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.  

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From the period of September 25, 2007 (inception) to July 31, 2013, we incurred operating expenses of $353,354.

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.