ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
This Quarterly Report of Technologies Scan Corp. on Form 10-Q contains forward-looking statements, particularly those identified with the words, “anticipates,” “believes,” “expects,” “plans,” “intends,” “objectives,” and similar expressions. These statements reflect management’s best judgment based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in the material set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
Critical Accounting Policies and Estimates
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the nine months ended December 31, 2012.
The following discussion of our financial condition and results of operations should be read in conjunction with our condensed unaudited interim financial statements for the nine months ended September 30, 2012 and 2011, together with notes thereto, as included in this Quarterly Report on Form 10-Q, and our audited financial statements for the years ended March 31, 2012 and 2011, together with notes thereto, as included in our Annual Report on Form 10-K filed on July 16, 2012.
Our Background
We were incorporated as Pharmascan Corp. in the State of Nevada on March 31, 2009. On September 21, 2010, we filed a Certificate of Amendment to our Articles of Incorporation and changed our name to Technologies Scan Corp.
Our Business
We are a development stage company whose plan of operation is selling touch screen computer products to pharmacies. We have developed full software and databases for pharmacy products by gathering relevant information from the pharmacy industry and preparing the information for programming by our software consultants. We intend to use this expertise to develop customized software and database programs for specific retail pharmacies. We believe the Infoscan, one of our programs, provides pharmacy product information in a unique and innovative way, through a touch screen and barcode reader. The Infoscan can be tailored to any pharmacy’s product offerings. The Infoscan guides customers in purchasing over the counter natural products and private label products in what we believe is an efficient manner that would allow pharmacy employees to perform other tasks.
Our Infoscan products will be used at pharmacies to assist customers with their purchases. In addition to selling Infoscan products, we intend to provide services such as location and installation advice, personalized programming onto the Infoscan, and employee training to use the product. Our Infoscan products include a database for products, barcodes reader and equipment including computer screens, optic readers, master cards, hard discs and adapted support.
We hope to generate product revenues predominantly from sales of our Infoscan programs to potential clients in the retail pharmacy industry.
iSpeedzone Letter of Intent
Our Board of Directors approved the execution of a letter of intent dated as of September 5, 2012 (the "Letter of Intent"), with 6285431 Canada Inc., known as "iSpeedzone", a private company organized under the laws of Canada ("iSpeedzone"). In accordance with the terms and provisions of the Letter of Intent, we will enter into a share exchange agreement and acquire the total issued and outstanding shares of common stock of iSpeedzone from the iSpeedzone shareholders in exchange for the issuance by us to the iSpeedzone shareholders on a pro rata basis of approximately 135,000,000 shares of our restricted common stock. This will result in iSpeedzone becoming our wholly-owned subsidiary of the Company. iSpeedzone is a social network driven by arts, sports and recreational activities. It has the objective of providing certain services including event coordination, activity coordination, multimedia platform creation, video/WEB-HD production, event promotion and advertising concept creations.
In further accordance with the terms and provisions of the Letter of Intent, the closing of the proposed share exchange within 45 days from the date of the Letter of Intent is subject to the satisfaction of certain conditions precedent including, but not limited to, the following: (i) we and iSpeedzone shall have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated by the exchange agreement; (ii) we and iSpeedzone shall have complied with all warranties, representations, covenants and agreements therein agreed to be performed or caused to be performed on or before the closing date; (iii) no action or proceedings in law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit any of the transactions contemplated by the exchange agreement; (iv) completion by each of us and iSpeedzone of an initial due diligence and operations review of the other's respective businesses and operations; (v) no material loss or destruction of or damage to the Company or iSpeedzone shall have occurred; and (vi) our board of directors and the board of directors of iSpeedzone shall have ratified the terms and conditions of the definitive share exchange agreement.
On November 6, 2012, we completed the first stage of the acquisition of iSpeedzone whereby we acquired an initial 38% of the total issued and outstanding stock of iSpeedzone in exchange for the issuance of 50,000,000 shares of our restricted common stock. We contemplate that we will finalize the acquisition by acquiring the remaining issued and outstanding shares of iSpeedzone by approximately December 31, 2012.
On February 15, 2013, we entered into that certain amendment to the Letter of Intent (the "Amendment") with iSpeedzone. The Amendment provided that the closing date would be extended to February 28, 2013 and that we would agree to issue a further 20,000,000 shares of our restricted common stock for an additional 15.2% equity interest.
RESULTS OF OPERATIONS
| | | Nine Month Periods Ended December 31 | |
| | | 2012 | | | 2011 | |
| | | | | | | | | |
| Revenues | | | -0- | | | | -0- | |
| Cost of Revenues | | | -0- | | | | -0- | |
| Gross Profit | | | -0- | | | | -0- | |
| Operating Expenses | | | | | | | | |
| Professional Fees | | | 48,179 | | | | 36,141 | |
| General and Administrative | | | 18,864 | | | | 22,261 | |
| TotaLoss from Operations | | | (67,043) | | | | (58,402) | |
| Other Income (Expense) | | | | | | | | |
| Foreign currency exchange gain (loss) | | | (3,808) | | | | (157) | |
| Net Loss | | | (70,851) | | | | (58,559) | |
| Currency Translation Adjustment | | | 15 | | | | | |
| Comprehensive Loss | | | (70,836) | | | | (58,559) | |
For the Nine Month Period Ended December 31, 2012, as Compared to the Nine Month Period Ended December 31, 2011
Our comprehensive loss for the nine month period ended December 31, 2012 was ($70,836) compared to comprehensive loss of ($58,559) during the nine month period ended December 31, 2011 (an increase of $12,277).
During the nine month periods ended December 31, 2012 and December 31, 2011, we did not generate any revenue.
During the nine month period ended December 31, 2012, we incurred operating expenses of $67,043 compared to $58,402 incurred during the nine month period ended December 31, 2011 (an increase of $8,641). Operating expenses incurred during the nine month periods ended December 31, 2012 as compared to December 31, 2011 consisted of: (i) professional fees of $48,179 (2011: $36,141); and (ii) general and administrative of $18,864 (2011: $22,261. Operating expenses increased based upon the increase in the scope and scale of our business operations. Operating expenses include overhead expenses such as rent, management and staff salaries, general insurance, marketing, accounting, legal and offices expenses.
During the nine month period ended December 31, 2012, we further incurred a foreign currency exchange loss of ($3,808) as compared to ($157) incurred during the nine month period ended December 31, 2011. This resulted in a net loss of ($70,851) compared to a net loss of ($58,559) for the nine month period ended December 31, 2011.
During the nine month period ended December 31, 2012, we recorded a currency translation adjustment of $15 compared to $-0- during the nine month period ended December 31, 2011.
Thus, our comprehensive net loss for the nine month period ended December 31, 2012 was ($70,836) compared to a comprehensive net loss for the nine month period ended December 31, 2011 of ($58,559).
For the Three Month Period Ended December 31, 2012, as Compared to the Three Month Period Ended December 31, 2011
Our comprehensive loss for the three month period ended September 30, 2012 was ($21,653) compared to comprehensive loss of ($23,593) during the three month period ended December 31, 2011 (a decrease of $1,886).
During the three month periods ended December 31, 2012 and December 31, 2011, we did not generate any revenue.
During the three month period ended December 31, 2012, we incurred operating expenses of $21,086 compared to $23,653 incurred during the three month period ended December 31, 2011 (a decrease of $2,567). Operating expenses incurred during the three month periods ended December 31, 2012 as compared to December 31, 2011 consisted of: (i) professional fees of $17,524 (2011: $15,315); and (ii) general and administrative of $3,562 (2011: $8,338). The reason for the decrease in operating expenses during the three month period ended December 31, 2012 from December 31, 2011 was based upon a decrease in our general and administrative expenses of $4,776.
During the three month period ended December 31, 2012, we further incurred a foreign currency exchange loss of ($543) as compared to a gain of $60 incurred during the three month period ended December 31, 2011. This resulted in a net loss of ($21,629) compared to a net loss of ($23,593) for the three month period ended December 31, 2011.
During the three month period ended December 31, 2012, we recorded a currency translation adjustment of ($24) compared to $-0- during the three month period ended December 31, 2011.
Thus, our comprehensive net loss for the three month period ended December 31, 2012 was ($21,653) compared to a comprehensive net loss for the three month period ended December 31, 2011 of ($23,593).
LIQUIDITY AND CAPTIAL RESOURCES
As of December 31, 2012
As of December 31, 2012, our current assets were $54,998 and our current liabilities were $253,453, which resulted in a working capital deficit of $198,455. As at December 31, 2012, current assets were comprised of: (i) $3,536 in cash; (ii) $1,462 in other receivable; and (iii) $50,000 in deposit.
As of December 31, 2012, our total assets were $54,998 comprised entirely of current assets.
As of December 31, 2012, our current liabilities were comprised of: (i) $70,812 in accounts payable and accrued expenses; (ii) $15,000 in advances payable; (iii) $166,182 in accounts payable - shareholders; and (iv) $1,459 in liability for stock to be issued.
As of December 31, 2012, our total liabilities were $253,453 comprised entirely of current liabilities.
Stockholders’ deficit increased from ($177,619) as of March 31, 2012 to ($198,455) as of December 31, 2012.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine month period ended December 31, 2012, net cash flows used in operating activities was ($59,845) consisting primarily of a net loss of ($70,851). Net cash flows from operating activities was adjusted by $1,459 for liability to issue common stock for services. Net cash flows from operating activities was further changed by a decrease of $573 in other current asset and by an increase of $910 in other receivables and $9,884 in accounts payable and accrued expenses.
For the nine month period ended December 31, 2011, net cash flows used in operating activities was ($41,263) consisting primarily of net loss of ($58,559). Net cash flow from operating activities was changed by a decrease of $869 in other current asset and an increase of $16,157 in accounts payable and accrued expenses and $270 in other receivables.
Cash Flows from Financing Activities
For the nine month period ended December 31, 2012, net cash flows provided by financing activities was $63,140 compared to net cash flows used in financing activities of $40,708 for the nine month period ended December 31, 2011. Net cash flows used in financing activities for the nine month period ended December 31, 2012 consisted of $63,140 in proceeds from advances payable from shareholders. Net cash flows used in financing activities for the nine month period ended December 31, 2011 consisted of $25,708 in proceeds from advances payable from shareholders and $15,000 in advances payable.
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a combination of our existing funds and generation of revenues. Our working capital requirements are expected to increase in line with the growth of our business.
Our principal demands for liquidity are to increase capacity, inventory purchase, sales distribution, and general corporate purposes. We intend to meet our liquidity requirements, including capital expenditures related to the purchase of equipment and/or inventory, and the expansion of our business, through cash flow provided by operations and funds raised through proceeds from the issuance of debt or equity.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. We may finance expenses with further issuances of securities and debt issuances. Any additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all.
MATERIAL COMMITMENTS
Advances Payable
As of December 31, 2012, we have advances payable outstanding to a third party of $15,000. This advance is non-interest bearing, unsecured and payable on demand.
Advances Payable - Shareholder
As of December 31, 2012, we have advances payable of $78,000 due to two of our shareholders. These advances are non-interest bearing, unsecured and payable on demand.
As of December 31, 2012, we have related party advances of $88,182 and $256,042 due to a director who is also a related party shareholder. These related party advances are non-interest bearing, unsecured and payable on demand.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly Report, 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 are material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president/chief executive officer and our secretary, treasurer/chief financial officer to allow for timely decisions regarding required disclosure.
As of December 31, 2012, the end of our quarter covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our President/Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President/Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this Quarterly Report. Non-effectiveness of disclosure controls was primarily a function of our increasing current scale and scope of operations.
Evaluation of Internal Controls and Procedures Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the company; and |
| | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2012, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2012.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
As of the date of this Quarterly Report, these initiatives have not yet been implemented. We intend to have partial implementation of the initiatives by end of second quarter as of June 30, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by quarter ended June 30, 2013.
Changes in internal controls over financial reporting
There was no change during our most recently completed fiscal quarter that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
AUDIT COMMITTEE REPORT
Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. We intend to establish an audit committee during fiscal year 2013. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No report required.
ITEM IA. RISK FACTORS
No report required.
ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
Effective on November 6, 2012, we issued an aggregate of 50,000,000 shares of our restricted common stock to the shareholders of iSpeedzone in accordance with the terms and provisions of the proposed definitive share exchange agreement. The shares were issued in a private transaction in exchange for the acquisition by us of 38% of the total issued and outstanding shares of common stock of iSpeedzone.
The shares were issued to non-United States residents in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The iSpeedzone shareholders acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
No report required.
ITEM 5. OTHER INFORMATION
Our Board of Directors approved the appointment of Danny Gagne as our executive vice president effective September 20, 2012. The appointment of Mr. Gagne as our executive vice president was in accordance with those certain terms and provisions of the Letter of Intent with iSpeedzone.
Biography
Mr. Danny Gagné started his career by serving in the Canadian Armed Forces (Royal 22 nd Regiment) from 1985 to 1996. During those years, he also managed two musical talent agencies, Érik Alexandre and Double Impact. When Mr. Gagne retired from the Canadian Armed Forces, he followed his passion for automobiles and sports car racing for the next fifteen years. He put together racing car prototypes and developed his own model of a racing car called the [Missing Graphic Reference]Guepard". Since car racing is a seasonal occupation, from 1998 on, Mr. Gagné developed various Internet sites and CRM concepts to manage companies using the Internet. In 2010, Mr. Gagne decided to use this talent and experience to launch his own venture that complimented his life’s passion for arts, sports and entertainment. This resulted in creation of the private company iSpeedzone. As an architect of various concepts, he hired various teams of programmers to put together a specialized classified ad website with innovative features called GlobShopping.com. The two concepts were married together using unique and innovative approaches that management believes is an Internet first. Mr. Gagné remains the founder and chief executive officer of iSpeedzone.
ITEM 6. EXHIBITS.
| 31.1 | | Certification of Principal Executive Officer, Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 31.2 | | Certification of Principal Financial Officer, Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 |
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| 32.1 | | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2 | | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS ** | | XBRL Instance Document |
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| 101.SCH ** | | XBRL Taxonomy Extension Schema Document |
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| 101.CAL ** | | XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF ** | | XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB ** | | XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE ** | | XBRL Taxonomy Extension Presentation Linkbase Document |
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** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | Technologies Scan Corp., a Nevada corporation | |
| | | | |
| February 21, 2013 | By: | /s/ Ghislaine St-Hilaire | |
| | | Ghislaine St-Hilaire | |
| | | President, Director | |
| | | (Principal Executive Officer) | |
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| February 21, 2013 | By: | /s/ Gilbert Pomerleau | |
| | Its: | Gilbert Pomerleau Chief Financial Officer, Secretary, Treasurer, Director (Principal Financial and Accounting Officer) | |
