Cover
Cover - USD ($) | 12 Months Ended | ||
Nov. 30, 2021 | Mar. 15, 2022 | May 31, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | INSTADOSE PHARMA CORP. | ||
Entity Central Index Key | 0001697587 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --11-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Nov. 30, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 531,933,749 | ||
Entity Public Float | $ 2,462,500 | ||
Document Annual Report | true | ||
Entity File Number | 333-216292 | ||
Entity Incorporation State Country Code | NV | ||
Entity Interactive Data Current | Yes | ||
Entity Address Address Line 1 | 5500 North Service Road, Suite 301 | ||
Entity Address City Or Town | Burlington | ||
Entity Address State Or Province | ON | ||
Entity Address Postal Zip Code | L7L 6W6 | ||
Security 12g Title | Common Stock, $0.001 par value | ||
Document Transition Report | false | ||
Entity Tax Identification Number | 81-3599639 | ||
City Area Code | 800 | ||
Local Phone Number | 701-4342 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Nov. 30, 2021 | Nov. 30, 2020 |
CURRENT ASSETS | ||
Cash | $ 0 | $ 65 |
TOTAL CURRENT ASSETS | 0 | 65 |
CURRENT LIABILITIES | ||
Accounts payable | 8,780 | 338 |
Accrued expenses - related party | 68,800 | 0 |
Advances - related party | 84,716 | 82,085 |
TOTAL CURRENT LIABILITIES | 162,296 | 82,423 |
COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT | 0 | 0 |
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 | 401,585 | 16,500 |
Subscription receivable | (3,000) | 0 |
Accumulated deficit | (568,381) | (106,358) |
TOTAL STOCKHOLDERS' DEFICIT | (162,296) | (82,358) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 0 | $ 65 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Nov. 30, 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 | 75,003,000 | 75,000,000 |
Common stock, shares outstanding | 75,003,000 | 75,000,000 |
Preferred stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred stock, Shares par value | $ 0.0001 | $ 0.0001 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
STATEMENTS OF OPERATIONS | ||
General and administrative expenses | $ 462,023 | $ 25,697 |
NET LOSS | $ (462,023) | $ (25,657) |
Loss per share - basic and diluted | $ (0.01) | $ 0 |
Weighted average number of shares - basic and diluted | 75,000,312 | 75,000,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Operating Activities | ||
Net loss | $ (462,023) | $ (25,657) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Expenses paid on behalf of the Company by related party | $ 84,716 | 26,091 |
Expenses paid on behalf of the Company - third party | 300,000 | |
Accounts payable | $ 8,442 | (647) |
Accrued expenses - related party | 68,800 | 0 |
Net cash from operating activities | (65) | (213) |
Financing activities | ||
Advances from related party | 0 | 330 |
Net cash provided by financing activities | 0 | 330 |
Net increase (decrease) in cash | (65) | 117 |
Cash, beginning of year | 65 | 52 |
Cash, end of year | $ 0 | $ 65 |
STATEMENTS OF STOCKHOLDERS DEFI
STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Subscription Receivable [Member] | Accumulated Deficit [Member] |
Balance, shares at Nov. 30, 2019 | 75,000,000 | |||||
Balance, amount at Nov. 30, 2019 | $ (56,701) | $ 0 | $ 7,500 | $ 16,500 | $ 0 | $ (80,701) |
Net loss - 2020 | (25,657) | 0 | $ 0 | 0 | 0 | (25,657) |
Balance, shares at Nov. 30, 2020 | 75,000,000 | |||||
Balance, amount at Nov. 30, 2020 | (82,358) | 0 | $ 7,500 | 16,500 | 0 | (106,358) |
Net loss - 2020 | (462,023) | 0 | 0 | 0 | 0 | (462,023) |
Debt forgiveness - related party | $ 82,085 | 0 | $ 0 | 82,085 | 0 | 0 |
Stock issued for subscription receivable ($1/per share), shares | 3,000 | 3,000 | ||||
Stock issued for subscription receivable ($1/per share), amount | $ 0 | 0 | $ 0 | 3,000 | (3,000) | 0 |
Expenses paid on behalf of the Company - third party | 300,000 | $ 0 | $ 0 | 300,000 | 0 | 0 |
Balance, shares at Nov. 30, 2021 | 75,003,000 | |||||
Balance, amount at Nov. 30, 2021 | $ (162,296) | $ 7,500 | $ 401,585 | $ (3,000) | $ (568,381) |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Nov. 30, 2021 | |
Organization and Nature of Operations | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations 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”. Instadose Pharma Corp is now focused on growth and acquisition of pharmaceutical grade agricultural products. On December 31, 2021, Mr. Terry Wilshire resigned as Chief Executive officer, Chief Financial Officer, President, Treasurer, Secretary and Director of the Company. On January 14, 2022, Alex Wylie was appointed interim Chairman and interim Chief Executive Officer of the Registrant and Instadose Canada. Mr. Wylie will continue in his role as Chief Financial Officer of the Registrant and Instadose Canada. The Registrant’s Board of Directors will initiate a process to find a permanent Chairman and Chief Executive Officer of the Registrant and Instadose Canada. Alex Wylie will be a potential candidate for the roles of Chairman and/or Chief Executive Officer in the Registrant and Instadose Canada. Effective January 14, 2022, Grant F. Sanders resigned as Chairman and Chief Executive Officer of the Registrant and as Chairman of its wholly owned Canadian subsidiary (“Instadose Canada”). Mr. Sanders will not hold any officer or director positions at the Company or Instadose Canada following his resignation. Going concern To date the Company has generated minimal revenues from its business operations and has incurred operating losses since inception of $568,381. As at November 30, 2021, the Company has a working capital deficit of $162,296. 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. Impact of COVID-19 The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, distribution centers, or logistics and other service providers. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. We have implemented adjustments to our operations designed to keep employees safe and comply with federal, state, and local guidelines, including those regarding social distancing. The extent to which COVID-19 may further impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. In response to COVID-19, the United States government has passed legislation and taken other actions to provide financial relief to companies and other organizations affected by the pandemic. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition, and results of operations. At November 30, 2021, the Company has evaluated its operations and has determined that the effect of COVID-19 has not had a material adverse impact on its business, financial condition or results of operations. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the year ended November 30, 2021, the Company had: · Net loss of $462,023; and · Net cash used in operations was $65 Additionally, for the year ended November 30, 2021, the Company had: · Accumulated deficit of $568,381 · Stockholders’ deficit of $162,296; and · Working capital deficit of $162,296 The Company has cash on hand of $0 at November 30, 2021. Although the Company may raise additional debt (third party and related party lenders) or equity capital (historically shareholder capital contributions and third-party debt), the Company expects to incur losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as the Company executes its business plan. In connection with the Company’s reverse merger on December 31, 2021, the Company believes that the Company will execute its business plan, however, there can be no assurances that the new business will be successful. See Note 8. These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management’s strategic plans include the following: · Executing and commercializing its business operations; and · Identifying unique market opportunities that represent potential positive short-term · cash flow. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Business Segments The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company has identified one single reportable operating segment. Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material . Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Cash and Cash Equivalents For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At November 30, 2021 and 2020, respectively, the Company had no cash equivalents. Fair Value of Financial Statements The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ⦁ Level 1 -Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ⦁ Level 2-Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ⦁ Level 3-Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, is carried at historical cost. At November 30, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” At November 30, 2021 and 2020, respectively, the Company did not have any cash equivalents. Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of November 30, 2021 and 2020, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended November 30, 2021 and 2020, respectively. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carry forwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost- recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the years ended November 30, 2021 and 2020, respectively. Basic and Diluted Earnings (Loss) per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At November 30, 2021 and 2020, respectively, the Company did not have any common stock equivalents. Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Recent Accounting Standards Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. At November 30, 2021, there were no pronouncements that had an effect on the Company’s financial statements. |
Advances Related Party
Advances Related Party | 12 Months Ended |
Nov. 30, 2021 | |
Advances Related Party | |
Related Party Transactions | Notes 3 - Advances Related Party The following represents activity with the Company’s Chief Executive Officer as of November 30 2021 and 2020, respectively: Terms Advances Related Party Issuance date of advances Various Maturity date Due on demand Interest rate 0 % Collateral Unsecured Balance - November 30, 2019 $ 55,664 Advances 330 Expenses paid on behalf of Company 26,091 Balance - November 30, 2020 82,085 Debt forgiveness - related party (82,085 ) Expenses paid on behalf of Company 84,716 Balance - November 30, 2021 $ 84,716 1 |
Accrued Expenses Related Party
Accrued Expenses Related Party | 12 Months Ended |
Nov. 30, 2021 | |
Accrued Expenses Related Party | |
Note Accrued Expenses Related Party | Note 4 - Accrued Expenses - Related Party During the year ended November 30, 2021, the Company owed its Chief Executive Officer $68,800 for services rendered. |
Stockholders Deficit
Stockholders Deficit | 12 Months Ended |
Nov. 30, 2021 | |
Stockholders Deficit | |
Note Stockholders Deficit | Note 5 - Stockholders’ Deficit Increase in Authorized Shares and Change in Par Value On June 10, 2021, the Company increased its authorized common shares from 500,000,000 shares to 700,000,000 shares. Also, the Company authorized 1,000,000 shares of blank check preferred stock. On June 10, 2021, the Company changed its par value from $0.001 to $0.0001. As a result, the Company accounted for this as a recapitalization with a net effect of $0 on stockholders’ deficit. Additionally, the recapitalization was retroactively reflected to the earliest period presented. Equity Transactions for the Year Ended November 30, 2021 Subscription Receivable The Company sold 3,000 shares of common stock for $3,000 ($1/share). The Company has recorded the issuance as a subscription receivable and expects to collect the balance during the fiscal year ended November 30, 2022. Expenses Paid on Behalf of the Company - Third Party During the year ended November 30, 2021, a third party paid $300,000 on behalf of the Company in connection with advertising and marketing. The Company’s tax expense differs from the “expected” tax expense for the period (computed by applying the corporate tax rate of 21% to loss before taxes), are approximately |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2021 | |
Income Taxes | |
Note Income Taxes | Note 6 - Income Taxes The Company’s tax expense differs from the “expected” tax expense for the period computed by applying the corporate tax rate of 21% to loss before taxes), are approximately as follows: November 30, 2021 November 30, 2020 Federal income tax benefit - 21% $ (119,000 ) $ (5,400 ) Subtotal (119,000 ) (5,400 ) Change in valuation allowance 119,000 5,400 $ $ The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at November 30, 2021 and 2020 are approximately as follows: November 30, 2021 November 30, 2020 Net operating loss carryforwards $ 119,000 $ (22,000 ) Total deferred tax assets 119,000 (22,000 ) Less: valuation allowance (119,000 ) 22,000 Net deferred income tax asset $ - $ - Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse. During the year ended November 30, 2021, the valuation allowance increased by approximately $97,000. The total valuation allowance results from the Company’s estimate of its inability to recover its net deferred tax assets. At November 30, 2021, the Company has federal net operating loss carryforwards, which are available to offset future taxable income, of approximately $568,000 (approximately $119,000 at the tax rate). The Company is in the process of analyzing their NOL that could limit the future use of these NOL’s. These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. The Company files corporate income tax returns in the United States and California jurisdictions. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. At November 30, 2021 and 2020, there are no unrecognized tax benefits, and there are no significant accruals for interest related to unrecognized tax benefits or tax penalties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2021 | |
Subsequent Events | |
Note Subsequent Events | Note 7 - Subsequent Events SEC Trading Suspension On November 23, 2021, the Company was notified by the SEC that it had ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of the above-listed Company is suspended for the period from 9:30 a.m. EDT on November 24, 2021, through 11:59 p.m. EDT on December 8, 2021. The Order stated that it appears to the Securities and Exchange Commission that the Company (CIK No. 0001697587), a Nevada corporation whose principal place of business is listed as Chesapeake, Virginia, because of questions and concerns regarding the adequacy and accuracy of information about the Company in the marketplace, including: (1) significant increases in the stock price and share volume unsupported by the company’s assets and financial information; (2) trading that may be associated with individuals related to a control person of Instadose Pharma; and (3) the operations of Instadose Pharma’s Canadian affiliate. The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company. As of the date of these financial statements, the Company has resumed trading on OTC markets, however, the symbol has been marked with a “CE” designation (Caveat Emptor). Plan of Arrangement On December 31, 2021, the Company closed on the Plan of Arrangement approved by the Supreme Court of British Columbia on October 19, 2021 by and between the Company and Instadose Pharma Corp., a British Columbia corporation (“Instadose Canada”). At Closing, the Company acquired all of the issued and outstanding common shares of Instadose Canada. Instadose Canada shareholders received 1.34 shares of the Company’s common stock in exchange for each share of Instadose Canada common stock for an aggregate of 456,930,654 shares of the Company’s common stock. The transaction resulted in a change of control and a change in management. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Nov. 30, 2021 | |
Summary of Significant Accounting Policies | |
Business Segments | The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company has identified one single reportable operating segment. |
Use of Estimates | Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material . Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. |
Cash and Cash Equivalents | For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At November 30, 2021 and 2020, respectively, the Company had no cash equivalents. |
Fair Value of Financial Instruments | The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ⦁ Level 1 -Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ⦁ Level 2-Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ⦁ Level 3-Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate. Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values. The Company’s financial instruments, including cash, is carried at historical cost. At November 30, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “Financial Instruments” At November 30, 2021 and 2020, respectively, the Company did not have any cash equivalents. |
Income Taxes | The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of November 30, 2021 and 2020, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended November 30, 2021 and 2020, respectively. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carry forwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost- recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the years ended November 30, 2021 and 2020, respectively. |
Basic and Diluted Earnings (Loss) per Share | Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. At November 30, 2021 and 2020, respectively, the Company did not have any common stock equivalents. |
Related Parties | Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recent Accounting Standards | Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. At November 30, 2021, there were no pronouncements that had an effect on the Company’s financial statements. |
Advances Related Party (Tables)
Advances Related Party (Tables) | 12 Months Ended |
Nov. 30, 2021 | |
Advances Related Party | |
Schedule of Related Party Activity | Terms Advances Related Party Issuance date of advances Various Maturity date Due on demand Interest rate 0 % Collateral Unsecured Balance - November 30, 2019 $ 55,664 Advances 330 Expenses paid on behalf of Company 26,091 Balance - November 30, 2020 82,085 Debt forgiveness - related party (82,085 ) Expenses paid on behalf of Company 84,716 Balance - November 30, 2021 $ 84,716 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Nov. 30, 2021 | |
INCOME TAXES (Tables) | |
Schedule of income taxes | November 30, 2021 November 30, 2020 Net operating loss carryforwards $ 119,000 $ (22,000 ) Total deferred tax assets 119,000 (22,000 ) Less: valuation allowance (119,000 ) 22,000 Net deferred income tax asset $ - $ - |
Schedule of expected tax expense | November 30, 2021 November 30, 2020 Federal income tax benefit - 21% $ (119,000 ) $ (5,400 ) Subtotal (119,000 ) (5,400 ) Change in valuation allowance 119,000 5,400 $ $ |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - USD ($) | 12 Months Ended | ||
Nov. 30, 2021 | Nov. 30, 2020 | Nov. 30, 2019 | |
Net cash used in operations | $ (65) | $ (213) | |
Accumulated deficit | (568,381) | (106,358) | |
Stockholder's Deficit | (162,296) | (82,358) | $ (56,701) |
Cash in hand | $ 0 | ||
General Business [Member] | |||
Operating losses | 462,023 | ||
Net cash used in operations | 65 | ||
Accumulated deficit | 568,381 | ||
Stockholder's Deficit | 162,296 | ||
Working Capital Deficit | 162,296 | ||
Cash in hand | $ 0 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | Nov. 30, 2020USD ($) |
Organization and Nature of Operations (Details Narrative) | |
Cash in hand | $ 0 |
Advances Related Parties (Detai
Advances Related Parties (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
Organization and Nature of Operations (Details Narrative) | ||
Issuance date of advances | Various | Various |
Maturity date | Due on demand | Due on demand |
Interest rate | 0.00% | 0.00% |
Collateral | Unsecured | Unsecured |
Beginning Balance | $ 82,085 | $ 55,664 |
Advances | 0 | 330 |
Debt forgiveness - related party | (82,085) | |
Expenses paid on behalf of Company | 84,716 | 26,091 |
Ending Balance | $ 84,716 | $ 82,085 |
Accrued Expenses Related Party
Accrued Expenses Related Party (Details Narrative) | Nov. 30, 2021USD ($) |
CEO [Member] | |
Due to related party | $ 68,800 |
Stockholders Deficit (Details N
Stockholders Deficit (Details Narrative) - USD ($) | 12 Months Ended | |||
Nov. 30, 2021 | Jun. 11, 2021 | Jun. 10, 2021 | Nov. 30, 2020 | |
Common stock, Shares authorized | 700,000,000 | 700,000,000 | 500,000,000 | 700,000,000 |
Preferred stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Recapitalization on equity | $ 0 | |||
Common stock, Shares par value | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.0001 |
Stock issued for subscription receivable ($1/per share), shares | 3,000 | |||
Advertising and marketing | $ 300,000 | |||
Corporate income tax rate | 21.00% | |||
Stock issued for subscription receivable ($1/per share), amount | $ 0 | |||
Subscription Receivable [Member] | ||||
Stock issued for subscription receivable ($1/per share), amount | $ (3,000) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2021 | Nov. 30, 2020 | |
INCOME TAXES (Tables) | ||
Federal income tax benefit - 21% | $ (119,000) | $ (5,400) |
Subtotal | (119,000) | (5,400) |
Change in valuation allowance | $ 119,000 | $ 5,400 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Nov. 30, 2021 | Nov. 30, 2020 |
INCOME TAXES (Tables) | ||
Net operating loss carry-forward | $ 119,000 | $ (22,000) |
Total deferred tax assets | 119,000 | (22,000) |
Less: valuation allowance | (119,000) | 22,000 |
Net deferred income tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Nov. 30, 2021USD ($) | |
Valuation allowance | $ 97,000 |
Offset taxable income | $ 119,000 |
Corporate income tax rate | 21.00% |
General Business [Member] | |
federal net operating loss carryforwards | $ 568,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Dec. 31, 2021shares |
Subsequent Event [Member] | |
Stock issued | 456,930,654 |