Attached files
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| EX-10.1 - MEMORANDUM OF AMENDMENT - PetVivo Holdings, Inc. | tenp_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 17, 2013
Date of Report (Date of earliest event reported)
TECHNOLOGIES SCAN CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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333-173569
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99-0363559
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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331 Labelle, St-Jerome
Quebec, Canada
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J7Z 5L2
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(Address of principal executive offices)
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(Zip Code)
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(855) 492-5245
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Memorandum of Amendment
The Board of Directors (the "Board") of Technolgies Scan Corp., a Nevada corporation (the "Company"), previously approved the execution of a letter of intent dated as of April 27, 2013 (the "Letter of Intent"), with Social Geek Media Inc., a private company organized under the laws of Canada ("Social Geek"). Both the Company and Social Geek needed to complete their respective due diligence by May 7, 2013.
On May 17, 2013, the Company entered into a memorandum of amendment with Social Geek (the "Memorandum of Amendment"). Pursuant to the Memorandum of Amendment, the parties now have until May 30, 2013 to complete their respective due diligence. In the event both parties are satisfied with its due diligence, the Company and Social Geek shall execute a detailed license agreement, electronic commerce supporting agreement and any other documentation sa reuqired.
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 comercialization strategy, inclduing an online automated platform to accept orders, process payment, ship products and provide customer support, for its Proteina21 Products. In accordance with the terms and provisions of the Letter of Intent, the Company will acquire an exclusive license to market and sell the Proteina21 Products for the entire territory of the Untied States, which shall be divided into four regions to be developed in the following order: North East, Midwest, South and West. In further accordance with the terms and provisions of the Letter of Intent, the Company agrees to pay Social Geek a total of 200,000,000 shares of its common stock as consideration for the acquisition of the exclusive license for the first region, the North East. Additional rights for the commercialization in the three other terriroties shall be provided for in the definitive license agreement and would be based on results from operations by the Company in the North East. Lastly, the Company shall have a right of first refusal in the event Social Geek undertakes to market and distirbute its Proteina21 Products in Europe.
The Company shall provide for a financing of $100,000 at the closing of a definitive license agreement under certain terms and conditions.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
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Description
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| 10.1 | Memorandum of Amendment between Technology Scan Corp. and Social Geek Media Inc. dated May 17, 2013. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TECHNOLOGIES SCAN CORP. | |||
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DATE: May 20, 2013
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By:
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/s/ Ghislaine St-Hilaire | |
| Name: | Ghislaine St-Hilaire | ||
| Title: | President | ||
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