x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended December 31, 2012
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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Nevada
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99-0363559
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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331 Labelle, St-Jerome,
Quebec, Canada, J7Z 5L2
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(Address of principal executive offices) (Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Page
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|||||
PART I FINANCIAL INFORMATION
|
|||||
Item 1.
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Financial Statements
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3
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|||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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13
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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18
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Item 4.
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Controls and Procedures
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18
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PART II OTHER INFORMATION
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|||||
Item 1.
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Legal Proceedings
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21
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Item 1A.
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Risk Factors
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21
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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21
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Item 3.
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Defaults Upon Senior Securities
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21
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Item 4.
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Mine Safety Disclosures
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21
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Item 5.
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Other Information
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21
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|||
Item 6.
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Exhibits
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22
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TECHNOLOGIES SCAN CORP.
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(A DEVELOPMENT STAGE COMPANY)
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CONDENSED BALANCE SHEETS
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DECEMBER 31, 2012 AND MARCH 31, 2012
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(UNAUDITED)
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ASSETS
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||||||||
DECEMBER 31,
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MARCH 31,
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|||||||
2012
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2012
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|||||||
(UNAUDITED)
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||||||||
CURRENT ASSETS
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||||||||
Cash
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$ | 3,536 | $ | 225 | ||||
Other receivable
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1,462 | 554 | ||||||
Other current asset
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- | 573 | ||||||
Deposit
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50,000 | - | ||||||
Total current assets | 54,998 | 1,352 | ||||||
TOTAL ASSETS
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$ | 54,998 | $ | 1,352 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable and accrued expenses
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$ | 70,812 | $ | 60,929 | ||||
Liability for stock to be issued
|
1,459 | - | ||||||
Advances payable
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15,000 | 15,000 | ||||||
Advances payable - shareholders
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166,182 | 103,042 | ||||||
Total current liabilities | 253,453 | 178,971 | ||||||
TOTAL LIABILITIES
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$ | 253,453 | 178,971 | |||||
STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Common stock, $0.001 par value, 400,000,000 shares authorized,
|
||||||||
164,150,000 and 114,150,000 shares issued and outstanding as of
|
||||||||
December 31, 2012 and March 31, 2012, respectively.
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$ | 164,150 | $ | 114,150 | ||||
Additional paid in capital
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74,300 | 74,300 | ||||||
Deficit accumulated during the development stage
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(436,921 | ) | (366,070 | ) | ||||
Accumulated other comprehensive income
|
16 | 1 | ||||||
Total stockholders' equity (deficit) | (198,455 | ) | (177,619 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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$ | 54,998 | $ | 1,352 |
TECHNOLOGIES SCAN CORP.
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(A DEVELOPMENT STAGE COMPANY)
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CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
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FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2012 AND 2011
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AND FOR THE CUMULATIVE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH DECEMBER 31, 2012
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(UNAUDITED)
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FOR THE THREE
MONTHS
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FOR THE THREE
MONTHS
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FOR THE NINE
MONTHS
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FOR THE NINE
MONTHS
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MARCH 31, 2009(INCEPTION)
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||||||||||||||||
ENDED
|
ENDED
|
ENDED
|
ENDED
|
THROUGH
|
||||||||||||||||
DECEMBER 31,
|
DECEMBER 31,
|
DECEMBER 31,
|
DECEMBER 31,
|
DECEMBER 31,
|
||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
||||||||||||||||
REVENUE
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
COST OF REVENUES
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- | - | - | - | - | |||||||||||||||
GROSS PROFIT
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- | - | - | - | - | |||||||||||||||
OPERATING EXPENSES
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||||||||||||||||||||
Professional fees
|
17,524 | 15,315 | 48,179 | 36,141 | 194,748 | |||||||||||||||
General and administrative
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3,562 | 8,338 | 18,864 | 22,261 | 78,379 | |||||||||||||||
Advertising expense
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- | - | - | - | 1,800 | |||||||||||||||
Research and development
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- | - | - | - | 157,300 | |||||||||||||||
LOSS FROM OPERATIONS
|
21,086 | 23,653 | 67,043 | 58,402 | 432,227 | |||||||||||||||
NET LOSS BEFORE OTHER EXPENSE
|
(21,086 | ) | (23,653 | ) | (67,043 | ) | (58,402 | ) | (432,227 | ) | ||||||||||
OTHER INCOME (EXPENSE)
|
||||||||||||||||||||
Foreign currency exchange gain (loss)
|
(543 | ) | 60 | (3,808 | ) | (157 | ) | (4,694 | ) | |||||||||||
Total other expense
|
(543 | ) | 60 | (3,808 | ) | (157 | ) | (4,694 | ) | |||||||||||
NET LOSS
|
$ | (21,629 | ) | $ | (23,593 | ) | $ | (70,851 | ) | $ | (58,559 | ) | $ | (436,921 | ) | |||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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159,204,945 | 114,150,000 | 129,059,091 | 114,150,000 | ||||||||||||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
COMPREHENSIVE LOSS:
|
||||||||||||||||||||
Net loss
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$ | (21,629 | ) | $ | (23,593 | ) | $ | (70,851 | ) | $ | (58,559 | ) | $ | (436,921 | ) | |||||
Currency translation adjustment
|
(24 | ) | - | 15 | - | 16 | ||||||||||||||
Total comprehensive loss
|
$ | (21,653 | ) | $ | (23,593 | ) | $ | (70,836 | ) | $ | (58,559 | ) | $ | (436,905 | ) |
TECHNOLOGIES SCAN CORP.
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|||||||||||
(A DEVELOPMENT STAGE COMPANY)
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|||||||||||
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
|
|||||||||||
FOR THE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH DECEMBER 31, 2012
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|||||||||||
(UNAUDITED)
|
Accumulated
|
||||||||||||||||||||||||
Additional
|
Other
|
Accumulated
|
Total
|
|||||||||||||||||||||
Common Stock
|
Paid-In
|
Comprehensive
|
Deficit Since
|
Stockholders’
|
||||||||||||||||||||
Shares
|
Par Value
|
Capital
|
Income
|
Inception
|
Deficit
|
|||||||||||||||||||
Balance - March 31, 2009
|
- | $ | - | $ | - | $ | - | - | $ | - | ||||||||||||||
Net Loss for the Period
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- | - | - | - | - | - | ||||||||||||||||||
Balance - March 31, 2010
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- | - | - | - | - | - | ||||||||||||||||||
Common Shares Issued for Services
|
79,500,000 | 79,500 | 5,000 | - | - | 84,500 | ||||||||||||||||||
Common Shares Issued for Cash
|
34,650,000 | 34,650 | 69,300 | - | - | 103,950 | ||||||||||||||||||
Net Loss for the Period
|
- | - | - | - | (263,440 | ) | (263,440 | ) | ||||||||||||||||
Balance -March 31, 2011
|
114,150,000 | 114,150 | 74,300 | $ | - | (263,440 | ) | (74,990 | ) | |||||||||||||||
Foreign currency gain
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- | - | - | 1 | - | 1 | ||||||||||||||||||
Net Loss for the Period
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- | - | - | - | (102,630 | ) | (102,630 | ) | ||||||||||||||||
Balance - March 31, 2012
|
114,150,000 | $ | 114,150 | $ | 74,300 | $ | 1 | $ | (366,070 | ) | $ | (177,619 | ) | |||||||||||
Common shares issud for iSpeedzone
|
50,000,000 | 50,000 | - | - | - | 50,000 | ||||||||||||||||||
Foreign currency gain
|
- | - | - | 15 | - | 15 | ||||||||||||||||||
Net Loss for the Period
|
- | - | - | - | (70,851 | ) | (70,851 | ) | ||||||||||||||||
Balance - December 31, 2012
|
164,150,000 | 164,150 | 74,300 | 16 | (436,921 | ) | (198,455 | ) |
TECHNOLOGIES SCAN CORP.
|
(A DEVELOPMENT STAGE COMPANY)
|
CONDENSED STATEMENTS OF CASH FLOW
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FOR NINE MONTHS ENDED DECEMBER 31, 2012 AND 2011
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AND FOR THE PERIOD MARCH 31, 2009 (INCEPTION) THROUGH DECEMBER 31, 2012
|
(UNAUDITED)
|
FOR THE NINE
MONTHS
|
FOR THE NINE
MONTHS
|
MARCH 31, 2009
(INCEPTION) |
||||||||||
ENDED
|
ENDED
|
THROUGH
|
||||||||||
DECEMBER 31, 2012
|
DECEMBER 31, 2011
|
DECEMBER 31, 2012
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
Net (loss)
|
$ | (70,851 | ) | $ | (58,559 | ) | $ | (436,921 | ) | |||
Adjustments to reconcile net (loss) to net cash used in operating activities:
|
||||||||||||
Common stock issued / Liability to issue common stock for services
|
1,459 | - | 85,959 | |||||||||
Change in assets and liabilities
|
||||||||||||
Decrease in other current asset
|
573 | 869 | - | |||||||||
(Increase) decrease in other receivables
|
(910 | ) | 270 | (1,463 | ) | |||||||
Increase in accounts payable and accrued expenses
|
9,884 | 16,157 | 70,812 | |||||||||
Net cash (used in) operating activities
|
(59,845 | ) | (41,263 | ) | (281,613 | ) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds from advances payable from shareholders
|
63,140 | 25,708 | 166,182 | |||||||||
Advances payable
|
- | 15,000 | 15,000 | |||||||||
Proceeds from the issuance of common stock
|
- | - | 103,950 | |||||||||
Net cash provided by financing activities
|
63,140 | 40,708 | 285,132 | |||||||||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
16 | - | 17 | |||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
3,311 | (555 | ) | 3,536 | ||||||||
|
||||||||||||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
225 | 1,064 | - | |||||||||
|
||||||||||||
CASH AND CASH EQUIVALENTS - END OF PERIOD
|
$ | 3,536 | $ | 509 | $ | 3,536 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income Taxes
|
$ | - | $ | - | $ | - | ||||||
NON CASH TRANSACTIONS:
|
||||||||||||
Stock issued as deposit for iSpeedzone
|
$ | 50,000 | $ | - | $ | 50,000 |
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.
|
DECEMBER 31,
2012
|
MARCH 31,
2012
|
|||||||
Net taxable losses
|
$
|
119,020
|
$
|
95,496
|
||||
Deferred income tax liabilities
|
-
|
-
|
||||||
Subtotal
|
119,020
|
95,496
|
||||||
Valuation allowance
|
(119,020
|
)
|
(95,496
|
|||||
Net
|
$
|
-
|
$
|
-
|
DECEMBER 31,
2012
|
MARCH 31,
2012
|
|||||||
Statutory tax at 34%
|
$
|
(148,553
|
)
|
$
|
(124,464)
|
|||
Permanent differences – primarily stock-based compensation
|
29,533
|
28,968
|
||||||
Valuation allowance
|
119,020
|
95,496
|
||||||
Provision (benefit) for income taxes
|
$
|
-
|
$
|
-
|
Nine Month Periods Ended December 31
|
||||||||
2012
|
2011
|
|||||||
Revenues
|
-0-
|
-0-
|
||||||
Cost of Revenues
|
-0-
|
-0-
|
||||||
Gross Profit
|
-0-
|
-0-
|
||||||
Operating Expenses
|
||||||||
Professional Fees
|
48,179
|
36,141
|
||||||
General and Administrative
|
18,864
|
22,261
|
||||||
TotaLoss from Operations
|
(67,043)
|
(58,402)
|
||||||
Other Income (Expense)
|
||||||||
Foreign currency exchange gain (loss)
|
(3,808)
|
(157)
|
||||||
Net Loss
|
(70,851)
|
(58,559)
|
||||||
Currency Translation Adjustment
|
15
|
|||||||
Comprehensive Loss
|
(70,836)
|
(58,559)
|
|
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 accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the company; 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.
|
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 Extension Schema Document
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Technologies Scan Corp.,
a Nevada corporation
|
|||
February 21, 2013
|
By:
|
/s/ Ghislaine St-Hilaire
|
|
Ghislaine St-Hilaire
|
|||
President, Director
|
|||
(Principal Executive Officer)
|
|||
February 21, 2013
|
By:
|
/s/ Gilbert Pomerleau
|
|
Its:
|
Gilbert Pomerleau
Chief Financial Officer, Secretary, Treasurer, Director
(Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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: February 21, 2013
|
By:
|
/s/ Ghislaine St-Hilaire
|
|
Ghislaine St-Hilaire,
|
|||
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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;
|
(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: February 21, 2013
|
By:
|
/s/ Gilbert Pomerleau
|
|
Gilbert Pomerleau
|
|||
Chief Financial Officer, Treasurer
|
|||
(Principal Financial Officer)
|
(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.
|
February 21, 2013
|
By:
|
/s/ Ghislaine St-Hilaire
|
|
Ghislaine St-Hilaire
|
|||
President
(Principal Executive Officer)
|
(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.
|
February 21, 2013
|
By:
|
/s/ Gilbert Pomerleau
|
|
Gilbert Pomerleau
|
|||
Chief Financial Officer, Treasurer
(Principal Financial Officer)
|
STOCKHOLDERS' EQUITY (DEFICIT)
|
9 Months Ended |
---|---|
Dec. 31, 2012
|
|
Notes to Financial Statements | |
NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT) | The Company was established with one class of stock, common stock 400,000,000 shares authorized at a par value of $0.001.
On April 1, 2010 the Company issued 77,000,000 shares of common stock to the Companys founders at a value of $77,000 ($0.001 per share) for services rendered by the Companys two founders and a consultant, which included the following: preparing the articles of incorporation, database and software development, and identifying strategic business partners.
In December 2010, the Company issued 2,500,000 shares of the Company's common stock for services rendered in connection with the preparation of this registration statement during 2011. Those 2,500,000 shares were valued at $7,500 ($0.003) per share based on the latest sale of shares to unrelated third parties. No quoted market price was available to value the shares on the date they were granted.
During the period ended December 31, 2010 the Company raised $103,950 through the sale of 34,650,000 shares of common stock ($0.003 per share).
On October 3, 2012, the Company agreed to issue 2,000,000 common shares at a value of .001 per share to a third party for services performed including analysis of business activities, financing and coordinating financial and legal reports. The services were to be performed over a period of six months commencing from the contract date. The shares were unissued at December 31, 2012 and $978 has been amortized over the services period and recorded as compensation.
On November 3, 2012, the Company agreed to issue 1,500,000 common shares at a value of .001 per share to a third party for services performed including business development with the Companies sponsoring our technology programs inPharma stores. The services were to be performed over a period of six months commencing from the contract date. The shares were unissued at December 31, 2012 and $481 has been amortized over the service period and recorded as compensation.
On November 6, 2012, the Company completed the first stage of the acquisition of iSpeedzone by completing a share exchange agreement whereby the Company acquired 38% percent of the shares of iSpeedzone in exchange for the issuance of 50,000,000 common shares of the Company. The Company is in process of completing their due diligence with respect to the acquisition of iSpeedzone. It is anticipated that the acquisition will be accounted for as a reverse merger. At the time of the completion of the acquisition and the full issuance of the common shares to the owners of iSpeedzone, the Company will reclassify the deposit to the applicable accounts and value the transaction accordingly. The Company has valued the deposit at par value.
On December 20, 2012, the Company amended its articles of incorporation to increase its authorized common shares to 400,000,000.
The Company has not issued any options or warrants to date. |