PetVivo Holdings, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - PetVivo Holdings, Inc.	Financial_Report.xls
EX-32.2 - CERTIFICATION - PetVivo Holdings, Inc.	tenp_ex322.htm
EX-32.1 - CERTIFICATION - PetVivo Holdings, Inc.	tenp_ex321.htm
EX-31.1 - CERTIFICATION - PetVivo Holdings, Inc.	tenp_ex311.htm
EX-31.2 - CERTIFICATION - PetVivo Holdings, Inc.	tenp_ex312.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended December 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 No. 333-141060

Technologies Scan Corporation

(Name of small business issuer in its charter)

Nevada		99-0363559
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

77, 52nd Avenue

St. Hippolyte, Quebec

Canada J8A 3L3

(Address of principal executive offices)

(438) 500-1309

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:		Name of each exchange on which registered:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001
(Title of Class)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 (Section 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. Yes o No x

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class		Outstanding as of February 14, 2014
Common Stock, $0.001		122,650,000

TECHNOLOGIES SCAN CORP

Form 10-Q

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements		3
	Balance sheets		3
	Statements of Operations		4
	Statements of Cash Flows		5
	Notes to Financial Statements		6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		22
Item 4.	Controls and Procedures		24

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings		25
Item 1A.	Risk Factors		25
Item 2.	Unredgistered Sales of Equity Securities and Use of Proceeds		25
Item 3.	Defaults Upon Senior Securities		26
Item 4.	Mine Saftey Disclosures		26
Item 5.	Other Information		26
Item 6.	Exhibits		28

PART I

ITEM 1. FINANCIAL STATEMENTS

TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

	DECEMBER 31,			MARCH 31,
	2013			2013
ASSETS:
CURRENT ASSETS
Cash	$	770		$	721
Other receivable		1,729			1,231
Prepaid Expenses		20,000			-
Total current assets		22,499			1,952

OTHER ASSETS
Deposits		-			70,000
Total other assets		-			70,000

TOTAL ASSETS	$	22,499		$	71,952

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
CURRENT LIABILITIES:
Note Payable	$	150,000
Accounts payable and accrued expenses		71,610			66,230
Derivative liability		643,232
Advances payable to related parties		199,434			190,235
Total current liabilities		1,064,276			256,465

TOTAL LIABILITIES		1,064,276			256,465

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 400,000,000 shares authorized,
122,650,000 shares and 187,650,000 shares issued @.001		122,650			187,650
Additional paid in capital		100,300			81,300
Deficit accumulated during the development stage		(1,263,543	)		(452,279	)
Accumulated other comprehensive income		(1,184	)		(1,184	)
Total stockholders' equity (deficit)		(1,041,777	)		(184,513	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	22,499		$	71,952

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

TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2013
AND FOR THE CUMULATIVE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH DECEMBER 31, 2013

	FOR THE THREE MONTHS ENDED						FOR THE NINE MONTHS ENDED						MARCH 31, 2009 (INCEPTION)
	DEC 31,			DEC 31,			DEC 31,			DEC 31,			THROUGH
	2013			2012			2013			2012			DEC 31, 2013

REVENUE	$	-		$	-		$	-		$	-		$	-

COST OF REVENUES		-			-			-			-			-

GROSS PROFIT		-			-			-			-			-

OPERATING EXPENSES
Professional fees		15,238			17,524			46,455			48,179			245,049
General and administrative		3,332			3,562			7,216			18,864			97,107
Derivative Expense		(123,951	)		-			643,232			-			645,032
Research and development		10,482			-			114,249			-			271,549
LOSS FROM OPERATIONS		(94,899	)		21,086			811,152			67,043			1,258,737

NET INCOME (LOSS) BEFORE OTHER EXPENSE		94,899			(21,086	)		(811,152	)		(67,043	)		(1,258,737	)

OTHER INCOME (EXPENSE)
Foreign currency exchange gain (loss)		28			(543	)		(111	)		(3,808	)		(4,806	)
Total other expense		28			(543	)		(111	)		(3,808	)		(4,806	)

NET INCOME (LOSS)	$	94,927		$	(21,629	)	$	(811,263	)	$	(70,851	)	$	(1,263,543	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		119,280,435			159,204,945			121,032,354			129,059,091

BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

COMPREHENSIVE INCOME (LOSS):
Net Income (loss)	$	94,927		$	(21,629	)	$	(811,263	)	$	(70,851	)	$	(1,263,543	)
Currency translation adjustment		(13	)		(24	)		(139	)		15			(1,184	)
Total comprehensive Income (loss)	$	94,914		$	(21,653	)	$	(811,402	)	$	(70,836	)	$	(1,264,727	)

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

TECHNOLOGIES SCAN CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
FOR THE NINE MONTHS ENDED DECEMBER 31, 2013
AND FOR THE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH DECEMBER 31, 2013

	FOR THE NINE MONTHS ENDED						MARCH 31, 2009 (INCEPTION)THROUGH
	DECEMBER 31,			DECEMBER 31,			DECEMBER 31,
	2013			2012			2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(811,263	)	$	(70,851	)	$	(1,263,543	)

Adjustments to reconcile net (loss) to net cash used in operating activities:
Common stock issued for services		4,000			1,459			99,000
Change in assets and liabilities
Increase in Derivvative		643,232						643,232
Decrease (increase) in other current asset		-			573			-
Increase in other receivables		(498	)		(910	)		(1,729	)
Increase in accounts payable and accrued expenses		5,380			9,884			71,610
Net cash (used in) operating activities		(159,149	)		(59,845	)		(451,430	)
CASH FLOWS FROM FINANCING ACTIVVITIES:
Debt Financing		150,000						150,000
Proceeds from advances payable from related parties		9,198			63,140			199,434
Proceeds from the issuance of common stock		-			-			103,950
Net cash provided by financing activities		159,198			63,140			453,384

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		-			16			(1,184	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		49			3,311			770

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		721			225			-

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	770		$	3,536		$	770

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.

TECHNOLOGIES SCAN CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

December 31, 2013

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.

On May 28, 2013, the Company’s Board of Directors voted to appoint the president of Social Geek Media, Patrick Aubé, as chief executive officer of the Corporation. According, the current Chief Executive Officer Ghislaine St-Hilaire will no longer be CEO but be appointed Executive Vice President. The change in CEO is related to the licensing agreement signed with Social Geed Media which is described in Note 4.

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 accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

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.

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 $271,549 of research and development costs associated with its informatic concept and prototype for the cumulative period March 31, 2009 (Inception) through December 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 $0 in accumulated other comprehensive losses for the nine months ended December 31, 2013 and 2012, respectively, from its foreign currency translation. As a result, total comprehensive losses for the nine months ended December 31, 2013 and 2012 was $111 and $308, respectively.

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 December 31, 2013 and March 31, 2013.

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.

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 December 31, 2013 and March 31, 2013.

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; . adescription 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. aamounts 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.

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.

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 $1,263,543 at December 31, 2013, a net loss of $811,263, and net cash used in operating activities of $159,849 for the nine months ended December 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 – LICENSING AGREEMENTS

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 August 5, 2013 the Company has not yet issued any shares to Social Geek.

One of our directors, Gilbert Pomereau, is the majority shareholder of 6444245 Canada, Inc., which is the majority shareholder in Social Geek. In accordance with the board of director resolutions, Mr. Pomereau and the board of directors acknowledged the conflict of interest and Mr. Pomereau's fiduciary duties to the Company. Based on the board of directors analysis of the transaction and economic opportunities presented to the Company, the board of directors determined that it was in the best interests of the Company and its shareholders to proceed with closing the transaction with Social Geek.

This agreement was cancelled in November 2013 and costs incurred were expensed.

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.

NOTE 5 – RELATED PARTY TRANSACTIONS

Advances from Related Parties

As of December 31, 2013 we had advances payable of $78,000 due to six of our shareholders. These advances are non-interest bearing and unsecured.

As of December 31, 2013 we had related party advances of $121,434 a due to a director who is also a majority shareholder. These related party advances are non-interest bearing, unsecured, and payable on demand.

The total of the two amounts are shown on the balance sheet totaling $199,234.

Licensing Agreement

A director of the Company, Gilbert Pomereau is also a majority shareholder in Social Geek whom the Company has currently executed a licensing agreement described in Note 4.

NOTE 6 – NOTE PAYABLE/DERIVATIVE LIABILITY

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.

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

The Company has calculated under the black scholes module a derivative expense and liability of $643,232 reflecting the discount offered.

NOTE 7 – 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.

In the three months ended June 30, 2013, the Company cancelled and was returned the 70,000,000 shares issued to iSpeedzone.

On December 1, 2013 the Company issued to a consultant 5,000,000 shares for services whereby the services are rendered over a six month period. The company valued these shares at market which was a total of $24,000 and recognized 1/6 as an expense in the period as stock for services expense which is shown under professional fees in the statement of operations.

The Company has not issued any options or warrants to date.

NOTE 8 – CANCELED SHARE EXCHANGE AGREEMENT WITH iSPEEDZONE

The December 31, 2012 10-Q filing mentioned the potential share exchange agreement with iSpeezone. All transactions 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. The Company valued these 70,000,000 shares at par and recorded a $70,000 deposit asset on the balance sheet as of March 31, 2013.

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 and wrote off the deposit asset of $70,000.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

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.

Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Technologies Scan," refers to Technologies Scan Corp.

PETVIVO

Our Board of Directors approved the execution of a term sheet dated as of February 10, 2014 (the "Term Sheet"), with PetVivo Inc., a a private company organized under the laws of the State of Minnesota ("PetVivo"). In accordance with the terms and provisions of the Term Sheet: (i) we shall enter into a share exchange agreement with PetVivo pursuant to which the shareholders of PetVivo (the "PetVivo Shareholders") shall tender all of the issued and outstanding shares of common stock of PetVivo to us in exchange for the issuance by us of our shares of restricted common stock to the PetvVivo Shareholders representing an equity interest of 94% of our then total issued and outstanding shares of common stock; (ii) we shall satisfy all of our outstanding debts within sixty days after closing; and (iii) PetVivo shall be responsible for providing all licensing and option agreements that are currently in existence and effective with Gel-Del and any other entities.

PetVivo is an emerging biomedical device company focused on the licensing and commercialization of innovating medical devise for pets or pet therapeutics. PetVivo believes that it can leverage the investments in the human biomaterials and medical device industries to commercialize therapeutics for pets. Their strategy is to in-license proprietary products from human medical device companies specifically for use in pets.

A key component is the accelerated timeline to revenues for veterinary medical devices, which enter the market much earlier than the more stringently regulated pharmaceuticals. PetVivo has secured exclusive rights to its first product, an osteoarthritis medical device, which has been shown to be both safe and efficacious. PetVivo believes the administration of their initial therapeutic devices exceeds the benefits of those found in current remedies. Therefore, the commercialization of PetVivo's initial therapeutic devices will provide veterinarians and pet owners safe, effective and long-lasting treatment options to improve the pet's quality of life.

As of the date of this Quarterly Report, both parties need to complete their respective due diligence. In the event both parties are satisfied with its due diligence, we shall execute with PetVivo a definitive share exchange agreement and any other documentation as required.

FEDTECH SERVICES INC.

Our Board of Directors previously approved the execution of a letter of intent dated as of December 16, 2013 (the "Letter of Intent"), with FedTech Services, Inc., a private company organized under the laws of the State of Delaware ("FedTech"). In accordance with the terms and provisions of the Letter of Intent: (i) we were to enter into a share exchange agreement with FedTech pursuant to which the shareholders of FedTech (the "FedTech Shareholders") would tender all of the issued and outstanding shares of common stock of FedTech to us in exchange for the issuance by us of our shares of restricted common stock to the FedTech Shareholders representing an equity interest of 30%; (ii) FedTech would submit two general performance benchmarks pertaining to future equity ownership interest in us, which dates were to be June 30, 2014 whereby FedTech's gross revenue would be $4,000,000 ("June 2014 Benchmark") and August 31, 2014 whereby FedTech's gross revenue would be $6,000,000 ("August 2014 Benchmark"); and (iii) in the event the June 2014 Benchmark was exceeded by 35%, FedTech would not be required to meet the August 2014 Benchmark and the terms of the share exchange agreement would be deemed to have been met and final transfer of equity interest would have been made by us to the TedTech Shareholders resulting in a 65% equity interest.

On January 31, 2014, we mutually agreed with FedTech to terminate the Letter of Intent.

SOCIAL GEEK MEDIA INC.

Previously, our Board of Directors approved the execution of a binding 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"). Social Geek was the developer of a line of food supplement and nutritional products known under the brand name "Proteina21" (the "Proteina21 Products"), including a marketing and commercialization strategy and online automated platform to accept orders, process payment, ship products and provide customer support for its Proteina21 Products

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. In further accordance with the terms and provisions of the License Agreement, we issued 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. 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 had 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.

Rescission Agreement

On November 9, 2013, we entered into that certain rescission agreement with Social Geek and Aube (the "Rescission Agreement"), regarding the Letter of Intent and the License Agreement. The Company, Social Geek and Aube have decided that it is not in our best interests to proceed with commercial and operational activities involving the Proteina21 Products. In accordance with the terms and provisions of the Rescission Agreement: (i) the Letter of Intent and License Agreement and all associated transactions have been deemed rescinded, null and void; (ii) the parties have mutually released one another from any and all claims relating to the Letter of Intent and the License Agreement; (iii) we shall change our place of principal business to St.-Hippolyte, Quebec, Canada; and (iv) Aube shall resign as our President/Chief Executive Officer and a member of the Board of Directors and Michel Lebeuf shall resign as our Vice President of Legal Affairs and Corporate Development. The 200,000 shares previously issued to Social Geek shall be cancelled and returned to treasury.

iSPEEDZONE

Our 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 coordinateion, 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.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report. 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 Quarterly Report. Our reviewed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We are a development stage company and have not generated any revenue. We have incurred recurring losses since inception. 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 believe 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.

Nine Month Period Ended December 31, 2013 Compared to Nine Month Period Ended December 31, 2012.

Our comprehensive net loss for the nine month period ended December 31, 2013 was $811,263 compared to a comprehensive net loss of $70,851 during the nine month period ended December 31, 2012, an increase of $740,412. We generated no revenue for the nine month periods ended December 31, 2013 and December 31, 2012, respectively.

During the nine month period ended December 31, 2013, we incurred operating expenses of $811,152 compared to $67,043 incurred during the nine month period ended December 31, 2012, an increase of $744,109. During the nine month period ended December 31, 2013, operating expenses consisted of professional fees of $46,455 (2012: $48,179), which included legal, auditor, edgarizing and transfer agent fees; (ii) $7,216 (2012: $18,864) in general and administrative; (iii) $643,232 (2012: $-0-) in derivative expenses; and (iv) $114,249 (2012: $-0-) in research and development.

Loss from operations for the nine month period ended December 31, 2013 was $811,152 compared to loss from operations of $67,043 during the nine month period ended December 31, 2012. Operating expenses increased during the nine month period ended December 31, 2013 generally due to recording of the derivative expense of $643,232 and increase in research and development of $114,249.

During the nine month period ended December 31, 2013, we incurred a foreign currency exchange loss of $111 compared to a foreign currency exchange loss of $3,808 during the nine month period ended December 31, 2012. Therefore, our net loss and loss per share during the nine month period ended December 31, 2013 was $811,263 or $0.00 per share compared to a net loss and loss per share of $70,851 or $0.00 per share during the nine month period ended December 31, 2012. The weighted average number of shares outstanding was 121,032,354 for the nine months ended December 31, 2013 and 129,059,091 for the nine months ended December 31, 2012.

Three Month Period Ended December 31, 2013 Compared to Three Month Period Ended December 31, 2012.

Our comprehensive net profit for the three month period ended December 31, 2013 was $94,914 compared to a comprehensive net loss of $21,653 during the three month period ended December 31, 2012, an increase of $73,261. We generated no revenue for the three month periods ended December 31,2013 and December 31, 2012, respectively.

During the three month period ended December 31, 2013, we incurred operating expenses of $29,052, which were offset by derivative income of $123,951, compared to $21,086 incurred during the three month period ended December 31, 2012, a decrease of $73,813. During the three month period ended December 31, 2013, operating expenses consisted of professional fees of $15,238 (2012: $17,524), which included legal, auditor, edgarizing and transfer agent fees; (ii) $3,332 (2012: $3,562) in general and administrative; (iii) ($123,951) (2012: $-0-) in derivative expenses; and (iv) $10,482 (2012: $-0-) in research and development.

Based on our derivative calculations on the convertible notes, our expenses were less due to price stock change resulting in derivative income. Therefore, profit from operations for the three month period ended December 31, 2013 was $94,899 compared to loss from operations of $21,086 during the three month period ended December 31, 2012.

During the three month period ended December 31, 2013, we incurred a foreign currency exchange gain of $28 compared to a foreign currency exchange loss of $543 during the three month period ended December 31, 2012. Therefore, our net profit and profit per share during the three month period ended December 31, 2013 was $94,927 or $0.00 per share compared to a net loss and loss per share of $21,629 or $0.00 per share during the three month period ended December 31, 2012. The weighted average number of shares outstanding was 119,280,435 for the nine months ended December 31, 2013 and 159,204,945 for the nine months ended December 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2013, our current assets were $22,499 and our current liabilities were $1,064,276, which resulted in a working capital deficit of $1,041,777. As of December 31, 2013, current assets were comprised of: (i) $770 in cash; (ii) $1,729 in other receivable; and (iii) $20,000 in prepaid expenses. As of December 31, 2013, current liabilities were comprised of: (i) $150,000 in note payable; (ii) $71,610 in accounts payable and accrued expenses; (iii) $643,232 in derivative liability; and (iv) $199,434 in advances payable to related parties.

As of December 31, 2013, our total assets were $22,499 comprised of current assets. The decrease in total assets during the nine month period ended December 31, 2013 from fiscal year ended March 31, 2013 was primarily due to the reduction of $70,000 in deposits.

As of December 31, 2013, our total liabilities were $1,064,276 comprised entirely of current liabilities. The increase in liabilities during the nine month period ended December 31, 2013 from fiscal year ended March 31, 2013 was primarily due to the increase in note payable of $150,000 and in derivative liability of $643,232.

Stockholders’ deficit increased from $184,513 as of March 31, 2013 to $1,041,777 as of December 31, 2013.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities due to a lack of a source of revenues. For the nine month period ended December 31, 2013, net cash flows used in operating activities was $159,149 compared to $59,845 used during the nine month period ended December 31, 2012. Net cash flows used in operating activities for the nine month period ended December 31, 2013 consisted primarily of a net loss of $811,263, which was adjusted by $4,000 for value of common stock issued for services. Net cash flows used in operating activities was further changed by an increase in derivate of $643,232 and an increase in accounts payable and accrued expenses of $5,380 and in other receivables of $498.

Net cash flows used in operating activities during the nine month period ended December 31, 2012 consisted primarily of a net loss of $70,851, which was adjusted by $1,459 for value of common stock issued for services. Net cash flows used in operating activities was further changed by an increase in accounts payable and accrued expenses of $9,884, an increase of $573 in other current asset, and a decrease of $910 in other receivables.

Cash Flows from Investing Activities

For the nine month periods ended December 31, 2013 and 2012, net cash flows related to investing activities was $0.

Cash Flows from Financing Activities

We have financed our operations primarily from debt or the issuance of equity instruments. For the nine month periods ended December 31, 2013 and September 30, 2012, net cash flows provided from financing activities was $159,198 and $63,140, respectively, consisting of proceeds from debt financing of $150,000 (2012: $-0-) and $9,198 (2012: $63,140) in proceeds from advances payable from related parties.

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

Convertible Debentures

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. We are required to pay the accrued interest quarterly commencing on the date of execution and quarterly thereafter.

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. We are required to pay the accrued interest quarterly commencing on the date of execution and quarterly thereafter

As of December 31, 2013, we have calculated under the Black Scholes a derivative expense and liability of $643,232.

Advances Payable - Shareholder

As of December 31, 2013, we have advances payable of $78,000 due to six of our shareholders. These advances are non-interest bearing and unsecured.

As of December 31, 2013, we had related party advances of $121,434 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 Quarterly 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.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.

Exchange Rate

Our reporting currency is United States Dollars (“USD”). In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations.

Interest Rate

Interest rates in the United States are generally stable. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However, our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE 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 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:

·	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 December 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 December 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 third quarter of the year ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

AUDIT COMMITTEE

Our board of directors has not established an audit committee. The respective role of an audit committee has been conducted by our board of directors. We intend to establish an audit committee during the fiscal year 2014. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our board of directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A. RISK FACTORS

No report required

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

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.

Social Geek

On May 17, 2013, in accordance with the terms and provisions of the License Agreement, we were to 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.

On November 9, 2013, our board of directors approved the execution of an agreement of rescission with Social Geek pursuant to which the 200,000,000 shares of common stock issued to Social Geek were cancelled and returned to treasury.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

ITEM 4. MINE SATEFY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

CHANGES AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Terry L. Johnson, CPA

Effective January 20, 2014, we dismissed Patrick Rodgers, CPA, P.A. ("Rodgers") as our independent registered public accounting firm. We engaged Terry L. Johnson, CPA ("Johnson") as our principal independent registered public accounting firm effective January 20, 2014. The decision to change our principal independent registered public accounting firm was approved by our Board of Directors.

The reports of Rodgers on our financial statements for fiscal year ended March 31, 2013 (which included the balance sheet as of March 31, 2013 and the statement of operations, cash flows and stockholders' equity as of March 31, 2013, for the past fiscal year, did not contain an adverse opinion or a disclaimer of opinion, nor qualified or 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, 2013 and during the subsequent period through to the date of Rodgers' resignation, there were no disagreements between us and Rodgers, 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 Rodgers, would have caused Rodger to make reference thereto in its report on our audited financial statements.

We provided Rodgers with a copy of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2014 and requested that Rodgers furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not Rodgers agrees with the statements made in the Current Report with respect to Rodgers and, if not, stating the aspects with which they do not agree. We received the requested letter from Rodgers wherein he confirmed his agreement to our disclosures in the Current Report. A copy of Rodgers' letter was filed as an exhibit to the Current Report.

In connection with our appointment of Johnson as our principal registered accounting firm at this time, we have not consulted Johnson 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 during the two most recent fiscal years (March 31, 2013 and 2012) and subsequent interim period through the date of engagement.

Patrick Rodgers CPA

Effective April 16, 2013, our certifying accountant, KBL, LLP ("KBL"), resigned as our independent registered public accounting firm. We engaged Patrick Rodgers CPA ("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. .

RESIGNATION OF OFFICER

In accordance with the terms and provisions of the Rescission Agreement with Social Geek, On November 7, 2013, our Board of Directors accepted the resignation of Patrick Aube as our President/Chief Executive Officer and a member of the Board of Directors and the resignation of Michael Lebeuf as our Vice President of Legal Affairs and Corporate Development of the Company. Our Board of Directors appointed Ghislaine St.-Hilaire, one of our current members of the Board of Directors, as the President/Chief Executive Officer. Thus, as of the date of this Quarterly Report, our Board of Directors consists of Ghislaine St-Hilaire and Gilbert Pomerleau.

The Board of Directors accepted the resignation of Danny Gagne as an executive vice president effective April 12, 2013. The prior appointment of Mr. Gagne as an executive vice president was in accordance with the terms and provisions of the Letter of Intent.

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report.

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.
10.5		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.
10.6		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
10.7		Rescission Agreement between Technologies Scan Corp. and Social Geek LLC and Patribck Aube dated November 7, 2013 incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 15, 2013
10.8		Letter of Intent Letter of Intent dated December 16, 2013 between FedTech Services Inc. and Technologies Scan Corporation incorporated by reference to Exhibit 10.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2013.
10.9		Term Sheet dated February 10, 2014 between Technologies Scan Corp. and PetVivo Inc. incorporated by reference to Exhibit 10.01 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2014.
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.
16.1.2		Letter from Patrick Rodgers CPA dated January 22, 2014 incorporated by reference to Exhibit 16.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2014.
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.

TECHNOLOGIES SCAN CORP.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 18, 2014	By:	/s/ Ghislaine St-Hilaire
		Ghislaine St-Hilaire
	Its:	President, Director


Date: February 18, 2014	By:	/s/ Gilbert Pomerleau
		Gilbert Pomerleau
	Its:	Chief Financial Officer, Secretary, Treasurer, Director

PetVivo Holdings, Inc. - FORM 10-Q - February 18, 2014

Attached files

PetVivo Holdings, Inc. Reports