VMRI Valmie Res Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 15, 2015

 

VALMIE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		333-180424		45-3124748
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		Identification No.)

 

999 18th Street, Suite 3000

Denver, CO 80202

(Address of principal executive offices)

 

(720) 946-6390

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On December 11, 2014, the Board of Directors of Valmie Resources, Inc. (the “Company”) approved the designation of 2,000,000 shares of the Company’s authorized but unissued “blank check” preferred stock, par value $0.001 (the “Blank Check Preferred Stock”), as Series “A” preferred stock (the “Designation”). The Company formally effected the Designation by filing a Certificate of Designation with the Nevada Secretary of State on January 15, 2015.

 

The shares of Series “A” preferred stock carry certain rights and preferences. The Designation provides that the Series “A” Preferred Stock may be converted into shares of the Company’s common stock on a 10 for one (1) basis at any time after 18 months from the date of issuance, and that each share of Series “A” preferred stock has voting rights and carries a voting weight equal to 50 shares of common stock.

 

Together with the Company’s recently disclosed filing of a set of amended and restated articles of incorporation that provides for an authorized capital increase and the creation of the Blank Check Preferred Stock, the purpose of the Designation is to reorganize the capital structure of the Company to more easily allow it to enter into strategic business transactions and undertake financing activities. For example, the creation of the Blank Check Preferred Stock permits the issuance of shares of preferred stock without the expense or delay of seeking further approval from the Company’s stockholders.

 

The Company is currently evaluating potential transaction candidates and investigating sources of financing which it believes will be in both the Company’s best interests and the best interests of its stockholders.

 

Item 3.02

Unregistered Sales of Equity Securities

 

On January 16, 2015, Fen Holdings & Investments Limited (“Fen”), a company incorporated in the British Virgin Islands and the owner of an aggregate of 237,360,000 shares, or approximately 80.1% of the Company’s issued and outstanding common stock, agreed to cancel those shares in exchange for the issuance of the 2,000,000 shares of Series “A” preferred stock described above. As a result, the number of issued and outstanding shares of the Company’s common stock decreased from 296,400,000 to 59,040,000.

 

Exhibit Number		Exhibit Description
3.6		Certificate of Designation filed with the Nevada Secretary of State on January 15, 2015

 

 

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 hereunto duly authorized.

 

Date: January 16, 2015	VALMIE RESOURCES, INC.
	By:	/s/ Gerald B. Hammack
		Gerald B. Hammack
		Chairman, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

 

 

 

 

 

1. Designation and Amount. There shall be a series of preferred stock of the Corporation designated as “Series A Preferred Stock” and the number of shares constituting such series shall be 2,000,000. Such series is referred to herein as the “Preferred Stock”.

 

2. Rank. The Preferred Stock shall rank senior to (a) any other series of preferred stock of the Corporation now existing or hereafter created, (b) the common stock of the Corporation, par value $0.001 per share (the “Common Stock”), now existing or hereafter issued and (c) any other class of securities of the Corporation which is specifically designated as junior to the Preferred Stock, in each case with respect to dividend distributions and distributions of assets upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

 

3. Conversion Provisions. The Preferred Stock shall carry with it the right to convert all or a portion of such stock into Common Stock at any time after 18 months from the date of issuance of such Preferred Stock. To effect such conversion, a majority of the outstanding shares of the Preferred Stock must vote in favor of converting all or the applicable portion of the outstanding Preferred Stock into Common Stock before such Preferred Stock may be so converted. Upon receipt of the requisite affirmative vote, each one (1) share of the Preferred Stock shall be converted into ten (10) fully paid and non-assessable shares of Common Stock.

 

4. Dividends. From and after the date on which shares of Preferred Stock are first issued, holders of the Preferred Stock shall be entitled to receive dividends, when, as and if declared by the Board of Directors out of funds legally available therefor.

 

5. Voting Rights. Except as otherwise required by applicable law, each share of Preferred Stock shall have voting rights and shall carry a voting weight equal to fifty (50) shares of Common Stock. Except as otherwise required by applicable law, the holders of shares of Common Stock and Preferred Stock shall vote together as a single class.

 

6. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the Preferred Stock shall have a priority on liquidation senior to that of the other preferred stock of the Corporation. The holders of shares of Preferred Stock shall be entitled to preferential amounts paid to the Corporation and shall be repaid in full, if sufficient funds exist, the funds paid in exchange for such Preferred Stock. The holders of shares of other series of preferred stock shall be entitled to participate with the holders of Common Stock in all of the remaining assets of the Corporation available for distribution to its stockholders, ratably with the holders of shares of Common Stock in proportion to the number of shares of Common Stock held by them, assuming for each holder of Preferred Stock on the record date for such distribution that each holder was the holder of record of the number of shares of Common Stock into which the shares of Preferred Stock then held by such holder are convertible. A liquidation, dissolution or winding-up of the Corporation shall not be deemed to be occasioned by or to include any merger of the Corporation with or into one or more corporations or other entities, any acquisition or exchange of the outstanding shares of one or more classes or series of the Corporation, or any sale, lease, exchange or other disposition of all or a part of the assets of the Corporation.