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.
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 lowcost supplies of
highquality 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.
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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.
Results of Operations
For the three-month period ended August 31, 2021 and August 31, 2020 we had no
revenues, or cost of goods sold.
Expenses for the three-month period ended August 31, 2021 totaled $52,829
resulting in a net loss of $52,829. The net loss for the three-month period
ended August 31, 2021 is the result of expenses of $52,829, comprised of
professional fees of $50,125, which includes $25,800 in management fees;
transfer agent expenses of $782; filing fees of $1,917; and bank service charges
of $5. Expenses for the three-month period ended August 31, 2020 totaled $4,143
resulting in a net loss of $4,143. The net loss for the three-month period ended
August 31, 2020 is the result of expense of $4,143, comprised of professional
fees of $3,560; transfer agent expenses of $234; rent expenses of $262;
telephone expense of $38; and bank service charges of $49. The increase in
expenses between August 31, 2021 and August 31, 2020 is primarily due to the
increase in professional fees due to the implementation of management fees
during the period and an increase in legal fees.
For the nine-month period ended August 31, 2021 and August, 2020 we had no
revenues, or cost of goods sold.
Expenses for the nine-month period ended August 31, 2021 totaled $112,960
resulting in a net loss of $112,960. The net loss for the nine-month period
ended August 31, 2021 is the result of expenses of $112,960, comprised of
professional fees of $98,685, which includes $43,000 in management fees;
transfer agent expenses of $5,445; filing fees of $8,765; and bank service
charges of $65. Expenses for the nine-month period ended August 31, 2020 totaled
$17,749 resulting in a net loss of $17,749. The net loss for the nine-month
period ended August 31, 2020 is the result of expense of $17,749, comprised of
professional fees of $14,460; filing fees of $573; transfer agent expenses of
$1,610; rent expenses of $738; telephone expense of $166; and bank service
charges of $202. The increase in expenses between August 31, 2021 and August 31,
2020 is primarily due to the increase in professional fees due to the
implementation of management fees, an increase in legal fees, 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 August 31, 2021, we had $nil in cash and $88,974 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 August
31, 2021, were $113,233 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 August 31, 2021, the
Company owed $88,974 (November 30, 2020; $82,085 owed to the previous CEO of the
Company) to its current Chief Executive Officer. During the nine-month period
ended August 31, 2021 and 2020, the CEO paid expenses of $45,974 (and accrued
management fees of $43,000) 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.
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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 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.
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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INSTADOSE PHARMA CORP. 
