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0001719435 2019-12-01 2020-11-30 0001719435 2020-05-31 0001719435
2021-06-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-K/A
(Amendment No.
1)
(Mark
One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended
November 30, 2020
OR
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ______ to ______
Commission
file number
333-226979
|
Assisted 4 Living, Inc. |
|
|
(Exact name
of registrant as specified in its charter) |
|
Nevada |
|
82-1884480 |
(State or
other jurisdiction of
incorporation or
organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
5115 East State Road 64,
Bradenton,
Florida |
|
34208 |
(Address of
principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (855)
668-3331
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate by
check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 the Securities Act. Yes ☐
No ☒
Indicate by
check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act
Yes ☒ No ☐
Indicate by
check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports); and (2) has been subject to such filing requirements for
the last 90 days. Yes ☐ No ☒
Explanatory Note: Even though not required, registrant has
filed all Exchange Act reports for the preceding 12
months.
Indicate by
check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files).).
Yes ☒ No ☐
Indicate by
check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
|
|
Non-accelerated Filer |
☒ |
Smaller reporting
company |
☒ |
|
|
|
|
Emerging Growth
Company |
☒ |
|
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Indicate by
check mark whether the registrant has filed a report on and
attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
☐
Indicate by
check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
The
aggregate market value of common stock held by non-affiliates of
the Registrant on May 31, 2020, the last business day of the
Registrant’s most recently completed second fiscal quarter was
approximately $83,000,
based on the closing stock price.
As of June
17, 2021, there were
40,345,418 shares of the registrant’s common stock issued
and outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this “Amendment”) of Assisted 4
Living, Inc. (the “Company”) amends the Company’s Annual Report on
Form 10-K for the year ended November 30, 2020 (the “Original
Report”), originally filed with the Securities and Exchange
Commission on March 1, 2021 (the “Original Filing Date”). This
Amendment is being filed solely for the purpose of indicating on
the cover page that registrant is not currently required to file
all reports required by Section 15(d) of the Exchange Act, even
though it has filed all Section 15(d) Exchange Act reports for the
preceding 12 months. The applicable check boxes were inadvertently
checked incorrectly in the Original Report.
In addition,
pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as
amended, this Amendment contains currently dated certifications by
the Company’s principal executive officer and principal financial
officer, which are being filed as exhibits to this Amendment.
Because no financial statements have been included in this
Amendment and this Amendment does not contain or amend any
disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4, and 5 of such certifications have been omitted.
Similarly, because no financial statements have been included in
this Amendment, certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 have been omitted.
This Amendment consists solely of the preceding cover page, this
explanatory note, the exhibit index, the signature page and the
certifications.
Other than
as expressly set forth above, no other changes have been made to
the Original Report. This Amendment speaks as of the Original
Filing Date of the Original Report, does not reflect events that
may have occurred subsequent to the Original Filing Date, and does
not modify or update in any way disclosures made in the Original
Report. Accordingly, this Amendment should be read in conjunction
with the Original Report and the Company’s other filings with the
Securities and Exchange Commission.
Item 15.
Exhibits, Financial Statement Schedules.
|
(b) |
The following exhibits
are filed herewith as a part of this Amendment. |
SIGNATURES
Pursuant to
the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to the
Original Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
ASSISTED
4 LIVING, INC. |
|
|
|
Date: June
21, 2021 |
By: |
/s/ Louis
Collier, Jr. |
|
|
Louis
Collier, Jr.
Chief
Executive Officer, Principal
Executive
Officer and President
|
Pursuant to
the requirements of the Securities Exchange Act of 1934, this
Amendment to the Original Report has been signed below by the
following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
/s/ Louis
Collier, Jr. |
|
|
|
|
Louis Collier,
Jr. |
|
Chief
Executive Office, Principal Executive Officer and
President |
|
June 21,
2021 |
|
|
|
|
|
/s/ Janet
Huffman |
|
|
|
|
Janet
Huffman |
|
Chief
Financial Officer, Principal Financial Officer and Principal
Accounting Officer |
|
June 21,
2021 |
|
|
|
|
|
/s/ Bruce A. Cassidy, Sr. |
|
|
|
|
Bruce A. Cassidy,
Sr. |
|
Director |
|
June 21,
2021 |
|
|
|
|
|
/s/ Roger Tichenor |
|
|
|
|
Roger
Tichenor |
|
Director |
|
June 21,
2021 |
|
|
|
|
|
/s/ Michael J. Valentino |
|
|
|
|
Michael J.
Valentino |
|
Director |
|
June 21,
2021 |
|
|
|
|
|
/s/ Denise Penz |
|
|
|
|
Denise Penz |
|
Director |
|
June 21,
2021 |
|
|
|
|
|
/s/ Amish Patel |
|
|
|
|
Amish Patel |
|
Director |
|
June 21,
2021 |
|
|
|
|
|
/s/ James C. Diggs |
|
|
|
|
James C.
Diggs |
|
Director |
|
June 21,
2021 |
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