VIRTUAL INTERACTIVE TECHNOLOGIES CORP. - Annual Report: 2017 (Form 10-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes ☐  No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes ☒  No ☐

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☐   No ☒

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒   No ☐

 

 

 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes ☐   No ☒

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of May 31, 2017 was $0.00.

As of August 15, 2018, the Company had 4, 740,750 outstanding shares of common stock.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "projects," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

ITEM 1.       BUSINESS

 

We are an exploration stage mineral company.  On May 3, 2013, our consulting geologist acquired a 100% legal and beneficial ownership interest in the MC00000266 mining claim (hereafter the "Claim") which was held in trust for us.  The Claim was located in the Northeast Athabasca Basin, in the Province of Saskatchewan, Canada.  It was located on provincial lands administered by the Province of Saskatchewan.  The legal and ownership rights on the claim were limited to the exploration and extraction of mineral deposits subject to applicable regulations.  The Claim totaled roughly 2,014 acres or 3.15 square miles in size and was located approximately 25 miles north of the community of Points North, Saskatchewan.

 

We were unable to raise the necessary funding to keep the mineral Claim in good standing and in May 2015, we forfeited our legal and beneficial ownership interest in the Claim for non-payment. As of November 30, 2017, we no longer held a beneficial interest in the Claim or any other mineral properties.

 

On November 20, 2017 we acquired all of the outstanding shares of Great Northern Properties, Inc. ("GNP") for consideration of 250,000 shares of our restricted common stock valued at $5,000 ($0.02 per share), as well as promissory notes in the principal amount of $50,000, for total purchase price of $55,000. The promissory notes bear interest at 6% per year and are due and payable on October 31, 2022 or the sale of this property in Anchorage, Alaska, whichever is the first to occur.  As of November 20, 2017 and August 15, 2018, GNP's only asset was a parcel of undeveloped land in Anchorage, Alaska. We plan to build a triplex with 3 rental units, each of which will consist of approximately 1,200 sq. ft., on this property.

We did not have any employees as of August 15, 2018, other than Mark Rodenbeck who serves as our only Officer.   Mr. Rodenbeck does not receive any compensation for his services to us.

ITEM 1A.    RISK FACTORS

 

Not applicable.

 

ITEM 2.       PROPERTIES

 

As of November 30, 2017 and August 15, 2018, our only property is a parcel of undeveloped land in Anchorage, Alaska acquired as a result of the GNP acquisition. We plan to build a triplex with 3 rental units, each of which will consist of approximately 1,200 sq. ft., on this property.

ITEM 3.       LEGAL PROCEEDINGS

 

None.

 

ITEM 4.       MINE SAFETY DISCLOSURES

Not applicable.

 

 

 

ITEM 5.       MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is quoted under the symbol "MACR" on the OTC Pink tier operated by OTC Markets Group, Inc.  However, during the last two fiscal years, and as of August 15, 2018, our common stock has not traded.

As of August 15, 2018 we had 4,740,750 outstanding shares of common stock held by thirty-two shareholders of record.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

On November 20, 2017 we acquired all of the outstanding shares of Great Northern Properties, Inc. ("GNP") for 250,000 shares of our restricted common stock valued at $5,000 ($0.02 per share), as well as promissory notes in the principal amount of $50,000, for total purchase price of $55,000.

During the three months ended  July 2018 we sold 600,000 Units at a price of $.10 per Unit in a private offering.  Each Unit consisted of one share of our common stock and one Series A Warrant.  Each Series A warrant allows the holder to purchase one share of our common stock at a price of $1.00 per share at any time on or before June 1, 2019.  .

 

ITEM 6.       SELECTED FINANCIAL DATA

 

Not applicable.

 

ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Results of Operations for the Year Ended November 30, 2017 as Compared to the Year Ended November 30, 2016

We did not conduct any operations during our fiscal years ended November 30, 2017 or 2016, respectively.  At November 30, 2017, we had cash in the amount of $2,846 as compared to cash at November 30, 2016 in the amount of $1,172.  The increase in cash from 2017 compared to 2016 is mainly the result of proceeds received from convertible notes payable, the majority of which were used to pay professional fees in connection with maintaining our SEC filing requirements.

 

At November 30, 2017, we had current liabilities of $40,404, consisting of accounts payable of $19,530, accrued interest of $874, and convertible notes payable of $20,000.  Our long-term liabilities were comprised of $50,000 in notes payable.  At November 30, 2016, our only current liability was $9,016 in accounts payable, and we had no current or long-term notes payable. We had a working capital deficit of $37,558 at November 30, 2017 as compared to a working capital deficit of $7,844 at November 30, 2016.

We did not generate revenues during our 2017 or 2016 fiscal years. Our general and administrative expenses were $28,840 during the year ended November 30, 2017 as compared to $26,201 during the year ended November 30, 2016. We did not expect a significant change in general and administrative expenses, and the slight increase was due to additional professional fees incurred in connection with our acquisition of Great Northern Properties.  We incurred a net loss of $29,714 during the year ended November 30, 2017, which is consistent with our net loss of $28,499 during the year ended November 30, 2016.

 

In support of our efforts and cash requirements, we have relied on advances from related parties until such time that we can support our operations or attain adequate financing through sales of our equity or traditional debt financing.  There is no formal written commitment for continued support by our shareholders or our officer and directors.  

Net cash used by operating activities was $18,326 during the 2017 fiscal year resulting primarily from the net loss of $29,714, which was offset by increases of $10,514 and $874 in accounts payable and accrued interest, respectively.  Net cash used by operating activities was $22,578 during the 2016 fiscal year resulting primarily from the net loss of $28,499, which was offset by increases of $3,623 and $2,298 in accounts payable and in accrued interest, respectively.

There were no cash flows from investing activities during the 2017 and 2016 fiscal years.

Net cash provided by financing activities was $20,000 during the 2017 fiscal year due to proceeds from convertible notes payable.  Net cash provided by financing activities was $20,150 during the 2016 fiscal year due to proceeds received from non-convertible notes payable.

On November 20, 2017 we acquired all of the outstanding shares of Great Northern Properties, Inc. ("GNP") for consideration of 250,000 shares of our restricted common stock valued at $5,000 ($0.02 per share), as well as promissory notes in the principal amount of $50,000, for total purchase price of $55,000. The promissory notes bear interest at 6% per year and are due and payable on October 31, 2022 or the sale of this property in Anchorage, Alaska, whichever is the first to occur.  We plan to build a triplex with 3 rental units, each of which will consist of approximately 1,200 sq. ft., on this property.

During the year ended November 30, 2017 the following persons made loans to us:

 

The loans are unsecured, due on demand, and bear 6% interest per year.

* $50,000 of these loans were non-cash loans issued in connection with the acquisition of Great Northern Properties.

During the three months ended July 2018, we sold 600,000 Units at a price of $.10 per Unit in a private offering.  Each Unit consisted of one share of our common stock and one Series A Warrant.  Each Series A warrant allows the holder to purchase one share of our common stock at a price of $1.00 per share at any time on or before June 1, 2019.  .

Off Balance Sheet Arrangements

As of August 15, 2018, we did not have any off balance sheet arrangements.

 

Critical Accounting Policies and Estimates

 

Not applicable.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

  

 

 

 

 

 

 

 

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

 

 

MASCOTA RESOURCES CORP.

 Consolidated Statements of Operations

 

 

 

 

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

 

 

 

 

 

 

 

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

 

 

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

 

 

MASCOTA RESOURCES CORP.

Notes to Consolidated Financial Statements

For the Years Ended November 30, 2017 and 2016

Nature of Operations

Mascota Resources Corp. (the "Company") was incorporated in the state of Nevada on November 3, 2011.  The Company is an exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties.

On November 9, 2011, the Company incorporated a wholly-owned subsidiary, MRC Exploration LLC ("MRC"), in the State of Nevada for the purpose of mineral exploration.

In May 2013, the Company acquired a Uranium mineral claim located in the Athabasca Basin, within the Province of Saskatchewan, Canada (the "Claim"). The legal and ownership rights on the claim were limited to the exploration and extraction of mineral deposits subject to applicable regulations.  The Claim totaled roughly 2,014 acres or 3.15 square miles in size and was located approximately 25 miles north of the community of Points North, Saskatchewan. Subsequently the required exploration and development expenditures were not made and the ownership interest in the Claim lapsed on May 3, 2015 and as of that date, the Company no longer held a beneficial interest in the Claim.

On November 20, 2017, the Company acquired all of the outstanding shares of Great Northern Properties, Inc. ("GNP") for consideration of 250,000 shares of the Company's restricted common stock valued at $5,000 ($0.02 per share), as well as promissory notes in the principal amount of $50,000, for total purchase price of $55,000. GNP was incorporated in Alaska on September 22, 2017 and had not engaged in any operations, other than the acquisition from its sole officer and director of a parcel of undeveloped land in Anchorage, Alaska.  The Company's plans for this property are to build a triplex with three rental units, each of which will be approximately 1,200 sq. ft.  The promissory notes bear interest at 6% per year, are unsecured, and are due and payable on October 31, 2022 or upon the sale of the property in Anchorage, Alaska, whichever is the first to occur.  Prior to the acquisition, there were no significant common shareholdings or affiliations between the Company, GNP, or either entity's shareholders.  As a result of the acquisition, the Company's capital, operations, and management remained intact. The Company concluded that substantially all of the fair value of the assets acquired is concentrated in one identifiable asset and therefore is not considered a business.  As such, the transaction was accounted for as an asset purchase, whereby the Alaska property (GNP's only balance sheet item) was recorded on the acquisition date at fair market value.

The Company does not have any employees, other than Mark Rodenbeck who serves as the Company's only officer.  Mr. Rodenbeck does not receive any compensation for his services to the Company.

 

Basis of Presentation

 

The accompanying consolidated financial statements represent the consolidated operations of the Company, MRC, and GNP from the periods of each of the Company's wholly-owned subsidiaries' respective formation or acquisition dates forward, prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").  All intercompany transactions have been eliminated, and all amounts are presented in the US Dollar.  The consolidated entity is referred to as "the Company," "we," "us," or "our."  The Company has adopted a November 30^th fiscal year-end.

Going Concern

These consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the ordinary course of business. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has not yet achieved profitable operations, has accumulated losses of $197,952, since its inception through November 30, 2017 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company may be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.

The Company is an exploration stage company, as defined in pronouncements of the Financial Accounting Standards Board (FASB) and Industry Guide #7 of the Securities and Exchange Commission. US GAAP govern the recognition of revenue by an exploration stage enterprise and the accounting for costs and expenses.

 

Cash Equivalents

We account for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Current tax benefits are offset by a valuation reserve as they are considered not likely to be realized in the foreseeable future.

Net Income (Loss) Per Share

 

 

On November 20, 2017 the Company acquired a parcel of undeveloped land in Anchorage, Alaska via its acquisition of 100% stock ownership of GNP. The Company's plans for this property are to build a triplex with 3 rental units, each of which will consist of approximately 1,200 sq. ft.  Upon acquisition, the land was recorded at its fair market value, which was deemed to be the value of the $55,000 in consideration paid for the GNP stock.  The Company intends to evaluate the property for impairment periodically in accordance with ASC 360 Property, Plant, and Equipment.

The Company's common stock is quoted under the symbol "MACR" on the OTC Pink tier operated by OTC Markets Group, Inc.  To date, an active trading market for the Company's common stock has not developed.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of its $0.01 par value preferred stock.  As of November 30, 2017 and 2016 the Company had 50,000 shares of preferred stock issued and outstanding.

On June 28, 2016, the Company issued 50,000 shares of its preferred stock at $3.24 per share to Dale Rasmussen in satisfaction of his $15,436 loan made to the Company.

Common Stock

The Company is authorized to issue 90,000,000 shares of its $0.001 par value common stock.  As of November 30, 2017 and November 30, 2016, the Company had 4,140,750 and 3,890,750 shares, respectively, of common stock issued and outstanding.

On June 21, 2016, 2,000,000 shares of common stock owned by Maria Ponce, the Company's former President, were cancelled and returned to treasury.

On June 28, 2016, the Company issued 50,000 common shares at $0.02 per share to Dale Rasmussen in satisfaction of Mr. Rasmussen's remaining loans of $1,000 made to the Company.    On June 28, 2016, the Company also issued 2,740,750 common shares at $0.02 to Mark Rodenbeck in satisfaction of Mr. Rodenbeck's totaling $54,818 loans made to the Company. Mr. Rasmussen and Mr. Rodenbeck also agreed to forgive all associated accrued interest totaling $4,708, which is reflected as an addition to paid-in capital.

On November 20, 2017 and in connection with its acquisition of GNP, the Company issued 250,000 shares of the Company's restricted common stock at $0.02 per share for total value of $5,000.

 

 

In connection with the Company's non-monetary acquisition of GNP, the Company issued a $5,000 unsecured note payable to GNP's former sole officer and director, Jerry Lewis, who became a director of the Company in February 2018.  The note carries a 6% interest rate and is payable upon the earlier of October 31, 2022 or the sale of the Company's Anchorage, Alaska property acquired from GNP.  Accrued interest as of and interest expense for the year ended November 30, 2017 totaled $9.

Notes Payable

In connection with the Company's non-monetary acquisition of GNP, the Company issued unsecured notes payable totaling $45,000 to two of GNP's former shareholders who each own approximately 1% of the Company's issued and outstanding common stock and have no further affiliation with the Company or GNP.  The notes carry a 6% interest rate and are payable upon the earlier of October 31, 2022 or the sale of the Company's Anchorage, Alaska property cquired from GNP.  Accrued interest as of and interest expense for the year ended November 30, 2017 totaled $74.

 

 

Note 5.       Related Party Transactions

In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. The Company engaged in various note payable transactions with related parties as detailed in Note 4.  There were no additional related party transactions during the years ended November 30, 2017 or 2016.

Note 6.       Income Taxes

Deferred income taxes are determined based on the estimated future tax effects of differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets are recognized to the extent that realization of those assets is considered to be more likely than not.  A valuation allowance is established for deferred taxes when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Provisions are made for the U.S. income tax liability and additional non-U.S. taxes on the undistributed earnings of non-U.S. subsidiaries, except for amounts the Company has designated to be indefinitely reinvested.

The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts and Jobs Act.  The schedules below reflect the Federal tax provision and valuation allowance using the new rates adjusted in the period of enactment (2017: 21% federal; 2016: 15% federal).

 

 

 

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

On February 5, 2018, we dismissed Pritchett, Siler & Hardy, PC as our independent registered accounting firm.  On February 22, 2018, we engaged Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah, as our new independent registered accounting firm.

Since PSH's appointment as the Company's independent registered accounting firm on November 3, 2015 and through February 5, 2018, there were (i) no disagreements between the Company and PSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PSH, would have caused PSH to make reference thereto in their reports on the Company's financial statements; and (ii) no "reportable events", as that term is defined in Item

304(a)(1)(v) of Regulation S-K.

 

 

We have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of November 30, 2017.  This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of November 30, 2017 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). As a result of this assessment, management concluded that, as of November 30, 2017, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many smaller reporting companies with limited resources to employ a large staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending for the year ended November 30, 2018: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

There were no changes in our internal control over financial reporting that occurred during the year ended November 30, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

 

None.

 

 

ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Mark Rodenbeck.  Mr. Rodenbeck has been an officer and director of the Company since February 2015. Mr. Rodenbeck graduated (cum laude with Dean's List honors) from Northwood Institute with a B.S. Degree in Business Administration in 1970.  Between 1970 and 1976, Mr. Rodenbeck worked as General Manager, and then District Manager, for Foodplex Inc., a large operator of fast food restaurants.  In 1976 he became President and 50% owner of Damark Inc. which owned and operated 6 fast food restaurants in Michigan.  In 1981, Mr. Rodenbeck sold his restaurants and moved to Denver, Colorado, and became a stockbroker.  In 1984, he was promoted to Branch Manager of Engler & Budd, a Minneapolis-based brokerage firm.  In 1995, he co-founded Colorado Ceramic Tile, Inc. as a 50% owner and officer.   Mr. Rodenbeck retired from Colorado Ceramic Tile in 2012.

 

Jerry Lewis.  Mr. Lewis was appointed as a director of the Company on February 21, 2018.  During the past five years Mr. Lewis has been the president of Tri Valley Vending, LLC (supplier of food, snack, beverage and gaming vending machines), ATM Alaska, Inc. (supplier of ATM machines) and Sugarloaf Marketing of Alaska, Inc. (supplier of stuffed animal crane machines).

Our Directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders or until removed from office.  Our officers are appointed by our board of directors and hold office until removed by the board.

 

As of August 15, 2018, we had not adopted a Code of Ethics for our principal executive, principal financial, principal accounting, or persons performing similar functions.

  

Mark Rodenbeck is not an independent director, as that term is defined by the Securities and Exchange Commission.

ITEM 11.     EXECUTIVE COMPENSATION

 

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

 

 

SUMMARY EXECUTIVE COMPENSATION TABLE
Name and Principal Position		Year		Salary (1)		Bonus (2)		Stock Awards (3)		Option Awards (4)		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation (5)		Total
		$		$		$		$		$		$		$		$
Dale Rasmussen,		2017		--		--		--		--		--		--		--		--
President, CEO,		2016		--		--		--		--		--		--		--		--
CFO,
Mark Rodenbeck		2017		--		--		--		--		--		--		--		--
Secretary		2016		--		--		--		--		--		--		--		--

On February 20, 2018, Dale Rasmussen was removed as a director of the Company.

On February 21, 2018, Mr. Rasmussen was removed as an officer of the Company.

 

 

 

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

On June 28, 2016, the Company issued 50,000 shares of its common stock and 50,000 shares of its preferred stock to Dale Rasmussen in satisfaction of Mr. Rasmussen's loans to the Company totaling $16,436.  Also on June 28, 2016, the Company issued 2,740,750 shares of its common stock to Mark Rodenbeck in satisfaction of Mr. Rodenbeck's loans to the Company totaling $54,818.  Mr. Rasmussen and Mr. Rodenbeck also agreed to forgive all associated accrued interest, which totaled $4,708 and is reflected as an addition to paid-in capital.

On November 20, 2017, the Company acquired all of the outstanding shares of Great Northern Properties, Inc. for consideration of 250,000 shares of the Company's restricted common stock valued at $5,000 ($0.02 per share), as well as promissory notes in the principal amount of $50,000, for total purchase price of $55,000.  As a former shareholder of Great Northern Properties, Inc., Jerry Lewis received 25,000 of these shares and a promissory note in the principal amount of $5,000.

 

 

During the year ended November 30, 2017 we borrowed $10,000 from Mark Rodenbeck.  The loan is unsecured, due on demand, and bears 6% interest per year.

ITEM 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Below is the table of Audit Fees (amounts in US$) billed by our prior auditor, Pritchett, Siler & Hardy, PC, in connection with the audit of our annual financial statements for the years ended November 30, 2017 and 2016.  We didn't engage our current auditor, Pinnacle Accountancy Group of Utah (a DBA of Heaton and Company, PLLC) until February 2018.

 

 

ITEM 15.     EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

 

 

(1)	Incorporated by reference to the same exhibit filed with the Company's registration statement on Form S-1 (File #333-190265).

*   Provided herewith

 

SIGNATURES

 

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 27^th day of August 2018.

 

 

	MASCOTA RESOURCES CORP.
	By:	/s/ Mark Rodenbeck
		Mark Rodenbeck
		Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

August 27, 2018	By:	/s/ Mark Rodenbeck
		Mark Rodenbeck
		Principal Executive, Financial and Accounting
		Officer and a Director
August 27, 2018	By:	/s/ Jerry Lewis
		Jerry Lewis
		Director