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
 
February 20, 2014
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.)
 
77, 52nd Avenue
St.-Hippolyte, Quebec, Canada
 
J8A 3L3
(Address of principal executive offices)
 
(Zip Code)

(438) 500-1309
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 Technologies Scan Corp., a Nevada corporation (the "Company"), approved the execution of that certain settlement agreement dated February 20, 2014 (the "Settlement Agreement") with Ghislaine St.-Hilaire, our President/Chief Executive Officer and a member of the Board of Directors ("St.-Hilaire"), relating to a loan advance in the amount of $124,283.38 (the "Debt"). The Debt is evidenced on the Company's financial statements filed with its reports with the Securities and Exchange Commission.
 
In accordance with the terms and provisions of the Settlement Agreement: (i) the Company agreed to settle the Debt by issuance of an aggregate 24,856,676 shares of restricted common stock at a per share price of $0.005; (ii) St.-Hilaire agreed to settle the Debt by acceptance of the issuance of the 24,856,676 shares of restricted common stock; and (iii) the Company and St.-Hilaire agreed to release each other and forever discharge any and all claims relating to the Debt.
 
SECTION 3. SECURITIES AND TRADING MATTERS

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
 
Effective February 20, 2014, the Board of Directors of the Company authorized the settlement of the Debt and issued an aggregate 24,856,676 shares of restricted common stock to St.-Hilaire as settlement. The shares of common stock issued in accordance with the terms and provisions of the Settlement Agreement were issued to one non-United States resident 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. St.-Hilaire acknowledged that the securities to be issued have not been registered under the Securities Actand that she understood the economic risk of an investment in the securities.
 
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
 
Settlement Agreement dated February 20, 2014 between Technologies Scan Corp. and Ghislaine St.-Hilaire.

 
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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: February 24, 2014
By: /s/ Ghislaine St-Hilaire  
   
Name: Ghislaine St-Hilaire
Title: President
 
 
 
EXHIBIT 10.1

SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT is entered into as of this 20 th .day of February, 2014 by and between Technologies Scan Corp, a Nevada corporation (the “Company”) and Ghislaine St-Hilaire (“GSH”).

RECITALS :

WHEREAS the Company is indebted to  GSH relating to a loan advance in the amount of $124,283.38 (the "Debt"), which Debt is evidenced on its audited and/or reviewed financial statements filed with the Securities and Exchange Commission;

AND WHEREAS GSH acknowledges that the Company is on the verge of finalizing a n RTO and is required to eliminate all Debts in the Company ;

AND WHEREAS the Company and  GSH have agreed that since the Company is unable to repay the Debt, the Debt will be satisfied by the conversion of the Debt into shares of common stock of the Corporation at $0.005 per share;

AND WHEREAS the Company and  GSH desire to memoralize their agreement in this certain settlement agreement dated February 20, 2014 (the “Settlement Agreement”), pursuant to which the Company agrees to settle the Debt by the issuance of an aggregate 24,856,676 shares of common stock and  GSH agrees to accept the issuance of the 24,856,676 shares of common stock as full and complete satisfaction of the Debt;

AND WHEREAS the Board of Directors of the Company by unanimous written consent dated February 20, 2014 has approved the execution of this Settlement Agreement and the issuance of the 24,856,676 shares of free trading common stock to GSH as settlement of the Debt; and

AND WHEREAS the Company and GSH desire to release one another from any and all further liability as related to the aforesaid Debt.

NOW THEREFORE in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.  The Company agrees to issue to GSH 24,856,676 shares of its free trading common stock at $0.005 per share as of February 20, 2014 as full and complete satisfaction and payment of the Debt.

2.  GSH agrees to accept the issuance of 24,856,676 shares of the free trading common stock of the Company as full and complete satisfaction and payment of the Debt.
 
 
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3. The Company and GSG shall agree to release each other and forever discharge any and all claims, manner of actions, whether at law or in equity suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of money, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, individually or in any capacity against each other, their successors and assigns, as well as its present or former owners, directors, officers, stockholders, employees, agents, heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from the beginning of time to, and including the date of the execution of this Agreement, relating to the aforesaid Debt.

4 . Ontario acknowledges that the issuance of the 24,856,676 shares of free trading common stock: (i) has not been registered under the Securities Act of 1933, as amended (the “1933 Securities Act”); (ii) is in reliance on the exemption provided by Section 4(2) and/or Regulation S of the 1933 Securities Act; (iii) are being acquired solely for  GSH's own account without any present intention for resale or distribution; (iv) will not be resold without registration under the 1933 Securities Act or in compliance with an available exemption from registration, unless the shares of common stock are registered under the 1933 Securities Act and under any applicable state securities law or an opinion of counsel satisfactory to the Company is delivered to the Company to the effect that any proposed distribution of the shares of common stock will not violate the registration requirements of the 1933 Securities Act and any applicable state securities laws; and (v) that  Ontario understands the economic risk of an investment in the common stock and has had the opportunity to ask questions of and receive answers from the Company’s management concerning any and all matters related to the acquisition of the common stock.

5.  This Settlement Agreement shall be effective as of February 20, 2014 and shall be binding upon and insure to the benefit of the parties hereto and their respective successors.
 
  TECHNOLOGIES Scan Corp.  
       
Date: February  20, 2014 By: /s/ Ghislaine St-Hilaire  
    President/Chief Executive Officer  
       
Date: February 20, 2014   /s/ Ghislaine St-Hilaire  
   
Ghislaine St-Hilaire
 
 
 
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