0001477932-14-001141.txt : 20140319 0001477932-14-001141.hdr.sgml : 20140319 20140319111003 ACCESSION NUMBER: 0001477932-14-001141 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20120331 FILED AS OF DATE: 20140319 DATE AS OF CHANGE: 20140319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Technologies Scan Corp CENTRAL INDEX KEY: 0001512922 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 990363559 STATE OF INCORPORATION: A8 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-173569 FILM NUMBER: 14703164 BUSINESS ADDRESS: STREET 1: 77, 52ND AVENUE CITY: ST.-HIPPOLYTE STATE: A8 ZIP: J8A 3L3 BUSINESS PHONE: (438) 500-1309 MAIL ADDRESS: STREET 1: 77, 52ND AVENUE CITY: ST.-HIPPOLYTE STATE: A8 ZIP: J8A 3L3 10-K/A 1 tenp_10ka.htm FORM 10-K/A tenp_10ka.htm


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

FORM 10-K/A
AMENDMENT NO. 2

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended March 31, 2012
 
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
Smaller reporting company
x
(Do not check if a smaller reporting company)
   
 
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. As of September 30, 2011, approximately $117,450.
 
As of June 11, 2012, there were 114,150,000 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.



 
 

 
 
EXPLANATORY NOTE
 
This Amendment No. 2 on Form 10-K/A of Technologies Scan Corp. (the “Registrant”) amends the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2012 (the "Annual Report") as filed by the Registrant with the Securities and Exchange Commission on July 16, 2012, and is being filed solely to check the correct box regarding the shell status of the Registrant. The Registrant has never been and is not currently a shell corporation as defined in Rule 230.405 of the Securities Act. The amendment no. 1 to the Annual Report as filed by the Registrant with the Securities and Exchange Commission reflected a check in the box regarding shell status. The original Annual Report correctly identified that the Registrant is not a shell company.
 
 
2

 
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
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*
 
*
Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed on July 17, 2012.
**
Filed herewith.
 
 
3

 

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.,
Nevada corporation
 
       
March 17, 2014
By:
/s/ Ghislaine St-Hilaire
 
 
 
Ghislaine St-Hilaire
 
 
Its:
President, Director
 
 
(Principal Executive Officer)
 
       
March 17, 2014
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. 
 
 
March 17, 2014
By:
/s/ Ghislaine St-Hilaire  
    Ghislaine St-Hilaire  
  Its: President, Director  
    (Principal Executive Officer)  
 
March 17, 2014
By:
/s/ Gilbert Pomerleau  
    Gilbert Pomerleau  
  Its: Chief Financial Officer, Secretary, Treasurer, Director  
    (Principal Financial and Accounting Officer)  
 
 
4

 
EX-31.1 2 tenp_ex311.htm CERTIFICATION tenp_ex311.htm
EXHIBIT 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
 
I, Ghislaine St-Hilaire, certify that:
 
1.
I have reviewed this amended annual report on Form 10-K/A of Technologies Scan Corp.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)
All significant deficiencies and material weaknessess in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date: March 17, 2014
By:
/s/ Ghislaine St-Hilaire  
    Ghislaine St-Hilaire,  
    Chief Executive Officer, President  
    (Principal Executive Officer)  
 
EX-31.2 3 tenp_ex312.htm CERTIFICATION tenp_ex312.htm
EXHIBIT 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
 
I, Gilbert Pomerleau, certify that:
 
1.
I have reviewed this amended annual report on Form 10-K/A of Technologies Scan Corp.;
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date: March 17, 2014
By:
/s/ Gilbert Pomerleau  
    Gilbert Pomerleau  
    Chief Financial Officer, Treasurer  
    (Principal Financial Officer)  
 
EX-32.1 4 tenp_ex321.htm CERTIFICATION tenp_ex321.htm
EXHIBIT 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
 
In connection with the amended Annual Report of Technologies Scan Corp., a Nevada corporation (the “Company”) on Form 10-K/A for the year ending March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ghislaine St-Hilaire, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
A signed original of this written statement required by Section 906 has been provided to the Company, and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
March 17, 2014
By:
/s/ Ghislaine St-Hilaire  
    Ghislaine St-Hilaire  
    Chief Executive Officer, President  
    (Principal Executive Officer)  
EX-32.2 5 tenp_ex322.htm CERTIFICATION tenp_ex322.htm
EXHIBIT 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
 
In connection with the amended Annual Report of Technologies Scan Corp. a Nevada corporation (the “Company”) on Form 10-K/A for the year ending March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Gilbert Pomerleau, Chief Financial Officer and Treasurer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
A signed original of this written statement required by Section 906 has been provided to the Company, and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 
 
March 17, 2014
By:
/s/ Gilbert Pomerleau  
    Gilbert Pomerleau  
    Chief Financial Officer, Treasurer  
    (Principal Financial Officer)