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.
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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.
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