UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 18, 2004
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Tecscan International, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-21376 33-0714007
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
117 East Louisa Street, Suite #104, Seattle, Washington 98102
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (206) 324-6025
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111 East 5600 South, Suite #300, Salt Lake City, Utah 84107
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(Former name or former address, if changed since last report.)
Item l. Changes in Control of Registrant.
On February 18, 2003, we purchased all of the issued and outstanding shares
of common stock of Very Basic Media, Inc., pursuant to that certain Stock
Purchase Agreement and Plan of Reorganization (the "Agreement and
Reorganization") dated February 18, 2004, between Tecscan International, Inc.,
and Very Basic Media, Inc., a privately-held, Nevada corporation. Very Basic
Media, with offices in Seattle, Washington, is an early-stage provider of
electronic and video-based media that seeks to become a successful publisher of
video and print series for video. Very Basic Media's initial focus is on
instructional products using the DVD video format. As of the date of this
report, Very Basic Media's sole product is the "Genie Guide" series of
instructional videos that it acquired from the Olinda Films Corporation. Very
Basic Media believes that it will be successful in securing distribution for the
"Genie Guide" instructional videos and, in addition, in developing additional
instructional videos based on Olinda Films' model of retaining "experts" to
appear in videos at no cost to Very Basic Media.
We plan to change our name and the OTCBB symbol under which our common
stock trades on the Over-The-Counter Bulletin Board as soon as practicable
following the filing of this report. Our common stock now trades on the
Over-The-Counter Bulletin Board under the OTCBB symbol "TSCN."
As a result of the Agreement and Reorganization, we issued and sold a total
of 35,000,000 newly-issued, restricted shares of common stock to Philip T.
Kueber, the President, the Secretary, the Treasurer and the sole director of
Tecscan International and Very Basic Media. The aggregate 35,000,000 shares of
common stock of Tecscan International owned of record and beneficially by Mr.
Kueber as a result of the Agreement and Reorganization represents approximately
81% of the voting securities of Tecscan International.
On February 9, 2004, the size of the Board of Directors of Tecscan
International was increased from two to three members and Mr. Philip T. Kueber
was elected to serve as a director of Tecscan International to fill the vacancy
in the Board of Directors as a result of the increase in size. Also, on February
9, 2004, Mr. Michael Meservy resigned as the President of Tecscan International
and the Board of Directors appointed Mr. Kueber to fill the vacancy in the
office of President resulting from Mr. Meservy's resignation. On February 18,
2004, Mr. Jon H. Marple and Ms. Mary E. Blake resigned as directors of Tecscan
International leaving Mr. Kueber as the sole director of the corporation. Mr.
Kueber presently serves as the Secretary and the Treasurer, in addition to the
President and the sole director, of Tecscan International.
Item 7. Financial Statements and Exhibits.
(a) The financial statements required to be filed in response to this Item
7.(a) will be filed by amendment not later than 60 days after the date on which
this report is filed.
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 hereunto duly authorized.
Date: March 4, 2004 TECSCAN INTERNATIONAL, INC.
By: /s/ Philip T. Kueber
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Philip T. Kueber, President