If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box |X|

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Summary

Mascota Resources Corp.

The Company

We are an exploration stage mineral exploration company incorporated in Nevada on November 3, 2011.  On November 10, 2011, we incorporated a wholly-owned subsidiary, MRC Exploration LLC in the state of Nevada, for the purposes of mineral exploration. On May 3, 2013, our consulting geologist acquired a 100% legal and beneficial ownership interest in the MC00000266 mining claim (hereafter the “Mineral Claim”) which he holds in trust for us. The Mineral Claim is located in the Northeast Athabasca Basin, in the Province of Saskatchewan, Canada.  It is located on provincial lands administered by the Province of Saskatchewan.  The legal and ownership rights on the claim are limited to the exploration and extraction of mineral deposits subject to applicable regulations.  The Mineral Claim totals roughly 2,014 acres or 3.15 square miles in size and is located approximately 25 miles north of the community of Points North, Saskatchewan.

The Mineral Claim comprises an irregular shaped block approximately 3 miles long and 1 mile wide located approximately 6 miles east of a significant uranium occurrence known as Laroque Lake. Our claims adjoin claims owned by Cameco Corporation, Denison Mines, Areva Resources Canada Inc, and Purepoint Uranium Group Inc. Historic exploration work shows that the claims are located within an area that has potential for uranium mineralization.

Further exploration activities beyond our currently planned exploration programs will be dependent upon a number of factors, including our consulting geologist’s recommendations based upon the exploration program results, and our available funds.

Since we are in the exploration stage of our business plan, we have not yet earned any revenues from our planned operations. As of May 31, 2013, we had $2,625 cash on hand, $2,000 prepaid expenses and current liabilities in the amount of $800. Accordingly, our working capital position as of May 31, 2013 was $3,825.  Since our inception through May 31, 2013, we have incurred a net loss of $44,928.  On June 4, 2013, our sole director and officer loaned us $10,000. We attribute our net loss to having no revenues to offset our expenses and the professional fees related to the creation and operation of our business.  Our management estimates that, until such time that we are able to identify a commercially viable mineral deposit and to generate revenue from the extraction of uranium on our Mineral Claim, we will continue to experience negative cash flow. Our business plan is to pursue exploration of the Mineral Claim as described in this Prospectus.  We do not have any current or future plans to engage in mergers or acquisitions with other companies or entities.

The costs of our proposed Phase I and Phase II exploration programs are in Canadian dollars. For purposes of this Prospectus the Canadian dollar and the United States dollar are considered to be at par value.

Our fiscal year end is November 30.  Our principal offices are located at PO Box 64, Calle Columbia 1014, Colonia 5 de Diciembre, Puerto Vallarta, CP48351, Jalisco, México. Our telephone number is 702-997-2546.

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Risk Factors

You should consider each of the following risk factors and any other information set forth herein and in our reports filed with the SEC, including our financial statements and related notes, in evaluating our business and prospects. The risks and uncertainties described below are not the only ones that impact on our operations and business. Additional risks and uncertainties not presently known to us, or that we currently consider immaterial, may also impair our business or operations. If any of the following risks actually occur, our business and financial results or prospects could be harmed. In that case, the value of the Common Stock could decline.

In the event that we are able to complete this Offering at or near the maximum offering amount, we estimate that our funds will be sufficient to complete Phase I of our planned exploration program and to meet our expected legal and account expenses through the end of the second quarter of our fiscal year beginning December 1, 2013.  If significant additional exploration activities beyond the plans outlined in this Prospectus are warranted and recommended by our consulting geologist, we will likely require additional financing in order to move forward with our exploration of the claim.  We currently do not have any operations and we have no income. In addition, we will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  If our exploration programs are successful in discovering commercially exploitable reserves, we will require significant additional funds in order to place the Mineral Claim into production. We currently do not have any firm arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for uranium and the costs of exploring for or commercial production of this material. These factors may make the necessary timing, amount, terms or conditions of additional financing unavailable to us.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  The actual results could differ materially from our forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

Use of Proceeds

The net proceeds to us from the sale of up to 1,900,000 shares of common stock offered at a public offering price of $0.0075 per share will vary depending upon the total number of shares sold. The following table summarizes, in order of priority the anticipated application of the proceeds we will receive from this Offering if the maximum number of shares is sold:

1 Commissions : Shares will be offered and sold by us without special compensation or other remuneration for such efforts. We do not plan to enter into agreements with finders or securities broker-dealers whereby the finders or broker-dealers would be involved in the sale of the Shares to the investors. Shares will be sold directly by us, and no fee or commission will be paid.

2 Mineral exploration : We intend to use approximately $10,250 of the net proceeds of this Offering to perform Phase I of our mineral exploration plan on our Mineral Claim.

3 Legal and accounting :  A portion of the proceeds will be used to pay legal, accounting, and related compliance costs to be incurred on a periodic basis as a result of our becoming a public company. Our legal expenses incurred in connection with this Offering will be paid from cash currently on hand. Other expenses associated with this Offering will be paid from a combination of cash on hand and funds to be received as-needed from our sole officer and director, Maria Ponce.  Ms. Ponce has committed to fund our basic legal and accounting compliance expenses through additional infusions of debt capital on an as-needed basis.  This commitment is not the subject of a formal written agreement with us, and there are no specific limits as to time or dollar amount.

In the event that less than the maximum number of shares is sold we anticipate application of the proceeds we will receive from this Offering, in order of priority, will be as follows:

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(1) Phase 1 of our business plan calls for a work program on our Mineral Claim which cannot be scaled back. Were full funding not available at the time of the commencement of Phase I, the recommended work program would be deferred until such time as cash on hand were available and/or through additional infusions of debt capital on an as-needed basis from our sole officer and director, Ms. Ponce.

(2) These figures reflect the intended use of offering proceeds for legal and accounting expenses, and not our total annual budget for these items. The legal and accounting costs of this Offering will be paid from cash on hand and/or through additional infusions of debt capital on an as-needed basis from our sole officer and director, Ms. Ponce.

Dilution

Purchasers of our securities in this offering will experience immediate and substantial dilution in the net tangible book value of their common stock from the initial public offering price.

The historical net tangible assets as of May 31, 2013 were ($29,928) or approximately ($0.015) per share. Historical net tangible book value per share of common stock is equal to our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of May 31, 2013.  Adjusted to give effect to the receipt of net proceeds from the sale of the maximum of 1,900,000 shares of common stock for $14,250, net tangible book value will be approximately $($0.0040) per share.  This will represent an immediate increase in net tangible book value from $(0.0016) per share to $(0.0012) per share to existing stockholders and an immediate and substantial dilution from $0.0075 per share to  $0.0035 per share, or approximately 53.6%, to new investors purchasing our securities in this offering. Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma net tangible book value per share of our common stock immediately following this offering.

The following table sets forth as of May 31, 2013, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in this offering if new investors purchase the maximum offering, assuming a purchase price in this offering of $0.0075 per share of common stock.

Plan Of Distribution

Description of Securities

Our authorized capital stock consists of 90,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.   As of May 31, 2013, there were 2,000,000 shares of our common stock issued and outstanding.  Our shares are currently held by one (1) stockholder of record. We have not issued any shares of preferred stock.

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Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by  our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

Our board of directors may become authorized to authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:

1.

The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title;

2.

The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;

3.

Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

4.

Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;

5.

Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

6.

Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

7.

The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;

8.

Any other relative rights, preferences and limitations of that series

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Provisions in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control

Our articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a "blank check" preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred stock.

In each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director's authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Cane Clark LLP, our independent legal counsel, has provided an opinion on the validity of our common stock.

DeJoya Griffith, LLC, have audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report.  DeJoya Griffith, LLC has presented their report with respect to our audited financial statements.  The report of DeJoya Griffith, LLC is included in reliance upon their authority as experts in accounting and auditing.

Description of Business

Principal Place of Business

Our principal business address  is;  PO Box 64., Calle Colombia #1014, Colonia 5 de Diciembre, Puerto Vallarta, CP 48351, Jalisco, Mexico. Our sole officer and director provides space for our business operations free of charge. Our registered office is 50 West Liberty Street, Suite 880, Reno, Nevada, 89501.

In General

We are an exploration stage company engaged in the exploration of a mineral property.  Our consulting geologist, Mr. Carl von Einsiedel, is the registered owner of a 100% interest in mineral claim MC00000266, which he holds in trust for us pursuant to a Mineral Claim Trust Agreement, dated May 3, 2013. The claim was issued to our consulting geologist by the Government of the Province of Saskatchewan. The claim consists of 1 block consisting of 2,014 acres or approximately 3.15 square miles.

Exploration of our Mineral Claim is required before a determination as to their viability can be made. The property is located in the Athabasca Basin of Northern Saskatchewan on lands owned by the Province of Saskatchewan.    All of the property comprising the Mineral Claim was staked pursuant to the Saskatchewan online tenure system. See, “Provincial Mining Regulations,” below.  

Our consulting geologist has recommended that Phase I of exploration work on our Mineral Claim consist of boulder prospecting to determine if samples of the Athabasca sandstone exposed within the claim area exhibits the characteristic Illite alteration.  The total estimated cost of the proposed Phase I program is $15,000.  In the event that Illite alteration is present within the claim area a follow up program of ground geophysical surveys would be warranted at a cost of $140,000.

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Our planned additional exploration activities will be designed to explore for additional indications that our Mineral Claim may contain commercially viable quantities of uranium. We have not identified commercially exploitable reserves of uranium on our Mineral Claim to date.  We are an exploration stage company and there is no assurance that commercially viable uranium quantities exist on our Mineral Claim.  In addition, our sole officer and director, Ms. Ponce, has not yet visited the property.  As a result, we may face an enhanced risk that, upon management’s physical examination of our Mineral Claim, no commercially viable deposits of gold or other minerals will be located.  

Our Mineral Claim is without known reserves and our proposed program is exploratory in nature.

Location and Means of Access to our Mineral Claim

Our Mineral Claim is located in a remote area approximately 245 miles north of the city of La Ronge, Saskatchewan.  There is a government maintained highway 905 that connects La Ronge to the community of Points North which is approximately 24 miles south of the Property.  There are no existing access roads to the Property and the only way to access the Property is by helicopter or float equipped aircraft from Points North approximately 24 miles the south.  There is also a gravel access road that passes within 12 miles of the Property which connects Points North to the community of Stony Rapids approximately 122 miles northwest of the Property.  Alternatively the Property can be accessed by helicopter from Fort McMurray in northern Alberta approximately 153 miles to the south west.  Figure 1 shows the general project location and Figure 2 shows access and the location of the subject claim relative to known uranium mines and prospects.  

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Geology and Potential Uranium Sources on Our Mineral Claim

The Athabasca Basin has been a focus for uranium exploration since the 1960’s and has seen three periods of intense uranium exploration. The first was in the late 1960s, when uranium deposits were discovered at Rabbit Lake in the eastern part of the basin and at Cluff Lake in the west central part of the basin.  Most of the known uranium occurrences and operating uranium mines are located in the eastern part of the Athabasca Basin.  The second began in 1975 when the Key lake deposit was discovered in the eastern part of the basin and continued into the 1980s. The third began in 2004 after the McArthur River deposit was discovered and uranium prices began to rise again.  Plate 1 shows the location of the known uranium deposits in the Athabasca Basin.  Figure 1 and 2 are regional scale maps showing the location of MC00000266 relative to the Mineral Claim, access roads, and advanced exploration prospects / operating uranium mines within the north eastern part of the Athabasca Basin.

The Athabasca Basin is a flat-lying sedimentary basin dominated by unmetamorphised sandstone of Helikian (mid-Proterozoic) age, which occupies a large part of northern Saskatchewan. It rests unconformably on earlier crystalline rocks, in the area of the property these belong to the Wollaston Domain and the Mudjatik Domain, a subdivision of the Churchill Province of the Canadian Shield, which comprises Aphebian (early Proterozoic) metasediments, interfolded with granitoid Archean “domes”. The unconformity at the base of the Athabasca Basin is directly associated with high grade uranium deposits.  In the general vicinity of MC00000266 the unconformity has been intersected at depths approximately 200 - 300 meters.

The Property is located in a remote area approximately 240 miles north of the city of LaRonge.  There is a government maintained highway 905 that connects LaRonge to the community of Points North which is approximately 24 miles south of the Property.  There are no existing access roads to the Property and the best way to access the Property is by helicopter or float equipped aircraft from Points North.  

The subject Property comprises an irregular shaped block approximately 3 miles long and 1 mile wide located approximately 6 miles east of a significant uranium occurrence known as Laroque Lake (discovered by Cameco in the 1998).  The claims adjoin claims owned by Cameco Corporation, Denison Mines, Areva Resources Canada Inc. and Purepoint Uranium Group Inc.  Historic exploration work shows that the claims are located within an area that is prospective for uranium mineralization.

Unconformity-related uranium deposits are a specific type with well-defined characteristics. They occur at and/or above and/or below the unconformity at the base of sandstone-dominated basins, usually of mid to late-Proterozoic age. Deposits at or above the unconformity tend to be flat-lying, often have a complex mineralogy with pitchblende, coffinite and cobalt-nickel arsenides, and may have very high grades. Deposits hosted in basement rocks tend to be steeply dipping, have simpler mineralogy with pitchblende and coffinite only, and have lower grades. They are often associated closely with graphitic metasediments in the basement rocks (hence the use of electromagnetic surveys to locate buried deposits has been very successful), as well as faults and especially the intersections of faults, thought to provide channelways for mineralizing solutions.

Alteration in the form of anomalous clay and other minerals (illite, kaolinite, chlorite, dravite), and geochemical enrichment in uranium and pathfinder elements, tend to form haloes in the overlying sandstones, which are useful in exploring for buried deposits. In the eastern Athabasca Basin where the basement rocks belong to the Wollaston Domain, uranium deposits often lie close to the “triple unconformity” where the basin rocks overlie basement Aphebian metasediments close to their own unconformable contact with the Archean “domes”.

Regional work in the southeastern Athabasca Basin has partially defined regional-scale illite alteration anomalies within Athabasca sandstone, which include an area enclosing the Laroque Lake occurrence and various other uranium occurrences to the southeast of the subject Property.  Plate 2 shows the distribution of known illite alteration zones in the eastern part of the basin. According to the online exploration database maintained by the Saskatchewan government alteration and uranium mineralization has been identified by various mining exploration companies on mineral claims adjoining MC00000266.

According to Fayak, the 1996 uranium occurrences in the Athabasca Basin can be classified into two basic types - Simple (lower uranium content) and Complex (higher uranium content and an association with Nickle, Cobalt, Copper and Arsenic).  Plate 3 shows the differences between the basic types.

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According to geologists Earle and Sopuck, the uranium occurrences found in 1989 in the northern part of the Athabasca Basin are associated with de-silicification and Illite alteration of the overlying sandstones.  Plate 4 shows the typical illite alteration halo associated with Simple type deposits in the eastern part of the Athabasca Basin.  

Field visits on exploration-level uranium properties in the Athabasca Basin  seldom yield any direct information that has a use in exploration programs, other than assessing access routes, camp sites, terrain types etc., that may assist the logistics of a such programs. Outcrops are very scarce in the Athabasca Basin, due to the generally friable nature of the Athabasca sandstones, and locally derived boulders in glacial till are usually the only medium by which rocks on the property can be examined.

Even if outcrops are present, the target of exploration is uranium mineralization at or close to the unconformity where the Athabasca sandstone rests on older basement rocks. In the case of the MC00000266 Property, the unconformity lies about 200 to 300 metres below the surface. Unconformity-related uranium deposits often have alteration haloes that extend upwards through the overlying sandstone for hundreds of metres, and may be detected at surface by geochemical and/or mineralogical analysis. However, such alteration is usually not evident to a visual inspection.

Compilation of the historic exploration work completed in the northeastern part of the Athabasca Basin indicates that known uranium occurrences are associated with faulting in basement rocks and alteration in the overlying sandstones.  Based on published technical data available from the Saskatchewan government there appear to be untested structural lineaments within MC00000266 and several lake and rock samples that exhibit elevated uranium and pathfinder elements located in the general area of MC00000266 however, no surface work or sampling appears to have been completed within the subject claim area.

It is recommended that the next stage of exploration work (Stage 1) on MC00000266 Property consist of boulder prospecting to determine if samples of the Athabasca sandstone exposed within the claim area exhibits the characteristic Illite alteration documented by Earle and Sopuck, in 1989.

Regional Geology of the Athabasca Basin showing uranium known deposits

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Alteration mapping showing Illite alteration zones associated with known uranium deposits in the Eastern part of the Athabasca Basin

Classification of unconformity of uranium deposits

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Comparison of alteration patterns associated with unconformity type deposits

History of Mineral Exploration on our Mineral Claim

To our knowledge there has been no prior mineral exploration programs carried out on our claim.

Ownership of our Mineral Claim

Our consulting geologist, Mr. Carl von Einsiedel, is the registered owner of a 100% interest in our Mineral Claim, mineral claim MC00000266, which he holds in trust for us pursuant to a Mineral Claim Trust Agreement, dated May 3, 2013. The claim was issued to our consulting geologist by the Government of the Province of Saskatchewan. The claim consists of 1 block consisting of 2,014 acres or approximately 3.15 square miles.

Current Condition of our Mineral Claim

Our mineral claim is unimproved.

Competition

The mineral exploration industry, in general, is intensely competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves.

Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims.  We were incorporated on November 3, 2011 and our operations are not well-established.  Our resources at the present time are limited.  We may exhaust all of our resources and be unable to complete full exploration of our Mineral Claim.  There is also significant competition to retain qualified personnel to assist in conducting mineral exploration activities.   If a commercially viable deposit is found to exist and we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations.  These factors set forth above could inhibit our ability to compete with other companies in the industry and enter into production of the mineral claim if a commercial viable deposit is found to exist.

Numerous factors beyond our control may affect the marketability of any substances discovered.  These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.  The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

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Provincial Mining Regulations

In the view of our consulting geologist there are no environmental liabilities associated with our phase I mineral exploration program on our Mineral Claim. The early exploration nature of our exploration activities on the property does not lend itself to creating significant environmental hazards.

In order to carry out exploration in Saskatchewan, a permit is required from the Saskatchewan Environment Ministry (the “SEM”). Permit applications are required to go into substantial detail about the location, nature and possible environmental impact of a proposed exploration project, plus measures that will be taken to minimize the risk of fuel spills, forest fires etc., in addition to proposed remediation and rehabilitation procedures to be taken when the project is closed down. Notice must be given to other users of the land, which normally means trap line operators in the vicinity, and they are given the opportunity to comment.

Applications are reviewed by SEM, which notifies the potentially affected first nation community or communities. SEM facilitates consultation with potentially affected first nations by arranging meetings and by having a representative present to mediate if necessary.  In the case of early-stage exploration projects, the local representative of the first nations typically requests that employment in the field be given to one or more of its members, on a scale proportionate to the size and scope of the project. The Athabasca Basin has seen a great deal of uranium focussed exploration, and band management is well informed and (in the author’s experience) relatively sophisticated and businesslike in their dealings with exploration companies. Most importantly, they do not appear to be encumbered with a priori prejudice against mining, mining companies, mining exploration, uranium itself, uranium exploration or uranium mining. They have seen first-hand that uranium extraction can be done without major damage to the environment because they have a modern uranium mine and mill in their territory.

A period of two to three months should be allowed between filing an application for an exploration permit, and the granting of a permit by SEM. Permits are usually granted for a period of 18 months.

Our proposed Phase 1 Exploration Program will consist of surface sampling and reconnoitering and consequently will not require an exploration permit.

All of the claims comprising the MC00000266 Property were staked pursuant to the Saskatchewan online tenure system (MARS). Title to the claims is maintained through the performance of annual assessment filings and payment of required fees.  In order to maintain a mineral claim in good standing the holder must meet the minimum exploration expenditure requirements set out in the Mineral Tenure Registry Regulations.  According to Section 44(1) (a) nil expenditures are required during the during the first assessment work period; (b) $6.07 per acre per assessment work period, from the second to tenth assessment work periods with a minimum of $240.00 per claim per assessment work period; and, (c) $10.12 per acre per assessment work period, for the eleventh assessment work period and all subsequent assessment work periods with a minimum of $400.00 per claim per assessment work period.

Exploration work completed to meet the assessment work requirements must meet certain requirements and the regulations further stipulate that (1) No mineral disposition lapses by reason of a delay that occurs due to the consideration by the minister of any evidence of assessment work submitted for registration as assessment work that was submitted within the time set out in these regulations.  (2) If, on consideration of the evidence submitted, the minister disallows all or part of the expenditures claimed, the holder may, within 10 business days after notification by the minister: (a) make a deferred deficiency cash deposit or a deferred non-refundable cash payment in accordance with the regulations; and (b) revise the grouping of any dispositions affected by the disallowed expenditures in accordance with the regulations  (3) Any deferred deficiency cash deposit or deferred non-refundable cash payment made or grouping of dispositions revised pursuant to subsection (2) shall have the same force and effect as if it were submitted at the time or within the periods specified in the regulations.  (4) Notwithstanding any grouping of dispositions requested by the holder pursuant to the, the holder fails to revise the grouping of dispositions affected by the disallowed expenditures, the minister shall register all of the approved expenditures against the mineral dispositions where the expenditures were incurred.

Description of Property

The property is located in the Athabasca Basin of Northern Saskatchewan on lands owned by the Province of Saskatchewan.    All of the property comprising the Mineral Claim was staked pursuant to the Saskatchewan online tenure system. The geographical coordinates of the property are NTS 74109, UTM Zone 13, NAD 83, 6493550N 549500E.

Accessibility, Climate, Physiography and Infrastructure.

The Property comprises an irregular shaped block approximately 5 kilometers long and 1.5 kilometer wide.  The terrain is flat and often swampy, especially near lakes and rivers. The flat plain is punctuated by drumlins up to 30 metres or more in height. Forest cover is ubiquitous, and comprises almost nothing but jackpine in dry areas and willows near water. The dry climate, combined with frequent summer thunderstorms, means that forest fires are common, and there are extensive burned areas, and other areas with dense new growth.

The climate is typical of north-central Canada, with cold winters and warm dry summers, although there are frequent short showers throughout the year. Average minimum and maximum temperatures in January are -29° and -18°C, and in July are +10° and +22°C. On average, rain occurs on 78 days per year, and snow on 70 days. Average annual precipitation is 481 mm, including 160 cm of snow (data from Environment Canada at http://www.climate.weatheroffice.gc.ca).

Legal Proceedings

We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officer, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

between the bid and ask  price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the

market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

Currently, we have one (1) holder of record of our common stock.

Rule 144 Shares

None of our common stock is currently available for resale to the public under Rule 144.

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.

one percent of the number of shares of the company's common stock then outstanding; or

2.

the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

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Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.