ASSISTED 4 LIVING, INC. (Form: 8-K, Received: 03/29/2021 16:47:52)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2021 (March 23, 2021)

Assisted 4 Living, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-226979	82-1884480
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

6801 Energy Court, Suite 201 Sarasota, Florida		34240
(Address of Principal Executive Office)		(Zip Code)

(888) 609-1169

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

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

Item 1.01 Entry into a Material Definitive Agreement.

On March 23, 2021, Assisted 4 Living, Inc., a Nevada corporation (“Assisted”), entered into a Plan of Merger (the “Plan of Merger”) by and among Assisted, Assisted’s wholly owned subsidiary, BPCC Acquisition, Inc., a Florida corporation (“Merger Sub”), and Banyan Pediatric Care Centers, Inc., a Florida corporation (“Banyan”). Under the terms of the Plan of Merger, Merger Sub merged with and into Banyan with Banyan surviving the merger and becoming a wholly-owned subsidiary of Assisted (the “Merger”). The Merger was effective on March 23, 2021.

Pursuant to the Plan of Merger, at the effective time of the Merger:

	·	Banyan’s 49,984,649 outstanding shares of common stock were converted into and exchanged for the right to receive 4,165,388 shares of Assisted’s validly issued, fully paid and nonassessable shares of common stock, not including additional shares to be issued in lieu of any fractional shares (together, the “Merger Shares”), based on an exchange ratio of one (1) share of Assisted common stock for every twelve (12) shares of Banyan common stock. No fractional shares will be issued. In lieu of a fractional share, each holder of Banyan common stock who would otherwise be entitled to a fraction of a share of Assisted’s common stock shall receive one share of Assisted common stock. There were 64 qualified holders of Banyan common stock as of the effective date of the Merger.

	·	Banyan’s outstanding warrant to purchase 900,000 shares of common stock was converted into and exchanged for a warrant to purchase 75,000 shares of Assisted’s common stock (the “Warrant”). The Warrant is held by one investor and is exercisable for a period of ten years from the date the original warrant to purchase common stock of Banyan was issued to the holder. The Warrant provides for the purchase of shares of Assisted’s common stock an exercise price of $0.38 per share. The Warrant is exercisable for cash only. The number of shares of common stock deliverable upon exercise of the Warrants is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

	·	Banyan’s $2,300,000 of outstanding debt was assumed by the surviving corporation, and the $2,000,000 of such debt that was convertible into 20,000,000 shares of Banyan common stock will be converted at $0.50 per share into 4,000,000 shares of Assisted common stock, effective as of March 30, 2021 (the “Debt Conversion Shares”). The $300,000 of outstanding debt, evidenced by a promissory note dated November 6, 2020 (the “Note”), earns interest at the annual rate of 12%. Interest accrues and is payable on the sixth day of each month in the amount of $3,000 until the maturity date of the Note on November 6, 2021, at which time, the remaining principal balance, if any, shall be due and payable. There is a prepayment charge if any portion of the principal is paid prior to May 6, 2021, then Banyan must pay a prepayment fee calculated as the difference between six (6) months of interest on the amount of principal being prepaid and the amount of interest paid to date on the amount of principal being prepaid.

Following the Merger, Assisted has 39,395,388 shares of common stock outstanding, including 4,000,000 shares issued upon conversion of Banyan’s $2,000,000 in convertible debt assumed in the Merger, but not including up to 64 additional shares that could be issued in lieu of any fractional shares. The pre-Merger shareholders of Assisted retained an aggregate of 31,230,000 shares of outstanding common stock, representing approximately 79% ownership of the outstanding shares of common stock of Assisted post-Merger. Therefore, upon consummation of the Merger, there was not a change in control of Assisted.

The Merger was treated as a recapitalization and reverse acquisition of Assisted for financial accounting purposes. Banyan is considered the acquirer for accounting purposes, and Assisted’s historical financial statements before the Merger have been replaced with the historical financial statements of Banyan before the Merger in future filings with the SEC.

The parties intend for the Merger to qualify as a tax-free exchange under Section 351 of the Internal Revenue Code of 1986, as amended.

The foregoing summary of the Plan of Merger, the Warrant and the Note do not purport to be complete and are qualified in their entirety by reference to the Plan of Merger, the Warrant and the Note, copies of which are filed as Exhibits 2.1, 4.1 and 4.2 to this Report and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

To the extent required by Item 2.01 of Form 8-K, the information set forth in Item 1.01 above and in Items 2.03, 3.02, 3.03, 5.02 and 5.03 below is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information set forth in Items 1.01 and 2.01 above and in Items 3.02, 3.03, 5.02 and 5.03 below is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The issuance of the Merger Shares, the Warrant and the Debt Conversion Shares in connection with the Merger are exempt from registration under Section 4(a)(2) and Rule 506 of Regulation D as promulgated by the SEC under of the Securities Act of 1933, as amended (the “Securities Act”), as transactions by an issuer not involving any public offering, based on Assisted’s belief that the issuance of such securities did not involve a public offering and all of the Banyan shareholders who were not already shareholders of Assisted, either alone or through a purchaser representative, had such knowledge and experience in financial and business matters so that each was capable of evaluating the risks of the investment.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information set forth in Items 1.01, 2.01, 2.03 and 3.02 above and in Items 5.02 and 5.03 below is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger, Mr. Roger Tichenor resigned from his officer position as Chief Financial Officer with Assisted and Janet Huffman was appointed by the board of directors of Assisted to serve as the Chief Financial Officer of Assisted until her resignation or removal in accordance with Assisted’s Bylaws.

Janet Huffman; Age 49: Janet is currently the Secretary and Treasurer of Assisted. Since January 2019, Janet has been the CFO and Secretary of Banyan. She is an experienced health care professional with over 15 years’ experience in Home Care, Physician Practices and Hospice. She has a proven track record of leadership in growing organizations and impacting bottom-line revenue cycle management through productivity alignment, fiscal oversight and management, and streamlining operational efficiencies in support of scalability and predictive organizational models.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As set forth above, the Merger will be treated as a reverse merger for accounting purposes under U.S. generally accepted accounting principles. Therefore, Assisted has elected to change its fiscal year end from November 30 to December 31 following the Merger.

To the extent required by Item 5.03 of Form 8-K, the information contained in Items 1.01, 2.01, 2.03, 3.02, 3.03 and 5.02 above is incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

As described earlier in this Report, following the effective time of the Merger, Banyan, Assisted’s wholly-owned subsidiary, will continue its pre-Merger business and operations. Information regarding Banyan’s historic business is set forth below. For purposes of this Item 8.01, references to “we,” “us,” and “our” refer to Assisted and its direct and indirect subsidiaries on a consolidated basis:

Overview of Business

Banyan was organized under the laws of the State of Florida on January 15, 2019 for the purpose of providing health care services for medically fragile and chronically ill children. Specifically, to open and operate Prescribed Pediatric Extended Care (“PPEC”) centers in the State of Florida. Our PPEC centers provide, among other services, daily medical care for medically fragile and chronically ill children whose current locations are in Florida.

A PPEC center is a state licensed and regulated non-residential center that serves three or more medically dependent or technologically dependent children ranging in age from a newborn to 21 who require short, long-term, or intermittent medical care due to medically complex conditions. A PPEC center offers services that meet the children’s physiological, developmental, nutritional and social needs, and affords these children the opportunity to interact with other children with special medical needs.

The children who come to PPEC centers receive skilled medical, respiratory, physical, occupational, and other therapies tailored to their individual needs. PPEC centers are operated and staffed by registered nurses, licensed practical nurses and other qualified personnel such as paramedics and nursing assistants. Due to the specialized care required to treat pediatric illnesses and conditions, nursing care is most effectively delivered to pediatric patients by nurses with experience in either a neonatal intensive care unit or pediatric intensive care unit or equivalent experience. These specialized health care professionals are experienced in treating medically fragile children and administering required medications and other therapies.

PPEC centers provide up to 12 hours of daily care for families struggling with the unique and complex medical needs of their children and allow the parents of children with special needs some independence and the opportunity to still pursue their professional goals.

Banyan’s PPEC centers provide, among other services, daily medical care, and physical, occupational, and other forms of therapy for medically fragile and chronically ill children. The children receive nursing supervision and/or physical, occupational, and other therapies in a setting that facilitates their socialization and education. Banyan also provides case management services to assist the family and patient by coordinating the provision of services between the insurer or other payor, the physician, the hospital, and other health care providers.

In the state of Florida, PPECs are regulated and licensed by the Agency for Health Care Administration (AHCA). AHCA is responsible for the administration of the Florida Medicaid program, licensure, and regulation of Florida’s health facilities. The licensure process can take 60-90 days and requires that the applicant submit all required local, state, and federal certifications, licenses and or permits required to operate. Licensure application also requires an onsite survey. Licensure is biennial and requires onsite survey as part of the license renewal process.

PPEC reimbursement rates are determined by the Medicaid program. Banyan could be significantly affected by any future changes in the Medicaid reimbursement rates. To receive authorization for PPEC services a child must have a qualifying diagnosis and a prescription from a physician. The Centers for Medicare and Medicaid Services (CMS) has contracted with EQ Health Solutions, a third-party software provider, to manage the patient’s initial authorization and re certification process to receive PPEC services. All children must be approved and receive an authorization number prior to receiving PPEC services. Any changes with this authorization process or third-party contracts CMS could negotiate in the future could affect Banyan and their financial operations.

Banyan has plans to expand into multiple states and will be subject to the regulations, licensure requirements and processes, and reimbursement rates in each of those states. States that have a PPEC or similar program manage their own program requirements, regulations, and reimbursement programs. Banyan’s projected financial plans in these expansion states could be impacted by any changes or barriers to entry in each of these states as they expand.

Market Analysis

According to the Florida Agency for Health Care Administration (“AHCA”), there are approximately more than 93,000 children in Florida identified as medically needy and potentially eligible to be covered under the Children Medical Services (“CMS”) Network in Florida. A CMS plan is a managed care plan, but it is paid by the State of Florida on a non-risk basis. To be eligible for the CMS plan in Florida, a patient must meet the certain eligibility requirements, which are: (1) be eligible for Medicaid; (2) be 21 years old or younger; (3) have a chronic and serious physical, developmental, behavioral or emotional condition as defined in Florida law; and (4) require health care and related services of a type or amount beyond which is generally required by children.

According to the AHCA, there are currently only 120 licensed PPEC facilities in Florida, which collectively can accommodate approximately 5,671 of the more than 93,000 medically needy children currently in Florida.

Competition

Child Health Holdings, Inc. d/b/a Pediatric Health Choice, headquartered in Tampa, is the state’s largest operator of PPEC centers, with 11 locations throughout Florida.

EPIC Health Service, Inc. subsidiaries Guardian Healthcare Providers, Inc. and parent company Aveanna Healthcare Holdings, Inc. is the largest organization in the country with over 65 locations throughout 17 states providing PPEC, pharmacy, home health and private duty pediatric services.

Competitive Strengths

We believe we have the following competitive strengths:

	·	Our management team is deeply rooted in the communities that we serve, having relationships with multiple health care facilities and referral sources.

	·	Our Board of Director (the “Board”) members are highly skilled healthcare professionals with successful careers in scaling healthcare organizations.

	·	By providing better continuity of care and chronic disease management, our services assist local pediatricians to achieve HEDIS (Healthcare Effectiveness Data Information Set) quality measures that score and monitor patient outcomes, and directly affect provider reimbursements and the ability to contract with payers.

Employees

Banyan currently has 45 employees, 32 full time employees and 13 part time employees. Banyan has a President, CFO, and SVP of Business and Clinical Development that manage the operations, clinical programs, financial operations, and growth strategies.

Laws and Regulations

Health care operations are highly regulated by both state and federal government agencies. Regulation of health care services is an ever-evolving area of law that varies from jurisdiction to jurisdiction. Regulatory agencies generally have discretion to issue regulations and interpret and enforce laws and rules. Changes in applicable laws, statutes, regulations and interpretive guidance occur frequently. In addition, government agencies may impose taxes, fees or other assessments upon Banyan at any time.

Banyan is also subject to certain state laws prohibiting the payment of remuneration for patient or business referrals and the provision of services where a financial relationship exists between a referring person or entity and the entity providing the service. Federal laws governing our activities include regulation under the Medicare and Medicaid programs. Federal fraud and abuse laws prohibit or restrict, among other things, the payment of remuneration to parties in a position to influence or cause the referral of patients or business, as well as the filing of false claims. Government enforcement authorities have become increasingly active in recent years in their review and scrutiny of various sectors of the health care industry.

Changes in or new interpretations of these laws could have an adverse effect on our methods and costs of doing business. Further, failure by Banyan to comply with such laws could adversely affect the ability to continue to provide, or receive reimbursement for, our services, and could subject Banyan and its officers and employees to civil and criminal penalties. There can be no assurance that Banyan will not encounter regulatory impediments that could adversely affect the ability to open facilities or to expand the services currently planned to provide at the facilities.

HIPAA, HITECH Act, State Privacy Laws and Breach Notification Laws.

HIPAA and the regulations adopted under HIPAA are intended to improve the portability and continuity of health insurance coverage and simplify the administration of health insurance claims and related transactions.

The HITECH Act modified certain provisions of HIPAA by, among other things, extending the privacy and security provisions to business associates, mandating new regulations around electronic health records, expanding enforcement mechanisms, and increasing penalties for violations.

On January 25, 2013, the U.S. Department of Health and Human Services (“HHS”), as required by the HITECH Act, issued the Final Omnibus Rules that provide final modifications to HIPAA rules to implement the HITECH Act.

The HITECH Act also contains a number of provisions that provide incentives for states to initiate certain programs related to health care and health care technology, such as electronic health records. While provisions such as these will not apply to us directly, states wishing to apply for grants under the HITECH Act, or otherwise participating in such programs, may impose new health care technology requirements on us through our expected contracts with state Medicaid agencies.

All health plans are considered covered entities subject to HIPAA. HIPAA generally requires health plans, as well as their providers and vendors, to: (1) protect patient privacy and safeguard individually identifiable health information; and (2) establish the capability to receive and transmit electronically certain administrative health care transactions, such as claims payments, in a standardized format.

Specifically, the HIPAA Privacy Rule regulates use and disclosure of individually identifiable health information, known as “protected health information” (“PHI”). The HIPAA Security Rule requires covered entities to implement administrative, physical and technical safeguards to protect the security of electronic PHI. Certain provisions of the security and privacy regulations apply to business associates (entities that handle PHI on behalf of covered entities), and business associates are subject to direct liability for violation of these provisions. Furthermore, a covered entity may be subject to penalties as a result of a business associate violating HIPAA, if the business associate is found to be an agent of the covered entity.

Covered entities must report breaches of unsecured PHI to affected individuals without unreasonable delay, but not to exceed 60 days of discovery of the breach by a covered entity or its agents. Notification must also be made to HHS and, in certain situations involving large breaches, to the media. HHS is required to publish on its website a list of all covered entities that report a breach involving more than 500 individuals. All non-permitted uses or disclosures of unsecured PHI are presumed to be breaches unless the covered entity or business associate establishes that there is a low probability the information has been compromised. Various state laws and regulations may also require us to notify affected individuals in the event of a data breach involving individually identifiable information.

HIPAA violations by covered entities may result in civil and criminal penalties. Covered entities could face civil monetary penalties up to an annual maximum of $1.5 million for uncorrected violations based on willful neglect. HHS enforces the regulations and performs audits to confirm compliance. Investigations of violations that indicate willful neglect, for which penalties are mandatory, are statutorily required. HHS may also resolve HIPAA violations through informal means, such as allowing a covered entity to implement a corrective action plan, but HHS has the discretion to move directly to impose monetary penalties and is required to impose penalties for violations resulting from willful neglect. In addition, state attorneys general are authorized to bring civil actions seeking either injunctions or damages in response to violations of HIPAA privacy and security regulations that threaten the privacy of state residents.

Banyan enforces a HIPAA compliance plan, which complies with the HIPAA privacy and security regulations. Banyan also has dedicated resources to monitor compliance with our HIPAA compliance program.

Banyan, its providers, and certain of its vendors are also subject to numerous other privacy and security laws and regulations at the federal and state levels. Banyan remains subject to any federal or state privacy-related laws that are more restrictive than the privacy regulations issued under HIPAA. These laws vary and violations may result in additional penalties.

Fraud and Abuse Laws. Federal and state enforcement authorities have prioritized the investigation and prosecution of health care fraud, waste and abuse. Fraud, waste and abuse prohibitions encompass a wide range of operating activities, including kickbacks or other inducements for referral of members, billing for unnecessary medical services by a provider and improper marketing and violation of patient privacy rights. Companies involved in public health care programs such as Medicaid and Medicare are required to maintain compliance programs to detect and deter fraud, waste and abuse, and are often the subject of fraud, waste and abuse investigations and audits. The regulations and contractual requirements applicable to participants in these public-sector programs are complex and subject to change. Although Banyan has structured a compliance program with care in an effort to meet all statutory and regulatory requirements, our policies and procedures will be continuously under review and subject to updates and our training and education programs will always be evolving. We intend to invest significant resources towards our compliance efforts.

False Claims Act. We are subject to federal and state laws and regulations that apply to the submission of information and claims to various agencies. For example, the federal False Claims Act provides, in part, that the federal government may bring a lawsuit against any person or entity who it believes has knowingly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false record to get a claim approved. The federal government has taken the position that claims presented in violation of the federal anti-kickback statute may be considered a violation of the federal False Claims Act. Violations of the False Claims Act are punishable by treble damages and penalties of up to a specified dollar amount per false claim. In addition, a special provision under the False Claims Act allows a private person (for example, a “whistleblower” such as a disgruntled former associate, competitor or member) to bring an action under the False Claims Act on behalf of the government alleging that an entity has defrauded the federal government and permits the private person to share in any settlement of, or judgment entered in, the lawsuit. A number of states, including Florida, have adopted false claims acts that are similar to the federal False Claims Act.

Medicare and Medicaid Regulations. As a provider of services under the Medicare and Medicaid programs (the “Programs”), we are subject to federal and state laws and regulations governing reimbursement procedures and practices. These laws include the Medicare and Medicaid fraud and abuse statutes and regulations which, among other provisions, prohibit the payment or receipt of any form of remuneration in return for referring business or patients to providers for which payments are made by a governmental health care program. Violation of these laws may result in civil and criminal penalties, including substantial fines, loss of the right to participate in the Programs and imprisonment of responsible individuals. In addition, HIPAA expanded the federal government’s fraud and abuse enforcement powers. Among other provisions, HIPAA expands the federal government’s authority to prosecute fraud and abuse beyond Medicare and Medicaid to all payors; makes exclusion from the Programs mandatory for a minimum of five years for any felony conviction relating to fraud; requires that organizations contracting with another organization or individual take steps to be informed as to whether the organization or individual is excluded from Medicare and Medicaid participation; and enhances civil penalties by increasing the amount of fines permitted. These laws also include a prohibition on referrals contained in the Omnibus Budget Reconciliation Act of 1989 (“Stark I”), which prohibits referrals by physicians to clinical laboratories where the physician has a financial interest, and further prohibitions contained in the Omnibus Budget Reconciliation Act of 1993 (“Stark II”), which prohibits such referrals for a more extensive range of services, including durable medical equipment. Various federal and state laws impose civil and criminal penalties against participants in the Programs who make false claims for payment for services or otherwise engage in false billing practices.

Many state laws prohibit the payment or receipt or the offer of anything of value in return for, or to induce, a referral for health care goods or services. In addition, there are several other statutes that, although they do not explicitly address payments for referrals, could be interpreted as prohibiting the practice. While similar in many respects to the federal laws, these state laws vary from state to state, are often vague and have sometimes been interpreted inconsistently by courts and regulatory agencies. Private insurers and various state enforcement agencies have also increased their scrutiny of health care providers’ practices and claims.

There can be no assurance that Banyan will not become the subject of a regulatory or other investigation or proceeding or that our interpretations of applicable health care laws and regulations will not be challenged. The defense of any such challenge could result in substantial cost to us, diversion of management’s time and attention, and could have a material adverse effect on our company.

The Social Security Act, as amended by HIPAA, provides for the mandatory exclusion of providers and related persons from participation in the Programs if the individual or entity has been convicted of a criminal offense related to the delivery of an item or service under the Programs or relating to neglect or abuse of patients. Further, individuals or entities may be, but are not required to be, excluded from the Programs in circumstances including, but not limited to, convictions relating to fraud; obstruction of an investigation of a controlled substance; license revocation or suspension; filing claims for excessive charges or unnecessary services or failure to furnish medically necessary services; or ownership or control by an individual who has been excluded from the Programs, against whom a civil monetary penalty related to the Programs has been assessed, or who has been convicted of a crime described in this section. The illegal remuneration provisions of the Social Security Act make it a felony to solicit, receive, offer to pay, or pay any kickback, bribe, or rebate in return for referring a patient for any item or service, or in return for purchasing, leasing or ordering any good, service or item, for which payment may be made under the Programs. Other provisions in HIPAA proscribe false statements in billing and in meeting reporting requirements and in representations made with respect to the conditions or operations of providers. A violation of the illegal remuneration statute is a felony and may result in the imposition of criminal penalties, including imprisonment for up to five years and/or a fine of up to $25,000. Further, a civil action to exclude a provider from participation in the Programs could occur. There are also other civil and criminal statutes applicable to the industry, such as those governing false billings and the health care/services offenses contained in HIPAA, including health care/services fraud, theft or embezzlement, false statements and obstruction of criminal investigation of offenses. Criminal sanctions for these health care criminal offenses can be severe, including imprisonment for up to twenty years.

Environmental Matters

Medical facilities are subject to a wide variety of federal, state and local environmental and occupational health and safety laws and regulations, such as air and water quality control requirements, waste management requirements and requirements for training employees in the proper handling and management of hazardous materials and wastes. Banyan facility operations include, but are not limited to, the handling, use, storage, transportation, disposal and/or discharge of hazardous, toxic, infectious, flammable and other hazardous materials, waste, pollutants or contaminants. These activities may result in injury to individuals or damage to property or the environment and may result in legal liability damages, injunctions, fines, penalties or other governmental agency actions.

Properties

Banyan leases 3 properties that it uses or intends to use for their PPEC operations. The leased facility in St. Petersburg Florida is approximately 12,137 square feet with an additional 3,000 square feet of outside space used as a play area. Banyan assumed this lease in its acquisition of this company in May of 2020.

Banyan also leases space in New Port Richey Florida for its Pasco county location pending licensure approval. The leased property in New Port Richey Florida is approximately 10,500 square feet. The initial term is 7 years and includes two options to renew for an additional 5 years for each optional term.

Banyan leases space in Sarasota Florida for its Sarasota PPEC location currently pending survey and final approval for initial licensure application. The Sarasota location is also where Banyan has its corporate headquarters located. The Sarasota leased space is approximately 25,600 square feet. Banyan finished approximately 13,000 square feet to operate their Sarasota PPEC and to utilize as corporate headquarters. The Sarasota lease term consist of an initial 5-year term with an additional two optional terms of 5 years each.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The Company intends to file the financial statements of Banyan required by Item 9.01(a) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.

(b) Pro Forma Financial Information.

The Company intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Report no later than 71 calendar days after the required filing date for this Report.

(d) Exhibits.

Exhibit Number		Description

2.1		Plan of Merger by and among Assisted 4 Living, Inc., BPCC Acquisition, Inc. and Banyan Pediatric Care Centers, Inc. dated March 23, 2021.

4.1		Assisted 4 Living, Inc. Warrant for 75,000 shares of Common Stock.

4.2		Promissory Note payable by Banyan Pediatric Care Centers, Inc. in the amount of $300,000 dated November 6, 2020.

SIGNATURES

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

Date: March 23, 2021	ASSISTED 4 LIVING, INC.

	By:	/s/ Louis Collier, Jr.
		Louis Collier, Jr. CEO

EXHIBIT 2.1

PLAN OF MERGER

THIS PLAN OF MERGER (this “Plan”), dated as of March 23, 2021, is entered into by and among BANYAN PEDIATRIC CARE CENTERS, INC., a Florida corporation (“Banyan”), BPCC ACQUISITION, INC., a Florida corporation (“Merger Sub”) and ASSISTED 4 LIVING, INC., a Nevada corporation (“Parent”).

WHEREAS, the parties intend that Merger Sub be merged with and into Banyan, with Banyan surviving that merger and becoming a wholly-owned subsidiary of Parent and the shareholders of Banyan receiving shares of the common stock of Parent (“Parent Common Stock”) in exchange for their shares of common stock of Banyan (“Banyan Common Stock”) on the terms and subject to the conditions set forth herein (the “Merger”);

WHEREAS, a special committee of Board of Directors of Banyan (the “Committee”) consisting of all of the directors who are not also directors of Parent’s Board of Directors (the “Affiliates”);has unanimously: (a) determined that this Plan and the transactions contemplated hereby, including the Merger, are in the best interests of Banyan and its shareholders; (b) approved and declared advisable this Plan and the transactions contemplated hereby, including the Merger; and (c) recommended approval of this Plan and the transactions contemplated hereby, including the Merger, by the shareholders of Banyan holding a majority of issued and outstanding shares of Banyan Common Stock not beneficially owned by the Affiliates (the “Minority”), in accordance with the Florida Business Corporation Act (the “FBCA”);

WHEREAS, prior to Banyan’s execution of this Plan, Banyan shall obtain approval from the Minority of the Plan and the transactions contemplated hereby, including the Merger (the “Minority Approval”), in accordance with the FBCA;

WHEREAS, the respective Boards of Directors of Parent and Merger Sub have unanimously: (a) determined that this Plan and the transactions contemplated hereby, including the Merger, are in the best interests of Parent, Merger Sub and their respective shareholders; and (b) approved and declared advisable this Plan and the transactions contemplated hereby, including the Merger; and

WHEREAS, the parties to this Plan intend that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the parties have agreed not to take actions that would cause the merger not to so qualify.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

THE MERGER

1.1 Merger. On the terms and subject to the conditions set forth in this Plan, at the Effective Time, in accordance with the provisions of the FBCA, Merger Sub will be merged with and into Banyan. Banyan will continue its corporate existence as the surviving entity in the Merger (the “Surviving Entity”) and the separate existence of Merger Sub shall cease.

1.2 Closing; Effective Time. Subject to and conditioned upon Banyan obtaining the Minority Approval and the other terms and conditions of this Plan, the closing of the Merger (the “Closing”) shall take place remotely by exchange of documents and signatures (or their electronic counterparts) at such time and on such date as Banyan and Parent may mutually agree upon. On or about the date of the Closing, Banyan and Merger Sub shall cause articles of merger (the “Articles of Merger”) to be executed and filed with the Secretary of State of the State of Florida in accordance with the relevant provisions of the FBCA and shall make all other filings or recordings required under the FBCA. The Merger shall become effective at such time as the Articles of Merger have been duly filed with the Secretary of State of the State of Florida or at such later date or time as may be agreed by Banyan and Merger Sub in writing and specified in the Articles of Merger in accordance with the FBCA (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

1.3 Legal Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the FBCA. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Banyan and Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions and duties of each of Banyan and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Entity.

1.4 Articles of Incorporation and Bylaws of the Surviving Entity.

(a) Articles of Incorporation. As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub or Banyan, the Articles of Incorporation of Banyan, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Entity until thereafter amended in accordance with the FBCA.

(b) Bylaws. As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub or Banyan, the Bylaws of Banyan, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Entity until thereafter amended in accordance with the FBCA and the Articles of Incorporation of the Surviving Entity.

1.5 Directors and Officers of the Surviving Entity. The initial sole director and sole officer of the Surviving Entity shall be Louis Collier, until his successor is duly elected or appointed and qualified.

1.6 Tax Treatment. For U.S. federal income tax purposes, this Plan is intended to constitute, and the parties hereby adopt this Plan as, a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a). Each party agrees that, for U.S. federal income tax purposes: (a) it shall treat the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code; (b) that it shall report the Merger as a “reorganization” within the meaning of Section 368(a) of the Code and it shall not take any tax reporting position inconsistent with such treatment for U.S. federal, state and other relevant tax purposes; (c) Banyan, Parent and Merger Sub are “parties to a reorganization” within the meaning of Section 368(b) of the Code; (d) it shall retain such records and file such information as is required to be retained and filed pursuant to Treasury Regulation Section 1.368(a)-3 in connection with the Merger; and (e) it shall otherwise use its best efforts to cause the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. No party shall take any action, fail to take any action, cause any action to be taken or cause any action to be taken or cause any action to fail to be taken that could reasonably be expected to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. Each party hereto agrees to act in good faith, consistent with the intent of the parties and the intended U.S. federal income tax treatment of the Merger as set forth in this Section 1.6.

ARTICLE II

MANNER OF CONVERTING SECURITIES

2.1 Conversion of Shares in the Merger. Subject to the provisions of this Article II, at and as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or Banyan, or any of the shareholders of any of the foregoing, the outstanding securities of Banyan and Merger Sub shall be converted as follows:

(a) Banyan Common Stock. Each share of common stock, par value $0.0001 per share, of Banyan (“Banyan Common Stock”) issued and outstanding immediately prior to the Effective Time (other than Banyan dissenting shares) shall, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Banyan or Merger Sub, cease to be outstanding and shall be converted into and exchanged for the right to receive one-twelfth (1/12) of a validly issued, fully paid and nonassessable share of Parent Common Stock (the “Exchange Ratio”). As of the date of this Plan, there are 49,984,649 shares of Banyan Common Stock outstanding. Based on the Exchange Ratio, Parent will issue 4,165,388 shares of Parent Common Stock, not including additional shares to be issued in lieu of any fractional share as described in Section 2.4 below, and subject to any Banyan AR Shares not being exchanged as described in Section 2.5 below.

(b) Banyan Warrants. Each warrant to purchase shares of Banyan Common Stock that is outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Banyan or Merger Sub, cease to be outstanding and shall be converted into and exchanged for a new warrant to purchase shares of Parent Common Stock. The new warrant shall be as nearly equivalent in all substantive respects as practicable to the Banyan warrant; provided, however, that the number of shares of Parent Common Stock that may be purchased upon exercise of the new warrant will be subject to the Exchange Ratio and reduced accordingly.

(c) Merger Sub Shares. Each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive one (1) validly issued, fully paid and nonassessable share of the common stock, par value $0.0001 per share, of the Surviving Entity.

(d) Parent Common Stock. Each share of Parent Common Stock owned by Banyan shall, at the Effective Time, be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

2.2 Surrender and Exchange of Banyan Securities. As soon as practicable after the Effective Time, Parent or its transfer agent shall deliver to each record holder of Banyan Common Stock evidence of shares held in book-entry form registered in the name of such Banyan shareholder representing the number of shares of Parent Common Stock to which such holder is entitled under this Article II. As of the Effective Time, each share of Banyan Common Stock (other than Banyan dissenting shares) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall be deemed at and after the Effective Time to represent only the right to receive the consideration specified in this Article II, as applicable, for the Banyan shareholder who is the holder thereof. Each Banyan dissenting share shall be converted into the right to receive payment from the Surviving Entity with respect thereto in accordance with the provisions of the FBCA.

2.3 Transfer Books; No Further Ownership Rights in Banyan Common Stock. All shares of Parent Common Stock issued in accordance with the terms of this Article II shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the Banyan Common Stock, and upon such issuance, such shares of Parent Common Stock shall have been duly authorized, validly issued and fully paid and nonassessable. At the Effective Time, the transfer books of Banyan shall be closed and thereafter there shall be no further registration of transfers on the transfer books of the Surviving Entity of the Banyan Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Banyan Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such interests, except as otherwise provided for herein or by applicable law.

2.4 No Fractional Shares for Parent Common Stock. No fraction of a share of Parent Common Stock (or evidence of such shares in book-entry form) shall be issued upon the exchange of a share of Banyan Common Stock pursuant to this Article II, no dividends or other distributions of Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. Each holder of Banyan Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall receive from Parent, in lieu of such fractional share, one share of Parent Common Stock.

2.5 Appraisal Rights Shares. Notwithstanding anything in this Agreement to the contrary, shares of Banyan Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by Banyan shareholders properly exercising appraisal rights (the “Banyan AR Shares”) available under FBCA Sections 607.1301 - 607.1340 (the “Appraisal Rights Act”) shall be converted into the right to receive payment from the Surviving Entity with respect thereto and shall not be converted into or be exchangeable for the right to receive shares of Parent Common Stock unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to payment under the Appraisal Rights Act. Banyan AR Shares shall be treated in accordance with the Appraisal Rights Act. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Banyan Common Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, shares of Parent Common Stock in accordance with the terms of this Article III. Banyan shall give Parent: (a) prompt notice of any written demands for payment of any Banyan Common Stock, attempted withdrawals of such demands and any other instruments, served pursuant to the Appraisal Rights Act and received by Banyan relating to rights to be paid the “fair value” of Banyan AR Shares, as provided in the Appraisal Rights Act; and (b) the opportunity to participate in, and after the Closing, direct, all negotiations and Proceedings with respect to demands for appraisal under the Appraisal Rights Act. Banyan shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of Banyan Common Stock. The Surviving Entity shall comply with all notice requirements under the Appraisal Rights Act.

ARTICLE III

MISCELLANEOUS

3.1 Counterparts. This Plan may be executed in counterparts, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. A signed copy of this Plan (including any digital or electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) delivered by electronic mail or other means of electronic transmission of a .pdf or similar file shall be deemed to have the same legal effect as delivery of an original signed copy of this Plan.

3.2 Governing Law. This Plan shall be construed in accordance with, and governed in all respects by, the internal Laws of the State of Florida, without reference to its choice of law rules.

3.3 Arm’s Length Negotiations. Each party herein expressly represents and warrants to all other parties hereto that: (a) before executing this Plan, said party has fully informed itself of the terms, contents, conditions and effects of this Plan; (b) said party has relied solely and completely upon its own judgment in executing this Plan; (c) the Committee, on behalf and for the benefit of Banyan, has had the opportunity to seek and has obtained the advice of its own counsel with respect to this Plan and the transactions contemplated hereby before executing this Plan; (d) said party has acted voluntarily and of its own free will in executing this Agreement; (e) said party is not acting under duress, whether economic or physical, in executing this Agreement; and (f) this Agreement is the result of arm’s length negotiations conducted by and among the parties and their counsel.

3.4 Waiver of Conflict. Parent, Merger Sub and Banyan each: (a) acknowledge and agree that: (i) in connection with drafting this Plan and the transactions contemplated hereby, Bahnsen Legal Group, PLLC (the “Law Firm”) represents all three parties, but not the Committee; and (ii) the Law Firm has represented, and may hereafter represent, Parent and Banyan and their affiliates or subsidiaries in other legal, financial and business matters; (b) consent to the representation of each of Parent, Merger Sub and Banyan by the Law Firm in connection with drafting this Plan and the transactions contemplated hereby; (c) waive any conflict of interest that could arise as a result of the representation of each of Parent, Merger Sub and Banyan in connection with drafting this Plan and the transactions contemplated hereby or the future representation of Parent and Banyan or their affiliates or subsidiaries in any matter not related to drafting this Plan and the transactions contemplated hereby; (d) acknowledge that the Law Firm will not be able to represent any of Parent, Merger Sub and Banyan in any controversies related to this Plan and the transactions contemplated hereby that cannot be resolved amicably; (e) agree that the Law Firm may freely convey to the other parties necessary information provided to the Law Firm in the course of drafting this Plan and the transactions contemplated hereby unless all three parties expressly agree to the contrary; and (f) agree to indemnify and hold harmless the Law Firm and its affiliates, successors and assigns from any claim, loss, expense, liability, action or damage resulting from any claim of a conflict of interest, negligence or breach of fiduciary duties by anyone, including shareholders of Parent or Banyan or the Committee in connection with the Law Firm’s representation of each of Parent, Merger Sub and Banyan in connection with drafting this Plan and the transactions contemplated hereby.

IN WITNESS THEREOF, this Plan of Merger has been executed by the undersigned as of the date first set forth above.

	BANYAN PEDIATRIC CARE CENTERS, INC., a Florida corporation

	By:	/s/ Jason Moxley
		Jason Moxley, President

	BPCC ACQUISITION, INC., a Florida corporation

	By:	/s/ Louis Collier
		Louis Collier, President

	ASSISTED 4 LIVING, INC., a Nevada corporation

	By:	/s/ Louis Collier
		Louis Collier, CEO

EXHIBIT 4.1

WARRANT FOR SHARES OF COMMON STOCK

No. 1

May 2, 2020 (the “Effective Date”)

For value received, the receipt and sufficiency of which are hereby acknowledged, this Warrant for Shares of Common Stock (this “Warrant”) is issued to THE KIDZ CLUB-ST. PETE, LLC, a Kentucky limited liability company (the “Holder”), by ASSISTED 4 LIVING, INC., a Nevada corporation (the “Company”) pursuant to that certain Asset Purchase Agreement dated September 27, 2019 between Holder, KY PPEC, INC., a Kentucky corporation (“Parent”), THE HIRSCH FAMILY TRUST U/A/D OCTOBER 21, 2005 (“Member”), Lee Zimmerman (“Zimmerman”), Richard White (“White”), and Banyan Pediatric Care Centers, Inc., as amended effective as of April 17, 2020 (the “Purchase Agreement”). Capitalized terms used in this Warrant and not defined in this Warrant shall have the meanings ascribed to them in the Purchase Agreement.

1. Purchase of Shares.

(a) Exercise of Warrant. Subject to the terms and conditions set forth herein, the Holder shall be entitled, upon surrender of this Warrant, to receivean aggregate of seventy five thousand (75,000) shares of duly authorized, validly issued, fully paid and nonassessable shares of the Company’s common stock, par value $0.0001 per share, which has voting rights (the “Shares”). The term “Warrant” as used herein shall be deemed to include any warrants issued upon transfer or partial exercise of this Warrant or in substitution of this Warrant, unless the context clearly requires otherwise.

(b) Exercise Price. In respect of any exercise, in whole or in part, of the Warrant pursuant to Section 1(a) above, the exercise price per Share shall be $0.38 (the “Exercise Price”).

2. Exercise Period. Warrants granted herein shall be exercisable, in whole or in part, at any time and from time to time, during the period commencing upon the date first written above and ending on the earliest of: (a) 5:00 p.m., Eastern Time on the date which is the tenth anniversary of the date hereof; (b) immediately prior to the closing of the first firm-commitment underwritten public offering of securities of the Company (an “Initial Public Offering”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”); or (c) a Change of Control (as defined below).

3. Method of Exercise.

(a) The Holder may exercise this Warrant, in whole or in part, by the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise annexed hereto as Exhibit A (the “Notice of Exercise”), to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing). In addition, at the time of exercise, the Holder shall deliver to the Company the payment to the Company in cash or cash equivalents of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.

(b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. As used in this Warrant, “person” means any individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization or any federal, state, county or municipal governmental or quasi-governmental agency, department, commission, board, bureau or instrumentality or any other entity.

(c) As soon as reasonably practicable after the exercise of this Warrant, in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as the Holder may direct:

(i) a certificate or certificates (with appropriate restrictive legends) for the number of Shares to which the Holder shall be entitled, in such denominations as may be requested by the Holder; and

(ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares described in this Warrant minus the number of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above.

(d) No fractional Shares will be issued in connection with any exercise of this Warrant; in lieu of a fractional share upon complete exercise hereof, Holder may purchase a whole share by delivering payment equal to the appropriate portion of the then effective Exercise Price.

4. Change of Control. “Change of Control” means the consummation of: (a) a sale, transfer, exclusive license or other disposition, in one transaction or a series of related transactions, of all or substantially all of the Company’s and its subsidiaries’ assets, taken as a whole (except where such sale, transfer, license or other disposition is to a wholly-owned subsidiary of the Company); (b) the merger or consolidation of the Company with or into another entity, except any merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold a majority of the voting power of the capital stock of the Company or the surviving or acquiring entity, (or, if the surviving or acquiring entity is a wholly owned subsidiary of another party immediately following such merger or consolidation, the parent entity of such surviving or acquiring entity); (c) the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to an entity person or group of affiliated persons (other than an underwriter of the Company’s securities), of the Company’s securities if, after such consummation, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Company’s securities (or the surviving or acquiring entity, or the parent entity of such surviving or acquiring entity); or (d) a liquidation, voluntary or involuntary dissolution or winding up of the Company.

5. Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that:

(a) Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified and is authorized to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

(b) Authorization. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Warrant by the Company, the performance of all obligations of the Company hereunder and the authorization, issuance (or reservation for issuance), sale and delivery of the Shares issuable hereunder has been taken, and this Warrant constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms.

(c) Compliance with Other Instruments. The authorization, execution and delivery of the Warrant will not constitute or result in a material default or violation of any law or regulation applicable to the Company or any material term or provision of the Company’s current certificate of incorporation or bylaws, or any material agreement or instrument by which it is bound or to which its properties or assets are subject.

(d) Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms of this Warrant for the consideration expressed herein, will be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights, taxes, liens and charges with respect to the issuance thereof. Based in part upon the representations and warranties of the Holder set forth in this Warrant, the offer, sale and issuance of this Warrant, and the issuance of Shares upon exercise of this Warrant, are and will be exempt from the registration requirements of any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

6. Representations and Warranties of the Holder. In connection with the transactions provided for herein, the Holder hereby represents and warrants to the Company that:

(a) Authorization. The Holder has full power and authority to enter into this Warrant, and this Warrant constitutes a valid and legally binding obligation of the Holder, enforceable in accordance with its terms.

(b) Restricted Securities. The Holder understands that the securities are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration only in certain limited circumstances.

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.”

7. Adjustment of Exercise Price and Number of Shares. The number and kind of Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a) Subdivisions and Combinations. If the Company shall at any time after the issuance of this Warrant subdivide its common stock (the “Common Stock” or “Existing Stock”) by split-up or otherwise, or combine its Existing Stock, the number of Shares issuable upon the exercise of this Warrant shall be proportionately increased in the case of a subdivision, or proportionately decreased in the case of a combination. The Exercise Price in effect prior to such subdivision or combination shall forthwith be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination, but the aggregate Exercise Price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(b) Reclassification, Reorganization and Consolidation. In the event of (i) any reclassification or change of outstanding securities issuable upon exercise of this Warrant; (ii) any consolidation or merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification, change or exchange of outstanding securities issuable upon exercise of this Warrant); or (iii) any sale or transfer to another corporation of all, or substantially all, of the assets of the Company, in each case of (i) through (iii) above which does not constitute a Change of Control (a “Corporate Transaction”), then, and in each such event, the Company or such successor or purchasing corporation (the “Successor Company”), as the case may be, shall execute a new Warrant of like form, tenor and effect and which will provide that Holder shall have the right to exercise such new Warrant and purchase upon such exercise, in lieu of each share of Existing Stock theretofore issuable upon exercise of this Warrant, the kind and amount of securities, money and property receivable upon such Corporate Transaction by a holder of one share of Existing Stock issuable upon exercise of this Warrant had this Warrant been exercised immediately prior to such Corporate Transaction. Such new Warrant shall be as nearly equivalent in all substantive respects as practicable to this Warrant and the adjustments provided in this Section 7. The provisions of this Section 7(b) shall apply similarly to successive Corporate Transactions involving any Successor Company while this Warrant remains outstanding. In the event of a Corporate Transaction in which consideration payable to holders of Existing Stock is payable solely in cash, then the Holder shall be entitled to receive in exchange for this Warrant cash in an amount equal to the amount the Holder would have received had the Holder exercised this Warrant immediately prior to such Corporate Transaction, less the aggregate Exercise Price for this Warrant then in effect. In case of any Corporate Transaction described in the immediately preceding sentence of this Section 7(b), the Company or any Successor Company, as the case may be, shall make available any funds necessary to pay to the Holder the amount to which the Holder is entitled as described above in the same manner and at the same time as holders of Existing Stock would be entitled to such funds.

(c) Adjustments for Dividends in Stock or other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and less than fully exercised Holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible shareholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company which such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such event, retained such shares and/or all such other additional stock during such period, giving effect to all adjustments called for during such period by the provisions of this Section 7(c).

(d) Adjustments. The adjustments required by the preceding subsections of this Section 7 shall be made whenever and as often as any specified event requiring an adjustment shall occur.

(e) Report as to Adjustments. In the case of any adjustment in the number of Shares purchasable upon exercise of this Warrant or the Exercise Price, the Company, at its sole expense, shall promptly (i) compute such adjustment in accordance with the terms of this Warrant; (ii) prepare a report setting forth such adjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment is based, including, without limitation, (A) the event or events giving rise to such adjustment, (B) the number of shares of Common Stock outstanding or deemed to be outstanding prior and subsequent to any such transaction, and (C) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event or events and as adjusted; (iii) mail a copy of each such report to the Holder; and (iv) keep copies of all such reports available at the principal office of the Company for inspection during normal business hours by the Holder or any prospective purchaser of this Warrant designated by the Holder.

(f) Good Faith. The Company shall not take any action, by amendment of its articles of incorporation or other organizational documents or through any sale or other issuance of securities, capital reorganization, reclassification, recapitalization, consolidation, merger, transfer of assets, dissolution, liquidation, winding-up, any similar transaction or any other voluntary action, solely to avoid or solely to seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all terms hereunder and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder in a manner that is consistent with the Company’s obligations hereunder. Without limiting the generality of the foregoing, the Company (i) will not permit the par value of any shares of Common Stock receivable upon the exercise of this Warrant to exceed the Exercise Price and (ii) will take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant by the Holder. Without limiting the generality of the foregoing, before taking any action that would cause a reduction of the Exercise Price pursuant to Section 7 hereof below the then par value (if any) of the Common Stock, the Company shall take any and all corporate action (including, without limitation, a reduction in par value) which shall be necessary to validly and legally issue fully paid and nonassessable shares of Common Stock, as the case may be, at the Exercise Price as so reduced.

(g) Notice of Corporate Action. In the event the Company proposes to: (i) pay, distribute or take a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of capital stock or any other securities or property (“Distribution”), or (ii) consummate any Initial Public Offering, Corporate Transaction, Change of Control or any similar transaction (collectively, “Corporate Action”), then, at least ten days prior to the earlier of any applicable record date or such event, as the case may be, the Company shall mail to the Holder a notice specifying: (A) the date or expected date on which any such Distribution is to be made or record is to be taken and the amount and character of any such Distribution, (B) the date or expected date on which any such Corporate Action is to take effect and any record date therefor, (C) the time as of which any holders of record of shares of Common Stock and/or any other class of securities shall be entitled to exchange their shares of Common Stock and/or other securities for the securities or other property deliverable upon such Corporate Transaction or Change of Control and a description in reasonable detail of such transaction, and (D) in each case, the expected effect on the number of Shares purchasable upon exercise of this Warrant and the Exercise Price of each such transaction or event. The Company shall update any such notice to reflect any change in the foregoing information.

8. Intentionally Left Blank.

9. Transferability of Warrant. This Warrant is transferable on the books of the Company at its principal office by the registered the Holder hereof upon surrender of this Warrant properly endorsed, subject to compliance with federal and state securities laws. The Company shall issue and deliver to the transferee a new Warrant or Warrants representing the Warrants so transferred. Upon any partial transfer, the Company will issue and deliver to the Holder a new Warrant or Warrants with respect to the Warrants not so transferred, at the Holder’s cost and expense. Notwithstanding the foregoing, the Holder shall not be entitled to transfer a number of shares or an interest in this Warrant representing less than twenty-five percent (25%) of the aggregate Exercise Price initially covered by this Warrant. Any transferee shall be subject to the same terms, conditions and restrictions with respect to their Warrant as the Seller with respect to this Warrant.

10. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida.

11. Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the Holder and their respective successors and assigns.

12. Headings. Headings of the Sections of this Warrant are for convenience of the parties only and shall be given no substantive or interpretive effect whatsoever.

13. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a .pdf document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 13).

Failure to conform to the requirements of this Section 13 shall not defeat the effectiveness of notice actually received by the addressee.

If to Holder:	KY PPEC, Inc. 1101 Herr Lane Louisville, Kentucky 40222 Attention: Lee Zimmerman, President E-mail: lee@thekidzclub.com
with a copy to:	Dinsmore & Shohl LLP 101 South Fifth Street, Suite 2500 Louisville, Kentucky 40202 Attention: Wayne F. Wilson, Esq. E-mail: wayne.wilson@dinsmore.com
If to Company:	Assisted 4 Living, Inc. 5973 Cattleman Lane Sarasota, Florida 34232 Attention: Janet Huffman, CFO E-mail: JHuffman@banyanpcc.com
with a copy to:	Bahnsen Legal Group, PLLC 131 NE 1st Avenue, Suite 100 Boca Raton, Florida 33432 Attention: Jeffery Bahnsen, Esq. E-mail: Jeff@Bahnsenlaw.com

14. Entire Agreement; Amendments and Waivers. This Warrant constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Any provision of this Warrant may be amended or waived if, and only if, such amendment or waiver is in writing and signed by both the Holder and the Company.

15. Severability. Any term or provision of this Warrant which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Warrant in any other jurisdiction. If any provision of this Warrant is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

16. Reservation of Shares. The Company covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such Shares may be validly issued as provided herein without violation of any applicable law or regulation or of any requirements of any domestic securities exchange upon which the Shares may be listed.

17. Issue Tax. The issuance of certificates for Shares upon the exercise of this Warrant in accordance with Section 1(a) shall be made without charge to the Holder of this Warrant for any issue tax in respect thereof.

18. Remedies. The parties each stipulate that the remedies at law of the other party in the event of any default or threatened default by a party in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any terms hereof or otherwise. No failure or delay on the part of a party in exercising any right, power or remedy hereunder shall operate as a suspension or waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are in addition to and not exclusive of any other remedies provided at law or in equity.

19. Lost Warrants. Upon receipt of evidence satisfactory to the Company of ownership of, and the loss, theft, destruction or mutilation of, this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the Company, or in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company at its expense will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant. Upon receipt by the Company of evidence satisfactory to it of the ownership of, and the loss, theft, destruction or mutilation of, this Warrant and (in the case of loss, theft, or destruction) of indemnity satisfactory to it, and (in the case of mutilation) upon surrender and cancellation hereof, the Company will execute and deliver in lieu hereof a new Warrant.

20. No Shareholder Rights Until Exercise. Neither the Holder, any transferee or assignee, solely by virtue hereof, shall be entitled to any rights as a shareholder of the Company. The Holder shall have all rights of a shareholder with respect to securities acquired upon exercise hereof in accordance with the terms of this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed in its corporate name by its duly authorized officer and to be dated as of the date first set forth above.

	ASSISTED 4 LIVING, INC.

	By:	/s/ Louis Collier
		Louis Collier, Jr., CEO

EXHIBIT A

NOTICE OF EXERCISE

Assisted 4 Living, Inc.

_________________

Pursuant to the provisions of the Warrant, the undersigned hereby elects to receive ____________ Shares pursuant to the terms of the attached Warrant.

	THE KIDZ CLUB-ST. PETE, LLC

Date: _____________________	By:
	Name:
	Title:

EXHIBIT 4.2

PROMISSORY NOTE

$300,000.00

November 6, 2020

FOR VALUE RECEIVED, Banyan Pediatric Care Centers, Inc., a Florida corporation (the “Borrower”), promises to pay to NuView Trust Co. Custodian FBO Jeffrey Kalin IRA # 1613180, (the “Lender”) whose address is 280 S. Ronald Reagan Blvd., Suite 200, Longwood, FL 32750, or at such other place as the holder of this Note may from time to time designate, the principal sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), in lawful money of the United States of America, and to pay interest on the principal amount remaining from time to time outstanding from the date hereof at a rate of TWELVE PERCENT (12.0%) until the principal is paid in full.

Interest shall be calculated based on a 30-day month, 360-day calendar year.

Commencing on December 6, 2020, and continuing on the sixth day of each month thereafter, Borrower shall pay to Lender monthly payments of interest only in the amount of THREE THOUSAND and 00/100 DOLLARS ($3,000.00), and continuing for twelve (12) monthly payments until the Maturity Date of November 6, 2021, at which time, the remaining principal balance, if any, shall be due and payable. Payments to Lender shall be made payable to “NuView Trust Co. Custodian FBO Jeffrey Kalin IRA # 1613180” at the following address; 280 S. Ronald Reagan Blvd., Suite 200, Longwood, FL 32750.

After the Maturity Date or due date on this Note (whether at the stated maturity, by acceleration, or otherwise), interest shall be charged on the respective principal amount remaining unpaid at a rate equivalent to the highest lawful rate or twenty-five percent (25%) per annum, whichever is less, until paid (the “Default Rate”).

Notwithstanding the foregoing, however, in no event shall the interest charged exceed the maximum rate of interest allowed by applicable law, as amended from time to time. Lender does not intend to charge any amount of interest, monthly renewal fee or other fees or charges in the nature of interest that exceeds the maximum rate allowed by applicable law. If any payment of interest or in the nature of interest hereunder, together with all other payments of interest or in the nature of interest, would cause the foregoing interest rate limitation to be exceeded, then such excess payment shall be credited as a payment of principal unless Borrower notifies Lender in writing that Borrower wishes to have such excess sum returned, together with interest at the rate specified in Section 687.04(2), Florida Statutes, or any successor statute.

If any payment of principal or interest or both is more than five (5) days late, Borrower agrees to pay Lender a late charge equal to five percent (5.0%) of the payment (“Late Fee”). The provisions of this Note establishing a Late Fee shall not be deemed to extend the time for any payment due or to constitute a “grace period” giving Borrower a right to cure such default.

Each payment and prepayment by Borrower of principal or interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debt. If any installment of principal or interest hereunder becomes due and payable on a day other than a business day, the due date thereof shall be extended to the next succeeding business day, and, in the case of principal, interest shall be payable during the extension at the annual rate specified herein for the payment of interest before maturity.

Unless otherwise specified herein, payments of this Note shall be applied by Lender first to interest and lawful charges then accrued, and then to principal, unless otherwise determined by Lender in its sole discretion.

There is a prepayment charge if any portion of the principal is paid prior to May 6, 2021, then Borrower shall pay a Prepayment Fee calculated as the difference between six (6) months of interest on the amount of principal being prepaid and the amount of interest paid to date on the amount of principal being prepaid.

Borrower shall be in Default under this Note if Borrower fails to pay principal, interest, or any other amount due under this Note and such failure continues beyond ten (10) days from the due date.

DOCUMENTARY STAMP TAXES IN THE AMOUNT REQUIRED BY LAW HAVE BEEN PAID TO THE FLORIDA DEPARTMENT OF REVENUE BY THE BORROWER

Lender shall have, in addition to the rights and remedies contained in this Note and any other related documents, all of the rights and remedies of a creditor and, to the extent applicable, of a secured party, now or hereafter available at law or in equity. Lender may, at its option, exercise any one or more of such rights and remedies individually, partially, or in any combination from time to time, including, to the extent applicable, before the occurrence of an Event of Default. No right, power, or remedy conferred upon Lender by the related documents shall be exclusive of any other right, power, or remedy referred to therein or now or hereafter available at law or in equity.

Without limiting the generality of the foregoing, if Default shall occur then Lender may declare the indebtedness owed to Lender by Borrower hereunder and any or all of any other indebtedness owed by Borrower to Lender, whether direct or indirect, contingent or certain, to be accelerated and due and payable at once, whereupon such indebtedness, together with interest thereon, shall forthwith become due and payable, all without presentment, demand, protest, or other notice of any kind from Lender, all of which are hereby expressly waived; and Lender may proceed to do other all things provided by law, equity, or contract to enforce its rights under such indebtedness and to collect all amounts owing to Lender.

All parties liable for the payment hereof agree to pay or reimburse Lender for all of its costs and expenses incurred in connection with the administration, supervision, collection, or enforcement of, or the preservation of any rights under, this Note or the obligation evidenced hereby, including without limitation, the fees and disbursements of counsel for Lender including attorneys’ fees out of court, in trial, on appeal, in bankruptcy proceedings, or otherwise. All parties liable for the payment hereof agree to promptly pay, indemnify, and reimburse Lender for, and hold Lender harmless against any liability for, any and all documentary stamp taxes, nonrecurring intangible taxes, or other taxes, together with any interest, penalties, or other liabilities in connection therewith, that Lender now or hereafter determines are payable with respect to this Note, the obligations evidenced by this Note, any advances under this Note, any guaranties of this Note, or any mortgages or other security instruments securing this Note. The foregoing obligations shall survive the payment of this Note and shall be secured by all collateral that secures this Note.

All notices, requests, and demands to or upon the parties hereto, shall be deemed to have been given or made when delivered by hand, or when deposited in the mail, postage prepaid by registered or certified mail, return receipt requested, addressed to the address shown above or such other address as may be hereafter designated in writing by one party to the other.

This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida, excluding those laws relating to the resolution of conflicts between laws of different jurisdictions.

In any litigation in connection with or to enforce this Note, any endorsement or guaranty of this Note, or any of the other related documents, Borrower irrevocably consents to and confers personal jurisdiction on the courts of the State of Florida or the United States courts located within the State of Florida, expressly waives any objections as to venue in any of such courts, and agrees that service of process may be made on Borrower by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to its address set forth herein (or otherwise expressly provided in writing). Nothing contained herein shall, however, prevent Lender from bringing any action or exercising any rights within any other state or jurisdiction or from obtaining personal jurisdiction by any other means available by applicable law.

In the event that any one or more of the provisions of this Note is determined to be invalid, illegal, or unenforceable in any respect as to one or more of the parties, all remaining provisions nevertheless shall remain effective and binding on the parties thereto and the validity, legality, and enforceability thereof shall not be affected or impaired thereby. If any such provision is held to be illegal, invalid, or unenforceable, there will be deemed added in lieu thereof a provision as similar in terms to such provision as is possible, that is legal, valid, and enforceable. To the extent permitted by applicable law, Borrower hereby waives any law that renders any such provision invalid, illegal, or unenforceable in any respect.

The singular shall include the plural and any gender shall be applicable to all genders when the context permits or implies. If more than one party constitutes Borrower, their obligations hereunder shall be joint and several and the term “Borrower” as used herein shall mean Borrower or any one or more of them.

No delay or omission on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy or of any other right or remedy and no single or partial exercise of any right or remedy shall preclude any other or further exercise of that or any other right or remedy. Presentment, demand, notice of nonpayment, notice of protest, protest, notice of dishonor and all other notices are hereby waived by Borrower.

All rights and remedies of Lender under this Note and under any other related documents are cumulative, and are not exclusive of any rights and remedies provided by law or in equity, and may be pursued singularly, successively, together, and may be exercised as often as the occasion therefor shall arise. The warranties, representations, covenants, and agreements made herein and therein shall be cumulative except in the event of irreconcilable inconsistency, in which case the provisions of this Note shall control.

This Note may not be modified or amended nor shall any provision of it be waived except by a written instrument signed by the party against whom such action is to be enforced.

This Note shall be binding upon and inure to the benefit of Lender, its successors and assigns, and shall be binding upon Borrower and its respective heirs, legal representatives, successors, and assigns; provided, however, that no rights or obligations of Borrower shall be assigned without the prior written consent of Lender. In the event Lender transfers or assigns its obligations hereunder, Lender shall be relieved of all liability therefor.

Time is of the essence in the performance of this Note.

Borrower and Lender (by its acceptance hereof) hereby knowingly, irrevocably, voluntarily, and intentionally waive any right to a trial by jury in respect of any litigation based on this Note or any other document executed in connection with this Note or arising out of, under, or in connection therewith, or any course of conduct, course of dealing, statements (whether oral or written), or actions of any party. This provision is a material inducement for Lender to enter into the transaction evidenced hereby.

IN WITNESS WHEREOF, Borrower has executed this Note as of the date first written above.

BORROWER:

BANYAN PEDIATRIC CARE CENTERS, INC.,

a Florida corporation

By: /s/ Bruce Cassidy

Name: Bruce Cassidy

Title: Chief Executive Officer

5317 Fruitville Road, Suite 6

Sarasota, FL 34232