ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Previously, the Board of Directors of Technologies Scan Corp., a Nevada corporation (the "Company") 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, the Company 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, the Company 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 the best interests of the Company 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) the Company shall change its place of principal business to St.-Hippolyte, Quebec, Canada; and (iv) Aube shall resign as the President/Chief Executive Officer and a member of the Board of Directors and Michel Lebeuf shall resign as the Vice President of Legal Affairs and Corporate Development. The 200,000 shares previously issued to Social Geek shall be cancelled and returned to treasury.
