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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended March 31, 2013

o       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                     

Commission File Number: 333-173569
 
Technologies Scan Corp.
 (Exact name of registrant as specified in its charter)

Nevada
 
99-0363559
(State or other jurisdiction of
 incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
331 Labelle, St-Jerome, Quebec, Canada
 
J7Z 5L2
(Address of principal executive offices)
 
(Zip Code)
 
(855) 492-5245
(Registrant’s Telephone Number, Including Area Code)
 
Securities registered under Section 12(b) of the Act:
   
 
Title of each class registered:
 
 
Name of each exchange on which registered:
None
 
None
     
Securities registered under Section 12(g) of the Act:
   
 
Title of each class registered:
   
None
   

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    o Yes     x No

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    o Yes     x No

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. 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 (§ 229.405 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
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
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  Approximately $22,830,000, on September 30, 2012.
 
As of July 15, 2013, there were 117,650,000 shares of the issuer’s $.001 par value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.



 
 

 
 
TABLE OF CONTENTS
 
         
         
PART I  
     
Page
 
Item 1.
Business
    1  
Item 1A.
Risk Factors
    8  
Item 1B.
Unresolved Staff Comments
    16  
Item 2.
Properties
    16  
Item 3.
Legal Proceedings
    16  
Item 4.
Mine Safety Disclosures
    16  
           
PART II  
           
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    17  
Item 6.
Selected Financial Data
    20  
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation s
    20  
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
    24  
Item 8.
Financial Statements and Supplementary Data
    25  
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    26  
Item 9A.
Controls and Procedures
    26  
Item 9B.
Other Information
    27  
           
PART III  
           
Item 10.
Directors, Executive Officers and Corporate Governance
    28  
Item 11.
Executive Compensation
    29  
Item 12.
Security Ownership of Certain Beneficial Owners and Management   and Related Stockholder Matters
    31  
Item 13.
Certain Relationships and Related Transactions, and Director Independence
    32  
Item 14.
Principal Accounting Fees and Services
    32  
           
PART IV  
           
Item 15.
Exhibits, Financial Statement Schedules
    33  

 
 

 
 
PART I

Forward-Looking Information

This Annual Report of Technologies Scan Corp. on Form 10-K 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 and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Annual Report on Form 10-K. 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.

ITEM 1. BUSINESS

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.

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.

 
1

 

SOCIAL GEEK MEDIA INC.

Our board of directors previously approved the execution of a letter of intent dated as of April 27, 2013 and as amended May 17, 2013 (the "Letter of Intent") with Social Geek Media Inc., a private company organized under the laws of Canada ("Social Geek"). In accordance with the terms and provisions of the Letter of Intent, both we and Social Geek completed their respective due diligence and, therefore, executed a license agreement.
 
Social Geek has developed a line of food supplement and nutritional products known under the brand name "Proteina21" (the "Proteina21 Products"). Social Geek has also developed a marketing and commercialization strategy, including an online automated platform to accept orders, process payment, ship products and provide customer support for its Proteina21 Products

License Agreement

On May 24, 2013, our board of directors approved the execution of a fifteen year license agreement (the "License Agreement") with Social Geek and Patrick Aube ("Aube"). In accordance with the terms and provisions of the License Agreement, Social Geek granted to us and we accepted the rights to an exclusive license for the Proteina21 products, including marketing, selling and distributing within the United States of America, subject to the terms and conditions set forth in the License Agreement. We agreed to use our best efforts in order to actively promote the sales of the Proteina21 products pursuant to the License Agreement and to develop the market for the Proteina21 Products in the United States. Social Geek also granted to us the right to use its trademarks in connection with the promotion, marketing and sale of Proteina21 products in the United States and the right to use the applicable trademarks in relation with the promotional items and product packaging, Social Geek's marketing resources, and materials.  Furthermore, we may not grant any license rights related to the Proteina21 to third parties without the prior written approval of Social Geek, such approval being at Social Geek's sole discretion; provided, however, that we may, with the approval of Social Geek, grant all or any of its license rights granted to it under the License Agreement to any of our affiliates.

In further accordance with the terms and provisions of the License Agreement, we will issue to Social Geek a total of 200,000,000 common shares of our restricted common stock in consideration for the acquisition of the exclusive rights to the Proteina21 license for the United States of which the first region to be developed by us shall be the North East Region. The North East Region shall consist of Division I (New England) Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut‬ and Division 2 (Mid Atlantic) New York, Pennsylvania and New Jersey. As of July 15, 2013 the Company has not issued any shares to Social Geek.

Addendum to License Agreement

On May 24, 2013, we entered into an addendum to the License Agreement (the "Addendum) with Patrick Aube and Social Geek pursuant to which we shall have an exclusive one year option to acquire the rights to Canada as well as the established client base, and a further exclusive two year option to acquire the rights to Europe.

 
2

 

iSPEEDZONE

Letter of Intent. Out 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 were to 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 130,500,000 shares of our restricted common stock. This would have resulted in iSpeedzone becoming our wholly-owned subsidiary. 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 was 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 us and  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 us 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. .

Rescission Agreement. Our board of directors approved the execution of an agreement of rescission dated April 12, 2013 (the "Rescission Agreement"), with iSpeedzone. In accordance with the terms and provisions of the Rescission Agreement, we and iSpeedzone agreed not to combine our respective business operations and, therefore, rescinded and terminated the Letter of Intent. In further accordance with the terms and provisions of the Rescission Agreement, we and iSpeedzone mutually released one another from any and all claims and/or causes of action relating to the Letter of Intent. As of March 31, 2013, the Company had 70,000,000 shares issued and outstanding to iSpeedzone pursuant to the agreement. These shares were canceled in April of 2013.

INFOSCAN RODUCTS

Infoscan.  We believe the Infoscan is a unique provider of information on natural products through a touch screen and barcode reader, which has been tailored to products offered in any pharmacy.  The touch screen includes a bar code reader for items offered at a business, such as a pharmacy, and informs clients about their purchases.  We believe the Infoscan program provides the following benefits:
 
·  
guides pharmacy customers with their purchases by providing information on the items that they scan into the Infoscan;
·  
promotes the sale of the pharmacy’s products,
·  
prompts pharmacy customers to buy new products, and
·  
continually updates itself with information about the pharmacy products from the internet.
 
The Infoscan contains two programs, the Versican program and the Infotouch program.

 
3

 

Veriscan Program.  The Veriscan Program is a computerized database for the products that our potential clients customers sell.  The Veriscan Program contains information on approximately 15,000 over the counter products.  The program also has data to inform the potential customer on various types of illnesses and health conditions.  This program also includes an optic barcode reader.
 
Infotouch Program.   The Infotouch Program provides information and videos and provides internet access for continuous updates.  The Infotouch Program also divides a potential customer’s products by section and contains a products catalog on the products that the client carries.
 
EquipmentWe will sell equipment products that are related to the Infoscan and are manufactured by third party manufacturers.  Products that we will sell include the following: LCD tactile screen, omnidirectional optic reader, integrated master card reader, hard disc, and adapted support.  
 
Product-Related Services.   As a complement to our product sales, we will offer our potential client services including technical support and maintenance services.

Development of the Infoscan device, along with its two programs, is complete.  Upon entering into joint development agreements with potential clients, we plan to develop customized devices.  The timeline for completion of these customized devices will depend on client demand and is thus uncertain.  Although the costs for creating customized devices are uncertain, these costs will not be paid by us because we plan to enter in joint development agreements, in which the client will pay for any development costs.

Sales and Marketing

We primarily will sell our products through our officers.  Our marketing initiatives will include:
 
·  
Utilizing our management’s contacts with pharmacies and distributors;
·  
Establish relationships with pharmacy professionals who can refer clients to us;
·  
attend industry tradeshows; and
·  
initiate direct contact with potential clients.
 
To date, we had informal discussions and negotiations with potential clients for the sale of our products and services. Our management has held meetings with potential clients including pharmacies such as Familiprix, Proxim and Uniprix and distributors such as Neptune Biotech. However, as of the date of this report, we have not entered into any formal agreement, arrangement or understanding with any of those potential clients for the purchase and sale of our products or services.
  
Growth Strategy

We plan to grow our operations by utilizing any revenues that we generate to expand our operations. We will seek to increase our sales efforts by increasing the number of events we attend, seeking referrals through our clients, developing business leads provided by our officers, and expanding the capability of our website by registering it with selected search engines to ensure our site comes up in search results in user searches for related products. Our strategy is also to provide client service and high-quality merchandise, which we believe will achieve a high level of client satisfaction and contribute to the development of our brand image and goodwill.
 
 
4

 

Suppliers

We have developed ongoing supply relationship with BlueStar Canada, a touch screen device distributor. As of date of this report, we do not have any formal agreements with BlueStar Canada or any other suppliers. However, we have an open account with BlueStar Canada for supplying touch screens, which will allow us to order products from them on a purchase order basis as needed.     Our suppliers are not required to supply us with any minimum quantities and we cannot guaranty that our suppliers will supply the quantities of products we may need to meet our potential customers’ orders in a timely manner.
 
We anticipate that we will be able to develop relationships with additional suppliers so that we will have alternative suppliers in the event that our current suppliers do not desire or are unable to supply a sufficient amount of products to meet our potential clients’ requirements. The inability to fill client orders could cause delays, client cancellations, disruptions or reductions in product shipments which could damage relationships with current or prospective clients and increase costs or prices. A disruption in or termination of our supply relationship with any of our significant suppliers or our inability to develop relationships with new suppliers, if required, would cause delays, disruptions or reductions in product sales, which could damage relationships with our clients or increase our costs or the prices of our products.
  
Website

We own the web domains www.info-scan.ca and www.techno-scan.com. However, we do not currently have a website for our company. We hope to develop a website, which will provide a description of our business together with our contact information including our address, telephone number and e-mail address. We also believe that we can use our website to facilitate sales of our products.
 
Competition

Although there is substantial competition for the computer screens and the computer products that supplement the Infoscan product, we do not believe that we currently face significant competition for the computer program that we sell. However, many of our competitors who are in the computer software and programming industry could likely develop a similar product, which would place us in substantial competition with them.  Since many of these computer software and programming companies have substantially greater financial, technical, managerial, marketing and other resources than we do, they may develop a similar competing product that could threaten us and they may compete more effectively than we can and they could also have better access to marketing their products to our potential clients.
 
Government Regulation

We are also subject to Canadian, U.S. federal laws and state laws and regulations generally applied to businesses. We believe that we are in conformity with all applicable laws in the State of Nevada, Canada and the United States.
 
Research and Development

We are not currently conducting any research or development activities other than updating and maintaining our database and website, which we expect the total cost to be approximately $80,000.  We do not anticipate conducting any additional research or development activities in the near future.  We do not currently own any equipment. Our management believes that we do not require the services of independent contractors to operate at our current level of activity.  However, if our level of operations increases beyond the level that our current staff can provide, then we may need to hire additional employees or independent contractors as well as purchase or lease additional equipment.

 
5

 
 
Intellectual Property

We do not presently own any copyrights, patents, trademarks, licenses, concessions or royalties, and we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable.
 
We also currently own the web domains www.info-scan.ca and www.techno-scan.com. Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as “.org,” or with a country designation.  The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe or otherwise decrease the value of our domain names.
 
Insurance

We currently do not maintain any insurance.
 
Employees

As of June 30, 2013, we have no employees other than our two officers, Gilbert Pomerleau and Ghislaine St-Hilaire.  We do not currently have formal employment agreements with our officers.  We anticipate that we will retain independent contractors as consultants to support our expansion and business development. We are not a party to any employment agreements.
 
Facilities

Our executive, administrative and operating offices are located at 331 Labelle, St-Jerome, Quebec, Canada, J7Z 5L2.   The lease calls for monthly payments of approximately US$500.  We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.

Legal Proceedings

There are no legal actions pending against us nor are any legal actions contemplated by us at this time.

PROTEINA21 PRODUCTS

Proteina21 are protein-based food products and supplements designed by Social Geek to help people lose weight and keep it off while respecting nutrition and medical ethics.  The Proteina21 diet limits the consumption of foods containing sugar and fat. Depending on one's weight, one needs to consume their daily quantity of Protein21 products. The high quality protein used in the manufacturing of Protein21 products is treated with the Amino3 technology, an exclusive process developed by Social Geek that offers a superior amino acid complex and increases the absorption of protein in the body.

Marketing and Distribution Strategies

Our marketing strategy to be used by us to differentiate ourselves from the many competitors in the marketplace will be to emphasize the high quality products available at better price points than typically available. We will concentrate our marketing efforts in the North East Region of the United States. The North East Region shall consist of Division I (New England) Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut‬ and Division 2 (Mid Atlantic) New York, Pennsylvania and New Jersey.

 
6

 

As of the date of this Annual Report, we do not have any distribution capabilities or agreements with third party distributors. Upon commencement of the marketing and distribution of the Proteina21 products, we intend to emphasis distribution to gain entry into the marketplace in the North East Region. Once brand popularity is achieved in the North East Region, sales distribution will be expanded. We will operate via a distributor network and will employ a commissioned sales team to introduce and promote the Proteina21 product line. A sales team will also distribute sell sheets and product information brochures to be available for customers to review the product line and find out more information about the products.

• Product Information Brochures/Sell sheets
Informational brochures to be distributed by sales team to distributors for consumers Timing: All year
Cost: $7,500

• Business cards
Business cards for sales team
Timing: All year
Cost: $500

Distribution will be highly targeted in the first year of operation to gain entry into the marketplace in the North East Region. Once brand popularity is achieved, sales distribution will be expanded. To curb expenses, the sales team will be paid strictly on a commission basis.

Government Regulation

External factors, especially government regulations, affect the diet nutrition industry greatly. At the current time, the diet nutrition industry is not strictly regulated for over-the-counter products. The lack of substantial regulation will ease entry into the market. One tainted product or mishap in the diet supplement industry spreads quickly and an unfortunate consequence is a tarnished image for the industry as a whole. While economic factors do play a role in overall consumer spending, the diet, vitamin and wellness category seems to be on an upswing despite difficult economic times.

While the Proteina21 products will fall under the “dietary supplement” category, we can assume that the trend would be similar, or at the very least, stable in terms of growth. Social trends towards taking better care of oneself will certainly help the diet nutrition market, especially in the area of marketing to more mainstream consumers by expanding product lines. Management believes that opportunity exists in this area providing companies seize the opportunity to expand their product lines and market to this overall mainstream segment of consumers on a separate level.

Technological breakthroughs in the area of functional foods and increased studies in the area of diet, wellness and nutrition certainly do play a part in new product potential for dietary supplements, nutraceuticals, diet nutrition, diet supplements and diet/functional beverages. All food markets will benefit from research done in this area from everyday foodstuffs on your grocery store shelf to the highly specialized “cocktail” preparations of diet supplements.

 
7

 

Competition

As of the date of this Annual Report, we will operate in a highly competitive industry competing with other diet supplement and nutritional companies. Many of our competitors will have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to cost effectively distribute and market the current product line. However, we believe the pricing for the Proteina21 products is very competitive when compared to other competitors and remain competitive in the online realm pricing based upon negotiated low wholesale costs and marketing and distribution costs. We believe that the price points reflect the greater “research and quality” of the Proteina21 products. Taste and new “gourmet” flavors seem to be of importance in determining the likability of a product and would seem to cater more to the mainstream consumers. Many of the competitors have created “cocktail” blends of supplements to increase this and burn off that. However, we believe that this creates an opportunity for us to successfully market the Proteina21 products consisting of a proprietary blend.

ITEM 1A. RISK FACTORS

An investment in our securities involves a high degree of risk.  You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities.  If any of the following risks actually occurs, our business, financial condition, and/or results of operations could be harmed.  In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.  You should only purchase our securities if you can afford to suffer the loss of your entire investment.
 
RISKS RELATED TO OUR BUSINESS

We have a limited operating history upon which an evaluation of our prospects can be made.
 
We were incorporated in March 2009. Our lack of operating history makes an evaluation of our business and prospects very difficult. Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. We cannot be certain that our business will be successful or that we will generate significant revenues. As of the date of this Annual Report, we have not commenced business operations involving the marketing and sale and distribution of the Proteina21 products. We may never be successful in developing a market for either the Proteina21 products or our InfoScan products and thus may never become profitable. Therefore, our ability to operate our business successfully remains untested.  If we are successful in marketing the InfoScan and Proteina21 products, we anticipate that we will retain future earnings, if any, and other cash resources for the future operation and development of our business as appropriate. We do not currently anticipate declaring or paying any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of our board of directors, which will take into account many factors including our operating results, financial conditions and anticipated cash needs. For these reasons, we may never achieve profitability or pay dividends.
 
We anticipate that our ability to generate revenues in the foreseeable future will depend on the successful development and commercialization of the Proteina21 products and our InfoScan products. If we are not successful in commercializing our lead products or are significantly delayed or limited in doing so, our business will be materially adversely affected and we may need to curtail or cease operations.
 
 
8

 

Because we are a development stage company, we have no revenues to sustain our operations.
 
We are a development stage company that is currently developing our business. To date, we have not generated revenues. The success of our business operations will depend upon our ability to obtain customers and provide quality products to those customers. We are not able to predict whether we will be able to develop our business and generate revenues.  If we are not able to complete the successful development of our business plan, generate revenues and attain sustainable operations, then our business will fail.
  
We have incurred a net loss since inception and expect to incur net losses for the foreseeable future.
 
As of March 31, 2013, our net loss since inception was $452,280. We expect to incur operating and capital expenditures for the next year and, as a result, we expect significant net losses in the future. We will need to generate significant revenues to develop our business and expand our operations. We may not be able to generate sufficient revenues to achieve profitable operations.
 
We will need to raise additional capital to market our products and expand our operations. Our failure to raise additional capital will significantly affect our ability to fund our proposed activities.
 
We are currently not engaged in any sophisticated marketing program to market our products because we lack capital and revenues to justify the expenditure. In addition, our available funds will not fund our activities for the next twelve months. If we fail to raise additional funds, investors may lose their entire cash investment.

If the use of the Proteina21 products harm people, we could be subject to costly and damaging product liability claims.
 
We may be exposed to potential product liability risks that are inherent in the testing, manufacturing and marketing of diet supplements and nutrition products. Side effects and other liability risks could give rise to viable product liability claims against us. We have not yet obtained insurance coverage and, if we do so, we may not be able to maintain this insurance on acceptable terms. Moreover, insurance may not provide adequate coverage against potential liabilities. As a result, product liability claims, even if successfully defended, could have a material adverse effect on our business, financial condition and results of operations.

The commercial success of the Proteina21 products will depend upon the degree of market acceptance by consumers.

If the Proteina21 products do not gain market acceptance by consumers, we may not generate sufficient product revenue and we may not ever become profitable. The degree of market acceptance of the Proteina21 products will depend on a number of factors, including:
 
 
• 
the prevalence of any side effects;
     
 
• 
any limitations or warnings in the product’s approved labeling;
     
 
• 
the efficacy and potential advantages over alternative products;
     
 
• 
pricing;
     
 
• 
the willingness of the target population to try new diet supplements and nutrition products;
     
 
• 
the strength of marketing and distribution support and timing of market introduction.
     
 
 
9

 
 
Even if a potential Proteina21 product displays a favorable efficacy, market acceptance of the product will not be known until well after it is launched. Our efforts to educate the consumer about the benefits of the Proteina21 products may never be successful and, in any event, would require the expenditure of significant resources, which resources we currently do not have and may never be successful in raising. If we are not successful in building market acceptance for the Proteina21 products, we may never generate sufficient revenue or achieve or maintain profitability.

Adverse changes or interruptions in our relationships with third parties could affect our business operations and reduce our revenues.

Our business is substantially dependent on our relationship with Social Geek with regards to contractual relations, which terms could affect our access to the Proteina21 products and inventory and reduce our potential revenues. As of the date of this Annual Report, we have not actively received any services or products from Social Geek. In the event our relations with Social Geek should fail, we do not have a third-party back-up source which will provide the diet supplements and nutrition products to us. The relationship we have with Social Geek is freely terminable upon notice. This arrangement is not exclusive. We cannot assure you that our arrangements with Social Geek or future third parties will remain in effect or that Social Geek or any of these third parties will continue to supply us and our agents with the same level of access to inventory in the future. If access to inventory is affected, or our ability to obtain inventory on favorable economic terms is diminished, it may reduce our revenues. Our failure to establish and maintain representative relationships for any reason could negatively impact our websites and reduce our revenues.

Management lacks any formal training or experience relating to the InfoScan products in consumer electronics, computers, and pharmacy products.

Our management lacks any experience in researching and developing technology.  Our management has no direct training or experience in these areas and, as a result, may not be fully aware of all of the specific requirements related to working within this industry.   In addition, our management lacks formal training or experience in the pharmacy industry.  Our management’s decisions and choices may not take into account standard managerial approaches technology and pharmacy companies commonly use.  Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in these industries.
 
We are relatively a new entrant into the diet supplements and nutrition products industry without profitable operating history.
 
Since inception, our activities have been limited to organizational efforts and obtaining working capital and developing and marketing our InfoScan products. As a result, there is limited information regarding potential revenue generation relating to the Proteina21 products. And, therefore, our future revenues may be limited to our InfoScan products. The business of diet supplements and nutrition products is subject to many risks and our potential profitability depends upon factors beyond our control. Our potential profitability is dependent upon many factors and risks beyond our control, including, but not limited to: (i) unanticipated termination of any relations with third-party suppliers, including Social Geek; (ii) acceptance of Proteina21 diet and nutrition products in the marketplace; (iii) potential product liability suits; (iv) delays in transportation and delivery of the Proteina21 products to us; and (v) government permit restrictions and regulation restrictions.
 
 
10

 
 
We fact intense competition in the market for diet supplements and nutrient products and if we are unable to compete successfully, our business will suffer.
 
We face competition from other diet supplements and nutrition product companies and biotechnology companies. Numerous nutriceutical companies have publicly announced their intention to develop and market products for the diet supplement industry similar to the Proteina21 product line. These nutriceutical companies have substantially greater financial and other resources and development capabilities than we do and have substantially greater experience in undertaking manufacturing and marketing and distribution of diet supplements and nutrition products. In addition, our competitors may succeed in developing and commercializing products that are more effective than those that we propose to market. The existence of these products and other products of which we are not aware or products that may be developed in the future may adversely affect the marketability of the Proteina21 products by rendering them less competitive or obsolete.

If we are unable to establish sales, marketing and distribution capabilities, or to enter into agreements with third parties to do so, we will be unable to successfully market and sell future drug products.
 
We have no experience with marketing, sales and distribution of drug products and have only recently established pre-commercial capability in those areas. If we are unable to establish capabilities to sell, market and distribute our products, either by developing our own capabilities or entering into agreements with others, we will not be able to successfully sell our future drug products. In that event, we will not be able to generate significant revenues. We cannot guarantee that we will be able to hire the qualified sales and marketing personnel we need. We may not be able to enter into any marketing or distribution agreements with third-party providers on acceptable terms, if at all.
 
We have limited marketing and sales capabilities.
 
Our future success depends, to a great extent, on our ability to successfully market the InfoScan and Proteina21 products. We currently have limited sales and marketing capabilities. Consequently, we will need to identify and successfully target particular market segments in which we believe we will have the most success. These efforts will require a substantial, but unknown, amount of effort and resources. We cannot assure you that any marketing and sales efforts undertaken by us will be successful or will result in any significant sales.
 
We may face substantial competition from more established software companies and similar products.
 
If any competitors who are in the computer software and programming industry develop a similar product, we will be in direct competition with them.  Since many of these computer software and programming companies have substantially greater financial, technical, managerial, marketing and other resources than we do, they may develop a similar competing product that could threaten us as they may compete more effectively than we can and they could also have better access to marketing their products to our potential clients. In addition, mobile applications may serve as a competitor to our products as end user’s may prefer to use their own mobile device as opposed to our Infoscan product.
 
 
11

 
 
Our ability to raise additional capital through the sale of our stock may be harmed by competing resales of our common stock by the selling shareholders in our registration statement that was declared effective by the SEC.
 
The price of our common stock could fall if the selling shareholders sell substantial amounts of our common stock.  These sales would make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate, because the selling shareholders may offer to sell their shares of common stock to potential investors for less than we do.  Moreover, potential investors may not be interested in purchasing shares of our common stock if the selling shareholders are selling their shares of common stock.
 
Our officers are engaged in other activities that could conflict with our interests. Therefore, our two officers may not devote sufficient time to our affairs, which may affect our ability to conduct marketing activities and generate revenues.
 
Ghislaine St-Hilaire devotes approximately 50% of her time to the company.  Gilbert Pomerleau devotes approximately 25% of his time to the company.  In addition, Ghislaine St-Hilaire and Gilbert Pomerleau have existing responsibilities and have additional responsibilities to provide management and services to other entities. As a result, conflicts of interest between us and the other activities of those entities may occur from time to time, in that our two officers shall have conflicts of interest in allocating time, services, and functions between the other business ventures in which they may be or become involved and our affairs. In the event that a specific conflict arises between our management and their other business, our management intends to use their business judgment to allocate time appropriately.
 
We depend on the efforts and abilities of our officers.
 
We currently have only two officers, Ghislaine St-Hilaire and Gilbert Pomerleau, who are also our only employees.  Outside demands on our officers’ time may prevent each of them from devoting sufficient time to our operations. In addition, the demands on each of these individuals’ time will increase because of our status as a public company.  Ms. St-Hilaire and Mr. Pomerleau both have limited experience in managing a public company, which may impact our ability to meet our financial and business objectives as potential investors may not want to invest in a company whose management has limited public company experience. The interruption of the services of our management could significantly hinder our operations, profits and future development, if suitable replacements are not promptly obtained.  We do not currently have any executive compensation agreements. We cannot guaranty that our management will remain with us.
 
Our management ranks are thin, and losing or failing to add key personnel could affect our ability to successfully grow our business.
 
Our future performance depends substantially on the continued service of our management. In particular, our success depends upon the continued efforts of our management personnel, including our President, Ghislaine St-Hilaire and our Treasurer, Secretary and Chief Financial Officer, Gilbert Pomerleau. We cannot guarantee that either Ms. St-Hilaire or Mr. Pomerleau will remain with us.
 
 
12

 
 
Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in Canada based upon U.S. laws, including the federal securities laws or other foreign laws, against us or our management.
 
Most of our current operations are conducted in Canada. Moreover, all of our directors and officers are nationals and residents of Canada. All or substantially all of the assets of these persons are located outside the United States. As a result, it may not be possible to effect service of process within the United States or elsewhere outside Canada upon these persons. In addition, uncertainty exists as to whether the courts of Canada would recognize or enforce judgments of U.S. courts obtained against us or such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada against us or such persons predicated upon the securities laws of the United States or any state thereof.
 
The costs to meet our reporting requirements as a public company subject to the Securities Exchange Act of 1934 will be substantial and may result in us having insufficient funds to operate our business.
 
We will incur ongoing expenses associated with professional fees for accounting and legal expenses associated with being a public company. We estimate that these costs will range up to $50,000 per year for the next few years. Those fees will be higher if our business volume and activity increases.  Those obligations will reduce and possibly eliminate our ability and resources to fund our operations and may prevent us from meeting our normal business obligations.
 
Our auditors have questioned our ability to continue operations as a “going concern.” Investors may lose all of their investment if we are unable to continue operations and generate revenues.
 
We hope to obtain significant revenues from future product sales.  In the absence of significant sales and profits, we may seek to raise additional funds to meet our working capital needs, principally through the additional sales of our securities.  However, we cannot guarantee that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us. As a result, substantial doubt exists about our ability to continue as a going concern.
  
We are subject to the Section 15(d) reporting requirements under the Securities Exchange Act of 1934 which does not require a company to file all the same reports and information as a fully reporting company pursuant to Section 12.
 
We are subject to the Section 15(d) reporting requirements according to the Securities Exchange Act of 1934, or Exchange Act. As a filer subject to Section 15(d) of the Exchange Act:
 
·  
we are not required to prepare proxy or information statements;
·  
we will be subject to only limited portions of the tender offer rules;
·  
our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company;
·  
our officers, directors, and more than ten (10%) percent shareholders are not subject to the short-swing profit recovery provisions of the Exchange Act; and
·  
more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.
 
 
13

 

If we have less than 300 holders of record at our next fiscal year end and at the conclusion of the offering, our reporting obligations under Section 15(d) of the Exchange Act will be suspended.
 
We are required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided we have less than 300 holders of record, our filing obligation under Section 15(d) will be suspended.  Specifically, if our Section 15(d) filing obligation is suspended, we will not be required to file annual reports on Form 10-K for the fiscal years subsequent to suspension, quarterly reports on Form 10-Q, and current reports on Form 8-K. If those reports are not filed by us, the investors will have reduced visibility as to the company and our financial condition, which may negatively impact our shareholders’ ability to evaluate our prospects.
 
RISKS RELATED TO OUR COMMON STOCK.
 
Our officers and directors own approximately 47.27% of our outstanding shares of common stock, allowing these shareholders to control matters requiring approval of our shareholders.
 
Our officers and directors beneficially own, in the aggregate, approximately 47.27% of our outstanding shares of common stock.  Such concentrated control of the company may negatively affect the price of our common stock.  In addition, our officers and directors can control matters requiring approval by our security holders, including the election of directors.
 
Investors should not look to dividends as a source of income.
 
In the interest of reinvesting initial profits back into our business, we do not intend to pay cash dividends in the foreseeable future.  Consequently, any economic return will initially be derived, if at all, from appreciation in the fair market value of our stock, and not as a result of dividend payments.

The trading price of our common stock on the OTC Bulletin Board will fluctuate significantly and stockholders may have difficulty reselling their shares.

Our common stock commenced trading on the OTC Bulletin Board approximately January 1, 2013. As of the date of this Annual Report, our common stock trades on the Over-the-Counter Bulletin Board. There is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our exploration or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; (viii) general economic trends; and ix) Commodity price fluctuation

In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

 
14

 

Additional Issuance of Equity Securities May Result in Dilution to Our Existing Stockholders.

Our Articles of Incorporation, as amended, authorize the issuance of 400,000,000 shares of common stock. The board of directors has the authority to issue additional shares of our capital stock to provide additional financing in the future, including issuances to Social Geek in accordance with contractual terms, and the issuance of any such shares may result in a reduction of the book value or market price of the then outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, your proportionate ownership interest and voting power will be decreased accordingly. Further, any such issuance could result in a change of control.

Because we may be subject to the “penny stock” rules, the level of trading activity in our stock may be reduced - which may make it difficult for investors to sell their shares.
 
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

Our shares may not become eligible to be traded electronically which could result in brokerage firms being unwilling to trade them.

Our shares of common stock are eligible to be quoted on the OTCBB and OTCQB. However, our shares are not eligible with Depository Trust Company (DTC) to trade electronically. Because we are not DTC eligible, our shares cannot be electronically transferred between brokerage accounts, the practical effect of which means that our shares will not trade much, if at all, on the OTCBB or OTCQB. In order for our shares to trade on the OTCBB or OTCQB, our shares would need to be traded manually between broker dealers and their accounts, which is time consuming, costly and cumbersome. We cannot guaranty that our shares will ever become DTC eligible or, if in the event we apply for DTC eligibility, how long it will take to become eligible.

 
15

 
 
All of Our Directors and Officers are Outside the United States With the Result That it May Be Difficult for Investors to Enforce Within the United States Any Judgments Obtained Against Us or Any of Our Directors or Officers.

All of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on our directors or officers, or enforce within the United States or Canada any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them. In addition, investors may not be able to commence an action in a Canadian court predicated upon the civil liability provisions of the securities laws of the United States.
  
ITEM 1B. UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 2. PROPERTIES

Property held by us. As of June 30, 2013, we do not own any interests in real estate.

Our Facilities. Our executive, administrative and operating offices are located at 331 Labelle, St-Jerome, Quebec, Canada, J7Z 5L2. On July 5, 2010, we entered into a lease agreement that calls for monthly payments of approximately $500 USD. The lease expires on October 31, 2013. We believe that our facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.
 
ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 
16

 

PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELAED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION
 
Our common stock is listed for quotation on the Over-the-Counter Bulletin Board and OTCQB under the symbol “TENP.” Our shares commenced trading approximately January 1, 2013. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the NASDAQ OTC:BB stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.
 
Quarter Ended
 
High Bid
   
Low Bid
 
March 31, 2013
  $ 0.21     $ 0.20  
June 30, 2013
  $ 0.16     $ 0.09  
 
HOLDERS

The approximate number of stockholders of record at June 30, 2013 was 38.  The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.
 
DIVIDEND POLICY

We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our board of directors.

RECENT SALES OF UNREGISTREED SECURITIES

During fiscal year ended March 31, 2013 and to date, we issued an aggregate of 73,500,000 shares of unregistered common stock as follows:

The Company issued 3,500,000 shares to consultants for services provided to the Company. The Company valued the shares for services at $0.003, the average price per share paid by previous investors, which resulted in an expense of $10,500.
 
 
17

 

iSpeedzone

We issued an aggregate of 70,000,000 shares of our restricted common stock at a per share price of $0.001 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.

On April 12, 2013, our board of directors approved the execution of an agreement of rescission with iSpeedzone" pursuant to which the 70,000,000 shares of common stock issued to ispeedzone were cancelled and returned to treasury.

Consulting Services

We issued an aggregate of 3,500,000 shares of our restricted common stock at a per share price of $0.003 to two consultants for services rendered.  The shares were issued in a private transaction to two non-United States residents in reliance on Regulation S promulgated under 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 consultants 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.

 
18

 

Social Geek

On May 17, 2013, in accordance with the terms and provisions of the License Agreement, we will issue to Social Geek a total of 200,000,000 common shares of our restricted common stock in consideration for the acquisition of the exclusive rights to the Proteina21 licence for the United States of which the first region to be developed by the Company shall be the North East Region. When we issue the shares (which effective date will be deemed May 17, 2013), the shares will be issued in a private transaction to Social Geek as a non-United States resident in reliance on Regulation S promulgated under 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. Social Geek acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. As of July 15, 2013 the Company has not issued any shares to Social Geek.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

As of July 15, 2013, we had no compensation plans under which our equity securities were authorized for issuance.

PENNY STOCK REGULATION

Shares of our common stock will probably be subject to rules adopted the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.”  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:

·
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
·
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the “bid” and “ask” price;
·
a toll-free telephone number for inquiries on disciplinary actions;
·
definitions of significant terms in the disclosure document or in the conduct of  trading in penny stocks; and
·
such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.
 
Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

·
the bid and offer quotations for the penny stock;
·
the compensation of the broker-dealer and its salesperson in the transaction;
·
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
·
monthly account statements showing the market value of each penny stock held in the customer’s account.
 
 
19

 
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.
 
ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the year ended March 31, 2013, together with notes thereto as included in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly in the section entitled "Risk Factors." Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
We are a developmental stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
 
We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
 
RESULTS OF OPERATION
 
Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012
 
Our comprehensive net loss for fiscal year ended March 31, 2013 was $87,395 compared to a comprehensive net loss of $102,629 during fiscal year ended March 31, 2012, a decrease of $15,234. During fiscal years ended March 31, 2013 and March 31, 2012, we did not generate any revenue.
 
During fiscal year ended March 31, 2013, we incurred operating expenses of $82,402 compared to $102,403 incurred during fiscal year ended March 31, 2012, a decrease of $20,001. The decrease in operating expenses was primarily attributable to the decrease in professional fees of $20,028.
 
During fiscal year ended March 31, 2013, professional fees were $52,025 compared to $72,053 in 2012. The decrease was due to less legal fees as the Company did not require the same degree of legal counsel as in the prior year. We did not incur any management fees to our officers or directors during fiscal years ended March 31, 2013 and March 31, 2012. See "Item 11. Executive Compensation”.

During the fiscal year ended March 31, 2013, we incurred other expense in the form of foreign currency exchange loss of $3,808 as compared to $227 for the fiscal year ended March 31, 2012.
 
 
20

 

During the fiscal year ended March 31, 2013, we recorded a currency translation adjustment of ($1,185) compared to $1 recorded during fiscal year ended March 31, 2012.

Therefore, our comprehensive net loss during fiscal year ended March 31, 2013 was ($87,395) compared to a comprehensive net loss of ($102,629) during fiscal year ended March 31, 2012.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Fiscal Year Ended March 31, 2013
 
As of March 31, 2013, our current assets were $1,952 and our current liabilities were $256,465, which resulted in a working capital deficit of $254,513. As of March 31, 2013, current assets were comprised of $721 in cash and $1,231 in other receivable. As of March 31, 2013, current liabilities were comprised of: (i) $66,230 in accounts payable and accrued expenses; (ii) $175,235 in accounts payable to related parties; and (iii) $15,000 in advances payable.
 
As of March 31, 2013, our total assets were $71,952 comprised entirely of: (i) $1,952 in current assets; and (ii) $70,000 in deposits. The increase in total assets during fiscal year ended March 31, 2013 from fiscal year ended March 31, 2012 was due to the increase in deposits of $70,000.
 
As of March 31, 2013, our total liabilities were $256,465 comprised entirely of current liabilities. The increase in liabilities during fiscal year ended March 31, 2013 from fiscal year ended March 31, 2012 was primarily due to the increase in accounts payable to related parties of $72,193.
 
Stockholders’ deficit increased from $177,619 for fiscal year ended March 31, 2012 to $184,514 for fiscal year ended March 31, 2013
 
Cash Flows from Operating Activities
 
We have not generated positive cash flows from operating activities. For fiscal year ended March 31, 2013, net cash flows used in operating activities was $70,512 compared to $49,344 for fiscal year ended March 31, 2012. Net cash flows used in operating activities for the year ended March 31, 2013 consisted primarily of a net loss of $86,210 compared to $102,630 for the year ended March 31, 2012, which was partially adjusted by $10,500 for value of common stock issued for services. Net cash flows used in operating activities for the year ended March 31, 2013 was further changed by a decrease of other current asset of $573, an increase in other receivables of $677 and accounts payable and accrued expense of $5,302 compared to decrease of other current asset of $869, an increase in other receivables of $679 and accounts payable and accrued expense of  $51,738 for the year ended March 31, 2012.
 
Cash Flows from Financing Activities
 
We have financed our operations primarily from debt or the issuance of equity instruments. For the fiscal year ended March 31, 2013, net cash flows provided from financing activities was $72,193 compared to $48,504 for fiscal year ended March 31, 2012. Cash flows from financing activities for the fiscal year ended March 31, 2013 consisted of $72,193 in proceeds from advances payable from related parties. Cash flows from financing activities for the fiscal year ended March 31, 2012 consisted of $33,504 in proceeds from advances payable from related parties and $15,000 in advances payable.

 
21

 

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 March 31, 2013, 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 March 31, 2013, 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 March 31, 2013, we have related party advances of $97,235 and $25,042 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 Annual 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.

 
22

 

GOING CONCERN

The independent auditors' report accompanying our March 31, 2013 and March 31, 2012 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, have a working capital deficit and are currently in default of the payment terms of certain note agreements. These factors raise substantial doubt about our ability to continue as a going concern.
 
RECENTLY ISSUED ACCOUNTING STANDARDS
 
The following describes the recently issued accounting standards used in reporting our financial condition and results of operations. In some cases, accounting standards allow more than one alternative accounting method for reporting. Such is the case with accounting for oil and gas activities described below. In those cases, our reported results of operations would be different should we employ an alternative accounting method.
 
The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the "SEC") under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.  All guidance contained in the Codification carries an equal level of authority.  The Codification superseded all existing non-SEC accounting and reporting standards and all other non-grandfathered, non-SEC accounting literature not included in the Positions or Emerging Issues Task Force Abstracts.  Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right.  ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

In May 2011, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which resulted in common requirements for measuring fair value and for disclosing information about fair value measurement under both U.S. GAAP and International Financial Reporting Standards (IFRS), including a consistent definition of the term "fair value." The amendments were effective beginning in the first quarter of 2012, and did not have a material effect on our  financial statements.
 
In June 2011, the FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income. This update amended the provisions of FASB ASC 220-10 by eliminating the option of reporting other comprehensive income in the statement of changes in stockholders’ equity. Companies will have the option of presenting net income and other comprehensive income in a single, continuous statement of comprehensive income or presenting two separate but consecutive statements of net income and comprehensive income. The new presentation requirements are effective for interim and annual periods beginning after December 15, 2011. The adoption of this standard is not anticipated to have a material impact on our financial statements.
 
 
23

 
 
In September 2011, the FASB issued Accounting Standards Update 2011-08, Testing Goodwill for Impairment. This update amended the provisions of FASB ASC 350-20-35 by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this standard is not anticipated to have a material impact on our financial statements.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its  financial statements.

OFF-BALANCE SHEET ARRANGMENTS.

We have no off-balance sheet arrangements.

IITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

 
24

 
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required by Item 8 are presented in the following order:

TABLE OF CONTENTS
 
Reports of Independent Registered Public Accounting Firms
     F-1  
Reports of Independent Registered Public Accounting Firms
     F-2  
Balance Sheets 
     F-3  
Statements of Operations and Comprehensive Loss
     F-4  
Statements of Stockholders’ Equity (Deficit)
     F-5  
Statements of Cash Flows
     F-6  
Notes to Financial Statements
     F-7  
 
 
 
25

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To The Board of Directors
Technologies Scan Corp
Quebec, Canada
 
We have audited the accompanying  balance sheet of Technologies Scan Corp (the “Company”) as of March 31, 2013 and the related statements of operations, stockholders’ deficit and cash flows for the year ended March 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the  financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for my opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2013 and the results of its operations and its cash flows for the year ended March 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 of the accompanying  financial statements, the Company has incurred losses since inception, has a negative working capital balance at March 31, 2013, and has a retained deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are described in Note 3  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ Patrick Rodgers, CPA, PA
Altamonte Springs, Florida
July 12, 2013
 
 
F-1

 
 
 
Report of Independent Registered Public Accounting Firm
 
To the Directors of
Technologies Scan Corp
 
We have audited the accompanying balance sheet of Technologies Scan Corp (the "Company") (a development stage company) as of March 31, 2012, and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the year ended March 31, 2012 and period March 31, 2009 (Inception) through March 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Technologies Scan Corp (a development stage company) as of March 31, 2012, and the results of its statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year ended March 31, 2012 and period March 31, 2009 (Inception) through March 31, 2012 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in process of continuing its development of its technology and has significant losses as a result of this. The lack of profitable operations raise significant doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 

KBL, LLP

/s/ KBL, LLP
New York, NY
July 16, 2012
 
 
F-2

 
 
TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 
   
MARCH 31,
   
MARCH 31,
 
ASSETS:
 
2013
   
2012
 
CURRENT ASSETS
           
Cash
  $ 721     $ 225  
Other receivable
    1,231       554  
Other current asset
    -       573  
Total current assets
    1,952       1,352  
                 
OTHER ASSETS
               
Deposits
    70,000       -  
Total other assets
    70,000       -  
                 
TOTAL ASSETS
  $ 71,952     $ 1,352  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT:
               
                 
CURRENT LIABILITIES
               
Accounts payable and accrued expenses
  $ 66,230     $ 60,929  
Advances payable to related parties
    175,235       103,042  
Advances payable
    15,000       15,000  
Total current liabilities
    256,465       178,971  
                 
TOTAL LIABILITIES
    256,465       178,971  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Common stock, $0.001 par value; 400,000,000 shares authorized,
               
187,650,000 and 114,150,000 shares issued and outstanding
               
at March 31, 2013 and 2012, respectively
    187,650       114,150  
Additional paid in capital
    81,300       74,300  
Deficit accumulated during the development stage
    (452,280 )     (366,070 )
Accumulated other comprehensive income
    (1,184 )     1  
Total stockholders' deficit
    (184,514 )     (177,619 )
 
               
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 71,952     $ 1,352  

 The accompanying notes are an integral part of these financial statements.

 
F-3

 

TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED MARCH 31, 2013 AND 2012
AND FOR THE CUMULATIVE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH MARCH 31, 2013
 
               
(INCEPTION)
 
         
THROUGH
 
               
MARCH 31,
 
   
2013
   
2012
   
2013
 
                   
REVENUE
  $ -     $ -     $ -  
                         
COST OF REVENUES
    -       -       -  
                         
GROSS PROFIT
    -       -       -  
                         
OPERATING EXPENSES
                       
Professional fees
    52,025       72,053       198,594  
General and administrative
    30,377       30,350       89,892  
Advertising expense
    -       -       1,800  
Research and development
    -       -       157,300  
LOSS FROM OPERATIONS
    82,402       102,403       447,586  
                         
NET LOSS BEFORE OTHER EXPENSE
    (82,402 )     (102,403 )     (447,586 )
                         
OTHER INCOME (EXPENSE)
                       
Foreign currency exchange gain (loss)
    (3,808 )     (227 )     (4,694 )
Total other expense
    (3,808 )     (227 )     (4,694 )
                         
NET LOSS
  $ (86,210 )   $ (102,630 )   $ (452,280 )
                         
WEIGHTED AVERAGE NUMBER OF
                       
SHARES OUTSTANDING
    123,761,918       114,150,000          
                         
BASIC AND DILUTED NET LOSS
                       
PER COMMON SHARE
  $ -     $ -          
                         
COMPREHENSIVE LOSS:
                       
Net loss
  $ (86,210 )   $ (102,630 )   $ (452,280 )
Currency translation adjustment
    (1,185 )     1       (1,184 )
Total comprehensive loss
  $ (87,395 )   $ (102,629 )   $ (453,464 )
 
 The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH MARCH 31, 2013
 
                     
Accumulated
             
               
Additional
   
Other
   
Accumulated
   
Total
 
   
Common Stock
   
Paid-In
   
Comprehensive
   
Deficit Since
   
Stockholders’
 
   
Shares
   
Par Value
   
Capital
   
Income
   
Inception
   
Deficit
 
                                     
Balance - March 31, 2009
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Net Loss for the Period
    -       -       -       -       -       -  
                                                 
Balance -  March 31, 2010
    -       -       -       -       -       -  
                                                 
Common Shares Issued for Services
    79,500,000       79,500       5,000       -       -       84,500  
                                                 
Common Shares Issued for Cash
    34,650,000       34,650       69,300       -       -       103,950  
                                                 
Net loss for the year
    -       -       -       -       (263,440 )     (263,440 )
                                                 
Balance -March 31, 2011
    114,150,000       114,150       74,300       -       (263,440 )     (74,990 )
                                                 
Foreign currency gain
    -       -       -       1       -       1  
                                                 
Net loss for the year
    -       -       -       -       (102,630 )     (102,630 )
                                                 
Balance - March 31, 2012
    114,150,000       114,150       74,300       1       (366,070 )     (177,619 )
                                                 
Foreign currency loss
    -       -       -       (1,185 )     -       (1,185 )
                                                 
Stock issued for services
    3,500,000       3,500       7,000       -       -       10,500  
                                                 
Stock issued in share exchange agreement
    70,000,000       70,000       -       -       -       70,000  
                                                 
Net loss for the year
    -       -       -       -       (86,210 )     (86,210 )
                                                 
Balance- March 31, 2013
    187,650,000       187,650       81,300       (1,184 )     (452,280 )     (184,514 )
 
 The accompanying notes are an integral part of these financial statements.
 
 
F-5

 

TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
FOR YEARS ENDED MARCH 31, 2013 AND 2012
AND FOR THE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH MARCH 31, 2013
 
               
(INCEPTION)
 
         
THROUGH
 
               
MARCH 31,
 
   
2013
   
2012
   
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net (loss)
  $ (86,210 )   $ (102,630 )   $ (452,280 )
Adjustments to reconcile net (loss)
                       
to net cash used in operating activities:
                       
Common stock issued for services
    10,500       -       95,000  
Change in assets and liabilities
                       
Decrease in other current asset
    573       869       -  
(Increase) in other receivables
    (677 )     679       (1,231 )
Increase in accounts payable and accrued expenses
    5,302       51,738       66,231  
Net cash (used in) operating activities
    (70,512 )     (49,344 )     (292,280 )
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from advances payable from related parties
    72,193       33,504       175,235  
Advances payable
    -       15,000       15,000  
Proceeds from the issuance of common stock
    -       -       103,950  
Net cash provided by financing activities
    72,193       48,504       294,185  
EFFECT OF EXCHANGE RATES ON CASH
                       
AND CASH EQUIVALENTS
    (1,185 )     1       (1,184 )
                         
NET INCREASE IN CASH AND CASH EQUIVALENTS
    496       (839 )     721  
                         
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    225       1,064       -  
 
                       
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 721     $ 225     $ 21  
                         
SUPPLEMENTAL NONCASH INVESTING                        
AND FINANCING ACTIVITIES
                       
Common stock issued for subscriptions receivable
  $ -     $ -     $ -  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
Cash paid during the period for:
                       
Interest
  $ -     $ -     $ -  
Income Taxes
  $ -     $ -     $ -  
 
 The accompanying notes are an integral part of these financial statements.
 
 
F-6

 
 
TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2013 AND 2012


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

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented

 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 the corporate formation, the raising of capital and attempting to generate customers for the sale of the Company’s products.
  
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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.

 
F-7

 

The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to estimated useful lives of computer equipment; and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.  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
 
The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be 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 $157,300 of research and development costs associated with its informatic concept and prototype for the year ended March 31, 2013 and for the cumulative period March 31, 2009 (Inception) through March 31, 2013.
 
Foreign Currency Translation and Transaction

The functional currency for Technologies Scan Corp. is the Canadian dollar.  The Company translates assets and liabilities to US dollars using period-end exchange rates and translates revenues and expenses using average exchange rates during the period.  Exchange gains and losses arising from translation are included as a component of other comprehensive income.  

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.
 
Comprehensive Income

Comprehensive loss reflects changes in equity that results from transactions and economic events from non-owner sources.  The Company had $1,184 and $1 in accumulated other comprehensive income for the periods ended March 31, 2013 and 2012, respectively, from its foreign currency translation.  As a result, total comprehensive losses for the periods ended March 31, 2013 and 2012 was $87,395 and $102,629, respectively.
  
 
F-8

 

Fair value of financial instruments measured on a recurring basis

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
 
Level 1
 
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
     
Level 2
 
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
     
Level 3
 
Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s line of credit and notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at March 31, 2013 and March 31, 2012.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

 
F-9

 

Income Tax Provisions

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

Revenue Recognition
 
The criteria for revenue recognition are as follows:
 
1)  
Persuasive evidence of an arrangement exists;
2)  
Delivery has occurred or services have been rendered;
3)  
The seller’s price to the buyer is fixed or determinable, and
4)  
Collectability is reasonably assured.
 
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.
 
Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.  The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.

There were no potentially dilutive shares outstanding for the period ended March 31, 2013 and March 31, 2012.

 
F-10

 

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b.  Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.  trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.  principal owners of the Company; e.  management of the Company; f.  other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.  Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of  or combined financial statements is not required in those statements. The disclosures shall include:  a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies
 
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the  financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s  financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s  financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 
F-11

 
 
Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.
   
Recently Issued Accounting Standards

The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”), which was formerly known as SFAS 168. ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the "SEC") under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.  All guidance contained in the Codification carries an equal level of authority.  The Codification superseded all existing non-SEC accounting and reporting standards and all other non-grandfathered, non-SEC accounting literature not included in the Positions or Emerging Issues Task Force Abstracts.  Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right.  ASUs will serve only to update the Codification, provide background information about the guidance and provide the basis of conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.

In May 2011, the Financial Accounting Standards Board (FASB) issued authoritative guidance regarding Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which resulted in common requirements for measuring fair value and for disclosing information about fair value measurement under both U.S. GAAP and International Financial Reporting Standards (IFRS), including a consistent definition of the term "fair value." The amendments were effective beginning in the first quarter of 2012, and did not have a material effect on our  financial statements.
 
In June 2011, the FASB issued Accounting Standards Update 2011-05, Presentation of Comprehensive Income. This update amended the provisions of FASB ASC 220-10 by eliminating the option of reporting other comprehensive income in the statement of changes in stockholders’ equity. Companies will have the option of presenting net income and other comprehensive income in a single, continuous statement of comprehensive income or presenting two separate but consecutive statements of net income and comprehensive income. The new presentation requirements are effective for interim and annual periods beginning after December 15, 2011. The adoption of this standard is not anticipated to have a material impact on our financial statements.
 
In September 2011, the FASB issued Accounting Standards Update 2011-08, Testing Goodwill for Impairment. This update amended the provisions of FASB ASC 350-20-35 by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this standard is not anticipated to have a material impact on our financial statements.

 
F-12

 

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its  financial statements.
 
NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had an accumulated deficit of $452,280 at March 31, 2013, a net loss of $86,210, and net cash used in operating activities of $70,512 for the year ended March 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 NOTE 4 – STOCKHOLDERS' EQUITY
 
The Company is authorized to issue 400,000,000 shares of common stock, par value of $0.001.
  
In the year ended March 31, 2013 the Company issued 73,500,000 shares of which 70,000,000 shares were issued to iSpeedzone pursuant to the share exchange agreement (later canceled, see note 8) and 3,500,000 shares were issued to consultants for services provided to the Company. The Company valued the shares for services at $0.003, the average price per share paid by previous investors, which resulted in an expense of $10,500.

The Company has not issued any options or warrants to date.
 
 NOTE 5 – ADVANCES PAYABLE

As of March 31, 2013 and March 31, 2012, the Company had advances payable outstanding to a third party of $15,000, respectively.  These advances are non-interest bearing, unsecured and are payable on demand.

NOTE 6 – ADVANCES PAYABLE FROM RELATED PARTIES
 
As of March 31, 2013 and 2012, the Company had advances payable of $78,000, respectively due to two shareholders of the Company.  These advances are non-interest bearing, unsecured and are payable on demand.

 
F-13

 

As of March 31, 2013 and 2012, the Company also had related party advances payable of $97,235 and $25,042, respectively, due to a director who is also a related party shareholder of the Company. These related party advances are non-interest bearing, unsecured and are payable on demand.

NOTE 7 – INCOME TAXES
 
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of March 31, 2013 and 2012:
 
   
March 31,
 
   
2013
   
2012
 
             
Net operating loss carryover
  $ 121,200     $ 95,496  
Less: Valuation allowance
    (121,200 )     (95,496 )
                 
Deferred tax assets, net of valuation allowance
  $ -     $ -  
 
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended March 31, 2013 and 2012 due to the following:

   
March 31,
 
   
2013
   
2012
 
             
Book income
  $ (86,210 )   $ (124,464 )
Other nondeductible expenses
    10,500       28,968  
Valuation allowance
    75,710       95,496  
                 
Provision for income taxes
  $ -     $ -  

At March 31, 2013, the Company had net operating loss carryforwards of approximately $121,200 that may be offset against future taxable income from the year 2014 to 2034. No tax benefit has been reported in the March 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

 
F-14

 

NOTE 8 – CANCELED SHARE EXCHANGE AGREEMENT WITH iSPEEDZONE

The December 31, 2012 10-Q filing mentioned the potential share exchange agreement with iSpeezone. This share exchange agreement was canceled in April of 2013. All transaction prior to December 31, 2012 relating to the share exchange agreement have been reversed. In the three months ended March 31, 2013, the Company issued 70,000,000 shares pursuant to the shares exchange agreement which were then canceled and returned subsequent to March 31, 2013 (see Note 9). The Company has valued these 70,000,000 shares at par and recorded a $70,000 deposit asset on the balance sheet as of March 31, 2013. The deposit asset will be reversed in the following period as the 70,000,000 shares have been returned to the Company.

NOTE 9 – SUBSEQUENT EVENTS

1.  
On April 12, 2013, the board of directors of the Company approved the execution of an agreement of rescission with 6285431 Canada Inc., known as "iSpeedzone", a private company organized under the laws of Canada.  The Company canceled the 70,000,000 common shares issued to ispeedzone on May 8, 2013.

2.  
On May 24, 2013, our board of directors approved the execution of a fifteen year license agreement with Social Geek and Patrick Aube. In accordance with the terms and provisions of the License Agreement, Social Geek granted to us and we accepted the rights to an exclusive license for the Proteina21 products, including marketing, selling, and distributing within the United States of America, subject to the terms and conditions set forth in the License Agreement. In further accordance with the terms and provisions of the License Agreement, we will issue to Social Geek a total of 200,000,000 common shares of our restricted common stock in consideration for the acquisition of the exclusive rights to the Proteina21 license for the United States. As of July 15, 2013 the Company has not issued any shares to Social Geek.


 
F-15

 
 
ITEM 9. CHANGES AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Effective April 16, 2013, our certifying accountant, KBL, LLP ("KBL"), resigned as our independent registered public accounting firm. We engaged Patrick R. Rodgers ("Rodgers") as our principal independent registered public accounting firm effective May 1, 2013. The decision to change our principal independent registered public accounting firm has been approved by our board of directors.
 
The report of KBL on our financial statements for fiscal year ended March 31, 2012 (which included the balance sheet as of March 31, 2012, and the statement of operations, cash flows and stockholders’ equity for the year ended March 31, 2012 (and development stage period from inception through March 31, 2012), did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern.  During our fiscal year ended March 31, 2012 and during the subsequent period through to the date of KBL's resignation, there were no disagreements between us and KBL, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KBL, would have caused KBL to make reference thereto in its report on our audited financial statements.
 
We provided KBL with a copy of the Current Report on Form 8-K and requested that KBL furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not KBL agreed with the statements made in the Current Report on Form 8-K with respect to KBL and, if not, stating the aspects with which they do not agree.  We received the requested letter from KBL wherein it confirmed his agreement to our disclosures in the Current Report with respect to KBL. A copy of KBL's letter was filed as an exhibit to the Current Report filed with the Securities and exchange commission on May 28, 2013.
 
In connection with our appointment of Rodgers as our principal registered accounting firm at this time, we had not consulted Rodgers on any matter relating to the application of accounting principles to a specific transaction, either completed or contemplated, or the type of audit opinion that might be rendered on our financial statements. .
 
ITEM 9A. CONTROLS AND PROCEDURES

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 not effective.

Management’s annual report on internal control over financial reporting.

Our chief executive officer and our chief financial officer are responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) and 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 generally accepted accounting principles and includes those policies and procedures that:

 
26

 
 
·
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 generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; 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, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Our chief executive officer and our chief financial officer assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.

Based on our assessment, our chief executive officer and our chief financial officer believe that, as of March 31, 2013, our internal control over financial reporting is not effective based on those criteria, due to the following:

·  
Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
·  
Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.
 
In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.

Changes in internal control over financial reporting.
 
There were no significant changes in our internal control over financial reporting during the fourth quarter of the year ended March 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B. Other Information.
 
None.
 
27

 
 
PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

Our directors and principal executive officers are as specified on the following table:

Name
 
Age
 
Position
Ghislaine St-Hilaire
  63  
President and a Director
Gilbert Pomerleau
  46  
Secretary, Treasurer, Chief Financial Officer and a Director

Ghislaine St-Hilaire. Ms. St-Hilaire has been our President and a director since April 2010, and devotes approximately 50% of her time to our business.  Since 2007, Ms. St-Hilaire has also been a vice president, secretary and a director for Bio-Solutions Corp, a reporting company, which is currently eligible for the Over the Counter Bulletin Board and OTCQB under the symbol BISU. She is responsible for the daily management of our operations. Ms. St-Hilaire has been working in business management for the past thirty years, with small and medium size businesses, supporting them with her expertise in accounting. She has worked in international business with the Canadian International Development Agency.  Ms. St-Hilaire’s long term of service in business management and her management skills exhibited, and experience obtained, were material considerations that led the board of directors to conclude that Ms. St-Hilaire should serve as a director of the Registrant.
 
Gilbert Pomerleau. Mr. Pomerleau has been our Secretary, Treasurer, Chief Financial Officer and a director since April 2010, and devotes approximately 25% of his time to our business. Since 2007, Mr. Pomerleau has also been vice president, chief financial officer and a director for Bio-Solutions Corp. a reporting company, which is currently eligible for the Over the Counter Bulletin Board and OTCQB under the symbol BISU. In 1980, Mr. Pomerleau started his career in his family business of breeding poultry, pigs and cows. During this time, Mr. Pomerleau developed an interest for new and innovative breeding techniques. The family owned farm produces more than 165,000 chickens per year. Mr. Pomerleau initiated the use of the marine based natural supplements in the daily diet of 30,000 chickens.  In November 2009, Mr. Pomerleau retired from the family farm.  Mr. Pomerleau’s experience in management and prior service as a director were the material considerations that led the board of directors of the Registrant to conclude that Mr. Pomerleau should serve as director of the Registrant.

In accordance with the terms and provisions of the Letter of Intent with iSpeedzone, Danny Gagne was appointed as an Executive Vice President effective October 10, 2012. In accordance with the terms and provisions of the Rescission Agreement, Mr. Gagne resigned effective April 12, 2013.

All directors hold office until the completion of their term of office, which is not longer than one year, or until their successors have been elected.   All officers are appointed annually by the board of directors and, subject to employment agreements (which do not currently exist), serve at the discretion of the board. Currently, our directors receive no compensation.
 
 
28

 

There is no family relationship between any of our officers or directors. For the past ten years, there have been no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony.
  
CORPORATE GOVERNANCE

Committees

Our board of directors does not currently have a compensation committee or nominating and corporate governance committee because, due to the Board of Director’s composition and our relatively limited operations, the board of directors believes it is able to effectively manage the issues normally considered by such committees. Our board of directors may undertake a review of the need for these committees in the future.

Audit Committee and Financial Expert

Presently, the board of directors acts as the audit committee. The board of directors does not have an audit committee financial expert. The board of directors has not yet recruited an audit committee financial expert to join the board of directors because we have only recently commenced a significant level of financial operations.

Code of Ethics

We do not currently have a Code of Ethics that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics.

Director Independence

None of our directors are deemed independent. Our directors also hold positions as officers.
 
ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our principal executive officers during the years ended March 31, 2013 and 2012.
 
    Summary Compensation Table        
Name and Principal Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock Awards ($)
   
Option Awards
($)
   
Non-Equity Incentive Plan Compensation ($)
   
Nonqualified Deferred Compensation Earnings
($)
   
All Other Compensation ($)
   
Total
($)
 
                                                                     
Gilbert Pomerleau,
 
2013
    0       0       0       0       0       0       0       0  
CFO, Treasurer,  
2012
    0       0       0       0       0       0       0       0  
Secretary and Director                                                                    
                                                                     
Ghislaine St-Hilaire,
 
2013
    0       0       0       0       0       0       0       0  
President and Director  
2012
    0       0       0       0       0       0       0       0  
 
 
29

 

OUTSTANDING EQUITY AWARDS

As of March 31, 2013, the following named executive officers had the following unexercised options, stock that has not vested, and equity incentive plan awards:
 
Option Awards
   
Stock Awards
 
Name
 
Number of Securities Underlying Unexercised Options
# Exercisable
   
# Un-exercisable
   
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options
   
Option Exercise Price
   
Option Expiration Date
   
Number of Shares or Units of Stock Not Vested
   
Market Value of Shares or Units Not Vested
   
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights Not Vested
   
Value of Unearned Shares, Units or Other Rights Not Vested
 
                                                                         
Gilbert Pomerleau, CFO, Treasurer, Secretary and Director
    0       0       0       0       0       0       0       0       0  
                                                                         
Ghislaine St-Hilaire, President and Director
    0       0       0       0       0       0       0       0       0  
                                                                         
Danny Gagne, Executive Vice President(1)
    0       0       0       0       0       0       0       0       0  
 
(1) Mr. Gagne was appointed October 10, 2012 and resigned April 12, 2013.   

STOCK OPTIONS//SAR GRANTS. No grants of stock options or stock appreciation rights were made during the fiscal year ended March 31, 2013.
 
LONG TERM INCENTIVE PLANS.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.
 
 
30

 

DIRECTOR COMPENSATION

Our directors received the following compensation for their service as directors during the fiscal year ended March 31, 2013:

   
Fees Earned or Paid in Cash
$
   
Stock Awards
$
   
Option Awards
$
   
Non-Equity Incentive Plan Compensation
$
   
Non-Qualified Deferred Compensation Earnings
$
   
All Other Compensation
$
   
Total
$
 
                                                         
Gilbert Pomerleau
    0       0       0       0       0       0       0  
                                                         
Ghislaine St-Hilaire
    0       0       0       0       0       0       0  

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of our common stock as of July 15, 2013 by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.

Title of Class
 
Name and Address of Beneficial Owner
 
Amount and Nature of Beneficial Owner
 
Percent of Class (1)
             
Common Stock
 
Gilbert Pomerleau (2)
331 Labelle, St-Jerome, Quebec,
Canada, J7Z 5L2
 
13,650,000 shares,
CFO, Secretary, Treasurer,
Director
 
11.60%
             
Common Stock
 
Ghislaine St-Hilaire
331 Labelle, St-Jerome, Quebec,
Canada, J7Z 5L2 
 
41,965,000 shares,
President,
Director
 
35.67%
             
Common Stock
 
All directors and named executive
officers as a group (3 persons)
 
55,615,000 shares
 
 
47.27%
 
(1)
Percentage of beneficial ownership of our common stock is based on 117,650,000 shares of common stock outstanding as of the date of the table.
(2)
Gilbert Pomerleau, our Chief Financial Officer, Secretary, Treasurer, and a director, directly owns an aggregate 13,650,000 shares.
   
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees.  Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
 
 
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Changes in Control

Our management is not aware of any arrangements which may result in “changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.   
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions.
 
As of March 31, 2013 and 2012, the Company had advances payable of $78,000, respectively due to two shareholders of the Company.  These advances are non-interest bearing, unsecured and are payable on demand.

As of March 31, 2013 and 2012, the Company also had related party advances payable of $97,235 and $25,042, respectively, due to a director who is also a related party shareholder of the Company.   These related party advances are non-interest bearing, unsecured and are payable on demand.
 
There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

ITEM 14. PRINCI[PAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed for the fiscal years ended March 31, 2013 and 2012 for professional services rendered by the principal accountant as well as the previous accountant KBL, LLP for the audit of our annual financial statements and quarterly review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $20,000 and $26,000, respectively.
 
Audit-Related Fees

For the fiscal years ended March 31, 2013 and 2012, there were no fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under “Audit Fees.”
 
Tax Fees

For the fiscal years ended March 31, 2013 and 2012, there were no fees billed for services for tax compliance, tax advice, and tax planning work by our principal accountants.

All Other Fees

None.

Pre-Approval Policies and Procedures

Prior to engaging our accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.  

 
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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)  
Financial Statements.

Included in Item 8

(b)  
Exhibits required by Item 601.

Exhibit No.
 
Description
     
3.1 
 
Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
3.2 
 
Certificate of Amendment to Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
3.3 
 
Bylaws, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
10.1
 
 
Letter of Intent between Technologies Scan Corp. and 6285431 Canada Inc. dated September 5, 2012 incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2012.
10.2
 
 
Rescission Agreement between Technologies Scan Corp. and 6285431 Canada Inc. dated April 12, 2013 incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2013.
10.3
 
Letter of Intent between Technologies Scan Corp. and Social Geek Media Inc. dated April 6, 2013 incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2013.
10.4
 
Memorandum of Amendment between Technologies Scan Corp. and Social Geek Media Inc. dated May 17, 2013 incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2013.
16.1
 
Letter from KBL LLP dated May 24, 2013 incorporated by reference to Exhibit 16.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2013.
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*
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*
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*
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**
101.sch 
 
XBRL Taxonomy Schema**
101.cal 
 
XBRL Taxonomy Calculation Linkbase**
101.def
 
XBRL Taxonomy Definition Linkbase**
101.lab
 
XBRL Taxonomy Label Linkbase**
101.pre
 
XBRL Taxonomy Presentation Linkbase**
_____________
*           Filed herewith.
**        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.
 
 
33

 

 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.
 
Technologies Scan Corp.,
a Nevada corporation
 
July 15, 2013
By:  
/s/ Ghislaine St-Hilaire
 
   
Ghislaine St-Hilaire
 
 
Its:
President, Director
(Principal Executive Officer)
       
       
July 15, 2013
By:  
/s/ Gilbert Pomerleau
 
   
Gilbert Pomerleau
 
 
Its:
Chief Financial Officer, Secretary, Treasurer, Director
(Principal Financial and Accounting Officer)
 
 
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. 

 
By:
/s/ Ghislaine St-Hilaire
 
July 15, 2013
 
Ghislaine St-Hilaire
     
Its:
President, Director
     
 
(Principal Executive Officer)
     

 
By:
/s/ Gilbert Pomerleau
 
July 15, 2013
 
Gilbert Pomerleau
     
Its:
Chief Financial Officer, Secretary, Treasurer, Director
     
 
(Principal Financial and Accounting Officer)
     

 

34