SEC – ‘UPLOAD’ from 10/16/18 re: Assisted 4 Living, Inc. – ‘TEXT-EXTRACT’

On:  Tuesday, 10/16/18, at 4:43pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  12/3/18   ·   Accession #:  0-18-32481

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     33K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    10K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                        October 16, 2018

Romulus Barr                                                                    
Chief Executive Officer                                                         
Assisted 4 Living, Inc.                                                         
2382 Bartek Pl.                                                                 
North Port, FL 34289                                                            

Re: Assisted 4 Living, Inc.                                       
Amendment No. 2 to Registration Statement on Form S-1     
Filed October 9, 2018                                     
File No. 333-226979                                       

Dear Mr. Barr:                                                                  

We have reviewed your amended registration statement and have the   
following                                                                       
comments. In some of our comments, we may ask you to provide us with            
information so we                                                               
may better understand your disclosure.                                          

   Please respond to this letter by amending your registration statement
and providing the                                                               
requested information. If you do not believe our comments apply to your facts   
and                                                                             
circumstances or do not believe an amendment is appropriate, please tell us why 
in your                                                                         
response.                                                                       

  After reviewing any amendment to your registration statement and the
information you                                                                 
provide in response to these comments, we may have additional comments. Unless  
we note                                                                         
otherwise, our references to prior comments are to comments in our September    
17, 2018 letter.                                                                

Amendment No. 2 to Form S-1 filed October 9, 2018                               

Description of Securities, page 18                                              

1.     We partially reissue prior comment 6. Please provide the disclosure      
required by Item                                                                
201(a)(2)(ii) of Regulation S-K                                   
Results of Operations,, page 24                                                 

2.     We reissue prior comment 8. Please clarify the source of your revenues   
described in this                                                               
section.                                                          
Romulus Barr                                                                  
Assisted 4 Living, Inc.                                                         
October 16, 2018                                                                
Page 2                                                                          
Executive Compensation, page 29                                                 

3.     We note the disclosure in the related transactions disclosure on page 29 
that the company                                                                
  paid $4,500 in management fees to its officers and directors for the
year ended November                                                             
   30, 2017. Please reconcile with the Summary Compensation Table, which
only reflects                                                                   
$3,500 in compensation.                                           
Recent Sales of Unregistered Securities,, page II-3                             

4.     Please address the facts relied upon to make the applicable exemptions   
available,                                                                      
  including the sophistication of the investors, as requested in prior
comment 15.                                                                     
  You may contact Ruairi Regan at 202-551-3269 or Pamela Howell, Special
Counsel, at                                                                     
202-551-3357 with any questions.                                                

                                                  Sincerely,

FirstName LastNameRomulus Barr                              Division of         
Corporation Finance                                                             
                                                 Office of
Beverages, Apparel and                                                          
Comapany NameAssisted 4 Living, Inc.                                            
                                              Mining
October 16, 2018 Page 2                                                         
cc:       James Parsons, Esq.                                                   
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		12/3/18		CORRESP,  UPLOAD
Filed on:		10/16/18		UPLOAD
		10/9/18		CORRESP,  S-1/A,  UPLOAD
		9/17/18		UPLOAD
		11/30/17		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/23/18  Assisted 4 Living, Inc.           S-1                    6:871K                                   Pubco Reporting … Inc/FA