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 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:    0-23726None

MASCOTA RESOURCES CORP.
(Exact name of registrant as specified in its charter)


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

29409 232nd Ave. SE7976 East Phillips Circle
Black Diamond, WA 98010Centennial, CO 80112-3231
 (Address of principal executive offices, including Zip Code)
 
(206)-818-4799(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," and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large acceleratedacclerated filer
☐
Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☒
   
 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: 3,890,7505,991,190 shares of common stock as of October 18, 2017.
November 15, 2018.
1
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 

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  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 

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.MASCOTA RESOURCES CORP. 

MASCOTA RESOURCES CORP.

 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 
(Stated in US Dollars)(Stated in US Dollars) 

(Stated in US Dollars)

 
(Unaudited)(Unaudited) 

(Unaudited)

 
     
     
           
 Nine Months Ended  

Three Months Ended

 
 August 31,  

February, 28

 
 2017  2016  

2018

  

2017

 
Cash Flows from Operating Activities          
Net loss $(9,886) $(13,312) 

$

(7,603)


 

$

(5,079)


Change in operating assets and liabilities:                
Accounts payable  (4,254)  (4,751)

Accounts payable and accrued liabilities

  

2,080

   

(4,975)


Accrued interest, related parties

  

177

   

125

 
Accrued interest  76   -   

877

   

-

 
Accrued interest, related parties  438   2,298 
Net Cash (Used by) Operating Activities  (13,626)  (15,765)

Net Cash used by operating activities

  

(4,469)


  

(9,929)


                
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 

Proceeds from convertible notes payable

  

5,216

   

10,000

 

Net Cash provided by Financing Activities

  

5,216

   

10,000

 
                
Net increase in cash  1,374   4,385 

Net Increase (decrease) in cash

  

747

   

71

 
                
Cash at beginning of period  1,172   3,600   

2,846

   

1,172

 
                
Cash at end of period $2,546  $7,985  

$

3,593

  

$

1,243

 
                

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

        
                
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 consolidated financial statements.

statements

4
MASCOTA RESOURCES CORP.
Notes to Condensed Consolidated Financial Statements
For the Three and Nine Months Endedended
August 31, 2017 and 2016February 28, 2018
(Unaudited)

Note 11.     Basis of presentation

While the information presented in the accompanying August 31, 2017February 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, 20162017, financial statements (and notes thereto). Operating results for the ninethree months ended August 31, 2017February 28, 2018 are not necessarily indicative of the results that can be expected for the year ending November 30, 2017.2018.

Note 2     NatureThe accompanying financial statements represent the consolidated operations of Operations

Mascota Resources Corp.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""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 9, 2011,20, 2017, the Company incorporated a wholly-owned subsidiary, MRC Exploration LLCacquired all of the outstanding shares of Great Northern Properties, Inc. ("MRC"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 Stateprincipal amount of Nevada$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 purposeacquisition from its sole officer and director of mineral exploration.

During May 2013, MRC acquired a Uranium mineral claim locatedparcel of undeveloped land 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.

Anchorage, Alaska.  The Company's business planplans 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 proceed withoccur.  Prior to 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 were no significant common shareholdings or affiliations between the mineral exploration business and will provide us with the expected costs of exploration to determine the commercial viabilityCompany, GNP, or either entity's shareholders.  As a result of the prospect.

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.
 Note 3    
Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principlesUS 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 $178,124,$205,556, since its inception through August 31, 2017February 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.

5
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.
 
5

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 Companycompany cannot continue in existence.

Note 4     Summary of Significant Accounting Policies

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.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations (no comprehensive loss shown in Statement of Operations).
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 termshort-term investments purchased with an original maturity of three months or less to be cash equivalents.
 
6


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 FASB ASC Topic 260 "EarningsEarnings 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 period ended August 31, 2017
 
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 360Property, Plant, and Equipment. 

Note 54.           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

                                15,21610,000
  

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.

AsThe Company engaged in various note payable transactions with related parties as detailed in Note 7, amounts previously owed to5.  There were no additional related party transactions during the Company's President, Dale Rasmussen, and Secretary, Mark Rodenbeck, were converted into the Company's common stock on Junethree months ended February 28, 2016.2018 or 2017.

On December 14, 2016, the Company's Secretary, Mark Rodenbeck, advanced the Company $10,000 pursuant to an unsecured, 6% promissory note due on December 14, 2018.  Principal and interest are convertible at Mr. Rodenbeck's option into the Company's common stock in $100 increments at a fixed rate of $.02 per share.  Accrued interest and interest expense on this note as of and for the nine months ended August 31, 2017 totaled $438.
Note 6     Convertible Notes Payable
On May 18, 2017, an unaffiliated investor advanced the company $5,000 pursuant to an unsecured, 6% promissory note due on May 18, 2018. The note and accrued interest are convertible at the investor's option into the Company's common stock in $100 increments at a fixed rate of $.02 per share.  Accrued interest and interest expense on this note as of and for the period of May 18, 2017 through August 31, 2017 totaled $76.
7


Note 7     Stockholders' Deficit

Authorized Share Capital

The authorized share capital of the Company consists of 90,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001.

Preferred Stock

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

As of August 31, 2017 and November 30, 2016 the Company had 50,000 shares of preferred stock issued and outstanding.
Common Stock

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

On June 28, 2016, the Company issued 50,000 common shares to Dale Rasmussen in satisfaction of Mr. Rasmussen's remaining loans of $1,000 made to the Company.  Also on June 28, 2016, the Company issued 2,740,750 common shares to Mark Rodenbeck in satisfaction of loans totaling $54,818 made to the Company. Mr. Rasmussen and Mr. Rodenbeck also agreed to forgive the accrued interest totaling $4,708 due on those loans, which is reflected as an addition to paid-in capital.
As of August 31, 2017 and November 30 2016, the Company had 3,890,750 shares of common stock issued and outstanding.

Note 87.           Subsequent Events

On September 25, 2017, an unaffiliated investor advancedBetween May 1, 2018 and November 15, 2018, the Company $5,000 pursuant to an unsecured, 6% promissory note due on September 25, 2018.  The note and accrued interest are convertiblesold 1,025,000 Units at the investor's option intoa price of $.10 per Unit in a private offering.  Each Unit consisted of one share of the Company's common stock in $100 incrementsand one Series A Warrant.  Each Series A warrant allows the holder to purchase one share of the Companys common stock at a fixed rateprice of $.02$1.00 per share.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 1,335,440shares 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 August 31, 2017February 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. 
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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSWe 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. 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 PROCEDURESPROCEDURES
Disclosure Controls and Procedures
 
We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of August 31, 2017.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.
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Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting that occurred during the period ended August 31, 2017February 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
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.



910
SIGNATURES
           
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.
MASCOTA RESOURCES CORP.
October 18, 2017By:/s/ Dale Rasmussen
Dale Rasmussen, Principal Executive and Financial Officer
November 27, 2018                                          By:   /s/Mark Rodenbeck   
Mark Rodenbeck, Principal Executive and Financial Officer
 






















 
Mascota Feb 2018 10-Q 9-10-18

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