Entry into a Material Definitive Agreement, Unregistered Sale of Equity Sec
Item 1.01 Entry into a Material Definitive Agreement
On October 12, 2011, Vican Resources, Inc. (the "Company") entered into an agreement with 6961916 CANADA INC. (hereafter, "696"), a corporation owned and controlled by Lorne Kalisky, our Chief Executive Officer and controlling shareholder, granting 696 the right and option (the "Option") to purchase all of the shares of Vican Trading, Inc. held by the Company. Vican Trading, Inc., which was acquired on May 26, 2011, is a wholly-owned subsidiary of the Company specializing in the purchase and sale of metals and other commodities. The Option granted to 696 becomes exercisable in the event that the Company does not raise at least $250,000 in a private placement of its debt or equity securities within 60 days. The exercise price to be paid by 696 in the event of an exercise of the Option is the redemption and cancellation of all of the shares of common, Series B, and Series C Preferred Stock held by 696.
On October 12, 2011, the Company entered into an agreement with two holders of its Series B Preferred Stock, one of whom is 696, the Company's controlling shareholder and a holding company of Lorne Kalisky, the Company's Chief Executive Officer, to convert such holdings into an aggregate of 325,000 shares of common stock of the Company upon the approval of the Financial Industry Regulatory Authority ("FINRA") of a 100-1 reverse split of the Company's outstanding shares that was requested in August, 2011.
Item 3.02 Unregistered Sales of Equity Securities
On October 12, 2011, the Company issued an aggregate of 8,000,000 shares of Series C Preferred Stock to 6 persons in privately negotiated transactions. Two of the recipients of the Series C Preferred Stock were Corey Safran, a director and the Secretary of the Company, and 696, the Company's controlling shareholder and a holding company of Lorne Kalisky, the Company's Chief Executive Officer. The Series C Preferred Stock converts into common stock of the Company on a one-for-one basis upon the approval by FINRA of a 100-1 reverse split of the Company's outstanding shares that was requested in August, 2011. No solicitation was made in connection with these transactions and no underwriting discounts were made or given. The Company believes that the issuance of the Series C Preferred Stock was a transaction not involving a public offering and was exempt from registration with the Securities and Exchange Commission pursuant to Rule 4(2) of the Securities Act of 1933.
They didn't mention WHO the other (4) were did they........?????????????????
If you bought when you should have sold, or sold when you should have bought, don't blame me...Tissue?
AI
