Cover
Cover - shares | 9 Months Ended | |
Aug. 31, 2021 | Oct. 13, 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 | Aug. 31, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 75,001,200 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-216292 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 81-3599639 | |
Entity Address Address Line 1 | 1545 Crossways Blvd., Suite 250 | |
Entity Address City Or Town | Chesapeake | |
Entity Address State Or Province | VA | |
Entity Address Postal Zip Code | 23320-0210 | |
City Area Code | 800 | |
Local Phone Number | 701-4342 | |
Security 12b Title | Common, $0.0001 Par Value | |
Trading Symbol | INSD | |
Entity Interactive Data Current | No |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Aug. 30, 2021 | Nov. 30, 2020 |
CURRENT ASSETS | ||
Cash | $ 0 | $ 65 |
TOTAL ASSETS | 0 | 65 |
CURRENT LIABILITIES | ||
Accounts payable | 24,259 | 338 |
Due to related party | 88,974 | 82,085 |
TOTAL CURRENT LIABILITIES | 113,233 | 82,423 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 issued and outstanding | 0 | 0 |
Common stock, par value $0.0001, 700,000,000 shares authorized, 75,000,000 and 75,000,000 shares issued and outstanding, respectively | 7,500 | 7,500 |
Additional paid-in capital | 98,585 | 16,500 |
Accumulated deficit | (219,318) | (106,358) |
TOTAL STOCKHOLDERS' DEFICIT | (113,233) | (82,358) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 65 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 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 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2021 | Aug. 31, 2020 | Aug. 31, 2021 | Aug. 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 | 2,704 | 583 | 14,275 | 3,289 |
Professional fees | 50,125 | 3,560 | 98,685 | 14,460 |
TOTAL OPERATING EXPENSES | (52,829) | (4,143) | (112,960) | (17,749) |
NET LOSS | $ (52,829) | $ (4,143) | $ (112,960) | $ (17,749) |
NET LOSS PER COMMON SHARE - BASIC AND DILUTED | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 |
CONDENSED STATEMENTS OF STOCKHO
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 | (17,749) | |||
Balance, shares at Aug. 31, 2020 | 75,000,000 | |||
Balance, amount at Aug. 31, 2020 | (74,450) | $ 7,500 | 16,500 | (98,450) |
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) |
Net loss | (4,143) | (4,143) | ||
Balance, shares at Aug. 31, 2020 | 75,000,000 | |||
Balance, amount at Aug. 31, 2020 | (74,450) | $ 7,500 | 16,500 | (98,450) |
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 | (112,960) | |||
Balance, shares at Aug. 31, 2021 | 75,000,000 | |||
Balance, amount at Aug. 31, 2021 | (113,233) | $ 7,500 | 98,585 | (219,318) |
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) |
Net loss | (52,829) | $ 0 | 0 | (52,829) |
Balance, shares at Aug. 31, 2021 | 75,000,000 | |||
Balance, amount at Aug. 31, 2021 | $ (113,233) | $ 7,500 | $ 98,585 | $ (219,318) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Aug. 31, 2021 | Aug. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (112,960) | $ (17,749) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Expenses paid on behalf of the Company by related party | 88,974 | 12,046 |
Changes in operating assets and liabilities | ||
Accounts payable | 23,921 | 5,468 |
NET CASH USED IN OPERATING ACTIVITIES | (65) | (235) |
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 | (65) | 95 |
CASH, BEGINNING OF PERIOD | 65 | 0 |
CASH, END OF PERIOD | 0 | 95 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Forgiveness of related party debt | $ 82,085 | $ 0 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Aug. 31, 2021 | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
NOTE 1 - 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 $219,318. As at August 31, 2021, the Company has a working capital deficit of $113,233. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Aug. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - 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 nine months ended August 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 August 31, 2021 and August 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 August 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. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Aug. 31, 2021 | |
CAPITAL STOCK | |
NOTE 3 - CAPITAL STOCK | NOTE 3 – CAPITAL 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. The change in par value has been retroactively re-stated for all periods presented. 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 $.0001 per share. The Amendment also authorized the Company to issue up to 1,000,000 shares of blank check preferred stock, par value $.0001 per share. The financial statements have been retroactively re-stated to show the change in par value. During the period the Company agreed to sell 1,000 shares of the Company’s common stock at $1.00 per share to 10 shareholders. No cash was received and shares were issued subsequent to the period. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Aug. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 4 - RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS During the period ended August 31, 2021, the CEO paid expenses of $45,974 on behalf of the Company. The total amount owed to the CEO as of August 31, 2021, was $88,974 (November 30, 2020 - $82,085- owed by the previous CEO), which includes $43,000 in accrued management fees. 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 August 31, 2021 the Company owed the CEO $43,000 in management fees. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Aug. 31, 2021 | |
SUBSEQUENT EVENTS | |
NOTE 5 - SUBSEQUENT EVENTS | NOTE 5 – SUBSEQUENT EVENTS Plan of Arrangement On September 1, 2021, Instadose Pharma Corp., a Nevada corporation (the “Company”), entered into a plan of arrangement (the “Agreement”) with Instadose Pharma Corp., a corporation organized under the laws of Canada (“Instadose”). Upon the satisfaction of the conditions set forth in the Agreement, the Company will acquire all of the issued and outstanding shares of common stock (the “Shares”) of Instadose. The consideration to be paid for each Share shall be 1.34 shares of common stock of the Company. Instadose is building a large-scale commercial outdoor growing, cultivation, production, and global distribution platform (the “Global Distribution Platform”) for medicinal cannabis and cannabinoid oil. Utilizing the Global Distribution Platform, Instadose will be seeking to open the commercial gateway to a new wholesale marketplace capable of providing pharmaceutical industry companies with large, sustainable, consistent, diverse, and low‑cost supplies of high‑quality medicinal cannabis and cannabinoid oil for use in bulk as an active pharmaceutical ingredient. Instadose’s Global Distribution Platform spans five (5) world continents to date, including Africa, Europe, Asia, South America, and North America (each, a “Continent”). Within each Continent, Instadose is establishing operational subsidiaries and joint venture partnerships to secure access to government-issued licenses and permits in countries such as The Democratic Republic of the Congo, the Republic of North Macedonia, the Portuguese Republic, the Republic of India, Colombia, Mexico, and Canada, each seeking to increase their level of participation within the global Medicinal Cannabis industry. Upon consummation of the transaction, the Company will no longer be considered a “shell” company. Based on information provided to the Company, at the closing the Company will have to issue an aggregate of 463,754,949 shares of common stock of the Company to the Instadose shareholders. Upon the completion of the transaction contemplated by the Agreement, the Board of Directors of the Company shall include three directors identified by Instadose and two directors identified by the Company. Subject to requisite approvals and applicable law, the Board of Directors of the Company shall consist of Grant F. Sanders, Alex Wylie, Lt. General (ret’d) the Honourable Andrew Leslie, Ann Barnes, and Peter Wirth. The management team of the Company after closing will consist of (i) Grant F. Sanders, Chairman of the Board; (ii) Lawrence M. Acton, Chief Operating Officer; (iii) Loren S. Greenspoon, Chief Strategy Officer and Canadian Legal Counsel; (iv) Alex Wylie, Chief Financial Officer; (v) Terry Wilshire, Chief Risk Officer; (vi) Andres Victoria, VP, Latin America Operations; (vii) Andrew Baukham, VP, Global Logistics; and (viii) Gareth Wiggan, Manager of African Operations. Shareholders of Instadose who properly dissent to the transaction at least two days prior to the shareholders meeting shall be entitled to receive the fair value of their shares from the Company. The Agreement can be terminated by either party if (i) the closing does not occur on or before December 31, 2021, (ii) the shareholders of Instadose do not approve the transaction with the Company or (iii) if the Agreement is deemed illegal. The Company may terminate the Agreement if Instadose is in breach of the terms of the Agreement or any event occurs such that Instadose will be unable to fulfill its obligations under the Agreement by December 31, 2021. Instadose may terminate the Agreement if the Company is in breach of the terms of the Agreement, if Instadose receives a superior offer, or if any event occurs such that the Company will be unable to fulfill its obligations under the Agreement by December 31, 2021. The Special Committee of the Board of Directors of Instadose received a fairness opinion from IJW & Co., Ltd., its financial advisor, that the consideration to be received by the shareholders of Instadose pursuant to the Arrangement is fair from a financial point of view to said shareholders. The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Plan of Arrangement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Please refer to the 8-K filed by Company with SEC on September 22, 2021. Share Issuance Subsequent to the period the Company agreed to sell an additional 200 shares of the Company’s common stock at $1.00 per share to 2 shareholders. The $1,200 in cash was received for all 10 shareholders during the period and 2 shareholders from subsequent period and all 1,200 shares were issued subsequent to the period. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Aug. 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 nine months ended August 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 August 31, 2021 and August 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 August 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. |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) | 9 Months Ended |
Aug. 31, 2021USD ($) | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | |
Operating losses | $ 219,318 |
Working capital deficit | $ (113,233) |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - $ / shares | Jun. 10, 2021 | Aug. 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 | ||
Shareholders [Member] | ||||
Sell of stock | 1,000 | |||
Price per share | $ 1 | |||
Secretary Of State [Member] | ||||
Common stock, Shares authorized | 500,000,000 | |||
Common stock, Shares par value | $ 0.001 | |||
Secretary [Member] | ||||
Increase in shares descriptions | increase the authorized common stock from 500,000,000 shares to 700,000,000 shares, par value $.0001 per share. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Mar. 30, 2021 | Feb. 28, 2021 | Aug. 31, 2021 | Aug. 31, 2020 | Aug. 30, 2021 | Nov. 30, 2020 | |
Due to related party | $ 88,974 | $ 82,085 | ||||
Expenses paid on behalf of the Company by related party | $ 88,974 | $ 12,046 | ||||
Forgivness of related party debt | 82,085 | $ 0 | ||||
CEO [Member] | ||||||
Due to related party | 88,974 | $ 82,085 | ||||
Accrued management fees | 43,000 | |||||
Expenses paid on behalf of the Company by related party | 45,974 | |||||
Forgivness of related party debt | $ 82,085 | |||||
Management fees payable | $ 43,000 | |||||
Executive [Member] | ||||||
Monthly base salary | $ 8,000 | |||||
Monthly car allowance | $ 600 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Sep. 01, 2021 | Aug. 31, 2021 |
Plan of Arrangement descriptions | each Share shall be 1.34 shares of common stock of the Company | |
Subsequent Event [Member] | ||
Stock issued | 463,754,949 | |
Two Shareholders [Member] | ||
Price per share | $ 1 | |
Sell of stock | 1,200 | |
Agreed to sell additional shares | 200 | |
Proceeds from sell of stock | $ 1,200 |