Mascot Ventures, Inc. 10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment 1

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ____

Commission File No. 000-54298

MASCOT VENTURES INC.

(Exact name of registrant as specified in its charter)


Nevada	80-0818756
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4745 W. 136th Street

Leawood, KS 66224

(Address of principal executive offices, zip code)

913-871-4336

(Registrant’s telephone number, including area code)

1802 North Carson Street, Suite 212

Carson City, Nevada 89701

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the issuer (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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No X

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 ☐ (Do not check if a smaller reporting company) Smaller reporting company X

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 19, 2013, there were 11,860,000 shares of common stock, $0.001 par value per share, outstanding.

MASCOT VENTURES INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JULY 31, 2013

INDEX


Index			Page

Part I.	Financial Information
	Item 1.	Financial Statements

		Balance Sheets as of July 31, 2013 (unaudited) and October 31, 2012.	5

		Statements of Operations for the three and nine months ended July 31, 2013 and 2012, and the period from September 25, 2007 (Inception) to July 31, 2013 (unaudited).	6

		Statements of Cash Flows for the nine months ended July 31, 2013 and 2012, and the period from September 25, 2007 (Inception) through July 31, 2013 (unaudited).	7

		Notes to Financial Statements (unaudited).	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12

	Item 4.	Controls and Procedures.	12

Part II.	Other Information
	Item 1.	Legal Proceedings.	13

	Item 1A.	Risk Factors	13

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13

	Item 3.	Defaults Upon Senior Securities.	13

	Item 4.	Mining Safety Disclosures.	13

	Item 5.	Other Information.	13

	Item 6.	Exhibits.	13

Signatures			14

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Mascot Ventures Inc., a Nevada corporation (the “Company”), 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 shareholders 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-Q, 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.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


MASCOT VENTURES INC
(A Development Stage Company)
Balance Sheets (Unaudited)

			July 31, 2013		October 31, 2012

ASSETS
	Current Assets
	Cash and cash equivalents	$	8,343	$	5
	Total current assets		8,343		5

	Other Assets
	Mining Claim		-		6,500
	TOTAL ASSETS	$	8,343	$	6,505

LIABILITIES & STOCKHOLDERS' DEFICIT

	Current Liabilities
	Accounts payable and accrued expense	$	95,889	$	4,478
	Advances from shareholder		64,282		52,488
	Total Current Liabilities		160,171		56,966
	Convertible note payable, net of discount of $37,181 and $0 at July 31, 2013 and October 31, 2012, respectively		2,819		-
	Derivative Liability		54,795		-
	TOTAL LIABILITIES		217,785		56,966

	STOCKHOLDERS' DEFICIT
	Common stock $0.001 par value, 75,000,000 shares authorized
	11,860,000 shares issued and outstanding at July 31, 2013
	and October 31, 2012, respectively		11,860		11,860
	Additional paid-in capital		137,640		130,140
	Deficit accumulated during development stage		(358,942)		(192,461)
	TOTAL STOCKHOLDERS' DEFICIT		(209,442)		(50,461)

	TOTAL LIABILITIES AND
	STOCKHOLDERS' DEFICIT	$	8,343	$	6,505

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

MASCOT VENTURES INC

(A Development Stage Company)

Statements of Operations

(Unaudited)

Three Months Ended

Nine Months Ended

Inception (September 25, 2007) Through

July 31, 2013

July 31, 2012

July 31, 2013

July 31, 2012

July 31, 2013

Operating Costs

General and Administrative

126,377

9,206

142,229

38,945

335,602

Impairment Loss

6,500

Total Operating Costs

(126,377)

(9,206)

(148,729)

(38,945)

(342,102)

Interest Expense

(2,957)

Derivative Expense

(14,795)

Interest Income

912

Net Loss

(144,129)

(9,206)

(166,481)

(38,945)

(358,942)

Net Loss per share basic and diluted

(0.01)

(0.00)

(0.01)

(0.00)

Weighted average number of

common shares outstanding

basic and diluted

11,860,000

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

PAGE LEFT INTENTIONALLY BLANK


MASCOT VENTURES INC (A Development Stage Company) Statements of Cash Flows (Unaudited)

							Inception
							(September 25, 2007)
			Nine Months Ended		Nine Months Ended		Through
			July 31, 2013		July 31, 2012		July 31, 2013
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(166,481)	$	(38,945)	$	(358,942)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Donated services		7,500		13,500		99,000
	Impairment loss		6,500		-		6,500
	Amortization of debt discount		2,819		-		2,819
	Derivative expense		14,795		-		14,795
	Changes in operating assets and liabilities:
	Accounts Payable		91,248		2,624		95,726
	Accrued Interest		138		-		138
	*Net cash used in operating activities*		(43,481)		(22,821)		(139,964)

	CASH FLOWS FROM INVESTING ACTIVITIES
	Acquisition of mining claim		-		-		(6,500)
	*Net cash used in investing activities*		-		-		(6,500)

	CASH FLOWS FROM FINANCING ACTIVITIES

	Proceeds from shareholder loan		11,794		(112)		64,282
	Proceeds from advances from consultant		25		-		25
	Proceeds from issuance of convertible note		40,000		-		40,000
	Issuance of common stock for cash		-		-		50,500
	*Net cash provided by(used in) financing activities*		51,819		(112)		154,807

	*Net change in cash and cash equivalents*		8,338		(22,933)		8,343

	*Cash and cash equivalents at beginning of period*		5		22,938		-
	*Cash and cash equivalents at end of period*	$	8,343	$	5	$	8,343

	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Cash paid for :
	Interest	$	-	$	-	$	-
	Income Taxes	$	-	$	-	$	-

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

MASCOT VENTURES INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

(A Development Stage Company)

July 31,2013

(Unaudited)

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.

The accompanying unaudited interim financial statements of Mascot Ventures Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10K annual report filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012, as reported, have been omitted.

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 substantial 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. RELATED PARTY TRANSACTIONS

The President of the Company has provided management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President had 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 $99,000 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 March 31, 2013. This has been discontinued as of March 31, 2013 due to the President’s resignation. During the nine months ended July 31, 2013, the Company incurred $81,314 in operating expenses advanced to the Company by JDB Consulting, LLC which is owned by the CEO of the Company. Those advances have been deemed consulting fees due to JDB Consulting, LLC upon feasibility of repayment.

3. ADVANCES FROM RELATED PARTY (SHAREHOLDER)

As of July 31, 2013, the majority shareholder advanced the Company a total of $64,282 in order to assist in meeting general and administrative expenses. This advance carries no interest or maturity date and is unsecured.

4. CONVERTIBLE NOTES PAYABLE

On July 22, 2013, the Company issued a convertible note (the “Note”) dated July 22, 2013 to Aldebourne Ltd. in connection with a $40,000 working capital loan to the Company. The terms and conditions of such Note allow for the prepayment of principle and accrued interest upon three (3) days’ written notice to the holder. The Company may pay 150% of the entire outstanding principal

amount of the note plus any accrued or unpaid interest. The note holder retains the right to convert, at any time, the outstanding principle and accrued interest into shares of the Company’s common stock at a conversion price equal to 70% of the average lowest trading price for the five trading days prior to the conversion date. The Company recorded a discount of $40,000 related to the derivative liability at inception and a derivative expense of $14,795 at inception. The interest rate is 14% per annum and the maturity date is July 21, 2015. The total accrued interest as of July 31, 2013 is $138.

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

The following information should be read in conjunction with (i) the financial statements of Mascot Ventures Inc., a Nevada corporation and exploration-stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the October 31, 2012 audited financial statements and related notes included in the Company’s Annual Report on Form 10-K (File No. 000-54298), as filed with the Securities and Exchange Commission on January 23, 2013. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements

OVERVIEW

Mascot Ventures Inc. (the “Company”) was incorporated in the State of Nevada on September 25, 2007 and established a fiscal year end of October 31. It is a development stage company.

Going Concern

To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing we endeavor to obtain, as described in our Annual Report on Form 10-K (File No. 000-54298), as filed with the Securities and Exchange Commission on January 23, 2013, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed from the proceeds of share subscriptions and loans from shareholders. From our inception to July 31, 2013, we have raised a total of $50,500 from private offerings of our common stock and received proceeds of $64,282 from a shareholder.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Basis of Presentation

The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial and tax reporting purposes.

Cash and Cash Equivalent

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification “ASC 830”, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Basic and Diluted Net Loss Per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.

Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

PLAN OF OPERATION

As of April 15, 2013, when the Company entered into a Reorganization and Exclusive Sponsorship Licensing Agreement with JBD Consulting LLC and Mobile Mone, Inc. (the “Licensing Agreement”), as detailed in the Form 8-K filed on April 17, 2013, we have abandoned previous plans to exploration of our mineral rights claims. Pursuant to the Licensing Agreement, we intend to begin operations as an exclusive provider of mobile banking services under the license of JBD Consulting LLC and Mobile Mone products and services. The Mobile Mone product allows participants to utilize mobile telephone technology to transfer and exchange money via a mobile device or email. Our revenues will be derived on a commission basis duly scheduled in the Licensing Agreement.

The conditions precedent to the closing of the Licensing Agreement have not been met and thus the Licensing Agreement is not yet effective. However, management has continued operations in developing the software and marketing to venders and service providers.

Over the next twelve months we intend to build our operations and staff to implement our long term goals. We are currently engaging key personnel in compliance, marketing and software development. Over the 40-45 days following closing of the Licensing Agreement, we plan on staffing our sales team with National, Regional, and Local sales representatives as well as support staff and territorially based strategic partners.

We expect to begin utilizing our sales staff immediately and see real sales revenues within 13-14 weeks and begin hitting long term projection goals by the 24^th week of operation. During this time we will begin to scale our marketing material, training programs and resource centers for staff and potential clients alike.

Results of Operations

The three and nine months ended July 31, 2013, and the period from September 25, 2007 (Inception) to July 31, 2013

We recorded no revenues for the three and nine months ended July 31, 2013. From the period of September 25, 2007 (inception) to July 31, 2013, we recorded no revenues.

For the three months ending July 31, 2013, administrative expenses was $126,377, interest expense was $2,957, and derivative expense was $14,795. For the three months ending July 31, 2012, general and administrative expenses were $9,206.

For the nine months ending July 31, 2013, impairment loss was $6,500 and general and administrative expenses were $142,229, of which management fees were $5,000, interest expense was $2,957, and derivative expense was $14,795. For the nine months ending July 31, 2012, general and administrative expenses were $38,945.

Operating expenses, consisting solely of general and administrative expenses in the fiscal quarter ended July 31, 2013, consisted primarily of management fees, rent, filing fees, share transfer fees, accounting fees, consulting fees and service providers for marketing and software development.

From the period of September 25, 2007 (inception) to July 31, 2013, we incurred operating expenses of $342,102.

Liquidity and Capital Resources

At July 31, 2013, we had a cash balance of $8,343. We do not have sufficient cash on hand to commence building our sales staff or to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our sales program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to build our sales platform and continue to develop the software and our business will fail.

ITEM 3. 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 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure 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 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 July 31, 2013.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

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 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINING SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.


Number		Description

3.1		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 and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-164845), as filed with the Securities and Exchange Commission on February 2, 2010.

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.


	MASCOT VENTURES INC.
	(Name of Registrant)

Date: September 24, 2013	By:	/s/ Don Latson
		Name: Don Latson
		Title: President and Chief Executive Officer, principal accounting officer and principal financial officer

EXHIBIT INDEX


Number		Description

3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-164845), as filed with the Securities and Exchange Commission on February 2, 2010.

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF MASCOT VENTURES INC.

I, Don Latson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Mascot Ventures Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: September 24, 2013	/s/ Don Latson
	Don Latson
	President and Chief Executive Officer, principal accounting officer and
	principal financial officer

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF MASCOT VENTURES INC.

In connection with the accompanying Quarterly Report on Form 10-Q of Mascot Ventures Inc. for the quarter ended July 31, 2013, the undersigned, Don Latson, President and Chief Executive Officer, principal accounting officer and principal financial officer, of Mascot Ventures Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Quarterly Report on Form 10-Q for the quarter ended July 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended July 31, 2013 fairly presents, in all material respects, the financial condition and results of operations of Mascot Ventures Inc.

Date: September 24, 2013


	/s/ Don Latson
	Don Latson
	President and Chief Executive Officer, principal accounting officer and
	principal financial officer

Non-Cash Investing and Financing Activities:

Debt discount on convertible note

40,000

40,000