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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 August 31, 2017

☐ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from ______________ to ______________

Commission File Number:   0-23726

(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.)

29409 232^nd Ave. SE

 (Address of principal executive offices, including Zip Code)

 

(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," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

	Large accelerated 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: 3,890,750 shares of common stock as of October 18, 2017.

 

 

 

MASCOTA RESOURCES CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in US Dollars)
(Unaudited)
		August 31,				November 30,
		2017				2016
ASSETS
Current Assets
Cash		$	2,546			$	1,172
Total Current Assets			2,546				1,172
Total Assets		$	2,546			$	1,172
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts Payable		$	4,762			$	9,016
Accrued Interest			76				-
Accrued Interest, Related Party			438				-
Convertible Note Payable			5,000				-
Convertible Note Payable, Related Party			10,000				-
Total Current Liabilities			20,276				9,016
Total Liabilities			20,276				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,
3,890,750  shares issued and outstanding			3,891				3,891
Additional paid-in capital			156,003				156,003
Accumulated deficit			(178,124	)			(168,238	)
Total Stockholders' Deficit			(17,730	)			(7,844	)
Total Liabilities and Stockholders' Deficit		$	2,546			$	1,172

 

 

 

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

 

 

MASCOTA RESOURCES CORP.
Condensed Consolidated Statements of Operations
(Stated in US Dollars)
(Unaudited)
		Three Months Ended								Nine Months Ended
		August 31,								August 31,
		2017				2016				2017				2016
Revenue		$	-			$	-			$	-			$	-
Operating Expenses
General and administrative			2,032				10,806				9,372				11,017
Total Operating Expenses			2,032				10,806				9,372				11,017
Operating loss			(2,032	)			(10,806	)			(9,372	)			(11,017	)
Interest expense			227				316				514				2,295
Net loss		$	(2,259	)		$	(11,122	)		$	(9,886	)		$	(13,312	)
Loss per share, basic and fully diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding - basic and fully diluted			3,890,750				3,497,913				3,890,750				3,233,120

 

 

 

 

 

 

 

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

 

 

MASCOTA RESOURCES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)
		Nine Months Ended
		August 31,
		2017				2016
Cash Flows from Operating Activities
Net loss		$	(9,886	)		$	(13,312	)
Change in operating assets and liabilities:
Accounts payable			(4,254	)			(4,751	)
Accrued interest			76				-
Accrued interest, related parties			438				2,298
Net Cash (Used by) Operating Activities			(13,626	)			(15,765	)
Cash Flows from Investing Activities
Net Cash (Used by) Investing Activities			-				-
Cash Flows from Financing Activities
Convertible note payable			5,000				-
Convertible note payable, related party			10,000				20,150
Net Cash Provided by Financing Activities			15,000				20,150
Net increase in cash			1,374				4,385
Cash at beginning of period			1,172				3,600
Cash at end of period		$	2,546			$	7,985
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest		$	-			$	-
Income taxes		$	-			$	-
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 unaudited financial statements.

While the information presented in the accompanying August 31, 2017 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, 2016 financial statements (and notes thereto).  Operating results for the nine months ended August 31, 2017 are not necessarily indicative of the results that can be expected for the year ending November 30, 2017.

Note 2     Nature of Operations

Mascota Resources Corp. ("the Company," "we," "us," or "our") 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.

During May 2013, MRC acquired a Uranium mineral claim located in the Athabasca Basin, within the Province of Saskatchewan, Canada (the "Claim"). 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.

The Company's business plan is to proceed with the acquisition and exploration of feasible mineral claims to determine whether there are commercially exploitable reserves of gold, silver and uranium. The Company's geological consulting firm is well-experienced in the mineral exploration business and will provide us with the expected costs of exploration to determine the commercial viability of the prospect.

 Note 3     Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles 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 $178,124, since its inception through August 31, 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.

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and are stated in US dollars. The Company has adopted a November 30 year end.

Consolidated Statements

These consolidated financial statements include the accounts of the Company and MRC Exploration LLC., a wholly owned subsidiary incorporated in Nevada, USA on November 9, 2011. All significant inter-company transactions and balances have been eliminated.

Foreign Currency Translation

The Company's functional currency is the United States dollar as substantially all of the Company's operations are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission ("SEC").

Assets and Liabilities

Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period, if applicable.

Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholders' Equity, if applicable.

 

 

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

Note 7     Stockholders' Deficit

The Company evaluated subsequent events through the date these financial statements were issued. There have been no additional subsequent events after August 31, 2017 for which disclosure is required.

 

 

 

 

 

 

 

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

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.  During the nine months ended August 31, 2017 and 2016, we received $10,000 and $20,150, respectively, in proceeds from related parties, as well as $5,000 from an unaffiliated investor in May 2017, which we used to pay for professional fees to maintain our registrant status with the SEC.  During the nine months ended August 31, 2016, we issued 50,000 shares of preferred stock to our President in satisfaction of $15,436 in loans we owed to him, and 2,790,750 shares of our common stock to our President and Secretary in satisfaction of $55,818 in related party loans.  The officers also forgave accrued interest on these loans in the amount of $4,708, which is reflected in paid-in capital.  We did not engage in any equity transactions during the nine months ended August 31, 2017.

ITEM 4.     CONTROLS AND PROCEDURES

 

We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of August 31, 2017.  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.

 

There have been no changes in our internal control over financial reporting that occurred during the period ended August 31, 2017 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.

 

 

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.
October 18, 2017	By:	/s/ Dale Rasmussen
		Dale Rasmussen, Principal Executive and Financial Officer