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 June
30, 2011



[   ]	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.)
|--------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------
|                                                                                                                           
|6600 Decarie Blvd., Suite
        220, Montreal, Quebec
        (Address of principal executive
        offices) (Zip Code)
|                                                                                                                           
|(514) 737-7277
        (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 [ ] 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 August 19, 2011, there were 114,840,019
outstanding shares of the registrant's common stock, $0.001 par value per share. The registrant has submitted an application to
the Financial Industry Regulatory Authority in connection with a reverse split of its outstanding shares on a 1-for-100 basis and
described in the Registrant’s Information Statement on Schedule 14C filed on August 11, 2011, but such action has not yet
been declared effective.




Table of Contents










TABLE OF CONTENTS







PART I – FINANCIAL INFORMATION





|                                                                    |  | Page No.
|------------------------------------------------------------------- |  | --------
|PART I – FINANCIAL INFORMATION                                      |  |         
|Item 1.  Financial Statements                                       |  | 1       
|Item 2.  Management's Discussion and Analysis                       |  | 9       
|Item 3. Quantitative and Qualitative Disclosures About Market Risk  |  | 12      
|Item 4T.  Controls and Procedures                                   |  | 12      
|PART II – OTHER INFORMATION                                         |  |         
|Item 1. Legal Proceedings                                           |  | 13      
|Item 1A. Risk Factors                                               |  | 13      
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |  | 13      
|Item 3. Defaults Upon Senior Securities                             |  | 14      
|Item 4. Submission of Matters to a Vote of Security Holders         |  | 14      
|Item 5. Other Information                                           |  | 14      
|Item 6. Exhibits                                                    |  | 14      





2


Table of Contents


PART I



FINANCIAL INFORMATION



ITEM 1.	FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q



The Financial Statements of the Company are
prepared as of June 30, 2011.







|CONTENTS                                      
|----------------------------------------------
|Consolidated Balance Sheets                   
|Consolidated Statements of Operations         
|Consolidated Statements of Cash Flows         
|Notes to the Consolidated Financial Statements

















3


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|VICAN RESOURCES, INC.                                                    
|-------------------------------------------------------------------------
|(formerly Tremont Fair, Inc.)                                            
|CONSOLIDATED BALANCE SHEETS                                              
|                                                                         
|                                                                         
|ASSETS                                                                   
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|CURRENT ASSETS                                                           
|                                                                         
|Cash and cash equivalents                                                
|Accounts receivable, net                                                 
|Accounts receivable - related parties                                    
|Inventory                                                                
|Loans receivable                                                         
|Prepaid expenses                                                         
|                                                                         
|Total Current Assets                                                     
|                                                                         
|PROPERTY AND EQUIPMENT, net of accumulated                               
|depreciation of $62,699 and $508, respectively                           
|                                                                         
|OTHER ASSETS                                                             
|                                                                         
|TOTAL ASSETS                                                             
|                                                                         
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                    
|                                                                         
|CURRENT LIABILITIES                                                      
|                                                                         
|Accounts payable and accrued liabilities                                 
|Advances from third party                                                
|Notes payable - related parties                                          
|Note payable                                                             
|                                                                         
|Total Current Liabilities                                                
|                                                                         
|TOTAL LIABILITIES                                                        
|                                                                         
|STOCKHOLDERS' DEFICIT                                                    
|                                                                         
|Preferred stock, $0.001 par value; 20,000,000 shares authorized:         
|Series A Preferred Stock, 100,000 and -0- shares issued                  
|and outstanding, respectively                                            
|Series B Preferred Stock, 10,000,000 shares designated,                  
|10,000,000 and -0- shares issued and outstanding, respectively           
|Common stock, $0.001 par value; 400,000,000 shares                       
|authorized, 114,840,019 and 104,360,185 shares issued,                   
|respectively                                                             
|Treasury stock                                                           
|Additional paid-in capital (deficit)                                     
|Accumulated deficit                                                      
|                                                                         
|Total Stockholders' Deficit                                              
|                                                                         
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                              
|                                                                         
|The accompanying notes are an integral part of these financial statements
|                                                                         



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|VICAN RESOURCES, INC.                                                    
|-------------------------------------------------------------------------
|(formerly Tremont Fair, Inc.)                                            
|CONSOLIDATED STATEMENTS OF OPERATIONS                                    
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|NET REVENUES                                                             
|                                                                         
|OPERATING EXPENSES                                                       
|                                                                         
|Cost of sales                                                            
|Selling, general and administrative expense                              
|Depreciation expense                                                     
|                                                                         
|Total Operating Expenses                                                 
|                                                                         
|LOSS FROM OPERATIONS                                                     
|                                                                         
|OTHER INCOME (EXPENSES)                                                  
|                                                                         
|Loss on extinguishment of debt                                           
|Write off of goodwill                                                    
|Interest expense                                                         
|                                                                         
|Total Other Income (Expenses)                                            
|                                                                         
|LOSS BEFORE INCOME TAXES                                                 
|                                                                         
|INCOME TAX EXPENSE                                                       
|                                                                         
|LOSS FROM CONTINUING OPERATIONS                                          
|                                                                         
|DISCONTINUED OPERATIONS                                                  
|Loss from subsidiary discontinued                                        
|due to spin off                                                          
|                                                                         
|NET LOSS                                                                 
|                                                                         
|BASIC AND FULLY DILUTED:                                                 
|Net loss per common share                                                
|                                                                         
|Weighted average shares outstanding                                      
|                                                                         
|The accompanying notes are an integral part of these financial statements
|                                                                         





5


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|VICAN RESOURCES, INC.                                                    
|-------------------------------------------------------------------------
|(formerly Tremont Fair, Inc.)                                            
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                    
|(Unaudited)                                                              
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                    
|                                                                         
|Net loss                                                                 
|Adjustments to reconcile net loss to net                                 
|cash used by operating activities:                                       
|Depreciation                                                             
|Stock-based compensation                                                 
|Write off of goodwill                                                    
|Loss on extinguishment of debt                                           
|Changes in operating assets and liabilities:                             
|Accounts receivable - related parties                                    
|Prepaid expenses                                                         
|Accounts payable and accrued liabilities                                 
|                                                                         
|Net Cash Used by Operating Activities                                    
|                                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                    
|                                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                    
|                                                                         
|Proceeds from issuance of common stock                                   
|Net proceeds from related party advances                                 
|                                                                         
|Net Cash Provided by Financing Activities                                
|                                                                         
|NET INCREASE 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                                                             
|Non-cash investing and financing activities:                             
|Forgiveness of debt - contributed capital                                
|Stock issued for services                                                
|Stock issued for conversion of debt                                      
|                                                                         
|The accompanying notes are an integral part of these financial statements
|                                                                         





6


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VICAN RESOURCES, INC.

(formerly Tremont Fair, Inc.)

Notes to the Consolidated Financial Statements

June 30, 2011

(Unaudited)



1.ORGANIZATION AND BASIS OF PRESENTATION



The accompanying unaudited interim consolidated
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, 2010. 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, 2011 are not necessarily indicative of
the results to be expected for the year ended December 31, 2011. Notes to the financial statements which would substantially duplicate
the disclosures contained in the audited financial statements for the most recent year 2010 as reported in Form 10-K have been
omitted.



2.GOING CONCERN



The Company has a working capital deficit at
June 30, 2011 and has not established a recurring source of revenues sufficient to cover its operating costs. These conditions
raise substantial doubt as to the Company’s ability to continue as a going concern. The Company’s ability to continue
as a going concern is contingent upon its ability to obtain capital through the sales of equity and attaining additional profitable
operations. Currently the Company is receiving cash advances from related parties, including stockholders and their affiliates,
to cover operating expenses. The financial statements do not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.



3.    EQUITY TRANSACTIONS



On March 2, 2011,
the Company converted $25,000 in loans payable into 10,000,000 shares of common stock valued at $400,000, based on fair market
value using quoted market prices on the date of issuance. The difference between the value of the debt and the fair market value
of the common stock was $375,000 which was treated as a loss on extinguishment of debt.



On March 31, 2011, the Company issued 225,000
shares to John D. Thomas, the President of the company, in relation to the entitlement of $2,000 in cash and shares of our common
stock with a value equal to $5,000 per quarter by serving as an independent board director prior to becoming President of the Company.
The 225,000 shares includes the $5,000 worth of shares as well as the $2,000 in cash for the quarter ended March 31, 2011, which
were converted into common stock.



On April 15, 2011, the Company acquired 70,798,500
shares of common stock held by Cumbria Capital, L.P. in exchange for 100,000 shares of Series A Preferred Stock of the Company
(“Series A Preferred Stock”) and a convertible promissory note of the Company in the original principal amount of $700,000.
The fair value of the common shares redeemed was

7


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VICAN RESOURCES, INC.

(formerly Tremont Fair, Inc.)

Notes to the Consolidated Financial Statements

June 30, 2011

(Unaudited)



$7,079,850. The Series A Preferred Stock carries no dividend, distribution,
liquidation, or rights of conversion into common stock. However, each share of Series A Preferred Stock holds 10,000 votes per
share, giving the holder thereof an aggregate of 1,000,000,000 voting rights and, therefore, voting control over the election of
the Company’s board of directors and other substantive matters requiring consent of holders of a majority of the voting shares
of the Company. Also on April 15, 2011, the Company filed a Certificate of Designation to its Articles of Incorporation with the
State of Nevada specifying the terms of the Series A Preferred Stock.



On April 28, 2011, the Company issued 45,000,000
shares of common stock valued at $675,000 to various service providers of the Company, including 25,000,000 shares valued at $375,000
to Sierra, which is owned and controlled by Mark D. Klok, the Chairman and controlling shareholder of the Company.



On April 28, 2011, the Company issued 5,000,000
shares of Series B Preferred Stock (“Series B Preferred Stock”) to Sierra as consideration for Mark Klok joining the
Company’s Board of Directors as its Chairman. Each share of the Series B Preferred Stock may be converted into six shares
of the Company’s common stock and may vote on an as-converted basis with the holders of common stock of the Company. The
fair value of the Series B Preferred Stock was $450,000 on the date of issuance. Also on April 28, 2011, the Company filed a Certificate
of Designation to its Articles of Incorporation with the State of Nevada specifying the terms of the Series B Preferred Stock.



On May 26, 2011, the Company entered into an
agreement to acquire all of the outstanding shares of Vican Trading, Inc., a Delaware corporation (hereafter, “Vican-Delaware”),
in exchange for 25,000,000 shares of restricted common stock of the Company and 5,000,000 shares of Series B Preferred Stock of
the Company (such transaction is hereafter referred to as the “Acquisition”). Vican-Delaware is a purchaser and seller
of metals, ores, and other commodities throughout North America. Prior to the Acquisition, Vican-Delaware was wholly-owned by 6961916
Canada Inc., a corporation organized pursuant to the Canada Business Corporations Act that is beneficially owned and controlled
by Lorne Kalisky, who was thereafter appointed as an executive officer and director of the Company.



4.OTHER EVENTS



Effective May 1, 2011, the Company is no longer
managing the Braes Hollow Apartments, as the owners determined to self-manage the property. The decision was mutually agreed by
the Company and such owners as being in the best interest of the property. The current management agreement for the property was
otherwise set to expire on August 31, 2011.



On April 19, 2011, the Company experienced a
change of control, as Cumbria Capital, L.P., the holder of the Series A Preferred Stock described in the preceding paragraph, sold
these shares to Sierra Vista Holdings, Inc., a Florida corporation (hereafter, “Sierra”).



On April 28, 2011, Cyrus Boga resigned from
the Company’s Board of Directors (the “Board”) and as an officer of the Company. Also on April 28, 2011, the
Board appointed Mark

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VICAN RESOURCES, INC.

(formerly Tremont Fair, Inc.)

Notes to the Consolidated Financial Statements

June 30, 2011

(Unaudited)



D. Klok as its Chairman and John D. Thomas as the Company’s
President and Secretary. Mr. Klok is the owner of Sierra Vista Holdings, Inc., the controlling shareholder of the Company, and
Mr. Thomas is a former independent director of the Company.



On May 26, 2011, Sierra sold 50,000 of its 100,000
shares of Series A Preferred Stock to 6961916 Canada Inc., a corporation beneficially owned and controlled by Lorne Kalisky, an
executive officer and director of the Company.



On May 31, 2011, John D. Thomas resigned as
an officer and director of the Company.



On May 31, 2011, the Board of Directors appointed
Lorne Kalisky as the Company’s Chief Executive Officer, President, and a member of the Board, Chene Gardner as the Company’s
Chief Financial Officer and Treasurer, and Corey Safran as the Company’s Executive Vice President and Secretary.



On May 31, 2011, the Company sold all of its
shares in Tremont Fair Holdings, Inc., a Texas corporation, in exchange for forgiveness of $155,000 owed to Cyrus Boga, the Company’s
former Chief Executive Officer and a principal beneficial shareholder of the Company. Tremont Fair Holdings, Inc. is a real estate
investment services and management company focusing on distressed multifamily properties in the greater Houston area.



On May 31, 2011, the Company amended and restated
its Articles of Incorporation providing for a change in the Company’s name from “Tremont Fair, Inc.” to “Vican
Resources, Inc.” and to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000 shares.



On May 31, 2011, the Company amended and restated
its Bylaws, providing for a change in the Company’s name from “Tremont Fair, Inc.” to “Vican Resources,
Inc.” and other non-material changes.



5.SUBSEQUENT EVENTS



On August 3, 2011, the Company approved
a reverse split of the Company’s Common Stock on a 100 for 1 basis, for all shareholders of record on August 3, 2011
(the “Record Date”), meaning, that each 100 shares of Common Stock on the Record Date will be consolidated into
1 share of Common Stock following the reverse split. Fractional shares will be rounded up to the nearest whole share.
The Company has submitted an application to the Financial Industry Regulatory Authority in connection with the reverse split
but such action has not yet been declared effective.



The Company has evaluated subsequent events
of the period of June 30, 2011 through the date the financial statements were issued, and concluded there were no other events
or transactions occurring during this period that required recognition or disclosure in its consolidated financial statements.

9


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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, including
the risks faced by us described in the Risk Factors section included in this Report on Form 10-Q.



Plan of Operation



Prior to July 31, 2009, we were a development
stage company named “Cancer Detection Corporation” which sought to provide research and development to potential cancer
and related pathogen vaccines. This business was discontinued in July 2009, when the Company reorganized under the name of “Tremont
Fair, Inc.” and operated as a real estate services company. In May 2011, the Company was further reorganized when we acquired
all of the outstanding shares of Vican Trading, Inc., a Delaware corporation (hereafter, “Vican-Delaware”). Vican-Delaware
is a purchaser and seller of metals, ores, and other commodities throughout North America. In connection with the acquisition of
Vican Delaware, we changed our name from “Tremont Fair, Inc.” to “Vican Resources, Inc.” and appointed
Lorne Kalisky, Chene Gardner, and Corey Safran as our Chief Executive Officer, Chief Financial Officer, and Secretary, respectively.
We expect that the business of Vican Delaware will predominate within the consolidated group in the future.



Liquidity and Capital Resources



As of June 30, 2011, the Company’s primary
source of liquidity consisted of $1,641 in cash and cash equivalents. The Company holds most of its cash reserves in local sweep
accounts with local financial institutions. 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, 2011 of $4,472,993 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 ended December 31, 2011 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.



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.



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Results of Operations



Until the reorganization of the Company in July
2009, we were considered a development stage company for accounting purposes, since we had not yet received any revenues from operations.
Effective September 1, 2009, Tremont Fair Holdings, Inc. acquired two property management agreements from Creekstone Equity Management,
a company controlled by Cyrus Boga (the “Management Agreements”).



Revenues. For the three months ended
June 30, 2011, net revenues were $6,204,936 compared to $37,373 for the three months ended June 30, 2010. For the six months ended
June 30, 2011, net revenues were $6,264,223 compared to $81,896 for the six months ended June 30, 2010. The increase is due to
the acquisition Vican Trading, Inc. during the second quarter of 2011. The Company expects that revenues will continue to remain
at these levels in the future.



Cost of Sales.Cost of sales for the
three and six months ended June 30, 2011 were $5,922,779 compared to $-0- for the three and six months ended June 30, 2010. Cost
of sales correlates with the volume of revenues for the periods.



Selling General and Administrative Expenses
(“SG&A”). Our SG&A expenses for the three months ended June 30, 2011was $1,039,157 compared to $161,823
for the three months ended June 30, 2010. For the six months ended June 30, 2011, SG&A expenses were $1,146,312 compared to
$365,442 for the six months ended June 30, 2010. The increase in SG&A expenses is due primarily to the acquisition of Vican
Trading, Inc.



Other Expense.The Company had net other expenses of $4,925,674 for the six months ended June 30, 2011. We recorded a loss on extinguishment
of debt of $375,000 for the six months ended June 30, 2011 in connection with the conversion of debt to common stock. The Company
also wrote off $4,525,800 in goodwill related to the acquisition of Vican Trading, Inc. Also included in other expenses is $24,874
in interest expense.



Net Loss. We
had a net loss for the six months ended June 30, 2011 of $5,704,862 compared to a net loss of $286,300 for the six months ended
June 30, 2010. The increase was principally due to the items listed above in Other Expenses.



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.



Critical Accounting Policies



Our discussion and analysis of our financial
condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent
assets and liabilities. We base our estimates on various assumptions that we believe to be reasonable under the circumstances,
the results of which form the basis for making judgments about carrying values of assets and

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liabilities that are not readily apparent from other sources. On
an on-going basis, we evaluate our estimates. Actual results may differ from these estimates if our assumptions do not materialize
or conditions affecting those assumptions change.



We believe the following
critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:



Revenue Recognition



Revenue from management
services is recognized when service is completed.



Stock-Based Compensation



The Company sometimes grants
shares of stock for services. These grants are accounted for based on the grant date fair values.



Item 3. Quantitative and Qualitative Disclosures About Market
Risk.



Not Required.



Item 4.  Controls and Procedures.



(a)   We maintain a system of
controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under
the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within time periods specified
in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or
submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our
Chief Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. As of June 30, 2011, under the supervision and with the participation of our Chief Executive
Officer and Principal Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure
controls and procedures. Based on that evaluation, the Chief Executive Officer and Principal Financial Officer concluded that our
disclosure controls and procedures were not effective due to several adjustments proposed by our auditors.



(b)   There were no changes in
our internal control over financial reporting during the quarter ended June 30, 2011 that materially affected, or is 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 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.



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



On February 7, 2011, the Company issued 1,053,334
shares of common stock to current and former members of its Board of Directors and a former member of the Company’s Advisory
Board in payment of fees related to services provided in connection therewith.



On March 2, 2011, the Company converted loans
and interest held by an accredited investor in the amount of $25,000 into 10,000,000 shares of common stock.



On March 31, 2011, the Company issued 225,000
shares to John D. Thomas, the President of the company, in relation to the entitlement of $2,000 in cash and shares of our common
stock with a value equal to $5,000 per quarter by serving as an independent board director prior to becoming President of the Company.
The 225,000 shares includes the $5,000 worth of shares as well as the $2,000 in cash, which were converted into common stock.



On April 15, 2011, the Company issued 100,000
shares of Series A Preferred Stock and a convertible promissory note in the original principal amount of $700,000 as consideration
for the acquisition of 70,798,500 shares of common stock held by an accredited investor.



On April 28, 2011, the Company issued 45,000,000
shares of common stock to various service providers of the Company, all of whom were accredited investors, including 25,000,000
shares to Sierra Vista Holdings, Inc. (“Sierra”), which is owned and controlled by Mark D. Klok, the Chairman and controlling
shareholder of the Company.



On May 26, 2011, the Company issued 25,000,000
shares of restricted common stock and 5,000,000 shares of Series B Preferred Stock of the Company to 6961916 Canada Inc. in connection
with the acquisition of Vican-Delaware described herein.



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

13


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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. No underwriting discounts or commissions were given or paid in connection with these issuances.
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, as applicable, 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.



Item 3. Defaults Upon Senior Securities



None.



Item 4.Submission of Matters to a Vote of Security Holders.



None.



Item 5.Other Information.



None.



Item 6.Exhibits.



The following exhibits are filed with or incorporated
by referenced 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 June 1, 2011).                                
|3.2      | Certificate of Designation in Respect of Series “A” Preferred Stock (incorporated by reference from our quarterly report on form 10-Q filed on May 20, 2011).
|3.3      | Certificate of Designation in Respect of Series “B” Preferred Stock (incorporated by reference from our quarterly report on form 10-Q filed on May 20, 2011).
|3.4      | Amended and Restated Bylaws (incorporated by reference from our report on form 8-K filed on June 1, 2011).                                                   
|31.1*    | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Lorne Kalisky.                                                                   
|31.2*    | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Chene Gardner.                                                                   
|32.2*    | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Lorne Kalisky.                                                                   
|32.2*    | 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: August 22, 2011 | By: /s/ Lorne Kalisky
        Name: Lorne Kalishy
        Title: President

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