10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended May 31, 2021

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 No.)

1545 Crossways Blvd., Suite 250, Chesapeake, Virginia, 23320-0210

(Address of principal executive offices)(Zip Code)

(800) 701-4342

(Registrant’s telephone number, including area code)

_____________________________________________________________

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

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 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes    ☐ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court ☐ Yes    ☐ No

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common, $0.0001 Par Value	INSD	OTCBB

As of July 14, 2021 the registrant had 75,000,000 shares of common stock issued and 75,000,000 shares of common stock outstanding, par value $0.0001.

TABLE of CONTENTS

PART I—FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	6
Item 4.	Controls and Procedures.	6
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.	7
Item 1A.	Risk Factors.	7
Item 2.	Unregistered Sales of Securities and Use of Proceeds.	7
Item 3.	Defaults Upon Senior Securities.	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits.	8

2

PART I—FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

INSTADOSE PHARMA CORP.

(formerly Mikrocoze Inc.)

FINANCIAL STATEMENTS

May 31, 2021

CONDENSED BALANCE SHEETS	F-1
CONDENSED STATEMENTS OF OPERATIONS	F-2
CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT	F-3
CONDENSED STATEMENTS OF CASH FLOWS	F-4
CONDENSED NOTES TO FINANCIAL STATEMENTS	F-5

3

INSTADOSE PHARMA CORP.

(Formerly Mikrocoze Inc.)

CONDENSED BALANCE SHEETS

	May 31, 2021			November 30, 2020
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	5		$	65
TOTAL ASSETS	$	5		$	65
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	9,279		$	338
Due to related party		51,130			82,085
TOTAL CURRENT LIABILITIES		60,409			82,423
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ DEFICIT
Common stock
Authorized:
1,000,000 shares of preferred stock, $0.0001 par value -none issued 700,000,000 shares of common stock, $0.0001 par value,
Issued and outstanding:
75,000,000 and 75,000,000 shares of common stock		7,500			7,500
Additional paid-in capital		98,585			16,500
Accumulated deficit		(166,489	)		(106,358	)
TOTAL STOCKHOLDERS’ DEFICIT		(60,404	)		(82,358	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	5		$	65

The accompanying notes are an integral part of these condensed financial statements.

F-1

INSTADOSE PHARMA CORP.

(Formerly Mikrocoze Inc.)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended May 31, 2021			Three months ended May 31, 2020			Six months ended May 31, 2021			Six months ended May 31, 2020
REVENUE
Product sales	$	-		$	-		$	-		$	-
Cost of goods sold		-			-			-			-
GROSS PROFIT		-			-			-			-
OPERATING EXPENSES
General and administrative	$	9,187		$	1,362		$	11,571		$	2,706
Professional fees		38,775			3,400			48,560			10,900
TOTAL OPERATING EXPENSES		(47,962	)		(4,762	)		(60,131	)		(13,606	)
NET LOSS		(47,962	)		(4,762	)		(60,131	)		(13,606	)
NET LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		75,000,000			75,000,000			75,000,000			75,000,000

The accompanying notes are an integral part of these condensed financial statements.

F-2

INSTADOSE PHARMA CORP.

(Formerly Mikrocoze Inc.)

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT

For the Three and Six month periods ended May 31, 2021

(UNAUDITED)

	Common Stock				Additional
	Number of shares		Amount		Paid-in Capital		Accumulated Deficit			Total
Balance, November 30, 2020		75,000,000	$	7,500	$	16,500	$	(106,358	)		(82,358	)
Loan forgiveness – related party		-		-		82,085					82,085
Net loss for the period ended February 28, 2021		-		-		-		(12,169	)		(12,169	)
Balance, February 28, 2021		75,000,000	$	7,500	$	98,585	$	(118,527	)	$	(12,442	)
Net loss for the period ended May 31, 2021		-		-		-		(47,962	)		(47,962	)
Balance, May 31, 2021		75,000,000	$	7,500	$	98,585	$	(166,489	)	$	(60,404	)

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Three and Six month periods ended May 31, 2020

(UNAUDITED)

	Common Stock				Additional
	Number of shares		Amount		Paid-in Capital		Accumulated Deficit			Total
Balance, November 30, 2019		75,000,000	$	7,500	$	16,500	$	(80,701	)	$	(56,701	)
Net loss for the period ended February 29, 2020		-		-		-		(8,844	)		(8,844	)
Balance, February 29, 2020		75,000,000	$	7,500	$	16,500	$	(89,545	)	$	(65,545	)
Net loss for the period ended May 31, 2020		-		-		-		(4,762	)		(4,762	)
Balance, May 31, 2020		75,000,000	$	7,500	$	16,500	$	(94,307	)	$	(70,307	)

The accompanying notes are an integral part of these condensed financial statements.

F-3

INSTADOSE PHARMA CORP.

(Formerly Mikrocoze Inc.)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six-months ended May 31, 2021			Six-months ended May 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(60,131	)	$	(13,606	)
Adjustments to reconcile net loss to net cash used in operating activities
Expenses paid on behalf of the Company by related party		51,130			9,410
Changes in operating assets and liabilities
Accounts payable		8,941			3,991
NET CASH USED IN OPERATING ACTIVITIES		(60	)		(205	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Related party advances		-			330
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			330
NET CHANGE IN CASH		(60	)		125
CASH, BEGINNING OF PERIOD		65			-
CASH, END OF PERIOD	$	5		$	125
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Forgiveness of related party debt	$	82,085		$	-

The accompanying notes are an integral part of these condensed financial statements.

F-4

INSTADOSE PHARMA CORP.

(Formerly Mikrocoze Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2021 (Unaudited)

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 was 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.

On March 4, 2021, Mikrocoze, Inc. filed a Certificate of Amendment with the Secretary of State of Nevada effecting a name change on March 11, 2021 to Instadose Pharma Corp. Further on March 11, 2021, the Financial Industry Regulatory Authority approved the name change and trading symbol to “INSD”. InstadosePharma Corp is now focused on growth and acquisition of pharmaceutical grade agricultural products.

Going concern

To date the Company has generated minimal revenues from its business operations and has incurred operating losses since inception of $166,489. As at May 31, 2021, the Company has a working capital deficit of $60,404. 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended November 30, 2020 included in the Company’s year-end financial statements on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended May 31, 2021 are not necessarily indicative of the results that may be expected for the year ending November 30, 2021.

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.

F-5

INSTADOSE PHARMA CORP.

(Formerly Mikrocoze Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2021 (Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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. Revenues to consists of revenue earned from the sale of medical grade agricultural products and is recognized at the time the product is shipped to the customer.

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 May 31, 2021 and May 31, 2020, 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 May 31, 2021 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

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

F-6

INSTADOSE PHARMA CORP.

(Formerly Mikrocoze Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2021 (Unaudited)

NOTE 3 – COMMON STOCK

The Company is authorized to issue 700,000,000 common shares with a par value of $0.0001 per share. The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001. There were no issuances of common stock during the current 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.

On June 10, 2021, Instadose Pharma Corp. (the “Company”), filed with the Secretary of State of the State of Nevada an amendment to its articles of incorporation (the “Amendment”) to increase the authorized common stock from 500,000,000 shares to 700,000,000 shares, par value $0.0001 per share. The Amendment also authorized the Company to issue up to 1,000,000 shares of blank check preferred stock, par value $0.0001 per share. The financial statements have been retroactively re-stated to show the change in par value.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the period ended May 31, 2021, the CEO paid expenses of $33,930 on behalf of the Company. The total amount owed to the CEO as of May 31, 2021, was $51,130, which includes $17,200 in accrued management fees. (November 30, 2020 - $82,085- owed by the previous CEO). The amounts due to related parties are unsecured and non-interest-bearing with no set terms of repayment.

On February 28, 2021, the former CEO of the Company forgave all related party loans to the Company totaling $82,085. This was reflected as an increase in Additional-Paid-In-Capital in the financial statements.

On March 30, 2021, Instadose Pharma Corp. (the “Company”) entered into an executive employment agreement (the “Agreement”) with the Company’s President, Terry Wilshire, effective as of April 15, 2021 (the “Executive”), pursuant to which Mr. Wilshire will continue to serve in such position. Pursuant to the terms of the Agreement, the employment of Executive terminates on December 31, 2021, but the term automatically extends year to year thereafter unless earlier terminated by either party not later than thirty (30) days prior to December 31st.

In consideration therefore, Executive will be paid a base salary of $8,000 per month. Said base salary shall not be decreased without his prior written consent. Executive will also receive a $600 car allowance (together with the monthly salary, the “Base Salary”).

Upon termination by Executive of his employment for good reason or by the Company for any reason other than for “cause”, the Executive shall be entitled to his Base Salary through the end of the applicable term of the Agreement. Cause is defined in the Agreement as, among others, any act or omission that constitutes a material breach which is not cured following notice by the Company and the willful and continued refusal of Executive to satisfactorily perform his duties, which failure continues after notice and the conviction of any felony or crime involving dishonesty.

The Employment Agreement contains customary confidentiality provisions during and after the term of employment of Executive. Executive also agreed that during the term of his employment with the Company and for one year thereafter he will not engage in any business which competes with the business of the Company. As of May 31, 2021 the Company owed the CEO $17,200 in management fees.

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 a monthly basis at $79 per month.

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.

F-7

INSTADOSE PHARMA CORP.

(Formerly Mikrocoze Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MAY 31, 2021 (Unaudited)

NOTE 5 – COMMITMENTS AND CONTINGENCIES (continued)

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. As of the filing of this report the Definitive Agreement has not been completed. An Amendment has been signed by both parties to extend the time in order to complete the audit of the seller. The anticipated consummation of the contemplated transaction is July 31, 2021.

NOTE 6 – SUBSEQUENT EVENTS

On June 10, 2021, Instadose Pharma Corp. (the “Company”), filed with the Secretary of State of the State of Nevada an amendment to its articles of incorporation (the “Amendment”) to increase the authorized common stock from 500,000,000 shares to 700,000,000 shares, par value $0.0001 per share. The Amendment also authorized the Company to issue up to 1,000,000 shares of blank check preferred stock, par value $0.0001 per share. The financial statements have been retroactively re-stated to show the change in par value.

F-8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section of this Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

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.

On March 4, 2021, Mikrocoze, Inc. filed a Certificate of Amendment with the Secretary of State of Nevada effecting a name change on March 11, 2021 to Instadose Pharma Corp. Further on March 11, 2021, the Financial Industry Regulatory Authority approved the name change and trading symbol to “INSD”.

On March 30, 2021, Instadose Pharma Corp. (the “Company”) entered into an executive employment agreement (the “Agreement”) with the Company’s President, Terry Wilshire, effective as of April 15, 2021 (the “Executive”), pursuant to which Mr. Wilshire will continue to serve in such position. Pursuant to the terms of the Agreement, the employment of Executive terminates on December 31, 2021, but the term automatically extends year to year thereafter unless earlier terminated by either party not later than thirty (30) days prior to December 31st.

In consideration therefore, Executive will be paid a base salary of $8,000 per month. Said base salary shall not be decreased without his prior written consent. Executive will also receive a $600 car allowance (together with the monthly salary, the “Base Salary”).

Upon termination by Executive of his employment for good reason or by the Company for any reason other than for “cause”, the Executive shall be entitled to his Base Salary through the end of the applicable term of the Agreement. Cause is defined in the Agreement as, among others, any act or omission that constitutes a material breach which is not cured following notice by the Company and the willful and continued refusal of Executive to satisfactorily perform his duties, which failure continues after notice and the conviction of any felony or crime involving dishonesty.

The Employment Agreement contains customary confidentiality provisions during and after the term of employment of Executive. Executive also agreed that during the term of his employment with the Company and for one year thereafter he will not engage in any business which competes with the business of the Company.

Instadose Pharma Corp is focused on growth and acquisition of pharmaceutical grade agricultural products.

During the remainder of the year (If COVID-19 restrictions allow), the Company believes that is proposed acquisition of Instadose Pharma Corp. (private Corp.). will be completed by the end of July 2021. The Company intends to focus on growth and acquisition of pharmaceutical grade agriculture products continue its ongoing research. COVID-19 restrictions are beginning to lift in North America and the Company believes that there will only be minor disruption to the proposed on-going operations of the Company and will not affect it sales, operations and financings for the foreseeable future.

4

Results of Operations

For the three-month period ended May 31, 2021 and May 31, 2020 we had no revenues, or cost of goods sold.

Expenses for the three-month period ended May 31, 2021 totaled $47,962 resulting in a net loss of $47,962. The net loss for the three-month period ended May 31, 2021 is the result of expenses of $47,962, comprised of professional fees of $38,775 which includes $17,200 in management fees; transfer agent expenses of $3,092; filing fees of $6,065; and bank service charges of $30. Expenses for the three-month period ended May 31, 2020 totaled $4,762 resulting in a net loss of $4,762. The net loss for the three-month period ended May 31, 2020 is the result of expense of $4,762, comprised of professional fees of $3,400; filing fees of $573; transfer agent expenses of $427; rent expenses of $266; telephone expense of $66; and bank service charges of $30. The increase in expenses between May 31, 2021 and May 31, 2020 is primarily due to the increase in professional fees due to the implementation of management fees during the period and the Company making application to list with OTC Markets.

For the six-month period ended May 31, 2021 and May 31, 2020 we had no revenues, or cost of goods sold.

Expenses for the six-month period ended May 31, 2021 totaled $60,131 resulting in a net loss of $60,131. The net loss for the six-month period ended May 31, 2021 is the result of expenses of $60,131, comprised of professional fees of $48,560, which includes $17,200 in management fees; transfer agent expenses of $4,663; filing fees of $6,848; and bank service charges of $60. Expenses for the six-month period ended May 31, 2020 totaled $13,606 resulting in a net loss of $13,606. The net loss for the six-month period ended May 31, 2020 is the result of expense of $13,606, comprised of professional fees of $10,900; filing fees of $573; transfer agent expenses of $1,377; rent expenses of $475; telephone expense of $128; and bank service charges of $153. The increase in expenses between May 31, 2021 and May 31, 2020 is primarily due to the increase in professional fees due to the implementation of management fees during the period and the Company making application to list with OTC Markets.

Liquidity and Capital Resources

We have generated minimal revenues to date and anticipate until we generate a more rapid growth in revenues, we will require additional financings in order to fully implement our plan of operations. With the exception of cash advances from our sole Officer and Director, and cash received in our initial offering, we have not had any additional funding. We must raise cash to implement our strategy and stay in business. Our president has verbally committed to continue to fund our operations up to $75,000. However, this is not in writing and maybe rescinded at any time.

As of May 31, 2021, we had $5 in cash and $51,130 due to a related party. As of November 30, 2020, we had 65 in cash, and $82,085 due to a related party, the former president/director of the Company . Total liabilities as of May 31, 2021, were $60,409 compared to $82,423 at November 30, 2020. The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status. As of May 31, 2021, the Company owed $51,130, which includes $17,200 in accrued management fees. (November 30, 2020; $82,085 owed to the previous CEO of the Company) to its current Chief Executive Officer. During the six-month period ended May 31, 2021 and May 31, 2020, the CEO, paid expenses of $33,930 and $9,410, respectively, on behalf of the Company. All amounts due to the related party are unsecured, non-interest bearing and have no set terms of repayment.

On February 28, 2021, the former CEO of the Company forgave all related party loans to the Company totaling $82,085. This was reflected as an increase in Additional-Paid-In-Capital in the financial statements.

The Company is investigating the possibility of changing its business model. 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. As of the filing of this report a Definitive Agreement has not been completed. The anticipated consummation of the contemplated transaction is July 31, 2021.

Off-balance sheet arrangements

Other than the situation described in the section titled Capital Recourses and Liquidity, the company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

5

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's principal executive officer and principal financial officer. Based upon that evaluation, our company's principal executive officer and principal financial officer concluded that subject to the inherent limitations noted in this Part II, Item 9A(T) as of May 31, 2021, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended May 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

6

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Unregistered Sales of Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mining Safety Disclosures.

None

Item 5. Other Information.

On June 10, 2021, Instadose Pharma Corp. (the “Company”), filed with the Secretary of State of the State of Nevada an amendment to its articles of incorporation (the “Amendment”) to increase the authorized common stock from 500,000,000 shares to 700,000,000 shares, par value $0.0001 per share, The Amendment also authorized the Company to issue up to 1,000,000 shares of blank check preferred stock, par value $0.0001 per share.

On March 30, 2021, Instadose Pharma Corp. (the “Company”) entered into an executive employment agreement (the “Agreement”) with the Company’s President, Terry Wilshire, effective as of April 15, 2021 (the “Executive”), pursuant to which Mr. Wilshire will continue to serve in such position. Pursuant to the terms of the Agreement, the employment of Executive terminates on December 31, 2021, but the term automatically extends year to year thereafter unless earlier terminated by either party not later than thirty (30) days prior to December 31st.

In consideration therefore, Executive will be paid a base salary of $8,000 per month. Said base salary shall not be decreased without his prior written consent. Executive will also receive a $600 car allowance (together with the monthly salary, the “Base Salary”).

Upon termination by Executive of his employment for good reason or by the Company for any reason other than for “cause”, the Executive shall be entitled to his Base Salary through the end of the applicable term of the Agreement. Cause is defined in the Agreement as, among others, any act or omission that constitutes a material breach which is not cured following notice by the Company and the willful and continued refusal of Executive to satisfactorily perform his duties, which failure continues after notice and the conviction of any felony or crime involving dishonesty.

The Employment Agreement contains customary confidentiality provisions during and after the term of employment of Executive. Executive also agreed that during the term of his employment with the Company and for one year thereafter he will not engage in any business which competes with the business of the Company. The Company owes it’s CEO $17,200 in management fees for the period ended May 31, 2021

7

Item 6. Exhibits.

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer **
101	Interactive data files pursuant to Rule 405 of Regulation S-T.

* Included in Exhibit 31.1

** Included in Exhibit 32.1

8

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 thereunto duly authorized.

	INSTADOSE PHARMA CORP. (formerly Mikrocoze Inc.) (Registrant)
Date: July 14, 2021	By:	/s/ Terry Wilshire
		Terry Wilshire
		President and Director
		Principal and Executive Officer Principal Financial Officer Principal Accounting Officer

9

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Terry Whilshire, certify that:

1.	I have reviewed this quarterly report of INSTADOSE PHARMA CORP.; (formerly Mikrocoze Inc.)
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 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 the 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 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 controls and procedures, or caused such disclosure controls and procedures 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 registrants’ internal control over financial reporting that occurred during the registrants most recent fiscal quarter 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 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 equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal controls 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.

Date: July 14, 2021	/s/ Terry Whilshire
	Terry Whilshire
	President, Treasurer, Principal Executive Officer,
	Principal Financial Officer and Director

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the period ended May 31, 2021 of INSTADOE PHARMA CORP. (formerly Mikrocoze Inc.); a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Terry Whilshire, President and Chief Financial Officer of the Company 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 Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and
2.	The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: July 14, 2021	/s/ Terry Whilshire
	Terry Whilshire
	President, Secretary Treasurer, Principal Executive Officer,
	Principal Financial Officer and Director

XML

Cover - shares	6 Months Ended
	May 31, 2021	Jul. 14, 2021
Cover [Abstract]
Entity Registrant Name	Instadose Pharma Corp.
Entity Central Index Key	0001697587
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--11-30
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	May 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		75,000,000
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	No

XML

CONDENSED BALANCE SHEETS - USD ($)	May 31, 2021	Nov. 30, 2020
CURRENT ASSETS
Cash	$ 5	$ 65
TOTAL ASSETS	5	65
CURRENT LIABILITIES
Accounts payable	9,279	338
Due to related party	51,130	82,085
TOTAL CURRENT LIABILITIES	60,409	82,423
COMMITMENTS AND CONTINGENCIES	0	0
STOCKHOLDERS' DEFICIT
Common stock Authorized: 1,000,000 shares of preferred stock, $0.0001 par value -none issued 700,000,000 shares of common stock, $0.0001 par value, Issued and outstanding: 75,000,000 and 75,000,000 shares of common stock	7,500	7,500
Additional paid-in capital	98,585	16,500
Accumulated deficit	(166,489)	(106,358)
TOTAL STOCKHOLDERS' DEFICIT	(60,404)	(82,358)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 5	$ 65

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	May 31, 2021	Nov. 30, 2020
STOCKHOLDERS' DEFICIT
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	700,000,000	700,000,000
Common stock, shares issued	75,000,000	75,000,000
Common stock, shares outstanding	75,000,000	75,000,000
Preferred stock, Shares Authorized	1,000,000	1,000,000
Preferred stock, Shares par value	$ 0.0001	$ 0.0001

XML

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	May 31, 2021	May 31, 2020	May 31, 2021	May 31, 2020
REVENUE
Product sales	$ 0	$ 0	$ 0	$ 0
Cost of goods sold	0	0	0	0
GROSS PROFIT	0	0	0	0
OPERATING EXPENSES
General and administrative	9,187	1,362	11,571	2,706
Professional fees	38,775	3,400	48,560	10,900
TOTAL OPERATING EXPENSES	(47,962)	(4,762)	(60,131)	(13,606)
NET LOSS	$ (47,962)	$ (4,762)	$ (60,131)	$ (13,606)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED	75,000,000	75,000,000	75,000,000	75,000,000

XML

CONDENSED STATEMENTS OF STOCKHOLDERS DEFICIT (UNAUDITED) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance, shares at Nov. 30, 2019		75,000,000
Balance, amount at Nov. 30, 2019	$ (56,701)	$ 7,500	$ 16,500	$ (80,701)
Net loss	(8,844)	$ 0	0	(8,844)
Balance, shares at Feb. 29, 2020		75,000,000
Balance, amount at Feb. 29, 2020	(65,545)	$ 7,500	16,500	(89,545)
Balance, shares at Nov. 30, 2019		75,000,000
Balance, amount at Nov. 30, 2019	(56,701)	$ 7,500	16,500	(80,701)
Net loss	(13,606)
Balance, shares at May. 31, 2020		75,000,000
Balance, amount at May. 31, 2020	(70,307)	$ 7,500	16,500	(94,307)
Balance, shares at Feb. 29, 2020		75,000,000
Balance, amount at Feb. 29, 2020	(65,545)	$ 7,500	16,500	(89,545)
Net loss	(4,762)	$ 0	0	(4,762)
Balance, shares at May. 31, 2020		75,000,000
Balance, amount at May. 31, 2020	(70,307)	$ 7,500	16,500	(94,307)
Balance, shares at Nov. 30, 2020		75,000,000
Balance, amount at Nov. 30, 2020	(82,358)	$ 7,500	16,500	(106,358)
Net loss	(12,169)	0	0	(12,169)
Loan forgiveness - related party	82,085	$ 0	82,085
Balance, shares at Feb. 28, 2021		75,000,000
Balance, amount at Feb. 28, 2021	(12,442)	$ 7,500	98,585	(118,527)
Balance, shares at Nov. 30, 2020		75,000,000
Balance, amount at Nov. 30, 2020	(82,358)	$ 7,500	16,500	(106,358)
Net loss	(60,131)
Balance, shares at May. 31, 2021		75,000,000
Balance, amount at May. 31, 2021	(60,404)	$ 7,500	98,585	(166,489)
Balance, shares at Feb. 28, 2021		75,000,000
Balance, amount at Feb. 28, 2021	(12,442)	$ 7,500	98,585	(118,527)
Net loss	(47,962)	$ 0	0	(47,962)
Balance, shares at May. 31, 2021		75,000,000
Balance, amount at May. 31, 2021	$ (60,404)	$ 7,500	$ 98,585	$ (166,489)

XML

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	May 31, 2021	May 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (60,131)	$ (13,606)
Adjustments to reconcile net loss to net cash used in operating activities
Expenses paid on behalf of the Company by related party	51,130	9,410
Changes in operating assets and liabilities
Accounts payable	8,941	3,991
NET CASH USED IN OPERATING ACTIVITIES	(60)	(205)
CASH FLOWS FROM INVESTING ACTIVITIES	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Related party advances	0	330
NET CASH PROVIDED BY FINANCING ACTIVITIES	0	330
NET CHANGE IN CASH	(60)	125
CASH, BEGINNING OF PERIOD	65	0
CASH, END OF PERIOD	5	125
Cash paid during the period for:
Interest	0	0
Income taxes	0	0
Forgiveness of related party debt	$ 82,085	$ 0

XML

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

6 Months Ended

May 31, 2021

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 was 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.

On March 4, 2021, Mikrocoze, Inc. filed a Certificate of Amendment with the Secretary of State of Nevada effecting a name change on March 11, 2021 to Instadose Pharma Corp. Further on March 11, 2021, the Financial Industry Regulatory Authority approved the name change and trading symbol to “INSD”. InstadosePharma Corp is now focused on growth and acquisition of pharmaceutical grade agricultural products.

Going concern

To date the Company has generated minimal revenues from its business operations and has incurred operating losses since inception of $166,489. As at May 31, 2021, the Company has a working capital deficit of $60,404. 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.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

May 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended November 30, 2020 included in the Company’s year-end financial statements on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended May 31, 2021 are not necessarily indicative of the results that may be expected for the year ending November 30, 2021.

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.

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. Revenues to consists of revenue earned from the sale of medical grade agricultural products and is recognized at the time the product is shipped to the customer.

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 May 31, 2021 and May 31, 2020, 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 May 31, 2021 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

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

XML

COMMON STOCK

6 Months Ended

May 31, 2021

COMMON STOCK

NOTE 3 - COMMON STOCK

The Company is authorized to issue 700,000,000 common shares with a par value of $0.0001 per share. The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001. There were no issuances of common stock during the current 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.

On June 10, 2021, Instadose Pharma Corp. (the “Company”), filed with the Secretary of State of the State of Nevada an amendment to its articles of incorporation (the “Amendment”) to increase the authorized common stock from 500,000,000 shares to 700,000,000 shares, par value $0.0001 per share. The Amendment also authorized the Company to issue up to 1,000,000 shares of blank check preferred stock, par value $0.0001 per share. The financial statements have been retroactively re-stated to show the change in par value.

XML

RELATED PARTY TRANSACTIONS

6 Months Ended

May 31, 2021

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

During the period ended May 31, 2021, the CEO paid expenses of $33,930 on behalf of the Company. The total amount owed to the CEO as of May 31, 2021, was $51,130, which includes $17,200 in accrued management fees. (November 30, 2020 - $82,085- owed by the previous CEO). The amounts due to related parties are unsecured and non-interest-bearing with no set terms of repayment.

On February 28, 2021, the former CEO of the Company forgave all related party loans to the Company totaling $82,085. This was reflected as an increase in Additional-Paid-In-Capital in the financial statements.

On March 30, 2021, Instadose Pharma Corp. (the “Company”) entered into an executive employment agreement (the “Agreement”) with the Company’s President, Terry Wilshire, effective as of April 15, 2021 (the “Executive”), pursuant to which Mr. Wilshire will continue to serve in such position. Pursuant to the terms of the Agreement, the employment of Executive terminates on December 31, 2021, but the term automatically extends year to year thereafter unless earlier terminated by either party not later than thirty (30) days prior to December 31st.

In consideration therefore, Executive will be paid a base salary of $8,000 per month. Said base salary shall not be decreased without his prior written consent. Executive will also receive a $600 car allowance (together with the monthly salary, the “Base Salary”).

Upon termination by Executive of his employment for good reason or by the Company for any reason other than for “cause”, the Executive shall be entitled to his Base Salary through the end of the applicable term of the Agreement. Cause is defined in the Agreement as, among others, any act or omission that constitutes a material breach which is not cured following notice by the Company and the willful and continued refusal of Executive to satisfactorily perform his duties, which failure continues after notice and the conviction of any felony or crime involving dishonesty.

The Employment Agreement contains customary confidentiality provisions during and after the term of employment of Executive. Executive also agreed that during the term of his employment with the Company and for one year thereafter he will not engage in any business which competes with the business of the Company. As of May 31, 2021 the Company owed the CEO $17,200 in management fees.

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

May 31, 2021

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 a monthly basis at $79 per month.

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. As of the filing of this report the Definitive Agreement has not been completed. An Amendment has been signed by both parties to extend the time in order to complete the audit of the seller. The anticipated consummation of the contemplated transaction is July 31, 2021.

XML

SUBSEQUENT EVENTS

6 Months Ended

May 31, 2021

SUBSEQUENT EVENTS

NOTE 6 - SUBSEQUENT EVENTS

On June 10, 2021, Instadose Pharma Corp. (the “Company”), filed with the Secretary of State of the State of Nevada an amendment to its articles of incorporation (the “Amendment”) to increase the authorized common stock from 500,000,000 shares to 700,000,000 shares, par value $0.0001 per share. The Amendment also authorized the Company to issue up to 1,000,000 shares of blank check preferred stock, par value $0.0001 per share. The financial statements have been retroactively re-stated to show the change in par value.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

May 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the fiscal year ended November 30, 2020 included in the Company’s year-end financial statements on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended May 31, 2021 are not necessarily indicative of the results that may be expected for the year ending November 30, 2021

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.

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. Revenues to consists of revenue earned from the sale of medical grade agricultural products and is recognized at the time the product is shipped to the customer.

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 May 31, 2021 and May 31, 2020, 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 May 31, 2021 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

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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NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		57 Months Ended
	May 31, 2021	May 31, 2020	May 31, 2021	May 31, 2020	May 31, 2021
NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Operating losses	$ (47,962)	$ (4,762)	$ (60,131)	$ (13,606)	$ (166,489)
Working capital deficit	$ (60,404)		$ (60,404)		$ (60,404)

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COMMON STOCK (Details Narrative) - $ / shares	Jun. 10, 2021	May 31, 2021	Dec. 23, 2020	Nov. 30, 2020
Common stock, Shares authorized		700,000,000		700,000,000
Preferred stock, Shares Authorized		1,000,000		1,000,000
Preferred stock, Shares par value		$ 0.0001		$ 0.0001
Common stock, Shares par value		$ 0.0001		$ 0.0001
Secretary Of State [Member]
Common stock, Shares authorized			500,000,000
Common stock, Shares par value			$ 0.001
Subsequent Event [Member] | Secretary [Member]
Increase in shares descriptions	Increase the authorized common stock from 500,000,000 shares to 700,000,000 shares, par value $0.0001 per share. The Amendment also authorized the Company to issue up to 1,000,000 shares of blank check preferred stock, par value $0.0001 per share.

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		6 Months Ended
	Mar. 30, 2021	Feb. 28, 2021	May 31, 2021	May 31, 2020	Nov. 30, 2020
Due to related party			$ 51,130		$ 82,085
Expenses paid on behalf of the Company by related party			51,130	$ 9,410
Forgivness of related party debt			82,085	$ 0
CEO [Member]
Due to related party			51,130		$ 82,085
Accrued management fees			17,200
Expenses paid on behalf of the Company by related party			33,930
Forgivness of related party debt		$ 82,085
Management fees payable			$ 17,200
Executive [Member]
Monthly base salary	$ 8,000
Monthly car allowance	$ 600

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended
	Aug. 26, 2018	Dec. 07, 2020
Rent expenses per month	$ 79
Instadose Pharma Corp. [Member]
Equity, ownership percentage		100.00%
Equity, share exchange percentage on acqusition		80.00%

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SUBSEQUENT EVENTS (Details Narrative)	Jun. 10, 2021
Subsequent Event [Member] | Secretary [Member]
Increase in shares descriptions	Increase the authorized common stock from 500,000,000 shares to 700,000,000 shares, par value $0.0001 per share. The Amendment also authorized the Company to issue up to 1,000,000 shares of blank check preferred stock, par value $0.0001 per share.