UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K


ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended October 31, 2010





Commission
File No. 333-164845





MASCOT
VENTURES INC.


(Exact
name of registrant as specified in its charter)





Nevada
            26-1240056(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)





1802
North Carson Street, Suite 212


Carson
City, Nevada 89701


(Address
of principal executive offices, zip code)





(646)
520-7426


(Registrant’s
telephone number, including area code)





(Former
name, former address and former fiscal year,


if
changed since last report)





Securities
registered pursuant to Section 12(b) of the Act:


None





Securities
registered pursuant to section 12(g) of the Act:


Common
Stock, $.001 par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes   ̈   No 
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.   Yes   ̈   No 
x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 
x   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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files) Yes   ̈   No   
x





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer  
       ̈
            Accelerated filer  
       ̈
            Non-accelerated filer 
       ̈
            Smaller reporting company
              x(Do not check if a smallerreporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes    x   No 
 ̈





At April
30, 2010, the last business day of the Registrant’s most recently completed
second fiscal quarter, the aggregate market value of the voting common stock
held by non-affiliates of the Registrant (without admitting that any person
whose shares are not included in such calculation is an affiliate) was
approximately $186,000.  At January 27, 2011, there were 11,860,000
shares of the Registrant’s common stock, $0.001 par value per share,
outstanding.  At October 31, 2010, the end of the Registrant’s most
recently completed fiscal year, there were 11,860,000 shares of the Registrant’s
common stock, par value $0.001 per share, outstanding.





MASCOT
VENTURES INC.


TABLE
OF CONTENTS





Page No.PART
      IItem 1.
                
                Business
                3Item 1A.
                
                Risk
      Factors
                10Item 1B.
                
                Unresolved
      Staff Comments
                10Item 2.
                
                Properties
                10Item 3.
                
                Legal
      Proceedings
                10Item
      4.
                
                (Removed
      and Reserved)
                10PART
      IIItem 5.
                
                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                10Item 6.
                
                Selected
      Financial Data
                11Item 7.
                
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                12Item 7A.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                13Item 8.
                
                Financial
      Statements and Supplementary Data
                14Item 9.
                
                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                23Item 9A.
                
                Controls
      and Procedures
                23Item 9B.
                
                Other
      Information
                24Part
      IIIItem 10.
                
                Directors,
      Executive Officers and Corporate Governance
                24Item 11.
                
                Executive
      Compensation
                26Item 12.
                
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                27Item 13.
                
                Certain
      Relationships and Related Transactions, and Director
      Independence
                28Item 14.
                
                Principal
      Accounting Fees and Services
                28Part
      IVItem 15.
                
                Exhibits
      and Financial Statement Schedules
                28Signatures
                29










FORWARD-LOOKING
STATEMENTS





This
Annual Report on Form 10-K of Mascot Ventures Inc., a Nevada corporation,
contains “forward-looking statements,” as defined in the United States Private
Securities Litigation Reform Act of 1995.  In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”, “should”,
“could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”,
“predicts”, “potential” or “continue” or the negative of such terms and other
comparable terminology.  These forward-looking statements include, without
limitation, statements about our market opportunity, our strategies,
competition, expected activities and expenditures as we pursue our business
plan, and the adequacy of our available cash resources.  Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.  Actual results may differ materially from the predictions
discussed in these forward-looking statements.  The economic environment
within which we operate could materially affect our actual
results.  Additional factors that could materially affect these
forward-looking statements and/or predictions include, among other things: the
volatility of minerals prices, the possibility that exploration efforts will not
yield economically recoverable quantities of minerals, accidents and other risks
associated with mineral exploration and development operations, the risk that
the Company will encounter unanticipated geological factors, the Company’s need
for and ability to obtain additional financing, the possibility that the Company
may not be able to secure permitting and other governmental clearances necessary
to carry out the Company’s exploration and development plans, the exercise of
the approximately 84.2% control the Company’s two officers and directors
collectively hold of the Company’s voting securities, other factors over which
we have little or no control; and other factors discussed in the Company’s
filings with the Securities and Exchange Commission (“SEC”).





Our
management has included projections and estimates in this Form 10-K, which are
based primarily on management’s experience in the industry, assessments of our
results of operations, discussions and negotiations with third parties and a
review of information filed by our competitors with the SEC or otherwise
publicly available.  We caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date made.  We
disclaim any obligation subsequently to revise any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.





All
references in this Form 10-K to the  ”Company”, “Mascot Ventures Inc.”,
“we”, “us,” or “our” are to Mascot Ventures Inc.





PART
I





ITEM
      1.
            BUSINESS





ORGANIZATION
WITHIN THE LAST FIVE YEARS





On
September 25, 2007, the Company was incorporated under the laws of the State of
Nevada. We are engaged in the business of acquisition, exploration and
development of natural resource properties.





Wendy
Wildmen has served as our President and Chief Executive Officer, and Treasurer,
from October 3, 2007 until the current date.  Our board of directors is
comprised of two persons:  Ms. Wildmen and Clive Hope.





We are
authorized to issue 75,000,000 shares of common stock, par value $.001 per
share. In October 2007 we issued 5,000,000 shares of common stock to each of our
two directors, for an aggregate issuance of 10,000,000 shares.  Said
issuances were paid at a purchase price of the par value $.001 per share or a
total of $10,000.


3





IN
GENERAL





We are an
exploration stage company engaged in the acquisition and exploration of mineral
properties. We currently own a 100% undivided interest in the Monty Lode Claim
located in Clark County, State of Nevada, that we call the “Monty Lode
Property.”  We are currently conducting mineral exploration activities
on the Monty Lode Property in order to assess whether it contains any
commercially exploitable mineral reserves.  Currently there are no
known mineral reserves on the Monty Lode Property.





We have
not earned any revenues to date.  Our independent auditor has issued
an audit opinion which includes a statement expressing substantial doubt as to
our ability to continue as a going concern. The source of information contained
in this discussion is our geology report prepared by Laurence Sookochoff, P.
Eng., dated September 23, 2009.





There is
the likelihood of our mineral claim containing little or no economic
mineralization or reserves of silver and other minerals. We are presently in the
exploration stage of our business and we can provide no assurance that any
commercially viable mineral deposits exist on our mineral claims, that we will
discover commercially exploitable levels of mineral resources on our property,
or, if such deposits are discovered, that we will enter into further substantial
exploration programs. Further exploration is required before a final
determination can be made as to whether our mineral claims possess commercially
exploitable mineral deposits. If our claim does not contain any reserves all
funds that we spend on exploration will be lost.





ACQUISITION
OF THE MONTY LODE PROPERTY





On
September 23, 2009, we purchased a 100% undivided interest in a mineral claim
known as the Monty Lode Claim for a price of $6,500. The claims are in good
standing until December 31, 2011.





We
engaged Laurence Sookochoff, P. Eng., to prepare a geological evaluation report
on the Monty Lode Property. Mr. Sookochoff is a consulting professional
geologist in the Geological Section of the Association of Professional Engineers
and Geoscientists of British Columbia. Mr. Sookochoff attended the University of
British Columbia and holds a Bachelor of Science degree in geology.





The work completed by Mr.
Sookochoff in preparing the geological report consisted of a review of
geological data from previous exploration within the region. The acquisition of
this data involved the research and investigation of historical files to locate
and retrieve data information acquired by previous exploration companies in the
area of the mineral claims.





We
received the geological evaluation report on the Monty Lode Property entitled
“Geological Evaluation Report on the Monty Lode Mining Claim, Yellow Pine Mining
District, Clark County, Nevada, USA” prepared by Mr. Sookochoff on September 23,
2009.  The geological report summarizes the results of the history of
the exploration of the mineral claims, the regional and local geology of the
mineral claims and the mineralization and the geological formations identified
as a result of the prior exploration.  The geological report also
gives conclusions regarding potential mineralization of the mineral claims and
recommends a further geological exploration program on the mineral
claims.  The description of the Monty Lode Property provided below is
based on Mr. Sookochoff’s report.





DESCRIPTION
OF PROPERTY





The
property owned by Mascot Ventures is the Monty Lode Claim which is comprised of
one located mineral claim.  The Monty Lode Claim is located within
Township 25S, Range 58E, Sections 28 & 33 in the Yellow Pine Mining District
of Clark County Nevada.  Access from Las Vegas, Nevada to the Monty
Lode Claim is southward via Interstate Highway 15 for approximately 31 miles, to
within five miles past Jean, Nevada, and then westerly for seven miles to the
Monty Lode Claim.  The entire distance from Las Vegas to the Monty
Lode Claim is approximately 39 miles.





The claim
was recorded with the Recorder’s Office in Clark County, NV and the Bureau of
Land Management.




4









PHYSIOGRAPHY,
CLIMATE, VEGETATION & WATER





The Monty
Lode Property is situated in Nevada, at the southern end of the Sheep Mountain
Range, a north-south trending range of mountains with peaks reaching an
elevation of 4,184 feet. The western portion of the claim covers a plateau-like
area at an elevation of 1,300 feet with a range of elevation on the property of
a maximum of 100 feet.





The area
is of a typically desert climate and relatively high temperature and low
precipitation. Vegetation consists mainly of desert shrubs and cactus. Sources
of water would be available from valley wells.





PROPERTY
HISTORY





The  Monty
Lode Property is situated in the Yellow Pine Mining District, which stems from
1856, when Mormon missionaries reported ore in the area.  In 1857, the
smelting of ore produced approximately 9,000 pounds of lead, and in 1898, a mill
was built south of Goodsprings, near the Monty Lode Property.  As a
result of the mill availability, exploration activity led to the discovery of
many of the mines in the area. The completion of the San Pedro, Los Angeles and
Salt Lake railroads in 1905 and recognition of oxidized zinc minerals in the ore
in 1906 stimulated development of the mines and the region has been subject to
intermittent activity up to 1964, particularly during the World War I and II
years.





Production
from the mines of the Yellow Pine Mining District from 1902 to 1929 was 477,717
tons. Bullion recovery from 7,656 tons of this ore by amalgamation and
cyanidation was 9,497 ounces of gold and 2,445 ounces of silver. The
concentrator treated 230,452 tons of ore which yielded 58,641 tons of lead-zinc
concentrate and 32,742 tons of lead concentrate.  Crude ore shipped to
1929 was 227,952 tons from which recovery amounted to 3,196 ounces gold, 422,379
ounces silver, 3,085,675 pounds copper, 34,655,460 pounds lead and 110,833,051
pounds zinc.


5





Reported
production from the Monty Lode Property workings is included in production from
the mines within the immediate area of the Monty Lode Claim including Reported
production from the Monty Lode Property workings is included in production from
the mines within the immediate area of the Monty Lode Claim including production
from the Christmas Mine and the Eureka Mine. The three mines reported production
of 532,505 lb lead, 449,886 lb zinc, 16,635 oz silver, 2 oz gold and 195 lb
copper.





REGIONAL
GEOLOGY





In the
Yellow Pine district, the Spring Mountain Range in the west, and the Sheep
Mountain Range in the east consist maily of Paleozoic sediments which have
undergone intense folding accompanied by faulting.  A series of
Carnoniferous sediments consist largely of siliceous limestones and include
strata of pure crystalline limestone and dolomite with occasional intercalated
beds of fine grained sandstone. These strata have a general west to southwest
dip of from 15 to 45 degrees which is occasionally disturbed by local folds.
Igneous rocks are scarce and are represented chiefly by quartz-monzonite
porphyry dikes and sills. The quartz-monzonite porphyry is intruded into these
strata and is of post-Jurassic age, perhaps Tertiary.





STRATIGRAPHY





The
sedimentary rocks in the district range in age from Upper Cambrian to Recent.
The Paleozoic section includes the Cambrian Bonanza King and Nopah Formations,
the Devonian Sultan, Mississippian Monte Cristo Limestone,
Pennsylvanian/Mississippian Bird Spring Formation and Permina Kaibab Limestone
(Carr, 1987).





The
Mesozoic section is comprised only of the Trissic Moenkopi and Chinle Formations
and an upper Mesozoic unit of uncertain age termed the Lavinia Wash Formation.
The Paleozoic rocks are dominantly carbonates while the Mesozoic units are
continental clastics. Tertiary rocks include gravels and minor volcanic
tuffs.





Only two
varieties of intrusive rocks are known in the district. The most abundant is
granite porphyry which forms three large sill-like masses (Hewett, 1931). The
sills generally lie near major thrust faults and are thought to have been
emplaced along breccia zones at the base of the upper plate of the thrust fault.
Locally, small dikes of basaltic composition and uncertain age have been
encountered in some of the mine workings.





STRUCTURE





The
region reveals an amazing record of folding, thrust faulting and normal
faultings. Folding began in the early Jurassic, resulting in broad flexures in
the more massive units and tight folds in the thinly bedded rocks. The thrust
faults in the district are part of a belt of thrust faulted rocks, the Foreland
Fold and Thrust Belt that stretches from southern Canada to southern California.
Deformation within this belt began in the Jurassic and continued until
Cretaceous time. Within the Goodsprings District thrust faulting appears to
post-date much of the folding, but despite intensive study the actual age of
thrusting continues to be the subject of contentious debate. Three major thrusts
have been mapped; from west to east, the Green Monster, Keystone and Contact
thrusts.





Of these,
the Keystone is the most persistent along strike having been mapped for a
distance of over 50 kilometers. The stratigraphic relationships along the
Keystone fault are similar to those for all the major thrusts in the area. The
Cambrian Bonanza King Formation has been thrust eastward over younter Paleozoic
rocks.




6










PROPERTY
GEOLOGY





The Monty
Lode Claim covers some former exploratory workings which explored mineralization
hosted by a breccia zone parallel to bedding in the Bird Spring
Formation.


7





REGIONAL
MINERALIZATION





ORE
MINERALOGY AND ALTERATION





It is
reported (Albritton, 1954) that ore deposits in the Goodsprings (Yellow Pine)
district can at best be characterized as enigmatic. They appear to fall into two
distinct types, which may or may not be related, gold-copper deposits and
lead-zinc deposits. Gold-copper deposits are clearly related to sill-like masses
of granite porphyry. All existing mines worked the contact between the intrusive
and surrounding sedimentary rock. Gold occurred in both the instrusive and the
carbonate wall rocks. It appears any carbonate unit was a suitable
host.





The
lead-zinc deposits are often distant from the intrusives and occur as veins or
replacements of brecciated rocks along fault zones, either thrust faults or
normal faults. Unlike the gold deposits, the productive lead-zinc deposits are
restricted to the Monte Cristo Formation.





Mineralogy
of gold-copper deposits consists of native gold, pyrite, limonite, cinnabar,
malachite, azurite and chrysocolla. Lead-zinc deposits are comprised of
hydrozincite, calamine, smithsonite, cerrusite, anglesite, galena and iron
oxides. The rather unusual mineralogy of the district is due to the great depth
of surface oxidation; exceeding 600 feet.





ORE
MINERALOGY AND ALTERATION





Typical
sulfides such as chalcopyrite, sphalerite and pyrite have been partially or
completely altered to more stable hydrated carbonates and sulfates. Only the
highly insoluble lead sulfide, galena has successfully resisted surface
oxidation.





Primary
alteration is difficult to characterize due to the supergene overprint, but
again appears to differ for gold-copper deposits and lead-zinc deposits.
Gold-copper ores have been extensively sericitized and kaolinized, alterning the
host pluton to a rock that can be mined through simple excavation with little or
no blasting. The rock is so thoroughly altered it decrepitates on exposure to
the atmosphere. On the other hand, lead-zinc deposits appear to be characterized
by dolomization and minor silicification.





PROPERTY
MINERALIZATION





The
workings on the Monty Lode Claim reveal silver/lead/zinc mineralization with
vanadinite and cuprodescloizite in a limesone breccia zone parallel to bedding
in the Bird Spring Formation. Gold is also reported.





PRESENT
PROPERTY CONDITION AND PERMITTING REQUIREMENTS





The Monty
Lode Property has no plant and equipment, infrastructure or other facilities,
and there is currently no exploration of the Monty Lode Property.  We
have incurred $104,855 in operating costs, which sum includes $240 of
exploration expenditures, as at October 31, 2010.  We expect to incur
$94,000 of exploration costs to complete Phases 1, 2 and 3 of our Plan of
Operation, with Phase 3 being Positive areas of the Monty Lode Property being
diamond drill tested.  There is no source of power or water on the
Monty Lode Property that can be utilized.





A yearly
maintenance fee of $125.00 is required to be paid to the Bureau of Land
Management prior to the expiry date to keep the claim in good standing for an
additional year.  No other permits are required for us to perform the
exploration activities on the Monty Lode Property.





[remainder
of page intentionally left blank]


8









CONDITIONS
TO RETAIN TITLE TO THE CLAIM





State and
Federal regulations require a yearly maintenance fee to keep the claim in good
standing. In accordance with Federal regulations, the Monty Lode Claim is in
good standing to December 31, 2011.  A yearly maintenance fee of
$125.00 is required to be paid to the Bureau of Land Management prior to the
expiry date to keep the claim in good standing for an additional
year.





COMPETITIVE
CONDITIONS





The
mineral exploration business is an extremely competitive industry. We are
competing with many other exploration companies looking for minerals. We are a
very early stage mineral exploration company and a very small participant in the
mineral exploration business. Being a junior mineral exploration company, we
compete with other companies like ours for financing and joint venture partners.
Additionally, we compete for resources such as professional geologists, camp
staff, helicopters and mineral exploration supplies.





GOVERNMENT APPROVALS AND
RECOMMENDATIONS





We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in USA
generally, and in Nevada specifically.


9





COSTS
AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS





We
currently have no costs to comply with environmental laws concerning our
exploration program. We will also have to sustain the cost of reclamation and
environmental remediation for all work undertaken which causes sufficient
surface disturbance to necessitate reclamation work. Both reclamation and
environmental remediation refer to putting disturbed ground back as close to its
original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to a natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused, i.e. refilling trenches after sampling or cleaning up fuel
spills. Our initial programs do not require any reclamation or remediation other
than minor clean up and removal of supplies because of minimal disturbance to
the ground. The amount of these costs is not known at this time as we do not
know the extent of the exploration program we will undertake, beyond completion
of the recommended three phases described above. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on our
earnings or competitive position in the event a potentially economic deposit is
discovered.





EMPLOYEES





We
currently have no employees other than our directors. We intend to retain the
services of geologists, prospectors and consultants on a contract basis to
conduct the exploration programs on our mineral claims and to assist with
regulatory compliance and preparation of financial statements.





OUR
EXECUTIVE OFFICES





Our
executive offices are located at 1802 North Carson Street, Suite 212, Carson
City, Nevada 89701




ITEM
      1A.
            RISK
      FACTORS





As a
“smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information called for by this
Item.





ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS





None.





ITEM
      2.
            PROPERTIES





Our
current business address is 1802 North Carson Street, Suite 212, Carson City,
Nevada 8970.  Our telephone number is (646) 520-7426.





We
believe that this space is adequate for our current needs.





ITEM
      3.
            LEGAL
      PROCEEDINGS





We are
not currently involved in any legal proceedings and we are not aware of any
pending or potential legal actions.





ITEM
4.  (REMOVED AND RESERVED).





None.


10


PART
II
 
 ITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET
      INFORMATION
 
 Our
shares of common stock do not trade on an exchange or on any over-the-counter
market.


We intend
to have our common stock be quoted on the OTC Bulletin Board.  If our
securities are not quoted on the OTC Bulletin Board, a security holder may find
it more difficult to dispose of, or to obtain accurate quotations as to the
market value of our securities. The OTC Bulletin Board differs from national and
regional stock exchanges in that it:





(1) is
not situated in a single location but operates through communication of bids,
offers and confirmations between broker-dealers, and


(2)
securities admitted to quotation are offered by one or more Broker-dealers
rather than the “specialist” common to stock exchanges.





To
qualify for quotation on the OTC Bulletin Board, an equity security must have
one registered broker-dealer, known as the market maker, willing to list bid or
sale quotations and to sponsor the company listing. We do not yet have an
agreement with a registered broker-dealer, as the market maker, willing to list
bid or sale quotations and to sponsor the Company listing. If the Company meets
the qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board until a future time, if at all,
that we apply and qualify for admission to quotation on the NASDAQ Capital
Market. We may not now and it may never qualify for quotation on the OTC
Bulletin Board or be accepted for listing of our securities on the NASDAQ
Capital Market.





TRANSFER
AGENT





Our
transfer agent is Empire Stock Transfer of Henderson, Nevada.  Their
address is 1859 Whitney Mesa Dr., Henderson, Nevada 89014 and their telephone
number is (702) 818-5898.





HOLDERS





As of
June 14, 2010, the Company had 11,860,000 shares of our common stock issued and
outstanding held by 41 holders of record.





DIVIDENDS





Historically,
we have not paid any dividends to the holders of our common stock and we do not
expect to pay any such dividends in the foreseeable future as we expect to
retain our future earnings for use in the operation and expansion of our
business.





RECENT
SALES OF UNREGISTERED SECURITIES





None.





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





We have
not established any compensation plans under which equity securities are
authorized for issuance.





PURCHASES
OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS





We did
not purchase any of our shares of common stock or other securities during the
year ended October 31, 2010.





ITEM
      6.
            SELECTED
      FINANCIAL DATA





As a
“smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information called for by this
Item.


11




ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





RESULTS OF
OPERATIONS





We have
generated no revenues since inception and have incurred $104,855 in operating
expenses from inception through October 31, 2010.  These expenses were
comprised of $37,000 in management fees and $67,855 in general and
administrative costs.  We incurred net loss of $65,293 and
$19,118 for the years ended October 31, 2010 and 2009, respectively.  Our
net loss since inception (September 25, 2007) through October 31, 2010 was
$103,943.  The following table provides selected financial data about our
company for the years ended October 31, 2010 and 2009.





Balance Sheet Data
                                                                    
                                                                    October 31,
      2010
                                                                    
                                                                    October 31,
      2009Cash
      and Cash Equivalents
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    5,996
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    42,850Total
      Assets
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    17,481
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    49,450Total
      Liabilities
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    15,424
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    -0-Shareholders’
      Equity
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    2,057
                                                                    
                                                                    $
                                                                    
                                                                    
                                                                    49,350





GOING
CONCERN





Mascot
Ventures Inc. is an exploration stage company and currently has no
operations.  Our independent auditor has issued an audit opinion for
Mascot Ventures which includes a statement raising substantial doubt as to our
ability to continue as a going concern.





LIQUIDITY
AND CAPITAL RESOURCES





Our cash
balance at October 31, 2010 was $5,966 with $15,424 in outstanding liabilities.
Total expenditures over the next 12 months are expected to be approximately
$35,000.  If we experience a shortage of funds prior to generating revenues
from operations we may utilize funds from our directors, who have informally
agreed to advance funds to allow us to pay for operating costs, however they
have no formal commitment, arrangement or legal obligation to advance or loan
funds to us.  Management believes our current cash balance will not be
sufficient to fund our operations for the next twelve months.





PLAN
OF OPERATION





Our plan
of operation for the twelve months is to complete the first and second phases of
the three phased exploration program on our claim.  In addition to the
$19,000 we anticipate spending for the first two phases of the exploration
program as outlined below, we anticipate spending an additional $16,000 on
general and administration expenses including fees payable in connection with
complying with reporting obligations, and general administrative costs. Total
expenditures over the next 12 months are therefore expected to be approximately
$35,000.  If we experience a shortage of funds prior to funding we may
utilize funds from our directors, however they have no formal commitment,
arrangement or legal obligation to advance or loan funds to the
company.





Phase 1:
Localized soil surveys, trenching and sampling over known and indicated
mineralized zones.





Phase 2:
VLF-EM and magnetometer surveys.





Phase 3:
Positive areas will need to be diamond drill tested. The amount of drilling will
depend on the success of phase 1 and 2.





BUDGET$Phase
      1
                        
                        
                        7,000Phase
      2
                        
                        
                        12,000Phase
      3
                        
                        
                        75,000Total
                        
                        
                        94,000




12





We plan
to commence Phase 1 of the exploration program on the claim in spring 2011. We
expect this phase to take two weeks to complete and an additional one to two
months for the geologist to prepare his report.





The above
program costs are management’s estimates based upon the recommendations of the
professional geologist’s report and the actual project costs may exceed our
estimates. To date, we have not commenced exploration.





Following
phase one of the exploration program, if it proves successful in identifying
mineral deposits, we intend to proceed with phase two of our exploration
program.  Subject to the results of phase 1, we anticipate commencing
with phase 2 in summer 2011.  We will require additional funding to proceed
with phase 3 work on the claim; we have no current plans on how to raise the
additional funding.  We cannot provide any assurance that we will be
able to raise sufficient funds to proceed with any work after the first two
phases of the exploration program.





OFF-BALANCE
SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements.





ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
“smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information called for by this
Item.




13




ITEM
      8.
            FINANCIAL
      STATEMENTS




Report of Independent
Registered Public Accounting Firm
 
 To the
Board of Directors of
 Mascot
Ventures Inc
 (An
Exploration Stage Company)
 Carson
City, Nevada
 
 
 We have
audited the accompanying balance sheets of Mascot Ventures Inc (the “Company”)
as of October 31, 2010 and 2009, and the related statements of operations,
stockholders' equity, and cash flows for each of the years then ended and for
the period from September 25, 2007 (inception) through October 31, 2010. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted our audits 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 audits 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 also 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 audits provide 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 Mascot Ventures Inc as of October
31, 2010 and 2009, and the related statements of operations and cash flows for
each of the years then ended and for the period from September 25, 2007
(inception) through October 31, 2010 in conformity with accounting principles
generally accepted in the United States of America.
 
 As
discussed in Note 1 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2011 raise
substantial doubt about its ability to continue as a going concern. The 2010
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  /s/ LBB
& Associates Ltd., LLP
  LBB &
Associates Ltd., LLP
 
  Houston,
Texas
 January
27, 2011


14
  MASCOT
VENTURES INC
 (An
Exploration Stage Company)
 Balance
Sheets
 
 
 October
      31, 2010
                                                              
                                                              
                                                              October
      31, 2009ASSETSCurrent
      AssetsCash
      and cash equivalents
                                                              
                                                              $
                                                              5,996
                                                              
                                                              
                                                              $
                                                              42,850Pre-paid
      expense
                                                              
                                                              
                                                              4,985
                                                              
                                                              
                                                              
                                                              -Total
      current assets
                                                              
                                                              
                                                              10,981
                                                              
                                                              
                                                              
                                                              42,850Other
      AssetsMining
      Claim
                                                              
                                                              
                                                              6,500
                                                              
                                                              
                                                              
                                                              6,500TOTAL
      ASSETS
                                                              
                                                              $
                                                              17,481
                                                              
                                                              
                                                              $
                                                              49,350LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
                                                              
                                                              $
                                                              15,424
                                                              
                                                              
                                                              $TOTAL
      LIABILITIES
                                                              
                                                              $
                                                              15,424
                                                              
                                                              
                                                              $
                                                              -STOCKHOLDERS'
      EQUITYCommon
      stock, ($0.001 par value, 75,000,000 shares authorized 11,860,000  shares
      issued and outstanding at October
      31, 2010 and 2009 respectively
                                                              
                                                              
                                                              11,860
                                                              
                                                              
                                                              
                                                              11,860Additional
      paid-in capital
                                                              
                                                              
                                                              94,140
                                                              
                                                              
                                                              
                                                              76,140Deficit
      accumulated during exploration stage
                                                              
                                                              
                                                              (103,943
                                                              )
                                                              
                                                              
                                                              (38,650
                                                              )TOTAL
      STOCKHOLDERS' EQUITY
                                                              
                                                              
                                                              2,057
                                                              
                                                              
                                                              
                                                              49,350TOTAL
      LIABILITIES & STOCKHOLDERS' EQUITY
                                                              
                                                              $
                                                              17,481
                                                              
                                                              
                                                              $
                                                              49,350
  The
accompanying footnotes are an integral part of these financial
statements.
  15
  MASCOT VENTURES INC
 (An
Exploration Stage Company)
 Statements
of Operations
  
  Inception(September
      25, 2007)Year
      Ended
                                                                    
                                                                    
                                                                    Year
      Ended
                                                                    
                                                                    
                                                                    ThroughOctober
      31, 2010
                                                                    
                                                                    
                                                                    October
      31, 2009
                                                                    
                                                                    
                                                                    October
      31, 2010Operating
      CostsGeneral
      & Administative
                                                                    
                                                                    $
                                                                    65,293
                                                                    
                                                                    
                                                                    $
                                                                    20,030
                                                                    
                                                                    
                                                                    $
                                                                    104,855Total
      Operating Costs
                                                                    
                                                                    
                                                                    (65,293
                                                                    )
                                                                    
                                                                    
                                                                    (20,030
                                                                    )
                                                                    
                                                                    
                                                                    (104,855
                                                                    )Interest
      Income
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    912
                                                                    
                                                                    
                                                                    
                                                                    912Net
      Loss
                                                                    
                                                                    $
                                                                    (65,293
                                                                    )
                                                                    
                                                                    $
                                                                    (19,118
                                                                    )
                                                                    
                                                                    $
                                                                    (103,943
                                                                    )$
                                                                    (0.01
                                                                    )
                                                                    
                                                                    $
                                                                    (0.00
                                                                    )Weighted
      average number ofcommon shares
      outstanding
                                                                    
                                                                    
                                                                    11,860,000
                                                                    
                                                                    
                                                                    
                                                                    11,643,764
  The
accompanying footnotes are an integral part of these financial
statements.
  16
  MASCOT
VENTURES INC
 (An
Exploration Stage Company)
 Statements
of  Stockholders' Equity
 Period
from September 25, 2007 (inception) through October 31, 2010
  
  DeficitAccumulatedAdditional
                                  
                                  
                                  DuringCommon
                                  
                                  
                                  Stock
                                  
                                  
                                  Paid-in
                                  
                                  
                                  ExplorationShares
                                  
                                  
                                  Amount
                                  
                                  
                                  Capital
                                  
                                  
                                  Stage
                                  
                                  
                                  TotalStock
      issued to founders for cash
                                  
                                  
                                  10,000,000
                                  
                                  
                                  $
                                  10,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  10,000Donated
      services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,500
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  1,500Net
      loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (1,507
                                  )
                                  
                                  
                                  (1,507
                                  )Balance
      October 31, 2007
                                  
                                  
                                  10,000,000
                                  
                                  
                                  
                                  10,000
                                  
                                  
                                  
                                  1,500
                                  
                                  
                                  
                                  (1,507
                                  )
                                  
                                  
                                  9,993Stock
      issued for cash
                                  
                                  
                                  1,540,000
                                  
                                  
                                  
                                  1,540
                                  
                                  
                                  
                                  15,460
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  17,000Donated
      services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  18,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  18,000Net
      loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (18,025
                                  )
                                  
                                  
                                  (18,025
                                  )Balance
      October 31, 2008
                                  
                                  
                                  11,540,000
                                  
                                  
                                  
                                  11,540
                                  
                                  
                                  
                                  34,960
                                  
                                  
                                  
                                  (19,532
                                  )
                                  
                                  
                                  26,968Stock
      issued for cash
                                  
                                  
                                  320,000
                                  
                                  
                                  
                                  320
                                  
                                  
                                  
                                  23,180
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  23,500Donated
      services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  18,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  18,000Net
      loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (19,118
                                  )
                                  
                                  
                                  (19,118
                                  )Balance
      October 31, 2009
                                  
                                  
                                  11,860,000
                                  
                                  
                                  
                                  11,860
                                  
                                  
                                  
                                  76,140
                                  
                                  
                                  
                                  (38,650
                                  )
                                  
                                  
                                  49,350Donated
      services
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  18,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  18,000Net
      loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (65,293
                                  )
                                  
                                  
                                  (65,293
                                  )Balance
      October 31, 2010
                                  
                                  
                                  11,860,000
                                  
                                  
                                  $
                                  11,860
                                  
                                  
                                  $
                                  94,140
                                  
                                  
                                  $
                                  (103,943
                                  )
                                  
                                  $
                                  2,057
  The
accompanying footnotes are an integral part of these financial
statements.
  17
  MASCOT VENTURES INC
 (An
Exploration Stage Company)
 Statements
of Cash Flows
  
 Inception(September
      25, 2007)Year
      Ended
                                                                        
                                                                        
                                                                        Year
      Ended
                                                                        
                                                                        
                                                                        ThroughOctober
      31, 2010
                                                                        
                                                                        
                                                                        October
      31, 2009
                                                                        
                                                                        
                                                                        October
      31, 2010CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      loss
                                                                        
                                                                        $
                                                                        (65,293
                                                                        )
                                                                        
                                                                        $
                                                                        (19,118
                                                                        )
                                                                        
                                                                        $
                                                                        (103,943
                                                                        )Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operating activities:Donated
      services
                                                                        
                                                                        
                                                                        18,000
                                                                        
                                                                        
                                                                        
                                                                        18,000
                                                                        
                                                                        
                                                                        
                                                                        55,500Changes
      in operating assets and liabilities:Pre-paid
      expense
                                                                        
                                                                        
                                                                        (4,985
                                                                        )
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (4,985
                                                                        )Accounts payable
                                                                        
                                                                        
                                                                        15,424
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        15,424Net cash provided by (used in) operating activities
                                                                        
                                                                        
                                                                        (36,854
                                                                        )
                                                                        
                                                                        
                                                                        (1,118
                                                                        )
                                                                        
                                                                        
                                                                        (38,004
                                                                        )CASH FLOWS FROM INVESTING
      ACTIVITIESMining
      Claim
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (6,500
                                                                        )
                                                                        
                                                                        
                                                                        (6,500
                                                                        )Net
      cash (used in) investing activities
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (6,500
                                                                        )
                                                                        
                                                                        
                                                                        (6,500
                                                                        )CASH FLOWS FROM FINANCING
      ACTIVITIESIssuance
      of common stock for cash
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        23,500
                                                                        
                                                                        
                                                                        
                                                                        50,500Net
      cash provided by financing activities
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        23,500
                                                                        
                                                                        
                                                                        
                                                                        50,500Net
      increase  in cash
                                                                        
                                                                        
                                                                        (36,854
                                                                        )
                                                                        
                                                                        
                                                                        15,882
                                                                        
                                                                        
                                                                        
                                                                        5,996Cash
      and cash equivalents at beginning of period
                                                                        
                                                                        
                                                                        42,850
                                                                        
                                                                        
                                                                        
                                                                        26,968
                                                                        
                                                                        
                                                                        
                                                                        -Cash
      and cash equivalents at end of period
                                                                        
                                                                        $
                                                                        5,996
                                                                        
                                                                        
                                                                        $
                                                                        42,850
                                                                        
                                                                        
                                                                        $
                                                                        5,996SUPPLEMENTAL DISCLOSURES OF CASH FLOW
      INFORMATIONCash
      paid during year for :Interest
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -Income
      Taxes
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
  The
accompanying footnotes are an integral part of these financial
statements.
   18
  MASCOT
VENTURES INC.
 NOTES
TO FINANCIAL STATEMENTS
 (An
Exploration Stage Company)
 Period
from September 25, 2007 (Inception) through October 31, 2010
 1.  NATURE
OF OPERATIONS
  Mascot Ventures Inc. (“The
Company”) was incorporated in the State of Nevada on September 25, 2007 to
engage in the acquisition, exploration and development of natural resource
properties.  The Company is in the exploration stage with no revenues
and limited operating history.
  These
financial statements have been prepared on a going concern basis which assumes
the Company will be able to realize its assets and discharge its liabilities in
the normal course of business for the foreseeable future. The Company
anticipates future losses in the development of its business raising doubt about
the Company’s ability to continue as a going concern. The ability to continue as
a going concern is dependent upon the Company generating profitable operations
in the future and/or to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand, loans from directors and/or issuance of common
shares.
   2.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of
Presentation
  The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company’s year end is October 31.
  Cash and Cash
Equivalents
  The
Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
  Use of Estimates and
Assumptions
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
  Foreign Currency
Translation
  The
financial statements are presented in United States dollars. In accordance with
ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and
liabilities are translated into their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Revenue and
expenses are translated at average rates of exchange during the year. Gains or
losses resulting from foreign currency transactions are included in results of
operations.
  Exploration Stage
Company
  The
Company complies with Financial Accounting Standards Codification (“ASC”) 915
and Securities and Exchange Commission Act Guide 7 for its characterization of
the Company as an exploration stage enterprise.
  19
  
 MASCOT
VENTURES INC.
 NOTES
TO FINANCIAL STATEMENTS
 (An
Exploration Stage Company)
 Period
from September 25, 2007 (Inception) through October 31, 2010
 
 Mineral
Interests
  The
Company’s management has considered the conditions outlined in ASC 360,
“Property, Plant and Equipment,” and has concluded no impairment of the $6,500
mining claim acquisition costs on the Property has taken place for the year
ended October 31, 2010.Mineral
property acquisition costs are capitalized in accordance with ASC 930. Mineral
property exploration costs are expensed as incurred. When it has been determined
that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized. To date the Company has not established any reserves
on its mineral properties
 
 Impairment of Long-lived
Assets
 
 The
Company reviews long-lived assets for indicators of impairment whenever events
or changes in circumstances indicate that the carrying value may not be
recoverable. If the review indicates that the carrying amount of the asset may
not be recoverable, the potential impairment is measured based on a projected
discounted cash flow method using a discount rate that is considered to be
commensurate with the risk inherent in the Company's current business model. For
purposes of recognition and measurement of an impairment loss, a long-lived
asset is grouped with other assets at the lowest level for which identifiable
cash flows are largely independent of the cash flows of other
assets.
   Fair Value of Financial
Instrument
  The
Company’s financial instruments consisted of cash and accounts payable. Unless
otherwise noted, it is management’s opinion the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments.  Because of the short maturity of such assets and
liabilities the fair value of these financial instruments approximate their
carrying values, unless otherwise noted.
  Income
Taxes
  The
Company follows the accrual method of accounting for income
taxes.  Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to differences
between the financial statement carrying values and their respective income tax
basis (temporary differences).  The effect on the deferred income tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  At October 31, 2010 and
2009, a full deferred tax asset valuation allowance has been provided and no
deferred tax asset has been recorded.
  Basic and Diluted Net Income
(Loss) per Share
  The
Company computes net income (loss) per share in accordance with ASC 260,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of common shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period including stock options,
using the treasury stock method, and convertible preferred stock, using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential common shares if their effect is anti-dilutive.
   20
   MASCOT
VENTURES INC.
 NOTES
TO FINANCIAL STATEMENTS
 (An
Exploration Stage Company)
 Period
from September 25, 2007 (Inception) through October 31, 2010
 Recent Accounting
Pronouncements
 
 In
February 2010, the FASB issued ASU No. 2010-09, which is included in the
Codification under ASC 855, SUBSEQUENT EVENTS (“ASC 855”). This update removes
the requirement for an SEC filer to disclose the date through which subsequent
events have been evaluated and become effective for interim and annual reporting
periods beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company’s financial statements.
 
 In
January 2010, the FASB issued ASU No. 2010-06, which is included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES (“ASC 820”).
This update requires the disclosure of transfers between the observable input
categories and activity in the unobservable input category for fair value
measurements. The guidance also requires disclosures about the inputs and
valuation techniques used to measure fair value and become effective for interim
and annual reporting periods beginning January 1, 2010. The adoption of this
guidance did not have a material impact on the Company’s financial
statements.
 
 The
Company does not expect the adoption of recently issued accounting
pronouncements to have any significant impact on the Company’s results of
operations, financial position or cash flow.
 
 As new
accountingpronouncements
are issued, the Company will adopt those that are applicable under the
circumstances.
  3.  RELATED
PARTY  TRANSACTIONS
 The
President of the Company provides management fees and office premises to the
Company for a fee of $1,500 per month, the right to which the President has
agreed to assign to the Company until such time as the Company closes on an
equity or debt financing of not less than $100,000. The assigned rights are
valued at $1,000 per month for executive compensation and $500 for rent. A total
of $55,500 for donated management fees were charged to operating and general
expenses and recorded as donated capital (Additional Paid in Capital) for the
period from September 25, 2007 (inception) to October 31, 2010.
  4.  ACCOUNTS
PAYABLE & PREPAID EXPENSE
 As of
10/31/2010 there is a total of $15,424 in accounts payable; most of this total
outstanding represents legal expenses.
 
 As of
10/31/10 there is a total $4,985 in prepaid expenses, this being a retainer fee
paid for consulting services.
   21
  MASCOT
VENTURES INC.
 NOTES
TO FINANCIAL STATEMENTS
 (An
Exploration Stage Company)
 Period
from September 25, 2007 (Inception) through October 31, 2010
 5.  COMMON
SHARES
 a)
                In
      October 2007 the Company issued 5,000,000 common shares of the Company to
      each of two Directors at $0.001 per share for cash proceeds of $5,000 from
      each director.
  b)
                In
      November 2007 the Company issued 1,500,000 common shares of the Company at
      $0.01 per share for cash proceeds of
$15,000.
  c)
                In
      June 2008 the Company issued 40,000 common shares of the Company at $0.05
      per share for cash proceeds of
$2,000.
  d)
                In
      November 2008, the Company authorized for issue 20,000 common shares of
      the Company at $0.05 per share for cash proceeds of
  $1,000.
  e)
                In
      July 2009 the Company authorized for issue 150,000 common shares of the
      Company at $0.05 per share for cash proceeds of
  $7,500.
  f)
                In
      July 2009, the Company authorized for 150,000 common shares of the Company
      at $.10 per share for cash proceeds of
$15,000.
  At
October 31, 2010 there are total of 11,860,000 shares of the Company’s common
shares issued and outstanding.
  22
  MASCOT
VENTURES INC.
 NOTES
TO FINANCIAL STATEMENTS
 (An
Exploration Stage Company)
 Period
from September 25, 2007 (Inception) through October 31, 2010
 6.   INCOME
TAXES
  The
Company follows ASC 740. Deferred income taxes reflect the net effect of (a)
temporary difference between carrying amounts of assets and liabilities for
financial purposes and the amounts used for income tax reporting purposes, and
(b) net operating loss carry-forwards. No net provision for refundable Federal
income tax has been made in the accompanying statement of loss because no
recoverable taxes were paid previously. Similarly, no deferred tax asset
attributable to the net operating loss carry-forward has been recognized, as it
is not deemed likely to be realized.
  The
provision for refundable federal income tax consists of the following for the
periods ending:
  Oct 31, 2010
                                          
                                          
                                          Oct 31, 2009Federal
      income tax benefit attributed to:Net
      operating loss
                                          
                                          
                                          22,200
                                          
                                          
                                          
                                          6,500Valuation allowance
                                          
                                          
                                          (22,200
                                          )
                                          
                                          
                                          (6,500
                                          )Net benefit
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
 
 The
      cumulative tax effect at the expected rate of 34% of
      significant
                                  
                                  Oct
      31, 2010
                                  
                                  
                                  Oct
      31, 2009items comprising our net deferred tax amount is as
      follows:Deferred
      tax attributed:Net
      operating loss carryover
                                  
                                  
                                  35,340
                                  
                                  
                                  
                                  13,140Less: change in valuation
      allowance
                                  
                                  
                                  (35,340
                                  )
                                  
                                  
                                  (13,140
                                  )Net deferred tax asset
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
  At
October 31, 2010, the Company had an unused net operating loss carry-forward
approximating $103,900 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2029.
  7.
SUBSEQUENT EVENTS
  On
November 26, 2011 the director made a loan of $10,000 to the Company to cover on
going general and administrative costs.  The loan was made pursuant
to an oral agreement dated November 26, 2011, whereby the loan is payable on
demand, has no term and carrries no interest.


23




ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL
    DISCLOSURE





None.





ITEM
      9A.
            CONTROLS
      AND PROCEDURES





DISCLOSURE
CONTROLS AND PROCEDURES





Under the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we are
responsible for conducting an evaluation of the effectiveness of the design and
operation of our internal controls and procedures, as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the
fiscal year covered by this report.  Disclosure controls and
procedures means that the material information required to be included in our
Securities and Exchange Commission (“SEC”) reports is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, including any consolidating subsidiaries, and was made
known to us by others within those entities, particularly during the period when
this report was being prepared.  Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the evaluation
date that our disclosure controls and procedures were effective as of October
31, 2010.





MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





As of
October 31, 2010, management assessed the effectiveness of our internal control
over financial reporting. The Company's management is responsible for
establishing and maintaining adequate internal control over financial reporting
for the Company.  Internal control over financial reporting is defined
in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of
1934, as amended, as a process designed by, or under the supervision of, the
Company’s Chief Executive Officer and Chief Financial Officer and effected by
the Company’s Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
GAAP in the United States of America and includes those policies and procedures
that:


24





·  Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect our transactions and dispositions of our assets;





·  Provide
reasonable assurance our transactions are recorded as necessary to permit
preparation of our financial statements in accordance with GAAP, and that
receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and





·  Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statement.





In
evaluating the effectiveness of our internal control over financial reporting,
our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) in Internal Control –
Integrated Framework. Based on that evaluation, completed only by Wendy Wildmen,
our President, Chief Executive Officer, Treasurer and Director, who also serves
as our principal financial officer and principal accounting officer, Ms. Wildmen
concluded that, during the period covered by this report, such internal controls
and procedures were not effective to detect the inappropriate application of US
GAAP rules as more fully described below.





This was
due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.




The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (i) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (ii) inadequate segregation of duties consistent with control
objectives; and (iii) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our President, Chief Executive Officer, Treasurer and Director,
who also serves as our principal financial officer and principal accounting
officer, in connection with the review of our financial statements as of October
31, 2010.





Management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING.





There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth quarter of the year ended October 31, 2010 that have
materially affected, or that are reasonably likely to materially affect, the
Company’s internal control over financial reporting.


ITEM
      9B.
            OTHER
      INFORMATION.





None.





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Our
executive officer’s and director’s and their respective age’s as of October 31,
2010 are as follows:


25





Name
                  
                  Age
                  
                  Positions and OfficesMr.
      Wendy Wildmen
                  
                  48
                  
                  President,
      Chief Executive Officer, Treasurer and DirectorMr.
      Clive Hope
                  
                  57
                  
                  Secretary
      & Director





The
directors named above will serve until the next annual meeting of the
stockholders or until their respective resignation or removal from
office.  Thereafter, directors are anticipated to be elected for
one-year terms at the annual stockholders’ meeting. Officers will hold their
positions at the pleasure of the Board of Directors, absent any employment
agreement, of which none currently exists or is contemplated.





Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.





WENDY
WILDMEN, AGE 48





Ms.
Wildmen has served as our President, Chief Executive Officer and a Director
since October 3, 2009.  Ms. Wildmen has been a contract instructor for
various community colleges in the Province of Ontario, Canada, since 1989,
teaching primarily in the field of economics.   Ms. Wildmen earned her
B.A. Degree in Economics from Simon Fraser University, of British Columbia,
Canada, followed by her M.A. in Economics, in 1987, at the University of
Waterloo, Ontario, Canada.  These experiences, qualifications and
attributes have led to our conclusion that Ms. Wildmen should be serving as a
member of our Board of Directors in light of our business and
structure.





CLIVE
HOPE, AGE 57





Mr. Hope
has been our Secretary and a Director since incorporation.  Mr. Hope
has been employed as a pipe fitter for Syncrude Canada since September
1988.  These experiences, qualifications and attributes have led to
our conclusion that Mr. Hope should be serving as a member of our Board of
Directors in light of our business and structure.





TERM
OF OFFICE





All
directors hold office until the next annual meeting of the stockholders of the
Company and until their successors have been duly elected and
qualified.  The Company’s Bylaws provide that the Board of Directors
will consist of no less than three members.  Officers are elected by
and serve at the discretion of the Board of Directors.





DIRECTOR
INDEPENDENCE





Our board
of directors is currently composed of two members, neither of whom qualifies as
an independent director in accordance with the published listing requirements of
the NASDAQ Global Market. The NASDAQ independence definition includes a series
of objective tests, such as that the director is not, and has not been for at
least three years, one of our employees and that neither the director, nor any
of his family members has engaged in various types of business dealings with us.
In addition, our board of directors has not made a subjective determination as
to each director that no relationships exist which, in the opinion of our board
of directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director, though such subjective
determination is required by the NASDAQ rules. Had our board of directors made
these determinations, our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each director’s
business and personal activities and relationships as they may relate to us and
our management.





CERTAIN
LEGAL PROCEEDINGS





No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.


26





SIGNIFICANT
EMPLOYEES AND CONSULTANTS





Other
than our officers and directors, we currently have no other significant
employees.





AUDIT
COMMITTEE AND CONFLICTS OF INTEREST





Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors.  The Board of Directors has not
established an audit committee and does not have an audit committee financial
expert, nor has the Board of Directors established a nominating
committee.  The Board is of the opinion that such committees are not
necessary since the Company is an early exploration stage company and has only
two directors, and to date, such directors have been performing the functions of
such committees.  Thus, there is a potential conflict of interest in
that our directors and officers have the authority to determine issues
concerning management compensation, nominations, and audit issues that may
affect management decisions.





There are
no family relationships among our directors or officers. Other than as described
above, we are not aware of any other conflicts of interest with any of our
executive officers or directors.





SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and
directors, and persons who own more than ten percent of a registered class of
our equity securities, file reports of ownership and changes in ownership with
the SEC.  Executive officers, directors and greater-than-ten percent
stockholders are required by SEC regulations to furnish us with all Section
16(a) forms they file.  Based on our review of filings made on the SEC
website, and the fact of us not receiving certain forms or written
representations from certain reporting persons that they have complied with the
relevant filing requirements, we believe that, during the year ended October 31,
2010, none of our executive officers, directors and greater-than-ten percent
stockholders complied with all Section 16(a) filing requirements.





CODE
OF ETHICS





The
Company has not adopted a code of ethics that applies to its principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.  The Company has
not adopted a code of ethics because it has only commenced
operations.





ITEM
      11.
            EXECUTIVE
      COMPENSATION





The
following tables set forth certain information about compensation paid, earned
or accrued for services by our Chief Executive Officer and all other executive
officers (collectively, the “Named Executive Officers”) in the fiscal years
ended October 31, 2010 and 2009:





SUMMARY
COMPENSATION TABLE





The table
below summarizes all compensation awarded to, earned by, or paid to our Officers
for all services rendered in all capacities to us as of the year ended October
31, for the fiscal year ended as indicated.





Non-EquityName and
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  Incentive
                                  
                                  
                                  NonqualifiedPrincipal
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  Stock
                                  
                                  
                                  Option
                                  
                                  
                                  Plan
                                  
                                  
                                  Deferred
                                  
                                  
                                  All OtherPosition
                                  
                                  Year
                                  
                                  Salary($)
                                  
                                  
                                  Bonus($)
                                  
                                  
                                  Awards($)
                                  
                                  
                                  Awards($)
                                  
                                  
                                  Compensation($)
                                  
                                  
                                  Compensation($)
                                  
                                  
                                  Compensation($)
                                  
                                  
                                  Total($)Wendy
      Wildmen (1)
                                  
                                  2010
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  02009
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0Clive
      Hope (2)
                                  
                                  2010
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  02009
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0




27




(1)
President and Chief Executive Officer, Treasurer and
Director.  Pursuant to a letter agreement, dated November 19, 2009,
(i) the Company is obligated to pay Wendy Wildmen, the Company’s President and
Chief Executive Officer, and a Director, for a term of two years, $1,000 per
month, as consideration for Ms. Wildmen serving and performing her duties as
President of the Company, and (ii)  Wildmen shall assign her right to
such compensation of $1,000 per month to the Company, until such time as the
Company closes on an equity or debt financing of not less than
$100,000.


(2) Chief
Financial Officer, Secretary and Director.





None of our directors have
received monetary compensation since our inception to the date of this
prospectus. We currently do not pay any compensation to our directors serving on
our board of directors.





STOCK
OPTION GRANTS





We have
not granted any stock options to the executive officers since our inception.
Upon the further development of our business, we will likely grant options to
directors and officers consistent with industry standards for junior mineral
exploration companies.





EMPLOYMENT
AGREEMENTS





Pursuant
to a letter agreement, dated November 19, 2009, (i) the Company is obligated to
pay Wendy Wildmen, the Company’s President and Chief Executive Officer,
Treasurer and a Director, for a term of two years, $1,000 per month, as
consideration for Ms. Wildmen serving and performing her duties as President of
the Company, and (ii)  Ms. Wildmen shall assign her right to such
compensation of $1,000 per month to the Company, until such time as the Company
closes on an equity or debt financing of not less than $100,000.





DIRECTOR
COMPENSATION





The
following table sets forth director compensation as of October 31,
2010:





Fees
                    
                    
                    
                    
                    
                    
                    
                    
                    Non-Equity
                    
                    
                    NonqualifiedEarned
                    
                    
                    
                    
                    
                    
                    
                    
                    Incentive
                    
                    
                    DeferredPaid in
                    
                    
                    Stock
                    
                    
                    Option
                    
                    
                    Plan
                    
                    
                    Compensation
                    
                    
                    All OtherName
                    
                    Cash($)
                    
                    
                    Awards($)
                    
                    
                    Awards($)
                    
                    
                    Compensation($)
                    
                    
                    Earnings($)
                    
                    
                    Compensation($)
                    
                    
                    Total($)Wendy
      Wildmen
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0Clive
      Hope
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    0





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





The
following table lists, as of October 31, 2010, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based
upon information furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the voting of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.


28





The
percentages below are calculated based on 11,860,000 shares of our common stock
issued and outstanding as of October 31, 2010.  We do not have any
outstanding warrant, options or other securities exercisable for or convertible
into shares of our common stock.





Name and Address
                                
                                Number of SharesTitle of Class
                                
                                of Beneficial Owner (1)
                                
                                Owned Beneficially
                                
                                
                                Percent of Class OwnedCommon
      Stock:
                                
                                Mr.
      Wendy Wildmen, President, President, Chief  Executive Officer,
      Treasurer and Director
                                
                                
                                5,000,000
                                
                                
                                
                                42.1
                                %Common
      Stock:
                                
                                Mr.
      Clive Hope,
                                
                                
                                5,000,000
                                
                                
                                
                                42.1
                                %Chief
      Financial Officer, Secretary and DirectorAll
      executive officers and directors as a group (2 persons)
                                
                                
                                
                                
                                10,000,000
                                
                                
                                
                                84.2
                                %





(1)
Unless otherwise noted, the address of each person or entity listed is, c/o
Mascot Ventures Inc., 1802 North Carson Street, Suite 212, Carson City, Nevada
89701.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS





Pursuant
to a letter agreement, dated November 19, 2009, (i) the Company is obligated to
pay Wendy Wildmen, the Company’s President and Chief Executive Officer,
Treasurer and a Director, for a term of two years, $1,000 per month, as
consideration for Ms. Wildmen serving and performing her duties as President of
the Company, and (ii) Ms. Wildmen shall assign her right to such
compensation of $1,000 per month to the Company, until such time as the Company
closes on an equity or debt financing of not less than $100,000.





ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES





For the
year ended October 31, 2010 and 2009, the total fees charged to the company for
audit services, including quarterly reviews were $9,225 and $5,600, for
audit-related services were $2,615 and $1,100 and for tax services and other
services were $0 and $0, respectively.





PART
IV





ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULE





(a)  The
following Exhibits, as required by Item 601 of Regulation SK, are attached or
incorporated by reference, as stated below.





Number
                
                Description3.1
                
                Articles
      of Incorporation*3.2
                
                Bylaws*31.1
                
                Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
                
                Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                
                Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
                
                Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.





*
Incorporated by reference to the Registrant’s Form S-1 (File No. 333-164845),
filed with the Commission on February 10, 2010.


29




SIGNATURES





In
accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





MASCOT
      VENTURES INC.(Name
      of Registrant)Date: January
      31, 2011
              
              By:
              /s/   Wendy
      WildmenName:
              Wendy
      WildmenTitle:
              President,  Chief
      Executive Officer, Treasurer (and principal financial officer and
      principal accounting
officer)


30




EXHIBIT
INDEX





Number
                
                Description3.1
                
                Articles
      of Incorporation*3.2
                
                Bylaws*31.1
                
                Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
                
                Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                
                Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
                
                Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.





*
Incorporated by reference to the Registrant’s Form S-1 (file no. 333-164845),
filed with the Commission on February 10, 2010.


31