Item 1. Financial Statements
VALMIE RESOURCES, INC.
(An Exploration Stage
Company)
INDEX TO FINANCIAL STATEMENTS
August 31, 2013
(Stated in US Dollars)
(Unaudited)
Valmie Resources, Inc.
(An Exploration Stage Company)
Balance Sheets
(Stated in US Dollars)
(Unaudited)
|
|
August 31, 2013
|
|
|
November 30, 2012
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
113
|
|
|
$
|
4,126
|
|
Total Current Assets
|
|
|
113
|
|
|
|
4,126
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
113
|
|
|
$
|
4,126
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
-
|
|
|
$
|
19,756
|
|
Due to related party
(Note 5)
|
|
|
91,342
|
|
|
|
32,630
|
|
Total Current Liabilities
|
|
|
91,342
|
|
|
|
52,386
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
91,342
|
|
|
|
52,386
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIENCY
|
|
|
|
|
|
|
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Capital stock
(Note 3)
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|
|
|
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|
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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
|
|
|
(140,629
|
)
|
|
|
(97,660
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders’ Deficiency
|
|
|
(91,229
|
)
|
|
|
(48,260
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficiency
|
|
$
|
113
|
|
|
$
|
4,126
|
|
The accompanying notes are an integral
part of these unaudited financial statements
Valmie Resources, Inc.
(An Exploration Stage Company)
Statements of Operations
(Stated in US Dollars)
(Unaudited)
|
|
Three Months
|
|
|
Three Months
|
|
|
Nine Months
|
|
|
Nine Months
|
|
|
Cumulative from
Inception
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
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(August 26, 2011) to
|
|
|
|
August 31, 2013
|
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|
August 31, 2012
|
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|
August 31, 2013
|
|
|
August 31, 2012
|
|
|
August 31, 2013
|
|
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|
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|
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Revenue:
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
2,074
|
|
|
|
3,213
|
|
|
|
8,482
|
|
|
|
4,821
|
|
|
|
21,048
|
|
Mining expenses
(
Note 4)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
21,248
|
|
Professional
fees
|
|
|
7,990
|
|
|
|
10,125
|
|
|
|
20,814
|
|
|
|
19,811
|
|
|
|
62,550
|
|
Transfer agent
fees
|
|
|
600
|
|
|
|
5,000
|
|
|
|
13,673
|
|
|
|
15,000
|
|
|
|
35,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss for the Period
|
|
$
|
(10,664
|
)
|
|
$
|
(18,338
|
)
|
|
$
|
(42,969
|
)
|
|
$
|
(39,632
|
)
|
|
$
|
(140,629
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted Loss per Common Share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
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
Valmie Resources, Inc.
(An Exploration Stage Company)
Statements of Changes in Stockholders’ Equity (Deficiency)
(Stated in US Dollars)
(Unaudited)
|
|
Common Stock
|
|
|
Additional
|
|
|
Deficit Accumulated During the
|
|
|
Stockholders’
|
|
|
|
Number of Shares
|
|
|
Amount
|
|
|
Paid-in Capital
|
|
|
Exploration Stage
|
|
|
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
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(42,969
|
)
|
|
|
(42,969
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – August 31, 2013
|
|
|
4,940,000
|
|
|
$
|
4,940
|
|
|
$
|
44,460
|
|
|
$
|
(140,629
|
)
|
|
$
|
(91,229
|
)
|
The accompanying notes are an integral
part of these unaudited financial statements
Valmie Resources, Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
(Unaudited)
|
|
Nine Months Ended
August 31, 2013
|
|
|
Nine Months Ended
August 31, 2012
|
|
|
Cumulative from Inception
(August 26, 2011) to
August 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
$
|
(42,969
|
)
|
|
$
|
(39,632
|
)
|
|
$
|
(140,629
|
)
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
1,256
|
|
|
|
2,391
|
|
|
|
21,012
|
|
Prepaid expenses
|
|
|
-
|
|
|
|
13,220
|
|
|
|
-
|
|
Net cash used in operations
|
|
|
(41,713
|
)
|
|
|
(24,021
|
)
|
|
|
(119,617
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from related party payable
|
|
|
37,700
|
|
|
|
20,600
|
|
|
|
72,756
|
|
Payments to related party payable
|
|
|
-
|
|
|
|
(4,456
|
)
|
|
|
(2,426
|
)
|
Issuance of common shares for cash
|
|
|
-
|
|
|
|
-
|
|
|
|
49,400
|
|
Net cash provided by financing activities
|
|
|
37,700
|
|
|
|
16,144
|
|
|
|
119,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
(4,013
|
)
|
|
|
(7,877
|
)
|
|
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - beginning of
period
|
|
|
4,126
|
|
|
|
12,435
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - end of period
|
|
$
|
113
|
|
|
$
|
4,558
|
|
|
$
|
113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable paid by related party
|
|
$
|
21,012
|
|
|
$
|
-
|
|
|
$
|
21,012
|
|
The accompanying notes are an integral
part of these unaudited financial statements
Valmie Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2013
(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.
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-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, 2013, are not necessarily indicative of the results that may be expected
for the year ending November 30, 2013.
Valmie Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2013
(Stated in US Dollars)
(Unaudited)
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 August 31, 2013, the Company had
no issued or outstanding stock options or warrants.
Valmie Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2013
(Stated in US Dollars)
(Unaudited)
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
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 ($6,248 has been incurred as of August 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 August 31, 2013, the
Company has incurred the following on the Property:
|
|
August 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
|
|
Valmie Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2013
(Stated in US Dollars)
(Unaudited)
5. Due to Related Party
Amount due to related party at August
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 August 31, 2013, the Company had a working capital
deficiency of $91,229 (November 30, 2012 – $48,260) and an accumulated deficit of $140,629 (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 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.
7.
Subsequent Events
The Company has evaluated subsequent
events from September 1, 2013, 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., 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
Three Months ended August
31, 2013
and 2012
and August 26, 2011 (Inception) to August 31, 2013
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.
Expenses
During the three months ended August
31, 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. During the same period in 2012, we incurred $18,338 in operating expenses, including
$10,125 in professional fees, $3,213 in general and administrative expenses and $5,000 in transfer agent fees. The $7,674 decrease
in our operating expenses between the two periods was therefore attributable to decreases in each of our expense categories, and
notably, the $4,400 reduction in our transfer agent fees. From our inception on August 26, 2011 to
August
31, 2013
, we incurred $140,629 in operating expenses.
Net Loss
During the three
months ended August 31, 2013, we incurred a net loss of $10,664, whereas we incurred a net loss of $18,338 during the same
period in 2012. Our basic and diluted net loss per share during each of those periods was $0.00. From our inception on August 26,
2011 to
August 31, 2013
, we incurred a net loss of $140,629.
Nine Months ended August 31, 2013 and 2012
Expenses
During the nine months ended August
31,
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. During the same period in 2012, we incurred $39,632 in operating expenses, including
$19,811 in professional fees, $8,482 in general and administrative expenses and $15,000 in transfer agent fees. The $3,337 increase
in our operating expenses between the two periods was therefore primarily due to the $3,661 increase in our general and administrative
expenses as offset by the fluctuations in our other two expense categories.
Net Loss
During the nine months ended August 31, 2013, we incurred a net
loss of $42,969, whereas we incurred a net loss of $39,632 during the same period in 2012. Our basic and diluted loss per share
during each of those periods was $0.01.
Liquidity and Capital Resources
As of
August 31, 2013
, we had
$113 in cash and cash equivalents, $113 in total assets, $91,342 in total liabilities, a working capital deficit of $91,229 and
an accumulated deficit of $140,629.
During the nine months
ended August 31, 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.
During the same period in 2012 we used $24,021 in net cash on operating activities, our accounts payable increased by $2,391
and our prepaid expenses increased by $13,220. The majority of our spending on operating activities for the nine months ended
August 31, 2013 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, 2013 or 2012.
During the nine months ended August 31, 2013, we received $37,700
from financing activities, all of which was in the form of proceeds from a related party. During same period in 2012, we received
$16,144 from financing activities, including $20,600 in proceeds from a related party as offset by $4,456 in payments we made to
a related party.
During the nine months ended August 31, 2013 our cash position decreased
by $4,013, from $4,126 to $113. 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, 2013, we had a working capital deficit of $91,229 and an
accumulated deficit of $140,629.
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 our
properties 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.