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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
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Assisted 4 Living, Inc. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
8082 |
82-1884480 |
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(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
2382 Bartek Pl.
North Port, FL 34289
888-609-1169
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
___________________________
Romulus Barr
Chief Executive Officer
Assisted 4 Living, Inc.
2382 Bartek Pl.
North Port, FL 34289
888-609-1169
(Name, Address and Telephone Number of Agent for Service)
___________________________
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Copies to: |
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James B. Parsons, Esq. Parsons/Burnett/Bjordahl/Hume, LLP 2155 112 th Ave. NE Bellevue, WA 98004 |
___________________________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement the same offering. o
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. (Check one):
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Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
x |
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(Do not check if a smaller reporting company) |
Accelerated filer |
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Emerging growth company |
x |
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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 7(a)(2)(B) of the Securities Act. o
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered |
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Amount to be Registered |
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Proposed Maximum Offering Price Per Share (1) |
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Proposed Maximum Aggregate Offering Price |
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Amount of Registration Fee (2) |
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Common Stock (3) |
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5,000,000 |
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$ | 0.02 |
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$ | 100,000 |
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$ | 12,45 |
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Common Stock (4) |
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3,050,000 |
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$ | 0.02 |
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$ | 61,000 |
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$ | 7.59 |
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Total |
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8,050,000 |
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$ | 161,000 |
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$ | 20.04 |
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| (1) | The offering price has been arbitrarily determined by our company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. |
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| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. |
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| (3) | Newly issued shares of common stock to be registered as part of a Primary Offering (as hereinafter defined). |
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| (4) | Shares of common stock currently issued and outstanding to be sold by certain Selling Security Holders (as hereinafter defined) as part of a Secondary Offering (as hereinafter defined). |
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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION, DATED AUGUST ____, 2018 |
ASSISTED 4 LIVING, INC.
Prior to this Offering, no public market has existed for the common stock of Assisted 4 Living, Inc. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There no assurance that the shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.
In this public offering, our company is offering 5,000,000 shares of our common stock and our selling shareholders are offering 3,050,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The Offering is being made on a self-written, “best efforts” basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by our company will be sold on our behalf by our president and director, Romulus Barr. Mr. Barr is deemed to be an underwriter of this Offering. There is uncertainty that we will be able to sell any of the 5,000,000 shares being offered herein by our company. Mr. Barr will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by our company will be sold at a fixed price of $0.02 for the duration of the Offering. Additionally, all of the shares being offered by the selling shareholders will be sold at a fixed price of $0.02 for the duration of the Offering.
Assuming all of the 5,000,000 shares being offered by our company are sold, we will receive $100,000 in net proceeds.
Assuming 3,750,000 of the shares (75%) being offered by our company are sold, we will receive $75,000 in net proceeds.
Assuming 2,500,000 of the shares (50%) being offered by our company are sold, we will receive $50,000 in net proceeds.
Assuming 1,250,000 of the shares (25%) being offered by our company are sold, we will receive $25,000 in net proceeds.
There is no minimum amount we are required to raise from the shares being offered by our company, and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this Offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our company’s business plan. Additionally, there is no guarantee that a public market will ever develop, and you may be unable to sell your shares.
This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement; or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for additional 90 days. We may, however, at any time and for any reason, terminate the Offering.
All expenses incurred in this Offering are being paid for by our company.
For the duration of the Offering, any and all sellers of the shares being registered herein agree to provide this Prospectus to potential investors in its entirety.
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The proceeds from the sale of the securities sold on behalf of our company will be placed directly into our company’s account, or the account of our subsidiary. Any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the Prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by law.
We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “ JOBS Act ”) and applicable Securities and Exchange Commission rules and are, therefore, currently eligible for reduced public company reporting requirements.
Investing in our securities involves significant risks. See “ Risk Factors ” beginning on page 7 of this prospectus for a discussion of information that should be considered before investing in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities described herein or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should rely only on the information contained in this Prospectus and the information we have referred to you. We have not authorized any person to provide you with any information about this Offering, our company, or the shares of common stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.
The date of this prospectus is _________________ , 2018
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PART I – PROSPECTUS |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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Please read this prospectus carefully. It describes our business, financial condition, results of operations and prospects. We have prepared this prospectus so that prospective investors will have the information necessary to make an informed investment decision.
Prospective investors should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to such investors. We have not, and the placement agents have not, authorized anyone to provide such investors with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to such investors. We take no responsibility for, and can provide no assurance as to the reliability of any other information that others may give to such investors. This prospectus may only be used where it is legal to offer and sell shares of our common stock and warrants. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of units. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the placement agents are not, making an offer of these securities in any jurisdiction where the offer is not permitted.
For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.
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This summary highlights certain information contained in greater detail elsewhere in this prospectus and does not contain all of the information that prospective investors should consider in making their investment decisions. Before investing in our securities, prospective investors should carefully read this entire prospectus, including our financial statements and related notes, and the risks of investing in our securities discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under this summary and under the heading “Risk Factors,” are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. Please see “Cautionary Statement Regarding Forward-Looking Statements.” Prospective investors should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.
Unless otherwise indicated, references to “we,” “our,” “us,” the “company,” or “A4L” refer to Assisted 4 Living, Inc., a Nevada corporation, and our wholly-owned subsidiary, Assisted 2 Live, Inc., a Florida corporation.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Prospectus and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans”, and “proposes”. Although we believe that the expectations reflected in these forward-looking statement are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section in this Prospectus.
The Company
We were incorporated in Nevada on May 24, 2017, with an objective to operate as is 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 will be Florida, and will operate 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 is a myriad of steps that must be navigated to properly set up an ALF residence, included, 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 walk them through every step of the start-up process, working hand-in-hand with them to ensure that their facility gets off to a proper and sustainable start.
We have a wholly-owned subsidiary, Assisted 2 Live, Inc., a Florida corporation (“A4L”), which was incorporated on June 15, 2017.
On May 31, 2018 and June 6, 2018, we issued 2,300,000 and 750,000 shares of common stock, respectively, to 17 individuals pursuant to the provisions of Section 4(a)(2) of the Securities Act of 1933 (the “ Act ”) and Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission (“ SEC ”).
Our principal executive office is located at 2382 Bartek Pl., North Port, FL 34289 and our telephone number is (888) 609-1169. Our fiscal year end is November 30.
At present, we have generated no revenue, and our business plan has not yet been fully developed. We are a start-up stage company, and our plans are actively under development. |
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Our Plan
The key philosophy behind A4L is to facilitate the growth of residences that offer a stimulating environment, and provide care that empowers seniors (and young people in specific circumstances) to live an independent and fulfilling life, while attentively being available to take care of their housekeeping, transportation, medical, toileting, dressing and cooking needs.
Our company, through the experience of our principal officers, will grow to become a touch-stone resource for anyone wishing to do business in the ALF field. With Florida as a test market, clients will be guided through every stage of the licensing and structural process required towards establishing an ALF. We will also assist in the operation of a new ALF hand-in-hand with the owners to ensure that the facilities are established and functioning smoothly, from physical site planning to optimizing care levels and strategies for the various populations in need.
Our company will charge a fee for these services, whereby a prospective ALF operator can choose the specific area of expertise in which they require developmental assistance, and pay according to incremental needs. Clients can simply opt for consultation in licensing, or physical space configuration, staffing requirements and certifications, resident referrals, or other details of the ALF environment. From isolated consultations, to an option whereby our company will set-up and walk clients through every step of the ALF process, and oversee the project for 6 months to ensure a smooth emergence into the marketplace,
In addition to acting as a facilitator of assisted living projects and related services, we are assessing the viability of acquiring a property and converting it into an assisted living facility. As of now, our company does not own any property, nor do we have any short-term intent to do so.
Implications of Being an Emerging Growth Company
We currently qualify as an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced reporting requirements that are otherwise applicable to public companies. These reduced reporting requirements include: |
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· | not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “ Sarbanes-Oxley Act ”); |
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· | reduced disclosure obligations regarding executive compensation in this prospectus and in our periodic reports, proxy statements and registration statements; and |
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· | not being required to hold a nonbinding advisory vote on executive compensation or to seek stockholder approval of any golden parachute payments not previously approved. |
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We may continue to take advantage of these reduced reporting obligations until November 30, 2023. However, if certain events occur prior to such date, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we would cease to be an emerging growth company.
We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation and other matters in this prospectus and other filings we make with the SEC. As a result, the information that we provide to our stockholders is different than the information you might receive from other public reporting companies in which you hold equity interests.
The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of this exemption and, therefore, we are not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. |
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You should rely only on the information contained in this Prospectus and the information we have referred to you. We have not authorized any person to provide you with any information about this Offering, our company, or the shares of common stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.
Please consider the following risk factors and other information in this Prospectus relating to our business before deciding to invest in our common stock.
This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this Prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. If listed, the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
We consider the following to be material risks for an investor regarding this Offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.
An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.
Risks Related to Our Business and Industry
Because we operate in a highly competitive industry, our revenues or profits could be harmed if we are unable to compete effectively.
The assisted living industry is highly competitive. We compete with numerous other companies that provide long-term care alternatives such as home healthcare agencies, community-based service programs, retirement communities, convalescent centers and other senior living and ancillary services providers, including not-for-profit entities. These entities may have longer operating histories and have greater revenue and resources than we do. If we cannot compete effectively, we may not generate substantive revenue or profits which could negatively impact the value of our common stock.
We will require additional funds in the future to achieve our current business strategy. Our inability to obtain funding could cause our business to fail.
We will need to raise additional funds through public or private debt or equity sales in order to fund our future. These financings may not be available when needed. Even if these financings are available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing could have an adverse effect on our ability to implement our current business plan and develop our operations, and as a result, could require us to diminish or suspend our operations and possibly cease our existence.
Even if we are successful in raising capital in the future, we will likely need to raise additional capital to continue and/or expand our operations. If we do not raise the additional capital, the value of any investment in our company may become worthless. In the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan.
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If we were to lose the services of Romulus Barr or Anca Barr, we may not be able to execute our business strategy.
We currently depend on the continued services and performance of our management team, Romulus Barr, our president and Anca Barr, our secretary and treasurer. The loss of key members of our management team could disrupt our operations and have an adverse effect on our ability to grow our business. In addition, competition for senior executives and key personnel in our industry is intense and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case, our business may be severely disrupted.
If we are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.
Our future success depends on our continuing ability to hire, develop, motivate and retain skilled personnel for all areas of our organization. Competition in our industry for qualified employees is very competitive. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.
We have generated no revenue to date since our inception.
We are a start-up stage company. We have generated no revenue to date and may be unable to generate any or any significant amounts of revenue in the future. Because we may not be able to generate revenue or any significant amounts of revenue in the future our common stock may become worthless.
We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small developing company. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.
We have only recently begun operations. Our plan is to operate through our wholly-owned subsidiary Assisted 2 Live, Inc. The likelihood of our success must be considered in light of the expenses and difficulties in development of a customer base, attaining and retaining customers and obtaining financing to meet the needs of our plan of operations. Since we have a limited operating history, we may not be profitable and we may not be able to generate revenues to meet our expenses and support our anticipated activities.
We are an early stage company with an unproven business strategy and may never be able to fully implement our business plan or achieve profitability.
We are at an early stage of development of our operations as a company. We have only recently started to operate business activities and have generated no revenue from such operations. A commitment of substantial resources to conduct time-consuming research in many respects will be required if we are to complete the development of our company into one that is more profitable. There can be no assurance that we will be able to fully implement our business plan at reasonable costs or successfully operate. We expect it will take several years to implement our business plan fully, if at all.
The recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.
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The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. Our company meets the definition of an “emerging growth company” and so long as we qualify as an “emerging growth company,” we will, among other things:
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· | be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting; |
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· | be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers; |
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· | be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and |
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· | be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements. |
Although our company is still evaluating the JOBS Act, we currently intend to take advantage of all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company”. Our company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our company’s independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our company’s internal control over financial reporting so long as we qualify as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company”, our company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. As a result, investor confidence in our company and the market price of our common stock may be adversely affected.
Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our company’s results of operations and financial prospects.
We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.
Due to the fact that we are a publicly reporting company we will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.
Our management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary to remain as an SEC reporting Company, will be costly because an external third party consultant(s), attorney, or firm may have to assist us in following the applicable rules and regulations for each filing on behalf of the company.
We currently do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and director have limited experience as an officer or director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.
Moreover, if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
Our officers and director lack experience in, and with, the reporting and disclosure obligations of publicly-traded companies.
Our officers and director lack experience in, and with the reporting and disclosure obligations of publicly-traded companies, and with serving as an officer and or director of a publicly-traded company. This lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable harm due to our officers’ and director’s ultimate lack of experience in our industry and with publicly-traded companies and their reporting requirements in general.
The impact of ongoing health care reform efforts on our business cannot accurately be predicted.
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The health care industry in the United States is subject to fundamental changes due to ongoing health care reform efforts and related political, economic and regulatory influences. Notably, the Affordable Care Act resulted in expanded health care coverage to millions of previously uninsured people beginning in 2014 and has resulted in significant changes to the United States health care system. To help fund this expansion, the Affordable Care Act outlines certain reductions for Medicare reimbursed services, including skilled nursing, home health, hospice and outpatient therapy services, as well as certain other changes to Medicare payment methodologies. This comprehensive health care legislation has resulted and will continue to result in extensive rulemaking by regulatory authorities, and also may be altered, amended, repealed or replaced. It is difficult to predict the full impact of the Affordable Care Act due to the complexity of the law and implementing regulations, as well our inability to foresee how Centers for Medicare & Medicaid Services and other participants in the health care industry will respond to the choices available to them under the law. We also cannot accurately predict whether any new or pending legislative proposals will be adopted or, if adopted, what effect, if any, these proposals would have on our business. Similarly, while we can anticipate that some of the rulemaking that will be promulgated by regulatory authorities will affect us and the manner in which we are reimbursed by the federal reimbursement programs, we cannot accurately predict today the impact of those regulations on our business. The provisions of the legislation and other regulations implementing the provisions of the Affordable Care Act or any amended or replacement legislation may increase our costs, decrease our revenues, expose us to expanded liability or require us to revise the ways in which we conduct our business.
In addition to its impact on the delivery and payment for health care, the Affordable Care Act and the implementing regulations have resulted and may continue to result in increases to our costs to provide health care benefits to our employees. We also may be required to make additional employee-related changes to our business as a result of provisions in the Affordable Care Act or any amended or replacement legislation impacting the provision of health insurance by employers, which could result in additional expense and adversely affect our results of operations and cash flow.
Risks Related to our Financial Statements, Management, Common Stock and this Offering
Our limited operating history makes it difficult for us to accurately forecast net sales and appropriately plan our expenses.
We have a very limited operating history. As a result, it is difficult to accurately forecast our net sales and plan our operating expenses. This inability could cause our net income, if there is any income at all, in a given quarter to be lower than expected.
We do not intend to pay dividends on our common stock.
We have no intention to declare or pay any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
Our securities have no prior market and an active trading market may not develop, which may cause our common stock to trade below the initial public offering price.
Prior to this offering there has been no public market for our common stock. The initial public offering price for our common stock is fixed at $0.02 per share. This offering is being made on a self-underwritten, “best efforts” basis. The fixed price that our common stock is offered at pursuant to this offering is not indicative of the market price of our common stock after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.
We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.
In order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTCQB. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
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We may, in the future, issue additional shares of our common stock, which may have a dilutive effect on our stockholders.
Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, of which 13,050,000 shares are issued and outstanding as of July 30, 2018. The future issuance of our common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
We may issue shares of preferred stock in the future which may adversely impact your rights as holders of our common stock.
Our Articles of Incorporation authorizes us to issue up to 25,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. At this time, we have no shares of preferred stock issued and outstanding.
Our preferred stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
Risks Related to this Offering
Investors cannot withdraw funds once invested and will not receive a refund.
Investors do not have the right to withdraw invested funds. Subscription payments will be paid to our company and or our subsidiary, Assisted 2 Live, Inc. and held in our corporate bank account if the Subscription Agreements are in good order and our company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use of or right to the return of such funds.
Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at, or above, the initial public offering price and the price of our common stock may fluctuate significantly.
After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:
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· | changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the leisure travel environment; |
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· | changes in key personnel; |
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· | entry into new geographic markets; |
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· | actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments; |
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· | fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors; |
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· | the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; |
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· | announcements relating to litigation; |
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· | guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance; |
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· | changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock; |
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· | the development and sustainability of an active trading market for our common stock; |
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· | future sales of our common stock by our officers, directors and significant stockholders; and changes in accounting principles. |
These and other factors may lower the market price of our common stock regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below the initial public offering price.
If an active, liquid trading market for our common stock does not develop, you may not be able to sell your shares quickly or at or above the initial offering price.
There has not been a public market for our common stock. An active and liquid trading market for our common stock may not develop or be sustained following this offering. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. You may not be able to sell your shares quickly or at or above the initial offering price. The initial public offering price will be determined by negotiations with the representatives of the underwriters. This price may not be indicative of the price at which our common stock will trade after this offering, and our common stock could trade below the initial public offering price.
We may be subject to the penny stock rules which will make shares of our common stock more difficult to sell.
We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.
In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.
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We are selling the shares of this offering without an underwriter and may be unable to sell any shares.
This offering is self-underwritten, which means that we are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares of our company’s offering, we may have to seek alternative financing to implement our business plan.
Due to the lack of a trading market for our securities you may have difficulty selling any shares you purchase in this offering.
We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTCQB. The OTCQB is a regulated quotation service that display real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not an issuer listing service, market or exchange. Although the OTCQB does not have any listing requirements per se, to be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority.
If we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTCQB. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 to 60-day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved, and our stock listed and quoted for sale.
As of the date of this filing, there have been no discussions or understandings between our company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
The estimated cost of this registration statement is $25,000. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTCQB. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 months will be approximately $30,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB.
The following table presents a summary of certain of our historical financial information. Historical results are not necessarily indicative of future results and you should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. The summary financial data as of November 30, 2017 and for the period from inception (May 24, 2017) to November 30, 2017 was derived from our audited financial statements included elsewhere in this prospectus. The summary financial data as of May 31, 2018 and for the six months ended May 31, 2018, was derived from our unaudited interim financial statements included elsewhere in this prospectus. The summary financial data in this section is not intended to replace the financial statements and is qualified in its entirety by the financial statements and related notes included elsewhere in this prospectus.
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Six Months Ended May 31, |
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From inception (May 24, 2017) to November 30, |
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Statement of Operations Data: |
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2018 |
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2017 |
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Revenue |
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$ | 9,700 |
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$ | 4,500 |
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Operating expenses: |
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General and administrative expenses |
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9,401 |
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8,713 |
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Professional fees |
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7,552 |
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1,184 |
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Total operating expenses |
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16,953 |
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9,897 |
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Net loss |
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(7,253 | ) |
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(5,397 | ) |
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Net loss per common share |
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$ | 0.00 |
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$ | 0.00 |
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Weighted average number of shares outstanding, basic and diluted |
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10,012,568 |
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10,000,000 |
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As of |
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Balance Sheet Data: |
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May 31, 2018 |
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November 30, 2017 |
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Cash and cash equivalents |
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$ | 30,099 |
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$ | 11,737 |
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Total assets |
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34,049 |
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16,737 |
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Total liabilities |
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3,699 |
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2,134 |
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Additional paid-in capital |
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41,770 |
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19,000 |
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Accumulated deficit |
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(12,650 | ) |
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(5,397 | ) |
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Total stockholders’ equity (deficit) |
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$ | 30,350 |
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$ | 14,603 |
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DETERMINATION OF OFFERING PRICE
Prior to this Offering there has been no public market for our common stock. The price of the current Offering is fixed at $0.02 per share. The offering price has been arbitrarily determined by our company and bears no relationship to assets, earnings, or any other valuation criteria.
The price of the current Offering is fixed at $0.02 per share.
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.
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We intend to sell 5,000,000 shares of our common stock in a direct offering and 3,050,000 shares of common stock, offered by selling stockholders in a resale offering. We were initially capitalized by the sale of our common stock. The following table sets forth the number of shares of common stock purchased from us, the total consideration paid and the price per share. The table assumes all 8,050,000 shares of common stock will be sold.
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Shares Issued |
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Total Consideration |
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Number |
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Percent |
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Amount |
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Percent |
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Existing Shareholders |
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13,050,000 |
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55 | % |
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50,500 |
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24 | % |
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Purchasers of Shares |
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5,000,000 |
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45 | % |
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100,000 |
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76 | % |
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Total |
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18,050,000 |
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100 | % |
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204,000 |
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100 | % |
The following table sets forth the difference between the offering price of the shares of our common stock being offered by us, the net tangible book value per share, and the net tangible book value per share after giving effect to the offering by us, assuming that 25%, 50%, 75% and 100% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities divided by the number of shares outstanding as of the date of this Prospectus. Totals may vary due to rounding.
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If 25% of |
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If 50% of |
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If 75% of |
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If 100% of |
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shares sold |
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shares sold |
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shares sold |
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shares sold |
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Offering price per share |
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$ | 0.02 |
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$ | 0.02 |
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$ | 0.02 |
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$ | 0.02 |
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Book value before offering |
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$ | 0.0029 |
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$ | 0.0029 |
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$ | 0.0029 |
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$ | 0.0029 |
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Pro forma book value per share after offering |
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$ | 0.0026 |
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$ | 0.0040 |
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$ | 0.0052 |
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$ | 0.0063 |
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Increase (decrease) per share attributable to offering |
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$ | (0.0003 | ) |
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$ | 0.0011 |
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$ | 0.0023 |
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$ | 0.0034 |
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Dilution to new shareholders |
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$ | 0.0174 |
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$ | 0.0160 |
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$ | 0.0148 |
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$ | 0.0137 |
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Net Value Calculation
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If 25% of |
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If 50% of |
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If 75% of |
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If 100% of |
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Numerator: |
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shares sold |
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shares sold |
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shares sold |
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shares sold |
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Net tangible book value before the Offering |
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37,850 |
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37,850 |
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37,850 |
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37,850 |
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Net proceeds from this Offering |
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25,000 |
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50,000 |
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75,000 |
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100,000 |
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Registration Cost |
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(25,000 | ) |
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(25,000 | ) |
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(25,000 | ) |
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(25,000 | ) |
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37,850 |
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62,850 |
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87,850 |
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112,850 |
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Denominator: |
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Common shares outstanding prior to this Offering |
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13,050,000 |
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13,050,000 |
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13,050,000 |
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13,050,000 |
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Common shares to be sold in this offering |
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1,250,000 |
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2,500,000 |
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3,750,000 |
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5,000,000 |
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14,300,000 |
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15,550,000 |
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16,800,000 |
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18,050,000 |
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The shares being offered for resale by the selling shareholders consist of 3,050,000 shares of common stock.
The following table sets for the names of the selling shareholders, the number of common stock beneficially owned by the selling shareholder, as of July 31, 2018 , and the number of shares of common stock being offered by the selling shareholder. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholder may offer all or part of the shares for resale from time to time. However, the selling shareholders are under no obligation to sell all of any portion of such shares nor is the selling shareholder obligated to sell any shares immediately upon effectiveness of this Prospectus. All information with respect to share ownership has been furnished by the selling shareholder.
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Name of Selling Shareholder |
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Common stock owned prior to Offering |
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Common stock to be sold |
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Common stock owned after Offering (assuming all shares are sold) |
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Percent of Common stock owned after Offering (assuming all shares are sold) |
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Maria Barr |
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200,000 |
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200,000 |
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Nil |
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0 | % |
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Timothy Conte |
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100,000 |
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100,000 |
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Nil |
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0 | % |
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Bryan Doty |
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100,000 |
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|
|
100,000 |
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Nil |
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0 | % |
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Vincent Fiscella |
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200,000 |
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|
|
200,000 |
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Nil |
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0 | % |
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Barry Gerber |
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200,000 |
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|
|
200,000 |
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Nil |
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|
0 | % |
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Cheryl Jackson |
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100,000 |
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|
|
100,000 |
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Nil |
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0 | % |
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Dawn Kristol |
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200,000 |
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|
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200,000 |
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Nil |
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|
0 | % |
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Lucia Mulas |
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100,000 |
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|
|
100,000 |
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Nil |
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|
0 | % |
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Janice Powell |
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300,000 |
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|
|
300,000 |
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Nil |
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|
0 | % |
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Joshua Powell |
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200,000 |
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|
|
200,000 |
|
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Nil |
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|
0 | % |
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David Rose |
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200,000 |
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|
|
200,000 |
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Nil |
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|
0 | % |
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Robyn Sturney-Toth |
|
|
200,000 |
|
|
|
200,000 |
|
|
Nil |
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|
0 | % |
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Joseph Whitesides |
|
|
200,000 |
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|
|
200,000 |
|
|
Nil |
|
|
0 | % |
|
Joshua David |
|
|
200,000 |
|
|
|
200,000 |
|
|
Nil |
|
|
0 | % |
|
Garnik Hakobyan |
|
|
200,000 |
|
|
|
200,000 |
|
|
Nil |
|
|
0 | % |
|
Artak Noravyan |
|
|
200,000 |
|
|
|
200,000 |
|
|
Nil |
|
|
0 | % |
|
Mary Catherine Redfern |
|
|
150,000 |
|
|
|
150,000 |
|
|
Nil |
|
|
0 | % |
Our company has 13,050,000 shares of common stock issued and outstanding as of the date of this Prospectus. Pursuant to this Offering our company is registering for sale 3,050,000 shares of common stock held by 17 existing shareholders at a fixed price of $0.02 per share for the duration of the Offering. Our company is also registering an additional 5,000,000 shares of common stock for sale at a fixed price of $0.02 per share for the duration of the Offering.
There is no arrangement to address the possible effect of the offering on the price of the shares.
In connection with our company’s selling efforts in the Offering, Romulus Barr will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Exchange Act.
Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Romulus Barr will not be compensated in connection with his participation in the Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Barr is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the Offering, Mr. Barr will continue to primarily perform substantial duties for our company or on our behalf otherwise than in connection with transactions in securities. Mr. Barr will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
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Our company will receive all proceeds from the sale of the 5,000,000 shares of common stock being offered on behalf of our company itself. The proceeds from the 3,050,000 shares of common stock held by the selling shareholders, if sold, will not go to our company, but will go to the shareholder directly. The price per share is fixed at $0.02 for the duration of this Offering. Although our common stock are not listed on a public exchange or quoted over-the-counter, we intend to seek to have our common stock quoted on the OTC Marketplace. In order to be quoted on the OTC Marketplace a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by our company and selling shareholders must be made at the fixed price of $0.02 for the duration of this Offering. Our company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of our company. Further, our company will not offer our shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from our company and/or the purchasers of the share for whom they may at as agents. The common stock sold by our company and the selling shareholders may be occasionally sold in one or more transactions; all shares sold under this Prospectus will be sold at a fixed price of $0.02 per share.
In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which our company has complied.
In addition and without limiting the foregoing, our company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
Our company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than $25,000.
Procedures for Subscribing to the Shares of Common Stock Offered by our Company
If you decide to subscribe for any shares in this Offering that are offered by our company, you must:
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· | execute and deliver a subscription agreement; and |
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· | deliver a check or certified funds to us for acceptance or rejection |
All checks for subscriptions must be made payable to Assisted 4 Living, Inc. Wire transfers will also be accepted. We will deliver share certificates attributable to the shares of common stock purchased directly to the purchasers within ninety (90) days of the closing of the Offering.
Right to Reject Subscriptions for the Shares of Common Stock Offered by our Company
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by regular mail or electronic mail within 48 hours after we receive them.
Shares of Common Stock to be Sold by the Selling Shareholders
If you decide to subscribe for any shares in this Offering that are offered by the selling shareholders, the selling shareholder(s) will inform you, “the purchaser”, of their preferred method of payment and the procedures they have for subscribing. Procedures may vary from shareholder to shareholder. It should be noted that we will in no way be affiliated with any private transactions in which our selling shareholders sell shares of their own common stock. Selling shareholders may or may not, at their sole discretion, decide to accept or reject subscriptions. Selling shareholders will be responsible for following any applicable laws or regulations with regards to the sale(s) of their own common stock.
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We have authorized capital stock consisting of 100,000,000 shares of common stock with par value of $0.0001 and 25,000,000 preferred shares with par value $0.0001. As of the date of this filing we have 13,050,000 shares of common stock and no preferred shares issued and outstanding.
Common Stock
All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders of our company. All shareholders are entitled to share equally in dividends, if any as may be declared from time to time by our board of directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. Shareholders do not have cumulative or preemptive rights. As of the date of this Registration Statement we have 13,050,000 shares of common stock issued and outstanding.
Preferred Shares
Our Articles of Incorporation authorizes the issuance of up to 25,000,000 preferred shares with designations, rights and preferences to be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue Preferred Shares with dividend, liquidation, conversion, voting or other rights which could adversely affecting the voting power or other rights of the shares of common stock. In the event of issuance, the preferred shares could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although we have no present intention to issue any of our preferred shares, there can be no assurance that we will not do so in the future. We have no preferred shares issued and or outstanding as of the date of this Registration Statement.
Options and Warrants
None.
Convertible Notes
None.
Dividend Policy
We have never declared or paid dividends on our capital stock. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. We do not anticipate paying any dividends on our capital stock in the foreseeable future. Investors should not purchase our securities with the expectation of receiving cash dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors, subject to limitations imposed by Nevada law regarding the ability of corporations to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.
Transfer Agent
The transfer agent for our common stock is VStock Transfer, LLC, 18 Lafayette Pl, Woodmere, NY 11598.
Penny Stock Regulation
The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.
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INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock offered hereby will be passed upon for us by Parsons/Burnett/Bjordahl/Hume, LLP.
The financial statements including in this Prospectus and the Registration Statement have been audited by Pinnacle Accountancy Group of Utah, to the extent and for the periods set forth in their report appearing elsewhere in this Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
We will and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for smaller reporting company under the Securities and Exchange Act. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet Site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operations
The following summary of our results of operations should be read in conjunction with our financial statements included elsewhere in this prospectus.
To date, we have not earned any revenues from operations.
Over the course of the twelve months following this Offering, we plan to utilize any and all funds that we generate through the sale of company shares. The funds will support the costs associated with this offering registration, as well as website marketing and optimization, and related expenses that pertain to the growth of our business.
In terms of our staging, we will also finalize our branding, and optimize our two marketing websites. The websites will be the marketing anchor of our operation and hopefully produce a viable source of leads/clients. Given that Florida is our test market, Assisted2Live.com will be optimized at a state level and target keywords that revolve around ‘Assisted Living’, ‘Assisted Living Center,’ and ‘Senior Care.’ A complementary pay per click (PPC) campaign will also be undertaken using both Google, Bing, and Facebook to simultaneously target the assisted living-themed keywords. The website Assisted4Living.com will ultimately be optimized on a national level, but not until the Florida test is completed and proven viable.
In this early development stage, our company has commenced operations in 2017. Our President, Mr. Barr, has informal leads of both potential operators and prospective residents that are looking to either open an ALF or live therein. Initial consulting projects have been undertaken, and our company will continue to consult on projects as needed. Again, this initial phase of our development will be small in scale and used as a test for a future scaling-up of operations.
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The first iteration of our company’s websites were finished in 2017, and these sites do not represent the final product we anticipate, but rather a place to start. The initial Google Adwords marketing campaign on Assisted2Live.com website will be launched in 2018. Our company will also undertake a grassroots marketing effort to canvas its network of industry contacts and determine which may be looking to enter the field. The grassroots outreach will encompass attending Florida industry functions, and making on-site cold calls to existing ALF facilities. Again, the purpose of the outreach is to create referral opportunities.
Our company, during this initial start-up phase from October 1, 2017 to December 31 st, 2018, will look to either purchase and/or lease a property that can be readily converted into a family-oriented ALF. The concept will be to acquire the property, make necessary upgrades, secure licensing, hire staff, source residents, and commence operations. We will also canvas under-serviced communities in the Florida market to see if there are any available grants or incentives that could be used to help fund our acquisitions. Frequently, under-serviced communities are in desperate need to expand the number of available assisted living beds, and may be willing to partner with us.
The second phase of development from August 1, 2018, to December 31, 2018, will see the Assisted4Living.com and Assisted2Live.com websites further optimized for key words that relate to the ALF industry. Prospects that are looking to enter the ALF field and open their own center(s) will ideally find us though our optimization efforts, as well as families of that are looking to place their family members in an assisted home-style environment. It is also projected that in this period we will have sourced our first property and have commenced operations. This inaugural project will be marketed as a model for those that are looking to enter the industry, or even purchase the model outright and make it their own.
At the 100% funding level of $100,000, it is estimated that the cost of constructing our websites and staging our marketing efforts will be $25,000. The website development will be up to of $8,000, with an additional $7,500 earmarked for SEO keyword optimization. The remaining $9,500 will be used for the generation of supporting marketing materials and in the staging of a Pay Per Click campaign. Our company is also setting aside $25,000 that will be available for leasing potential ALF homes (including required upgrades). If our company wishes to purchase a property outright, additional funds will be required to be raised.
The officers, during this start-up phase, will work from their respective home offices, and no office space (or overhead) will be required. As our company grows, office space may be added in the future.
The officers will also use their own personal vehicles to meet with partners and potential clients.
Funds for day to day operations will be determined as our business progresses, but we anticipate this money will be utilized all throughout the 2018 and 2019 for various business expenses that cannot, at this time, be fully determined.
All of the uses for the proceeds we hope to generate through the sale of our shares will remain the same, but the scale upon which they are implemented will vary. As a result, if we are not able to allocate enough funds towards our operating initiatives in the next twelve months the results of our operations may materially suffer.
Principal Products, Services and Their Markets
A4L is a facilitator of assisted living projects and related services. Our company has positioned itself as a resource for individuals or private groups that wish to enter and operate within the ALF industry. Our company’s first target market will be Florida, and will operate within the State through its solely owned subsidiary Assisted 2 Live, Inc. The target is to use Florida as a test market to better define our consulting processes, and ultimately become a national presence 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 is a myriad of steps to properly set up an ALF residence, included, but not limited to licensing, building codes, medical care requirements, staffing and industry regulations. Our company is designed to mentor prospective ALF clients and assist them through every step of the start-up process, working with them to ensure that their facility gets off to a proper and sustainable start.
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The ALF industry is rapidly growing, and the skewed demographics of the current aging population will only further this industry interest and population need. There are approximately one million seniors in the U.S.A. who are currently residents of an Assisted Living Facility. And the numbers are expected to grow as our aging population reaches the point where they begin to experience declines in their various physical, intellectual and social mental abilities and overall health. ALF residences offer people with mild health problems a uniquely supportive environment in which to live, being tailored to provide a ‘home-like’ atmosphere where residents enjoy all their familiar comforts, with the advantage of being in a stimulating social community and not an ‘institutionalized’ feel. Additionally, however, they may also receive supplemental medical supervision and minor medical care, alongside the essentials for daily-living help.
A typical assisted living resident is a senior citizen (mostly 75 years of age and older), who has suffered a mild decline in their health due to illness, injury or general aging. Challenges can range from simple tasks such as bathing or dressing, to more complicated demands such as coordinating home maintenance and issues of safety. However, not all assisted living residents are senior citizens, as at any point in life the onset of acute illness or progressive decline in the younger years in either cognitive or physical ability are ALF candidates, and can greatly benefit from the support in regaining a degree of critical independence. Hence, there is an even broader provider market beyond the senior care with which ALF’s have been traditionally associated.
The key philosophy behind A4L is to facilitate the growth of residences that offer stimulating environments and provide care that empowers seniors (and young people in specific circumstances) to live as independent, while attentively being there to look after their housekeeping, transportation, medical, toileting, dressing, and cooking needs.
Our company, through the experience of our principal officers, will grow to become a resource for anyone wishing to get into the ALF field. With Florida as a test market, clients will be guided through every stage of the licensing and structural process required towards establishing an ALF. We will also operate the newly minted ALF hand-in-hand with the owners to ensure that the facilities are established and functioning smoothly, working from the ground up on physical site planning to optimizing care levels and strategies for the various populations in need.
Our company will charge a fee for these services, whereby a prospective ALF operator can choose the specific area of expertise in which they require developmental assistance, and pay according to such incremental needs. Clients can opt for consultation in licensing, or physical space configuration, staffing requirements and certifications, resident referrals, or other details of the ALF environment. From isolated consultations, to an option whereby our company will set-up and walk with clients through every step of the ALF process, and oversee the project for 6 months to ensure a smooth emergence into the marketplace,
Distribution Methods
Potential clients will find A4L services through two primary channels: the first is through referrals generated from an informal network of industry contacts, and the second is through a nationally optimized www.Assisted4Living.com website. The website will be optimized for keywords that are related to the assisted living industry. In Florida, the www.Assited2Live.com website will be created and locally optimized to help generate regional business. We will also create on-line Google and Facebook ads that target keywords such as ‘Assisted Living,’ and ‘Assisted Living Facilities’. And in addition to this, the company will look to take out print ads in publications such as AARP magazine.
Status of Publicly Announced New Products or Services
A4L has no new publicly announced products or services.
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Competitive Business Conditions and Strategy; Assisted4Living’s Position in the Industry
A4L will initially compete with other ALF companies that are currently in the Florida market. Large nationally-recognized companies such as Life Care Center of America and Brookdale Senior living would be rivals, as well as smaller regional operators such as South Port Square and Genesis Healthcare. It is possible that new or prospective ALF operators will gravitate to these larger entities for guidance, however, based on the personal history of our company’s officers in the Florida market, we are experienced, connected, and able to compete. We will also compete with these larger firms for prospective ALF residents. While there are established and strong competitors in the Florida ALF market, however, the industry is growing and we are positioning ourselves to be a niche player as a resource-intensive consulting company providing a highly personalized approach to the ALF marketplace.
While A4L can take on the regulatory and logistical challenges of opening a large ALF center (60 beds+), we are focusing our efforts on smaller, more family-oriented projects (with as few as 4 residents). Keeping an ALF from 4-16 residents can maintain the personal home-style context. We are structuring our consulting approach to target this area and view it as an unrealized niche growth opportunity. The barriers to developing a small-scale ALF project are also significantly less than those for constructing and conforming to the regulatory steps of larger, more industrial-sized projects.
Our company will also pursue the opportunity of starting its own small-scale ALF projects, with the specific goal of creating turn-key start-ups. We will source properties and either lease or purchase them, engage with the Agency of Health Administration (AHCA) for licensing, and make necessary renovations to comply with regulations from agencies such as Emergency Management and the Department of Health. Staff will be sourced and trained, and residents will be found and placed. The concept will be to have a fully licensed, staffed, and populated center that can in turn be marketed to prospective buyers. Interested prospects will be given the opportunity to purchase the business and the property, or simply the business, with the Company keeping ownership of the actual residence.
We are also looking to create a branch of the business that exclusively deals in referrals (seniors that are looking for an ALF). Through our network of industry contacts and the optimization of our digital website, ALF prospects will come to us and can be placed either in our growing network of homes, or, depending upon the needs of the client, be placed in competitor facilities. A typical referral fee of one month’s rent is the industry norm for a qualified referral - and the average monthly rent in an ALF is $3,300.
Talent Sources and Names of Principal Suppliers
The key to our success will be in the quality of our leadership and its ability to leverage industry knowledge and contacts. Our company will be headed by Romulus Barr, a seventeen-year veteran of the assisted living industry. Romulus has owned and operated numerous ALF centers, and currently owns a 16-bed facility in Punta Gorda, Florida. Romulus has a broad understanding of the dynamics on the ALF field, consults on ongoing projects, and has written policies that have been later adopted and used by the industry at large.
Anca Barr has worked significant contacts within the Agency for Health Administration (AHCA- Licensing), the Department of Children and Families (case work and resident placements), and the Department of Health (food storage, preparation, and service). Anca has also worked on a day-to-day basis with ALF centers, and has extensive experience on how to set them up, care for the residents, manage staffing and budgets, as well as coordinate with medical professionals and regulatory agencies.
Together, both Romulus and Anca provide our company with substantial experience within the industry.
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Research and Development
Since inception, no funds have been expensed on research and development. There are no extra research or development costs as the principals are donating their time and energy in this start-up phase.
Employees
We have no employees. Initially, our officers and directors furnish their time to the development of the Company at no cost. We do not foresee hiring any employees in the near future. We will engage independent contractors to help design and develop our website and marketing efforts as may be required.
Dependence on one or a few major customers
A4L will not be dependent on any one customer for our success. Multiple customers and clients will be solicited, and multiple partners sourced to ensure a balanced mix of potential leads.
Patents, Trademarks, Licenses, Agreements or Contracts
There are no aspects of our business plan which require a patent or trademark. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.
Governmental Controls, Approval and Licensing Requirements
We will be subject to state and local regulation as it pertains to the conduct of our business. When needed, licenses will be acquired, as well as consent obtained to operate as an ALF. Potential clients that wish to enter the field will also be subject to the same governmental controls and licensing.
Properties
Our principal executive office is located at 2382 Bartek Pl., North Port, FL 34289. This property is provided to our company by our president, free of charge.
Legal Proceedings
From time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERENANCE
Executive Officers and Directors
The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this Prospectus.
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Name |
Age |
Position |
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Romulus Barr |
45 |
President, Chief Executive Officer, Chief Financial Officer and Director |
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Anca Barr |
40 |
Secretary, Treasurer and Director |
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Each director serves for a term of one year and until their successor is duly elected and qualified. Our executive officers are appointed by our board of directors. There are family relationships between our current directors and officers, Romulus Barr is the brother of Anca Barr.
Background of Executive Officers and Directors
The following is a brief summary of the background of each of our executive officers and directors:
Romulus Barr – Since 2004, Mr. Barr has been the President and Owner of R.A. Alf, Inc., a Punta Gorda, FL based company. From 1998 to 2003, Mr. Barr was President and Owner of R.A. Adult Care, an adult care home in Portland, OR. With his 20 years of experience in the healthcare industry, Mr. Barr is knowledgeable in all aspects of establishing and running a successful assisted living business. His expertise includes, but it is not limited to, state and local licensing requirements, staff training, daily operations, emergency planning.
Mr. Barr obtained a Master of History and Theology from Holy Cross in Brookline, MA in 2001. He also received a Bachelor’s Degree from the University of Oradea, Romania in 1995. Mr. Barr completed an Adult Foster Care Home Training in 1999 and Assisted Living Facilities Core Training Program in 2004.
Our board of directors believes that Mr. Barr is qualified to serve as a member of our board of directors because of his extensive background in assisted living.
Anca Barr – Ms. Barr has been involved in the Healthcare Services industry for more than 20 years. Ms. Barr is skilled in caring for adult patients to improve their health and wellbeing. She is familiar with day-to-day operations and activities of daily living in both, Adult Care Homes and Assisted Living Facilities. Ms. Barr was Administrator Assistant of R.A. Adult Care in Portland, OR, from 1998 to 2003, and Dietary Aide and Administrator Assistant of R.A. ALF, Inc., in Punta Gorda, FL, from 2004 to 2016.
In 1994, Ms. Barr completed her Certified Nursing Assistant Program from the school Health Group in Sibiu, Romania. Ms. Barr completed an Adult Foster Care Home Training in 1998 and Assisted Living Facilities Core Training Program in 2004. In light of her many years of experience in assisted living, our board of directors believes that Ms . Barr is well-qualified to serve as a member of our board of directors.
Code of Ethics
We have not adopted a formal Code of Ethics. Our board of directors evaluated the business of our company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or our directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Board of Directors, Committees and Director Independence
Our board of directors currently consists of two members. Neither of our directors is considered to be an independent director because they each serve our company as an executive officer. We have not established any committees of our board of directors, nor are either of our directors “audit committee financial experts” within the meaning of the rules of the SEC.
Committees of the Board
Our company does not have a nominating, compensation, or audit committee, or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees at this time because our directors can adequately perform the functions of such committees.
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Audit Committee Financial Expert
Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a board member that qualifies as “independent” as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act, and as defined by Rule 4200(a)(14) of the FINRA Rules.
Involvement in Certain Legal Proceedings
Our directors and executive officers have not been involved in any of the following events during the past ten years:
| 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
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| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
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| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; |
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| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed suspended, or vacated; |
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| 5. | such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated; |
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| 6. | such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
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| 7. | such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
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| 8. | such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to us for the year ended November 30, 2017.
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Name and Principal Position |
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Year Ended November 30, 2017 |
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Salary ($) |
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Bonus ($) |
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Stock Awards ($) |
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Option Awards ($) |
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Non-Equity Incentive Plan Compensation ($) |
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Nonqualified Deferred Compensation Earnings ($) |
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All Other Compensation ($) |
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Total ($) |
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Romulus Bar President, CEO, CFO and Director |
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- |
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- |
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- |
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- |
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- |
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|
- |
|
|
|
- |
|
|
|
3,500 |
|
|
|
3,500 |
|
|
Anca Barr Secretary, Treasurer and Director |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Our board of directors determines the compensation given to our executive officers in their sole determination. Our board of directors reserves the right to pay our executive or any future executives a salary, and/or issue them our common stock issued in consideration for services rendered and//or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our board of directors has not granted any performance based stock options to date, our board of directors reserves the right to grant such options in the future, if our board, in its sole determination believes such grants would be in the best interest of the Company.
Employment Agreements
We do not have any employment or consulting agreement with any directors or officers.
Stock Options
We have not granted any stock options to our executive officers since inception.
Director Compensation
Our board of directors does not currently receive any consideration for their services as members of our board of directors. Our board of directors reserves the right in the future to award the members of our board of directors cash or stock based consideration for their services to our company, which awards, if granted shall be in the sole determination of our board of directors.
Retirement Plans
Our company currently maintains no plans for its executive officers or employees that provide for payments or other benefits at, following or in connection with retirement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 24, 2017, our company issued 8,000,000 founder’s shares to Romulus Barr, our president and director and 2,000,000 founder’s shares to Anka Barr, our secretary and director, at a purchase price of $0.002 per share.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction.
| 25 |
|
|
| Table of Contents |
None.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGMENT
As of July 31, 2018, our company has 13,050,000 shares of common stock issued and outstanding.
|
Name and Address of Beneficial Owner |
|
Common Stock Beneficially Owned |
|
Percentage of Common Stock Beneficially Owned |
|
|
|
Romulus Barr 2382 Bartek Pl. North Port, FL 34289 |
|
8,000,000 shares of common stock |
|
|
61.30 | % |
|
Anca Barr 2382 Bartek Pl. North Port, FL 34289 |
|
2,000,000 shares of common stock |
|
|
15.33 | % |
| 26 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
UNAUDITED FINANCIAL STATEMENTS
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MAY 31, 2018
ASSISTED 4 LIVING, INC.
Interim Consolidated Financial Statements
May 31, 2018
|
|
Page |
|||
|
F-2 |
|
|||
|
F-3 |
|
|||
|
F-4 |
|
|||
|
F-5 |
|
|||
| F-1 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
|
|
|
As of |
|
|
As of |
|
||
|
|
|
May 31, |
|
|
November 30, |
|
||
|
|
|
2018 |
|
|
2017 |
|
||
|
ASSETS |
|
|
|
|
|
|
||
|
Current Assets |
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ | 30,099 |
|
|
$ | 11,737 |
|
|
Prepaid expenses |
|
|
3,950 |
|
|
|
5,000 |
|
|
Total Current Assets |
|
|
34,049 |
|
|
|
16,737 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ | 34,049 |
|
|
$ | 16,737 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ | 3,699 |
|
|
$ | 1,184 |
|
|
Due to related parties |
|
|
- |
|
|
|
950 |
|
|
Total Current Liabilities |
|
|
3,699 |
|
|
|
2,134 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
3,699 |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
12,300,000 and 10,000,000 shares issued and outstanding, respectively |
|
|
1,230 |
|
|
|
1,000 |
|
|
Additional paid in capital |
|
|
41,770 |
|
|
|
19,000 |
|
|
Accumulated deficit |
|
|
(12,650 | ) |
|
|
(5,397 | ) |
|
Total Stockholders’ Equity |
|
|
30,350 |
|
|
|
14,603 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ | 34,049 |
|
|
$ | 16,737 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements .
| F-2 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
|
|
|
Three Months |
|
|
Six Months |
|
|
From Inception |
|
|||
|
|
|
Ended |
|
|
Ended |
|
|
(May 24, 2017) to |
|
|||
|
|
|
May 31, |
|
|
May 31, |
|
|
May 31, |
|
|||
|
|
|
2018 |
|
|
2018 |
|
|
2017 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
|
Revenues |
|
$ | 4,500 |
|
|
$ | 9,700 |
|
|
$ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
4,826 |
|
|
|
9,401 |
|
|
|
- |
|
|
Professional fees |
|
|
2,314 |
|
|
|
7,552 |
|
|
|
1,184 |
|
|
Total operating expenses |
|
|
7,140 |
|
|
|
16,953 |
|
|
|
1,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Profit (Loss) |
|
|
(2,640 | ) |
|
|
(7,253 | ) |
|
|
(1,184 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss before income taxes |
|
|
(2,640 | ) |
|
|
(7,253 | ) |
|
|
(1,184 | ) |
|
Provision for income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ | (2,640 | ) |
|
$ | (7,253 | ) |
|
$ | (1,184 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share |
|
$ | (0.00 | ) |
|
$ | (0.00 | ) |
|
$ | (0.00 | ) |
|
Basic and Diluted Weighted Average Common Shares Outstanding |
|
|
10,025,000 |
|
|
|
10,012,568 |
|
|
|
10,000,000 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| F-3 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
Six Months |
|
|
From Inception |
|
||
|
|
|
Ended |
|
|
(May 24, 2017) to |
|
||
|
|
|
May 31, |
|
|
May 31, |
|
||
|
|
|
2018 |
|
|
2017 |
|
||
|
|
|
|
|
|
|
|
||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
|
Net loss |
|
$ | (7,253 | ) |
|
$ | (1,184 | ) |
|
Changes in current assets and liabilities: |
|
|
|
|
|
|
|
|
|
Prepaid expenses |
|
|
1,050 |
|
|
|
- |
|
|
Accounts payable and due to related parties |
|
|
1,565 |
|
|
|
1,184 |
|
|
Net cash used in operating activities |
|
|
(4,638 | ) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Issuance of common stock for cash |
|
|
23,000 |
|
|
|
- |
|
|
Net cash provided by Financing Activities |
|
|
23,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash increase for period |
|
|
18,362 |
|
|
|
- |
|
|
Cash at beginning of period |
|
|
11,737 |
|
|
|
- |
|
|
Cash at end of period |
|
$ | 30,099 |
|
|
$ | - |
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ | - |
|
|
$ | - |
|
|
Cash paid for interest |
|
$ | - |
|
|
$ | - |
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Issuance of common stock for subscription receivable |
|
$ | - |
|
|
$ | 20,000 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
May 31, 2018
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 intends to operate an assisted living consulting company that specializes in acquiring, licensing, staffing, and operating assisted living facilities (“ALF”). The Company will offer 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 the constructing of its website, as well as developing initial business contacts and services.
Going Concern
The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of May 31, 2018, the Company has an accumulated deficit and has earned nominal revenues during the period ended May 31, 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Article 8 of Regulation S-X. In our opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended May 31, 2018 are not necessarily indicative of the results that may be expected for the year ending November 30, 2018. Notes to the unaudited condensed consolidated financial statements that would substantially duplicate the disclosures contained in the audited consolidated financial statements for fiscal year 2017 have been omitted. This report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended November 30, 2017 included in the Company’s Form S-1 as filed with the Securities and Exchange Commission.
| F-5 |
|
|
| Table of Contents |
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 accounting principles generally accepted in the United States of America 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.” The Company has evaluated the new guidance and its adoption did not have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. The will be no change to the Company’s accounting policies.
Concentrations
During the period ended May 31, 2018, revenue was comprised of one labor contract to an unrelated third party. One customer represented 100% of the revenues of the Company for the period ended May 31, 2018.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
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 May 31, 2018, the Company had no preferred shares issued and outstanding.
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 May 31, 2018, the Company issued to thirteen (13) unaffiliated investors 2,300,000 shares of common stock for $23,000.
As of May 31, 2018, the Company had 12,300,000 common shares issued and outstanding.
| F-6 |
|
|
| Table of Contents |
The Company has no stock option plan, warrants or other dilutive securities.
NOTE 4 – PREPAID EXPENSES
Prepaid expenses at May 31, 2018 and November 30, 2017 consisted of a deposit for legal expenses for $3,950 and $5,000, respectively.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the financial year ended November 30, 2017, the CEO paid operating expenses of $950 on behalf of the Company. During the six months ended May 31, 2018, the amount owed to the CEO was fully repaid by the Company. As of May 31, 2018, there is no outstanding amount owed to CEO.
NOTE 6 – SUBSEQUENT EVENTS
Subsequent to May 31, 2018, and through August 22, 2018, the date these financial statements were approved, the Company issued to four (4) unaffiliated investors 750,000 shares of common stock for $7,500.
| F-7 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
AUDITED FINANCIAL STATEMENTS
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED NOVEMBER 30, 2017
ASSISTED 4 LIVING, INC.
Consolidated Financial Statements
For the Period from May 24, 2017 (Inception) to November 30, 2017
| F-8 |
|
|
| Table of Contents |
|
Douglas W. Child, CPA Cameron J. Pribble, CPA Natalie J. Murphy, CPA |
|
Jared N. Stevens, MTax |
|
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Assisted 4 Living
North Port, Florida
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Assisted 4 Living, Inc. (the Company) as of November 30, 2017, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We have served as the Company’s auditor since January 2018.
Pinnacle Accountancy Group of Utah
Farmington, Utah
May 2, 2018
|
Farmington Office: 1438 North Highway 89, Ste. 120 Farmington, UT 84025 (801) 447-9572 |
Members of the AICPA and UACPA www.pinncpas.com |
Ogden Office: 3590 Harrison Blvd. Ste. GL-2 Ogden, UT 84403 (801) 399-1183 |
| F-9 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
|
|
|
As of |
|
|
|
|
|
November 30, |
|
|
|
|
|
2017 |
|
|
|
ASSETS |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and cash equivalents |
|
$ | 11,737 |
|
|
Prepaid expenses |
|
|
5,000 |
|
|
Total Current Assets |
|
|
16,737 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ | 16,737 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ | 1,184 |
|
|
Due to related parties |
|
|
950 |
|
|
Total Current Liabilities |
|
|
2,134 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
2,134 |
|
|
|
|
|
|
|
|
Stockholders’ Equity |
|
|
|
|
|
Preferred stock: 25,000,000 authorized; $0.0001 par value |
|
|
|
|
|
no shares issued and outstanding |
|
|
- |
|
|
Common stock: 100,000,000 authorized; $0.0001 par value |
|
|
|
|
|
10,000,000 shares issued and outstanding |
|
|
1,000 |
|
|
Additional paid in capital |
|
|
19,000 |
|
|
Accumulated deficit |
|
|
(5,397 | ) |
|
Total Stockholders’ Equity |
|
|
14,603 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ | 16,737 |
|
The accompanying notes are an integral part of these consolidated financial statements
| F-10 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
Consolidated Statement of Operations
|
|
|
From inception |
|
|
|
|
|
(May 24, 2017) to |
|
|
|
|
|
November 30, |
|
|
|
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ | 4,500 |
|
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
General and administrative |
|
|
8,713 |
|
|
Professional fees |
|
|
1,184 |
|
|
Total operating expenses |
|
|
9,897 |
|
|
|
|
|
|
|
|
Operating Loss |
|
|
(5,397 | ) |
|
|
|
|
|
|
|
Net loss before income taxes |
|
|
(5,397 | ) |
|
Provision for income taxes |
|
|
- |
|
|
|
|
|
|
|
|
Net Loss |
|
$ | (5,397 | ) |
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share |
|
$ | (0.00 | ) |
|
Basic and Diluted Weighted Average Common Shares Outstanding |
|
|
10,000,000 |
|
The accompanying notes are an integral part of these consolidated financial statements
| F-11 |
|
|
| Table of Contents |
|
ASSISTED 4 LIVING, INC. |
|
For the Period from Inception (May 24, 2017) to November 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|||||||
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Paid in |
|
|
Accumulated |
|
|
|
|
|||||||||||||
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Total |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Balance, May 24, 2017 (inception) |
|
|
- |
|
|
$ | - |
|
|
|
- |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to founders |
|
|
|
|
|
|
|
|
|
|
10,000,000 |
|
|
|
1,000 |
|
|
|
19,000 |
|
|
|
|
|
|
|
20,000 |
|
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(5,397 | ) |
|
|
(5,397 | ) |
|
Balance, November 30, 2017 |
|
|
- |
|
|
$ | - |
|
|
|
10,000,000 |
|
|
$ | 1,000 |
|
|
$ | 19,000 |
|
|
$ | (5,397 | ) |
|
$ | 14,603 |
|
The accompanying notes are an integral part of these consolidated financial statements
F-12
Table of Contents
ASSISTED 4 LIVING, INC.
Consolidated Statement of Cash Flows
The accompanying notes are an integral part of these consolidated financial statements
| F-13 |
|
|
| Table of Contents |
ASSISTED 4 LIVING, INC.
Notes to the Consolidated Financial Statements
November 30, 2017
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 intends to operate an assisted living consulting company that specializes in acquiring, licensing, staffing, and operating assisted living facilities (“ALF”). The Company will offer 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 the constructing of its website, as well as developing initial business contacts and services.
Going Concern
The accompanying 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, 2017, the Company has an accumulated deficit and has earned nominal revenues during the year ended November 30, 2017.
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.
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 (“GAAP”) of the United States.
| F-14 |
|
|
| Table of Contents |
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.
Revenue recognition
The Company pursues opportunities to realize revenues from consulting services. It is the company’s policy that revenues and gains will be recognized in accordance with ASC 605, “Revenue Recognition.” Under ASC 605, revenue earning activities are recognized when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 $11,737 in cash and cash equivalents as of November 30, 2017.
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 of November 30, 2017, the Company had no valuation allowance, nor accounts receivable.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, ”Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
| F-15 |
|
|
| Table of Contents |
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Financial Instruments and Fair Value Measurements
The Company follows ASC 820, “ Fair Value Measurements and Disclosures, ” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2017. The carrying values of our financial instruments, including, cash and cash equivalents, prepaid expenses, and accounts payable, approximate their fair values due to the short-term maturities of these financial instruments.
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.
Concentrations
During the year ended November 30, 2017, revenue was comprised of one labor contract to an unrelated third party. Two customers represented 100% of the revenues of the Company for the period ended November 30, 2017.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes nearly all existing revenue recognition guidance under accounting principles generally accepted in the United States of America. The core principle of this ASU is that revenue should be recognized for the amount of consideration expected to be received for promised goods or services transferred to customers. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments, and assets recognized for costs incurred to obtain or fulfill a contract. ASU 2014-09 was scheduled to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date,” which deferred the effective date of ASU 2014-09 by one year and allowed entities to early adopt, but no earlier than the original effective date. ASU 2014-09 is now effective for public business entities for the annual reporting period beginning January 1, 2018. This update allows for either full retrospective or modified retrospective adoption. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends guidance previously issued on these matters in ASU 2014-09. The effective date and transition requirements of ASU 2016-10 are the same as those for ASU 2014-09. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients,” which clarifies certain aspects of the guidance, including assessment of collectability, treatment of sales taxes and contract modifications, and providing certain technical corrections. The effective date and transition requirements of ASU 2016-12 are the same as those for ASU 2014-09.
| F-16 |
|
|
| Table of Contents |
The Company will adopt the new guidance as of December 1, 2017. The Company has evaluated the new guidance and the adoption is not expected to have a significant impact on the Company’s financial statements and a cumulative effect adjustment under the modified retrospective method of adoption will not be necessary. There will be no change to the Company’s accounting policies.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes existing guidance on accounting for leases in “Leases (Topic 840).” The standard requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the effects of adopting ASU 2016-02 on its consolidated financial statements, but the adoption is not expected to have a significant impact on the Company’s consolidated financial statements as of the date of the filing of this report.
In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. The Company will evaluate the effects of adopting the standard if and when it is deemed to be applicable.
Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
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, 2017, the Company had no preferred shares issued and outstanding.
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 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, 2017, the Company had 10,000,000 common shares issued and outstanding.
The Company has no stock option plan, warrants or other dilutive securities.
NOTE 4 – PREPAID EXPENSES
Prepaid expenses at November 30, 2017 consisted of a deposit for legal expenses for $5,000.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the period ended November 30, 2017, the Company paid officers and directors management fees of $4,500.
| F-17 |
|
|
| Table of Contents |
During the period ended November 30, 2017, the CEO paid operating expenses on behalf of the Company. As of November 30, 2017, the amount owed to the CEO was $950. The amount is unsecured, non-interest bearing, and due on demand.
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 6 – PROVISION FOR INCOME TAXES
The Company provides for income taxes under ASC 740, ”Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:
|
|
|
November 30, |
|
|
|
|
|
2017 |
|
|
|
Income tax expense at statutory rate |
|
$ | (1,835 | ) |
|
Effect of change in statutory rate |
|
|
702 |
|
|
Valuation allowance |
|
|
1,133 |
|
|
Income tax expense per books |
|
$ | - |
|
Net deferred tax assets consist of the following components as of:
|
|
|
November 30, |
|
|
|
|
|
2017 |
|
|
|
NOL Carryover |
|
$ | 1,113 |
|
|
Valuation allowance |
|
|
(1,113 | ) |
|
Net deferred tax asset |
|
$ | - |
|
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law including lowering the corporate tax rate from 34% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our balance sheet. The Company has completed the accounting for the effects of the Act during the quarter ended December 31, 2017. Given that current deferred tax assets are offset by a full valuation allowance, these changes will have no impact on the balance sheet.
Utilization of the NOL carry forwards, which expire 20 years from when incurred, of approximately $5,400 for federal income tax reporting purposes, may be subject to an annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These ownership changes may limit the amount of the NOL carry forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders.
Tax returns for the year ended 2017 are subject to review by the tax authorities. The Company has no liabilities related to uncertain tax positions or unrecognized benefits as of the period ended November 30, 2017. The Company has not accrued for interest or penalties associated with unrecognized tax liabilities.
NOTE 7 – SUBSEQUENT EVENTS
Subsequent to November 30, 2017, and through May 2, 2018, the date these financial statements were approved, the Company did not have any events to report.
|
F-18 |
|
|
| Table of Contents |
8,050,000 Shares
Common Stock
ASSITED 4 LIVING, INC.
________________________
PROSPECTUS
________________________
Through and including [_____________], 2018 (25 days after the commencement of this Offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this Offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
________________________, 2018
| II-1 |
|
|
| Table of Contents |
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than placement agency fees payable by the Registrant relating to the sale of common stock being registered hereby. All amounts are estimates other than the Commission’s registration fee.
|
Securities and Exchange Commission registration fee |
|
$ |
20 |
|
|
Printing and transfer agent fees |
|
1,000 |
|
|
|
Accounting fees and expenses |
|
10,000 |
|
|
|
Legal fees and expenses |
|
12,000 |
|
|
|
Miscellaneous |
|
1,980 |
|
|
|
Total |
|
$ |
25,000 |
|
________
* To be filed by amendment
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502(1) of the Nevada Revised Statutes, which is referred to as the NRS, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 78.7502(2) of the NRS provides that a corporation may similarly indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 78.7502(3) of the NRS provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) and (2), or in defense of any claim, issue, or matter therein, the corporation shall indemnify such person against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.
Section 78.751(1) of the NRS provides that any discretionary indemnification under Section 78.7502, unless ordered by a court or advanced pursuant to subsection 2 of Section 78.751, may be made by the corporation only as authorized in the specific case upon determination that indemnification of such director, officer, employee or agent is proper in the circumstances. The determination must be made (a) by the stockholders; (b) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit, or proceeding so orders, by independent legal counsel in a written opinion; or (d) if a quorum consisting of directors who were not parties to the action, suit, or proceeding cannot be obtained, by independent legal counsel in a written opinion.
| II-2 |
|
|
| Table of Contents |
Section 78.751(2) of the NRS provides that the articles of incorporation, bylaws, or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such provision does not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
Section 78.751(3) of the NRS provides that the indemnification pursuant to Section 78.7502 of the NRS and advancement of expenses authorized in, or ordered by, a court pursuant to Section 78.751, (a) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to Section 78.7502 of the NRS or for the advancement of expenses made pursuant to Section 78.751 (2), may not be made to or on behalf of any director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Section 78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who acted in any of the capacities set forth above for any liability asserted against such person for any liability asserted against him or her and liability and expenses incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against such liabilities and expenses.
Our Articles of Incorporation and Bylaws provide that the liability of our officers and directors for monetary damages shall be eliminated to the fullest extent permissible under Nevada law.
RECENT SALES OF UNREGISTERED SECURITIES
On May 31, 2018, our company issued to thirteen (13) unaffiliated investors 2,300,000 shares of common stock for $23,000.
On June 6, 2018, our company issued to four (4) unaffiliated investors 750,000 shares of common stock for $7,500.
II-3
Table of Contents
The following exhibits are filed herewith or incorporated by reference to exhibits previously filed with the SEC.
|
Exhibit |
||
|
Number |
Exhibit Description |
|
|
(3) |
(i) Articles of Incorporation; (ii) Bylaws |
|
|
3.1 * |
||
|
3.2 * |
||
|
|
|
|
|
(5) |
|
Opinion re legality |
|
5.1 * |
||
|
|
|
|
|
(21) |
|
Subsidiaries of the Registrant |
|
|
||
|
|
|
|
|
(23) |
|
Consents of Experts and Counsel |
|
Consent of Parsons/Burnett/Bjordahl/Hume, LLP (to be included in Exhibit 5.1) |
________
* Filed herewith.
| II-4 |
|
|
| Table of Contents |
| (a) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred and paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
|
|
|
| (b) | The undersigned registrant hereby undertakes that it will: |
|
|
(1) | for purposes of determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time it was declared effective. |
|
|
|
|
|
|
(2) | for the purpose of determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and the offering of the securities at that time as the initial bona fide offering thereof. |
II-5
Table of Contents
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Port, Florida, on August 23, 2018.
|
Assisted 4 Living, Inc. |
|||
|
By: |
/s/ Romulus Barr |
||
|
Name: |
Romulus Barr |
||
|
Title: |
President, Chief Executive Officer, Chief Financial Officer and Director |
||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
|
SIGNATURE |
TITLE |
DATE |
||
|
/s/ Romulus Barr |
President, Chief Executive Officer, Chief Financial Officer and Director |
August 23, 2018 |
||
|
Romulus Barr |
(principal executive officer, principal financial officer and principal accounting officer) |
|||
|
/s/ Anca Barr |
Secretary, Treasurer and Director |
August 23, 2018 |
||
|
Anca Barr |
(principal financial officer and principal accounting officer) |
| II-6 |
