Securities Act File No. 333-199169
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A - 9
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Registration Statement Under the Securities Act of
1933
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Pre-effective Amendment No. 9
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Post-effective Amendment No.
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VICAN RESOURCES, INC.
(Exact Name of Registrant as Specified
in Charter)
11650 South State St., Ste. 240
Draper, Utah 84020
(Address of Principal Executive Offices)
(801) 816-2578
(Registrant’s Telephone Number,
Including Area Code)
Mr. Chene C. Gardner, Chief Executive
Officer
Vican Resources, Inc.
11650 South State St., Ste. 240
Draper, Utah 84020
(Name and Address of Agent for Service)
Copies to:
Kenneth I. Denos, Esq.
Kenneth I. Denos, P.C.
11650 South State Street, Suite 240
Draper, UT 84020
Telephone: (801) 816-2511
Facsimile: (801) 816-2599
Approximate Date of Proposed
Public Offering:
As soon as practicable after the effective date of this Registration Statement.
If
any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under
the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following
box.
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If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering.
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If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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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. (Check one):
Large Accelerated Filer [ ] Accelerated
Filer [ ] Non-Accelerated Filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE UNDER
THE SECURITIES ACT OF 1933
Title of Securities Being Registered
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Amount Being Registered
(1)
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Proposed Maximum
Aggregate
Offering
Price
(2)
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Amount of
Registration Fee
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Class B Common Stock ($0.001 par value)
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103,434
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$20.69
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$0.04
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(1)
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Represents the maximum number of Class
B common shares to be registered for resale by certain shareholders of the Registrant, at a ratio of 1 share of Class B common
stock exchanged for every 1,000 shares of Class A common stock issued and outstanding as of October 31, 2013 (hereafter, the “Share
Exchange”). We will not issue fractional shares and will round each fractional share up to the nearest whole share. Additionally,
we will also round up to 200 Class B common shares for each shareholder whose holdings would otherwise be less than 200 shares
following the Share Exchange. In the event of a stock split, stock dividend, or similar transaction involving our common stock,
the number of shares registered shall automatically be increased to cover additional shares of common stock pursuant to Rule 416
under the Securities Act of 1933, as amended (the “Securities Act”).
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(2)
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Calculated pursuant to Rule 457(c) based on the average closing price of our common stock as reported on the OTC for the five trading days prior to September 13, 2016.
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The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PRELIMINARY PROSPECTUS
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SUBJECT TO COMPLETION, OCTOBER 15, 2016
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103,434 Shares of Common Stock
VICAN RESOURCES, INC.
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This prospectus
relates to the exchange and resale of shares of Class B common stock of Vican Resources, Inc. (hereafter, “we” “us”
“our”, “Vican” or the “Company”) by certain holders of Class B common shares (“Class
B Holders”) of the Company, at a fixed price of $0.0002 per share. We will not receive any of the proceeds from the sale
of the shares by the Class B Holders. Any participating broker-dealers and any selling stockholders who are affiliates of broker-dealers
may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”), and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded
as underwriting commissions or discounts under the Securities Act. Additionally, because we are considered a “shell company”,
our selling stockholders will be considered underwriters under the Securities Act and, therefore, may be liable for material misstatements
or omissions in this prospectus. The Class B Holders have informed us that they do not have any agreement or understanding, directly
or indirectly, with any person to distribute their common stock. Our common stock is traded on the over-the-counter market under
the symbol “VCAN”. The closing price for our common stock on September 12, 2016 was $0.0002 per share, as reported
by the OTC.
We have approved
the issue of 1,943,634 shares of Class B common shares to our stockholders of record at a ratio of 1 share of Class B common stock
for every 1,000 shares of Class A common stock issued and outstanding as of October 15, 2013 (“Share Exchange”). Of
this number, we are registering 103,434 Class B common shares pursuant to a Registration Statement filed with the U.S. Securities
and Exchange Commission (“SEC”) of which this prospectus forms a port. We have not issued fractional shares and have
rounded each fractional share up to the nearest whole share. Additionally, we have also rounded up to 200 shares of Class B common
stock for each shareholder whose holdings would otherwise be less than 200 shares following the Share Exchange. Nevertheless, although
the Share Exchange has been approved by our Board of Directors and shareholders and has become effective in accordance with Nevada
law, certificates representing shares of Class B common stock have not been and will not be distributed by the Company unless and
until the Company’s Registration Statement, of which this prospectus forms a part, has been declared effective by the SEC.
See “Summary of Share Exchange” on page 19 for a more complete discussion of the Share Exchange.
Our auditors have
expressed substantial doubt as to our ability to continue as a going concern. We expect that we will need approximately $25,000
in capital to continue as a going concern for the next twelve months from the date of this prospectus, excluding any costs or expenses
we might incur with respect to any commercial or business development opportunities. We intend to raise capital to fund future
operations through private placements and public securities offerings.
We expect that such financing would take the form
of long-term loans at a reasonably commercial rate of interest.
An investment
in our common stock is subject to many risks and an investment in our shares will also involve a high degree of risk. See “
Risk
Factors”
on page 4 to read about factors you should consider before purchasing shares of our common stock.
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Neither the SEC
nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense. The information in this prospectus is not complete and may
be changed. This prospectus is included in the registration statement that was filed by us with the SEC. The selling stockholders
may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The date of this prospectus is October
15, 2016
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You should rely
only on the information contained in this prospectus. We have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. The selling stockholders are not
offering to sell these securities in any jurisdiction where such offering or sale is not permitted. You should assume that the
information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.
TABLE OF CONTENTS
FORWARD-LOOKING
STATEMENTS AND PROJECTIONS
All statements contained
in this prospectus that are not historical facts, including statements regarding anticipated activity, are “forward-looking
statements” within the meaning of the federal securities laws, involve a number of risks and uncertainties and are based
on our beliefs and assumptions and information currently available to us. In some cases, you can identify forward-looking statements
by words such as “may,” “will,” “should,” “expect,” “objective,” “plan,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “forecast,” “continue,” “strategy,” or “position” or the
negative of such terms or other variations of them or by comparable terminology. In particular, statements, express or implied,
concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow
are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties
and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially
from those expressed or forecasted in the forward-looking statements, including:
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The level of competition in the oil and gas business;
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Our ability to obtain additional capital to finance exploration, and development of any oil and gas properties we hold or may hereafter acquire;
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Our reliance upon management and particularly Chene Gardner, our Chief Executive Officer, to execute our business plan;
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The volatility of our common stock price; and
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The risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this prospectus and in our filings with the SEC.
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We caution readers
not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result
PROSPECTUS
SUMMARY
This summary
highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may
want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other
information included in this prospectus. Except where the context suggests otherwise, the terms “we,” “us,”
“our,” “Vican” and the “Company” refer to Vican Resources, Inc. We refer in this prospectus
to our executive officers and other members of our management team, collectively, as “Management.”
Vican Resources,
Inc. was incorporated in the State of Nevada on September 5, 2002. From July 2009 until May 2011, we operated as a real estate
services firm, seeking to capitalize on the real estate opportunities resulting from the dislocation in the credit markets, and
by extension, the multifamily housing market, by acquiring, rehabilitating, stabilizing and selling distressed multifamily properties
in the southern United States, predominantly in Texas.
Until May 2011,
we operated as a real estate investment services and management company focusing on distressed multifamily properties in select
U.S. markets. We managed limited partnerships that invest in residential multifamily real property in the southern United States
and we received management fees and carried interests from the operations, sale or refinancing of these properties. We also managed
the tenancy, redevelopment, and repairs of these properties through the Company or an affiliate from which we also received fees
and other compensation. Our future business is based on the exploration, development, drilling, and production of various oil and
gas properties. We expect to align with industry partners in respect of the drilling and operation of these wells. Our long-term
focus is to grow and develop existing oil and gas leasehold interests and acquire new interests within and without the continental
United States. In addition, we intend to acquire interests in older wells that, with the application of newer technologies, may
increase production and reserves.
Chene C. Gardner
is the sole member of the board of directors, as well as our Chief Executive Officer and Secretary. Our principal office is located
at 11650 South State Street, Suite 240, Draper, Utah 84020. We have one employee and utilize the services of various contract personnel
from time to time.
We are filing this
prospectus in connection with the resale of 103,434 shares of Class B common shares, by the selling stockholders. Other holders
of our Class B common shares, who are affiliates of the Company, will not be considered part of the selling stockholders and will
not be registering their Class B common shares hereunder. The Class B common shares were issued to our stockholders of record at
a ratio of 1 share of Class B common stock for every 1,000 shares of Class A common stock issued and outstanding as of October
15, 2013. We have not issued fractional shares and have rounded each fractional share up to the nearest whole share. Additionally,
we have also rounded up to 200 Class B common shares for each shareholder whose holdings would otherwise be less than 200 shares
following the Share Exchange.
Because we are considered
a “shell company”, our selling stockholders will be considered underwriters under the Securities Act and, therefore,
may be liable for material misstatements or omissions in this prospectus.
We are subject to
the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith file quarterly and
annual reports, as well as other information with the SEC under File No. 333-199169. Such reports and other information filed with
the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates, and at various regional and district offices maintained by the SEC throughout the United States.
Information about the operation of the SEC’s public reference facilities may be obtained by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a website at
http://www.sec.gov
that contains reports and other information regarding us and other
registrants that file electronic reports and information with the SEC.
SUMMARY
OF THE OFFERING
Securities Offered
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We have approved the issuance of 1,943,634
shares of our Class B common stock in exchange for all of our Class A common stock, of which 103,434 are being registered hereunder
for resale by the selling stockholders. Nevertheless, although the Share Exchange has been approved by our Board of Directors and
shareholders and has become effective in accordance with Nevada law, certificates representing shares of Class B common stock have
not been and will not be distributed by the Company unless and until the Company’s Registration Statement, of which this
prospectus forms a part, has been declared effective by the SEC.
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Offering Price
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The Class B Holders may reoffer and
resell their shares of Class B common stock at a fixed price of $0.0002 per share.
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Shares Outstanding
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We are authorized to issue 350,000,000
shares of Class A common stock, and 50,000,000 shares of Class B common stock. Both classes of common stock have a par value of
$0.001 per share. As of the date of this prospectus, we have no shares of Class A Common stock outstanding and 1,943,634 shares
of Class B common stock outstanding, although certificates representing our Class B common stock will not be distributed until
our Registration Statement, of which this prospectus forms a part, has been declared effective by the SEC. (see “Business
– Summary of Share Exchange” on page 19).
We have designated 100 of the Company’s
authorized 20,000,000 shares of preferred stock as Series A Preferred Stock, par value $0.001 per share. All 100 shares of our
Series A Preferred Stock are outstanding and, although these shares are not convertible into common stock and carry no dividend,
distribution, or liquidation rights, each share of Series A Preferred Stock holds 10,000,000 voting rights and is entitled to vote
together with our holders of common stock on all matters.
We have also designated 10,000,000 of
the Company’s authorized 20,000,000 shares of preferred stock as Series C Preferred Stock, par value $0.001 per share. The
Series C Preferred Stock is convertible into 1,000 shares of common stock and is entitled to vote together with holders of the
Company’s common stock on all matters upon which common stockholders may vote. No shares of Series C Preferred Stock are
outstanding, and we have no plans to issue any shares of Series C Preferred Stock in the future.
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Symbol for
Our Common Stock
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VCAN.
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Use of Proceeds
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We will not receive any of the proceeds
from the Share Exchange, or any subsequent resale of the registered shares.
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Distribution
Arrangements
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The selling stockholders and any of
their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, resell any or all of their shares
of common stock on the OTC or other market or trading platform on which our shares are traded or quoted or in private transactions.
These sales will be at a fixed price as set forth on the facing page of this prospectus. We will not be involved in any of the
selling efforts of the selling stockholders.
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Risk Factors
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An investment in our common stock is subject to significant risks that you should carefully consider before investing in our common stock. For a further discussion of these risk factors, please see “Risk Factors” beginning on page 4
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RISK
FACTORS
An investment
in our securities involves certain risks relating to our business and operations. You should carefully consider these risks, together
with all of the other information included in this prospectus, before you decide whether to purchase shares of our Company. If
any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely
affected. If that happens, the trading price of our common stock could decline and you may lose all or part of your investment.
Risks Related to Our Business
Our auditors
have expressed substantial doubt about our ability to continue as a going concern.
Our audited financial
statements for the years ended December 31, 2015 and 2014, were prepared assuming that we will continue our operations as a going
concern. We do not, however, have a history of operating profitably. Consequently, our independent accountants in their audit report
have expressed substantial doubt about our ability to continue as a going concern. Our continued operations are highly dependent
upon our ability to increase revenues, decrease operating costs, and complete equity and/or debt financings. Such financings may
not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may
result from the outcome of this uncertainty. We estimate that we will not be able to continue as a going concern after December
31, 2016 unless we are able to secure capital from one of these sources of financing. If we are unable to secure such financing,
we may cease operations and investors in our common stock could lose all of their investment.
We have not
voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections
against interested director transactions, conflicts of interest and similar matters.
Federal legislation,
including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote
the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal
requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the
NYSE or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required
under the rules of national securities exchanges are those that address board of directors' independence, and audit committee oversight.
We have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities
exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures,
stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested
directors and that policies had been implemented to define responsible conduct. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.
As a smaller
public company, our costs of complying with SEC reporting rules are disproportionately high relative to other larger companies.
Vican is considered
a “reporting issuer” under the Securities Exchange Act of 1934, as amended. Therefore, we incur certain costs of compliance
with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing
fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately
$25,000 per year. In proportion to our operations, these costs are far more significant than our publicly-traded competitors. Unless
we are able to reduce these costs or increase our operating revenues, our costs to remain a reporting issuer will limit our ability
to use our cash resources for other more productive uses that could provide returns to our shareholders.
We are highly
dependent upon a few key oil & gas leases, the termination of which would have a material adverse effect on our business and
financial condition.
Although we intend
to grow Vican to become a larger oil & gas exploration company, at present we have only a few key holdings that are subject
to various performance criteria typical of oil and gas leasehold interests. We are therefore highly dependent upon the lease agreements.
The termination of any of our oil & gas lease agreements would have a material adverse effect on our business and financial
condition, and we cannot guarantee that we will be able to replace any such agreements with others.
We face exposure
from changes in oil & gas prices because we do not employ hedging strategies.
Oil & gas prices
have been extremely volatile in the recent past, are likely to continue to be volatile in the future and depend on factors outside
of our control, such as:
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expected and actual supply and demand for oil & gas;
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political conditions;
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laws and regulations related to environmental matters, including those mandating or incentivizing alternative energy sources or otherwise addressing global climate change;
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changes in pricing or production controls;
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technological advances affecting energy consumption and supply;
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energy conservation efforts;
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price and availability of alternative fuels; and
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weather.
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We have not employed
the use of derivatives of other hedging strategies to guard against losses caused by any of these factors in respect of any long-term
supply contracts that we may enter into.
If we are
unable to retain our staff, our business and results of operations could be harmed.
Our ability to compete
with other oil & gas companies, and develop our business is largely dependent on the services of Chene Gardner, our Chief Executive
Officer, and other employees and contractors which assist him in management and operation of the business. If we are unable to
retain Mr. Gardner’s services and to attract other qualified senior management and key personnel on terms satisfactory to
us, our business will be adversely affected. We do not have key man life insurance covering the life of Mr. Gardner and, even if
we are able to afford such a key man policy, our coverage levels may not be sufficient to offset any losses we may suffer as a
result of Mr. Gardner’s death, disability, or other inability to perform services for us.
We may acquire
businesses and enter into joint ventures that will expose us to increased operating risks.
As part of our growth
strategy, we intend to acquire other oil & gas leases and other related businesses. We cannot provide any assurance that we
will find attractive acquisition candidates in the future, that we will be able to acquire such candidates on economically acceptable
terms or that we will be able to finance acquisitions on economically acceptable terms. Even if we are able to acquire new businesses
in the future, they could result in the incurrence of substantial additional indebtedness and other expenses or potentially dilutive
issuances of equity securities and may affect the market price of our common stock or restrict our operations. We have also entered
into joint venture arrangements intended to complement or expand our business and will likely continue to do so in the future.
These joint ventures are subject to substantial risks and liabilities associated with their operations, as well as the risk that
our relationships with our joint venture partners do not succeed in the manner that we anticipate.
We face intense
competition and, if we are not able to effectively compete in our markets, our revenues may decrease.
Competitive pressures
in our markets could adversely affect our competitive position, leading to a possible loss of customers or a decrease in prices,
either of which could result in decreased revenues and profits. Our competitors are numerous, ranging from large multinational
corporations, which have significantly greater capital resources than us, to relatively small and specialized firms. We also compete
with the major oil producers. Our business could be adversely affected because of increased competition from these oil companies.
Current and
future litigation could adversely affect us.
We are not currently
involved in any legal proceedings. However, we may become involved in other legal proceedings in our ordinary course of business.
Lawsuits and other legal proceedings can involve substantial costs, including the costs associated with investigation, litigation
and possible settlement, judgment, penalty or fine. As a smaller company, the collective costs of litigation proceedings can represent
a drain on our cash resources, as well as an inordinate amount of our Management’s time and addition. Moreover, an adverse
ruling in respect of certain litigation could have a material adverse effect on our results of operation and financial condition.
We have limited
the liability of our board of directors and management.
We have adopted
provisions in our Articles of Incorporation which limit the liability of our directors and officers and have also adopted provisions
in our bylaws which provide for indemnification by the Company of our officers and directors to the fullest extent permitted by
Nevada corporate law. Our Articles of Incorporation generally provide that our directors shall have no personal liability to the
Company or its stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their
duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, acts
involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives
an improper personal benefit. Such provisions substantially limit our shareholders’ ability to hold directors liable for
breaches of fiduciary duty.
Our share
structure could impede a non-negotiated change of control of the Company.
We have issued all
100 shares of our designated Series A Preferred Stock. Each share of Series A Preferred Stock, although not convertible into common
stock, has 10,000,000 votes per share and is entitled to vote together with our common stockholders on all matters. Consequently,
any attempt to take over the Company without the consent of our Series A Preferred stockholders would be extremely difficult to
achieve. Because of the disproportionate voting control of our Series A Preferred Stock, the holder(s) of our Series A Preferred
Stock could inhibit, delay, or frustrate entirely an attempt by others to take over control of our Company and could prevent our
shareholders from obtaining a premium for their shares.
Risks Relating To This Offering and
Our Common Stock
Our shareholders
have liability as underwriters.
Because we are considered
a “shell company”, our selling stockholders will be considered underwriters under the Securities Act and, therefore,
may be liable for material misstatements or omissions in this prospectus
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The market
price of our common stock may fluctuate significantly.
The market price
and marketability of shares of our common stock may be affected significantly by numerous factors, including some over which we
have no control and which may not be directly related to us. These factors include the following:
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Our relatively small number of outstanding shares;
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The lack of trading volume in our shares;
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Price and volume fluctuations in the stock market from time to time, which often are unrelated to our operating performance;
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Variations in our operating results;
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Any shortfall in revenue or any increase in losses from expected levels;
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Announcements of new initiatives, joint ventures, or commercial arrangements; and
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General economic trends and other external factors.
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If the trading price
of our common stock falls significantly following completion of this offering, this may cause some of our shareholders to sell
our shares, which would further adversely affect the trading market for, and liquidity of, our common stock. If we seek to raise
capital through future equity financings, this volatility may adversely affect our ability to raise such equity capital.
Though our
common stock is quoted on the OTC, there is no liquidity and no established public market for our common stock, which means that
it will be difficult to sell your shares.
Our common stock
is quoted on the OTC under the symbol “VCAN”. There is, however, presently no active public market in our shares. We
cannot assure you that such an active market for our common stock will develop. The over-the-counter market is a significantly
more limited market than established trading markets such as the New York Stock Exchange or Nasdaq. Broker dealers may not be willing
to make a market in our shares. In addition, the OTC and similar quotation services are often characterized by low trading volumes,
and price volatility, which may make it difficult for an investor to sell our common stock on acceptable terms.
Our common
stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes
transactions in our stock cumbersome and may reduce the value of an investment in our stock.
Under U.S. federal
securities legislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has
a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks,
and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity
of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker
or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination
that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight
form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute
transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose
of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing
in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
Because we
do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares
unless they sell them.
We have never paid
a dividend and we intend to retain any future earnings to finance the development and expansion of our business. Consequently,
we do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders
will not be able to receive a return on their shares unless they sell them. We cannot assure you that stockholders will be able
to sell shares when desired.
PLAN OF DISTRIBUTION
As of the date of
this prospectus, our shares of common stock are quoted on the OTC. The selling stockholders and any of their pledgees, donees,
transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock at a
fixed price of $0.0002 per share.
The selling stockholders
may use any one or more of the following methods when selling shares:
|
·
|
ordinary brokerage transactions
and transactions in which the broker-dealer solicits investors;
|
|
·
|
block trades in which
the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate
the transaction;
|
|
·
|
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;
|
|
·
|
an exchange distribution
in accordance with the rules of the applicable exchange;
|
|
·
|
privately negotiated
transactions;
|
|
·
|
to cover short sales
made after the date that this registration statement is declared effective by the SEC;
|
|
·
|
broker-dealers may agree
with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
|
·
|
a combination of any
such methods of sale; and
|
|
·
|
any other method permitted
pursuant to applicable law.
|
The selling stockholders
may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged
by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary
in the types of transactions involved.
The selling stockholders
may from time to time pledge or grant a security interest in some or all of the shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to
time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the
Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as
selling stockholders under this prospectus.
If we are notified
in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common
stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer,
a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the
name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.
The selling stockholders
also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors
in interest will be the selling beneficial owners for purposes of this prospectus.
The selling stockholders
and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the
sale of securities will be paid by the selling stockholder and/or the purchasers. Each selling stockholder has represented and
warranted to us that it acquired the securities subject to this registration statement in the ordinary course of such selling stockholder’s
business and, at the time of its purchase of such securities such selling stockholder had no agreements or understandings, directly
or indirectly, with any person to distribute any such securities.
In addition, because
we are considered a “shell company”, our selling stockholders will be considered underwriters under the Securities
Act and, therefore, may be liable for material misstatements or omissions in this prospectus.
We have advised
each selling stockholder that it may not use shares registered on this registration statement to cover short sales of common stock
made prior to the date on which this registration statement shall have been declared effective by the SEC. If a selling stockholder
uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities
Act. The selling stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act,
and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling
stockholders in connection with resales of their respective shares under this registration statement.
Penny Stock Rules
The SEC has also
adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term
is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the Nasdaq system provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or system).
The shares offered
by this prospectus constitute penny stocks under the Exchange Act. The shares may remain penny stocks for the foreseeable future.
The classification of our shares as penny stocks makes it more difficult for a broker-dealer to sell the stock into a secondary
market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser
for the purpose of selling his or her shares in Vican Resources, Inc. will be subject to the penny stock rules.
The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized
risk disclosure document approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s
duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other
requirements of the Securities Act; (iii) contains a brief, clear, narrative description of a dealer market, including bid and
ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number
for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (vi) contains such other information and is in such form as the SEC shall require by rule or regulation. The
broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations
for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares
to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such
stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.
In addition, the
penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing
the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders
may have difficulty selling those securities.
Regulation M
During such time
as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required
to comply with Regulation M of the Securities Exchange Act of 1934. In general, Regulation M precludes any selling security holder,
any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing,
or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished
from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods.
Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer,
or other person who has agreed to participate or who is participating in a distribution.
Regulation M prohibits,
with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant
has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases
made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the selling
shareholders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus,
and we have also advised the selling shareholders of the requirements for delivery of this prospectus in connection with any sales
of the common stock offered by this prospectus.
USE
OF PROCEEDS
The shares of common
stock offered by this prospectus are being registered for the account of the selling stockholders. As a result, all proceeds from
the sales of the common stock will go to the selling stockholders and we will not receive any proceeds from the resale of the common
stock by the selling stockholders. We will, however, incur all costs associated with this registration statement and prospectus.
DETERMINATION
OF THE OFFERING PRICE
The fixed offering
price offered by the selling stockholders has been determined with reference to the closing trading price of our common stock on
September 12, 2016.
selling
stockholders
The selling stockholders
may offer and sell, from time to time, any or all of the Class B common stock registered for resale hereunder. Because the selling
stockholders may offer all or only some portion of the 103,434 shares of Class B common stock to be registered, we cannot estimate
the amount or percentage of these shares of common stock that will be retained by the selling stockholders. Consequently, we have
assumed, for purposes of the table below, that none of the selling stockholders have sold any of their shares of common stock.
The computation
of ownership in the table below is not made pursuant to the beneficial ownership rules of the Commission under “Security
Ownership of Certain Beneficial Owners and Management” on page 23, but is instead based solely upon the name of the titled
holder of such shares as at September 12, 2016, the most recent practicable date. Other than the relationships described below,
none of the selling stockholders had or have any material relationship with us. All shareholders listed below have had no material
relationship with the Company or any of its predecessors or affiliates during the three-year period prior to the date of this offering.
To our knowledge, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.
Name of Selling Stockholder
|
|
Total Shares of
Class B
Common Stock
to be Registered
in this Offering
|
|
Percent of Class
|
ALAN PLANT
|
|
|
200
|
|
|
|
*
|
|
ALAN REID
|
|
|
200
|
|
|
|
*
|
|
ALASTAIR MURRAY
|
|
|
200
|
|
|
|
*
|
|
ANDREW C WEISS
|
|
|
200
|
|
|
|
*
|
|
ANTHONY HOUGH
|
|
|
200
|
|
|
|
*
|
|
ANTHONY RAWLE
|
|
|
200
|
|
|
|
*
|
|
ASHISH KUMAR
|
|
|
2,666
|
|
|
|
*
|
|
ASIF DAKRI
|
|
|
1,250
|
|
|
|
*
|
|
BARRY RADEL
|
|
|
200
|
|
|
|
*
|
|
BEAU FINEBERG
|
|
|
200
|
|
|
|
*
|
|
BRIAN COOKE
|
|
|
200
|
|
|
|
*
|
|
BRIAN SANDS
|
|
|
200
|
|
|
|
*
|
|
BRIDGETON HOLDING INC
|
|
|
300
|
|
|
|
*
|
|
BRYAN DAWES
|
|
|
200
|
|
|
|
*
|
|
CEDE & CO.
|
|
|
22,024
|
|
|
|
*
|
|
CHARLOTTE REVESZ
|
|
|
200
|
|
|
|
*
|
|
CHRIS EDMONDSON
|
|
|
200
|
|
|
|
*
|
|
CHRIS RULE
|
|
|
200
|
|
|
|
*
|
|
CHRIS TWIST
|
|
|
200
|
|
|
|
*
|
|
CORNELIU TELEGARU
|
|
|
200
|
|
|
|
*
|
|
DAVID BEEBY
|
|
|
200
|
|
|
|
*
|
|
DAVID CHINN
|
|
|
200
|
|
|
|
*
|
|
DAVID FREEMAN
|
|
|
200
|
|
|
|
*
|
|
DAVID HOUGHTON
|
|
|
200
|
|
|
|
*
|
|
DAVID J ANDREWS IRA ACCOUNT 1109-1738
|
|
|
5,000
|
|
|
|
*
|
|
DAVID LIONEL HAMMOND
|
|
|
200
|
|
|
|
*
|
|
DAVID M. KITTRELL
|
|
|
1,215
|
|
|
|
*
|
|
DAVID MACKEY
|
|
|
200
|
|
|
|
*
|
|
DAVID MATTHEWS JONES
|
|
|
200
|
|
|
|
*
|
|
DAVID WHITE
|
|
|
200
|
|
|
|
*
|
|
DENNIS J BRECKENRIDGE
|
|
|
200
|
|
|
|
*
|
|
DENNIS KARGBO-REFFELL
|
|
|
200
|
|
|
|
*
|
|
DEREK THOMSON
|
|
|
200
|
|
|
|
*
|
|
DIMITRIOS GOUNTIS
|
|
|
200
|
|
|
|
*
|
|
DON WALTON
|
|
|
200
|
|
|
|
*
|
|
DR PURNENDU GHOSH
|
|
|
200
|
|
|
|
*
|
|
ED BUNDT
|
|
|
200
|
|
|
|
*
|
|
|
ERIC HIRST
|
|
|
200
|
|
|
|
*
|
|
ERIC MALINSKI
|
|
|
200
|
|
|
|
*
|
|
ERNEST E. & MABLE M. KELLY JT TEN
|
|
|
200
|
|
|
|
*
|
|
FIVE STAR IR INC
|
|
|
5,000
|
|
|
|
*
|
|
GEORGE GILES
|
|
|
200
|
|
|
|
*
|
|
GEORGE GWYNFOR EVANS
|
|
|
200
|
|
|
|
*
|
|
GEORGE MASTROKASTIS
|
|
|
200
|
|
|
|
*
|
|
GERARD A CHARETTE
|
|
|
400
|
|
|
|
*
|
|
GORDON FRANK WHEELER
|
|
|
200
|
|
|
|
*
|
|
H CLAIR KING
|
|
|
200
|
|
|
|
*
|
|
HELENE LEVY
|
|
|
200
|
|
|
|
*
|
|
HUGH JOHN GALLOWAY
|
|
|
200
|
|
|
|
*
|
|
HUW ROBERTS
|
|
|
200
|
|
|
|
*
|
|
IAN STEELE
|
|
|
200
|
|
|
|
*
|
|
JACK R & MARY L HOLYCROSS JT TEN
|
|
|
200
|
|
|
|
*
|
|
JACOB J. & TRACEY L. ECKERT JT TEN
|
|
|
200
|
|
|
|
*
|
|
JAMES CAPPELLO
|
|
|
200
|
|
|
|
*
|
|
JAMES SCOTT
|
|
|
200
|
|
|
|
*
|
|
JAMSHEED MINWALLA
|
|
|
1,400
|
|
|
|
*
|
|
JANE TANNER
|
|
|
200
|
|
|
|
*
|
|
JASON KENNETH JONES
|
|
|
200
|
|
|
|
*
|
|
JOE ALVARO
|
|
|
200
|
|
|
|
*
|
|
JOHN A MARTINS
|
|
|
200
|
|
|
|
*
|
|
JOHN CLENTON
|
|
|
200
|
|
|
|
*
|
|
JOHN COX
|
|
|
200
|
|
|
|
*
|
|
JOHN D THOMAS
|
|
|
1,729
|
|
|
|
*
|
|
JOHN EGAN
|
|
|
200
|
|
|
|
*
|
|
JOHN ELDER
|
|
|
200
|
|
|
|
*
|
|
JOHN F. MEGGISON
|
|
|
200
|
|
|
|
*
|
|
JOHN FRANCIS MCMASTER
|
|
|
200
|
|
|
|
*
|
|
JOHN HACKER
|
|
|
200
|
|
|
|
*
|
|
JOHN J BANDA DARLENE M BANDA TR 01/06/89
|
|
|
400
|
|
|
|
*
|
|
JOHN MORRIS
|
|
|
200
|
|
|
|
*
|
|
JOHN THORNBORROW
|
|
|
200
|
|
|
|
*
|
|
JONATHAN EAST
|
|
|
200
|
|
|
|
*
|
|
JOSEPH J MAJOR
|
|
|
200
|
|
|
|
*
|
|
JOSEPH J. MAJOR D.O.P.C. DENIFED BEN
|
|
|
200
|
|
|
|
*
|
|
KENNETH T. BERRY
|
|
|
200
|
|
|
|
*
|
|
KULJINDER CHASE
|
|
|
2,666
|
|
|
|
*
|
|
LARRY CAHILL
|
|
|
200
|
|
|
|
*
|
|
LINDA OLIVER
|
|
|
200
|
|
|
|
*
|
|
MARTIN FORMSTONE
|
|
|
200
|
|
|
|
*
|
|
MELVIN WENTZ
|
|
|
200
|
|
|
|
*
|
|
MICHAEL DARKE
|
|
|
200
|
|
|
|
*
|
|
MICHAEL THOMPSON
|
|
|
200
|
|
|
|
*
|
|
MICHAEL WILLIAM EDMONDSON
|
|
|
200
|
|
|
|
*
|
|
NASSER AHMAD
|
|
|
2,666
|
|
|
|
*
|
|
NICK TRIPODIS
|
|
|
200
|
|
|
|
*
|
|
OURTEN B & IRENE S SCULLEN JT TEN
|
|
|
200
|
|
|
|
*
|
|
PAMELA RUPERT
|
|
|
5,000
|
|
|
|
*
|
|
PATRICK G WILLIAM
|
|
|
200
|
|
|
|
*
|
|
PAUL TAN
|
|
|
1,138
|
|
|
|
*
|
|
PETER LAW
|
|
|
200
|
|
|
|
*
|
|
PETER STEVEN BIEBER
|
|
|
200
|
|
|
|
*
|
|
PHILIP THOMPSON
|
|
|
200
|
|
|
|
*
|
|
PHILIP WALKER
|
|
|
200
|
|
|
|
*
|
|
R. BLAKE WATSON
|
|
|
200
|
|
|
|
*
|
|
|
RAY ZAJAC
|
|
|
200
|
|
|
|
*
|
|
RAYMOND H. & MARGARET I, PUHL JT TEN
|
|
|
200
|
|
|
|
*
|
|
RICHARD DRUMMOND MINOPRIO
|
|
|
200
|
|
|
|
*
|
|
ROB CONDON
|
|
|
2,450
|
|
|
|
*
|
|
ROBERT BARTLE
|
|
|
200
|
|
|
|
*
|
|
ROBERT MITCHELL
|
|
|
200
|
|
|
|
*
|
|
ROBERT NOLAN
|
|
|
200
|
|
|
|
*
|
|
ROBERT SOAMES
|
|
|
200
|
|
|
|
*
|
|
ROBERT WATSON
|
|
|
200
|
|
|
|
*
|
|
ROGER ANTHONY COLEMAN
|
|
|
200
|
|
|
|
*
|
|
ROGER FASELT
|
|
|
200
|
|
|
|
*
|
|
ROGER JAMES
|
|
|
200
|
|
|
|
*
|
|
ROYSTON VALENTINE BELDAM
|
|
|
200
|
|
|
|
*
|
|
ROZY VENTURES LLC
|
|
|
200
|
|
|
|
*
|
|
SAMUEL OHWESI
|
|
|
200
|
|
|
|
*
|
|
SCOTT GELBARD
|
|
|
200
|
|
|
|
*
|
|
SIERRA VISTA HOLDINGS INC
|
|
|
25,000
|
|
|
|
1.29
|
%
|
SIMON COX
|
|
|
200
|
|
|
|
*
|
|
STEPHEN TEASDALE
|
|
|
200
|
|
|
|
*
|
|
STEVE NARIMORE
|
|
|
200
|
|
|
|
*
|
|
STEVEN YATES
|
|
|
200
|
|
|
|
*
|
|
STUART PETTY
|
|
|
200
|
|
|
|
*
|
|
SUSANNE WINTERS
|
|
|
200
|
|
|
|
*
|
|
TERRY BARTON
|
|
|
200
|
|
|
|
*
|
|
THE REGENCY GROUP, LLC.
|
|
|
1,530
|
|
|
|
*
|
|
TODD GRAFF
|
|
|
200
|
|
|
|
*
|
|
TOM ROSENFELD
|
|
|
200
|
|
|
|
*
|
|
WELLINGTON CAPITAL ENTERPRISES
|
|
|
200
|
|
|
|
*
|
|
WILLIAM E GOFF & HELEN GOFF JT TEN
|
|
|
200
|
|
|
|
*
|
|
WILLIAM ROZAKIS
|
|
|
200
|
|
|
|
*
|
|
ZBIGNIEW WALASZEK
|
|
|
200
|
|
|
|
*
|
|
ZEBRANO FINANCIAL LLC
|
|
|
200
|
|
|
|
*
|
|
Total
|
|
|
103,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Denotes ownership of less than one percent.
(1) For each selling stockholder, the
number of shares of common stock and percentage of ownership is based upon 1,943,634 shares outstanding as of September 12, 2016.
As of such date there are no shares of common stock subject to options, warrants, and/or conversion rights held directly by any
selling stockholder that are currently exercisable or exercisable within 60 days. The table above attributes ownership to the named
holder of the common stock and to no other person. The table also assumes that each selling stockholder will sell all of his, her,
or its shares in the offering. Please review the tables set forth in “Security Ownership of Beneficial Owners and Management”
on page 21 to review beneficial ownership of our common stock as of September 12, 2016, according to the Commission’s beneficial
ownership rules.
We may require the
selling security holder to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that
makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the
changing of statements in these documents in order to make statements in those documents not misleading.
Except for the issuance
of the Class B shares as described in this prospectus and the transactions described under “Certain Relationships and Related
Transactions” on page 21, there is no prior or existing material relationship between us or any of our directors, executive
officers, or control persons and any of the selling stockholders.
MARKET PRICE OF
AND DIVIDENDS ON OUR COMMON EQUITY
AND
RELATED STOCKHOLDER MATTERS
Our common stock
is listed on the OTC under the symbol “VCAN”. We had approximately 130 registered holders of our common stock as of
September 12, 2016. Registered holders do not include those stockholders whose stock has been issued in street name. The last reported
price for our common stock on September 12, 2016 was $0.0002 per share.
The following table
reflects the high and low closing sales prices per share of our common stock during each calendar quarter as reported on the OTC,
during the two fiscal years ended December 31, 2015 and the first two quarters of 2016:
|
|
Price Range(1)
|
|
|
|
High
|
|
|
|
Low
|
|
Fiscal 2016
|
|
|
|
|
|
|
|
|
Second quarter
|
|
$
|
0.0002
|
|
|
$
|
0.0002
|
|
First quarter
|
|
$
|
0.0002
|
|
|
$
|
0.0002
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2015
|
|
|
|
|
|
|
|
|
Fourth quarter
|
|
$
|
0.0051
|
|
|
$
|
0.0002
|
|
Third quarter
|
|
$
|
0.01
|
|
|
$
|
0.0002
|
|
Second quarter
|
|
$
|
0.01
|
|
|
$
|
0.0002
|
|
First quarter
|
|
$
|
0.001
|
|
|
$
|
0.0002
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2014
|
|
|
|
|
|
|
|
|
Fourth quarter
|
|
$
|
0.001
|
|
|
$
|
0.001
|
|
Third quarter
|
|
$
|
0.03
|
|
|
$
|
0.0001
|
|
____________________
|
(1)
|
The above quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.
|
Dividends and Distributions
We have not paid
any cash dividends on our common stock since inception and do not anticipate paying cash dividends in the foreseeable future. We
expect that that any future earnings will be retained for use in developing and/or expanding our business.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
We are an oil &
gas exploration and development, and distribution company. Our principal sources of revenue are expected to be from the extraction,
refining, and distribution of oil & gas. General and administrative expenses have been comprised of administrative wages and
benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous
office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and
promotional expenses, as well as travel and other miscellaneous related expenses.
Because we have
incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards,
given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses
during the coming year.
Liquidity and Capital Resources
Years Ended December 31, 2015 and
2014
As of December 31,
2015, our working capital deficit of $1,532,623 was comprised of total current assets of $-0- and total current liabilities of
$1,532,623. We continued to consume working capital in the pursuit of our business plan utilizing proceeds from advances from related
parties.
We do not believe
that the Company’s current capital resources will be sufficient to fund its operating activity and other capital resource
demands during the next year. Our ability to continue as a going concern is contingent upon our ability to obtain capital through
the sale of equity or issuance of debt, and ultimately attaining profitable operations. We expect that any financing we receive
will be similar to what we have heretofore received over the previous two years to enable us to operate, which financing consists
of long term loans at negotiated rates of interest. We cannot assure you that we will be able to successfully complete any of these
activities.
The independent
registered public accounting firm’s report on our financial statements as of December 31, 2015, includes a “going concern”
explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 8 to the financial statements.
We are presently
seeking additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing
business plan.
We expect to generate
revenue pursuant to our new business plan as an oil and gas exploration, development, and production company and expect to rely
on equity and debt financings to fund our capital resources requirements. We will be dependent on additional debt and equity financing
to develop our new business but we cannot assure you that any such financings will be available or will otherwise be made on terms
acceptable to us, or that our present shareholders might suffer substantial dilution as a result.
Net cash used in
operating activities was $15,811 during the year ended December 31, 2015, with a net loss of $274,029 and an increase in accounts
payable and accrued expenses of $258,218.
During the year
ended December 31, 2015, the Company had no net cash flows from investing activities.
During the year
ended December 31, 2015, the Company had $15,811 in net cash provided by financing activities which consisted of advances from
related parties in the amount of $15,811.
Six months Ended June 30, 2016 and
2015
As of June 30, 2016,
the Company’s primary source of liquidity consisted of $-0- in cash and cash equivalents. Since inception, the Company has
financed its operations through a combination of short and long-term loans, and through the private placement of its common stock.
The Company has
sustained significant net losses which have resulted in a total stockholders’ deficit at June 30, 2016 of $1,672,920 and
is currently experiencing a substantial shortfall in operating capital which raises doubt about the Company’s ability to
continue as a going concern. The Company anticipates a net loss for the year ending December 31, 2016 and with the expected cash
requirements for the coming months, without additional cash inflows from an increase in revenues combined with continued cost-cutting
or a receipt of cash from capital investment, there is substantial doubt as to the Company’s ability to continue operations.
Results of Operations
Years Ended December 31, 2015 and
2014
Revenues
.
Net revenues for both years ended December 31, 2015 and 2014 were $-0-.
Selling General
and Administrative Expenses (“SG&A”).
Total selling, general and administrative expense for the year ended December
31, 2015 of $186,523 consisted primarily of professional fees of $174,528, rent expense of $6,000 and other miscellaneous expenses.
Our SG&A expenses for the year ended December 31, 2014 was $181,790 and consisted primarily of professional fees of $171,721,
rent expense of $6,000 and other miscellaneous expenses. The increase in SG&A expenses is due primarily to the increase in
legal and accounting fees associated with the Company filings with the Securities and Exchange Commission.
Other Income
(Expense)
. Other expense for years ended December 31, 2015 and 2014 were $87,506 and $87,755, respectively. Included in this
category is interest expense related to promissory notes issued by the Company.
Net Income (Loss).
Net loss for the year ended December 31, 2015 was $274,029 compared to net loss of $269,545 for the year ended December 31,
2014.
Six months Ended June 30, 2016 and 2015
Revenues
.
For the three and six months ended June 30, 2016 and 2015, net revenues were $-0-.
Selling General
and Administrative Expense.
Selling, general and administrative expenses for the three months ended June 30, 2016 were $43,135
compared to $53,004 for the three months ended June 30, 2015. For the six months ended June 30, 2016, selling, general and administrative
expenses were $96,720 compared to $100,652 for the six months ended June 30, 2015. The Company expects selling, general and administrative
expenses to increase in the future.
Other Income
(Expenses).
Other expenses for the three months ended June 30, 2016 were $21,788 compared to $21,789 for the three months ended
June 30, 2015. For the six months ended June 30, 2016, other expenses were $43,577 compared to $43,450 for the six months ended
June 30, 2015. Included in this category is interest expense related to promissory notes issued by the Company.
Net Income (Loss).
Net loss for the three months ended June 30, 2016 was $64,923 compared to a net loss of $74,793 for the three months ended June
30, 2015. For the six months ended June 30, 2016, the net loss was $140,297 compared to a net loss of $144,102 for the six months
ended June 30, 2015.
Off-Balance Sheet Arrangements
We do not have any
off-balance sheet arrangements.
Subsequent Events
The Company has
evaluated subsequent events for the quarter ended June 30, 2016, and concluded there were no other events or transactions, other
than those disclosed above, occurring during this period that required recognition or disclosure in its financial statements.
BUSINESS
Our Company
Vican Resources,
Inc. was incorporated in the State of Nevada on September 5, 2002. From July 2009 until May 2011, we operated as a real estate
services firm, seeking to capitalize on the real estate opportunities resulting from the dislocation in the credit markets, and
by extension, the multifamily housing market, by acquiring, rehabilitating, stabilizing and selling distressed multifamily properties
in the southern United States, predominantly in Texas.
On May 26, 2011,
we changed our business when we sold our real estate services division and acquired all of the outstanding shares of Vican Trading,
Inc., a Montreal-based purchaser and seller of metals, ores, and other commodities (hereafter, “Vican Trading”). Upon
the acquisition of Vican Trading, there was an implied option for either party to rescind the original acquisition. During the
year that option was exercised and on December 20, 2011, we again changed our business when we unwound the acquisition of Vican
Trading and acquired all of the assets of Med Ex Direct, Inc., a Florida-based provider of management services in respect of the
distribution of diabetic supplies, principally to Hispanic patients (hereafter, “Med Ex Florida”). On March 21-22,
2012, we again changed our business to become an oil & gas exploration, and development company when we unwound the purchase
of the assets of Med Ex Florida and acquired three separate working interests in two oil & gas wells located in Jefferson County,
Mississippi.
Operations
Until May 2011,
we operated as a real estate investment services and management company focusing on distressed multifamily properties in select
U.S. markets. We managed limited partnerships that invest in residential multifamily real property in the southern United States
and we received management fees and carried interests from the operations, sale or refinancing of these properties. We also managed
the tenancy, redevelopment, and repairs of these properties through the Company or an affiliate from which we also received fees
and other compensation. Our future business is based on the exploration, development, drilling, and production of various oil and
gas properties. We expect to align with industry partners in respect of the drilling and operation of these wells. Our long-term
focus is to grow and develop existing oil and gas leasehold interests and acquire new interests within and without the continental
United States. In addition, we intend to acquire interests in older wells that, with the application of newer technologies, may
increase production and reserves.
Market
Generally.
Global demand for energy continues to grow, especially in developing countries such as China and India, as the oil and gas industry
continues to search for new sources of energy. Increasingly, oil and gas are found in challenging areas, such as deep water, arctic
regions and politically challenged regions of the world.
For the past five
years, however, the headline for the industry has been the dramatic development of unconventional oil and gas in the U.S., such
as shale gas and tight oil. Unlocked by technological advancements, development of these resources continues to change the global
landscape of oil and gas.
The oil and
gas industry is highly susceptible to extreme fluctuations in energy-related commodity prices, which in turn has a corresponding
effect on the level of drilling and exploration activity and the costs associated therewith. Such volatility is also represented
in the trends, however disparate, of supplies, demand, and price movements of crude oil and natural gas. Due to the global recession,
among other factors, natural gas fell to a 16 year low, and West Texas Intermediate and Brent prices have fallen to 12 year lows,
potentially postponing higher cost new shale and deepwater projects in North America.
Crude Oil.
The EIA forecasts that Brent crude oil prices will average $40/bbl in 2016 and $50/bbl in 2017 with West Texas Intermediate prices
expected to be $2/bbl to $3/bbl below Brent. The total U.S. crude oil production is expected to average 8.73 million bbl/d in 2016,
with a projected decrease to 8.46 million bbl/d in 2017.
Natural Gas
.
Draws in U.S. natural gas working inventories as of January 1, 2016, were 15% lower than the previous five-year average. The EIA
further concludes that the Henry Hub natural gas spot price averaged $1.93/MMBtu in December, a decrease of 16 cents/MMBtu from
the November price. Warmer-than-normal temperatures in the first half of the heating season, record inventory levels, production
growth, and forecasts for a warm winter contributed to spot prices remaining low. The EIA expects that the end of winter inventories
will be 38% above the 2015 levels,.The EIA further expects the Henry Hub natural gas spot price to average $2.65/MMBtu in 2016
and $3.22/MMBtu in 2017, compared with $2.63/MMBtu in 2015.
Regulation
Federal and state
regulations control various aspects of drilling and operating oil and gas wells, including care of the environment, the safety
of workers and the public, and the relations with the owners and occupiers of surface lands within or near the leasehold acreage.
The effect of these regulations is, invariably, to increase the cost of operations. The costs of compliance with state regulations
include a permit for drilling a well before beginning a project. Other compliance matters have to do with keeping the property
free of oil spills and the plugging of non-productive wells.
Oil and gas exploration,
drilling, and production activities are also subject to private property rights. Owners of real property also own the rights to
the minerals underneath the surface, unless such mineral rights have been sold or transferred by a previous landowner. Oil and
gas rights held by the United States government are managed by the Bureau of Land Management in conjunction with the U.S. Forest
Service pursuant to a variety of federal statutes.
Environmental impacts
of oil and gas production include produced water and drilling waste. Wastes that cannot be reused or recycled must be stored or
disposed of in some manner, increasing the land area affected by oil and gas extraction and raising concerns over potential leaking
of drilling fluids and other wastes from storage sites. Some petroleum industry operations have been responsible for water pollution
through by-products of refining and oil spills. The combustion of fossil fuels produces greenhouse gases and other air pollutants
as byproducts. Pollutants include nitrogen oxides, sulphur dioxide, volatile organic compounds and heavy metals.
Competition
The oil & gas
business is highly competitive. Our competitors and potential competitors include major oil companies, resellers, and independent
distributors of varying sizes. Most of our competitors have greater resources than we do and therefore have greater leverage with
respect to securing long-term oil & gas leases, and delivery and supply contracts. We believe a high degree of competition
in this industry will continue for the foreseeable future.
Employees
As of September
12, 2016, we have 1 employee, although we intend to hire additional personnel to pursue our business as an oil and gas exploration
and development company. Although national unemployment rates remain high relative to historical averages, there exists a significant
amount of competition for skilled personnel in the oil and gas services industry. Nevertheless, we expect to be able to attract
and retain such additional employees as are necessary, commensurate with the anticipated future expansion of our business. Further,
we expect to continue to use consultants, contract labor, attorneys and accountants as necessary.
Properties
Our principal executive
offices are located at 11650 South State Street, Suite 240, Draper, Utah 84020. We believe that our office facilities are suitable
and adequate for our operations as currently conducted and contemplated.
Legal Proceedings
We are not currently
subject to any legal proceedings, and to the best of our knowledge, no such proceeding is threatened, the results of which would
have a material impact on our properties, results of operation, or financial condition. Nor, to the best of our knowledge, are
any of our officers or directors involved in any legal proceedings in which we are an adverse party.
From time to time,
we are also a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our
rights under contracts with purchasers and suppliers. While the outcome of these legal proceedings cannot at this time be predicted
with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of
operations.
Summary of Share Exchange
On September 24,
2013, the Company converted 1,825,000 shares of our Series C Preferred Stock (“Series C Conversion”), which amount
represents all of the issued and outstanding shares of Series C Preferred Stock, into 1,825,000,000 shares of our Class A common
stock. As a result of this conversion, there are no shares of Series C Preferred Stock outstanding. Immediately following the Series
C Conversion, the Board of Directors of the Company approved the Plan of Share Exchange (the "Share Exchange"). The Share
Exchange allows for the conversion of 1,914,840,020 shares of Class A common stock, which amount represents all of the outstanding
shares of common stock of the Company, into 1,943,634 shares of Class B common stock. As a result, the Company has no shares of
Class A Common stock outstanding, and 1,943,634 shares of Class B common stock outstanding. Nevertheless, although the Share Exchange
has been approved by our Board of Directors and shareholders and has become effective in accordance with Nevada law, certificates
representing shares of Class B common stock have not been and will not be distributed by the Company unless and until the Company’s
Registration Statement, of which this prospectus forms a part, has been declared effective by the SEC.
During the process
of converting our Series C Preferred Stock into Class A common stock and subsequently exchanging all of our Class A common stock
into Class B common stock, we temporarily exceeded the number of authorized shares of our common stock, even though certificates
for the 1,825,000,000 shares of Class A common stock were not actually distributed. Since the Share Exchange immediately followed
the conversion of our Series C Preferred Stock, we now have a sufficient number of our common shares authorized for issuance.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Board of Directors
Our board of directors consists of the
following individual:
Name and Year First Elected Director(1)
|
|
Age
|
|
Background Information
|
Chene C. Gardner
(2014)
|
|
51
|
|
Mr. Gardner, age 51, is the President
of Chene C. Gardner & Associates, Inc., a company which provides accounting services and specializes in assisting public entities
with their filings with the Securities and Exchange Commission. Mr. Gardner has previously served as the Chief Financial Officer
and Principal Executive Officer of the Company. Mr. Gardner also currently serves as Financial Controller of several public companies
such as Start Scientific, Inc., Fuelstream, Inc., Helmer Directional Drilling, Inc. and Uplift Nutrition, Inc. All these companies
are filers of reports pursuant to requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). Mr. Gardner
also serves as an executive officer and director of Start Scientific, Inc. Mr. Gardner also assists several non-public companies
with their accounting functions. Mr. Gardner has five years of auditing and accounting experience with the firm of Deloitte &Touche
LLP from June 1990 to August, 1995, serving clients in the banking, manufacturing, and retail industries. Mr. Gardner holds Bachelor
and Master of Accounting degrees from Weber State University.
|
(1) The business address of our sole
director is 11650 South State Street, Suite 240, Draper, UT 84020.
Director Independence
No member of our
Board of Directors is considered an “independent director” as such term is defined in the published listing requirements
of the New York Stock Exchange.
Compensation of Directors
Although we anticipate
compensating the members of our board of directors in the future at industry levels, current members are not paid cash compensation
for their service as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and
committee meetings.
Board of Directors Meetings and Committees
Although various
items were reviewed and approved by the Board of Directors via unanimous written consent during the years ended December 31, 2015,
and 2014, the Board held no in-person meetings.
We do not have Audit
or Compensation Committees of our board of directors. Because of the lack of financial resources available to us, we also do not
have an “audit committee financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the
SEC.
Executive Officers
Chene C. Gardner
is our sole executive officer, serving as our Chief Executive Officer and Secretary, as well as our principal accounting and financial
officer. Mr. Gardner’s business background is as follows:
Name and Year First Appointed as Executive Officer
|
|
Age
|
|
Background Information
|
Chene C. Gardner
(2014)
|
|
51
|
|
Mr. Gardner, age 51, is the President of Chene C. Gardner & Associates, Inc., a company which provides accounting services and specializes in assisting public entities with their filings with the Securities and Exchange Commission. Mr. Gardner has previously served as the Chief Financial Officer and Principal Executive Officer of the Company. Mr. Gardner also currently serves as Financial Controller of several public companies such as Start Scientific, Inc., Fuelstream, Inc., Helmer Directional Drilling, Inc. and Uplift Nutrition, Inc. All these companies are filers of reports pursuant to requirements of the Securities Exchange Act of 1934 (the “Exchange Act”). Mr. Gardner also serves as an executive officer and director of Start Scientific, Inc. Mr. Gardner also assists several non-public companies with their accounting functions. Mr. Gardner has five years of auditing and accounting experience with the firm of Deloitte &Touche LLP from June 1990 to August, 1995, serving clients in the banking, manufacturing, and retail industries. Mr. Gardner holds Bachelor and Master of Accounting degrees from Weber State University.
|
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
On September 24,
2013, the Company converted 1,825,000 shares of our Series C Preferred Stock, which amount represents all of the issued and outstanding
shares of Series C Preferred Stock, into 1,825,000,000 shares of our Class A common stock. As a result of this conversion there
are no shares of Series C Preferred Stock outstanding. The shares of Series C Preferred Stock are beneficially held by Cyrus Boga
and Kenneth I. Denos, both members of our Board of Directors.
On September 24,
2013, the Company converted a certain promissory note held by Cumbria Capital, L.P. into 100 shares of Series A Preferred Stock.
Cumbria Capital, L.P. is a Texas limited partnership owned and controlled by Cyrus Boga, a member of our Board of Directors. Although
the Preferred Stock carries no dividend, distribution, or liquidation rights, and is not convertible into common stock, each share
of Series A Preferred Stock carries 10,000,000 votes per share and is entitled to vote with the Company’s common stockholders
on all matters upon which common stockholders may vote. As a result, Mr. Boga holds a controlling beneficial interest in the Company
and Mr. Boga may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s
stockholders.
EXECUTIVE COMPENSATION
The following table
summarizes the total compensation for the two fiscal years ended December 31, 2015, of each person who served as our principal
executive officer or principal financial and accounting officer collectively, (the “Named Executive Officers”) including
any other executive officer who received more than $100,000 in annual compensation from the Company. Except as noted in footnote
(2) below, we did not award cash bonuses, stock awards, stock options or non-equity incentive plan compensation to any Named Executive
Officer during the two years ended December 31, 2015, thus these items are omitted from the table below:
Summary Compensation Table
|
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Stock Awards
|
|
All Other Compensation
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Chene C. Gardner
(1)
|
|
2015
|
|
$ —
|
|
$ —
|
|
$ —
|
|
$ —
|
|
Chief Executive Officer,
|
|
2014
|
|
$ —
|
|
$ —
|
|
$ —
|
|
$ —
|
|
Secretary and Chief Financial Officer
|
|
2013
|
|
$ —
|
|
$ —
|
|
$ —
|
|
$ —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryorie Michelle Rivas Batista
(2)
|
|
2015
|
|
$ —
|
|
$ —
|
|
$ —
|
|
$ —
|
|
Chief Executive Officer,
|
|
2014
|
|
$ —
|
|
$ —
|
|
$ —
|
|
$ —
|
|
President, and Secretary
|
|
2013
|
|
$ —
|
|
$ —
|
|
$ —
|
|
$ —
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Appointed as Chief Executive Officer, Secretary and Chief Financial Officer on May 31, 2011.
|
|
(2)
|
Appointed as Chief Executive Officer, President and Secretary on May 27, 2014. Replaced on August 18, 2014.
|
There is no other
arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer
was or is to be selected as such.
Outstanding Equity Awards at Fiscal Year-End
We did not grant
any equity awards to our Named Executive Officers or directors during the two years ended December 31, 2015.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND
RELATED STOCKHOLDER MATTERS
The following table
sets forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially
own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of September
12, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with
respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting
and investment power and has the same address as us. Our address is 11650 South State Street, Suite 240, Draper, Utah 84020. The
following table describes the ownership of our voting securities, based on 1,943,634 shares of Class B common stock outstanding.
(i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us
to own beneficially more than 5% of our common stock or any shares of our preferred stock.
Name of
Beneficial Owner
(1)
|
Number of Class B Common Shares
Beneficially Owned
(2)
|
Percent
of Class
(3)
|
Cyrus Boga
(4)
|
600,000
|
30.87%
|
Kenneth Denos
(5)
|
1,235,000
|
63.54%
|
Chene Gardner
(6)
|
5,000
|
*
|
All officers and directors as a group
(1 person)
|
5,000
|
*
|
* Indicates ownership of less than one
percent (1%).
(1) The address
of each officer, director, and beneficial owner is c/o Vican Resources, Inc., 11650 South State Street, Suite 240, Draper UT 84020.
(2) The number
of shares of Class B common stock beneficially owned by any shareholder is determined by the sum of (i) all shares of common stock
held directly or indirectly by such shareholder, and (ii) shares of common stock subject to options, warrants and/or conversion
rights deemed beneficially owned by the shareholder that are currently exercisable or exercisable within 60 days.
(3) The calculation
of percentage of beneficial ownership is based upon: (i) 1,943,634 shares of Class B common stock outstanding as of September 12,
2016, and (ii) shares of common stock subject to options, warrants and/or conversion rights deemed beneficially held by the shareholder
that are currently exercisable or exercisable within 60 days. The percentage ownership of any shareholder is determined by assuming
that the shareholder has exercised all options, warrants, and conversion rights to obtain additional securities, and that no other
shareholder has exercised such rights. Except as otherwise indicated below, the persons and entity named in the table have sole
voting and investment power with respect to all shares of common stock and voting rights shown as beneficially owned by them, subject
to applicable community property laws.
(4) Director
of the Company. If the votes of the Series A Preferred Stock are taken into account, Mr. Boga would beneficially hold 99.87% of
the voting securities of the Company.
(5) Director
and principal beneficial shareholder of the Company. Includes 1,235,000 shares of common stock held directly by Kenneth I. Denos,
P.C., a professional corporation owned by Mr. Denos.
(6) Chief Financial
Officer and principal executive officer of the Company. Includes 5,000 shares of Class B common stock held directly by Chene C.
Gardner & Associates, Inc., a corporation owned and controlled by Mr. Gardner.
DESCRIPTION
OF CAPITAL STOCK
The selling stockholders
are offering up to 103,434 shares of Class B common stock for resale in quoted or private transactions, at fixed or negotiated
prices. The following description of our capital stock is based on relevant portions of the Nevada Revised Statutes, or the “NRS”,
and on our Articles of Incorporation (also sometimes referred to as our “charter”) and Bylaws. This summary may not
contain all of the information that is important to you, and we refer you to the NRS and our Articles of Incorporation and Bylaws
for a more detailed description of the provisions summarized below.
Vican was organized
as a corporation under the laws of the State of Nevada on September 5, 2002. Our authorized capital stock consists of 400,000,000
shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share. As of
September 12, 2016, there were approximately 130 record holders of our common stock. There are no outstanding options or warrants
to purchase our stock.
Our charter provides
that our board of directors may not amend our Articles of Incorporation without approval of our shareholders, including holders
of our preferred shares. A decrease or increase in the number of shares of capital stock which we may issue would require an amendment
of our charter.
Following the Share
Exchange, and as of September 12, 2016, we had 0 shares of Class A common stock outstanding, 1,943,634 shares of Class B common
stock outstanding, 100 shares of Series A Preferred Stock outstanding, and 0 shares of Series C Preferred Stock outstanding.
Title of Class
|
|
Amount
Authorized
|
|
Amount Held by
Us or for our
Account
(1)
|
|
Amount
Outstanding
Exclusive of
Amounts Shown
Under
(1)
|
Class A Common stock, par value $.001 per share
|
|
350,000,000
|
|
—
|
|
—
|
Class B Common stock, par value $.001 per share
|
|
50,000,000
|
|
—
|
|
1,943,634
|
Series A Preferred stock, par value $.001 per share (2)
|
|
100
|
|
—
|
|
100
|
Series C Preferred stock, par value $.001 per share
|
|
10,000,000
|
|
—
|
|
—
|
Undesignated Preferred stock, par value $.001 per share
|
|
9,999,900
|
|
—
|
|
—
|
|
|
420,000,000
|
|
0
|
|
1,938,731
|
____________________
|
(1)
|
Calculated as of September 12, 2016.
|
|
(2)
|
Shares of our Series A Preferred Stock are not convertible into common stock. See “Preferred Stock” below.
|
Common Stock
Our charter authorizes
us to issue up to 350,000,000 shares of Class A common stock, and 50,000,000 shares of Class B common stock. Distributions may
be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of assets
legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable,
except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation,
dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally
available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our
preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on
an as converted basis on all matters submitted to a vote of stockholders, including the election of directors.
Preferred Stock
Our charter authorizes
us to issue up to 20,000,000 shares of preferred stock. We have designated 100 of the Company’s authorized 20,000,000 shares
of preferred stock as Series A Preferred Stock, par value $0.001 per share. All 100 shares of our Series A Preferred Stock are
outstanding and, although not convertible into common stock and carries no dividend, distribution, or liquidation rights, each
share of Series A Preferred Stock holds 10,000,000 voting rights and is entitled to vote together with our common stock on all
matters. Consequently, the holder of our Series A Preferred Stock is able to unilaterally control the election of our board of
directors and, ultimately, the direction of our Company. Additionally, we have designated 10,000,000 of the Company’s authorized
20,000,000 shares of preferred stock as Series C Preferred Stock, par value $0.001 per share. Each share of Series C Preferred
Stock is convertible into 1,000 shares of common stock and is entitled to vote together with holders of the Company’s common
stock on all matters upon which common stockholders may vote. No shares of Series C Preferred Stock are outstanding, and we have
no plans to issue any shares of Series C Preferred Stock in the future.
Limitation of Liability of Directors
and Officers; Indemnification and Advance of Expenses
Pursuant to our
charter and under the Nevada Revised Statutes (hereafter, the “NRS”), our directors are not liable to us or our stockholders
for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal
dividend payments or stock redemptions under Nevada law or any transaction from which a director has derived an improper personal
benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our directors,
officers, employees and agents (and any other persons to which applicable law permits us to provide indemnification) through Bylaw
provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent
permitted by applicable law.
Disclosure of Commission Position
on Indemnification for Securities Act Liabilities
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to
the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that
a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors,
officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
Provisions of the NRS and Our Charter and Bylaws
Our charter and
bylaws provide that our board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.
Business Combinations
Section 78.438 of
the NRS, is applicable to corporations organized under the laws of the State of Nevada. Subject to certain exceptions set forth
therein, Section 78.438 of the NRS provides that a corporation shall not engage in any business combination with any “interested
stockholder” for a two-year period following the date that such stockholder becomes an interested stockholder. Under certain
circumstances, Section 78.438 of the NRS makes it more difficult for an interested stockholder to effect various business combinations
with a corporation for a two-year period, although the stockholders may, by adopting an amendment to the corporation's charter
or by-laws, elect not to be governed by this section. Our charter and by-laws do not exclude us from the restrictions imposed under
Section 78.438 of the NRS. It is anticipated that the provisions of Section 78.438 of the NRS may encourage companies interested
in acquiring us to negotiate in advance with the board of directors.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
On April 1, 2014,
Vican Resources, Inc. (the “Company”) was informed by its independent registered public accounting firm, Morrill &
Associates, LLC, ("M&A"), that M&A has combined its public audit practice with Pritchett Siler & Hardy, P.C.,
(“PSH”) effective April 1, 2014. As a result, M&A effectively resigned as the Company's independent registered
public accounting firm and PSH became the Company's independent registered public accounting firm. The engagement of PSH as the
Company's independent registered public accounting firm was approved by the Board of Directors of the Company on April 1, 2014.
The principal accountant's
reports of M&A on the financial statements of the Company as of and for the two years ended December 31, 2012 and December
31, 2011 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting
principles. The principal accountant’s reports of M&A on the financial statements of the Company for the years ended
December 31, 2012 and 2011 contained an explanatory paragraph disclosing the uncertainty regarding the Company’s ability
to continue as a going concern.
During the two years
ended December 31, 2012 and December 31, 2011, and through the date of this 8-K including the first, second and third quarter 2013
interim periods, there were no disagreements with M&A on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved to M&A satisfaction would have caused it to make reference
thereto in connection with its reports on the financial statements for such years. During the two years ended December 31, 2012
and December 31, 2011 and through the date of this 8-K, there were no reportable events of the type described in Item 304(a)(1)(v)
of Regulation S-K.
On January 22, 2015
Vican Resources, Inc. (hereafter, “we” “us” “our” or the “Company”) dismissed its
independent registered accountant, Pritchett, Siler & Hardy, P.C. (hereafter “PSH”). The Company engaged PSH as
its independent registered accountant on April 1, 2014.
The report of PSH
regarding the Company’ financial statements for the fiscal year ended December 31, 2013, as well as the financial statements
of the Company contained in its annual report on Form 10-K for the fiscal year ended December 31, 2013, did not contain any adverse
opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except
that such report on our financial statements contained an explanatory paragraph in respect to uncertainty as to the Company's ability
to continue as a going concern.
During the period
from April 1, 2014 through to January 22, 2015, the date of dismissal, there were no disagreements with PSH on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to
the satisfaction of PSH would have caused it to make reference to the subject matter of the disagreements in connection with its
report.
LEGAL
MATTERS
The legality of
certain securities offered by this prospectus will be passed upon for us by Kenneth I. Denos, P.C., Draper, UT (“KIDPC”).
KIDPC is a holder of 1,235,000 shares of our Class B common stock. KIDPC is a professional corporation owned and controlled by
Kenneth I. Denos, the sole shareholder of KIDPC.
EXPERTS
The audited financial
statements of the Company as of and for the fiscal years ended December 31, 2015 and 2014 included in this prospectus have been
audited by Michael T. Studer, CPA, P.C., an independent registered public accounting firm. Such financial statements have been
so included in reliance on the reports given upon the authority of said firms as experts in accounting and auditing.
ADDITIONAL
INFORMATION
We have filed with
the SEC a registration statement on Form S-1 under the Securities Act of 1933, as amended, or the Securities Act, with respect
to our shares of Class B common stock offered by this prospectus. This prospectus, which is a part of the registration statement,
does not contain all of the information set forth in the registration statement or exhibits and schedules thereto. For further
information with respect to our business and our securities, reference is made to the registration statement, including the amendments,
exhibits and schedules thereto contained in the registration statement.
We also file annual,
quarterly and current periodic reports and other information with the SEC under the Securities Exchange Act of 1934. You can inspect
these reports and other information, as well as the registration statement and the related exhibits and schedules, without charge,
at the public reference facilities of the SEC at room 1580, 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. The SEC maintains a web site that contains reports and other
information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC’s
web site is
http:
//
www.sec.gov
. Information contained on the SEC’s web site about us is not incorporated into
this prospectus, and you should not consider information contained on the SEC’s web site to be part of this prospectus.
PART C - OTHER
INFORMATION
Item 25. Financial Statements and Exhibits
1.
Financial Statements
The following financial
statements of Vican Resources, Inc. are included in Part A “Information Required in a Prospectus” of the Registration
Statement:
VICAN RESOURCES, INC.
INDEX TO FINANCIAL STATEMENTS
All other information
required in the financial statement schedules has been incorporated in the financial statements or notes thereto or has been omitted
since the information is not applicable or not present in amounts sufficient to require submission of the schedule.
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Vican Resources, Inc.
I have audited the accompanying balance
sheets of Vican Resources, Inc. (the “Company”) as of December 31, 2015 and 2014 and the related statements of operations,
stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the
Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Vican Resources, Inc. as of December 31,
2015 and 2014 and the results of its operations and cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.
The accompanying financial statements
referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as
a going concern. Management’s plans in regard to this matter are also described in Note 8. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ MICHAEL T. STUDER, CPA, P.C.
Michael T. Studer, CPA, P.C.
Freeport, New York
March 29, 2016
VICAN RESOURCES, INC.
|
BALANCE SHEETS
|
|
|
|
|
|
ASSETS
|
|
|
December 31,
|
|
December 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
577,035
|
|
|
$
|
318,817
|
|
Advances from related parties
|
|
|
74,779
|
|
|
|
58,968
|
|
Advances from third party
|
|
|
6,865
|
|
|
|
6,865
|
|
Notes payable to related parties
|
|
|
873,944
|
|
|
|
873,944
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
1,532,623
|
|
|
|
1,258,594
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
1,532,623
|
|
|
|
1,258,594
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 20,000,000 shares authorized:
|
|
|
|
|
|
|
|
|
Series A Preferred Stock, $0.001 par value; 100 and
|
|
|
|
|
|
|
|
|
100 shares issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Series B Preferred Stock, $0.001 par value; -0- and -0- shares
|
|
|
|
|
|
|
|
|
issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Series C Preferred Stock, $0.001 par value; -0- and
|
|
|
|
|
|
|
|
|
-0- shares issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Common stock, $0.001 par value; 400,000,000 shares authorized:
|
|
|
|
|
|
|
|
|
Class A Common Stock, $0.001 par value; -0- and -0- shares
|
|
|
|
|
|
|
|
|
issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Class B Common Stock, $0.001 par value; 1,943,634 and
|
|
|
|
|
|
|
|
|
1,943,634 shares issued and outstanding, respectively
|
|
|
1,944
|
|
|
|
1,944
|
|
Additional paid-in capital
|
|
|
1,915,914
|
|
|
|
1,915,914
|
|
Accumulated deficit
|
|
|
(3,450,481
|
)
|
|
|
(3,176,452
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Deficit
|
|
|
(1,532,623
|
)
|
|
|
(1,258,594
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
VICAN RESOURCES, INC.
|
STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
December 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
NET REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
186,523
|
|
|
|
181,790
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
186,523
|
|
|
|
181,790
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(186,523
|
)
|
|
|
(181,790
|
)
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(87,506
|
)
|
|
|
(87,755
|
)
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expenses)
|
|
|
(87,506
|
)
|
|
|
(87,755
|
)
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES
|
|
|
(274,029
|
)
|
|
|
(269,545
|
)
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(274,029
|
)
|
|
$
|
(269,545
|
)
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED:
|
|
|
|
|
|
|
|
|
Net loss per common share
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
1,943,634
|
|
|
|
1,943,634
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
VICAN RESOURCES, INC.
|
STATEMENTS OF STOCKHOLDERS' DEFICIT
|
For the period January 1, 2014 through December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A
|
|
Series B
|
|
Series C
|
|
Class A
|
|
Class B
|
|
Additional
|
|
|
|
|
|
|
Preferred Stock
|
|
Preferred Stock
|
|
Preferred Stock
|
|
Common Stock
|
|
Common Stock
|
|
Paid-in
|
|
Accumulated
|
|
|
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Shares
|
|
Par
|
|
Capital
|
|
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2014
|
|
|
100
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,943,634
|
|
|
|
1,944
|
|
|
|
1,915,914
|
|
|
|
(2,906,907
|
)
|
|
|
(989,049
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2014
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(269,545
|
)
|
|
|
(269,545
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2014
|
|
|
100
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,943,634
|
|
|
|
1,944
|
|
|
|
1,915,914
|
|
|
|
(3,176,452
|
)
|
|
|
(1,258,594
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(274,029
|
)
|
|
|
(274,029
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015
|
|
|
100
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
1,943,634
|
|
|
$
|
1,944
|
|
|
$
|
1,915,914
|
|
|
$
|
(3,450,481
|
)
|
|
$
|
(1,532,623
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
VICAN RESOURCES, INC.
|
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
December 31,
|
|
|
2015
|
|
2014
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(274,029
|
)
|
|
$
|
(269,545
|
)
|
Adjustments to reconcile net loss to net
|
|
|
|
|
|
|
|
|
cash used by operating activities:
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
258,218
|
|
|
|
247,855
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used by Operating Activities
|
|
|
(15,811
|
)
|
|
|
(21,690
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from related party advances
|
|
|
15,811
|
|
|
|
21,690
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
15,811
|
|
|
|
21,690
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Payments For:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
VICAN RESOURCES, INC.
Notes to the Financial Statements
December 31, 2015 and 2014
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING
POLICIES
a. Organization and Description
of Business
Vican Resources, Inc. (the
“Company”) was incorporated under the laws of the State of Nevada on September 5, 2002 under the name of “Tremont
Fair, Inc.” From July 2009 until May 2011, the Company operated as a real estate services firm, seeking to capitalize on
the real estate opportunities resulting from the dislocation in the credit markets, and by extension, the multifamily housing market,
by acquiring, rehabilitating, stabilizing and selling distressed multifamily properties in the southern United States, predominantly
in Texas. On May 26, 2011, the Company changed its name to Vican Resources, Inc. and changed its business model when it sold the
real estate services division and acquired all of the outstanding shares of Vican Trading, Inc., a Montreal-based purchaser and
seller of metals, ores, and other commodities (hereafter, “Vican Trading”). Upon the acquisition of Vican Trading,
there was an implied option for either party to rescind the original acquisition. During the year that option was exercised and
on December 20, 2011, the Company again changed its business when it unwound the acquisition of Vican Trading and acquired all
of the assets of Med Ex Direct, Inc., a Florida-based provider of management services in respect of the distribution of diabetic
supplies, principally to Hispanic patients (hereafter, “Med Ex Florida”). On March 22, 2012, the Company again changed
its business to become an oil & gas exploration, development, and distribution company when we unwound the purchase of the
assets of Med Ex Florida and acquired three separate working interests in two oil & gas wells located in Jefferson County,
Mississippi. In consideration of the assignments the Company is to pay all costs and expenses associated with the development of
the working interests. To date there have been no costs incurred or required.
b. Accounting Method
The Company’s financial
statements are prepared using the accrual method of accounting. The Company has elected a December 31 year end.
c. Cash and Cash Equivalents
Cash Equivalents include
short-term, highly liquid investments with maturities of three months or less at the time of acquisition.
d. Estimates
The preparation of financial
statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
e. Advertising
The Company follows the
policy of charging the costs of advertising to expense as incurred. Advertising expense is included in selling, general and administrative
expenses in the statements of operations. Advertising expense for the years ended December 31, 2015 and 2014 was $-0-.
f. Basic and Diluted Net
Loss Per Share
The Company follows ASC
Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined
by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per
common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common
share equivalents outstanding.
VICAN RESOURCES, INC.
Notes to the Financial Statements
December 31, 2015 and 2014
g. Income Taxes
The Company utilizes the
liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined
based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred
tax assets is recorded, when it is more likely than not that such tax benefits will not be realized.
h. Recent Accounting Pronouncements
We have reviewed accounting
pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that
none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2015
and 2014.
i. Financial Instruments
On January 1, 2008, the
Company adopted FASB ASC 820-10-50, “
Fair Value Measurements.
” This guidance defines fair value, establishes
a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value
measures. The three levels are defined as follows:
- Level 1 inputs to the
valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
- Level 2 inputs to the
valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable
for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
- Level 3 inputs to valuation
methodology are unobservable and significant to the fair value measurement.
The carrying amounts reported
in the balance sheets for current liabilities each qualify as financial instruments and are a reasonable estimate of fair value
because of the short period of time between the origination of such instruments and their expected realization and their current
market rate of interest.
NOTE 2 - ACCOUNTS PAYABLE
AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following:
|
|
|
|
|
|
|
December 31,
|
|
|
2015
|
|
2014
|
Kenneth I. Denos, P.C. – legal services
|
|
$
|
202,500
|
|
|
$
|
112,500
|
|
Chene C. Gardner & Associates, Inc.- accounting services
|
|
|
135,000
|
|
|
|
75,000
|
|
Rent
|
|
|
13,500
|
|
|
|
7,500
|
|
Other vendors
|
|
|
29,457
|
|
|
|
14,634
|
|
Accrued interest on notes payable to related parties
|
|
|
196,578
|
|
|
|
109,183
|
|
Total
|
|
$
|
577,035
|
|
|
$
|
318,817
|
|
Kenneth I. Denos, P.C.
is the majority common stockholder of the Company and is controlled by Kenneth I. Denos, director of the Company from December
20, 2011 to May 27, 2014. Under a verbal agreement commencing January 2012, Kenneth I. Denos, P.C. has provided legal services
to the Company for accrued compensation of $7,500 per month.
VICAN RESOURCES, INC.
Notes to the Financial Statements
December 31, 2015 and 2014
Chene C. Gardner &
Associates Inc. is controlled by Chene C. Gardner, Chief Financial Officer of the Company from May 31, 2011 to May 27, 2014 and
sole officer and director of the Company from August 18, 2014 to present. Under a verbal agreement commencing June 2011, Chene
C. Gardner & Associates, Inc. has provided accounting services to the Company for accrued compensation of $5,000 per month.
NOTE 3 - ADVANCES FROM
RELATED PARTIES
Advances from related parties, which are all non-interest bearing and due on demand, consist of the following:
|
|
|
|
|
|
|
December 31,
|
|
|
|
2015
|
|
|
|
2014
|
|
Cumbria Capital, L.P.
|
|
$
|
37,278
|
|
|
$
|
37,278
|
|
Kenneth I. Denos, P.C.
|
|
|
22,861
|
|
|
|
17,861
|
|
John D. Thomas, P.C.
|
|
|
14,640
|
|
|
|
3,829
|
|
Total
|
|
$
|
74,779
|
|
|
$
|
58,968
|
|
Cumbria Capital, L.P. is
a Texas limited partnership controlled by Cyrus Boga, director of the Company from December 15, 2011 to May 27, 2014. Through its
ownership of 100 shares of the Series A Preferred Stock (10,000,000 votes per share), Cumbria Capital, L.P. has voting control
of the Company.
John D. Thomas, P.C. is
controlled by John D. Thomas, former director of the Company.
NOTE 4 - NOTES PAYABLE
TO RELATED PARTIES
Notes payable to related parties consist of the following:
|
|
|
|
|
December 31,
|
|
|
2015
|
|
2014
|
Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default)
|
|
$
|
402,500
|
|
|
$
|
402,500
|
|
Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default)
|
|
|
311,973
|
|
|
|
311,973
|
|
Chene C. Gardner & Associates, Inc., interest at 10%, due March 29, 2014 (in default)
|
|
|
140,000
|
|
|
|
140,000
|
|
Due other entities affiliated with Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default)
|
|
|
19,471
|
|
|
|
19,471
|
|
Total
|
|
$
|
873,944
|
|
|
$
|
873,944
|
|
NOTE 5 - COMMON AND PREFERRED
STOCK TRANSACTIONS
All common share issuances
were recorded at market value on the date of issuance.
On September 24, 2013,
the Company converted a certain promissory note, in the original principal amount of $400,000 held by Cumbria Capital, L.P. (“Cumbria”),
into 100 shares of Series A Preferred Stock. Cumbria is a Texas limited partnership owned and controlled by Cyrus Boga, a director
of the Company from December 15, 2011 to May 27, 2014. Although the Preferred Stock carries no dividend, distribution, or liquidation
rights, and is not convertible into common stock, each share of Series A Preferred Stock carries 10,000,000 votes per share and
is entitled to vote with the Company’s common stockholders on all matters upon which common stockholders may vote. As a result,
Cumbria holds a controlling voting interest in the Company and Mr. Boga may unilaterally determine the election of the Board and
other substantive matters requiring approval of the Company’s stockholders.
VICAN RESOURCES, INC.
Notes to the Financial Statements
December 31, 2015 and 2014
On September 24, 2013,
the Company converted 1,825,000 shares of our Series C Preferred Stock (“Series C Conversion”), which amount represented
all of the issued and outstanding shares of Series C Preferred Stock, into 1,825,000,000 shares of our Class A common stock. As
a result of this conversion, there are no shares of Series C Preferred Stock outstanding. Immediately following the Series C Conversion,
the Board of Directors of the Company approved the Plan of Share Exchange (the "Plan"). The Plan provided for the conversion
of 1,914,840,019 shares of Class A common stock, which amount represented all of the outstanding shares of common stock of the
Company, into 1,943,634 shares of Class B common stock. As a result, the Company has no shares of Class A Common stock outstanding,
and 1,943,634 shares of Class B common stock outstanding.
Certificates representing
the shares of Class B common stock will not be distributed until the Company’s Registration Statement has been declared effective
by the U.S. Securities and Exchange Commission.
During the process of converting
our Series C Preferred Stock into Class A common stock and subsequently exchanging all of our Class A common stock into Class B
common stock, we temporarily exceeded the number of authorized shares of our common stock, even though certificates for the 1,825,000,000
shares of Class A common stock were not actually distributed. Since the Share Exchange immediately followed the conversion of our
Series C Preferred Stock, we now have a sufficient number of our common shares authorized for issuance.
NOTE 6 - OPTIONS AND WARRANTS
The Company has adopted
FASB ASC 718, “Share-Based Payments” (“ASC 718”) to account for its stock options. The Company estimates
the fair value of each stock award at the grant date by using the Black-Scholes option pricing model. The assumptions used to calculate
the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and our experience. Compensation
expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on our historical
experience and future expectations. No stock options or warrants were issued or outstanding during 2015 or 2014.
NOTE 7 - INCOME TAXES
The Financial Accounting
Standards Board (FASB) has issued FASB ASC 740-10. FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely
than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.
If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize
in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material
tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.
Deferred taxes are provided
on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
At December 31, 2015 the
Company had net operating loss carryforwards of approximately $3,400,000 that may be offset against future taxable income through
2035. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss
carry forwards are offset by a valuation allowance of the same amount.
VICAN RESOURCES, INC.
Notes to the Financial Statements
December 31, 2015 and 2014
Due to the change in ownership
provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject
to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to use
in the future.
Net deferred tax assets
consist of the following components as of December 31, 2015 and 2014:
|
|
2015
|
|
2014
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
NOL Carryover
|
|
$
|
1,309,568
|
|
|
$
|
1,216,398
|
|
Valuation allowance
|
|
|
(1,309,568
|
)
|
|
|
(1,216,398
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
The income tax provision
(benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income
for the years ended December 31, 2015 and 2014 due to the following:
|
|
2015
|
|
2014
|
Expected tax at 34%
|
|
$
|
(93,170
|
)
|
|
$
|
(91,645
|
)
|
Change in valuation allowance
|
|
|
93,170
|
|
|
|
91,645
|
|
Provision for (benefit from) income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
A reconciliation of the
beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
Year ended December 31,
|
|
|
|
2015
|
|
|
|
2014
|
|
Beginning balance
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions based on tax positions related to current year
|
|
|
—
|
|
|
|
—
|
|
Additions for tax positions of prior years
|
|
|
—
|
|
|
|
—
|
|
Reductions for tax positions of prior years
|
|
|
—
|
|
|
|
—
|
|
Reductions in benefit due to income tax expense
|
|
|
—
|
|
|
|
—
|
|
Ending balance
|
|
$
|
—
|
|
|
$
|
—
|
|
At December 31, 2015, the
Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.
The Company did not have
any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase
or decrease within the next 12 months.
The Company includes interest
and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income
taxes. As of December 31, 2015 and 2014, the Company had no accrued interest or penalties related to uncertain tax positions.
All tax years remain subject
to examination by major taxing jurisdictions.
VICAN RESOURCES, INC.
Notes to the Financial Statements
December 31, 2015 and 2014
NOTE 8 - GOING CONCERN
The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which
have resulted in an accumulated deficit at December 31, 2015 of $3,450,481,has negative working capital, and negative cash flows
from operations, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.
The Company believes these
conditions have resulted from the inherent risks associated with small companies. Such risks include, but are not limited to, the
ability to (i) generate revenues and sales of its products and services at levels sufficient to cover its costs and provide a return
for investors, (ii) attract additional capital in order to finance growth, (iii) further develop and successfully market commercial
products and services, and (iv) successfully compete with other comparable companies having financial, production and marketing
resources significantly greater than those of the Company.
We are presently seeking
additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing business
plan.
We expect to generate revenue
pursuant to our new business plan as an oil and gas exploration, development, and production company and expect to rely on equity
and debt financings to fund our capital resources requirements. We will be dependent on additional debt and equity financing to
develop our new business but we cannot assure you that any such financings will be available or will otherwise be made on terms
acceptable to us, or that our present shareholders might suffer substantial dilution as a result.
The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
VICAN RESOURCES, INC.
|
BALANCE SHEETS
|
|
|
|
|
|
ASSETS
|
|
|
June 30,
|
|
December 31,
|
|
|
2016
|
|
2015
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
713,332
|
|
|
$
|
577,035
|
|
Advances from related parties
|
|
|
78,779
|
|
|
|
74,779
|
|
Advances from third party
|
|
|
6,865
|
|
|
|
6,865
|
|
Notes payable to related parties
|
|
|
873,944
|
|
|
|
873,944
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
1,672,920
|
|
|
|
1,532,623
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
1,672,920
|
|
|
|
1,532,623
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 20,000,000 shares authorized:
|
|
|
|
|
|
|
|
|
Series A Preferred Stock, $0.001 par value; 100 and
|
|
|
|
|
|
|
|
|
100 shares issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Series B Preferred Stock, $0.001 par value; -0- and -0- shares
|
|
|
|
|
|
|
|
|
issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Series C Preferred Stock, $0.001 par value; -0- and
|
|
|
|
|
|
|
|
|
-0- shares issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Common stock, $0.001 par value; 400,000,000 shares authorized:
|
|
|
|
|
|
|
|
|
Class A Common Stock, $0.001 par value; -0- and -0- shares
|
|
|
|
|
|
|
|
|
issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Class B Common Stock, $0.001 par value; 1,943,634 and
|
|
|
|
|
|
|
|
|
1,943,634 shares issued and outstanding, respectively
|
|
|
1,944
|
|
|
|
1,944
|
|
Additional paid-in capital
|
|
|
1,915,914
|
|
|
|
1,915,914
|
|
Accumulated deficit
|
|
|
(3,590,778
|
)
|
|
|
(3,450,481
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Deficit
|
|
|
(1,672,920
|
)
|
|
|
(1,532,623
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
VICAN RESOURCES, INC.
|
STATEMENTS OF OPERATIONS
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended
|
|
For the Six Months Ended
|
|
|
June 30,
|
|
June 30,
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
NET REVENUES
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
43,135
|
|
|
|
53,004
|
|
|
|
96,720
|
|
|
|
100,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
43,135
|
|
|
|
53,004
|
|
|
|
96,720
|
|
|
|
100,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(43,135
|
)
|
|
|
(53,004
|
)
|
|
|
(96,720
|
)
|
|
|
(100,652
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(21,788
|
)
|
|
|
(21,789
|
)
|
|
|
(43,577
|
)
|
|
|
(43,450
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expenses)
|
|
|
(21,788
|
)
|
|
|
(21,789
|
)
|
|
|
(43,577
|
)
|
|
|
(43,450
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES
|
|
|
(64,923
|
)
|
|
|
(74,793
|
)
|
|
|
(140,297
|
)
|
|
|
(144,102
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(64,923
|
)
|
|
$
|
(74,793
|
)
|
|
$
|
(140,297
|
)
|
|
$
|
(144,102
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
1,943,634
|
|
|
|
1,943,634
|
|
|
|
1,943,634
|
|
|
|
1,943,634
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
VICAN RESOURCES, INC.
|
STATEMENTS OF CASH FLOWS
|
(Unaudited)
|
|
|
|
|
|
|
|
For the Six Months Ended
|
|
|
June 30,
|
|
|
2016
|
|
2015
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(140,297
|
)
|
|
$
|
(144,102
|
)
|
Adjustments to reconcile net loss to net
|
|
|
|
|
|
|
|
|
cash used by operating activities:
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
136,297
|
|
|
|
133,291
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used by Operating Activities
|
|
|
(4,000
|
)
|
|
|
(10,811
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from related party advances
|
|
|
4,000
|
|
|
|
10,811
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
4,000
|
|
|
|
10,811
|
|
|
|
|
|
|
|
|
|
|
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Payments For:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
|
VICAN RESOURCES, INC.
Notes to the Financial Statements
For the six months ended June 30, 2016
(Unaudited)
NOTE 1 - ORGANIZATION
AND DESCRIPTION OF BUSINESS
Vican Resources, Inc. (the
“Company”) was incorporated under the laws of the State of Nevada on September 5, 2002 under the name of “Tremont
Fair, Inc.” From July 2009 until May 2011, the Company operated as a real estate services firm, seeking to capitalize on
the real estate opportunities resulting from the dislocation in the credit markets, and by extension, the multifamily housing market,
by acquiring, rehabilitating, stabilizing and selling distressed multifamily properties in the southern United States, predominantly
in Texas. On May 26, 2011, the Company changed its name to Vican Resources, Inc. and changed its business model when it sold the
real estate services division and acquired all of the outstanding shares of Vican Trading, Inc., a Montreal-based purchaser and
seller of metals, ores, and other commodities (hereafter, “Vican Trading”). Upon the acquisition of Vican Trading,
there was an implied option for either party to rescind the original acquisition. During the year that option was exercised and
on December 20, 2011, the Company again changed its business when it unwound the acquisition of Vican Trading and acquired all
of the assets of Med Ex Direct, Inc., a Florida-based provider of management services in respect of the distribution of diabetic
supplies, principally to Hispanic patients (hereafter, “Med Ex Florida”). On March 22, 2012, the Company again changed
its business to become an oil and gas exploration, development and distribution company when we unwound the purchase of the assets
of Med Ex Florida and acquired three separate working interests in two oil and gas wells located in Jefferson County, Mississippi.
In consideration of the assignments the Company is to pay all costs and expenses associated with the development of the working
interests. To date there have been no costs incurred or required.
NOTE 2 - BASIS OF PRESENTATION
The accompanying unaudited interim
financial statements of Vican Resources, Inc. ("the Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read
in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with
the SEC on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods
presented have been reflected herein. Operating results for the six months ended June 30, 2016 are not necessarily indicative of
the results to be expected for the year ending December 31, 2016. Notes to the financial statements which would substantially duplicate
the disclosures contained in the audited financial statements for the most recent year 2015 as reported in Form 10-K have been
omitted.
NOTE 3 - BASIC AND DILUTED
NET LOSS PER SHARE
The Company follows ASC
Topic 260 to account for the earnings per share. Basic earnings (loss) per common share (“EPS”) calculations are determined
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earnings
(loss) per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares
and dilutive common share equivalents (if dilutive) outstanding.
VICAN RESOURCES, INC.
Notes to the Financial Statements
For the six months ended June 30, 2016
(Unaudited)
NOTE 4 - ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following:
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
Kenneth I. Denos, P.C. – legal services
|
|
$
|
247,500
|
|
|
$
|
202,500
|
|
Chene C. Gardner & Associates, Inc. - accounting services
|
|
|
165,000
|
|
|
|
135,000
|
|
Rent
|
|
|
16,500
|
|
|
|
13,500
|
|
Other vendors
|
|
|
44,177
|
|
|
|
29,457
|
|
Accrued interest on notes payable to related parties
|
|
|
240,155
|
|
|
|
196,578
|
|
Total
|
|
$
|
713,332
|
|
|
$
|
577,035
|
|
Kenneth I. Denos, P.C.
is the majority common stockholder of the Company and is controlled by Kenneth I. Denos, director of the Company from December
20, 2011 to May 27, 2014. Under a verbal agreement commencing January 2012, Kenneth I. Denos, P.C. has provided legal services
to the Company for accrued compensation of $7,500 per month.
Chene C. Gardner &
Associates Inc. is controlled by Chene C. Gardner, Chief Financial Officer of the Company from May 31, 2011 to May 27, 2014 and
sole officer and director of the Company from August 18, 2014 to present. Under a verbal agreement commencing June 2011, Chene
C. Gardner & Associates, Inc. has provided accounting services to the Company for accrued compensation of $5,000 per month.
NOTE 5 - ADVANCES FROM RELATED PARTIES
Advances from related parties, which are all non-interest bearing and due on demand, consist of the following:
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
Cumbria Capital, L.P.
|
|
$
|
37,278
|
|
|
$
|
37,278
|
|
Kenneth I. Denos, P.C.
|
|
|
26,861
|
|
|
|
22,861
|
|
John D. Thomas, P.C.
|
|
|
14,640
|
|
|
|
14,640
|
|
Total
|
|
$
|
78,779
|
|
|
$
|
74,779
|
|
Cumbria Capital, L.P.
is a Texas limited partnership controlled by Cyrus Boga, director of the Company from December 15, 2011 to May 27, 2014. Through
its ownership of 100 shares of the Series A Preferred Stock (10,000,000 votes per share), Cumbria Capital, L.P. has voting control
of the Company.
John D. Thomas, P.C.
is controlled by John D. Thomas, former director of the Company.
VICAN RESOURCES, INC.
Notes to the Financial Statements
For the six months ended June 30, 2016
(Unaudited)
NOTE 6 - NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties consist of the following:
|
|
|
|
|
|
|
June 30,
2016
|
|
December 31,
2015
|
Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default)
|
|
$
|
402,500
|
|
|
$
|
402,500
|
|
Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default)
|
|
|
311,973
|
|
|
|
311,973
|
|
Chene C. Gardner & Associates, Inc., interest at 10%, due March 29, 2014 (in default)
|
|
|
140,000
|
|
|
|
140,000
|
|
Due other entities affiliated with Kenneth I. Denos, P.C., interest at 10%, due March 29, 2014 (in default)
|
|
|
19,471
|
|
|
|
19,471
|
|
Total
|
|
$
|
873,944
|
|
|
$
|
873,944
|
|
NOTE 7 - COMMON AND PREFERRED
STOCK TRANSACTIONS
All common share issuances
were recorded at market value on the date of issuance.
On September 24, 2013, the Company
converted a certain promissory note, in the original principal amount of $400,000 held by Cumbria Capital, L.P. (“Cumbria”),
into 100 shares of Series A Preferred Stock. Cumbria is a Texas limited partnership owned and controlled by Cyrus Boga, a director
of the Company from December 15, 2011 to May 27, 2014. Although the Preferred Stock carries no dividend, distribution, or liquidation
rights, and is not convertible into common stock, each share of Series A Preferred Stock carries 10,000,000 votes per share and
is entitled to vote with the Company’s common stockholders on all matters upon which common stockholders may vote. As a result,
Cumbria holds a controlling voting interest in the Company and Mr. Boga may unilaterally determine the election of the Board and
other substantive matters requiring approval of the Company’s stockholders.
On September 24, 2013, the
Company converted 1,825,000 shares of our Series C Preferred Stock (“Series C Conversion”), which amount represented
all of the issued and outstanding shares of Series C Preferred Stock, into 1,825,000,000 shares of our Class A common stock. As
a result of this conversion, there are no shares of Series C Preferred Stock outstanding. Immediately following the Series C Conversion,
the Board of Directors of the Company approved the Plan of Share Exchange (the "Plan"). The Plan allowed for the conversion
of 1,914,840,019 shares of Class A common stock, which amount represented all of the outstanding shares of common stock of the
Company, into 1,943,634 shares of Class B common stock. As a result, the Company has no shares of Class A Common stock outstanding,
and 1,943,634 shares of Class B common stock outstanding.
Certificates representing
the shares of Class B common stock will not be distributed until the Company’s Registration Statement has been declared effective
by the U.S. Securities and Exchange Commission.
During the process of converting
our Series C Preferred Stock into Class A common stock and subsequently exchanging all of our Class A common stock into Class B
common stock, we temporarily exceeded the number of authorized shares of our common stock, even though certificates for the 1,825,000,000
shares of Class A common stock were not actually distributed. Since the Share Exchange immediately followed the conversion of our
Series C Preferred Stock, we now have a sufficient number of our common shares authorized for issuance.
VICAN RESOURCES, INC.
Notes to the Financial Statements
For the six months ended June 30, 2016
(Unaudited)
NOTE 8 - INCOME TAXES
The Financial Accounting
Standards Board (FASB) has issued FASB ASC 740-10. FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely
than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-
not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance
with recognition and measurement standards established by FASB ASC 740-10.
Deferred taxes are provided
on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
At December 31, 2015 the
Company had net operating loss carryforwards of approximately $3,400,000 that may be offset against future taxable income through
2035. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss
carry forwards are offset by a valuation allowance of the same amount.
Due to the change in ownership
provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject
to annual limitations. Should a significant change in ownership occur, net operating loss carryforwards may be limited as to use
in the future.
Net deferred
tax assets consist of the following components as of June 30, 2016 and December 31, 2015:
|
|
June 30, 2016
|
|
December 31, 2015
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards NOL Carryover
|
|
$
|
1,357,269
|
|
|
$
|
1,309,568
|
|
Valuation allowance
|
|
|
(1,357,269
|
)
|
|
|
(1,309,568
|
)
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
The income tax provision (benefit) differs from
the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income for the six months ended
June 30, 2016 and 2015 due to the following:
|
|
Six Months Ended June 30,
|
|
|
2016
|
|
2015
|
Expected tax at 34%
|
|
$
|
(47,701
|
)
|
|
$
|
(48,995
|
)
|
Change in valuation allowance
|
|
|
47,701
|
|
|
|
48,995
|
|
Provision for (benefit from) income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
VICAN RESOURCES, INC.
Notes to the Financial Statements
For the six months ended June 30, 2016
(Unaudited)
NOTE 9 - GOING CONCERN
The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which
have resulted in an accumulated deficit at June 30, 2016 of $3,590,778, has negative working capital, and negative cash flows from
operations, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.
The Company believes these
conditions have resulted from the inherent risks associated with small companies. Such risks include, but are not limited to, the
ability to (i) generate revenues and sales of its products and services at levels sufficient to cover its costs and provide a return
for investors, (ii) attract additional capital in order to finance growth, (iii) further develop and successfully market commercial
products and services, and (iv) successfully compete with other comparable companies having financial, production and marketing
resources significantly greater than those of the Company.
We are presently seeking additional
debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing business plan.
We expect to generate revenue
pursuant to our new business plan as an oil and gas exploration, development, and production company and expect to rely on equity
and debt financings to fund our capital resources requirements. We will be dependent on additional debt and equity financing to
develop our new business but we cannot assure you that any such financings will be available or will otherwise be made on terms
acceptable to us, or that our present shareholders might suffer substantial dilution as a result.
The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
PROSPECTUS
VICAN RESOURCES, INC.
UP TO 103,434 SHARES OF
CLASS B COMMON STOCK
TO BE SOLD BY CURRENT SHAREHOLDERS
We have not authorized
any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as
to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell
these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or
legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication
that the information contained herein nor the affairs of the issuer have not changed since the date hereof.
Until January 15,
2017 (90 days after the date of this prospectus), all dealers that effect transactions in these shares of common stock may be required
to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter
and with respect to their unsold allotments or subscriptions.
THE DATE OF THIS PROSPECTUS IS OCTOBER
15, 2016
PART II – INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 13. Other Expenses and Issuance and Distribution
The expenses payable
by the Registrant in connection with the issuance and distribution of the securities being registered (other than underwriting
discounts and commissions, if any) are set forth below. Each item listed is estimated, except for the Securities and Exchange Commission
registration fee.
Securities and Exchange Commission registration fee
|
|
$
|
0.04
|
|
Legal fees and expenses
|
|
|
25,000.00
|
|
Accounting fees and expenses
|
|
|
5,000.00
|
|
Miscellaneous
|
|
|
1,000.00
|
|
Total expenses
|
|
$
|
31,000.04
|
|
Item 14. Indemnification of Directors and Officers
Pursuant to our
charter and under the Nevada Revised Statutes, our directors are not liable to us or our stockholders for monetary damages for
breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal dividend payments or
stock redemptions under Nevada law or any transaction from which a director has derived an improper personal benefit. Our charter
provides that we are authorized to provide indemnification of (and advancement of expenses) to directors, officers, employees and
agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through by-law
provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent
permitted by applicable law.
Item 15. Recent Sales of Unregistered Securities
On September 24,
2013, the Company converted 1,825,000 shares of our Series C Preferred Stock (“Series C Conversion”), which amount
represents all of the issued and outstanding shares of Series C Preferred Stock, into 1,825,000,000 shares of our Class A common
stock. As a result of this conversion, there are no shares of Series C Preferred Stock outstanding. Immediately following the Series
C Conversion, the Board of Directors of the Company approved the Plan of Share Exchange (the "Plan"). The Plan allows
for the conversion of 1,914,840,020 shares of Class A common stock, which amount represents all of the outstanding shares of common
stock of the Company, into 1,943,634 shares of Class B common stock. As a result, the Company has no shares of Class A Common stock
outstanding, and 1,943,634 shares of Class B common stock outstanding. Certificates representing the shares of Class B common stock
will not be distributed until the Company’s Registration Statement, of which this prospectus forms a part, has been declared
effective by the U.S. Securities and Exchange Commission.
During the process
of converting our Series C Preferred Stock into Class A common stock and subsequently exchanging all of our Class A common stock
into Class B common stock, we temporarily exceeded the number of authorized shares of our common stock, even though certificates
for the 1,825,000,000 shares of Class A common stock were not actually distributed. Since the Share Exchange immediately followed
the conversion of our Series C Preferred Stock, we now have a sufficient number of our common shares authorized for issuance.
On September 24,
2013, the Company converted a certain promissory note, in the original principal amount of $700,000 held by Cumbria Capital, L.P.
(“Cumbria”), into 100 shares of Series A Preferred Stock. Cumbria is a Texas limited partnership owned and controlled
by Cyrus Boga, a member of our Board of Directors. Although the Preferred Stock carries no dividend, distribution, or liquidation
rights, and is not convertible into common stock, each share of Series A Preferred Stock carries 10,000,000 votes per share and
is entitled to vote with the Company’s common stockholders on all matters upon which common stockholders may vote. As a result,
Cumbria holds a controlling beneficial interest in the Company and Mr. Boga may unilaterally determine the election of the Board
and other substantive matters requiring approval of the Company’s stockholders.
Exemption From Registration Claimed
All of the sales
by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities Act of 1933,
as amended (the “1933 Act”). All of the individuals and/or entities listed above that purchased the unregistered securities
were all known to the Company and its management, through pre-existing business relationships. All purchasers were provided access
to all material information, which they requested, and all information necessary to verify such information and were afforded access
to management of the Company in connection with their purchases. All purchasers of the unregistered securities acquired such securities
for investment and not with a view toward distribution, acknowledging such intent to the Company. All certificates or agreements
representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or
agreements representing such securities, without such securities either being first registered or otherwise exempt from registration
in any further resale or disposition.
With respect to
the transactions noted above, no solicitation was made and no underwriting discounts were given or paid in connection with these
transactions. The Company believes that the issuance of the securities as described above was exempt from registration with the
Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
Item. 16. Exhibits and Financial Statement Schedules
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended and Restated Articles of Incorporation of Vican Resources, Inc. (incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on August 19, 2013).
|
3.2
|
|
Bylaws of Vican Resources, Inc. (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed on March 23, 2012).
|
5.1
|
|
Opinion of Kenneth I. Denos, P.C.
|
14.1
|
|
Code of Ethics for the Registrant.
|
21.1
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
Consent of Michael T. Studer CPA, P.C
.
|
|
|
|
Item 17. Undertakings
Undertakings of the Registrant
The Registrant hereby further undertakes:
(a)(1) To file,
during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement
to:
(i) Include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) (Sec. 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2) That, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for the
purpose of determining liability under the Securities Act to any purchaser:
(i) If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use.
(5) That, for the
purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Limitation of Liability of Directors
and Officers; Indemnification and Advance of Expenses
Pursuant to our
charter and under the Nevada Revised Statutes (hereafter, the “NRS”), our directors are not liable to us or our stockholders
for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal
dividend payments or stock redemptions under Nevada law or any transaction from which a director has derived an improper personal
benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our directors,
officers, employees and agents (and any other persons to which applicable law permits us to provide indemnification) through Bylaw
provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent
permitted by applicable law.
Disclosure of Commission Position
on Indemnification for Securities Act Liabilities
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to
the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that
a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors,
officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed
on its behalf by the undersigned in his personal capacity, thereunto duly authorized, in the City of Draper, State of Utah, on
the 6
th
day of September, 2016.
|
|
VICAN RESOURCES, INC.
|
|
|
|
Dated: September 15, 2016
|
|
/s/ Chene C. Gardner
|
|
|
Chene C. Gardner
Principal Executive Officer
|
|
|
|
KNOW ALL MEN BY
THESE PRESENT, each person whose signature appears below hereby constitutes and appoints Chene C. Gardner and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement and
any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the
requirements of the Securities Exchange Act of 1933, this Registration Statement has been signed by the following persons on behalf
of the Registrant on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Chene C. Gardner
|
|
Chief Financial Officer and
|
|
September 15, 2016
|
Chene C. Gardner
|
|
Sole Director
|
|
|
|
|
|
|
|
|
|
|
|
|