SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


AMENDMENT 1 TO

FORM 10-Q


[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities

Exchange Act of 1934 for Quarterly Period Ended December 31, 2011

-OR-


[ ] Transition Report Pursuant to Section 13 or 15(d) of the

Securities And Exchange Act of 1934 for the transaction period from

_________ to________


Commission File Number 000-28629


Mascot Properties, Inc.

(Exact name of Registrant in its charter)


Nevada

 

27-0607116

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification Number)


7985 113th Street, Suite 220

Seminole, Florida

 

33772

(Address of Principal Executive Offices)

 

(Zip Code)


Registrant's Telephone Number, Including Area Code: (727) 393-7439


Indicate by check mark whether the issuer (1) 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 (section 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-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):




Large accelerated filer        [  ]

 

Non-accelerated filer             [  ]

Accelerated filer                 [  ]

 

Smaller reporting company   [x]


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


The number of outstanding shares of the registrant's common stock, February 24, 2012:  Common Stock – 104,208,000


2



Explanatory Note


This Amendment 1 to the Form 10-Q for the quarter ended December 31, 2011 of the registrant, originally filed with the Securities and Exchange Commission on February 6, 2012 amends the original Form 10-Q in the manner described below.


Amendment 1 is being filed solely to attach the corrected XBRL exhibits.


Pursuant to SEC rules, we have included currently-dated certifications from our chief executive officer and our chief financial officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.


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.


Dated: February 24, 2012


MASCOT PROPERTIES, INC.


By: /s/David Dreslin

David Dreslin

Chief Executive Officer,

Principal Financial Officer


Exhibits


    Exhibit 31 - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    Exhibit 32 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    101.INS**   XBRL Instance Document

    101.SCH**   XBRL Taxonomy Extension Schema Document

    101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

    101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

    101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

    101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

All above mentioned exhibits filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


3


Exhibit 31

 

 

302 CERTIFICATION


I, David Dreslin, certify that:


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


         2. Based on my knowledge, this 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 report;


         3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;


         4. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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. I have disclosed, based on my 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: February 24, 2012

/s/ David Dreslin

David Dreslin

Chief Executive Officer

Principal Financial Officer

 
 

Exhibit 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


The undersigned officer of Mascot Properties, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/David Dreslin

David Dreslin

Chief Executive Officer

Principal Financial Officer


February 24, 2012