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NEVADA		36-4752858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Check whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large acclerated filer	☐	Accelerated filer	☐
	Non-accelerated filer	☒	Smaller reporting company	☒
			Emerging growth company	☐

        

If an emerging growth company, indicate by checkmark 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 ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,246,190 shares of common stock as of November 15, 2018.

MASCOTA RESOURCES CORP.
CONDENSED CONSOLIDATED BALANCE SHEET
(Stated in US Dollars) (Unaudited)
			May 31,		November 30,
ASSETS			2018		2017
Current Assets
		Cash	$                  25,700		$                    2,846
	Total Current Assets		25,700		2,846
Fixed Assets
		Land	55,000		55,000
	Total Fixed Assets		55,000		55,000
Total Assets			$                80,700		$                57,846
LIABILITIES
Current Liabilities
		Accounts Payable	$                  20,475		$                  19,530
		Accrued Interest – Notes Payable	1,424		74
		Accrued Interest,  Notes Payable - Related Parties	154		9
		Accrued Interest, Convertible Notes Payable	612		214
		Accrued Interest, Convertible Notes Payable - Related Parties	876		577
		Convertible Notes Payable	15,216		10,000
		Convertible Notes Payable - Related Parties	10,000		10,000
		Stock Subscriptions Payable	25,500		-
	Total Current Liabilities		74,257		40,404
Long Term Liabilities
Notes Payable - Related Party			5,000		5,000
Notes Payable			45,000		45,000
	Total Long-term Liabilities		50,000		50,000
Total Liabilities			124,257		90,404
STOCKHOLDERS' DEFICIT
		Preferred Stock, $0.01 par value, 10,000,000 shares   authorized 50,000, issued or outstanding as of   May 31, 2018 and November 30, 2017.	500		500
		Common Stock, $0.001 par value, 90,000,000  shares   authorized, 4,140,750 shares issued and outstanding	4,141		4,141
		Additional paid in capital	160,753		160,753
		Accumulated deficit	(208,951)		(197,952)
Total Stockholders' Deficit			(43,557)		(32,558)
Total Liabilities and Stockholders' Deficit			$                80,700		$                57,846

 

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

MASCOTA RESOURCES CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)
				Six Months Ended
				May 31, 2018
				2018		2017
Cash Flows from Operating Activities
	Net loss			$           (10,999)		$               (7,627)
	Change in operating assets and liabilities:
			Accounts payable and accrued liabilities	2,693		(5,175)
			Accrued interest, related parties	444		287
Net Cash used by operating activities				(7,862)		(12,515)
Cash Flows from Investing Activities				-		-
Cash Flows from Financing Activities
	Proceeds from issuance of convertible notes			5,216		10,000
	Proceeds from issuance of convertible notes, related parties			-		5,000
	Proceeds from sale of stock subscriptions			25,500		-
Net Cash provided by Financing Activities				30,716		15,000
Net Increase in cash				22,854		2,485
Cash at beginning of period				2,846		1,172
Cash at end of period				$             25,700		$               3,657
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
			Cash paid for:
			Interest	$                        -		$                        -
			Income taxes	$                        -		$                        -

 

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

 

 

 

MASCOTA RESOURCES CORP.
Condensed Consolidated Statements of Operations
(Stated in US Dollars)
(Unaudited)
			Three Months Ended					Six Months Ended
			May 31,					May 31,
			2018			2017		2018		2017
	Revenue		$            -			$            -		$           -		$            -
	Operating Expenses
		Professional fees	730			1,862		6,960		3,962
		Legal fees	635			-		635		2,530
		General and administrative	893			524		1,212		848
		Total Expenses	$      2,258			$      2,386		$      8,807		$      7,340
	Operating loss		(2,258)			(2,386)		(8,807)		(7,340)
	Interest expense		384			--		615		14
	Interest expense, related parties		754			162		1,577		273
	Total interest expense		1,138			162		2,192		287
	Net loss		(3,396)			(2,548)		(10,999)		(7,627)
	Loss per share, basic and fully diluted		$      (0.00)			$       (0.00)		$      (0.00)		$        (0.00)
	Weighted average number of shares		4,140,750			3,890,750		4,140,750		3,890,750
	outstanding - basic and fully diluted

 

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

 

 Note 1.     Basis of presentation

 While the information presented in the accompanying May 31, 2018 financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United State of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustment are of a normal recurring nature. These financial statements should be read in conjunction with the Company’s November 30, 2017, financial statements (and notes thereto). Operating results for the six months ended May 31, 2018 are not necessarily indicative of the results that can be expected for the year ending November 30, 2018

 The accompanying 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.”

 Note 2.           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 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.  As such, the transaction was accounted for as a business purchase, whereby the Alaska property (GNP’s only balance sheet item) was recorded on the acquisition date at fair market value.

 Going Concern

These 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 $208,951, since its inception through May 31, 2018 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 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.

 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 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. 

 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.

 Employees

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.

 Note 3.      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 4.           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 May 31, 2018, and November 30, 2017 the Company had 50,000 outstanding shares of preferred stock.  The preferred shares are not convertible into shares of the Company’s common stock.

Common Stock

The Company is authorized to issue 90,000,000 shares of its $0.001 par value common stock.  As of May 31, 2018 and November 30, 2017 the Company had 4,140,750 shares, of common stock issued and outstanding.

Note 5.   Notes Payable

(a) 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 was due December 14, 2017, carried an interest rate of 6%, and is convertible into shares of the Company’s common stock at $0.02 per share.   This note was converted in August 2018 (Note 8).

(b) 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.  In February 2018, an investor advanced $5,216. The $15,216 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 into shares of the Company’s common stock at $0.02 per share. This note was converted in August 2018 (Note 8).

 (c) Notes Payable - Related Parties

 In connection with the Company's acquisition of GNP, on November 20, 2017 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. 

(d) Notes Payable

 In connection with the Company’s acquisition of GNP, on November 20, 2017 the Company issued $45,000 in unsecured notes payable 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 acquired from GNP. 

 (d) Summary

		Loan Amount								Accrued Interest
Item		May 31, 2018				Nov. 30, 2017				May 31, 2018				Nov. 30, 2017
Convertible Notes Payable –  Related Parties		$	10,000			$	10,000			$	876			$	577
Convertible Notes Payable			15,216				10,000				612				214
Notes Payable – Related  Parties			5,000				5,000				154				9
Notes Payable			45,000				45,000				1,424				74
Total		$	75,216			$	70,000			$	3,066			$	874

 
Note 6.   Related Party Transactions

 Note 7.   Stock Subscriptions Payable

On May 23, 2018 the Company received $25,500 from the sale to private investors of 255,000 Units at a price of $0.10 per unit.   Each Unit consisted of one share of the Company’s common stock and one Series A Warrant.  Each Series A warrant allows the holder to purchase one share of the Company’s common stock at a price of $1.00 per share at any time on or before June 1, 2019.  The Units were issued subsequent to May 31, 2018.

Note 8.   Subsequent Events

ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 We did not conduct any operations during the six months ended May 31, 2017.

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.  In August 2018 we applied for a construction permit and began soil testing for the project.

Our operating expenses during the three months ended May 31, 2018 and 2017 were consistent at $2,258 and $2,386, respectively, and were comprised primarily of professional fees.  Interest expense for the three months ended May 31, 2018 and 2017 totaled $1,138 and $162, respectively.  The increase is due to interest recorded on new debt described in Note 5 to the financial statements.  This resulted in an increase in net loss from $2,548 for the three months ended May 31, 2017 to $3,396 for the three months ended May 31, 2018.

During the six months ended May 31, 2018, our net loss increased to $10,999 as compared to a net loss of $7,627 during the six months ended May 31, 2017.  This is due to an increase in operating expenses from $7,340 for the six months ended May 31, 2017 to $8,807 for the six months ended May 31, 2018.  The increase is due to professional fees incurred for engineering services required for our property in Alaska.  Additionally, we incurred increased interest expense of $2,192 during the six months ended May 31, 2018 as compared to $287 during the six months ended May 31, 2017 due to the issuance of new debt.

We received proceeds from the issuance of stock subscriptions (pursuant to the below private offering) and convertible notes payable of $25,500 and $5,216, respectively, during the six months ended May 31, 2018, as compared to the receipt of $15,000 for the issuance of convertible notes payable during the six months ended May 31, 2017.

 Between May 1, 2018 and November 15, 2018, we sold 1,025,000 Units at a price of $.10 per Unit in a private offering, for total proceeds of $102,500 (including the $25,500 mentioned above).  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.

In August and July 2018, Jerry Lewis, one of our directors, and a company controlled by Mr. Lewis, loaned the Company $16,500.  The loans are unsecured, due on demand, and bear 6% interest per year.

In August 2018 the notes and accrued interest referenced in Notes 5(a) and 5(b) to the financial statements which are part of this report were converted into 1,335,440 shares of our common stock.

 

ITEM 4.       CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of May 31, 2018.  This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive and 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 and Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period ended May 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II

Item 6.  Exhibits

Exhibits 

    31.1                   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

 

   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

     MASCOTA RESOURCES CORP.

 

 

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