UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended August 31, 2014
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _________ to _________
Commission
File Number: 333-180424
VALMIE
RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
45-3124748 |
(State
or other jurisdiction
of incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
|
|
|
999
18th Street
Denver,
CO |
|
80202 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(720)
946-6390
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has 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 (§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 [X] No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ] Accelerated filer [ ] Non-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]
APPLICABLE
ONLY TO CORPORATE ISSUERS
As
of October 15, 2014 the registrant had 296,400,000 shares of common stock outstanding.
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
VALMIE
RESOURCES, INC.
INDEX
TO FINANCIAL STATEMENTS
August
31, 2014
(Stated
in US Dollars)
(Unaudited)
Valmie
Resources, Inc.
Balance
Sheets
(Stated
in US Dollars)
(Unaudited)
| |
August 31, 2014 | | |
November 30, 2013 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
| |
| | | |
| | |
Current
Assets | |
| | | |
| | |
Cash
and cash equivalents (Note 3) | |
$ | 14,458 | | |
$ | - | |
Prepaid expenses | |
| - | | |
| 5,000 | |
| |
| | | |
| | |
Total
Current Assets | |
| 14,458 | | |
| 5,000 | |
| |
| | | |
| | |
Total Assets | |
$ | 14,458 | | |
$ | 5,000 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
| |
| | | |
| | |
Current
Liabilities | |
| | | |
| | |
Accounts
payable and accrued liabilities | |
$ | 39,346 | | |
$ | 16,658 | |
Due
to related parties (Note 6) | |
| 36,559 | | |
| 7,486 | |
| |
| | | |
| | |
Total
Current Liabilities | |
| 75,905 | | |
| 24,144 | |
| |
| | | |
| | |
Total Liabilities | |
| 75,905 | | |
| 24,144 | |
| |
| | | |
| | |
STOCKHOLDERS’
DEFICIENCY | |
| | | |
| | |
| |
| | | |
| | |
Capital
stock (Note 4)
| |
| | | |
| | |
Authorized: | |
| | | |
| | |
750,000,000
common shares, $0.001 par value | |
| | | |
| | |
Issued
and outstanding: | |
| | | |
| | |
296,400,000
common shares (296,400,000 – November 30, 2013) | |
| 296,400 | | |
| 296,400 | |
Additional
paid-in capital | |
| (155,657 | ) | |
| (155,657 | ) |
Accumulated
deficit | |
| (202,190 | ) | |
| (159,887 | ) |
| |
| | | |
| | |
Total
Stockholders’ Deficiency | |
| (61,447 | ) | |
| (19,144 | ) |
| |
| | | |
| | |
Total
Liabilities and Stockholders’ Deficiency | |
$ | 14,458 | | |
$ | 5,000 | |
The
accompanying notes are an integral part of these financial statements
Valmie
Resources, Inc.
Statements
of Operations
(Stated
in US Dollars)
(Unaudited)
| |
Three
Months
Ended August 31, 2014 | | |
Three
Months
Ended August 31, 2013 | | |
Nine
Months
Ended August 31, 2014 | | |
Nine
Months
Ended August 31, 2013 | |
| |
| | |
| | |
| | |
| |
Revenue: | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Operating
Expenses: | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 149 | | |
| 2,074 | | |
| 1,433 | | |
| 8,482 | |
Mining
expenses (Note 5) | |
| - | | |
| - | | |
| - | | |
| - | |
Professional fees | |
| 7,321 | | |
| 7,990 | | |
| 39,595 | | |
| 20,814 | |
Transfer agent fees | |
| 400 | | |
| 600 | | |
| 1,275 | | |
| 13,673 | |
| |
| | | |
| | | |
| | | |
| | |
Net
Loss for the Period | |
| (7,870 | ) | |
| (10,664 | ) | |
| (42,303 | ) | |
| (42,969 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic
and Diluted Loss per Common Share | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
Average Number of Common Shares Outstanding | |
| 296,400,000 | | |
| 296,400,000 | | |
| 296,400,000 | | |
| 296,400,000 | |
The
accompanying notes are an integral part of these financial statements
Valmie
Resources, Inc.
Statements
of Changes in Stockholders’ Equity (Deficiency)
(Stated
in US Dollars)
(Unaudited)
| |
Common
Stock | | |
| | |
| | |
| |
| |
Number
of Shares | | |
Amount | | |
Additional
Paid-in Capital | | |
Accumulated
Deficit | | |
Stockholders’
Equity
(Deficiency) | |
| |
| | |
| | |
| | |
| | |
| |
Inception – August 26, 2011 | |
| - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
Common shares issued to a founder at $0.00017
per share, September 29, 2011 | |
| 210,000,000 | | |
| 210,000 | | |
| (175,000 | ) | |
| - | | |
| 35,000 | |
Common shares issued to investors at $0.00017 per share,
November 15, 2011 | |
| 86,400,000 | | |
| 86,400 | | |
| (72,000 | ) | |
| - | | |
| 14,400 | |
Loss for the period | |
| - | | |
| - | | |
| - | | |
| (21,421 | ) | |
| (21,421 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – November 30, 2011 | |
| 296,400,000 | | |
| 296,400 | | |
| (247,000 | ) | |
| (21,421 | ) | |
| 27,979 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Loss for the year | |
| - | | |
| - | | |
| - | | |
| (76,239 | ) | |
| (76,239 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – November 30, 2012 | |
| 296,400,000 | | |
| 296,400 | | |
| (247,000 | ) | |
| (97,660 | ) | |
| (48,260 | ) |
Debt cancellation | |
| - | | |
| - | | |
| 91,343 | | |
| - | | |
| 91,343 | |
Loss for the year | |
| - | | |
| - | | |
| - | | |
| (62,227 | ) | |
| (62,227 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – November 30, 2013 | |
| 296,400,000 | | |
| 296,400 | | |
| (155,657 | ) | |
| (159,887 | ) | |
| (19,144 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Loss for the period | |
| - | | |
| - | | |
| - | | |
| (42,303 | ) | |
| (42,303 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance – August 31, 2014 | |
| 296,400,000 | | |
$ | 296,400 | | |
$ | (155,657 | ) | |
$ | (202,190 | ) | |
$ | (61,447 | ) |
The
accompanying notes are an integral part of these financial statements
Valmie
Resources, Inc.
Statements
of Cash Flows
(Stated
in US Dollars)
(Unaudited)
| |
Nine
Months
Ended August 31, 2014 | | |
Nine
Months
Ended August 31, 2013 | |
| |
| | |
| |
Cash
Flows from Operating Activities | |
| | | |
| | |
Net loss for the period | |
$ | (42,303 | ) | |
$ | (42,969 | ) |
| |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 22,688 | | |
| 1,256 | |
Prepaid expenses | |
| 5,000 | | |
| - | |
Net
cash used in operations | |
| (14,615 | ) | |
| (41,713 | ) |
| |
| | | |
| | |
Cash
Flows from Financing Activities | |
| | | |
| | |
Proceeds
from related party payable | |
| 29,073 | | |
| 37,700 | |
Payments to related party payable | |
| - | | |
| - | |
Issuance of common shares for cash | |
| - | | |
| - | |
Net
cash provided by financing activities | |
| 29,073 | | |
| 37,700 | |
| |
| | | |
| | |
Change
in cash and cash equivalents | |
| 14,458 | | |
| (4,013 | ) |
| |
| | | |
| | |
Cash
and cash equivalents - beginning of period | |
| - | | |
| 4,126 | |
| |
| | | |
| | |
Cash
and cash equivalents - end of period | |
$ | 14,458 | | |
$ | 113 | |
| |
| | | |
| | |
Supplementary
Cash Flow Information | |
| | | |
| | |
Cash
paid for: | |
| | | |
| | |
Interest | |
$ | - | | |
$ | - | |
Income
taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non-cash
financing activities: | |
| | | |
| | |
Accounts
payable paid by related party | |
$ | - | | |
$ | 21,012 | |
Loans
contributed to capital | |
$ | - | | |
$ | - | |
The
accompanying notes are an integral part of these financial statements
Valmie
Resources, Inc.
Notes
to Financial Statements
August
31, 2014
(Stated
in US Dollars)
(Unaudited)
1.
Organization
Valmie
Resources Inc. (the “Company”) was incorporated on August 26, 2011, in the State of Nevada, U.S.A. The accounting
and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and
the Company’s fiscal year end is November 30.
The
Company is an exploration stage company that engages principally in the acquisition, exploration, and development of resource
properties.
2.
Basis of Presentation
Unaudited
Interim Financial Statements
The
accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles
for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
They do not include all information and footnotes required by United States generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in
the notes to the financial statements for the year ended November 30, 2013, included in the Company’s Form 10-K filed with
the SEC. The unaudited interim financial statements should be read in conjunction with those financial statements included in
the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results for the nine months ended August 31, 2014, are not necessarily
indicative of the results that may be expected for the year ending November 30, 2014.
On
June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including
an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. This ASU removes all incremental financial
reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards
Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic
915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later,
in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment.
3.
Cash and cash equivalents
| |
August
31, 2014 | | |
November
30, 2013 | |
| |
| | |
| |
Cash on deposit | |
$ | 100 | | |
$ | - | |
Funds held in trust | |
| 14,358 | | |
| - | |
| |
$ | 14,458 | | |
$ | - | |
Valmie
Resources, Inc.
Notes
to Financial Statements
August
31, 2014
(Stated
in US Dollars)
(Unaudited)
4.
Capital Stock
Authorized
Stock
At
inception, the Company authorized 100,000,000 common shares with a par value of $0.001 per share. Each common share entitles the
holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
On
December 3, 2013, the holders of a majority of the Company’s issued and outstanding common stock approved an increase in
its authorized capital from 100,000,000 shares of common stock, par value $0.001, to 750,000,000 shares of common stock, par value
$0.001 (the “Authorized Capital Increase”). The Company formally effected the Authorized Capital Increase on December
4, 2013 by filing a Certificate of Amendment with the Nevada Secretary of State.
On
December 3, 2013, the Company’s sole director approved a stock dividend of 59 authorized but unissued shares of its common
stock on each one (1) issued and outstanding share of its common stock held by shareholders of record as of December 16, 2013.
The payment date for the stock dividend was December 17, 2013, as determined by the Financial Industry Regulatory Authority (FINRA).
Upon the payment of the stock dividend, the Company had 296,400,000 issued and outstanding shares of common stock, which represents
an increase of 291,460,000 shares over its prior total of 4,940,000 issued and outstanding shares of common stock. The split is
reflected retrospectively in the accompanying financial statements.
Share
Issuances
Since
its inception (August 26, 2011), the Company has issued shares of its common stock as follows:
Date | |
|
Description | | |
Shares | | |
Price Per Share | | |
Amount | |
| |
|
| | |
| | |
| | |
| |
09/29/11 | |
| Shares
issued for cash | | |
| 210,000,000 | | |
$ | 0.00017 | | |
$ | 35,000 | |
11/15/11 | |
| Shares
issued for cash | | |
| 86,400,000 | | |
| 0.00017 | | |
| 14,400 | |
| |
| Cumulative
Totals | | |
| 296,400,000 | | |
| | | |
$ | 49,400 | |
Of
these shares, 210,000,000 were issued to a director and officer of the Company. 86,400,000 shares were issued to independent investors.
At
August 31, 2014, the Company had no issued or outstanding stock options or warrants.
Valmie
Resources, Inc.
Notes
to Financial Statements
August
31, 2014
(Stated
in US Dollars)
(Unaudited)
5.
Mineral Property Costs
Lander
County, Nevada Claims
On
September 30, 2011, the Company entered into an option agreement that would provide for the purchase of a 100% interest in the
Carico Lake Valley Property (the “Property”). The Property is located in the State of Nevada.
To
complete the option, the agreement requires the Company to make the following payments and incur the following amounts on exploration
and development:
a) |
$15,000
cash on September 30, 2011 (paid); |
|
|
b) |
an
additional $30,000 cash on September 30, 2013 (not paid); |
|
|
c) |
an
additional $60,000 cash on September 30, 2013 (not paid); |
|
|
d) |
an
additional $120,000 cash on September 30, 2014; and |
|
|
e) |
incur
a minimum of $125,000 ($12,654 has been incurred as of August 31, 2014) on exploration and development work by December 31,
2013 and every subsequent year thereafter, through 2014. |
The
Company is in default in the option payments. The entity that owns the Property has made the payments due to the Bureau of Land
Management, Nevada (“BLM”) and Lander County. The payments ($6,406) are reflected in accounts payable and accrued
liabilities.
The
entity that owns the Property has indicated a willingness to work with the Company if the Company reimburses the $6,406 mentioned
above and makes an effort to become current with the option payments of $90,000 that are in default. Otherwise, the owner may
terminate the option and explore other financing arrangements related to the Property.
The
Company is responsible for any and all property payments due to any government authority on the Property during the term of the
option agreement (BLM: $3,920 yr., Lander County: $294 yr.).
The
Property is subject to a 6% Net Smelter Royalty, for which the Company has the right to purchase 3% for a one time payment of
$5,000,000 at any time until the tenth anniversary of the option agreement.
As
at August 31, 2014, the Company has incurred the following on the Property:
| |
August
31, 2014 | | |
November
30, 2013 | |
| |
| | |
| |
Acquisition cost | |
$ | 15,000 | | |
$ | 15,000 | |
| |
| | | |
| | |
Exploration costs, beginning of period | |
$ | 12,654 | | |
$ | 6,248 | |
Exploration costs incurred | |
$ | 0 | | |
$ | 6,406 | |
Exploration costs, end of period | |
$ | 12,654 | | |
$ | 12,654 | |
In
June, 2014 the Property was sold by the entity that owns the Property to another entity, due to the Company’s failure to
make payments when due. The Company has no further rights to the Property.
Valmie
Resources, Inc.
Notes
to Financial Statements
August
31, 2014
(Stated
in US Dollars)
(Unaudited)
6.
Due to Related Parties
Amount
due to related parties at August 31, 2014, is non-interest bearing, unsecured and with no fixed terms of repayment. $19,146 is
due to the former President. $17,413 is due to the majority shareholder.
7.
Provision for Income Taxes
The
Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net
income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under FASC 718-740-20
to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation
methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.
Exploration
stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance
due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from August
26, 2011 (date of inception) through August 31, 2014 of $202,190 will begin to expire in 2031. Accordingly, deferred tax assets
of approximately $68,012 were offset by the valuation allowance.
The
Company follows the provisions of uncertain tax positions as addressed in FASC 740-10-65-1. The Company recognized approximately
no increase in the liability for unrecognized tax benefits.
The
Company has no tax position at August 31, 2014 for which the ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest
expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company
had no accruals for interest and penalties at November 30, 2013. The Company’s utilization of any net operating loss carry
forward may be unlikely as a result of its intended exploration stage activities. The tax years for November 30, 2013, 2012 and
2011 are still open for examination by the Internal Revenue Service (IRS).
Valmie
Resources, Inc.
Notes
to Financial Statements
August
31, 2014
(Stated
in US Dollars)
(Unaudited)
7.
Provision for Income Taxes (continued)
| |
2014 | |
| |
Amount | | |
Tax
Effect (35%) | |
| |
| | |
| |
Net operating losses | |
$ | 42,303 | | |
$ | 14,806 | |
| |
| | | |
| | |
Valuation allowance | |
| (42,303 | ) | |
| (14,806 | ) |
| |
| | | |
| | |
Net deferred tax asset (liability) | |
$ | - | | |
$ | - | |
| |
2013 | |
| |
Amount | | |
Tax
Effect (35%) | |
| |
| | |
| |
Net operating losses | |
$ | 42,969 | | |
$ | 15,039 | |
| |
| | | |
| | |
Valuation allowance | |
| (42,969 | ) | |
| (15,039 | ) |
| |
| | | |
| | |
Net deferred tax asset (liability) | |
$ | - | | |
$ | - | |
8.
Going Concern and Liquidity Considerations
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates,
among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at August 31,
2014, the Company had a working capital deficiency of $61,447 (November 30, 2013 – $19,144) and an accumulated deficit of
$202,190 (November 30, 2013 – $159,887). The Company intends to fund operations through equity financing arrangements, which
may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.
The
ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing
to continue operations, explore and develop the Property and the discovery, development and sale of ore reserves.
In
response to these problems, management intends to raise additional funds through public or private placement offerings.
These
factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
9.
Subsequent Events
The
Company has evaluated subsequent events from August 31, 2014, through the date of this report, and determined there are no additional
items to disclose.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
As
used in this quarterly report, the terms "we", "us" and "our" mean Valmie Resources, Inc. and all
dollar amounts refer to U.S. dollars, unless otherwise indicated.
Forward-Looking
Statements
This
quarterly report contains forward-looking statements. All statements other than statements of historical fact are “forward-looking
statements”, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies
and objectives of management for future operations; any statements concerning proposed new products, services or developments;
any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying
any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could
differ materially from those anticipated by any forward-looking statements.
These
forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition,
promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking
statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we
assume no obligation to update such forward-looking statements.
The
following discussion of our financial condition and results of operations is based upon our financial statements which have been
prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with
our financial statements, including the notes thereto, that appear elsewhere in this quarterly report. The discussion of results,
causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into
the future.
Overview
We
were incorporated pursuant to the laws of the State of Nevada on August 26, 2011. We are an exploration stage company and have
not yet generated any revenues. To date, our efforts have focused primarily on the development and implementation of our business
plan.
Results
of Operations
Revenues
We
have not generated any revenues since our inception. We anticipate that we will incur substantial losses for the foreseeable future
and our ability to generate any revenues during the next 12 months continues to be uncertain.
Three
Months ended August 31, 2014 and 2013
Expenses
During
the three months ended August 31, 2014, we incurred $7,870 in operating expenses, including $7,321 in professional fees, $149
in general and administrative expenses and $400 in transfer agent fees. During the same period in 2013, we incurred $10,664 in
operating expenses, including $7,990 in professional fees, $2,074 in general and administrative expenses and $600 in transfer
agent fees. The $2,794 decrease in our operating expenses between the two periods was therefore attributable to decreases in each
expense category.
Net Loss
During
the three months ended August 31, 2014, we incurred a net loss of $7,870, whereas we incurred a net loss of $10,664 during the
same period in 2013. Our basic and diluted net loss per share during each of those periods was $0.00.
Nine
Months ended August 31, 2014 and 2013
Expenses
During
the nine months ended August 31, 2014, we incurred $42,303 in operating expenses, including $39,595 in professional fees, $1,433
in general and administrative expenses and $1,275 in transfer agent fees. During the same period in 2013, we incurred $42,969
in operating expenses, including $20,814 in professional fees, $8,482 in general and administrative expenses and $13,673 in transfer
agent fees. Our operating expenses between the two periods were therefore roughly equivalent, with the increase in our professional
fees primarily due to costs associated with our recent changes of control and the significant reduction in our transfer agent
fees attributable to a one-time fee we incurred during fiscal 2013.
Net Loss
During
the nine months ended August 31, 2014, we incurred a net loss of $42,303, whereas we incurred a net loss of $42,969 during the
same period in 2013. Our basic and diluted net loss per share during each of those periods was also $0.00.
Liquidity
and Capital Resources
As
of August 31, 2014, we had $14,458 in cash and cash equivalents and total assets, $75,905 in total liabilities, a working capital
deficit of $61,447 and an accumulated deficit of $202,190.
During
the nine months ended August 31, 2014, we used $14,615 in net cash on operating activities, our accounts payable increased by
$22,688 and our prepaid expenses decreased by $5,000. During the same period in 2013 we used $41,713 in net cash on operating
activities and our accounts payable increased by $1,256 before being paid in full by a related party. The majority of our spending
on operating activities for the nine months ended August 31, 2014 was attributable to our net loss as described above and was
associated with our carrying out our reporting obligations under applicable securities laws.
We
did not incur any expenditures on investing activities during the nine months ended August 31, 2014 or 2013.
During
the nine months ended August 31, 2014, we received $29,073 from financing activities, all of which was in the form of proceeds
from related parties. During the same period in 2013, we received $37,700 from financing activities, all of which was also in
the form of proceeds from a related party.
During
the nine months ended August 31, 2014, our cash position increased by $14,458 due to a combination of our operating and financing
activities.
Our
plans for the next 12 months are uncertain due to our current financial condition; however, we intend to raise additional funds
through public or private placement offerings. If we are unsuccessful in raising enough money through such efforts, we may review
other financing possibilities such as bank loans. At this time we do not have a commitment from any broker-dealer to provide us
with financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable
to us. In the absence of such financing, we may be forced to cease or significantly curtail our operations.
Going
Concern
Our
financial statements have been prepared on a going concern basis, which contemplates, among other things, that we will continue
to realize our assets and satisfy our liabilities in the normal course of business. As at August 31, 2014, we had a working capital
deficit of $61,447 and an accumulated deficit of $202,190. We intend to fund our operations through equity financing arrangements,
which may be insufficient to fund our capital expenditures, working capital and other cash requirements for the next 12 months.
Our
ability to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue
our operations, explore and develop any properties in which we may acquire an interest and the discovery, development and sale
of ore reserves. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act
of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
As
of the end of the period covered by this report, management, with the participation of our Chief Executive and Chief Financial
Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation,
management concluded that our disclosure controls and procedures were effective as of the date of filing this report applicable
for the period covered by this report.
Internal
Control Over Financial Reporting
There
were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange
Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
There
are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are
a party or of which any of our properties is the subject. Our management is not aware of any such legal proceedings contemplated
by any governmental authority against us.
Item
1A. Risk Factors
Not applicable.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
None.
Item
5. Other Information
None.
Item
6. Exhibits
Exhibit
Number |
|
Exhibit
Description |
|
|
|
31.1 |
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
|
|
|
32.1 |
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
|
|
|
101.INS |
|
XBRL
Instance Document ** |
|
|
|
101.SCH |
|
XBRL
Taxonomy Extension Schema** |
|
|
|
101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase** |
|
|
|
101.DEF |
|
XBRL
Taxonomy Extension Definition Linkbase** |
|
|
|
101.LAB |
|
XBRL
Taxonomy Extension Label Linkbase** |
|
|
|
101.PRE |
|
XBRL
Taxonomy Presentation Linkbase** |
* Filed
herewith.
**
In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this quarterly report
on Form 10-Q shall be deemed “furnished” and not “filed”.
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.
|
VALMIE
RESOURCES, INC. |
|
(Registrant) |
|
|
Date:
October 15, 2014 |
/s/
Timothy Franklin |
|
Timothy Franklin |
|
President, Chief
Executive Officer, Chief Financial Officer,
Principal Accounting Officer, Secretary, Treasurer, Director |
Exhibit
31.1
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the
Sarbanes-Oxley Act of 2002
I, Timothy
Franklin, certify that:
1.
|
I
have reviewed this quarterly report on Form 10-Q of Valmie Resources, Inc. (the “Registrant”); |
|
|
|
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
in order 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.
|
The
Registrant’s other certifying officer(s) and I are 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 our supervision,
to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to
us 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
our 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 our 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.
|
The
Registrant’s other certifying officer(s) and I have disclosed, based on our 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. |
Dated: October
15, 2014
By: |
/s/
Timothy Franklin |
|
|
Timothy Franklin |
|
|
President, Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director |
|
Exhibit
32.1
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In
connection with the quarterly report of Valmie Resources, Inc. (the “Registrant”) on Form 10-Q for the period ended
August 31, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Timothy Franklin, certify
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. |
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
|
2. |
The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Registrant. |
Dated: October
15, 2014
By: |
/s/
Timothy Franklin |
|
|
Timothy Franklin |
|
|
President, Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director |
|
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