Annual Statements Open main menu

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


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the fiscal year ended November 30, 2017
 
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 
 
 
For the transition period from __________________ to ____________________
 
 
 
Commission file number: 333-190265
 
MASCOTA RESOURCES CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
36-4752858
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
7976 East Phillips Circle
Centennial, CO  80112-3231
(Address of principal executive offices)
 
Registrant's telephone number: (303) 961-7690
 
Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class
Name of each exchange on which registered
None
None
 
Securities registered under Section 12(g) of the Exchange Act:
 
Title of class
 
None
 
 
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
 
 
1

 
 
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.

 
Large accelerated filer
Accelerated filer
 
 
 
 
 
 
Non-accelerated filer
Smaller reporting company
 
(Do note check if a smaller reporting company)
 
 
 
Emerging growth company
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2


PART I
 
Forward-Looking Statements
 
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.
 
3



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.
 
PART II
 
 
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.
 
4


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.

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

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:

Name
 
Loan Amount
 
       
Mark Rodenbeck
 
$
10,000
 
Jerry Lewis
   
5,000
 
Unrelated third parties
   
55,000
*
   
$
70,000
 
 
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.


5


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

See Note 1 to the financial statement included as part of this report for a description of our critical accounting policies and estimates.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not applicable.

ITEM 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 
  


















6

 
 
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
515 S 400 E, STE 100
SALT LAKE CITY, UT 84111
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Mascota Resources Corporation
Centennial, CO

We have audited the accompanying consolidated balance sheet of Mascota Resources Corporation (the Company) as of November 30, 2016, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year then ended.  The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2016, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses since its inception, has a working capital deficit, and has not yet established profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Management's plans in regards to these matters are also described in Note 1.  These financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 

/s/ Pritchett, Siler & Hardy, P.C.                 
PRITCHETT, SILER & HARDY, P.C.

Farmington, Utah
May 4, 2017
 
 
F - 1

 
 
 
 
1438 N. HIGHWAY 89, STE. 120
FARMINGTON, UTAH  84025
 PH (801) 447-9572     FAX (801) 447-9578

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Mascota Resources Corporation
Centennial, CO

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Mascota Corporation (the Company) as of November 30, 2017, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the notes thereto (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring losses, has not achieved profitable operations, and expects to incur further losses in the development of its business, which raise substantial doubt about its ability to continue as a going concern.  Management's plans regarding these matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/:  Pinnacle Accountancy Group, PLLC
Pinnacle Accountancy Group, PLLC

We have served as the Company's auditor since 2018.
Farmington, UT
August 6, 2018
 
 
F - 2

 
 

 
MASCOTA RESOURCES CORP.


CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2017 and 2016

(Stated in US Dollars)






 
 
 
 
 
 
 
 
 
 
F - 3

 
 
MASCOTA RESOURCES CORP.
 
CONSOLIDATED BALANCE SHEETS
 
             
             
     
November 30,
   
November 30,
 
 
 
2017
   
2016
 
             
 ASSETS
           
             
Current Assets
           
Cash
 
$
2,846
   
$
1,172
 
Total Current Assets
   
2,846
     
1,172
 
                 
Fixed Assets
               
Land
   
55,000
     
-
 
Total Fixed Assets
   
55,000
     
-
 
                 
Total Assets
 
$
57,846
   
$
1,172
 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
LIABILITIES
               
Current Liabilities
               
Accounts Payable
 
$
19,530
   
$
9,016
 
Accrued Interest, Convertible Notes Payable - Related Parties
   
577
     
-
 
Accrued Interest, Notes Payable - Related Parties
   
9
     
-
 
Accrued Interest, Convertible Notes Payable
   
214
     
-
 
Accrued Interest, Notes Payable
   
74
         
Convertible Notes Payable - Related Parties
   
10,000
     
-
 
Convertible Notes Payable
   
10,000
     
-
 
Total Current Liabilities
   
40,404
     
9,016
 
                 
Long-term Liabilities
               
Notes Payable - Related Parties
   
45,000
     
-
 
Notes Payable
   
5,000
      -  
Total Long-term Liabilities
   
50,000
     
-
 
                 
Total Liabilities
   
90,404
     
9,016
 
                 
STOCKHOLDERS' DEFICIT
               
Preferred Stock, $0.01 par value, 10,000,000 shares authorized
   
500
     
500
 
50,000, issued and outstanding
   
-
     
-
 
Common Stock, $0.001 par value, 90,000,000  shares authorized,
               
4,140,750 shares issued and outstanding as of November 30, 2017
         
3,890,750  shares issued and outstanding as of November 30, 2016
   
4,141
     
3,891
 
Additional Paid-In Capital
   
160,753
     
156,003
 
Accumulated Deficit
   
(197,952
)
   
(168,238
)
                 
Total Stockholders' Deficit
   
(32,558
)
   
(7,844
)
                 
Total Liabilities and Stockholders' Deficit
 
$
57,846
   
$
1,172
 


 
The accompanying notes are an integral part of these consolidated financial statements.
F - 4

 
 
MASCOTA RESOURCES CORP.
 Consolidated Statements of Operations
 

    
The Year Ended
 
    
November 30,
 
   
2017
   
2016
 
             
Revenue
 
$
-
   
$
-
 
                 
Operating Expenses
               
General and administrative
   
28,840
     
26,201
 
Total Expenses
   
28,840
     
26,201
 
                 
Operating Loss
   
(28,840
)
   
(26,201
)
                 
Other Income (Expense)
               
Interest expense
   
874
     
2,298
 
                 
Net Loss
 
$
(29,714
)
 
$
(28,499
)
                 
Loss per share, basic and fully diluted
 
$
(0.01
)
 
$
(0.01
)
                 
Weighted average number of shares
   
3,897,599
     
3,331,055
 
outstanding - basic and fully diluted
               




 
 

 


The accompanying notes are an integral part of these consolidated financial statements.
F - 5

 
 
 
MASCOTA RESOURCES CORP.
 
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
 
   
   
                           
Additional
         
Stockholders'
 
   
Common Stock
   
Preferred Stock
   
Paid-in
   
Accumulated
   
Deficit
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
Balances at November 30, 2015
   
3,100,000
   
$
3,100
     
-
   
$
-
   
$
81,332
   
$
(139,739
)
 
$
(55,307
)
                                                         
Shares cancelled and returned to treasury
   
(2,000,000
)
   
(2,000
)
   
-
     
-
     
2,000
     
-
     
-
 
                                                         
Conversion of shareholder notes and interest into common and preferred stock
   
2,790,750
     
2,791
     
50,000
     
500
     
67,963
     
-
     
71,254
 
                                                         
Forgiveness of accrued interest on shareholder notes
   
-
     
-
     
-
     
-
     
4,708
     
-
     
4,708
 
                                                         
Net loss for the year
   
-
     
-
     
-
     
-
     
-
     
(28,499
)
   
(28,499
)
                                                         
Balances at November 30, 2016
   
3,890,750
     
3,891
     
50,000
     
500
     
156,003
     
(168,238
)
   
(7,844
)
                                                         
Share issued for acquisition of Great Northern Properties, Inc.
   
250,000
     
250
     
-
     
-
     
4,750
     
-
     
5,000
 
                                                         
Net loss for the year
   
-
     
-
     
-
     
-
     
-
     
(29,714
)
   
(29,714
)
                                                         
Balances at November 30, 2017
   
4,140,750
   
$
4,141
     
50,000
   
$
500
   
$
160,753
   
$
(197,952
)
 
$
(32,558
)




 
 
 

 

The accompanying notes are an integral part of these consolidated financial statements.
F - 6

 
 
MASCOTA RESOURCES CORP.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
             
             
     
Year Ended
 
     
November 30,
 
   
2017
   
2016
 
Cash Flows from Operating Activities
           
Net loss
 
$
(29,714
)
 
$
(28,499
)
Change in operating assets and liabilities:
               
Increase in accounts payable
   
10,514
     
3,623
 
Increase in accrued interest, convertible notes payable - related parties
   
577
     
-
 
Increase in accrued interest, notes payable - related parties
   
9
     
-
 
Increase in accrued interest, convertible notes payable
   
214
     
2,298
 
Increase in accrued interest, notes payable
   
74
         
Net Cash Used by Operating Activities
   
(18,326
)
   
(22,578
)
                 
Cash Flows from Investing Activities
   
-
     
-
 
                 
Cash Flows from Financing Activities
               
Proceeds from convertible notes payable - related parties
   
10,000
     
-
 
Proceeds from convertible notes payable
   
10,000
     
-
 
Proceeds from notes payable, related parties
   
-
     
20,150
 
Net Cash Provided by Financing Activities
   
20,000
     
20,150
 
                 
Net Increase (Decrease) in Cash
   
1,674
     
(2,428
)
                 
Cash at Beginning of Period
   
1,172
     
3,600
 
                 
Cash at End of Period
 
$
2,846
   
$
1,172
 
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
         
Cash paid for:
               
Interest
 
$
-
   
$
-
 
Income taxes
 
$
-
   
$
-
 
NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
Issuance of common stock (250,000 shares valued at $5,000) and notes payable ($50,000) in acquisition of Great Northern Properties, Inc. and associated land
 
$
55,000
   
$
-
 
Conversion of shareholders notes into common and preferred stock
 
$
-
   
$
71,254
 
Forgiveness of accrued interest on shareholder notes
 
$
-
   
$
4,708
 


The accompanying notes are an integral part of these consolidated financial statements.
F - 7

 
 
MASCOTA RESOURCES CORP.
Notes to Consolidated Financial Statements
For the Years Ended November 30, 2017 and 2016


Note 1.       Business

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.
 
F - 8



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 30th 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.

Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from those estimated.
 
Exploration Stage Accounting

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.
 
F - 9


Cash Equivalents

The Company considers all short term investments purchased with an original maturity of three months or less to be cash equivalents.

Income Taxes

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

In accordance with ASC 260 Earnings per Share, basic earnings per share ("EPS") is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.  No potentially dilutive debt or equity instruments were issued or outstanding during the year ended November 30, 2016.

The following items were potentially dilutive during the year ended November 30, 2017, but were excluded from EPS computation due to their anti-dilutive effect from the Company's continuing losses:

 
 
November 30,
2017
 
       
Basic weighted average common shares outstanding
    3,897,599  
If-converted shares, related party convertible debt
   
480,822
 
If-converted shares, convertible debt
   
179,452
 
Diluted weighted average common shares outstanding
   
4,557,873
 

 
New Accounting Pronouncements
 
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
 
F - 10

 
Note 2.       Long-Lived Assets

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.

Note 3.       Stockholders' Equity

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.
 
F - 11

 
Note 4.       Notes Payable

Convertible Notes Payable - Related Parties

On December 14, 2016, the Company received $10,000 from Mark Rodenbeck pursuant to an unsecured promissory note.  The note is due December 14, 2017, carries an interest rate of 6%, and is convertible at $0.02 per share.  Accrued interest as of and interest expense for the year ended November 30, 2017 totaled $577.  The conversion rate is deemed equal to the stock's value on the issuance date, so there is no beneficial conversion feature.

Convertible Notes Payable

On May 18, 2017 an unaffiliated investor advanced the Company $5,000.  On September 25, 2017, a second unaffiliated investor also advanced the Company $5,000.  The $10,000 total proceeds were received pursuant to unsecured promissory notes that are due one year from their respective issuance dates, carry an interest rate of 6%, and are convertible at $0.02 per share. Accrued interest as of and interest expense for the year ended November 30, 2017 totaled $214 in the aggregate.  The conversion rate is deemed equal to the stock's value on the issuance date, so there is no beneficial conversion feature.

Notes Payable - Related Parties

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 the associated accrued interest totaling $4,708, which was recorded as an addition to paid-in capital.

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.
 
F - 12

 
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 records benefits for uncertain tax positions based on an assessment of whether the position is more likely than not to be sustained by the taxing authorities. If this threshold is not met, no tax benefit of the uncertain tax position is recognized. If the threshold is met, the tax benefit that is recognized is the largest amount that is greater than 50% likely of being realized upon ultimate settlement. This analysis presumes the taxing authorities' full knowledge of the positions taken and all relevant facts, but does not consider the time value of money. The Company also accrues for interest and penalties on its uncertain tax positions and includes such charges in its income tax provision in the Consolidated Statements of Operations.
 
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).

Net deferred tax assets (liabilities) consist of the following components as of November 30, 2017 and 2016:
 
Deferred tax assets:
   
2017
   
2016
 
                 
NOL Carryover (21% and 15%, respectively)
 
$
41,580
   
$
25,235
 
Valuation allowance
   
(41,580
)
   
(25,235
)
Net deferred tax asset
 
$
--
   
$
--
 
 
The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended November 30, 2017 and 2016 due to the following:
 
F - 13

 
   
2017
   
2016
 
                 
Provision (21% and 34%, respectively)
 
$
4,457
   
$
4,275
 
                 
Effect of rate change on deferred tax asset and valuation allowance
   
11,888
     
-
 
                 
Change in valuation allowance
   
(16,345
)
   
(4,275
)
 
               
Tax at effective rate
 
$
--
   
$
--
 
 
Note 7.       Subsequent Events

On February 20, 2018, Dale Rasmussen was removed as a director of the Company by a vote of a Mark Rodenbeck, who owned approximately 70% of the voting power of the Company's common stock at the time.

On February 21, 2018, Mr. Rasmussen was removed as an officer of the Company, and Mark Rodenbeck was appointed as the Company's new Principal Executive, Financial, and Accounting Officer.  Also on February 21, 2018, Jerry Lewis (GNP's former shareholder and sole officer and director) was appointed as a director of the Company.
 
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.
 
The Company has evaluated subsequent events through the date these financial statements were issued.  There have been no additional subsequent events after November 30, 2017 for which disclosure is required.







F - 14

 
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.
 
ITEM 9A.    CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures

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.
 
Management's Report on Internal Control over Financial Reporting
 
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.
 
7

 
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.

Changes in Internal Control Over Financial Reporting

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. 

ITEM 9B.    OTHER INFORMATION
 
None.
 
PART III
 
ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name
 
Age
 
Position(s) and Office(s) Held
Mark Rodenbeck
 
68
 
Chief Executive, Financial and Accounting Officer, Secretary and a Director
 
 
 
 
 
Jerry Lewis
 
52
 
Director

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.
 
8

 

             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.
 
Mark Rodenbeck was appointed to serve as the Company's Secretary on February 17, 2015.  On February 21, 2018, Mr. Rodenbeck was appointed as the Company's new Principal Executive, Financial and Accounting Officer.
 
We do not compensate any person for serving as a director.
 
ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table sets forth, based on 4,740,750 shares of our common stock issued and outstanding as of August 15, 2018 the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of our common stock, and by our executive officers and directors as a group:
 
Name and address
of beneficial owner
 
Shares
Owned
   
Percent
of class
 
                 
Mark Rodenbeck
   
2,740,750
     
57.8
%
Jerry Lewis
   
25,000
     
0.5
%
All executive officers and directors (two persons)
   
2,765,750
     
58.3
%
 
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.
 
9

 
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.
 
Year Ended November 30,
 
Audit
Services
   
Audit Related Fees
   
Tax
Fees
   
Other
Fees
 
2017
 
$
9,600
   
$
-
   
$
-
   
$
-
 
2016
 
$
10,700
   
$
-
   
$
750
   
$
-
 


PART IV
 
ITEM 15.     EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
 
Exhibit
Number
 
Description
     
3.1
 
Articles of Incorporation (1)
3.2
 
Amended Articles of Incorporation (1)
3.3
 
Bylaws (1)
 
 
 
 
(1)
Incorporated by reference to the same exhibit filed with the Company's registration statement on Form S-1 (File #333-190265).

*   Provided herewith
 
10


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 27th 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  
 
 
 
 
 
 
 
11