SecProbe.io

June 20, 2011

 Via E-Mail

David Dreslin Chief Executive Officer  Mascot Properties, Inc. 7985 113th Street, Suite 220 Seminole, FL 33772
Re: Mascot Properties, Inc.
  Registration Statement on Form S-1
Filed May 24, 2011
  File No. 333-174445

Dear Mr. Dreslin:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
General

1. Section (a)(2) of Rule 419 defines a blank ch eck company as a comp any that is issuing
penny stock that is “a development stage comp any that has no specific business plan or
purpose or has indicated that its business plan is to engage in  a merger or acquisition with
an unidentified company or companies, or othe r entity.”  In discussing this definition in
the adopting release, the Commission stated that it would “scrutinize … offerings for
attempts to create the appearance that the re gistrant … has a specific business plan, in an
effort to avoid the application of Rule  419.”  See Securities Act Release No. 33-6932
(April 28, 1992).

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 2
 Your disclosure indicates that you are a de velopment stage company with the principal
business objective of ma naging real estate properties.  However, your disclosure shows
that you had no assets as of March 31, 2011, other than cash of $17, no revenues, no
operations and no contracts regarding the co mpany’s proposed business.  Furthermore,
you are not raising any funds in this offering and have no specific plans to obtain
financing.   In addition, the costs of this o ffering are $31,528.  It is uncertain from your
disclosure whether the company will be able  to implement a business plan based on the
amount of its current cash position.  Furtherm ore, the company lacks a specific plan of
operations for the next twelve months.
In view of the foregoing, it a ppears that your proposed busin ess may be commensurate in
scope with the uncertainty ordinarily associated with a blank check company.
Accordingly, please revise your disclosure  throughout your registration statement to
comply with Rule 419 of Regulation C or s upplementally provide a detailed explanation
as to why Rule 419 does not apply to this o ffering.  If you believe that you do not fall
within the definition of a blank check comp any, appropriate disclosure to demonstrate
your status as a non-blank check company should be  included in the pros pectus as well as
a specific business plan.  Please refer to Item 101(a)(2) of Regulation S-K.  We offer the
following comments to help you revise your disclosure.
2. Please provide us with copies  of all graphics, maps, photogr aphs, and related captions or
other artwork including logos th at you intend to use in the pr ospectus.  Such graphics and
pictorial representations should not be included in any prelim inary prospectus distributed
to prospective investors prior to th e time we complete our review.
3. Please provide us with highlighted copies of any study or report that you cite or on which
you rely. Confirm that the industry reports or studies that you re ly on were publicly
available and not prepared for you and that  you did not compensate the party that
prepared these reports or studies.  Alternat ively, please file consents for the parties
providing this data as exhibits to the registration statement.
4. Please provide supplemental support for your  factual assertions. Clearly mark the
supplemental materials to highlight the sp ecific information you believe supports the
statement referenced.  For example purposes only, we note the following statements:
 “Research has shown that stud ent housing tends to rent at  a premium compared with
conventional apartment communities,” page 19;
 “$2,000 monthly rent may be as much as 30% higher than the apartment norm for a
particular geographic area,” page 19;
 “Parents typically guarantee rents and pay hi gher security deposits to ensure safe
housing with amenities that studen ts can enjoy,” page 19; and
 “Properties in this marketpl ace are selling at an averag e of 33% below 2007 property
values,” page 21.

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 3
 5. We note your reference throughout the regi stration statement to management’s
experience in real estate.  In the busine ss section or elsewhere, please describe
management’s specific real estate expe rience that supports such statements.
Prospectus Cover Page

6. Please revise the cover page to reference th e applicability of the penny stock rules to
transactions in your securities  and include such disclosure  in your prospectus summary.
Prospectus Summary, page 5
7. We note the discussion of your business.  Pl ease balance your disclo sure in the summary
by discussing your competitive weaknesses a nd risks associated w ith your business and
the offering.  In particular, please include a di scussion of the most si gnificant risk factors
associated with an investment in your securi ties, including your lack of operating history,
the fact that you have not yet generated any revenues, and the going concern opinion
issued by your auditors, including a brief explan ation of its relevance to investors.  In
addition, please disclose, if true, that you need additional sources of funding before you
can begin operations and that you have not identified any sources for this funding.
The Offering, page 6
8. Please revise your terms of the offering section to state that your selling shareholders will
sell their shares at a fixed pri ce until such time that the shares  are listed on the OTC-BB.
Risk Factors
9. We note your disclosure on page 14 that you in tend to apply for a listing on the OTC-BB
concurrently with the filing of this regist ration statement.  Please add a risk factor
describing how you may fail to qualify fo r a listing on the OTC-BB and that you may
have difficulty in finding a ma rket maker willing to file an  application on your behalf.
Description of Business, page 20
10. We note that you do not have any employees ot her than your officer.  Please revise to
discuss how you will carry out your business operations, including the supply of your
services, in light of your st affing situation.  Also, please revise to discuss how the
experience of your current staff is adequate to  provide the services you reference in this
section.

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 4
 Management’s Discussion and Analysis of Financial Condition and Result of Operations

Plan of Operation, page 23
11. Please provide a more specific description of  the company’s plan of operations for the
next twelve months as requi red by Item 101(a)(2) of Regula tion S-K.  Specifically, please
include detailed milestones and the anticipat ed time frame for beginning and completing
each milestone, the estimated expenses associ ated with each milestone and the expected
sources of such funding.  Please explain how the company intends to meet each of the
milestones if it cannot receive funding.
Directors, Executive Officers, Promoters and Control Persons, page 26
12. Please disclose the business experience of Davi d Dreslin for the past five years, including
his principal occupation and employment, dates of empl oyment, and the names and
principal business of any company in whic h his employment was carried out.  For
example, it appears that Mr. Dreslin was the pr esident and chief financ ial officer of Gulf
Shores Investment Inc.  Please describe his activities at Gulf Shores and the principal
business of the company that was carried out.  See Item 401(e) of Regulation S-K.
13. Please revise this section to identify your promoters and stat e the amount of anything of
value received by your promoter in connection with this offering.  See Item 404(c) of Regulation S-K
Employment Agreements, page 27

14. Please tell us whether Mr. Dreslin is enti tled to any compensation in the event of a
change in control or a change in his responsibil ities.  If so, please provide the information
required by Item 402(q)(2) of Regulation S-K.
Part II. Information Not Required In Prospectus
Recent Sales of Unregister ed Securities, page II-1
15. With regard to the 39 investors who purc hased shares in your June 10, 2010 Regulation
D, Rule 506 offering, please revise this secti on to name the persons or identify the class
of persons to whom the securities were sold.
Exhibits
Exhibit 5.1
16. We note that counsel has opined that when i ssued and delivered as contemplated by the
Registration Statement, the common shares will be validly issued, fully paid, and non-
assessable.  We also note that all of the sh ares being sold in the offering are already
issued and outstanding.  Therefore, please have  counsel revise the legal opinion to opine
on whether your shares are validly issued.

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 5
 17. We note that counsel states that it relied so lely upon, without indepe ndent verification or
investigation of the accuracy  or completeness of all wr itten statements and other
information of or from public officials, o fficers or other representatives of the Company
and others.  Please have couns el revise for consistency w ith the prior paragraph which
states that counsel examined, among other things, the articles of  incorporation, the
bylaws and resolutions adopted by the board of directors.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

David Dreslin
Mascot Properties, Inc. June 20, 2011 Page 6
 You may contact Wilson Lee at (202) 551-3468 or Jessica Barberich at (202) 551-3782 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Adam F. Turk at (202) 551-3657 or me  at (202) 551-3233 with any other questions.

Sincerely,
   /s/ Tom Kluck
Tom Kluck Legal Branch Chief
 cc:  Joseph M. Lucosky
Lucosky Brookman LLP
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