Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[ X ]
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QQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended December 31, 2011
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission file number: 333-173569
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation or organization)
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99-0363559
(IRS Employer
Identification No.)
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14517 Joseph-Marc-Vermette, Mirabel,
Quebec, Canada, J7J 1X2
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(Address of principal executive offices) (Zip Code)
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(450) 971-5419
(Registrant's telephone number, including area code)
________________________________________________
(Former name or former address, if changed since last report)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. x Yes o 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). o Yes o No
Indicate by check mark whether the registrant is a large accelerated file, 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 | o | Accelerated filer | o | |
| Non-accelerated filer | o | (Do not check if a smaller reporting company) | 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). o Yes x No
As of February 6, 2012, there were 114,150,000 shares of the issuer’s $.001 par value common stock issued and outstanding.
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TABLE OF CONTENTS
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PART I
FINANCIAL INFORMATION
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Page
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PART II
OTHER INFORMATION
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2
TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
ASSETS
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DECEMBER 31,
2011 |
MARCH 31,
2011 |
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CURRENT ASSETS
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Cash
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$ | 509 | $ | 1,064 | ||||
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Other receivables
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963 | 1,233 | ||||||
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Other current asset
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573 | 1,442 | ||||||
| Total current assets | 2,045 | 3,739 | ||||||
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TOTAL ASSETS
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$ | 2,045 | $ | 3,739 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 25,348 | $ | 9,191 | ||||
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Advances payable
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15,000 | - | ||||||
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Advances payable - shareholders
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95,246 | 69,538 | ||||||
| Total current liabilities | 135,594 | 78,729 | ||||||
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TOTAL LIABILITIES
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135,594 | 78,729 | ||||||
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STOCKHOLDERS' DEFICIT
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Common stock, $0.001 par value, 200,000,000 shares authorized,
114,150,000 shares issued and outstanding
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114,150 | 114,150 | ||||||
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Additional paid-in capital
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74,300 | 74,300 | ||||||
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Deficit accumulated during the development stage
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(321,999 | ) | (263,440 | ) | ||||
| Total stockholders' deficit | (133,549 | ) | (74,990 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 2,045 | $ | 3,739 | ||||
The accompanying notes are an integral part of these financial statements.
3
TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010
AND FOR THE PERIOD FROM MARCH 31, 2009 (INCEPTION) THROUGH DECEMBER 31, 2011
(Unaudited)
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FOR THE
THREE MONTHS
ENDED
DECEMBER 31, 2011 |
FOR THE
THREE MONTHS
ENDED
DECEMBER 31, 2010 |
FOR THE
NINE MONTHS
ENDED
DECEMBER 31, 2011 |
FOR THE
NINE MONTHS
ENDED
DECEMBER 31, 2010 |
MARCH 31, 2009
DECEMBER 31, 2011(INCEPTION)
THROUGH
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REVENUE
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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COST OF REVENUES
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- | - | - | - | - | |||||||||||||||
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GROSS PROFIT
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- | - | - | - | - | |||||||||||||||
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OPERATING EXPENSES
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Professional fees
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15,315 | 23,561 | 36,141 | 66,279 | 110,657 | |||||||||||||||
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General and administrative
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8,338 | 9,993 | 22,261 | 23,496 | 51,426 | |||||||||||||||
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Advertising expense
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- | - | - | 1,800 | 1,800 | |||||||||||||||
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Research and development
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- | 2,300 | - | 157,300 | 157,300 | |||||||||||||||
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TOTAL OPERATING EXPENSES
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23,653 | 35,854 | 58,402 | 248,875 | 321,183 | |||||||||||||||
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LOSS FROM OPERATIONS
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(23,653 | ) | (35,854 | ) | (58,402 | ) | (248,875 | ) | (321,183 | ) | ||||||||||
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OTHER INCOME (EXPENSE)
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Foreign currency exchange gain (loss)
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60 | 98 | (157 | ) | (245 | ) | (816 | ) | ||||||||||||
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Total other expense
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60 | 98 | (157 | ) | (245 | ) | (816 | ) | ||||||||||||
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NET LOSS
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$ | (23,593 | ) | $ | (35,756 | ) | $ | (58,559 | ) | $ | (249,120 | ) | $ | (321,999 | ) | |||||
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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114,150,000 | 111,948,913 | 114,150,000 | 95,766,788 | ||||||||||||||||
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BASIC AND DILUTED NET LOSS PER COMMON SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
The accompanying notes are an integral part of these financial statements.
4
TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM MARCH 31, 2009 (INCEPTION) THROUGH DECEMBER 31, 2011
(Unaudited)
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Common Stock
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Additional
Paid-In |
Accumulated
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Total
Stockholders’ |
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Shares
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Par Value
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Capital
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Deficit
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Deficit
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Balance - March 31, 2009
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
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Net Loss for the Period
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- | - | - | - | - | |||||||||||||||
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Balance - March 31, 2010
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- | - | - | - | - | |||||||||||||||
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Common Shares Issued for Services
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79,500,000 | 79,500 | 5,000 | - | 84,500 | |||||||||||||||
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Common Shares Issued for Cash
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34,650,000 | 34,650 | 69,300 | - | 103,950 | |||||||||||||||
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Net Loss for the Period
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- | - | - | (263,440 | ) | (263,440 | ) | |||||||||||||
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Balance -March 31, 2011
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114,150,000 | $ | 114,150 | $ | 74,300 | $ | (263,440 | ) | $ | (74,990 | ) | |||||||||
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Net Loss for the Period
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- | - | - | (58,559 | ) | (58,559 | ) | |||||||||||||
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Balance - December 31, 2011
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114,150,000 | $ | 114,150 | $ | 74,300 | $ | (321,999 | ) | $ | (133,549 | ) | |||||||||
The accompanying notes are an integral part of these financial statements.
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TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED DECEMBER 31, 2011 AND 2010
AND FOR THE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH DECEMBER 31, 2011
(Unaudited)
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FOR THE NINE
MONTHS ENDED |
FOR THE NINE
MONTHS ENDED |
MARCH 31, 2009
(INCEPTION) |
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (58,559 | ) | $ | (249,120 | ) | $ | (321,999 | ) | |||
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Adjustments to reconcile net loss
to net cash used in operating activities:
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Common stock issued for services
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- | 84,500 | 84,500 | |||||||||
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Change in assets and liabilities
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Other current asset
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869 | - | (573 | ) | ||||||||
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Other receivables
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270 | (8,813 | ) | (963 | ) | |||||||
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Accounts payable and accrued expenses
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16,157 | 8,231 | 25,348 | |||||||||
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Net cash used in operating activities
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(41,263 | ) | (165,202 | ) | (213,687 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from advances payable from shareholders
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25,708 | 63,000 | 95,246 | |||||||||
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Proceeds from advances payable
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15,000 | - | 15,000 | |||||||||
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Proceeds form the issuance of common stock
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- | 103,950 | 103,950 | |||||||||
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Net cash provided by financing activities
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40,708 | 166,950 | 214,196 | |||||||||
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NET INCREASE (DECREASE) IN CASH
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(555 | ) | 1,748 | 509 | ||||||||
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CASH - BEGINNING OF PERIOD
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1,064 | - | - | |||||||||
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CASH - END OF PERIOD
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$ | 509 | $ | 1,748 | $ | 509 | ||||||
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Cash paid during the period for:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income taxes
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$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
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TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
DECEMBER 31, 2011
(Unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
On March 31, 2009, Technologies Scan Corp (a corporation in the development stage) (the “Company”) was incorporated in the State of Nevada as “Pharmascan Corp.” On September 21, 2010, the Company filed a Certificate of Amendment to its Articles of Incorporation and changed its name to Technologies Scan Corp.
The Company was formed to sell their touch screen product called the Infoscan to pharmacies. The Infoscan is a source of professional knowledge for natural products on a user friendly touch screen including a barcode reader tailored to products offered in a pharmacy. The Infoscan guides customers in purchasing over the counter natural products and private label products.
Basis of Presentation
These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 8 of SEC Regulation S-X. The principles for interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements in Form S-1 filed with the SEC for the years ended March 31, 2011 and 2010 and the period from March 31, 2009 (inception) to March 31, 2011. The financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the results for the interim periods. Operating results for the nine months ended December 31, 2011 are not necessarily indicative of the results that may be expected for the year ending March 31, 2012.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The Company is considered to be in the development stage as defined by ASC 915. The Company has devoted substantially all of its efforts to corporate formation, raising capital and attempting to generate customers for the sale of the Company’s products.
Going Concern
The accompanying financial statements as of December 31, 2011 have been prepared assuming the Company will continue as a going concern. The Company has experienced recurring losses and negative cash flows from operations, has no revenue and has an accumulated deficit of $321,999 at December 31, 2011. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management intends to raise additional debt and/or equity financing to fund future operations. There is no assurance that its plan can be implemented; or that the results will be of a sufficient level necessary to meet the Company’s ongoing cash needs. No assurances can be given that the Company can obtain sufficient working capital through borrowings or that the continued implementation of its business plan will generate sufficient revenues in the future to sustain ongoing operations.
The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
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TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
(Unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
Research and Development
All research and development costs are charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred $0 of research and development costs associated with its informatic concept and prototype for the nine months ended December 31, 2011 and $157,300 for the cumulative period from March 31, 2009 (Inception) through December 31, 2011.
Foreign Currency Transactions
Transactions denominated in currencies other than the functional currency of the legal entity are re-measured to the functional currency of the legal entity at the period-end exchange rates. Any associated transactional currency re-measurement gains and losses are recognized in current operations. The reporting functional currency of the Company was U.S. dollars.
Income Taxes
Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the financial statement or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statements and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
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TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
(Unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The criteria for revenue recognition are as follows:
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1)
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Persuasive evidence of an arrangement exists;
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2)
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Delivery has occurred or services have been rendered;
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3)
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The seller’s price to the buyer is fixed or determinable, and
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4)
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Collectability is reasonably assured.
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Determination of criteria (3) and (4) will be based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments will be provided for in the same period the related sales are recorded.
Basic and Diluted Loss Per Common Share
Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted loss per share reflects the potential dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. There were no dilutive potential common shares as of December 31, 2011 and 2010. Because the Company has incurred net losses and there are no potential dilutive shares, basic and diluted loss per common share are the same.
Subsequent Events
The Company has evaluated all transactions from December 31, 2011 through the financial statement issuance date for subsequent event disclosure consideration.
Recently Issued Accounting Standards
There were various updates recently issued and none of which are expected to a have a material impact on the Company's financial position, results of operations or cash flows.
9
TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2011
(Unaudited)
NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT)
The Company was established with one class of stock, common stock – 200,000,000 shares authorized at a par value of $0.001.
On April 1, 2010, the Company issued 77,000,000 shares of common stock to the Company’s founders at a value of $77,000 ($0.001 per share) for services rendered by the Company’s two founders and a consultant, which included the following: preparing the articles of incorporation, database and software development, and identifying strategic business partners.
In December 2010, M2 Law Professional Corporation was issued 2,500,000 shares of the Company's common stock for services rendered in connection with the preparation of this registration statement during 2011. Those 2,500,000 shares were valued at $0.003 per share based on the latest sale of shares to unrelated third parties. No quoted market price was available to value the shares on the date they were granted.
From inception to December 31, 2011, the Company raised $103,950 through the sale of 34,650,000 shares of common stock ($0.003 per share).
The Company has not issued any options or warrants to date.
NOTE 4 – ADVANCES PAYABLE
As of December 31, 2011 and March 31, 2011, the Company had advances payable outstanding to a third party of $15,000 and $0, respectively. These advances are non-interest bearing, unsecured and are payable on demand.
NOTE 5 – ADVANCES PAYABLE – SHAREHOLDERS
As of December 31, 2011 and March 31, 2011, the Company had advances payable of $28,500 and $21,000, respectively due to two shareholders of the Company. These advances are non-interest bearing, unsecured and are payable on demand.
As of December 31, 2011 and March 31, 2011, the Company also had related party advances payable of $66,746 and $48,538, respectively, due to a director, and a related party shareholder of the Company. The director of the Company was owed $17,246 and $6,538 as of December 31, 2011 and March 31, 2011, respectively.
The related party shareholder owns over 5% of the issued and outstanding shares of the Company and was owed $49,500 and $42,000, respectively, as of December 31, 2011 and March 31, 2011. These related party advances are non-interest bearing, unsecured and are payable on demand.
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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 prospectus.
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited interim financial statements for the nine months ended December 31, 2011 and 2010, together with notes thereto and our audited financial statements for the years ended March 31, 2011 and 2010, together with notes thereto.
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.
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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.
For the three months ended December 31, 2011, as compared to the three months ended December 31, 2010.
Results of Operations.
Revenues. We had no revenues for the three months ended December 31, 2011 and 2010.
Operating Expenses. Our operating expenses decreased by $12,201 from $35,854 for the three months ended December 31, 2010 to $23,653 for the three months ended December 31, 2011. The overall decrease between the comparable periods is primarily due to a decrease in professional fees, which decreased from $23,561 for the three months ended December 31, 2010 to $15,315 for the three months ended December 31, 2011 and a decrease in research and development, which decreased from $2,300 for the three months ended December 31, 2010 to $0 for the three months ended December 31, 2011.
Other Expense. We had a foreign exchange gain of $98 for the three months ended December 31, 2010 compared to a gain of $60 for the three months ended December 31, 2011. This decrease is a result of paying vendors in Canadian dollars.
Net Loss. Our net loss decreased $12,163 from a net loss of $35,756 for the three months ended December 31, 2010 to a net loss of $23,593 for the three months ended December 31, 2011. Our net loss decreased due to a decrease in our professional, general and administrative and research and development expenses for the three months ended December 31, 2011.
For the nine months ended December 31, 2011, as compared to the nine months ended December 31, 2010.
Results of Operations.
Revenues. We had no revenues for the nine months ended December 31, 2011 and 2010.
Operating Expenses. Our operating expenses decreased by $190,473 from $248,875 for the nine months ended December 31, 2011 to $58,402 for the nine months ended December 31, 2011. The overall decrease between the comparable periods is primarily due to a decrease in research and development expenses, which decreased from $157,300 for the nine months ended December 31, 2010 to $0 for the nine months ended December 31, 2011. Research and development decreased because we incurred all of our research and development expenses in the prior period. Additionally, professional fees decreased from $66,279 for the nine months ended December 31, 2010 to $36,141 for the nine months ended December 31, 2011 and advertising expense decreased from $1,800 for the nine months ended December 31, 2010 to $0 for the nine months ended December 31, 2011. General and administrative expenses slightly decreased from $23,496 for the nine months ended December 31, 2010 to $22,261 for the nine months ended December 31, 2011.
Other Expense. We had a foreign exchange loss of $245 for the nine months ended December 31, 2010 compared to a loss of $157 for the nine months ended December 31, 2011. This decrease is a result of paying vendors in Canadian dollars.
Net Loss. Our net loss decreased $190,561 from a net loss of $249,120 for the nine months ended December 31, 2010 to a net loss of $58,559 for the nine months ended December 31, 2011. Our net loss primarily decreased due to a decrease in our research and development expenses for the nine months ended December 31, 2011.
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Liquidity and Capital Resources. On April 1, 2010, we issued 77,000,000 shares of common stock to our two founders and a consultant in exchange for services valued at $77,000, or $0.001 per share. During the period from April 1, 2010 through December 31, 2011, we sold 34,650,000 shares of common stock in exchange for $103,950, or $0.003 per share. These proceeds are being used to pay for the development of our products, overhead expenses and working capital. In addition, we were advanced $95,246 from our director and shareholders. The advances are non-interest bearing and payable on demand. We also received an advance of $15,000 from a third party. The advance is non-interest bearing and payable on demand.
As of December 31, 2011, we had liabilities of $135,594, of which $25,348 were represented by accounts payable and accrued expenses, $95,246 of advances payable to our shareholders, and $15,000 due to an unrelated third party.
During 2012, we expect to incur significant costs associated with updating and maintaining our database and website. We expect that the costs of updating and maintaining our database and website will be approximately $80,000 and will continue to impact our liquidity. We will need to obtain funds to pay those expenses.
During 2012, we expect to incur significant accounting costs associated with the audit and review of our financial statements. We expect that the legal and accounting costs of being a public company will be approximately $50,000 per year and will continue to impact our liquidity. We will need to obtain funds to pay those expenses.
Other than expenses for updating and maintaining our database and website and the anticipated increases in legal and accounting costs due to the reporting requirements of being a reporting company, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
As of December 31, 2011, we had a cash balance of $509. We have no currently planned material commitments for capital expenditures; however, we will need operating capital to continue our current business plans and we presently have no source of capital. Although we are considering various debt or equity financings, there can be no assurance that any financing will be available to us on terms acceptable to us or at the time that we would require such financing, or at all. Failure to obtain any such financing will result in our inability to effectuate our business plan. The notes to our financial statements at December 31, 2011 disclose uncertainty as to our ability to continue as a going concern.
In the opinion of management, available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers and directors. We cannot guarantee that additional funding will be available on favorable terms, if at all.
We are not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. We do not anticipate that we will purchase or sell any significant equipment. In the event that we generate significant revenues and expand our operations, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.
Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.
Not Applicable.
Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.
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.
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PART II - OTHER INFORMATION
None.
Not applicable.
None.
None.
Not applicable.
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101.ins
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XBRL Instance Document
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101.sch
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XBRL Taxonomy Schema Document
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101.cal
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XBRL Taxonomy Calculation Linkbase Document
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101.def
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XBRL Taxonomy Definition Linkbase Document
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101.lab
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XBRL Taxonomy Label Linkbase Document
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101.pre
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XBRL Taxonomy Presentation Linkbase Document
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14
SIGNATURES
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.
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Technologies Scan Corp.,
a Nevada corporation
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February 16, 2011
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By:
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/s/ Ghislaine St-Hilaire
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Its:
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Ghislaine St-Hilaire
President, Director
(Principal Executive Officer)
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February 16, 2011
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By:
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/s/ Gilbert Pomerleau
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Its:
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Gilbert Pomerleau
Chief Financial Officer, Secretary, Treasurer, Director
(Principal Financial and Accounting Officer)
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15