UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
April 12, 2013
Date of Report (Date of earliest event reported)
 
TECHNOLOGIES SCAN CORP.
(Exact name of registrant as specified in its charter)

Nevada
 
333-173569
 
99-0363559
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

331 Labelle, St-Jerome
Quebec, Canada
 
J7Z 5L2
(Address of principal executive offices)
 
(Zip Code)

(855) 492-5245
Registrant’s telephone number, including area code

N/A
 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Board of Directors (the "Board") of Technolgies Scan Corp., a Nevada corporation (the "Company"), approved the execution of an agreement of rescission dated April 12, 2013 (the "Rescission Agreement"), with 6285431 Canada Inc., known as "iSpeedzone", a private company organized under the laws of Canada ("iSpeedzone").
 
The Board of Directors of the Company previously approved the execution of a letter of intent dated as of September 5, 2012 (the "Letter of Intent"), with iSpeedzone. In accordance with the terms and provisions of the Letter of Intent, the Company was to enter into a share exchange agreement to acquire the total issued and outstanding shares of common stock of iSpeedzone from the iSpeedzone shareholders in exchange for the issuance by the Company to the iSpeedzone shareholders on a pro rata basis of approximately 135,000,000 shares of its restricted common stock. This would have resulted in iSpeedzone becoming the wholly-owned subsidiary of the Company.
 
In accordance with the terms and provisions of the Rescission Agreement, the Company and iSpeedzone agreed not to combine their respective business operations and, therefore, rescinded and terminated the Letter of Intent. In further accordance with the terms and provisions of the Rescission Agreement, the Company and iSpeedzone mutually released one another from any and all claims and/or causes of action relating to the Letter of Intent.
 
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

The Board accepted the resignation of Danny Gagne as an executive vice president of the Company 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.
 
 
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(a) Financial Statements of Business Acquired.
 
Not applicable.
 
(b) Pro forma Financial Information .
 
Not applicable.
 
(c) Shell Company Transaction.
 
Not applicable.
 
(d) Exhibits.
 
Exhibit No.
 
Description
     
10.1
 
Rescission Agreement between Technology Scan Corp. and 6285431 Canada Inc. dated April 12, 2013

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  TECHNOLOGIES SCAN CORP.  
       
DATE: April 12, 2013
By:
/s/ Ghislaine St-Hilaire  
  Name: Ghislaine St-Hilaire  
  Title: President  
 
 
 
 
 
 
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EXHIBIT 10.1
 
AMENDEMENT TO VARIOUS AGREEMENTS IN VIEW OF RESCISION, signed between Technologies Scan Corp, 6285431 Canada Inc. (ISpeedZone) and Dany Gagné and Carmen Dion in view to annul any and all transaction between the parties, entered in Quebec City on April the 11th 2013.
 
Whereas on or about September the 5 th 2012, the Shareholders of ISpeedZone, Dany Gagné and Carmen Dion and ISpeed Zone, have entered into a binding transaction with Technologies Scan Corp (TENP), a company duly listed on the OTCQB whereby the shareholders of ISpeedZone were to exchange all of the issued and outstanding shares of ISpeedZone in exchange for a total of 130 000 000 shares of TENP, for ISpeedZone to become a wholly owned subsidiary of TENP and Gagné and Dion to become majority shareholders of TENP.
 
Whereas on or about October 5h 2012, a first share exchange agreement was signed whereby Gagné and Dion did exchange 38 shares of ISpeedZone for 50 000 000 shares of TENP.
 
Whereas the two 25 000 000 certficates issued respectively to Gagné and Dion were replaced in favor of 2 certificates issued to Technologies Scan ISZ Canada Inc.to accommodate the proposed structure, in view of the tax strategy . Whereas the 38 ISpeedZone shares were never issued to TENP
 
Whereas on or about February 15 th 2013, a second share exchange agreement was signed by TENP, Gagné and Dion., the said share exchange providing for the issuance of 20 000 000 TENP shares in exchange for 15 SpeedZone shares. Whereas none of the said shares were issued.
 
Whereas the parties no longer wish to merge their activities and wish to annul any and all transactions between the parties;
 
THE PARTIES HEREBY AGREE AS FOLLOW;
 
1.  
The preamble is an integral part of the present agreement;
 
2.  
The parties hereby annul the transaction any and all agreements between the parties including without restricting the generality of the foregoing the September 5 th 2012 LOI, the October 5 th Share exchange agreement, and the October 5 th Share exchange agreement, as if the said agreements had never existed;
 
3.  
The parties hereby give each other mutual complete and final release of any and all claims relating to the proposed merger and any and all commercial relationships between the parties, including any claim for costs and or damages and each party agrees to pay their own costs related to the failed merger;
 
4.  
The following is a Transaction as defined in the law.
 
   
6285431 Canada Inc (ISpeedZone)  
   
   
Technologies Scan Corp  
   
/s/ Dany Gagné  
Dany Gagné  
   
/s/ Carmen Dion  
Carmen Dion