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VIRTUAL INTERACTIVE TECHNOLOGIES CORP. - Quarter Report: 2018 February (Form 10-Q)




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

☒   Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934  
 
For the quarterly period ended February 28, 2018
 
    Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934  
 
For the transition period from __________ to __________
 
Commission File Number:    None
 
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, including Zip Code)
(303) 961-7690..
(Issuer's telephone number, including area code)
________________________________________
(Former name or former address if changed since last report)

 

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," "smaller reporting company" and "emerging growth 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: 5,991,190 shares of common stock as of November 15, 2018.
1

MASCOTA RESOURCES CORP.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 
(Stated in US Dollars)
(Unaudited)
 
           
 

February 28,

   

November 30,

 

 ASSETS

 

2018

   

2017

 
           

 Current Assets

       

                Cash 

 

$

3,593

   

$

2,846

 

          Total Current Assets

   

3,593

     

2,846

 

Fixed Assets

               

                 Land

   

55,000

     

55,000

 

           Total Fixed Assets

   

55,000

     

55,000

 

 Total Assets

 

$

58,593

   

$

57,846

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 LIABILITIES

               

Current Liabilities

               

                Accounts Payable

 

$

21,610

   

$

19,530

 

                Accrued Interest,  Notes Payable

   

740

     

74

 

                Accrued Interest,  Notes Payable - Related Parties 

   

82

     

9

 

                Accrued Interest, Convertible Notes Payable 

   

381

     

214

 

                Accrued Interest, Convertible Notes Payable - Related Parties 

   

725

     

577

 

                Convertible Notes Payable - Related Parties 

   

10,000

     

10,000

 

                Convertible Notes Payable

   

15,216

     

10,000

 

          Total Current Liabilities

   

48,754

     

40,404

 
                 

 Long Term Liabilities

               

                Notes Payable

   

45,000

     

45,000

 

                Notes Payable - Related Parties

   

5,000

     

5,000

 

          Total Long-term Liabilities

   

50,000

     

50,000

 

  Total Liabilities

   

98,754

     

90,404

 

STOCKHOLDERS' DEFICIT

               

                Preferred Stock, $0.01 par value, 10,000,000 shares authorized

   

500

     

500

 

                50,000, shares outstanding as of February 28, 2018 (unaudited) and November 30, 2017

   

-

     

-

 

                Common Stock, $0.001 par value, 90,000,000  shares authorized, 

               

                4,140,750 shares outstanding

    4,141       4,141  

                 Additional paid in capital

   

160,753

     

160,753

 

                Accumulated deficit

   

(205,555

)

   

(197,952

)

Total Stockholders' Deficit

   

(40,161

)

   

(32,558

)

Total Liabilities and Stockholders' Deficit

 

$

58,593

   

$

57,846

 

 

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

2

MASCOTA RESOURCES CORP.

 

 Condensed Consolidated Statements of Operations 

 

 (Stated in US Dollars)

 

 (Unaudited)

 

 

 

 

 Three Months Ended

 

 February, 28

 

2018

2017

 

 

 Revenue

 $                                                -  

 $                                                -  

 

 

 Operating Expenses

 

General and administrative

                                                                     6,549

                                                                               4,954

 

Total Expenses

 $                                                                  6,549

 $                                                                            4,954

 

 

 Operating loss

                                                                   (6,549)

                                                                            (4,954)

 

 

 Interest Expense

                                                                        877

 

                                                                                     --

 

 

 Interest expense, related parties

                                                                        177

                                                                                  125

 

 

 Total Interest Expense

                                                                     1,054

 

                                                                                  125

 

 

 

 Net loss

                                                                   (7,603)

                                                                            (5,079)

 

 

 Loss per share, basic and fully diluted

 $                                                                  (0.00)

 $                                                                           (0.00)

 

 

 Weighted average number of shares 

                                                              4,140,750

                                                                        3,890,750

 

 outstanding - basic and fully diluted

 

 

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


3


MASCOTA RESOURCES CORP.

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

(Stated in US Dollars)

 

(Unaudited)

 
           
           
           
 

Three Months Ended

 
 

February, 28

 
   

2018

   

2017

 

 Cash Flows from Operating Activities

       

Net loss

 

$

(7,603)


 

$

(5,079)


Change in operating assets and liabilities: 

               

     Accounts payable and accrued liabilities

   

2,080

     

(4,975)


     Accrued interest, related parties

   

177

     

125

 

     Accrued interest

   

877

     

-

 

 Net Cash used by operating activities

   

(4,469)


   

(9,929)


                 
                 

 Cash Flows from Financing Activities

               

Proceeds from convertible notes payable

   

5,216

     

10,000

 

 Net Cash provided by Financing Activities

   

5,216

     

10,000

 
                 

 Net Increase (decrease) in cash

   

747

     

71

 
                 

 Cash at beginning of period

   

2,846

     

1,172

 
                 

 Cash at end of period

 

$

3,593

   

$

1,243

 
                 

 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

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MASCOTA RESOURCES CORP.
Notes to Consolidated Financial Statements
For the Three Months ended
February 28, 2018

 
Note 1.     Basis of presentation

While the information presented in the accompanying February 28, 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 three months ended February 28, 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 $205,556, since its inception through February 28, 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.
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 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.
 
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. 
 
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.
6

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 February 28, 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 February 28, 2018 and November 30, 2017 the Company had 4,140,750 outstanding shares of common stock.
 
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 on demand, carried an interest rate of 6%, and was convertible into shares of the Company's common stock at $0.02 per share. This note was converted in August 2018 (Note 7). 
 
(b) Convertible Notes Payable
 
On May 18, 2017 an unaffiliated investor advanced the Company $5,000.  On September 25, 2017, a second unaffiliated investor advanced the Company $5,000 and in February, 2018, the investor advanced an additional $5,216. The $15,216 total proceeds were received pursuant to unsecured promissory notes that were due one year from their respective issuance dates, carried an interest rate of 6%, and were convertible into shares of the Company's common stock at $0.02 per share.These notes were converted in August 2018 (Note 7).

(c) Notes Payable - Related Parties

In connection with the Company's acquisition of GNP, on November 20, 2017 the Company issued a $5000 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 furrther affiation 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.

7

(e) Summary
 
Item   Loan Amount    

Accrued Interest

 



 

February 28, 2018               November 30, 2017


   

    February 28, 2018

     

    November 30, 2017

 

Convertible Notes Payable - Related Parties 

 

                             $10,000

$10,000

   

$725

   

$577

 

Convertible Notes Payable

                                 15,216 10,000
   

381

     

214

 

Notes Payable - Related Parties

                                  5,000

5,000

   

82

     

9

 

Notes Payable

                                 45,000

45,000

   

740

     

74

 

Total

 

                             $75,216

$70,000

   

$1,928

   


$874

 
 
Note 6.             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 5.  There were no additional related party transactions during the three months ended February 28, 2018 or 2017.

Note 7.           Subsequent Events
 
Between May 1, 2018 and November 15, 2018, the Company sold 1,025,000 Units at a price of $.10 per Unit in a private offering.  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 Companys 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, a director of the Company, 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 totaling $26,709 referenced in Notes 5(a) and 5(b) were converted into 1,335,440 shares of the Company's common stock.

The Company has evaluated subsequent events through the date these financial statements were issued.  There have been no additional subsequent events after February 28, 2018 for which disclosure is required.

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
We did not conduct any operations during the three months ended February 28, 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.
 
The slight increase in general and administrative expenses from $4,954 during the three months ended February 28, 2017 to $6,549 during the three months ended February 28, 2018 was due to professional fees incurred in connection with the triplex we plan to build in Anchorage Alaska. Interest expense for the three months ended February 28, 2018 and 2017 totaled $1,054 and $125 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 $5,079 for the three months ended February 28, 2017 to  $7,603 for the three months ended
February 28, 2018. 
8


We received proceeds from the issuance of convertible notes payable of $5,216 and $10,000 during the three months ended February 28, 2017 and 2018 respectively. See Note 5 to the dfinancial statements which are part of this report for information concerning loan amounts outstanding at February 28, 2018.
 
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.  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 GNP $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 collectively converted into 1,335,440 shares of our common stock.
 
We have relied on advances from related parties until such time that we can earn revenue to support our operations or obtain financing through sales of our equity or securities.  There is no formal written commitment from any person to provide us with capital. 

 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 February 28, 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.
9

 Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting that occurred during the period ended February 28, 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.
 
31.2                   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32                      Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
10

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.
 
 
November 27, 2018                                          By:   /s/Mark Rodenbeck                                                                  
Mark Rodenbeck, Principal Executive and Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mascota Feb 2018 10-Q 9-10-18
 

11