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Technologies Scan Corporation
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(Name of small business issuer in its charter)
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Nevada
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99-0363559
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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331 LaBelle
St.-Jerome, Quebec
Canada J7Z 5L2
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(Address of principal executive offices)
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(855) 492-5245
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(Issuer’s telephone number)
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered:
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, $0.001
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(Title of Class)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Class
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Outstanding as of August 15, 2013
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Common Stock, $0.001
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117,650,000 |
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Page
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Part I.
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Financial Information
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Item 1.
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Financial Statements
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3 | |||
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Balance sheets
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3 | ||||
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Statements of Operations
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4 | ||||
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Statements of Cash Flows
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5 | ||||
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Notes to Financial Statements
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6 | ||||
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Item 2.
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Management's Discussion and Analysis of Financial
Condition and Results of Operations
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14 | |||
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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19 | |||
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Item 4.
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Controls and Procedures
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19 | |||
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Part II.
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OTHER INFORMATION
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Item 1.
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Legal Proceedings
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22 | |||
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Item 1A.
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Risk Factors
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22 | |||
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Item 2.
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Unredgistered Sales of Equity Securities and Use of Proceeds
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22 | |||
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Item 3.
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Defaults Upon Senior Securities
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23 | |||
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Item 4.
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Mine Saftey Disclosures
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23 | |||
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Item 5.
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Other Information
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23 | |||
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Item 6.
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Exhibits
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25 | |||
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TECHNOLOGIES SCAN CORP.
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(A DEVELOPMENT STAGE COMPANY)
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BALANCE SHEETS
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JUNE 30,
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MARCH 31,
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2013
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2013
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ASSETS:
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(Unaudited)
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(Audited)
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CURRENT ASSETS
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Cash
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$ | 265 | $ | 721 | ||||
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Other receivable
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1,433 | 1,231 | ||||||
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Total current assets
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1,698 | 1,952 | ||||||
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OTHER ASSETS
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Deposits
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- | 70,000 | ||||||
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Total other assets
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- | 70,000 | ||||||
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TOTAL ASSETS
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$ | 1,698 | $ | 71,952 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 76,820 | $ | 66,230 | ||||
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Advances payable to related parties
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197,808 | 190,235 | ||||||
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Total current liabilities
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274,628 | 256,465 | ||||||
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TOTAL LIABILITIES
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274,628 | 256,465 | ||||||
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STOCKHOLDERS' EQUITY (DEFICIT)
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Common stock, $0.001 par value; 400,000,000 shares authorized,
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117,650,000 and 187,650,000 shares issued and outstanding
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at June 30, and March 31, 2013, respectively
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117,650 | 187,650 | ||||||
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Additional paid in capital
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81,300 | 81,300 | ||||||
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Deficit accumulated during the development stage
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(470,696 | ) | (452,279 | ) | ||||
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Accumulated other comprehensive income
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(1,184 | ) | (1,184 | ) | ||||
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Total stockholders' equity (deficit)
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(272,930 | ) | (184,513 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 1,698 | $ | 71,952 | ||||
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TECHNOLOGIES SCAN CORP.
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
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FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012
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AND FOR THE CUMULATIVE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH JUNE 30, 2013
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FOR THE THREE MONTHS ENDED
JUNE 30,
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MARCH 31, 2009
(INCEPTION)
JUNE 30,
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2013
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2012
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2013
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(Unaudited)
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(Unaudited)
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REVENUE
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$ | - | $ | - | $ | - | ||||||
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COST OF REVENUES
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- | - | - | |||||||||
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GROSS PROFIT
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- | - | - | |||||||||
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OPERATING EXPENSES
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Professional fees
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16,630 | 13,605 | 215,224 | |||||||||
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General and administrative
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1,661 | 9,627 | 91,552 | |||||||||
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Advertising expense
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- | - | 1,800 | |||||||||
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Research and development
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- | - | 157,300 | |||||||||
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LOSS FROM OPERATIONS
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18,291 | 23,232 | 465,876 | |||||||||
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NET LOSS BEFORE OTHER EXPENSE
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(18,291 | ) | (23,232 | ) | (465,876 | ) | ||||||
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OTHER INCOME (EXPENSE)
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Foreign currency exchange gain (loss)
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(126 | ) | (502 | ) | (4,820 | ) | ||||||
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Total other expense
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(126 | ) | (502 | ) | (4,694 | ) | ||||||
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NET LOSS
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$ | (18,417 | ) | $ | (23,734 | ) | $ | (470,696 | ) | |||
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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126,205,556 | 114,150,000 | ||||||||||
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BASIC AND DILUTED NET LOSS PER COMMON SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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COMPREHENSIVE LOSS:
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Net loss
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$ | (18,417 | ) | $ | (23,734 | ) | $ | (470,696 | ) | |||
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Currency translation adjustment
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- | 312 | (1,184 | ) | ||||||||
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Total comprehensive loss
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$ | (18,417 | ) | $ | (23,422 | ) | $ | (471,880 | ) | |||
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TECHNOLOGIES SCAN CORP.
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF CASH FLOW
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FOR THE THREE MONTHS ENDED JUNE 30, 2013 AND 2012
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AND FOR THE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH JUNE 30, 2013
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FOR THE THREE MONTHS ENDED,
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MARCH 31, 2009
(INCEPTION)THROUGH
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JUNE 30,
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JUNE 30,
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JUNE 30,
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2013
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2012
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2013
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(Unaudited)
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(Unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net (loss)
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$ | (18,417 | ) | $ | (23,734 | ) | $ | (470,696 | ) | |||
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Adjustments to reconcile net (loss)
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to net cash used in operating activities:
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Common stock issued for services
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- | - | 95,000 | |||||||||
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Change in assets and liabilities
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Decrease (increase) in other current asset
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- | 573 | - | |||||||||
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Increase in other receivables
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(202 | ) | (662 | ) | (1,433 | ) | ||||||
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Increase in accounts payable and accrued expenses
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10,590 | 1,019 | 76,820 | |||||||||
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Net cash used in operating activities
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(8,029 | ) | (22,804 | ) | (300,309 | ) | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from advances payable from related parties
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7,573 | 22,652 | 197,808 | |||||||||
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Proceeds from the issuance of common stock
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- | - | 103,950 | |||||||||
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Net cash provided by financing activities
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7,573 | 22,652 | 301,758 | |||||||||
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EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
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- | 312 | (1,184 | ) | ||||||||
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NET INCREASE IN CASH AND CASH EQUIVALENTS
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(456 | ) | 160 | 265 | ||||||||
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CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
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721 | 225 | - | |||||||||
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CASH AND CASH EQUIVALENTS - END OF PERIOD
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$ | 265 | $ | 385 | $ | 265 | ||||||
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Cash paid during the period for:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income Taxes
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$ | - | $ | - | $ | - | ||||||
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Level 1
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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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.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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1)
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Persuasive evidence of an arrangement exists;
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2)
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Delivery has occurred or services have been rendered;
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3)
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The seller’s price to the buyer is fixed or determinable, and
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4)
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Collectability is reasonably assured.
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1.
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On July 31, 2013, we issued a 12% convertible debenture in the principal amount of $100,000 to 6287182 Canada Inc., a private corporation organized under the laws of Canada. In accordance with the terms and provisions of the 6287182 Canada Debenture, we may redeem by paying the principal plus accrued interest and 6287182 Canada has the right to convert the principal into shares of our restricted common stock at a per share price equal to 80% of the average closing price for 5 consecutive days prior to notice of conversion. The 6287182 Canada Debenture is due July 31, 2016 and accrues interest at the rate of 12% per annum. The Company is required to pay the accrued interest quarterly commencing on the date of execution and quarterly thereafter.
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2.
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On July 17, 2013, we issued a 12% convertible debenture in the principal amount of $50,000 to Brevets Futek MSM Ltee, a private corporation organized under the laws of Canada. In accordance with the terms and provisions of the convertible debenture, the Company may redeem by paying the principal plus accrued interest. Brevets Futek MSM Ltee has the right to convert the principal into shares of our restricted common stock at a per share price equal to 80% of the average closing price for 5 consecutive days prior to notice of conversion. The convertible debenture is due July 17, 2016 and accrues interest at the rate of 12% per annum. The Company is required to pay the accrued interest quarterly commencing on the date of execution and quarterly thereafter
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●
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
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●
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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
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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.
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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.
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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.
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Exhibit No.
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Description
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3.1
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Articles of Incorporation, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
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3.2
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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
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3.3
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Bylaws, incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 filed on April 18, 2011
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10.1
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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.
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10.2
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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.
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10.3
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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.
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10.4
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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.
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10.5
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License Agreement dated May 28, 2013 among Technologies Scan Corp., Social Geek Media Inc. and Patrick Aube incorporated by reference to Exhibit 10.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2013.
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10.6
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Addendum to License Agreement dated May 28, 2013 among Technologies Scan Corp., Social Geek Media Inc. and Patrick Aube incorporated by reference to Exhibit 10.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2013
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| 10.7 |
12% Convertible Debenture dated July 31, 2013 between Technologies Scan Corporation and 6287182 Canada Inc. incorporated by reference to Exhibit 10.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2013
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| 10.8 |
12% Convertible Debenture dated July 17, 2013 between Technologies Scan Corporation and Brevets Futek MSM Ltee. incorporated by reference to Exhibit 10.02 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2013
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16.1
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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.
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31.1
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Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
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31.2
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Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002*
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32.1
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Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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32.2
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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*
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101.INS
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XBRL Instance Document**
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101.SCH
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XBRL Taxonomy Schema**
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101.CAL
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XBRL Taxonomy Calculation Linkbase**
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101.DEF
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XBRL Taxonomy Definition Linkbase**
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101.LAB
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XBRL Taxonomy Label Linkbase**
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101.PRE
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XBRL Taxonomy Presentation Linkbase**
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Date: August 16, 2013
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By:
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/s/ Ghislaine St-Hilaire
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Ghislaine St-Hilaire
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Its:
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President, Director
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Date: August 16, 2013
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By:
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/s/ Gilbert Pomerleau
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Gilbert Pomerleau
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Its:
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Chief Financial Officer, Secretary, Treasurer, Director
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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