UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended September 30, 2016

 

[   ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to ______

 

Commission File Number 333-107179 & 000-51210

 

VICAN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

980380519

(I.R.S. Employer Identification No.)

 

11650 South State St., Ste. 240, Draper, UT 84020

(Address of principal executive offices) (Zip Code)

 

(801) 816-2500

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [] No [ X ]

 

As of November 8, 2016, there were -0- outstanding shares of the registrant's Class A common stock, $0.001 par value per share, and 1,943,634 outstanding shares of the registrant's Class B common stock, $0.001 par value per share.

 

     

TABLE OF CONTENTS

 

 

 

    Page No.

 

PART I – FINANCIAL INFORMATION

   

 

Item 1. Financial Statements

  3

 

Item 2. Management's Discussion and Analysis

  12

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

  14

 

Item 4. Controls and Procedures

  14

 

PART II – OTHER INFORMATION

   

 

Item 1. Legal Proceedings

  15

 

Item 1A. Risk Factors

  15

 

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

  15

 

Item 3. Defaults Upon Senior Securities

  15

 

Item 4. Mine Safety Disclosures

  15

 

Item 5. Other Information

  15

 

Item 6. Exhibits

  15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  2  

PART I

 

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

 

The Financial Statements of the Company are prepared as of September 30, 2016.

 

 

 

CONTENTS

 

Balance Sheets

 

4
Statements of Operations

 

5
Statements of Cash Flows

 

6
Notes to the Financial Statements 7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  3  

 

 

VICAN RESOURCES, INC.
BALANCE SHEETS
 
ASSETS
  September 30,   December 31,
    2016   2015
  (Unaudited)    
         
TOTAL ASSETS   $ —       $ —    
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                 
CURRENT LIABILITIES                
                 
Accounts payable and accrued liabilities   $ 779,513     $ 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     1,739,101       1,532,623  
                 
TOTAL LIABILITIES     1,739,101       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; 2,000,000,000 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     (3,656,959 )     (3,450,481 )
                 
Total Stockholders' Deficit     (1,739,101 )     (1,532,623 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $ —       $ —    
 
The accompanying notes are an integral part of these financial statements.

 

  4  

 

VICAN RESOURCES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
 
  For the Three Months Ended   For the Nine Months Ended
  September 30,   September 30,
    2016   2015   2016   2015
                                 
NET REVENUES   $ —       $ —       $ —       $ —    
                                 
OPERATING EXPENSES                                
                                 
Selling, general and administrative expenses     44,152       43,315       140,872       143,967  
                                 
Total Operating Expenses     44,152       43,315       140,872       143,967  
                                 
LOSS FROM OPERATIONS     (44,152 )     (43,315 )     (140,872 )     (143,967 )
                                 
OTHER INCOME (EXPENSES)                                
                                 
Interest expense     (22,029 )     (22,028 )     (65,606 )     (65,478 )
                                 
Total Other Income (Expenses)     (22,029 )     (22,028 )     (65,606 )     (65,478 )
                                 
LOSS BEFORE INCOME TAXES     (66,181 )     (65,343 )     (206,478 )     (209,445 )
                                 
INCOME TAX EXPENSE     —         —         —         —    
                                 
NET LOSS   $ (66,181 )   $ (65,343 )   $ (206,478 )   $ (209,445 )
                                 
BASIC AND DILUTED:                                
                                 
Net loss per common share   $ (0.03 )   $ (0.03 )   $ (0.11 )   $ (0.11 )
                                 
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.

 

  5  

 

VICAN RESOURCES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
 
  For the Nine Months Ended
  September 30,
    2016   2015
                 
CASH FLOWS FROM OPERATING ACTIVITIES:                
                 
Net loss   $ (206,478 )   $ (209,445 )
Adjustments to reconcile net loss to net                
 cash used by operating activities:                
Changes in operating assets and liabilities:                
Accounts payable and accrued liabilities     202,478       198,634  
                 
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.

 

 

 

 

 

  6  

VICAN RESOURCES, INC.

Notes to the Financial Statements

September 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 nine months ended September 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.

  7  

 

VICAN RESOURCES, INC.

Notes to the Financial Statements

September 30, 2016

(Unaudited)

 

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities consist of the following:        
    September 30,
2016
  December 31,
2015
Kenneth I. Denos, P.C. – legal services   $ 270,000     $ 202,500  
Chene C. Gardner & Associates, Inc. - accounting services     180,000       135,000  
Rent     18,000       13,500  
Other vendors     49,330       29,457  
Accrued interest on notes payable to related parties     262,183       196,578  
Total   $ 779,513     $ 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:        
    September 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.

  8  

 

VICAN RESOURCES, INC.

Notes to the Financial Statements

September 30, 2016

(Unaudited)

 

NOTE 6 - NOTES PAYABLE TO RELATED PARTIES

 

Notes payable to related parties consist of the following:        
    September 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.

 

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.

  9  

 

VICAN RESOURCES, INC.

Notes to the Financial Statements

September 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 September 30, 2016 and December 31, 2015:

 

    September 30, 2016   December 31, 2015
Deferred tax assets:                
Net operating loss carryforwards NOL Carryover   $ 1,379,771     $ 1,309,568  
Valuation allowance     (1,379,771 )     (1,309,568 )
Net deferred tax asset   $ —       $ —    

 

  10  

 

VICAN RESOURCES, INC.

Notes to the Financial Statements

September 30, 2016

(Unaudited)

 

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 nine months ended September 30, 2016 and 2015 due to the following:

 

    Nine Months Ended September 30,
    2016   2015
Expected tax at 34%   $ (70,203 )   $ (71,211 )
Change in valuation allowance     70,203       71,211  
Provision for (benefit from) income taxes   $ —       $ —    

 

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 September 30, 2016 of $3,656,959, 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.

 

 

 

 

 

 

 

 

 

  11  

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

This report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.

 

Plan of Operation

 

Vican Resources, Inc. (hereafter, “we”, “our”, “us”, or the “Company”) 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, development, and distribution company when we unwound the purchase of the assets of Med Ex Florida and received assignments for three separate working interests in two oil and gas wells located in Jefferson County, Mississippi. We expect that oil and gas exploration and development activities will constitute the principal business of the Company in the future.

 

Liquidity and Capital Resources

 

As of September 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 September 30, 2016 of $1,739,101 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.

 

  12  

 

We may seek to secure additional debt or equity capital to finance substantial business development initiatives. There is presently no agreement in place with any source of financing for the Company and there can be no assurance that the Company will be able to raise any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business, and may cause the Company to cease operations. Consequently, shareholders could incur a loss of their entire investment in the Company.

 

Results of Operations

 

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 and gas exploration, development, and distribution company when we unwound the purchase of the assets of Med Ex Florida and received assignments for three separate working interests in two oil and gas wells located in Jefferson County, Mississippi.

 

Revenues . For the three and nine months ended September 30, 2016 and 2015, net revenues were $-0-.

 

Selling General and Administrative Expense. Selling, general and administrative expenses for the three months ended September 30, 2016 were $44,152 compared to $43,315 for the three months ended September 30, 2015. For the nine months ended September 30, 2016, selling, general and administrative expenses were $140,872 compared to $143,967 for the nine months ended September 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 September 30, 2016 were $22,029 compared to $22,028 for the three months ended September 30, 2015. For the nine months ended September 30, 2016, other expenses were $65,606 compared to $65,478 for the nine months ended September 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 September 30, 2016 was $66,181 compared to a net loss of $65,343 for the three months ended September 30, 2015. For the nine months ended September 30, 2016, the net loss was $206,478 compared to a net loss of $209,445 for the nine months ended September 30, 2015.

 

  13  

 

Off-Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

Personnel

 

Vican Resources has no full-time employees, but utilizes other project-based contract personnel to carry out our business. We utilize contract personnel on a continuous basis, primarily in connection with the filing of reports with the Securities and Exchange Commission which require a high level of specialization for one or more of the service components offered.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not Required.

 

Item 4. Controls and Procedures.

 

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

 

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the chief executive officer and chief financial officer concluded that the disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. The Company’s chief executive officer and chief financial officer also concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.

 

Changes in Internal Control over Financial Reporting

 

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2016 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

 

Item 1. 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 operations, 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.

 

Item 1A. Risk Factors

 

Since we are a smaller reporting company, we are not required to provide the information required by this Item.

 

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

 

There were no unregistered sales of equity securities in the three months ended September 30, 2016.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

The following exhibits are filed with or incorporated by reference in this report:

 

Item No. Description

3.1

Amended and Restated Articles of Incorporation (incorporated by reference from our report on form 8-K filed on March 22, 2012).
3.2 Amended and Restated Bylaws (incorporated by reference from our report on form 8-K filed on March 22, 2012).
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chene Gardner.
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Chene Gardner.

 

* filed herewith

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SIGNATURES

 

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

 

 

 

VICAN RESOURCES, INC.

 

Date: November __,2016

 

By: /s/ Chene C. Gardner

Name: Chene C. Gardner

Title: Chief Financial Officer and Principal Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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