SecProbe.io

July 29, 2011

 Via E-Mail

David Dreslin Chief Executive Officer  Mascot Properties, Inc. 7985 113th Street, Suite 220 Seminole, FL 33772
Re: Mascot Properties, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed July 13, 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. We note your response to comment 1 in our lett er dated June 20, 2011.  We also note that
Gulf Shores Investments, Inc., a company in  which David Dreslin was the president and
CFO, recently entered into a stock purchase agreement and change of control.  In the
forepart of this prospectus, pl ease include an affirmative stat ement to make clear that the
company has no present plans to be acquired or  to merge with anot her company nor does
the company, nor any of its shareholders, have plans to enter into a change of control or
similar transaction.  Also pl ease tell us how your respons e is consistent with your
disclosure in Note 2 to your  Financial Statements that th e company is actively seeking
merger partners and strategic alliances in or der to accelerate its grow th in the industry.

David Dreslin
Mascot Properties, Inc. July 29, 2011 Page 2

Description of Business, page 19

2. We note your response to comment 4 in our le tter dated June 20, 2011.  Where applicable,
please revise your registration st atement to properly attribute your assertions within this
section to the studies listed in response to comment 3.
Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
22
Plan of Operation, page 23
3. We note your disclosure on page 24 that “[o] ver the next twelve months following the
Offering the Company intends  to contract at least ten suitable properties for
management.”  Since this is a resale offeri ng with no proceeds being raised, it is unclear
why the company must wait until after the offeri ng to enter into these contracts.  Please
advise or revise your disclo sure as necessary.
4. We note your disclosure on page 23 and else where in the MD&A s ection, that “[t]he
majority shareholder has committed to cove r any cash shortfalls of the Company.”
Please reconcile this statement with your disc losure on page 23 and elsewhere that “[i]f
we are unable to satisfy our cash requiremen ts, we may be unable to proceed with the
Offering and our plan of operation.”  Pleas e clearly indicate wh ether the majority
shareholder will provide the necessary cas h to implement your business plan.
Capital Resources and Liquidity, page 26
5. We note that your disclosure that you have  $17 cash on hand as of March 31, 2011 and
your statement that you do not believe that you have enough cash to support your daily
operations while attempting to commence opera tions.  We also note that you will need
$49,000 to implement your business plan, $10,0 00 to complete this offering, and $39,000
to cover marketing and operational expenses  over the next 12 months.  Please clearly
indicate the company’s plan to obtain sufficient cash to meet its expenses and to
implement its business plan.  If you intend to ra ise capital, please explain.  If the majority
shareholder will provide all of the funding noted  above, please clearl y state this in the
prospectus.
Directors, Executive Officers, Promoters and Control Persons, page 27
6. We note your response to comment 13 in our letter dated June 20, 2011 and we reissue
our comment.  Please note that Rule 405 of Regulation C defines a promoter to include
any person who directly or i ndirectly took the in itiative in founding and organizing the
business or enterprise of the issuer.  Please revise this s ection to identify your promoters
and state the amount of anything of value received by your promoter in connection with this offering.  See Item 404(c) of Regulation S-K.

David Dreslin
Mascot Properties, Inc. July 29, 2011 Page 3
 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.
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
 Via E-mail