ITEM 1. BUSINESS
We are an exploration stage mineral company. During the year ended November 30, 2015 we were an Inactive Registrant as that term is defined in Rule 3-11 of Regulation S-X of the Securities and Exchange Commission. As such, we are not required to present within our Form 10-K audited financial statements as of and for the year ended November 30, 2015. Accordingly, we have included unaudited financial statements as of and for the year ended November 30, 2015 comparatively with our audited financial statements as of and for the year ended November 30, 2014.
On May 3, 2013, our consulting geologist acquired a 100% legal and beneficial ownership interest in the MC00000266 mining claim (hereafter the "Claim") which held in trust for us. The Claim was located in the Northeast Athabasca Basin, in the Province of Saskatchewan, Canada. It was located on provincial lands administered by the Province of Saskatchewan. The legal and ownership rights on the claim were limited to the exploration and extraction of mineral deposits subject to applicable regulations. The Claim totaled roughly 2,014 acres or 3.15 square miles in size and was located approximately 25 miles north of the community of Points North, Saskatchewan.
The Claim comprised an irregular shaped block approximately 3 miles long and one mile wide located approximately 6 miles east of a significant uranium occurrence known as Laroque Lake. Historic exploration work showed that the Claim was located within an area that has potential for uranium mineralization.
Exploration of our Claim was required before a determination as to its viability could be made. We intended to conduct the first phase of our exploration program commencing in the late fall of 2014. Upon the completion of the first phase and any additional exploration phase, we intended to request that our geological consultant review the results of each exploration program and report back to us with recommendations, if any, with regard to further exploration programs. Each exploration phase of our exploration program would be dependent upon a number of factors such as our geological consultant's recommendations and our available funds. We planned to have our consulting geologist, Carl von Einsiedel, and his firm, Ram Explorations Ltd., perform Phase I of our exploration program. Ram Explorations was in the business of doing geological explorations and had capable staff on-board, or available through sub-contracting.
Our consulting geologist had recommended that Phase I of exploration work on our Claim should consist of prospecting to determine if samples of the Athabasca sandstone exposed on the ground within our mineral claim area, exhibited alterations typical of those associated with known uranium deposits in the Athabasca Basin. The total estimated cost of the proposed Phase I program was $15,000. The initial prospecting would collect and assay "grab samples." This was a process whereby the prospector (in our case Carl von Einsiedel, P Geol and owner of Ram Explorations Ltd.) would reconnoiter the property, making maps of areas of interest taking samples and recording each sample on his sketched map. He would chip away at sandstone outcroppings with his geological hand pick and visually analyze samples through a magnifying eyepiece looking for alterations in the sandstone typical of those associated with known uranium deposits in the Athabasca Basin. This type of alteration is known as the "Illite" alteration. He would take the best 50 or so samples and send them to an assay laboratory for geochemical analysis to determine the extent of Illite alteration, if any, in each of the samples. In the event that our geological consultant recommended a further exploration program and if approved by our management, we would embark upon a Phase II mineral exploration program. The estimated cost of this Phase II exploration program was $140,000.
We had no proven, possible or implied reserves on our mineral Claim. Depending upon the outcome of our mineral exploration programs, an economic feasibility study would be undertaken to determine proven, possible and implied reserves prior to making any production decisions. We could expend many millions of dollars on exploration activities prior to determining if a feasibility study was warranted or not.
Our Claim remained in good standing until May 2015. The expenditure of $15,000 on that program would have extended the good standing date by one year. The minimum amount of exploration expenditure required to keep the Claim in good standing was either the payment of $15,000 annually to the Province of Saskatchewan for the first eight years or incurring at least $15,000 of exploration work on our Claim each year for the first eight years. Amounts expended over $15,000 per year in the first eight years would count as a credit for expenditures required in subsequent years.
We were unable to raise the necessary annual funding of $15,000 to keep the mineral Claim in good standing and in May 2015, we forfeited our legal and beneficial ownership interest in the Claim for non-payment. As of the date of filing this Form 10-K, we no longer held a beneficial interest in the Claim or any other mineral properties.
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.
Competition
The mineral exploration industry, in general, is intensely competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves.
Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims. Our operations are not yet well-established and our resources at the present time are limited. We may exhaust all of our resources and be unable to complete full exploration of any Mineral Claim. There is also significant competition to retain qualified personnel to assist in conducting mineral exploration activities. If a commercially viable deposit is found to exist and we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations. These factors set forth above could inhibit our ability to compete with other companies in the industry and enter into production of the mineral claim if a commercial viable deposit is found to exist.
Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.
Employees
We have no employees as of the date of this filing, other than Dale Rasmussen who serves as our President, CEO and CFO, and Mark Rodenbeck who serves as our Secretary. Our Officers receive no compensation for their services to us.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Subsidiaries
On November 10, 2011, we incorporated a wholly-owned subsidiary, MRC Exploration LLC, in the State of Nevada for the purpose of conducting our planned mineral exploration.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
ITEM 1A.
ITEM 1A. RISK FACTORS
As a "smaller reporting company" we are not required to provide information required by this item.
ITEM 2.
ITEM 2. PROPERTIES
We do not own any real estate or other properties.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is quoted under the symbol "MACR" on the OTC Pink tier operated by OTC Markets Group, Inc.
The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by OTC Markets Group, Inc. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
To date, an active trading market for our securities has not developed.
Penny Stocks
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of October 31, 2016, we had 3,890,750 outstanding shares of common stock, held by thirty-two (32) shareholders of record.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
1.
we would not be able to pay our debts as they become due in the usual course of business, or;
2.
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
A smaller reporting company is not required to provide the information required by this Item.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Plan of Operation
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. Our 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.
Once we identify and purchase a mineral claim, our geological consulting firm can either provide all of the geological services which we will require or sub-contract out these services to others.
Results of Operations
We are currently in the exploration stage of our business and have generated no revenue to date. For the fiscal year ended November 30, 2015, we incurred operating expenses of $21,338 and a net loss of $(23,144), compared to $35,491 and $(36,902) for the fiscal year ended November 30, 2014. Our expenses consisted of accounting and audit fees of $5,290, legal fees of $10,578, other general and administrative expenses of $5,470, and interest expense of $1,806 for the year ended November 30, 2015. In comparison, for the fiscal year ended November 30, 2014, our expenses consisted of accounting and audit fees of $19,113, legal fees of $10,252, general and administrative expenses of $6,126, and interest expense of $1,411.
We expect that our expenses and our net losses will continue to increase as we continue with our business plan.
Liquidity and Capital Resources
As of November 30, 2015, we had total current assets of $3,600 and current liabilities of $58,907, resulting in a working capital deficit of $55,307. As of November 30, 2014, we had total current assets of $0 and current liabilities of $32,163, resulting in a working capital deficit of $32,163.
In support of the Company's efforts and cash requirements, it has relied 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. There is no formal written commitment for continued support by shareholders or officer and directors. The advances are considered temporary in nature and have not been formalized by a promissory note.
The Company's officers and directors, Dale Rasmussen and Mark Rodenbeck, loaned the Company the following amounts:
The amounts were unsecured and bear 6% interest per year. Accrued interest and interest expense totaled $2,410 and $1,806, respectively, as of and for the year ended November 30, 2015.
On June 28, 2016, the Company issued 50,000 shares of its common stock and 50,000 shares of its preferred stock to Dale Rasmussen in satisfaction of Mr. Rasmussen's loans to the Company totaling $16,436. Mr. Rasmussen further agreed to forgive all accrued interest due on those loans.
On June 28, 2016, the Company issued 2,740,750 shares of its common stock to Mark Rodenbeck in satisfaction of Mr. Rodenbeck's loans to the Company totaling $54,818. Mr. Rodenbeck also agreed to forgive all accrued interest due on those loans.
Off Balance Sheet Arrangements
As of November 30, 2015, there were no off balance sheet arrangements.
Going Concern
We have yet to achieve profitable operations, have accumulated losses of $139,739 since our inception and expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our 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 we will 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.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most "critical accounting polices" in the Management Discussion and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a company's financial condition and results, and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. At this time, management does not believe that any of our accounting policies fit this definition.
Recently Issued Accounting Pronouncements
The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A smaller reporting company is not required to provide the information required by this Item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MASCOTA RESOURCES CORP.
CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2015 (unaudited) and 2014
(Stated in US Dollars)
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
1438 N. HIGHWAY 89 STE. 130
FARMINGTON, UTAH 84025
_______________
(801) 447-9572 FAX (801) 447-9578
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Mascota Resources Corp.
Ogden Utah
We have audited the accompanying balance sheet of Mascota Resources Corp. (the Company) as of November 30, 2014 and the related statements of operations, stockholders' equity (deficit) and cash flows for the year then ended. The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2014 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming Mascota Resources Corp. will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since its inception, has a working capital deficit and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management's plans in regards to these matters are also described in Note 2. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
Farmington, Utah
July 20, 2016
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
MASCOTA RESOURCES CORP.
Notes to Consolidated Financial Statements
For the Years Ended November 30, 2015 (Unaudited) and 2014
Note 1 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. Our 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 2 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 $139,739 since its inception through November 30, 2015 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.
Note 3 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 and Comprehensive Loss.
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. Generally accepted accounting principles govern the recognition of revenue by an exploration stage enterprise and the accounting for costs and expenses. As an exploration stage company is also required to make additional disclosures as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "Development-Stage Entities." Additional disclosures required are that our financial statements be identified as those of an exploration stage company, and that the statements of operations, changes in changes in stockholders' deficit and cash flows disclosed activity since the date of its Inception (November 3, 2011). Effective June 10, 2014, the FASB changed its regulations with respect to development stage entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2015, with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures are not included in its financial statements.
Proven and Probable Reserves
The definition of proven and probable reserves is set forth in SEC Industry Guide 7. Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; (b) grade and/or quality are computed from the results of detailed sampling; and (c) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
In addition, reserves cannot be considered proven and probable until they are supported by a feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable at the time of the reserve determination. As of November 30, 2015, none of our mineralized material met the definition of proven or probable reserves.
Cash Equivalents
The Company considers all short term investments purchased with an original maturity of three months or less to be cash equivalents.
Investments in Mining Rights
Mining rights held for development are recorded at the cost of the rights, plus related acquisition costs. These costs will be amortized when extraction begins. Mining rights the Company acquired in 2013 and held briefly but never developed further were expensed upon acquisition.
Mine Development Costs
Mine development costs include engineering and metallurgical studies, drilling and other related costs to delineate an ore body, the removal of overburden to initially expose an ore body at open pit surface mines and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at underground mines. Costs incurred at a mine site before proven reserves have been established are expensed as mine development costs. At the point proven reserves have been established at a mine site, such costs will be capitalized and will be written off as depletion expense as the minerals are extracted. As of November 30, 2015, none of the Company's mine concessions met the requirements for qualification as having proven reserves, and no mine development costs had been incurred.
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.
Recognition of Revenue
Revenue will be recognized when persuasive evidence of an arrangement exists, such as when a purchase order or contract is received from a customer, the price is fixed, title to the goods has passed, and there is reasonable assurance of collection. The Company has not yet entered into any contractual arrangement to deliver product or services.
Advertising Costs
The Company will expense advertising costs when advertisements occur. There has been no spending thus far on advertising.
Net Income (Loss) Per Share
In accordance with accounting guidance now codified as FASB ASC Topic 260, "Earnings per Share," basic earnings per share ("EPS") is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during the year end November 30, 2015 or 2014.
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.
Note 4 Investment in Mining Rights
On May 3, 2013, the Company's consulting geologist acquired a 100% legal and beneficial ownership interest in a Uranium mineral claim for $10,000, paid by the Company and expensed immediately upon acquisition, which he held in trust for the Company pursuant to a Mineral Claim Trust Agreement, dated May 3, 2013. The Mineral Claim was located in the Northeast Athabasca Basin, in the Province of Saskatchewan, Canada. The required exploration and development expenditures to keep the Claim active were not made as required by the Agreement. The ownership interest lapsed on May 3, 2015 and as of that date the Company no longer held a beneficial interest in the Claim.
Note 5 Related Party Transactions
On March 10, 2014, the Company's then-President, Maria Ponce, forgave loans totaling $58,500 and accrued interest of $2,782. The unsecured loans bore interest of 6% and were comprised of advances made to the Company by Ms. Ponce during the period of November 2011 through September 2013 with an original maturity date of December 31, 2016. As the gain on forgiveness of repayment of these loans was with a related party, the gain was recognized in additional paid-in capital.
Ms. Ponce resigned as the Company's President on March 17, 2014. She was replaced as President by Dale Rasmussen.
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. There is no formal written commitment for continued support by shareholders or officer and directors. The following advances are considered temporary in nature and have not been formalized by a promissory note.
The Company's President, Dale Rasmussen, loaned the Company the following amounts:
The Company's Secretary, Mark Rodenbeck, loaned the Company the following amounts:
The loans totaled $51,104 at November 30, 2015, were unsecured, bore 6% interest per annum, and were due on demand. Interest expense on the loans totaled $1,806 and $1,411 for the years ended November 30, 2015 and 2014, respectively, and accrued interest was $2,410 and $604 at November 30, 2015 and 2014, respectively. In June 2016, these loans and accrued interest were either forgiven or repaid with the Company's common and preferred stock, as detailed in Note 9.
Note 6 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
No preferred stock had been issued or outstanding since November 3, 2011 (Inception) through November 30, 2015. On June 28, 2016, the Company issued 50,000 shares of its preferred stock to one of its Directors in satisfaction of a loan made to the Company (Note 9).
Common Stock
On December 6, 2013, the Company issued 1,100,000 common shares at $0.0075 per share for total proceeds of $8,250 pursuant to a private placement. The Company paid commissions of $100 for net proceeds of $8,150.
As of November 30, 2015 and 2014, the Company had 3,100,000 shares of common stock issued and outstanding.
Additional Paid-In Capital
Effective March 10, 2014, the then-President, Maria Ponce, forgave the repayment of loans she had made to the Company totaling $58,500 and accrued interest of $2,782. As the gain on forgiveness of repayment of these loans was with a related party, the total gain of $61,282 was recognized in additional paid-in capital.
Note 7 Income Taxes
Deferred income taxes are determined based on the estimated future tax effects of differences between financial statement carrying amounts and the tax bases of existing assets and liabilities. Deferred tax assets are recognized to the extent that realization of those assets is considered to be more likely than not. A valuation allowance is established for deferred taxes when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Provisions are made for the U.S. income tax liability and additional non-U.S. taxes on the undistributed earnings of non-U.S. subsidiaries, except for amounts Mascota Resources Corp. has designated to be indefinitely reinvested.
The Company records benefits for uncertain tax positions based on an assessment of whether the position is more likely than not to be sustained by the taxing authorities. If this threshold is not met, no tax benefit of the uncertain tax position is recognized. If the threshold is met, the tax benefit that is recognized is the largest amount that is greater than 50% likely of being realized upon ultimate settlement. This analysis presumes the taxing authorities' full knowledge of the positions taken and all relevant facts, but does not consider the time value of money. The Company also accrues for interest and penalties on its uncertain tax positions and includes such charges in its income tax provision in the Consolidated Statements of Operations.
Net deferred tax assets (liabilities) consist of the following components as of November 30, 2015 and 2014:
Deferred tax assets:
The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended November 30, 2015 and 2014 due to the following:
The Company had net operating loss carryforwards of approximately $139,739, (2014: $116,595), that may be offset against future taxable income from the year 2015 through 2034. No tax benefit has been reported in the November 30, 2015 or 2014 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. There is no provision for state taxes, since the Company's operations have been limited to administrative expenses and fund-raising in the state of its incorporation (Nevada) which has no income tax.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended November 30, 2015, 2014, 2013, and 2012.
Note 8 Management Changes
On February 17, 2015, the Board of Directors appointed Mark Rodenbeck to serve as an additional Director of the Company.
On February 17, 2015, Dale Rasmussen tendered his resignation as the Company's Secretary effective as of the same date. Mr. Rasmussen's resignation was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
The Board accepted Mr. Rasmussen's resignation and appointed Mr. Rodenbeck to serve as the Company's Secretary. Mr. Rasmussen continues to be the Company's Chief Executive and Chief Financial Officer.
Ms. Ponce resigned as the Company's President on March 17, 2014. She was replaced as President by Dale Rasmussen.
Note 9 Subsequent Events
In January 2016, Mr. Rodenbeck loaned the Company $20,150, which is unsecured, bears interest at 6% per annum, and is due on demand.
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 shares of its common stock and 50,000 shares of its preferred stock to Dale Rasmussen in satisfaction of Rasmussen's loans made to the Company totaling $16,436. Mr. Rasmussen further agreed to forgive all accrued interest due on those loans.
On June 28, 2016, the Company also issued 2,740,750 shares of its common stock to Mark Rodenbeck in satisfaction of Rodenbeck's loans made to the Company totaling $54,818. Mr. Rodenbeck also agreed to forgive all accrued interest due on those loans.
The Company evaluated subsequent events through the date these financial statements were issued. Other than those set out above, there have been no subsequent events after November 30, 2015 for which disclosure is required.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the year ended November 30, 2015, there were no changes in or disagreements with accountants.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being November 30, 2015. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of November 30, 2015 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of November 30, 2015, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending for the year ended November 30, 2016: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended November 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
Dale Rasmussen. Dale L. Rasmussen has been the Chairman of Digi Holdings, a private company, since 2012. Mr. Rasmussen is also a board member of West Mountain Gold, a publicly traded company, and Greenwood Energy, a private company. Since 2012 Mr. Rasmussen has been a consultant to several other development stage companies either considering, or on the path to becoming, publicly traded. Mr. Rasmussen served as a director of Quantum Fuel System Technologies Worldwide between 2000 and 2012. While with Quantum, Mr. Rasmussen's responsibilities included acquisitions, joint ventures, strategic alliances and investor and shareholder relations. Mr. Rasmussen was a founding member of Fisker Automotive and served as a director of Fisker since its formation in November 2007 until February 2010. Fisker Automotive, the "Green American" car company that was co-founded by Quantum and Henrik Fisker, was awarded a $528.7 million loan by the U.S. Department of Energy to develop and manufacture plug-in hybrid vehicles, including the Fisker Karma. Mr. Rasmussen was the Senior Vice President and Secretary of IMPCO Technologies (now Fuel Systems Solutions) from 1989 through 2005, joining IMPCO in 1984 as Vice President of Finance and Administration and corporate Secretary. While at IMPCO, Mr. Rasmussen's area of expertise was mergers and acquisitions, strategic planning and investor relations. Prior to joining IMPCO, Mr. Rasmussen was a commercial banker for twelve years, responsible for managing the bank's investment portfolio and branch and corporate development. Mr. Rasmussen is a graduate of Western Washington University and Pacific Coast Banking School, University of Washington.
Mark Rodenbeck. Mark Rodenbeck graduated (cum laude with Dean's List honors) from Northwood Institute with a B.S. Degree in Business Administration in 1970. Between 1970 and 1976, Mr. Rodenbeck worked as General Manager, and then District Manager, for Foodplex Inc., a large operator of fast food restaurants. In 1976 he became President and 50% owner of Damark Inc. which owned and operated 6 fast food restaurants in Michigan. In 1981, Mr. Rodenbeck sold his restaurants and moved to Denver, Colorado, and became a stockbroker. In 1984, he was promoted to Branch Manager of Engler & Budd, a Minneapolis-based brokerage firm. In 1995, he co-founded Colorado Ceramic Tile, Inc. as a 50% owner and officer. Mr. Rodenbeck retired from Colorado Ceramic Tile in 2012.
Term of Office
Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended, vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees at this time because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
Code of Ethics
As of November 30, 2015, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
(1)
Maria Ponce resigned as the Company's President, CEO, CFO, Secretary and Director on March 17, 2014.
(2)
Dale Rasmussen was appointed as the Company's President, CEO, CFO, Secretary and Director on March 17, 2014 upon the resignation of Ms. Ponce. On February 17, 2015, Dale Rasmussen resigned as the Company's Secretary.
(3)
Mark Rodenbeck was appointed to serve as the Company's Secretary on February 17, 2015.
We do not compensate Mr. Rasmussen for serving as a director.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of October 31, 2016, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group:
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
The persons named above has full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as stated herein, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
On March 10, 2014, the Company's then-President, Maria Ponce, forgave loans totaling $58,500 and accrued interest of $2,782. The unsecured loans bore interest of 6% and were comprised of advances made to the Company by Ms. Ponce during the period of November 2011 through September 2013 with an original maturity date of December 31, 2016. As the gain on forgiveness of repayment of these loans was with a related party, the gain was recognized in additional paid-in capital.
Ms. Ponce resigned as the Company's President on March 17, 2014.
On June 21, 2016, 2,000,000 shares of common stock owned by Ms. Ponce were canceled and returned to treasury.
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. There is no formal written commitment for continued support by shareholders or officer and directors. The following advances are considered temporary in nature and have not been formalized by a promissory note.
The Company's President, Dale Rasmussen, has loaned the Company the following amounts:
The Company's Secretary, Mark Rodenbeck, has loaned the Company the following amounts.
The loans totaled $51,104 at November 30, 2015, were unsecured, bore 6% interest per annum, and were due on demand. Accrued interest and interest expense totaled $2,410 and $1,806, respectively as of and for the year ended November 30, 2015.
On June 28, 2016, the Company issued 50,000 shares of its common stock and 50,000 shares of its preferred stock to Dale Rasmussen in satisfaction of Mr. Rasmussen's loans to the Company totaling $16,436. Mr. Rasmussen further agreed to forgive all accrued interest due on those loans.
On June 28, 2016, the Company issued 2,740,750 shares of its common stock to Mark Rodenbeck in satisfaction of Mr. Rodenbeck's loans to the Company totaling $54,818. Mr. Rodenbeck also agreed to forgive all accrued interest due on those loans.
Our only director, Dale Rasmussen, is not independent as that term is defined by the Securities and Exchange Commission.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company's annual financial statements for the years ended:
(1)
Since an audit of our 2015 financial statements is not required due to our status as an Inactive Registrant, these fees are for the review of our November 30, 2015 financial statements and related Form 10K.
PART IV
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
Financial Statements (See Item 8)
Exhibits
(1) Incorporated by reference to Form S-1 filed July 31, 2013.
(2) Incorporated by reference to Form S-1/A filed September 11, 2013.
** Provided herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 6th day of November, 2016.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
November 6, 2016
By:
/s/ Dale Rasmussen
Dale Rasmussen
Principal Executive, Financial and Accounting Officer and a Director