10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(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

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-216292

INSTADOSE PHARMA CORP.

(Exact name of registrant as specified in its charter)

Nevada	81-3599639
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1545Crossways Blvd., Suite 250 Chesapeake, Virginia	23320
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 701- 4342

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

Securities registered pursuant to Section 12(g) of the Act: None

Common Stock

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of 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 past 90 days. Yes ☒     No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition 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 ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0

(APPLICABLE ONLY TO CORPORATE RETISTRANTS)

As of February 24, 2021, the Company has 75,000,000 shares of common stock issued and outstanding. 

 EXPLANATORY NOTE

The registrant is filing this Amendment No. 1 to Form 10-K for the fiscal year ended November 30, 2020 (“Amendment No. 1”) to correct an error on the cover page of the original Form 10-K as filed with the Securities and Exchange Commission on February 25, 2021 (the “Original Form 10-K”). The cover page of the Original Form 10-K showed the incorrect designation as to whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act). The correct box that should have been designated is yes, as the registrant is a shell company, (rather than the box that was checked no, as originally shown, as the result of a typographical error), each as indicated on the cover page of this Amendment No. 1.

No changes are hereby made to the registrant’s financial statements. Other than the change discussed above and the filing of the currently dated Section 302 certifications and updated XBRL data under Item 15 of Part IV of this Amendment No. 1, no changes have been made to the Original Form 10-K or the exhibits filed therewith. As such, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Form 10-K.

2

EXHIBIT INDEX

Exhibit No.

3.1	Articles of Incorporation [1]
3.2	By-Laws Inc. [1]
31.1	Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934
31.2	Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934 *
32.1	Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **

_____________

[1] Incorporated by reference from the Company’s S-1 filed with the Commission on May 30, 2017.

* Included in Exhibit 31.1

** Included in Exhibit 32.1

3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 5, 2021	Instadose Pharma Corp.
	By:	/s/ Terry Wilshire
	Name:	Terry Wilshire
	Title:	President and Director
		Principal Executive Officer Principal Financial Officer Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ Terry Wilshire	President and Director	May 5, 2021
	(Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)

4

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terry Wilshire, certify that:

1.	I have reviewed this annual report on Form 10-K/A of Instadose Pharma Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

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

	Instadose Pharma Corp.
Dated: May 5, 2021	By:	/s/ Terry Wilshire
		Terry Wilshire President and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Terry Wilshire, President and Chief Executive Officer of Instadose Pharma Corp. hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the annual report on Form 10-K/A of Instadose Pharma Corp. for the fiscal year ended November 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Instadose Pharma Corp.

	Instadose Pharma Corp.
Dated: May 5, 2021	By:	/s/ Terry Wilshire
		Terry Wilshire President and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer

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Cover - USD ($)	12 Months Ended
	Nov. 30, 2020	Feb. 24, 2021	May 31, 2020
Cover [Abstract]
Entity Registrant Name	Instadose Pharma Corp.
Entity Central Index Key	0001697587
Document Type	10-K/A
Amendment Flag	true
Amendment Description	The registrant is filing this Amendment No. 1 to Form 10-K for the fiscal year ended November 30, 2020 (''Amendment No. 1'') to correct an error on the cover page of the original Form 10-K as filed with the Securities and Exchange Commission on February 25, 2021 (the ''Original Form 10-K''). The cover page of the Original Form 10-K showed the incorrect designation as to whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act). The correct box that should have been designated is yes, as the registrant is a shell company, (rather than the box that was checked no, as originally shown, as the result of a typographical error), each as indicated on the cover page of this Amendment No. 1.
Entity Voluntary Filers	No
Current Fiscal Year End Date	--11-30
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Nov. 30, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		75,000,000
Entity Public Float			$ 0
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

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BALANCE SHEETS - USD ($)	Nov. 30, 2020	Nov. 30, 2019
CURRENT ASSETS
Cash	$ 65	$ 0
TOTAL CURRENT ASSETS	65	0
CURRENT LIABILITIES
Accounts payable	338	1,037
Due to related party	82,085	55,664
TOTAL CURRENT LIABILITIES	82,423	56,701
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT	0	0
Common stock Authorized: 500,000,000 shares of common stock, $0.001 par value, Issued and outstanding: 75,000,000 and 75,000,000 shares of common stock (refer Note 3)	75,000	75,000
Additional paid-in capital	(51,000)	(51,000)
Accumulated deficit	(106,358)	(80,701)
TOTAL STOCKHOLDERS' DEFICIT	(82,358)	(56,701)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 65	$ 0

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BALANCE SHEETS (Parenthetical) - $ / shares	Nov. 30, 2020	Nov. 30, 2019
STOCKHOLDERS' DEFICIT
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares outstanding	75,000,000	75,000,000
Common stock, shares issued	75,000,000	75,000,000

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STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
REVENUE
Product sales	$ 0	$ 0
Cost of goods sold	0	0
GROSS PROFIT	0	0
OPERATING EXPENSES
General and administrative	7,697	6,274
Professional fees	17,960	16,999
TOTAL OPERATING EXPENSES	(25,657)	(23,733)
NET LOSS	$ (25,657)	$ (23,273)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED	75,000,000	75,000,000

XML

STATEMENT OF STOCKHOLDERS DEFICIT - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance, shares at Nov. 30, 2018		75,000,000
Balance, amount at Nov. 30, 2018	$ (33,428)	$ 75,000	$ (51,000)	$ (57,428)
Net loss	(23,273)	$ 0	0	(23,273)
Balance, shares at Nov. 30, 2019		75,000,000
Balance, amount at Nov. 30, 2019	(56,701)	$ 75,000	(51,000)	(80,701)
Net loss	(25,657)	$ 0	0	(25,657)
Balance, shares at Nov. 30, 2020		75,000,000
Balance, amount at Nov. 30, 2020	$ (82,358)	$ 75,000	$ (51,000)	$ (106,358)

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STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (25,657)	$ (23,273)
Adjustments to reconcile net loss to net cash used in operating activities
Expenses paid on behalf of the Company by related party	26,091	22,908
Changes in operating assets and liabilities
Accounts payable	(647)	(240)
NET CASH USED IN OPERATING ACTIVITIES	213	(125)
CASH FLOWS FROM INVESTING ACTIVITIES	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from subscription receivable from officer	0	0
Related party advances	330	25
NET CASH PROVIDED BY FINANCING ACTIVITIES	330	25
NET CHANGE IN CASH	117	(100)
CASH, BEGINNING OF PERIOD	(52)	100
CASH, END OF PERIOD	65	(52)
Cash paid during the period for:
Interest	0	0
Income taxes	$ 0	$ 0

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NATURE OF OPERATIONS AND BASIS OF PRESENTATION

12 Months Ended

Nov. 30, 2020

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Mikrocoze Inc. was incorporated in the State of Nevada as a for-profit Company on August 17, 2016 and established a fiscal year end of November 30. The Company is organized to sell micro-furniture that is designed to maximize any small space and to sell its products via the internet.

On October 9, 2020, the existing director and officer of the Company resigned effective immediately. Accordingly, Sukhmanjit Singh, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the resignation, Mr. Terry Wilshire consented to act as the new President and Member of the Board of Directors of the Company and Robert Dickenson consented to act as the new Vice President and Member of the Board of Directors of the Company.

Going concern

To date the Company has generated minimal revenues from its business operations and has incurred operating losses since inception of $106,358. As at November 30, 2020, the Company has a working capital deficit of $82,358. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Nov. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Inventory

We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Our inventory consists solely of finished goods. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and obsolete finished product.

Revenue Recognition

The Company recognizes revenue in accordance with ASC topic 606 “Revenue from contracts with customers, and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) approval of both parties, (ii) the goods or services associated with transaction must be identified, (iii) identification of the transaction price, (iv) the contract has commercial substance, and (v) the performance obligation is satisfied — generally when products are shipped to the customer. Revenue consists of revenue earned from the sale of furniture and is recognized at the time the product is shipped to the customer.

Foreign Currency Translation

The Company translates the foreign currency financial statements into US Dollars using the year or reporting period end of average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses of the statement of operations.

Fair Value of Financial Instruments

The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short-term maturities.

Loss per Common Share

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company. As of November 30, 2020 and 2019, there were no common stock equivalents outstanding.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Stock-based Compensation

The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at November 30, 2020 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 related to the accounting for leases. This pronouncement requires lessees to record most leases on their balance sheet, while expense recognition on the income statement remains similar to current lease accounting guidance. The guidance also eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. Under the new guidance, lease classification as either a finance lease or an operating lease will determine how lease-related revenue and expense are recognized. The pronouncement is effective for the Company’s fiscal year beginning December 1, 2019, and for interim periods within that fiscal year. The adoption of this standard did not have an impact on the consolidated financial statements because leases are month-to-month and not material to the Company’s financial statements.

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

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COMMON STOCK

12 Months Ended

Nov. 30, 2020

COMMON STOCK

NOTE 3 - COMMON STOCK

The Company is authorized to issue 500,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. There were no issuances of common stock during the current period.

Subsequent to year end, on December 23, 2020, Mikrocoze, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada increasing the authorized shares of common stock, par value $0.001 to 500,000,000.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Nov. 30, 2020

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

During the period ended November 30, 2020, an entity controlled by the former CEO paid expenses of $26,091 on behalf of the Company and advanced the Company $330. The total amount owed to the former CEO, or entities controlled by the former CEO, as of November 30, 2020 was $82,085 (November 30, 2019 - $55,664). The amounts due to related parties are unsecured and non-interest-bearing with no set terms of repayment.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Nov. 30, 2020

COMMITMENTS AND CONTINGENCIES

NOTE 5 - COMMITMENTS AND CONTINGENCIES

On August 26, 2018 the Company signed (renewed) its lease for office space in Chesapeake, Virginia. The term of the lease is for an automatic renewal on an annual basis at $79 per month.

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INCOME TAXES

12 Months Ended

Nov. 30, 2020

INCOME TAXES

NOTE 6 - INCOME TAXES

A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	November 30, 2020			November 30, 2019
Net loss before income taxes per financial statements	$	(25,657	)	$	(23,273	)
Income tax rate		21	%		21	%
Income tax recovery		(5,388	)		(4,887	)
Non-deductible		--			--
Valuation allowance change		5,388			4,887
Provision for income taxes	$	–		$	–

The significant component of deferred income tax assets at November 30, 2020 and November 30, 2019, is as follows:

	November 30, 2020			November 30, 2019
Net operating loss carry-forward	$	22,334		$	16,946
Valuation allowance		(22,334	)		(16,946	)
Net deferred income tax asset	$	–		$	–

The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change, and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

As of November 30, 2020, and 2019, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the year ended November 30, 2020 and 2019 and no interest or penalties have been accrued as of November 30, 2020 and 2019. As of November 30, 2020 and 2019, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The tax years from 2016 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities. These loss carry-forwards will begin to expire in 2036.

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SUBSEQUENT EVENTS

12 Months Ended

Nov. 30, 2020

SUBSEQUENT EVENTS

NOTE 7 - SUBSEQUENT EVENTS

Subsequent to the period, on December 7, 2020, Mikrocoze, Inc. (the “Company”), entered into a non-binding letter of intent (the “Letter of Intent”) with Instadose Pharma Corp. (“Instadose”) and holders of a majority of its outstanding shares (the “Shareholders”) for a potential transaction pursuant to which the Company would acquire 100% of the outstanding common shares of Instadose (the “Acquisition”) from the Shareholders in exchange for approximately 80% of the issued and outstanding shares of common stock of the Company following such exchange.

The parties intend that the closing of the Acquisition occur no later than 90 days after the execution of the definitive transaction documents (the “Definitive Documents”), subject to extension by the parties. Closing of the Acquisition would be subject to a number of conditions, including but not limited to, approval of the Acquisition by the shareholders of the Company and Instadose, obtaining necessary third party approvals, and no material adverse change occurring in the Company or Instadose.

The parties have agreed to an exclusivity period of ninety (90) days from the date of the Letter of Intent, during which negotiations leading to the execution of Definitive Agreement shall be undertaken in good faith and in a mutually exclusive manner and that neither party will circumvent the other during such negotiations.

Subsequent to the period on December 23, 2020, Mikrocoze, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada increasing the authorized shares of common stock, par value $0.001, to 500,000,000.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Nov. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders’ equity and cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Inventory

We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Our inventory consists solely of finished goods. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and obsolete finished product.

Revenue Recognition

The Company recognizes revenue in accordance with ASC topic 606 “Revenue from contracts with customers, and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers when: (i) approval of both parties, (ii) the goods or services associated with transaction must be identified, (iii) identification of the transaction price, (iv) the contract has commercial substance, and (v) the performance obligation is satisfied — generally when products are shipped to the customer. Revenue consists of revenue earned from the sale of furniture and is recognized at the time the product is shipped to the customer.

Foreign Currency Translation

The Company translates the foreign currency financial statements into US Dollars using the year or reporting period end of average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity (deficit). Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses of the statement of operations.

Fair Value of Financial Instruments

The carrying amount of the Company’s financial assets and liabilities approximates their fair values due to their short-term maturities.

Loss per Common Share

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company. As of November 30, 2020 and 2019, there were no common stock equivalents outstanding.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carry-forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

Stock-based Compensation

The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. As at November 30, 2020 the Company had not adopted a stock option plan nor had it granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 related to the accounting for leases. This pronouncement requires lessees to record most leases on their balance sheet, while expense recognition on the income statement remains similar to current lease accounting guidance. The guidance also eliminates real estate-specific provisions and modifies certain aspects of lessor accounting. Under the new guidance, lease classification as either a finance lease or an operating lease will determine how lease-related revenue and expense are recognized. The pronouncement is effective for the Company’s fiscal year beginning December 1, 2019, and for interim periods within that fiscal year. The adoption of this standard did not have an impact on the consolidated financial statements because leases are month-to-month and not material to the Company’s financial statements.

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

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INCOME TAXES (Tables)

12 Months Ended

Nov. 30, 2020

INCOME TAXES

Schedule of income taxes

	November 30, 2020			November 30, 2019
Net loss before income taxes per financial statements	$	(25,657	)	$	(23,273	)
Income tax rate		21	%		21	%
Income tax recovery		(5,388	)		(4,887	)
Non-deductible		--			--
Valuation allowance change		5,388			4,887
Provision for income taxes	$	–		$	–

The significant component of deferred income tax assets at November 30, 2020 and November 30, 2019, is as follows:

	November 30, 2020			November 30, 2019
Net operating loss carry-forward	$	22,334		$	16,946
Valuation allowance		(22,334	)		(16,946	)
Net deferred income tax asset	$	–		$	–

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NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	12 Months Ended		51 Months Ended
	Nov. 30, 2020	Nov. 30, 2019	Nov. 30, 2020
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Operating losses	$ (25,657)	$ (23,733)	$ (106,358)
Working capital deficit	$ (82,358)		$ (82,358)

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COMMON STOCK (Details Narrative) - $ / shares	Dec. 23, 2020	Nov. 30, 2020	Nov. 30, 2019
Common stock, Shares authorized		500,000,000	500,000,000
Preferred stock, Shares Issued		0	0
Preferred stock, Shares Authorized		0	0
Common stock, Shares par value		$ 0.001	$ 0.001
Subsequent Event [Member] | Secretary [Member]
Common stock, Shares authorized	500,000,000
Common stock, Shares par value	$ 0.001

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
Due to related party	$ 82,085	$ 55,664
Related party advances	330	25
Expenses paid on behalf of the Company by related party	26,091	22,908
CEO [Member]
Due to related party	82,085	$ 55,664
Related party advances	330
Expenses paid on behalf of the Company by related party	$ 26,091

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COMMITMENTS AND CONTINGENCIES (Details Narrative)	1 Months Ended
	Aug. 26, 2018 USD ($)
COMMITMENTS AND CONTINGENCIES
Rent expenses per month	$ 79

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INCOME TAXES (Details) - USD ($)	12 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
INCOME TAXES
Net loss before income taxes per financial statements	$ (25,657)	$ (23,273)
Income tax rate	21.00%	21.00%
Income tax recovery	$ (5,388)	$ (4,887)
Non-deductible	0	0
Valuation allowance change	5,388	4,887
Provision for income taxes	$ 0	$ 0

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INCOME TAXES (Details 1) - USD ($)	Nov. 30, 2020	Nov. 30, 2019
INCOME TAXES
Net operating loss carry-forward	$ 22,334	$ 16,946
Valuation allowance	(22,334)	(16,946)
Net deferred income tax asset	$ 0	$ 0

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SUBSEQUENT EVENTS (Details Narrative) - $ / shares	Dec. 23, 2020	Dec. 07, 2020	Nov. 30, 2020	Nov. 30, 2019
Common stock, Shares authorized			500,000,000	500,000,000
Common stock, Shares par value			$ 0.001	$ 0.001
Subsequent Event [Member] | Instadose Pharma Corp. [Member]
Business acquisition, ownership interests acquired		100.00%
Percentage of issued and outstanding shares of common stock		80.00%
Subsequent Event [Member] | Secretary [Member]
Common stock, Shares authorized	500,000,000
Common stock, Shares par value	$ 0.001