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, 2016

 

[  ]  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.)
     

1001 S Dairy Ashford Road, Suite 100

Houston, TX

  77077
(Address of principal executive offices)   (Zip Code)

 

(713) 595-6675

(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 12, 2016 the registrant had 67,263,311 shares of common stock outstanding.

 

 

 

   
   

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION    
       
Item 1. Consolidated Financial Statements (Unaudited)   3
Item 2. Management’s Discussion & Analysis of Financial Condition and Results of Operations   4
Item 3. Quantitative and Qualitative Disclosures About Market Risk   9
Item 4. Controls and Procedures   9
       
PART II – OTHER INFORMATION    
       
Item 1. Legal Proceedings   10
Item 1A. Risk Factors   10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   10
Item 3. Defaults Upon Senior Securities   10
Item 4. Mine Safety Disclosures   10
Item 5. Other Information   10
Item 6. Exhibits   10

 

  2  
   

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

VALMIE RESOURCES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2016

(Stated in US Dollars)

 

  Page
   
Consolidated Balance Sheets F-1
   
Consolidated Statements of Operations F-2
   
Consolidated Statements of Cash Flows F-3
   
Notes to the Unaudited Interim Consolidated Financial Statements F-4 – F-10

 

 

3

 
 

 

Valmie Resources, Inc.

Consolidated Balance Sheets

(Stated in US Dollars)

(Unaudited)

 

    August 31, 2016     November 30, 2015  
    (unaudited)        
ASSETS            
             
Current Assets                
Cash and cash equivalents (Note 4)   $ 45,717     $ 22,876  
Subscription receivable     100,000       -  
Prepaid expenses     350       350  
Total Current Assets     146,067       23,226  
                 
Non-current Assets                
Prototype development (at cost)     34,019       32,732  
Investment in joint venture (Note 5)     63,611       -  
Total Non-current Assets     97,630       32,732  
                 
Total Assets   $ 243,697     $ 55,958  
                 
LIABILITIES                
                 
Current Liabilities                
Accounts payable and accrued liabilities   $ 25,841     $ 61,195  
Promissory note (Note 9)     19,592       17,897  
Total Current Liabilities     45,433       79,092  
                 
Promissory Notes (Note 9)     -       104,737  
                 
Total Liabilities     45,433       183,829  
                 
STOCKHOLDERS’ EQUITY (DEFICIENCY)                
                 
Capital stock (Note 6)                
Authorized:                
10,000,000 preferred shares, $0.001 per share                
750,000,000 common shares, $0.001 par value                
Issued and outstanding:                
2,000,000 preferred shares     2,000       2,000  
67,263,311 common shares (November 30, 2015 – 64,092,035 common shares)     67,263       64,092  
                 
Additional paid-in capital     14,667,600       13,743,781  
Retained deficit     (14,538,599 )     (13,937,744 )
                 
Total Stockholders’ Equity (Deficiency)     198,264       (127,871 )
                 
Total Liabilities and Stockholders’ Equity   $ 243,697     $ 55,958  

 

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

 

  F- 1  
   

 

Valmie Resources, Inc.

Consolidated Statements of Operations

(Stated in US Dollars)

(Unaudited)

 

    Three Months Ended
August 31, 2016
    Three Months Ended
August 31, 2015
    Nine Months Ended
August 31, 2016
    Nine Months Ended
August 31, 2015
 
                         
Revenue   $ -     $ -     $ -     $ -  
                                 
Operating Expenses                                
General and administrative     43,353       (3,826 )     84,775       20,476  
Management fees (Note 8)     22,500       15,000       52,500       37,000  
Professional fees     45,263       177,280       120,288       345,740  
Transfer agent fees     1,995       1,775       5,444       3,928  
                                 
Loss from Operations     (113,111 )     (190,229 )     (263,007 )     (407,144 )
                                 
Other expenses                                
Interest     (454 )     -       (13,313 )     1,190  
Equity loss in joint venture (Note 5)     (56,773 )     -       (58,389 )     -  
Loss on settlement of debt     -       -       (266,146 )     (10,404,422 )
      (57,227 )     -       (337,848 )     (10,403,232 )
                                 
Net Loss   $ (170,338 )   $ (190,229 )   $ (600,855 )   $ (10,810,376 )
                                 
Basic and Diluted Loss per Common Share   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.07 )
                                 

Weighted Average Number of Common Shares Outstanding

    66,897,141       63,987,965       65,310,610       150,774,391  

 

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

 

  F- 2  
   

 

Valmie Resources, Inc.

Consolidated Statements of Cash Flows

(Stated in US Dollars)

(Unaudited)

 

    Nine Months
Ended
August 31, 2016
    Nine Months
Ended
August 31, 2015
 
             
Cash Flows from Operating Activities                
Net loss   $ (600,855 )   $ (10,810,376 )
Items not affecting cash                
Loss on settlement of debt by issuing common stock     266,146       10,404,422  
Equity loss in joint venture     58,389       -  
Changes in operating assets and liabilities                
Accounts payable and accrued liabilities     (35,355 )     116,342  
Prepaid expenses     -       (350 )
Interest accrual     13,313       (313 )
Net cash used in operations     (298,362 )     (290,275 )
                 
Cash Flows from Investing Activities                
Advances to Vertitek Inc.     -       (25,500 )
Cash acquired on the acquisition of Vertitek Inc.     -       6,132  
Investment in joint venture     (122,000 )     -  
Increase in prototype development     (1,287 )     (20,220 )
Net cash used in investing activities     (123,287 )     (39,588 )
                 
Cash Flows from Financing Activities                
Proceeds from promissory notes     172,500       320,000  
Repayment of promissory notes     (75,000 )     -  
Proceeds from sale of common stock     346,990       -  
Net cash provided by financing activities     444,490       320,000  
                 
Change in cash and cash equivalents     22,841       (9,863 )
                 
Cash and cash equivalents – beginning of period     22,876       12,565  
                 
Cash and cash equivalents – end of period   $ 45,717     $ 2,702  
                 
Supplementary Cash Flow Information                
Cash paid for                
Interest   $ -     $ -  
Income taxes   $ -     $ -  
                 
Supplementary Disclosure of Non-Cash Investing Activity                
Issuance of common stock for subsidiary   $ -     $ 2,770,000  
Issuance of common stock for settlement of promissory notes   $ 200,000     $ 383,927  
Issuance of common stock for intangible asset   $ -     $ 100,000  

 

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

 

  F- 3  
   

 

Valmie Resources, Inc.

Notes to Consolidated Financial Statements

(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 (“US GAAP”), and the Company’s fiscal year end is November 30.

 

In early December 2014, the Company changed its business focus from mining to pursuing opportunities for the commercialization of leading edge products and services in the rapidly expanding technology industry.

 

On March, 31, 2015, the Company acquired 100% interest in Vertitek Inc., a Wyoming corporation (“Vertitek”). Vertitek was established to provide unmanned vehicle software, hardware and cloud services for a wide range of commercial applications around the globe. Vertitek is in the process of developing the V-1 Drone SM , a cutting edge multi-rotor UAV designed specifically to meet the requirements of a growing commercial user base.

 

On April 15, 2016, the Company entered into a Joint Venture Agreement to form AeroLift eXpress LLC (“AeroLift”). The Company owns 50% of AeroLift and has committed funding up to $500,000 to launch the AeroLift business model.

 

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 US GAAP 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, 2015, included in the Company’s Form 10-K filed with the SEC. The unaudited interim consolidated 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, 2016 are not necessarily indicative of the results that may be expected for the year ending November 30, 2016.

 

  F- 4  
   

 

Valmie Resources, Inc.

Notes to Consolidated Financial Statements

(Stated in US Dollars)

(Unaudited)

 

3. Acquisition of Vertitek Inc.

 

On March 31, 2015, the Company issued 1,000,000 shares of common stock in exchange for 100% of the issued and outstanding shares of Vertitek. Vertitek was previously named Landstar Leasing, Inc. (“Landstar”) and was incorporated pursuant to the Wyoming Business Corporation Act on February 19, 2014. On November 19, 2014, Landstar changed its name to Vertitek Inc. As a result of the acquisition, Vertitek became a wholly owned subsidiary of the Company.

 

In December 2014, the Company changed its business focus from mining to opportunities in the technology industry. The acquisition of Vertitek enables the Company to pursue its new business focus as Vertitek has focused on the development of unmanned vehicle software, hardware and cloud services for a wide range of commercial applications around the globe. Vertitek is in the process of developing the V-1 Drone SM , a cutting edge multi-rotor unmanned aerial vehicle (“UAV”) designed specifically to meet the requirements of a growing commercial user base.

 

The acquisition was accounted for as an asset acquisition in accordance with US GAAP as Vertitek did not meet the definition of a business. Vertitek did not consist of sufficient processes (systems, standards, protocols, conventions or rules) that would be able to be applied to those inputs and have the ability to create outputs as required by Accounting Standards Codification 805.

 

In exchange for common stock of $2,770,000, the Company acquired $18,355 of financial assets, $2,777,145 of intangible assets related to intellectual property and $25,500 of financial liabilities. The total value of the intangible assets related to intellectual property ($2,777,145) was impaired and written-off as of November 30, 2015.

 

4. Cash and Cash Equivalents

 

    August 31, 2016     November 30, 2015  
             
Cash on deposit   $ 45,717     $ 22,876  
    $ 45,717     $ 22,876  

 

5. Investment in Partnership

 

On April 15, 2016, the Company and its partner, James Stafford, a Texas resident (“Stafford”) (collectively the “Members”), organized a joint venture entity, AeroLift Express LLC (“AeroLift”), to develop and launch integrated service and solution offerings utilizing the latest advancements in the UAV industry.

 

The material terms of the joint venture agreement between the Members are as follows:

 

The Company will contribute to AeroLift startup financing in periodic amounts, the total of which will not exceed $500,000. Such financing will be made available to AeroLift in monthly installments of $25,000 for the first 3 months from the date of execution of the joint venture agreement (paid).
   
AeroLift will set aside a reserve fund, for operations, payroll, expansion, and employee bonuses from AeroLift’s after-tax profit. The ratio of the reserve fund to AeroLift’s after-tax profit will not be lower than 10% and may be a higher percentage with unanimous approval of the Members. The distributed profit, which is the profit after above funds have been allocated, will be distributed to Members, in proportion to their member interests.

  

  F- 5  
   

 

Valmie Resources, Inc.

Notes to Consolidated Financial Statements

(Stated in US Dollars)

(Unaudited)

 

5. Investment in Partnership (continued)

 

The carrying value of $63,611 at August 31, 2016 (November 30, 2015 – $Nil) includes $122,000 in advances plus the Company’s share of the cumulative net loss of AeroLift of $58,389 (November 30, 2015 – $Nil).

 

Summary of financial information of AeroLift

 

For the period ended August 31,

 

    2016     2015  
             
General and administrative   $ 10,371     $ -  
Payroll     19,282       -  
Subcontractors     53,672       -  
Travel and promotion     33,453       -  
Net loss for the period   $ 116,778     $ -  

 

6. Capital Stock

 

Authorized Stock

 

At inception, the Company authorized 100,000,000 shares of common stock with a par value of $0.001 per share. Each 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 consolidated financial statements.

 

On December 10, 2014, the holders of a majority of the Company’s issued and outstanding common stock approved a set of amended and restated articles of incorporation that, among other things, increased the Company’s authorized capital to 760,000,000 shares, consisting of 750,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of “blank check” preferred stock, par value $0.001.

 

On December 11, 2014, the Company’s sole director approved the designation of 2,000,000 shares of the Company’s authorized but unissued “blank check” preferred stock, par value $0.001, as Series “A” preferred stock. The shares of Series “A” preferred stock carry certain rights and preferences and 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.

 

  F- 6  
   

 

Valmie Resources, Inc.

Notes to Consolidated Financial Statements

(Stated in US Dollars)

(Unaudited)

 

6. Capital Stock (continued)

 

The preferred stock ranks senior to (a) any other series of preferred stock of the Company currently existing or hereafter created (b) the common stock of the Company, now existing or hereafter issued and (c) any other class of securities of the Company, in each case with respect to dividend distributions and distributions of assets upon the liquidation, dissolution or winding up of the Company whether voluntary or involuntary.

 

The Company formally effected the designation by filing a Certificate of Designation with the Nevada Secretary of State on January 15, 2015.

 

Share Issuances

 

On January 16, 2015, the owner of an aggregate of 237,360,000 shares of the Company’s common stock agreed to cancel those shares in exchange for the issuance of the 2,000,000 shares of Series “A” preferred stock. 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.

 

On April 6, 2015, the Company issued 3,500,000 shares of common stock at a deemed price of $0.10 per share in settlement of promissory notes totaling $350,000, including $300,000 in proceeds received during the fiscal year. The stock was valued at the $2.81 trading price per share, resulting in a loss on the settlement of debt in the amount of $9,485,000.

 

On April 6, 2015, the Company issued 339,270 shares of common stock at a deemed price of $0.10 per share in settlement of related party loans totaling $33,927. The stock was valued at the $2.81 trading price per share, resulting in a loss on the settlement of debt in the amount of $919,422.

 

On April 6, 2015, the Company issued 1,000,000 shares of common stock at a price of $2.77 per share for the acquisition of Vertitek. The stock was valued at $2.77 per share on the effective date of the acquisition of Vertitek, March 31, 2015.

 

On July 21, 2015, the Company issued 212,765 shares of common stock at a deemed price of $0.47 per share for the purchase of all of the rights, title and interest in and to certain intellectual property from the Company’s President.

 

On April 26, 2016, the Company issued 2,000,000 shares of common stock at a deemed price of $0.10 per share in settlement of promissory notes totaling $200,000. The stock was valued at the $0.24 trading price per share, resulting in a loss on the settlement of debt in the amount of $280,000.

 

On May 9, 2016, the Company issued 360,360 shares of common stock to an investor at a deemed price of $0.14 per share for proceeds of $50,000.

 

On June 20, 2016, the Company issued 317,360 shares of common stock to an investor at a deemed price of $0.32 per share for proceeds of $100,000.

 

On June 29, 2016, the Company issued 155,738 shares of common stock to an investor at a deemed price of $0.64 per share for net proceeds of $98,495.

 

On July 14, 2016, the Company issued 127,114 shares of common stock to an investor at a deemed price of $0.79 per share for net proceeds of $98,495.

 

On August 25, 2016, the Company issued 210,704 shares of common stock to an investor at a deemed price of $0.47 per share. Total proceeds of $100,000 were received subsequent to the period ended August 31, 2016 and the amount is recorded as subscription receivable on the balance sheet.

 

  F- 7  
   

 

Valmie Resources, Inc.

Notes to Consolidated Financial Statements

(Stated in US Dollars)

(Unaudited)

 

6. Capital Stock (continued)

 

As of August 31, 2016, the Company had 67,263,311 issued and outstanding shares of common stock and 2,000,000 issued and outstanding shares of Series “A” preferred stock.

 

At August 31, 2016, the Company had no issued or outstanding stock options or warrants.

 

7. 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 (not paid); and
   
e) incur a minimum of $125,000 ($12,654 was incurred as of February 29, 2016) on exploration and development work by December 31, 2013 and every subsequent year thereafter, through 2014.

 

The entity that owns the Property made the 2014 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 and the annual exploration and development work.

 

The Company was 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 entity that owns the Property terminated the option agreement with the Company on July 28, 2014 and the above mentioned reimbursement of $6,406 remains outstanding. The Company has no further rights to the Property.

 

  F- 8  
   

 

Valmie Resources, Inc.

Notes to Consolidated Financial Statements

(Stated in US Dollars)

(Unaudited)

 

8. Related Party Transactions

 

On July 15, 2015, the Company entered into an asset purchase agreement with its current President pursuant to which the Company acquired all of the right, title and interest in and to certain intellectual property from the President in consideration for the issuance of $100,000 worth of common stock on that date at a deemed price of $0.47 per share. As a result, the Company issued 212,765 shares of common stock to the President. The entire $100,000 of intellectual property was impaired and written-off as of November 30, 2015.

 

During the period ended August 31, 2016, the Company paid management fees of $52,500 (2015 – $32,000) to its current President and $Nil (2015 – $5,000) to a former director, and converted $Nil (2015 – $33,927) in debt owed to a former director into common stock resulting in a loss on the settlement of debt in the amount of $Nil (2015 – $919,422). The Company had $Nil (2015 – $10,782) in debt forgiven by its majority shareholder.

 

9. Promissory Notes

 

On August 18, 2014, the Company entered into a promissory note agreement with Investor A for an aggregate amount of $50,000 plus simple interest at an annual interest rate of 15%, repayable on August 18, 2016. On April 6, 2015, the promissory note was settled through the issuance of 500,000 shares of common stock. The Company recognized a loss of $1,355,000 in connection with the debt settlement.

 

On October 7, 2014, the Company entered into another promissory note agreement with Investor A for an aggregate amount of $25,000 plus simple interest at an annual interest rate of 15%, repayable on October 7, 2016. On April 6, 2015, the promissory note was settled through the issuance of 250,000 shares of common stock. The Company recognized a loss of $677,500 in connection with the debt settlement.

 

On October 22, 2014, the Company entered into a promissory note agreement with Investor B for an aggregate amount of $15,000 plus simple interest at an annual interest rate of 15%, repayable on October 22, 2016. As of August 31, 2016, $15,000 was received and interest accrued of $4,592 ($2,897 as at November 30, 2015).

 

On November 23, 2014, the Company entered into a promissory note agreement with Investor C for an aggregate amount of $75,000 plus simple interest at an annual interest rate of 15%, repayable on November 23, 2016. On April 6, 2015, the promissory note was settled through the issuance of 750,000 shares of common stock. The Company recognized a loss of $2,032,500 in connection with the debt settlement.

 

On December 29, 2014, the Company entered into another promissory note agreement with Investor A for an aggregate amount of $75,000 plus simple interest at an annual interest rate of 15%, repayable on December 29, 2016. On April 6, 2015, the promissory note was settled through the issuance of 750,000 shares of common stock. The Company recognized a loss of $2,032,500 in connection with the debt settlement.

 

On January 26, 2015, the Company entered into another promissory note agreement with Investor A for an aggregate amount of $50,000 plus simple interest at an annual interest rate of 15%, repayable on January 26, 2017. On April 6, 2015, the promissory note was settled through the issuance of 500,000 shares of common stock. The Company recognized a loss of $1,355,000 in connection with the debt settlement.

 

  F- 9  
   

 

Valmie Resources, Inc.

Notes to Consolidated Financial Statements

(Stated in US Dollars)

(Unaudited)

 

9. Promissory Notes (continued)

 

On February 27, 2015, the Company entered into another promissory note agreement with Investor A for an aggregate amount of $25,000 plus simple interest at an annual interest rate of 15%, repayable on February 27, 2017. On April 6, 2015, the promissory note was settled through the issuance of 250,000 shares of common stock. The Company recognized a loss of $677,500 in connection with the debt settlement.

 

On March 20, 2015, the Company entered into another promissory note agreement with Investor A for an aggregate amount of $50,000 plus simple interest at an annual interest rate of 15%, repayable on March 20, 2017. On April 6, 2015, the promissory note was settled through the issuance of 500,000 shares of common stock. The Company recognized a loss of $1,355,000 in connection with the debt settlement.

 

During the period ended August 31, 2016, the Company entered into multiple promissory note agreements with Investor D for an aggregate amount of $172,500 ($102,500 in aggregate during the year ended November 30, 2015). The promissory notes mature two years from the date of the inception of the notes and bear simple interest at an annual interest rate of 15%. The notes are secured by all of the assets, properties, goods, inventory, equipment, furniture, fixtures, leases, supplies, records, money, documents, instruments, chattel paper, accounts, intellectual property rights (including but not limited to, copyrights, moral rights, patents, patent applications, trademarks, service marks, trade names, trade secrets) and other general intangibles, whether owned by Company on the date of the note or hereafter acquired, and all proceeds thereof. On April 27, 2016, $200,000 of the promissory notes was settled through the issuance of 2,000,000 shares of common stock, and the associated accrued interest of $13,854 was waived. The Company recognized a loss of $266,146 in connection with the debt settlement. During the period ended August 31, 2016, the Company repaid the remaining promissory notes in full for an aggregate amount of $75,000.

 

10. Going Concern and Liquidity Considerations

 

The consolidated 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, 2016, the Company had working capital of $634 (November 30, 2015 – working capital deficiency of $55,866) and an accumulated deficit of $14,538,599 (November 30, 2015 – $13,937,744). 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 12 months.

 

The ability of the Company to continue in existence is dependent upon, among other things, obtaining additional financing to continue operations and the operations of both Vertitek and Aerolift.

 

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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

11. Commitments

 

Pursuant to a letter of intent dated July 7, 2015, the Company is obligated to pay one vendor $5,000 for costs incurred to construct a prototype and testing of such prototype. As at August 31, 2016, $3,000 has been paid in relation to this obligation.

 

12. Subsequent Events

 

The Company has evaluated subsequent events from August 31, 2016, through the date these financial statements were issued and determined that there are no additional items to disclose.

 

  F- 10  
   

 

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 have one wholly owned subsidiary, Vertitek Inc., a Wyoming corporation (“Vertitek”), and a 50% interest in a joint venture entity, AeroLift eXpress, LLC, a Wyoming limited liability corporation (“AeroLift”). From our inception until the quarter ended August 31, 2014, we were a mineral exploration company exploring for precious metals, or gold and silver targets. Our property, known as the Carico Lake Valley Property (the “Property”), was located in Lander County, Nevada.

 

In July 2014, the landowner notified us that our option to acquire an interest in the Property had been terminated and that the Property had been sold to a third party. Our efforts from that date until the end of our fiscal year ended November 30, 2014, were primarily directed to identifying new development properties.

 

In early December 2014, our majority shareholder determined it was in the best interests of our shareholders to change our business focus from mining to pursuing opportunities for the commercialization of leading edge products and services in the rapidly expanding technology industry. We therefore sought to develop or acquire concepts with valid business models positioned to make a significant impact within the four key technology “megasectors”: software, hardware, networking and semiconductors.

 

Business Strategy

 

The first major step in our shift to the technology sector was the appointment of Gerald B. Hammack as our sole officer and director on December 8, 2014. Mr. Hammack has more than 30 years of experience in a variety of technology-related fields, including programming, digital telephony and database management, as well as substantial expertise in the setup and management of complex data processing systems.

 

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Over the past several years, Mr. Hammack has been developing a series of software platforms and technologies designed to provide the near real-time data processing required by the ever-expanding use of commercial Unmanned Aerial Vehicles or UAVs (more commonly referred to as drones). Towards the end of 2014, we rebranded Mr. Hammack’s development efforts as the AIMD (Automated Intelligence for Mobile Devices) data processing platform and adopted them as our own. On July 15, 2015, we entered into an asset purchase agreement with Mr. Hammack pursuant to which we acquired all of the right, title and interest in and to the intellectual property relating to the AIMD platform in consideration for the issuance of $100,000 worth of our common stock to Mr. Hammack on that date at a deemed price of $0.47 per share. Since we did not acquire any patents from Mr. Hammack, we recognized an intangible asset value of $100,000 related to the acquisition.

 

While in the process of launching the AIMD platform, we determined that it would be necessary to find a partner that had the technology and experience in the design and manufacture of UAVs in order to design and build prototype units to test and refine our product and service offerings. After extensive investigation we located a UAV manufacturer, Vertitek. Vertitek’s hardware and software technology is being designed to enable a sophisticated level of autonomy for UAVs and other autonomous mobilized devices, including precision guidance controls and advanced safety features. Vertitek has several under development commercial UAVs, each of which is a multi-rotor platform that incorporates an integrated, fully autonomous autopilot that can be connected to, and controlled from, the AIMD platform.

 

On January 27, 2015 we entered into a share exchange agreement with Vertitek and the sole shareholder of Vertitek, Masamos Services Ltd., a Cypriot corporation (“Masamos”), to acquire 100% of the capital stock of Vertitek in exchange for the issuance of shares of our common stock to Masamos. On March 31, 2015, the closing of the share exchange agreement occurred and we issued 1,000,000 shares of our common stock to Masamos in exchange for 100% of the issued and outstanding shares of Vertitek. As a result, Vertitek became our wholly owned subsidiary.

 

On April 15, 2016, we entered into a joint venture agreement with James Stafford to form AeroLift (the “Joint Venture Agreement”). Pursuant to the Joint Venture Agreement, we currently own 50% of AeroLift and have committed funding up to $500,000 to launch the AeroLift business model, of which $122,000 had been advanced as of August 31, 2016. AeroLift is led by a team of military trained pilots, mission commanders and specialists with more than 60 years of combined aviation experience. AeroLift’s aircraft are military grade construction adapted for commercial applications. Together with state of the art ground control stations and flight control software, AeroLift intends to deliver cutting edge unmanned services to clients in a variety of challenging environments.

 

To date, we have not generated any revenue through the sales of UAVs or the provision of software, hardware or cloud based services, either through Vertitek, AeorLift or otherwise. As we are still developing our technologies, we have not yet launched our manufacturing, sales or marketing operations and have not yet identified any customers for our systems or solutions.

 

We have never declared bankruptcy, receivership or any similar proceedings nor have we had any material reclassifications, mergers, consolidations, or purchases or sales of a significant amount of assets not in the ordinary course of business.

 

Results of Operations

 

Revenues

 

We have not generated any revenue since our inception. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenue during the next 12 months continues to be uncertain.

 

  5  
 

 

Three Months ended August 31, 2016 and 2015

 

Expenses

 

During the three months ended August 31, 2016, we incurred $113,111 in operating expenses, including $45,263 in professional fees, $43,353 in general and administrative expenses, $22,500 in management fees and $1,995 in transfer agent fees. During the same period in fiscal 2015, we incurred $190,229 in operating expenses, including $177,280 in professional fees, $15,000 in management fees and $1,775 in transfer agent fees, as offset by a $3,286 gain in general and administrative expenses. The $77,118 decrease in our operating expenses between the two periods was therefore primarily attributable to the significant decrease in our professional fees, which was in turn related to our obligations under a consulting agreement we entered into on September 1, 2014 that was amended effective February 28, 2015 to cancel the fixed monthly fee. During the three months ended August 31, 2016, however, our general and administrative expenses increased due to a general increase in our operations.

 

During the three months ended August 31, 2016, we incurred other expenses of $57,227, including a $56,773 equity loss associated with the AeroLift joint venture and $454 in interest expenses, whereas we did not incur any other expenses during the same period in fiscal 2015.

 

Net Loss

 

During the three months ended August 31, 2016, we incurred a net loss from operations of $113,111, a net loss of $170,338, and a net loss per share of $0.00. During the same period in fiscal 2015, we incurred a net loss from operations of $190,229, which was equal to our net loss, and a net loss per share of $0.00.

 

Nine Months ended August 31, 2016 and 2015

 

Expenses

 

During the nine months ended August 31, 2016, we incurred $263,007 in operating expenses, including $120,288 in professional fees, $84,775 in general and administrative expenses, $52,500 in management fees and $5,444 in transfer agent fees. During the same period in fiscal 2015, we incurred $407,144 in operating expenses, including $345,740 in professional fees, $20,476 in general and administrative expenses, $37,000 in management fees and $3,928 in transfer agent fees. The decrease in our operating expenses between the two periods was largely attributable to the decrease in our professional fees as described above, as offset by increases in our general and administrative expenses and management fees.

 

During the three months ended August 31, 2016, we incurred other expenses of $337,855, including a $337,848 loss on the settlement of debt, all of which was related to issuances of common stock to one creditor below market value, a $58,389 equity loss associated with the AeroLift joint venture, and $13,313 in interest expenses. During the same period in fiscal 2015, we incurred other expenses of $10,403,232, including a $10,404,422 loss on the settlement as offset by an interest gain of $1,190. That loss on the settlement of debt was entirely due to issuances of common stock to various creditors that we completed on April 6, 2015, including 3,500,000 shares pursuant to the settlement of various promissory notes at a deemed price of $0.10 per share, which was well below the market price of our common stock on that day.

 

Net Loss

 

During the nine months ended August 31, 2016, we incurred a net loss from operations of $263,007, a net loss of $600,855, and a net loss per share of $0.01. During the same period in fiscal 2015, we incurred a net loss from operations of $407,144, a net loss of $10,810,376 and a net loss per share of $0.07.

 

  6  
 

 

Liquidity and Capital Resources

 

As of August 31, 2016, we had $45,717 in cash and cash equivalents, $146,067 in current assets, $243,697 in total assets, $45,433 in current and total liabilities, a working capital surplus of $100,634 and a retained deficit of $14,538,599.

 

During the nine months ended August 31, 2016, we used $298,362 in net cash on operating activities due to a combination of our adjusted net loss and certain changes in our operating assets and liabilities, including a $35,355 decrease in our accounts payable and $13,313 in interest accrual. During the same period in fiscal 2015 we used $290,275 in net cash on operating activities due primarily to our adjusted net loss and a $116,342 increase in our accounts payable. The majority of our spending on operating activities for the nine months ended August 31, 2016 and 2015 was attributable to our net loss as described above, as adjusted for any equity loss on the AeroLift joint venture and loss on the settlement of debt, and was associated with carrying out our reporting obligations under applicable securities laws and pursuing opportunities for the commercialization of products and services in the technology industry.

 

During the nine months ended August 31, 2016, we used $123,287 in net cash on investing activities, including our initial $122,000 investment in AeroLift. During the same period in fiscal 2015, we used $39,588 in net cash on investing activities, substantially all of which was in the form of advances to Vertitek and prototype development costs.

 

During the nine months ended August 31, 2016, we received $444,490 from financing activities, including $346,990 in proceeds from the sale of our common stock and $172,500 in proceeds from promissory notes, as offset by a $75,000 promissory note repayment. During the same period in fiscal 2015, we received $320,000 from financing activities, all of which was in the form of proceeds from promissory notes.

 

During the nine months ended August 31, 2016, our cash position increased by $22,841 due to a combination of our operating, investing 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.

 

Plan of Operations  

 

We will need to raise additional capital to carry out our business plan. We have a 24-month plan during which we intend to implement business development and marketing initiatives in order to create a vertically integrated UAV goods and services provider that covers all operational areas from technology development to the end user experience.

 

We believe we must raise approximately $1,900,000 to pay for expenses associated with the development and commercialization of the products and services being offered by us, Vertitek and AeroLift. Of this, we plan to use $1,150,000 to finance our general and administrative expenses as well as acquire new equipment and systems, which we in turn plan to lease to our subsidiaries; $250,000 to develop Vertitek and its latest offering, Vertitek Racing; and $500,000 to help launch AeroLift.

 

Valmie

 

Description   Estimated Amount
($)
 
General and administrative expenses (including management fees and professional fees)     500,000  
Acquisition of equipment and UAV systems     400,000  
Software application and development     250,000  
Total     1,150,000  

 

  7  
 

 

During the next 24 months, we will continue to focus on integrating and leveraging our operating subsidiaries, Vertitek and AeroLift, to develop and expand our position within the commercial UAV industry. We plan to seek acquisition opportunities or joint venture partners that will allow us to enter under-developed or under-served segments of the market, and intend to form a leasing entity through which we will acquire the systems and technologies required by our operating subsidiaries and lease them at commercially reasonable rates. Using this leasing system, we will be able to maintain control of our capital assets and allow our subsidiaries to focus solely on revenue generating activities and serving the needs of their customers.

 

Vertitek

 

Description   Estimated Amount
($)
 
General and administrative expenses     100,000  
Hardware/software engineering and development     75,000  
Development of Vertitek Racing     50,000  
Tooling and inventory     25,000  
Total     250,000  

 

As Vertitek continues to develop its product line of customized drone platforms and systems, it will expand its service offerings to include specialized engineering and development support for us, AeroLift and any other entities in which we may acquire an interest. The Vertitek Racing team and its competition schedule will allow engineers to use real world testing and results to continue the development of Vertitek’s offerings.

 

AeroLift

 

Description   Estimated Amount
($)
 
General and administrative expenses     300,000  
Live demonstrations and sales-related activities     75,000  
Lease payments on UAV systems and technology     50,000  
Hardware/software engineering and development     50,000  
Sales literature, displays and convention expenses     25,000  
Total     500,000  

   

We anticipate that the next 24 months will be an exciting time for AeroLift as it continues to work towards providing both time-critical UAV delivery services and actionable intelligence delivered through military grade UAV systems not currently available to the general public. A series of full-scale public and private demonstrations are planned for the winter of 2016, which will showcase for potential customers the cost savings and safety benefits of using the services AeroLift offers.

 

Continued Funding

 

We believe that the remaining funding available to us under our Equity Investment Agreement with Tuverga Finance Ltd. (“Tuverga”) will be sufficient to cover our needs for the next 24 months. In the event that we require additional financing, such as for the acquisition of UAV systems, we will likely approach Tuverga to participate in a separate transaction related solely to the acquisition of those assets. We believe Tuverga would be willing to participate under commercially reasonable terms.

 

If we are unable to agree to terms with Tuverga, we intend to pursue capital through public or private financing as well as borrowings and other sources, such as loans from our existing shareholders in order to finance our business activities. We cannot guarantee that additional funding will be available on favourable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.

 

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, 2016, we had a working capital surplus of $634 and a retained deficit of $14,538,599. 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 continue in existence is dependent upon, among other things, obtaining additional financing to continue our operations and the operations of both Vertitek and AeroLift. 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.

 

  8  
 

 

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 not 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.

 

  9  
 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We do not know of any material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholders are an adverse party or have a material interest adverse to us.

 

Item 1A. Risk Factors

 

Not applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Between May 1, 2016 and August 31, 2016, we did not issue any equity securities that were not registered under the Securities Act. We did, however, issue an aggregate of 1,171,276 shares of our common stock to Tuverga during that period in exchange for net proceeds of $346,990 plus a further $100,000 that was received subsequent to August 31, 2016 and recorded as subscription receivable on our balance sheet.

 

We issued the foregoing shares pursuant to an equity investment agreement and accompanying registration rights agreement with Tuverga dated August 20, 2015. Such shares were included in our registration statement on Form S-1 that was declared effective by the Securities and Exchange Commission on March 29, 2016.

 

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

 

  10  
 

 

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 12, 2016 /s/ Gerald B. Hammack
  Gerald B. Hammack
  Chairman, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

 

  11  
 

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