SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 ☒ Quarterly Report Pursuant To Section 13 or 15(d) of the
        Securities Exchange Act Of 1934
 
 For the quarterly period endedFebruary 28,
          2019
 
 ☐ Transition Report Under Section 13 or 15(d) of the
        Securities Exchange Act Of 1934
 
 For the transition period from __________ to __________
 
 Commission File Number:    None
 
 MASCOTA RESOURCES CORP.
 (Exact name of registrant as specified in its charter)
 
 NEVADA  36-4752858
 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
 
 7976 East Phillips Circle
 Centennial, CO 80112-3231
 (Address of principal executive offices, including Zip Code)
 
 (303) 961-7690
 (Issuer’s telephone number, including area code)
 
 (Former name or former address if changed since last report)
 
 Check whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months
        (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☒    No ☐
 
 Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File
        required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☐                       No   ☒
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting
        company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
 
 Large accelerated filer               ☐
            Accelerated filer                                      ☐Non-accelerated filer                 ☒
            Smaller reporting company                     ☒Emerging growth company                     ☐
  
 If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
        with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ☐     No ☒
 
 State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,491,190 shares
        of common stock as of March 31, 2019.
 1
 MASCOTA RESOURCES CORP.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)February 28,
          
          
          November 30,ASSETS
          
          2019
          
          
          2018Current AssetsCash
          
          $
          1,286
          
          
          $
          49,380Total Current Assets
          
          
          1,286
          
          
          
          49,380Fixed AssetsLand and land improvements
          
          
          143,963
          
          
          
          101,163Total Fixed Assets
          
          
          143,963
          
          
          
          101,163Total Assets
          
          $
          145,249
          
          
          $
          150,543LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)LIABILITIESCurrent LiabilitiesAccounts payable
          
          $
          32,575
          
          
          $
          21,205Accrued interest
          
          
          3,409
          
          
          
          2,780Accrued interest, related parties
          
          
          1,270
          
          
          
          604Notes payable - related parties, current portion
          
          
          54,900
          
          
          
          24,400Total Current Liabilities
          
          
          92,154
          
          
          
          48,989Long Term LiabilitiesNotes payable
          
          
          45,000
          
          
          
          45,000Notes payable - related parties, net of current portion
          
          
          5,000
          
          
          
          5,000Total Long-term Liabilities
          
          
          50,000
          
          
          
          50,000Total Liabilities
          
          
          142,154
          
          
          
          98,989STOCKHOLDERS' EQUITY (DEFICIT)Preferred Stock, $0.01 par value, 10,000,000 shares
            authorized, 50,000 shares outstanding as of February
            28, 2019 and November 30, 2018
          
          
          500
          
          
          
          500Common Stock, $0.001 par value, 90,000,000  shares
            authorized,  6,491,190 shares outstanding as of
            February 28, 2019 and November 30, 2018
          
          
          6,491
          
          
          
          6,491Additional paid-in capital
          
          
          286,611
          
          
          
          286,611Accumulated deficit
          
          
          (290,507)
          
          
          
          (242,048
          )Total Stockholders' Equity (Deficit)
          
          
          3,095
          
          
          
          51,554Total Liabilities and Stockholders' Equity (Deficit)
          
          $
          145,249
          
          
          $
          150,543 
 
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 2
 
 MASCOTA RESOURCES CORP.Condensed Consolidated Statements of Operations(Unaudited)Three Months EndedFebruary 28,2019
          
          
          2018Revenue
          
          $
          -
          
          
          $
          -Operating ExpensesGeneral and administrative
          
          
          47,164
          
          
          
          6,549Total Expenses
          
          $
          47,164
          
          
          $
          6,549Operating loss
          
          
          (47,164
          )
          
          
          (6,549
          )Other ExpenseInterest expense
          
          
          1,295
          
          
          
          1,054Total Other Expense
          
          
          1,295
          
          
          
          1,054Net loss
          
          
          (48,459
          )
          
          
          (7,603
          )Loss per share, basic and diluted
          
          $
          (0.01
          )
          
          $
          (0.00
          )Weighted average number of shares
          
          
          6,491,190
          
          
          
          4,140,750outstanding - basic and diluted 
 
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 3
 
 MASCOTA RESOURCES CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)Three Months EndedFebruary 28,2019
          
          
          2018Cash Flows from Operating ActivitiesNet loss
          
          $
          (48,459
          )
          
          $
          (7,603
          )Change in operating assets and liabilities:Accounts payable and accrued liabilities
          
          
          11,370
          
          
          
          2,080Accrued interest
          
          
          629
          
          
          
          877Accrued interest, related parties
          
          
          666
          
          
          
          177Net Cash used by Operating Activities
          
          
          (35,794
          )
          
          
          (4,469
          )Cash Flows from Investing ActivitiesLand improvements
          
          
          (42,800
          )
          
          
          -Net Cash used by Investing Activities
          
          
          (42,800
          )
          
          
          -Cash Flows from Financing ActivitiesProceeds from notes payable - related parties
          
          
          30,500
          
          
          
          5,216Net Cash provided by Financing Activities
          
          
          30,500
          
          
          
          5,216Net increase (decrease) in cash
          
          
          (48,094
          )
          
          
          747Cash at beginning of period
          
          
          49,380
          
          
          
          2,846Cash at end of period
          
          $
          1,286
          
          
          $
          3,593SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for:Interest
          
          $
          -
          
          
          $
          -Income taxes
          
          $
          -
          
          
          $
          - 
 
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 4
 MASCOTA RESOURCES CORP.
 CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)
 (UNAUDITED)
 
 CommonStock
          Preferred Stock
          Additionalpaid-incapital
          
          Accumulated
            Equity (Deficit)
          
          
          Total
            Stockholders’
            Equity
            (Deficit)Balance at November 30, 2017
          $
          4,141
          
          
          $
          500
          
          
          $
          160,753
          
          
          
          $
          (197,952
          )
          
          $
          (32,558Net loss
          
          -
          
          
          
          -
          
          
          
          -
          
          
          
          
          (7,603)
          
          
          
          (7,603)Balance at February
              28, 2018
          $
          4,141
          
          
          $
          500
          
          
          $
          160,753
          
          
          
          $
          (205,555)
          
          
          $
          (40,161)Balance at November 30, 2018
          $
          6,491
          
          
          $
          500
          
          
          $
          286,611
          
          
          
          $
          (242,048)
          
          
          $
          51,554Net loss
          
          -
          
          
          
          -
          
          
          
          -
          
          
          
          
          (48,459)
          
          
          
          (48,459)Balance at
              February 28, 2019
          $
          6,491
          
          
          $
          500
          
          
          $
          286,611
          
          
          
          $
          290,507
          
          
          $
          3,095 
 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 5
 
 
 MASCOTA RESOURCES CORP.
 Notes to Unaudited Condensed Consolidated Financial Statements
 For the Three Months Ended
 February 28, 2019
 
 Note 1.     Basis of presentation
 
 While the information presented in the accompanying February 28, 2019 financial statements is unaudited, it includes all adjustments which
        are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. In
        the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Certain information and
        footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These financial statements should be read in
        conjunction with the Company’s November 30, 2018 financial statements (and notes thereto). Operating results for the three months ended February 28, 2019 are not necessarily indicative of the results that can be expected for the year ending
        November 30, 2019.
 
 The accompanying financial statements represent the consolidated
          operations of Mascota Resources Corp. (“MRC”) and Great Northern Properties, Inc. (“GNP”) from the periods of formation (MRC) or acquisition (GNP) forward, prepared in accordance with accounting principles generally accepted in the United States
          of America (“US GAAP”).  All intercompany transactions have been eliminated, andall amounts are presented in the US Dollar.The consolidated entity is referred
          to as“the Company,” “we,” “us,” or “our.”
 
 Note 2. Business
 
 Nature of Operations
 
 MRC was incorporated in Nevada on November 3, 2011.  MRC was formed for the purpose of acquiring exploration and development stage mineral
        properties.
 
 On November 20, 2017, the Company acquired all of the
          outstanding shares of GNP for consideration of 250,000 shares of the Company’s restricted common stock valued at $5,000 ($0.02 per share), as well as promissory notes in the principal amount of $50,000, for total purchase price of $55,000. GNP
          was incorporated in Alaska on September 22, 2017 and had not engaged in any operations, other than the acquisition from its sole officer and director of a parcel of undeveloped land in Anchorage, Alaska.  The Company’s plans for this property are
          to build a triplex with three rental units, each of which will be approximately 1,200 sq. ft.  The promissory notes bear interest at 6% per year, are unsecured, and are due and payable on October 31, 2022 or upon the sale of the property in
          Anchorage, Alaska, whichever is the first to occur.  Prior to the acquisition, there were no significant common shareholdings or affiliations betweenthe MRC,
          GNP, or either entity’s shareholders.  As a result of the acquisition,MRC’s capital, operations, and management remained intact.  As such, the transaction was
          accounted for as a business purchase, whereby the Alaska property (GNP’s only balance sheet item) was recorded on the acquisition date at fair market value.
 
 Going Concern
 
 These financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will
        be able to meet its obligations and continue its operations in the ordinary course of business. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that
        would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has not yet achieved profitable operations, has accumulated losses of $(290,507), since
        its inception through February 28, 2019and expects to incur further losses in the development of its business, all of which casts substantial doubt about the
        Company’s ability to continue as a going concern.
 
 The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain
        the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers
        that the Company may be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.
 The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts
        of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 6
 Use of Estimates
 
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
          and assumptions that affect certain reported amounts and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results
          could differ from those estimated.
 
 Cash Equivalents
 
 The Company considers all short-term investments purchased with an original maturity of three months or less to be cash equivalents.
 
 Income Taxes
 
 We account for income taxes under the liability method, which requires recognition of deferred tax assets and liabilities for the expected
          future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of
          assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Current tax benefits are offset by a valuation allowance, as they are considered not likely to be realized in the foreseeable
          future.
 
 Net Income (Loss) Per Share
 
 In accordance with ASC 260 Earnings per
            Share, basic earnings per share ("EPS") is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive
          securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to
          be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is
          anti-dilutive.
 
 At February 28, 2019 and November 30, 2018, the Company had 1,015,000 Series A Warrants (Note 4) issued and outstanding.  Each warrant is
          exercisable into one share of the Company’s common stock. Their effect is anti-dilutive due to the Company’s continuing losses.  No additional potentially dilutive instruments were outstanding at February 28, 2019 or November 30, 2018.
 
 New Accounting Pronouncements
 
 The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of
          any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
 
 Employees
 
 The Company does not have any employees, other than Mark Rodenbeck who serves as the Company’s only officer.  Mr. Rodenbeck does not receive
        any compensation for his services to the Company.
 
 Note 3.     Long-Lived Assets
 
 On November 20, 2017the Companyacquired a parcel of undeveloped land in Anchorage, Alaska via its acquisition of 100% stock ownership of GNP. The Company's plans for this property are to build a triplex with 3 rental units,
          each of which will consist of approximately 1,200 sq. ft.  Upon acquisition, the land was recorded at its fair market value, which was deemed to be the value of the $55,000 in consideration paid for the GNP stock.  Land improvements are recorded
          at cost, which totaled $88,963 and $46,163 as of February 28, 2019 and November 30, 2018, respectively.  The Company intends to evaluate the land and land improvements for impairment periodically in accordance withASC 360Property, Plant, and Equipment.
 7
 
 Note 4.  Stockholders’ Equity
 
 The Company’s common stock is quoted under the symbol “MACR” on the OTC Pink tier operated by OTC Markets Group, Inc.  To date, an active
        trading market for the Company’s common stock has not developed.
 
 Preferred Stock
 
 The Company is authorized to issue 10,000,000 shares of its $0.01 par value preferred stock.  As of February 28, 2019, and November 30, 2018, the Company had 50,000 outstanding shares of preferred stock.  The preferred shares are not convertible into shares of the Company’s common stock.
 
 Common Stock
 
 As of February 28, 2019 and November 30, 2018, the
        Company had 6,491,190 outstanding shares of common stock.
 Warrants
 
 Between May 1, 2018 and November 15,
          2018, the Company sold 1,015,000 Units at a price of $.10 per Unit in a private offering, for total proceeds of $101,500.  Each Unit consisted of one share of our common stock and one Series A Warrant.  Each Series A warrant allows the holder to
          purchase one share of our common stock at a price of $1.00 per share at any time on or before June 1, 2019.
 
 Note 5.Notes Payable
 Notes Payable - Related Parties
 In connection with the Company's acquisition of GNP, on November 20, 2017 the Company issued a $5,000 unsecured note payable to GNP's
          former sole officer and director, Jerry Lewis, who became a director of the Company in February 2018.  The note carries a 6% interest rate and is payable upon the earlier of October 31, 2022 or the sale of the Company's Anchorage, Alaska property
          acquired from GNP.
 Mr. Lewis also loaned the Company $24,400 during August through
          November 2018, as well as an additional $30,500 during the three months ended February 28, 2019, resulting in a balance of $54,900 at February 28, 2019. The loans are unsecured, due on demand, and bear 6% interest per year.
 
 Accrued interest on the notes totaled $1,270 and $604 at February 28, 2019 and November 30, 2018, respectively.
 
 Notes Payable
 
 In connection with the Company’s acquisition of GNP, on November 20, 2017 the Company issued $45,000 in unsecured notes payable to two of
        GNP’s former shareholders, who each own approximately 1% of the Company's issued and outstanding common stock and have no further affiliation
          with the Company or GNP.  The notes carry a 6% interest rate and are payable upon the earlier of October 31, 2022 or the sale of the Company’s Anchorage, Alaska property acquired from GNP.  Accrued interest on the notes totaled $3,409 and
        $2,780 at February 28, 2019 and November 30, 2018, respectively.
 
 Note 6.     Related Party Transactions
 
 In support of the Company's efforts
          and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing.The Company engaged
        in related party transactions with related parties during the three months ended February 28, 2019 and 2018.  (See Note 5).
 8
 
 Note 7.      Subsequent Events
 
 The Company has evaluated subsequent events through the date these financial statements were issued.  There have been no additional
        subsequent events for which disclosure is required.
 
 
 ITEM 2.
              MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
 We did not conduct any operations during the three months ended February




          28, 2019 or 2018.
 
 On November 20, 2017 we acquired all of the outstanding shares of Great Northern Properties, Inc. ("GNP") for consideration of 250,000 shares
        of our restricted common stock valued at $5,000 ($0.02 per share), as well as promissory notes in the principal amount of $50,000, for total purchase price of $55,000. The promissory notes bear interest at 6% per year and are due and payable on
        October 31, 2022 or the sale of this property in Anchorage, Alaska, whichever is the first to occur.  We plan to build a triplex with 3 rental units, each of which will consist of approximately 1,200 sq. ft., on this property.  In August 2018 we
        applied for a construction permit and began soil testing for the project.
 
 During the three months ended February 28, 2019 our operating expenses increased by $40,615 as compared to the three months ended February
        28, 2018.  The increase is due to the Company having significant engineering service fees required for the Alaska property that were expensed in the three months ended February 28, 2019.  Net loss increased by $40,856 as compared to the three
        months ended February 28, 2018 due to these engineering fees.  .
 
 The factors that will most significantly affect future operating results will be:
 
 ·
            Ability to raise capital to construct residential properties
 ·
            Condition of housing market in Anchorage, Alaska
 ·
            Interest rates
 
 Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material
        impact on our revenues or expenses.
 
 Between May 1, 2018 and November 15, 2018, we sold 1,025,000 Units at a price of $.10 per Unit in a private offering, for total proceeds of
        $102,500.  Each Unit consisted of one share of our common stock and one Series A Warrant.  Each Series A warrant allows the holder to purchase one share of our common stock at a price of $1.00 per share at any time on or before June 1, 2019.
 
 During the three months ended February 28, 2019, Jerry Lewis, one of our directors, loaned us $30,500 for working capital.  The loan is
        unsecured, due on demand, and bears 6% interest per year.
 
 In February 2018, an unaffiliated investor loaned us $5,216.  The loan was evidenced by a promissory note that was due and payable in
        February 2019 and bore interest at 6% per year.  In August 2018 the note was converted into 263,561 shares of our common stock.
 
 Other than $600,000 needed to construct the triplex we plan to build in Alaska, we do not anticipate any materialcapital requirements for the twelve months ending February 28, 2020.
 
 We do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in,
        our liquidity increasing or decreasing in any material way.
 
 ·
            know of any significant changes in our expected sources and uses of cash.
 ·
            have any commitments or arrangements from any person to provide us with any equity capital.
 
 We have relied on advances from related parties until such time that we can earn revenue to support our operations or obtain financing
        through sales of our equity or securities.  There is no formal written commitment from any person to provide us with capital.
 9
 
 ITEM 4.
              CONTROLS AND PROCEDURES
 
 Disclosure Controls and Procedures
 
 We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of February 28, 2019.  This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive and Financial Officer.
 
 Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in
        our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and
        procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief
        Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
 
 Based upon that evaluation, our Chief Executive and Financial Officer concluded that our disclosure controls and procedures were not
        effective as of the end of the period covered by this report.
 
 Changes in Internal Control over Financial Reporting
 
 There have been no changes in our internal control over financial reporting that occurred during the period ended February 28, 2019that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 10
 
 
 PART II
 
 Item 6.  Exhibits
 
 Exhibits
 
 31.1
              Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 31.2
              Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 32
              Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
 11
 SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
        signed on its behalf by the undersigned thereunto duly authorized.
 
 MASCOTA RESOURCES CORP.
 
 /s/Mark Rodenbeck
 Mark Rodenbeck, Principal Executive and Financial Officer
 12