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EX-32.1 - EXHIBIT 32.1 - Valmie Resources, Inc.exhibit321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

þ   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2013

 

o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

 

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 I.D. No.)

 

 

9190 Double Diamond Parkway

Reno, Nevada

89521

(Address of principal executive offices)

(Zip Code)


775-345-3447

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   þ   No o
 

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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer o     Accelerated filer o    Non-accelerated filer o     Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o        No þ

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of June 28, 2013 the registrant had 4,940,000 shares of common stock outstanding.



                

             




VALMIE RESOURCES, INC.




TABLE OF CONTENTS


 

  

 

 

 

PART I - FINANCIAL INFORMATION

  

 

 

 

 

Item 1.

  

Financial Statements (unaudited)

  

3

 

  

       Balance Sheets

  

F-1

 

  

       Statements of Operations

       Statements of Changes in Stockholders' Equity (Deficiency)

  

F-2

F-3

 

  

       Statements of Cash Flows

  

F-4

 

  

Notes to Financial Statements

  

F-5

Item 2.

  

Management's Discussion & Analysis of Financial Condition and Results of Operations

  

4

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

  

6

Item 4.

  

Controls and Procedures

  

6

 

 

PART II - OTHER INFORMATION

  

 

 

 

 

Item 1.

  

Legal Proceedings

  

7

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

  

7

Item 3.

  

Defaults Upon Senior Securities

  

7

Item 4.

  

Mine Safety Disclosures

  

7

Item 5.

  

Other information

  

7

Item 6.

  

Exhibits

  

8




2                

             

 


PART I – FINANCIAL INFORMATION

 



 



VALMIE RESOURCES, INC.

(An Exploration Stage Company)

INDEX TO FINANCIAL STATEMENTS

May 31, 2013

(Stated in US Dollars)

(Unaudited)


Page
Balance sheets F-1
Statements of Operations F-2
Statements of Changes in Stockholders' Equity (Deficiency) F-3
Statements of Cash Flows F-4
Notes to Unaudited Interim Financial Statements F-5





3                

             

Valmie Resources, Inc.

(An Exploration Stage Company)

Balance Sheets

(Stated in US Dollars)

(Unaudited)

 

 


         May 31,

          2013

 

November 30,

2012

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

477

$

4,126

      Total Current Assets

 

 

477

 

4,126

Total Assets

 


$

477

$

4,126

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

$

18,512

$

19,756

Due to related party (Note 5)

 

 

62,530

 

32,630

      Total Current Liabilities

 

 

81,042

 

52,386

Total Liabilities

 


81,042

 

52,386

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIENCY

 

 

 

 

 

 

 

 

 

 

 

Capital stock (Note 3)

 

 

 

 

 

Authorized:

 

 

 

 

 

100,000,000 common shares, $0.001 par value

 

 

 

 

 

Issued and outstanding:

 

 

 

 

 

      4,940,000 common shares

      (4,940,000 – November 30, 2012)

 

 

4,940

 

4,940

Additional paid-in capital

 

 

44,460

 

44,460

Deficit accumulated during the exploration stage

 

 

(129,965)

 

(97,660)

Total Stockholders’ Deficiency

 

 

(80,565)

 

(48,260)

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficiency

 

$

477

$

4,126

 

The accompanying notes are an integral part of these unaudited financial statements

F-1                

             

Valmie Resources, Inc.

(An Exploration Stage Company)

Statements of Operations

(Stated in US Dollars)

(Unaudited)

 

Three Months

Ended

May 31,

2013

Three Months

Ended

May 31, 2012

Six Months

Ended

May 31, 2013

Six Months

Ended

May 31, 2012

Cumulative from Inception (August 26, 2011)  to May 31, 2013

 

Revenue:

 $               -

 $               -

$               -

 

$

-

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

General and administrative

3,869

1,605

6,408

1,608

 

18,974

 

Mining expenses (Note 4)

-

-

-

-

 

21,248

 

Professional fees

4,500

2,186

12,824

9,686

 

54,560

 

Transfer agent fees

400

5,000

13,073

10,000

 

35,183

 

 

 

 

 

 

 

 

 

Net Loss for the Period

$   (8,769)

$    (8,791)

 $  (32,305)

$  (21,294) 

$

(129,965)

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

$       (0.00)

$        (0.00)

$      (0.01)

$       (0.00)

 

 

Weighted Average Number of Common Shares Outstanding

      4,940,000

4,940,000

      4,940,000

      4,940,000

 

 

 

 

The accompanying notes are an integral part of these unaudited financial statements


F-2                

             


Valmie Resources, Inc.

(An Exploration Stage Company)

Statements of Changes in Stockholders’ Equity (Deficiency)

(Stated in US Dollars)

(Unaudited)

 

                                                                 Common Stock

 

 

 

 

 

 

 

 

 


Number of Shares

 

 

 

 

 

Amount

 

 

 

 

Additional

Paid-in Capital

 




Deficit Accumulated During the Exploration Stage

 

 

 


Stockholders’ Equity (Deficiency)

 

Inception – August 26, 2011

          -

$                         -

$                    -

$                       -

$                       -

Common shares issued to a founder at $0.01 per share, September 29, 2011

       3,500,000

                   3,500

            31,500

                         -

               35,000

Common shares issued to investors at $0.01 per share, November 15, 2011

       1,440,000

                   1,440

            12,960

                         -

14,400

Loss for the period

-

-

 -

(21,421)

(21,421)

 

 

 

 

 

 

Balance – November 30, 2011

        4,940,000

               4,940

            44,460

              (21,421)

  27,979

Loss for the year

-

-

 -

(76,239)

(76,239)

 

 

 

 

 

 

Balance – November 30, 2012

        4,940,000

               4,940

            44,460

              (97,660)

  (48,260)

Loss for the period

-

-

 -

(32,305)

 (32,305)

 

 

 

 

 

 

Balance – May 31, 2013

        4,940,000

$               4,940

$          44,460

$          (129,965)

$            (80,565)


The accompanying notes are an integral part of these unaudited financial statements

F-3                

             


Valmie Resources, Inc.

(An Exploration Stage Company)

Statements of Cash Flows

(Stated in US Dollars)

(Unaudited)


 

 

 

Six Months Ended

May 31, 2013

Six Months Ended

May 31, 2012


Cumulative from Inception

 (August 26,

2011) to

May 31, 2013

 

 






 

 






Cash Flows from Operating Activities

 






Net loss for the period

 

$

(32,305)

$  (21,294)

$

(129,965)

   

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts payable

 

 

(1,244)

95

 

18,512

Prepaid expenses

 

 

-

9,591

 

-

Net cash used in operations

 

 

(33,549)

(11,608)

 

(111,453)

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

Proceeds from related party payable

 

 

29,900

6,000

 

64,956

Payments to related party payable

 

 

-

(4,456)

 

(2,426)

Issuance of common shares for cash

 

 

-

-

 

49,400

Net cash provided by financing activities

 

 

29,900

1,544

 

111,930

 

 

 

 

 

 

 

Change in cash and cash equivalents

 

 

(3,649)

(10,064)

 

477

 

 

 

 

 

 

 

Cash and cash equivalents

 - beginning of period

 

 

4,126

12,435

 

-

 

 

 

 

 

 

 

Cash and cash equivalents

 - end of period

 

$

477

$     2,371

$

477

 

 

 

 

 

 

 

Supplementary Cash Flow Information

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

Interest

 

$

-

$            -

$

-

Income taxes

 

$

-

$            -

$

-



 

The accompanying notes are an integral part of these unaudited financial statements

F-4                

             

Valmie Resources, Inc.

(An Exploration Stage Company)

Notes to Financial Statements

May 31, 2013

(Stated in US Dollars)
(Unaudited)

1.  Organization


Valmie Resources Inc. 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.  


Exploration Stage Company


The Company is considered to be in the exploration stage as defined in FASC 915-10-05 “Development Stage Entities,” and interpreted by the Securities and Exchange Commission for mining companies in Industry Guide 7.  The Company is devoting substantially all of its efforts to development of business plans and the acquisition of mineral 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. 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, 2012, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-Q. 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 six months ended May 31, 2013, are not necessarily indicative of the results that may be expected for the year ending November 30, 2013.




F-5                

             


3.  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.


Share Issuances


Since its inception (August 26, 2011), the Company has issued shares of its common stock as follows:


 

                       

                                                       

                                    

                                  

                                   

 

 

 

 

Price Per

 

  

Date

Description

Shares

  Share

    Amount

 

 

 

 

 

 

  

09/29/11

Shares issued for cash

3,500,000

$ 0.01  

 $   35,000  

  

11/15/11

Shares issued for cash

1,440,000

   0.01

      14,400  

 

  

Cumulative Totals

4,940,000

  

 $   49,400   




Of these shares, 3,500,000 were issued to a director and officer of the Company. 1,440,000 shares were issued to independent investors.


At May 31, 2013, the Company had no issued or outstanding stock options or warrants.


F-6                

             

4.
 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 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;

c)

an additional $60,000 cash on September 30, 2013;

d)

an additional $120,000 cash on September 30, 2014 and

e)

incur a minimum of $125,000 ($6,248 has been incurred as of May 31, 2013) on exploration and development work by December 31, 2013 and every subsequent year thereafter, through 2014.


The Company is responsible for any and all property payments due to any government authority on the property during the term of this 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 this agreement.


As at May 31, 2013, the Company has incurred the following on its resource property:

 

 

 May 31,

2013

 November 30,

2012

 

 

 

Acquisition cost

$                

15,000

$                

15,000

 

 

 

Exploration costs, beginning of period

$        

          6,248

$                  4,218

     Exploration

                           -

                    2,030


Exploration  costs, end of period


$                  6,248


$                  6,248

 

 

 



F-7                

             


 

5.  Due to Related Party


Amount due to related party at May 31, 2013, is non-interest bearing, unsecured and with no fixed terms of repayment.

 

6.  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 May 31, 2013, the Company had a working capital deficiency of $80,565 (November 30, 2012 – $48,260) and an accumulated deficit of $129,965 (November 30, 2012 - $97,660).  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 mineral properties 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.


7.  Subsequent Events


The Company has evaluated subsequent events from May 31, 2013, through the date of this report, and determined there are no additional items to disclose.



F-8                

             



ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Safe Harbor Statement


This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, 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 the 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 discusses our financial condition and results of operations 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 and the notes thereto included elsewhere herein.


The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q.  The discussions 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 a startup company and have not yet realized any revenues.  Our efforts, to date, have focused primarily on the development and implementation of our business plan.


Liquidity and Capital Resources


As of May 31, 2013, we had cash and cash equivalents of $477 and a working capital deficit of $80,565.  As of May 31, 2013 our accumulated deficit was $129,965.  As of May 31, 2013, we have not yet earned any revenues.


We used net cash of $33,549 from operating activities for the six months ended May 31, 2013 compared to using net cash of $11,608 in operating activities for the same period in 2012.  We did not use any money in investing activities for the six months ended May 31, 2013.  We received net cash of $29,900 from financing activities for the six months ended May 31, 2013 compared to receiving net cash of $1,544 in financing activities for the same period in 2012.  



4                

             


These financial statements have been prepared on the assumption that we are a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations.  Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future.  Our continuation as a going concern is dependent upon our ability to attain profitable operations and generate funds therefrom, and/or raise equity capital or borrowings sufficient to meet current and future obligations.  Management plans to raise equity financings over the next twelve months to finance operations.  There is no guarantee that we will be able to complete any of these objectives.  We have incurred losses from operations since inception and at May 31, 2013, have a working capital deficiency and an accumulated deficit that creates substantial doubt about our ability to continue as a going concern.


Results of Operations for the three months ended May 31, 2013 compared to the three months ended May 31, 2012 and from inception to May 31, 2013.


No Revenues


Since our inception on August 26, 2011 to May 31, 2013, we have not yet earned any revenues.  As of May 31, 2013, we have an accumulated deficit of $129,965.  At this time, our ability to generate any significant revenues continues to be uncertain.  Our financial statements contain an additional explanatory paragraph in Note 6, which identifies issues that raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustment that might result from the outcome of this uncertainty.


Net Income/Loss


We incurred a net loss of $8,769 for the three months ended May 31, 2013, compared to a net loss of $8,791 for the same period in 2012.  From inception on August 26, 2011 to May 31, 2013, we have incurred a net loss of $129,965.  Our basic and diluted loss per share was $0.00 for the three months ended May 31, 2013, and $0.00 for the same period in 2012.  


Expenses


Our total operating expenses decreased slightly from $8,791 to $8,769 for the three months ended May 31, 2013 compared to the same period in 2012.  Our expenses were comprised of general and administrative of $3,869 ($1,605 in 2012), professional fees of $4,500 ($2,186 in 2012) and transfer agent fees of $400 ($5,000 in 2012).  Since our inception on August 26, 2011 to May 31, 2013, we have incurred total operating expenses of $129,965.  


Results of Operations for the six months ended May 31, 2013 compared to the six months ended May 31, 2012


No Revenues


We did not earn any revenues during the six months ending on May 31, 2013, nor did we earn any revenues during the same period in 2012.  At this time, our ability to generate any significant revenues continues to be uncertain.


5               

             


Net Loss


We incurred a net loss of $32,305 for the six months ended May 31, 2013, compared with a loss of $21,294 in the prior year.  Our basic and diluted loss per share was $0.01 for the six months ended May 31, 2013 and $0.00 for the six months ended May 31, 2012.  

Expenses


Our total operating expenses were $32,305 for the six months ended May 31, 2013 compared to $21,294 for the same period in 2012.  Our expenses were comprised of general and administrative of $6,408 ($1,608 in 2012), professional fees of $12,824 ($9,686 in 2012) and transfer agent fees of $13,073 ($10,000 in 2012).


Inflation


The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.


Off-Balance Sheet Arrangements


As of May 31, 2013, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our 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

 

Evaluation of disclosure controls and procedures.  


As of May 31, 2013, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act.  Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer 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.


Changes in internal controls.  


During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



6               

             


PART II – OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS


As of June 24, 2013 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.  Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.


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.


7               

             

ITEM 6.  EXHIBITS



Exhibit

Number

Exhibit

Description

31.1

Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-101.INS

XBRL Instance Document

EX-101.SCH

XBRL Taxonomy Extension Schema

EX-101.CAL

XBRL Taxonomy Extension Calculation Linkbase

EX-101.LAB

XBRL Taxonomy Extension Label Linkbase

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.



  

VALMIE RESOURCES, INC.

 

 

(REGISTRANT)

  

 

Date:  July 1, 2013

/s/ Mauro Baessato

 

 

Mauro Baessato

  

 

President, Chief Executive Officer, Chief Financial Officer and Director

 

 

(Authorized Officer for Registrant)





8