TOUCAN INTERACTIVE CORP (Form: S-1, Received: 04/15/2014 13:31:57)

Registration No. 333-__________

As filed with the Securities and Exchange Commission on April 15 ^th , 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

________________________

TOUCAN INTERACTIVE CORP.

(Name of small business issuer in its charter)

Nevada

(State or Other Jurisdiction of Incorporation or Organization)

7320

(Primary Standard Industrial Classification Number)

EIN 36-4778745

(IRS Employer

Identification Number)

Sabanilla de Montes de Oca

Urbanizacion Carmiol, Casa 254

San Jose, Costa Rica

Phone : 514-448-4530

(Address, including zip code, and telephone number,

including area code, of registrant ’ s principal executive offices)

____________________________

EASTBIZ.COM, INC.

5348 VEGAS DRIVE, LAS VEGAS, NV , 89108

Tel : 702-871-8678 Fax: 702-387-3827

(Address, including zip code, and telephone number ,

including area code, of agent for service )

______________________________

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this form is a post-effective registration statement filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

If this form is a post-effective registration statement filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “ large accelerated filer, ” “ accelerated filer ” and “ smaller reporting company ” in Rule 12b-2 of the Exchange Act. (check one):

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

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class

of Securities to be

Registered

Amount of Shares to

be Registered

Proposed Maximum

Offering Price per

Share (1)

Proposed Maximum

Aggregate Offering

Price

Amount of

Registration Fee

Common Stock

3,000,000

0.03

90,000

11.59

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and (o) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

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PROSPECTUS

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

TOUCAN INTERACTIVE CORP.

3,000,000 SHARES OF COMMON STOCK

This is the initial offering of common stock of TOUCAN INTERACTIVE CORP. and no public market currently exists for the securities being offered. We are offering for sale a total of 3,000,000 shares of common stock at a fixed price of $.03 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Mikhail Bukshpan, will attempt to sell the shares. This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. Bukshpan will sell the shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.


	Offering Price Per Share		Commissions	Proceeds to Company Before Expenses
Common Stock	$	0.03	Not Applicable	$	90,000
Total	$	0.03	Not Applicable	$	90,000

TOUCAN INTERACTIVE CORP. is a development stage company and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion for toucan interactive corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.

There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ( “ FINRA ” ) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.

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SUBJECT TO COMPLETION, DATED ________, 2014

TABLE OF CONTENTS


PROSPECTUS SUMMARY		4
RISK FACTORS		6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		9
USE OF PROCEEDS		9
DETERMINATION OF OFFERING PRICE		10
DILUTION		10
MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS		12
DESCRIPTION OF BUSINESS		16
FACILITIES		18
EMPLOYEES AND EMPLOYMENT AGREEMENTS		18
LEGAL PROCEEDINGS		18
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS		19
EXECUTIVE COMPENSATION		19
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		21
PLAN OF DISTRIBUTION		21
DESCRIPTION OF SECURITIES		22
DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		23
LEGAL MATTERS		24
INTERESTS OF NAMED EXPERTS AND COUNSEL		24
EXPERTS		24
AVAILABLE INFORMATION		24
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		25
INDEX TO THE FINANCIAL STATEMENTS		F-1

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.

PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, “ WE, ” “ US, ” “ OUR, ” AND “ TOUCAN INTERACTIVE CORP. ” REFERS TO TOUCAN INTERACTIVE CORP. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.

TOUCAN INTERACTIVE CORP.

We are a development stage company which is in the business of providing credit information options on all major banks located in Costa Rica, Canada, United States and other countries located in North , Central and South America . Being a development stage company, we have no revenues and have limited operating history. TOUCAN INTERACTIVE CORP. was incorporated in Nevada on January 28, 2014 . Our principal executive office is located at Sabanilla de Montes de Oca, Urbanizacion Carmiol, Casa 254, San Jose, Costa Rica . Our phone number is 514 -448 - 4530 . We intend to use the net proceeds from this offering to develop our business operations (See Description

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of Business ” and “ Use of Proceeds ” ). We are in the business of providing different credit options, from different b anks, using one website: “ www.needforcredit.com ” . The company will post and continuously update a multitude of credit options available for our users, within the different countries offered in our website.

From inception until the date of this filing, we did not have any operating activities. However, we have signed two agreements. The first contract was signed between Toucan Interactive Corp. and the web designer, Mr. Nasser Bouslihim. The second contract was signed between Toucan Interactive Corp. and Mr. Dzabir Mamadov, from Kolobok Distribution Inc., a company interested in placing an ad on our website. Our financial statements from inception (January 28, 2014) through the year ended February 28, 2014, reports no revenues and a net loss of $678.

TOUCAN INTERACTIVE CORP. anticipates that it will derive its income from four main sources:

1) Contextual Pay-Per Click Advertising

2) Banner Advertising

3) Online Consultations on the Different Credit Systems

4) Mobile Apps

We do not anticipate earning revenues until we get enough users who will attract advertisement contracts from different commercial businesses. Since we are presently in the development stage of our business, we can provide no assurance that we will successfully assemble, construct and sell any products or services related to our planned activities.

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.

THE OFFERING


The Issuer:	TOUCAN INTERACTIVE CORP.
Securities Being Offered:	3,000,000 shares of common stock
Price Per Share:	$0.03
Duration of the Offering:	The offering shall terminate on the earlier of: (i) the date when the sale of all 3,000,000 common shares is completed; (ii) one year from the date of this prospectus; or (iii) prior to one year at the sole determination of the board of directors..
Net Proceeds	$90,000
Securities Issued and Outstanding:	There are 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held solely by our President, Secretary, Mikhail Bukshpan
Registration Costs	We estimate our total offering registration costs to be approximately $12,000.
Risk Factors	See “ Risk Factors ” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

SUMMARY FINANCIAL INFORMATION

The tables and information below are derived from our audited financial statements for the period from January 28, 2014 (Inception) to February 28, 2014.


Financial Summary	February 28, 2014 ($)
Cash and Deposits		4,000
Total Assets		4,000
Total Liabilities		678
Total Stockholder ’ s Equity		3,322


Statement of Operations	Accumulated From January 28, 2014 (Inception) to February 28, 2014 ($)
Total Expenses		678
Net Loss for the Period		(678)
Net Loss per Share		( -	)

RISK FACTORS

In addition to the other information in this prospectus TOUCAN INTERACTIVE CORP. has identified a number of risk factors that the Company faces. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. Investors should be aware of the existence of these factors and should consider them carefully in evaluating our business before purchasing the shares offered in this prospectus.

An investment in our common stock involves a high degree of risk. If any of the following risks, or any other risks not described below because they are currently unknown to us or we currently deem such risks as immaterial, but they later become material, actually occurs, it is likely that our business, financial condition, and operating results could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

RISKS ASSOCIATED TO OUR BUSINESS

OUR LACK OF OPERATING HISTORY MAKES OUR BUSINESS DIFFICULT TO EVALUATE

We are a development stage company, without history of operations. We were incorporated on January 28, 2014, and are a startup company with no operating history or revenues. Our business is in the early stage of development and we have not generated any profit to date. Significant additional development and marketing of our website is necessary prior to our achieving significant revenues or profitability.

Accordingly, we do not have any operating history upon which to base an evaluation of our business and prospects. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. To address these risks, we must successfully implement our business plan and marketing strategies (See "Plan of Operation" herein). We may not successfully implement all or any of our business strategies or successfully address the risks and uncertainties that we encounter. These potential uncertainties include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. Prior to having a significant number of advertisement contracts, we anticipate that we will incur increased operating expenses without realizing considerable revenues. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

OUR WEBSITE MALFUNCTIONS COULD PPOTENTIALLY RESULT IN CLIENT LOSE

We are highly dependent on a reliable website to attract advertisement contracts, two of our four main sources of income. If the connection is too slow or the information on the website is not updated on a regular basis, we might lose valuable customers due to their impatience.

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AS WE ARE A DEVELOPMENT STAGE COMPANY, OUR FAILURE TO SECURE ADDITIONAL

FINANCING MAY AFFECT OUR ABILITY TO GENERATE TRAFFIC TO OUR WEBSITE.

We will require additional financing in order to establish profitable operations but such financing may not be forthcoming. Even if additional financing is available, it may not be available on terms we find favorable. If we fail to secure needed additional financing, it will reduce our ability to attract traffic to the website and the interest of advertisers.

IF WE ARE UNABLE TO SIGN CONTRACTS WITH A SIGNIFICANT NUMBER OF COMPANIES TO ADVERTISE ON OUR WEBSITE, OUR BUSINESS WILL FAIL.

The success of our business requires that we enter into contracts with various companies. If we are unable to conclude agreements with such institutions, or if any agreements we reach with them are not on favorable terms that allow us to generate profit, our business will fail.

IF WE ARE UNABLE TO RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN

We depend on the services of our sole director, Mr. Bukshpan, for the future success of our business. The loss of the services of Mr. Bukshpan could have an adverse effect on our business, financial condition and results of operations.

We do not carry any key personnel life insurance policies on Mr. Bukshpan and we do not have a contract for his services.

IF WE ARE UNABLE TO GENERATE A SUBSTANTIAL USER BASE FOR OUR INFORMATIONAL WEBSITE, OUR BUSINESS WILL FAIL.

The success of our business requires that we sell advertisement space to consumers at a profit. Since our revenue will be generated mostly from our sale of spaces and pay per click advertisement, we need to attract enough people to use our website to be able to attract companies to advertise with us. If we are unable to attract enough users to our website, we will not be able to find customers willing to advertise on the site and we will generate losses which will cause our business to fail.

IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH WILL ULTIMATELY RESULT IN A CESSATION OF OPERATIONS.

We currently have no customers willing to advertise on our website. We have identified customers such as financial institutions but we cannot guarantee they will be interested in advertising on our website. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot sell advertising space at prices which generate a profit.

THE NATURE OF OUR BUSINESS EXPOSES US TO POTENTIAL LIABILITY CLAIMS AND CONTRACT DISPUTES WHICH MAY REDUCE OUR PROFITS.

Although we have not been party to any legal claims against us, we may in future be named as a defendant in legal proceedings where parties may make a claim for damages or other remedies with respect to our projects or other matters. If it is determined that we have liability, we may not be covered by insurance or, if covered, the dollar amount of these liabilities may exceed our policy limits. Any liability not covered by our insurance, in excess of our insurance limits or, if covered by insurance but subject to a high deductible, could result in a significant loss for us, which claims may reduce our profits and cash available for operations.

BECAUSE OUR SOLE OFFICER AND DIRECTOR WILL OWN 57.14% OR MORE OF OUR OUTSTANDING COMMON STOCK, IF ALL THE SHARES BEING OFFERED ARE SOLD, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

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If maximum offering shares will be sold, Mr. Bukshpan, our sole officer and director, will own 57.14 % of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Bukshpan may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

DEFECTS IN OUR MOBILE APPS PRODUCTS MAY ADVERSELY AFFECT OUR BUSINESS.

Complex software for the mobile apps may contain defects when in troduced, updated and new versions are released. Our introduction of software with defects or quality problems may result in adverse publicity, product returns, reduced orders, uncollectible or delayed accounts receivable, product redevelopment costs, loss of or delay in market acceptance of our products or claims by customers or others against us. Such problems or claims may have a material and adverse effect on our business, financial condition and results of operations.

GENERAL ECONOMIC CONDITIONS

The Company believes that our industry is sensitive to economic and competitive conditions, including national, regional and local slowdowns in construction, commercial, industrial and/or real estate activity. In addition, the Company's operating results may be adversely affected by increases in interest rates that may lead to a decline in economic activity. There can be no assurance that adverse or other economic or competitive conditions will not have a material adverse effect on the Company's operating results and financial condition.

OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATIONS AS WE MAY RECEIVE PAYMENTS AND INCUR EXPENSES IN FOREIGN CURRENCY.

We may receive some of our earnings in US currency. However, some of our clients might pay us in foreign currency. Also, as our operations are based in Costa Rica, some of our expenses will be incurred in Costa Rican colón . If we are not able to successfully protect ourselves against currency fluctuations, then our profits will also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.

RISKS ASSOCIATED WITH THIS OFFERING

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF THE COMPANY'S SECURITIES.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ” ), and rules of the Commission. We are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination of the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop, because it imposes additional regulatory burdens on penny stock transactions.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President Mikhail Bukshpan, who will receive no commissions. He will offer the shares to friends, family members, and business associates. However, there is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

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RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON THE COMPANY'S STOCK PRICE.

All of the outstanding shares of common stock held by the present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if the company is a current, reporting company under the 1934 Act. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over-the-Counter Bulletin Board ( “ OTCBB ” ). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between TOUCAN INTERACTIVE CORP. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.

THE COMPANY'S INVESTORS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.

There may be substantial dilution to our shareholders purchasing in future offerings as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions.

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FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “ anticipate ” , “ believe ” , “ plan ” , “ expect ” , “ future ” , “ intend ” , and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “ Risk Factors ” section and elsewhere in this prospectus.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.03. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75%, and 100%, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $90,000 as anticipated.


		$22,500		$45,000		$67,500		$90,000
Legal and professional fee	$	12,000	$	12,000	$	12,000	$	12,000
Net proceeds	$	10,500	$	33,000	$	55,500	$	78,000
The net proceed will be used:
Computers and equivalent	$	1,000	$	3,000	$	4,500	$	6,000
Marketing, advertising	$	4,000	$	12,000	$	20,000	$	27,000
Establishing and office	$	0	$	2,500	$	3,750	$	5,000
Website development	$	5,000	$	5,000	$	7,750	$	10,000
Miscellaneous	$	500	$	2,500	$	5,500	$	10,000
Sale person salary P/T or F/T*	$	0	$	8,000	$	14,000	$	20,000

*(P/T: Part-Time, F/T: Full-Time)

Except for fixed costs, the amounts actually spent by us for any specific purpose may vary and will depend on a number of factors. Non-fixed cost, sales and marketing and general and administrative costs may vary depending on the business progress and development efforts, general business conditions and market reception to our services. Accordingly, our management has broad discretion to allocate the net proceeds to non-fixed costs.

An example of changes to this spending allocation for non-fixed costs include Management deciding to spend less of the allotment on product development and more on sales and marketing. Such changes to spending may occur due to seasonal variations in market demand for our products and services relative to when the funds are received.

If necessary, Mikhail Bukshpan, our sole officer and director, has verbally agreed to loan the company funds to complete the registration process but we will require full funding to implement our complete business plan.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. It is not based upon an independent assessment of the value of our shares and should not be considered as such. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

DILUTION

The price of the current offering is fixed at $0.03 per common share. This price is significantly higher than the price paid by our sole director and officer for common equity since the Company ’ s inception on January 28, 2014. Mikhail Bukshpan, our sole officer and director, paid $0.001 per share for the 4,000,000 common shares.

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Assuming completion of the offering, there will be up to 7,000,000 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels.


Funding level	$90,000	$67,500	$45,000	$22,500
Offering price	$0.03	$0.03	$0.03	$0.03
Net tangible book value per common share offering	$0.001	$0.001	$0.001	$0.001
Increase per common share attributable to investors	$0.0125	$0.105	$0.0080	$0.0046
Pro forma net tangible book value per common share after offering	$0.0133	$0.0113	$0.088	$0.054
Dilution to investors	$0.0167	$0.0187	$0.0212	$0.0246
Dilution percentage of offering price	56%	62%	71%	82%

Based on 4,000,000 common shares outstanding as of February 28, 2014 and total stockholder ’ s equity of $3322 utilizing audited February 6, 2014 financial statements.

Since inception, the officers, directors, promoters and affiliated persons have paid an aggregate average price of $0.001 per common share in comparison to the offering price of $0.03 per common share.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “ Risk Factors ” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

PLAN OF OPERATION

To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to run our operations but we cannot guarantee this. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. We will rely on our president's educational background and work experience in the IT industry to develop our business. As our business expands, we may hire additional representatives and consultants. Below are the main steps and milestones the company plans for this fiscal year assuming we raise the maximum amount of $90,000.

REGISTERING WEBSITE, PRINT ADVERTISING MATERILALS

Period: 1 ^st to 3 ^rd month: The budget for this period is $12,000

The steps in this milestone are as follows:

1) Register domain and hosting for the website for 1 year. ($1,000)

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2) Purchase office supplies such as laptop, printer and network equipment ($6,000)

3) Website development and search engine optimization ($5,000)

LAUNCH THE WEBSITE AND START PROMOTION

Period: 4 ^th to 6 ^th month: The budget for this period is $25,000

The steps in this milestone are as follows:

1) Launch the website and continue updating and entering data: $5,000

2) Promote and advertise the website on search engines and other internet services such as Google AdWords, Link Exchange and Facebook: $20,000

HIRE ONE SALES /PROMOTER PERSON

Period: 7 ^th to 9 ^th month: The budget for this period is: $30,000

The steps in this milestone are as follows:

1) Continue advertisement and marketing the website through Google and Facebook: $10,000

2) Hire a part-time representative and consultant to monitor the feedbacks and help improve the services $20,000

SET UP AN OFFICE IN COSTA RICA

Period: 10 ^th to 12 ^th month: The budget for this period is $14,000

1) Rent an office to expand the business by providing consultation services. ($5,000)

2) Set up all the furniture and supplies in that office ($9,000)

We may need to raise additional financing to cover our budgeted expenses in the next twelve months if we are unable to generate sufficient revenue. If we issue additional equity securities to raise funds, the ownership percentage of our existing security holder would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations. At the present time, we have not received any confirmation from any party of their willingness to loan or invest funds to the company but will seek funding advances from sources such as our officer and director or from sale of our common stock.

COMPLETE OUR PUBLIC OFFERING

We expect to complete our public offering within 180 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate our efforts on raising capital during this period. Our operations will be limited due to the limited amount of funds on hand.

OFF-BALANCE SHEET ARRANGEMENTS

We have no 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.

LIMITED OPERATING HISTORY

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

RESULTS OF OPERATIONS

From Inception on January 28, 2014 to February 28, 2014

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During the period, we incorporated the company, prepared a business plan and started developing the website: www.NEEDforCREDIT.com . Also, we have signed two agreements. The first agreement was signed between Toucan Interactive Corp. and the web designer, Mr. Nasser Bouslihim. The second agreement was signed between Toucan Interactive Corp. and Mr. Dzabir Mamadov, from Kolobok Distribution Inc., a company interested in placing an ad on our website.

Our loss since inception is $678 for filing costs related to the incorporation of the Company, and domain registration fee. We have not meaningfully commenced our proposed business operations and will not do so until we have completed this offering.

We have generated no revenue since inception due to the fact that we are a development stage company and have not yet launched the website to be able to attract users.

Since inception, we have sold 4,000,000 shares of common stock to our sole officer and director for net proceeds of $4,000.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2014, the Company had $4,000 cash and $678 of liabilities.

Since inception, we have sold 4,000,000 shares of common stock in one offer and sale, which was to our sole officer and director, at a price of $0.001 per share, for aggregate proceeds of $4,000.

To meet a small part our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation. The sources of funding we may consider to fund this work include a public offering, a private placement of our securities or loans from our director or others.

We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

Our auditors have issued a “ going concern ” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The company anticipates over the next 12 months the cost of being a reporting public company will be approximately $9,000.

Should the Company fail to sell less than all its shares under this offering the Company would be forced to scale back or abort completely the implementation of its 12-month plan of operations.

SIGNIFICANT ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. The financial statements have, in our opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

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BASIS OF PRESENTATION

The Company reports revenues and expenses use the accrual method of accounting for financial and tax reporting purposes. The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP) applicable to development stage companies

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization, when appropriate, using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property ’ s useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

INCOME TAXES

The Company accounts for income taxes under ASC 740 "INCOME TAXES" which codified SFAS 109, "ACCOUNTING FOR INCOME TAXES" and FIN 48 "ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109."Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards statements No. 107, “ Disclosures about Fair Value of Financial Instruments ” , requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company ’ s financial instruments consist primarily of cash.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.

DESCRIPTION OF BUSINESS

General

The objective of this corporation is to provide a credit option services to anyone, for any major bank in Costa Rica, Canada, United-States, South and Central America. To do so, our business model will consist of developing a website that will provide all the necessary information. The website will be updated on a regular basis to keep the information as accurate as possible in concordance with the banks ’ websites.

Toucan Interactive inc. is incorporated in the State of Nevada on January 24 ^th , 2014. Our official business address is located in Sabanilla de Montes de Oca, Urbanizacion Carmiol, Casa 254, San Jose, Costa Rica. Our telephone number is 514-448-4530. Also, we have established a fiscal year end of February 28 ^st .

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To generate income, our business model relies on four different methods.

1) Contextual Pay-Per-Click Advertising is a type of advertising that targets the users depending on the subject of interest. Such advertising has proven to be very efficient by the Google AdSence Program. For example, each time a person clicks on an ad advertised on our website, we will collect $5 from the advertiser.

2) Many financial institutions would like to have advertising on financial sites. We will offer these organizations to publish banners and other style of advertisements on our website: www. NEEDforCREDIT.com

3) Some website users will need basic information on how credit system functions in their country. We will provide online consultation, for a fee per minute, about credit options, bank systems and other useful information on creating or improving a credit history.

4) We will produce special mobile applications for all the platforms to earn money from mobile advertising.

At first, we will focus on creating a substantial number of users to be able to generate income from Contextual Advertising. Once we reach a considerable amount of users, we believe that it will facilitate our quest of signing financial institutions to place ads on our website, or to buy advertising spaces on our website. To date, we have signed two agreements. The first contract was signed between Toucan Interactive Corp. and the web designer, Mr. Nasser Bouslihim. The second contract was signed between Toucan Interactive Corp. and Mr. Dzabir Mamadov, from Kolobok Distribution Inc., a company interested in placing an ad on our website.When we start generating profit from these advertisers, we will start creating and developing Mobile Applications.

The website will be available for our users free of charge. Since we are creating an informative website, we would like our users to visit the website on a regular basis. While the users will be able to compare credit cards options from multiple banks within the same website, instead of surfing between the hundreds of major banks ’ websites available in North, Central and South America.

TECHNOLOGY

www.needforcredit.com will be an information website , working on HTML5 technology which will work on every computer platforms ( Windows, MacOS, e c t.) and every mobile device (iOS, Android, Windows Mobile, Blackberry e c t.)

At this point, we are working on developing the website. As of today, we have $4,000 in our account to pay for the website, business development and administration fees. We evaluate that the money will last for another 2 to 3 months, but if we do not receive additional financing our business will fail. Other than general administrative expenses, we need to find funding for our marketing fees. Since we have not earned any revenue from operations we will need to raise the funds as quickly as possible to be able to advertise our website. If we do not get international recognition, our website will not receive the visibility or the visitors required to get the interest of potential advertisers. For that reason, it is very important to raise the funds to advertise our website, in order for the business to survive.

In order to start generating money, we require additional funding. If we fail at finding the funds, our objectives will be delayed and our operations will follow suit. We do not have any financing at this point and it is crucial for our business to find the resources as soon as possible. Many factors influence our ability to find financing. Finding investors and commencing operations are some examples to be able to earn revenues.

We believe that the most likely source of our funds in a timely manner will be through the sale of additional shares of common stock. Since we have not generated profit to date, we cannot guarantee that the business will be profitable in the future. If we cannot generate sufficient revenues to operate profitably in a timely manner, we may have to cease operations. In the future, our ability to obtain cash flow and gain profit depends on our customers. Failure to generate revenues will obligate us to suspend or cease operations.

Since we have one officer and director, he may not have enough time to devote to the business. He did agree to spend approximately five hours a day at the beginning but he will not invest more time until our operations expand.

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For that reason, the chances of our business to fail will be high if we do not succeed in finding the funds and commencing the operations. Since he will be working sporadically on the business, operations may get interrupted or even suspended which will result in a lack of funds in a quick fashion and hence a possible cessation of operations.

At this time, we cannot guarantee our investors that we will obtain financing. If we do not raise financing to meet our obligations, we will be delayed and may have to abandon the operations. Also, because our director will own the majority of the shares, he will be able to control corporate decisions that may be disadvantageous to the other shareholders. Accordingly, he will have a significant influence on the operations, transactions and assets of the business. He will also have the power to prevent or cause a change of control. The interests of our director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

Other than the financing, our business is subject to currency exchange fluctuation. We will put our prices in U.S. dollars; however, some of our clients may pay us in foreign currency. Also, since we are located in Costa Rica, our expenses will be incurred in either the USD or the Costa Rican C olón . If we are unable to successfully protect ourselves against currency fluctuations, our profits will also fluctuate and we could incur loses even if our business is doing fine.

AGREEMENTS WITH WEB DESIGNERS AND ADVERTISORS

To this date, we have signed two agreements. The first one was signed between Toucan Interactive Corp. and the web designer, Mr. Nasser Bouslihim. Some of the terms of the agreement are listed below:

Cancellation of Work . In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the designer.

By Client : Client may cancel work on the website at any time by submitting notice to The Developer via email. The Developer will halt work upon receipt of letter from Client requesting cancellation. At that time, Client will be responsible for paying for all work completed prior to The Developer ’ s receipt of cancellation request. Work completed shall be billed at an hourly rate of $75 per hour. If, at the time of request for refund, work has been completed beyond the amount of work paid for by the initial payment, the Client shall pay for work completed.

By The Developer : The Developer reserves the right to refuse service and cancel a website project if necessary, in which case, the balance of the initial payment will be returned to Client after all applicable fees have been deducted for work completed. The Developer may cancel project for any reason he deems necessary, including but not limited to Client not providing necessary information, text and graphics in a timely fashion to The Developer.

Copyright . The Client represents that all website content including logos, trademarks, photos, illustrations, audio, video, and written content provided to The Developer are owned by the Client, or the Client has received explicit permission for use, and do not violate United States copyright law.

Fees . Fees for website servicing are $75 per hour. Before The Developer will begin work on the website, Client must sign and return this contract with the initial payment of half of the total estimate quoted below. A final bill will be mailed to the Client upon completion of the project.

Deadlines . The Developer agrees to have Client ’ s website completed no later than 30 days from the 30% deposit paid to begin the assignment. This deadline can be reached only if the Client has provided all necessary graphics, text content, and logins to The Developer. The Developer shall not be held responsible for delays to site development arising out of Client ’ s delays in providing graphics, text, and logins to The Developer.

If website is not completed by the 30 day deadline due to lack of Client assistance, The Developer may:

a) Extend the project deadline or

b) Close the project and bill Client for work completed at $75 per hour, or

c) The Developer will create a website using all content that has been provided, and send a final bill for work completed to meet the project deadline.

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The second agreement was signed between Toucan Interactive Corp. and Mr. Dzabir Mamadov, from Kolobok Distribution Inc., a company interested in placing an advertisement on our website. Some of the terms of the agreement are listed below:

COMPENSATION

In consideration of its advertising services, the Customer agrees to pay the advertising fees set forth on the fee schedule as published in the www.NeedForCredit.com Media Guide. The Customer will also pay any sales and other taxes based upon the fees set forth therein. Advertising fees will be paid monthly, in advance, on or before the first day of the monthly billing cycle during the term hereof. Www.NeedForCredit.com will charge interest and service charges on monthly accounts that are delinquent at the maximum rates allowable by law. The Customer will be responsible for all collection costs and attorney fees if it is necessary to pursue collection efforts to collect on an account. Www.NeedForCredit.com reserves the right to suspend advertising services until Customer's account is brought current. Www.NeedForCredit.com has the right to terminate this Agreement if any advertising fee is delinquent.

PROPRIETARY RIGHTS

Www.NeedForCredit.com will retain all proprietary rights in and to its respective sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. Www.NeedForCredit.com does not grant the other any rights in and to such proprietary material except that the Customer hereby grants the www.NeedForCredit.com a non-exclusive license to use the advertising material provided, including its trademarks and copyrights, and the right to hyperlink to Customer's site from its site during the term of this Agreement. Upon termination of this Agreement, www.NeedForCredit.com agrees to remove the hyperlink and the advertising materials provided from its site within a reasonable time.

INDEMNIFICATION

The Customer will indemnify and hold www.NeedForCredit.com harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, settlement fees, and all other direct and indirect expenses and losses that may occur arising from the breach of any of the representations and warranties that the Customer has made to www.NeedForCredit.com and otherwise arising directly or indirectly from the placement of its advertising materials on the www.NeedForCredit.com Site.

TERMINATION

The Customer may terminate this Agreement, with or without cause, by giving 2 days advance notice of its intent to terminate. Www.NeedForCredit.com reserves the right to terminate this Agreement for any reason, with or without cause, upon 2 days written notice to Customer.

THE WEBSITE

Until now, we have purchased a domain name: www.NEEDforCREDIT.com. Our website is currently under construction. It will operate as follows: A user will visit our website to gather all the credit options he possesses in all the different major banks of the Americas. The informative content of the website will be taken from the banks ’ websites and updated regularly.

Once we become internationally recognized, we believe that we will be receiving more advertisement space demands, from financial institutions and other companies. At this moment, we have one advertising contract with Mr. Dzabir Mamadov from Kolobok Distribution Inc., and one agreement with Mr. Nasser Bouslihim, a web developer.

EMPLOYEES

We are a development stage company and we have no employees as of the date of this prospectus, other than our sole officer and director. If our officer and director should resign or die, we will not have a chief executive officer. This could result in our operations suspending until we find another CEO or our investors might lose their money. Since we do not possess a personal life insurance on our existing CEO and we do not have a contract for his services, the investors will have a great chance of losing their investment in the event of us losing our CEO.

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FEDERAL SECURITIES LAWS

While we are incorporated in the State of Nevada, our place of business and director are foreigners. Consequently, it may be difficult for U.S. investors to affect service of process on our director in the United States and to enforce judgment obtained in U.S. courts against him, based on the civil liability provisions of the United States securities laws. Since all our assets will be located outside the U.S., it may be impossible to collect or enforce a judgment against us or our director.

TARGET MARKET

Toucan Interactive Corp. will be offering information on mortgages, credit cards and line of credits offered by all the major banks available in the Americas. We would like to be recognized as the main informative website location to get all the required information for our users. Although we are located in Central America, our content may be helpful for users all over the world, to help choose a bank in the Americas that will be answering their specific needs.

OUR COMPETITION

To our knowledge, a website that provides the same services as ours does not exist. Our users will be able to choose a bank by visiting our website alone, instead of surfing the major banks website, one after the other.

MARKETING

We will be using all the internet marketing tools to get international recognition. Twitter, Facebook, Google and Yahoo will make a good start. We could link our website to many of these sites in order to make ourselves visible and competitive. However, we will probably need professional marketing firm to make us more attractive, especially if we want the financial institutions to advertise with us.

PUBLIC COMPANY

As of now, we do not trade on the Over-The-Counter Bulletin Board. Once we start trading, the value of our investors ’ investment could decrease due to the volatility associated with Bulletin Board. Other factors might decrease the value of the stock such as: failure to obtain our operating budget and profit, decline in demand for our common stock, general economic trends, etc.

For our business plan to succeed, we must raise additional capital. If we do not find another way to receive funding, we will have to sell shares of common stock. If we do so, we might affect the value of the shares.

As for cash dividends, we have never paid any on our common stock, and we do not expect to pay any, at any time in the future. Hence, a return on investment will depend solely on an increase of our common stock on the market.

Finally, we do not have any experience as a public company. We have never operated a public company and we have never dealt with all the rules and regulations required from such a company. For that reason, if we do not operate successfully as a public company, the investors might lose all the investments with us.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS

The following table sets forth as of February 28 ^st , 2014, the names, positions and ages of our current executive officers and directors


Name and Address of Executive Officer and/or Director	Age	Position

Mikhail Bukshpan Sabanilla de Montes de Oca, Urbanizacion Carmiol, Casa 254, San Jose, Costa Rica	40	President, Secretary, Treasurer and Director

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The following is a brief description of the business experience of our executive officers, director and significant employees:

Mikhail Bukshpan has acted as our President, Secretary, Treasurer and sole Director since our incorporation on January 28, 2014. Our president will be devoting approximately 40% of his business time to our operations. Once we expand operations, and are able to attract more customers to advertise on our website, Mikhail Bukshpan has agreed to commit more time as required. Because Mikhail Bukshpan will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.

Our Director ’ s Biography

In 1996, Mr. Bukshpan graduated from the Moscow Institute of Economics and Statistics, Faculty of Economic Cybernetics, specialty programmer of applications for the economy.

Since 1995, he has been developing websites for the Russian government. His largest project is a web server for the "Elections in Russia", which was in the TOP-100 most popular political sites in Russia.

Since 2001, he developed the server health statistics www.evidencematters.com that won the 2002 Montreal City Hall contest as "The most promising online project of the year. ”

From 2005 to the present time, Mr. Bukshpan was working on developing his own internet site www.needforvid.com .

TERM OF OFFICE

Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Mikhail Bukshpan, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director ’ s business and personal activities and relationships as they may relate to us and our management.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.

SIGNIFICANT EMPLOYEES

We have no employees. Our sole officer and director, Mikhail Bukshpan, is an independent contractor to us and currently devotes approximately twenty five hours per week to company matters. After receiving funding pursuant to our business plan, Mr. Bukshpan intends to devote as much time as the Board of Directors deems necessary to manage the affairs of the company.

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EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the “ Named Executive Officers ” ) from inception on January 28, 2014 until February 28, 2014:

Summary Compensation Table


Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)

Mikhail Bukshpan, President, Treasurer and Secretary	January 28, 2014 to February 28, 2014		0		0		0		0		0		0		0		0

There are no current employment agreements between the company and its officers.

Mr. Bukshpan currently devotes approximately twenty five hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our officer or director or employees.

Director Compensation

The following table sets forth director compensation as of February 28, 2014:


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Mikhail Bukshpan		-0-		-0-		-0-		-0-		-0-		-0-		-0-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mikhail Bukshpan will not be paid for any underwriting services that he performs on our behalf with respect to this offering.

On February 6, 2014, we issued a total of 4,000,000 shares of restricted common stock to Mikhail Bukshpan, our sole officer and director in consideration of $4,000.

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Mr. Bukshpan will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced by Mr. Bukshpan. Mr. Bukshpan will be repaid from revenues of operations if and when we generate revenues to pay the obligation. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Bukshpan does not bear interest. There is no written agreement evidencing the advancement of funds by Mr. Bukshpan or the repayment of the funds to Mr. Bukshpan. The entire transaction was oral.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of February 28, 2014 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage

Common Stock	Mikhail Bukshpan Sabanilla de Montes de Oca, Urbanizacion Carmiol, Casa 254, San Jose, Costa Rica	4,000,000 shares of common stock (direct)		100	%

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person ’ s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 28, 2014. As of February 28, 2014, there were 4,000,000 shares of our common stock issued and outstanding.

PLAN OF DISTRIBUTION

TOUCAN INTERACTIVE CORP. has 4,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional of 3,000,000 shares of its common stock for sale at the price of $0.03 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.

Company Director, Mr. Bukshpan, will deliver prospectuses to these individuals and to others who he believes might have interest in purchasing part of this offering. In order to buy shares you must complete and execute the

subscription agreement and return it to the Company Address: Sabanilla de Montes de Oca, Urbanizacion Carmiol, Casa 254, San Jose, Costa Rica. We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

In connection with the Company ’ s selling efforts in the offering, Mikhail Bukshpan will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “ safe harbor ” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer ’ s securities. Mr. Bukshpan is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr.

Page | 21

Bukshpan will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities.

Mr. Bukshpan is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Bukshpan will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Bukshpan will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

TOUCAN INTERACTIVE CORP. will receive all proceeds from the sale of the 3,000,000 shares being offered. The price per share is fixed at $0.03 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.03 until a market develops for the stock.

The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.03 per share.

STATE SECURITIES - BLUE SKY LAWS

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which TOUCAN INTERACTIVE CORP. has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. Our Articles of Incorporation do not authorized us to issue and preferred stock. As of February 28, 2014, there were 4,000,000 shares of our common stock issued and outstanding that was held by one registered stockholder of record, and no shares of preferred stock issued and outstanding.

COMMON STOCK

The following is a summary of the material rights and restrictions associated with our common stock.

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all

Page | 22

of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. Please refer to the Company ’ s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company ’ s securities.

ANTI-TAKEOVER LAW

Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by one of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court ’ s decision.

LEGAL MATTERS

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No "expert" or "counsel" as defined by Item 509 of Regulation S-K promulgated pursuant to the Securities Act, whose services were used in the preparation of this Form S-1, was hired on a contingent basis or will receive a direct or indirect interest in the Company, nor was any of them a promoter, underwriter, voting trustee, director, officer or employee of the Company.

Both Legal Counsel and Experts have no interest in this registration statement other than normal legal and accounting fees.

EXPERTS

John T. Root, Jr. attorney at law, has rendered an opinion with respect to the validity of the shares of common stock covered by this prospectus .

Page | 23

KLJ & Associates, LLP, our independent registered public accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. KLJ & Associates, LLP, has presented its report with respect to our audited financial statements.

AVAILABLE INFORMATION

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC ’ s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the SEC Internet site at www.sec.gov.

FINANCIAL STATEMENTS

The financial statements of TOUCAN INTERACTIVE CORP. for the period ended February 28, 2014, and related notes, included in this prospectus have been audited by, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered public accountant.

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TOUCAN INTERACTIVE CORP.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm	F-2

Financial Statements	F-3

Balance Sheet – February 28, 2014	F-3

Statement of Operations – January 28, 2014 (Inception) through February 28, 2014	F-4

Statement of Stockholders ’ Equity (Deficit) – January 28, 2014 (Inception) through February 28, 2014	F-5

Statement of Cash Flows – January 28, 2014 (Inception) through February 28, 2014	F-6

Notes to Financial Statements	F-7

Page | 1

[TOUCANFORMS1FILLED002.GIF]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Toucan Interactive Corp.

We have audited the accompanying balance sheet of Toucan Interactive Corp. as of February 28, 2014 and the related statements of operations, stockholders ’ equity (deficit), and cash flows for the period January 28, 2014 (Inception) through February 28, 2014. Toucan Interactive Corp. management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company ’ s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Toucan Interactive Corp. as of February 28, 2014, and the results of its operations and its cash flows for the period January 28, 2014 (Inception) through February 28, 2014 in conformity with accounting principles generally accepted in the United States of America.


KLJ & Associates, LLP
St. Louis Park, MN
March 31, 2014

1660 South Highway 100

Suite 500

St . Louis Park, MN 55416

630.277.2330

Page | F-2

TOUCAN INTERACTIVECORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET


ASSETS	FEBRUARY 28, 2014
Current Assets
Cash and cash equivalents	$ 4,000

Total Current Assets	$ 4,000
Total Assets	$ 4,000

LIABILITIES AND STOCKHOLDERS ’ EQUITY

Total Liabilities	$ 678

Stockholders ’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 4,000,000 shares issued and outstanding	4,000
Additional paid in capital	-
Deficit accumulated during the development stage	(678)
Total Stockholders ’ Equity	3,322

Total Liabilities and Stockholders ’ Equity	$ 4,000

See accompanying notes to financial statements.

Page | F-3

TOUCAN INTERACTIVE CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS


	For the period from January 28, 2014 (Inception) to February 28, 2014

REVENUES	$ -

OPERATING EXPENSES
Business License	678
TOTAL OPERATING EXPENSES	678

NET LOSS FROM OPERATIONS	(678)

PROVISION FOR INCOME TAXES	-

NET LOSS	$ (678)

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	4,000,000

See accompanying notes to financial statements.

Page | F-4

TOUCAN INTERACTIVE CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS ’ EQUITY

FOR THE PERIOD FROM JANUARY 28, 2014 (INCEPTION) TO FEBRUARY 28, 2014


	Common Stock		Additional Paid-in	Deficit Accumulated during the Development	Total Stockholders ’
	Shares	Amount	Capital	Stage	Equity

Inception, January 28, 2014	-	$ -	$ -	$ -	$ -

Shares issued for cash at $0.001 per share on February 6, 2014	4,000,000	4,000	-	-	4,000
Net loss for the year ended February 28, 2014	-	-	-	(678)	(678)

Balance, February 28, 2014	4,000,000	$ 4,000	$ -	$ (678)	$ 3,322

See accompanying notes to financial statements.

Page | F-5

TOUCAN INTERACTIVE CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS


	For the period from January 28, 2014 (Inception) to FEBRUARY 28, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (678)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses	-
CASH FLOWS USED IN OPERATING ACTIVITIES	(678)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock	4,000
Loans from director	678
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	4,678

NET INCREASE IN CASH	4,000
Cash, beginning of period	-
Cash, end of period	$ 4,000

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$ -
Income taxes paid	$ -

See accompanying notes to financial statements.

Page | F-6

TOUCAN INTERACTIVE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2014

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

TOUCAN INTERACTIVE Corp. was incorporated under the laws of the State of Nevada on January 28, 2014. We are a development stage company in the business of event organizing and promoting; however we have not yet conducted any venues to begin our operations. Starting in Estonia and Europe, which is our initial market..

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ( “ GAAP ” accounting). The Company has adopted a February 28 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $4,000 of cash as of February 28, 2014.

Fair Value of Financial Instruments

The Company ’ s financial instruments consist of cash and cash equivalents and amounts due to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Page | F-7

TOUCAN INTERACTIVE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2014

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company ’ s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company ’ s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of February 28, 2014.

Comprehensive Income

The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders ’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

TOUCAN INTERACTIVE Corp. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company ’ s results of operations, financial position or cash flow.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of February 28, 2014. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Page | F-8

TOUCAN INTERACTIVE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2014

NOTE 3 – GOING CONCERN (CONTINUED)

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management ’ s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 – LOAN FROM DIRECTOR

On January 28, 2014, director loaned $678 to incorporate the Company and file initial list with Nevada Secretary of State. The loans are unsecured, non-interest bearing and due on demand.

The balance due to the director was $678 as of February 28, 2014.

NOTE 5 – COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On February 6, 2014, the Company issued 4,000,000 shares of common stock for cash proceeds of $4,000 at $0.001 per share.

There were 4,000,000 shares of common stock issued and outstanding as of February 28, 2014.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 7 – INCOME TAXES

As of February 28, 2014, the Company had net operating loss carry forwards of approximately $678 that may be available to reduce future years ’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

Page | F-9

TOUCAN INTERACTIVE CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

FEBRUARY 28, 2014

NOTE 7 – INCOME TAXES (CONTINUED

The provision for Federal income tax consists of the following:


	FEBRUARY 28, 2014
Federal income tax benefit attributable to:
Net Operating loss carryover	$ 678
Less: valuation allowance	(678)
Net provision for Federal income taxes	$ -

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:


	FEBRUARY 28, 2014
Deferred tax asset attributable to:
Current operations	$ 231
Less: valuation allowance	(231)
Net deferred tax asset	$ -

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $678 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to February 28, 2014 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

Page | F-25

[Back Page of Prospectus]

PROSPECTUS

3,000,000 SHARES OF COMMON STOCK

TOUCAN INTERACTIVE CORP.

_______________

Dealer Prospectus Delivery Obligation

Until _____________ ___, 2014, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers ’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Page | 26

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs (assuming all shares are sold) of this offering are as follows:


SEC Registration Fee	$	11.00
Printing Expenses	$	89.00
Accounting Fees and Expenses	$	1,900.00
Auditor Fees and Expenses	$	4,700.00
Legal Fees and Expenses	$	3,000.00
Transfer Agent Fees	$	2,300.00
TOTAL	$	12,000.00

(1) All amounts are estimates, other than the SEC ’ s registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

According to your bylaws:

The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.

Page | 27

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities without registration since inception.

On February 6, 2014, TOUCAN INTERACTIVE CORP. offered and sold 4,000,000 share of common stock to our sole officer and director, Mikhail Bukshpan, for a purchase price of $0.001 per share, for aggregate offering proceeds of $4,000. TOUCAN INTERACTIVE CORP. made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended (the “ Securities Act ” ), on the basis that the securities were offered and sold in a non-public offering to a “ sophisticated investor ” who had access to registration-type information about the Company. No commission was paid in connection with the sale of any securities an no general solicitations were made to any person.

ITEM 16. EXHIBITS


Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant
3.2		Bylaws of the Registrant
5.1		Opinion re: Legality and Consent of Counsel
10.1/10.2		Agreements dated February 20, 2014, by and between the TOUCAN INTERACTIVE CORP. and Mr. Dzabir Mamadov from Kolobok Distribution Inc., and agreement dated February 25, 2014 by and between the TOUCAN INTERACTIVE CORP. and Mr. Nasser Bouslihim, web developer.
23.1		Consent of Legal Counsel (contained in exhibit 5.1) (2)
23.2		Consent of KLJ & Associates, LLP,(3)

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(a) Include any prospectus required by Section 10(a)(3) of the Securities Act;

(b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee ” table in the effective registration statement; and

2. To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof.

3. To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remains unsold at the termination of the offering.

4. For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the

Page | 28

securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(d) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “ Act ” ) may be permitted to our director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

For the purposes of determining liability under the Securities Act for any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Costa Rica on April 15 , 201 4 .

TOUCAN INTERACTIVE CORP.

Signature___________________________Title_________________________________________Date

/s/ Mikhail Bukshpan

President

April 15, 2014

Mikhail Bukshpan

/s/ Mikhail Bukshpan

Director

April 15, 2014

Mikhail Bukshpan

/s/ Mikhail Bukshpan

Principal Executive Officer

April 15, 2014

Mikhail Bukshpan

/s/ Mikhail Bukshpan

Principal Financial Officer

April 15, 2014

Mikhail Bukshpan

/s/ Mikhail Bukshpan

Principal Accounting Officer

April 15, 2014

Mikhail Bukshpan

/s/ Mikhail Bukshpan

Secretary/Treasurer

April 15, 2014

Mikhail Bukshpan

Page | 29

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Mikhail Bukshpan
Mikhail Bukshpan	President, Treasurer, Secretary and Director	April 15 , 2014

EXHIBIT INDEX


Exhibit Number		Description of Exhibit
3.1		Articles of Incorporation of the Registrant
3.2		Bylaws of the Registrant
5.1		Opinion re: Legality and Consent of Counsel
10.1/10.2		Agreements dated February 20, 2014, by and between the TOUCAN INTERACTIVE CORP. and Mr. Dzabir Mamadov from Kolobok Distribution Inc., and agreement dated February 25, 2014 by and between the TOUCAN INTERACTIVE CORP. and Mr. Nasser Bouslihim, web developer.
23.1		Consent of Legal Counsel (contained in exhibit 5.1)
23.2		Consent of KLJ & Associates, LLP

Page | 30

[ARTICLES001.JPG]

[ARTICLES002.JPG]

BYLAWS

TOUCAN INTERACTIVE CORP .

( the "Corporation")

ARTICLE I: MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meetings

The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.

Section 2 - Special Meetings

Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.

Section 3 - Place of Meetings

Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.

Section 4 - Notice of Meetings

A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.

Section 5 - Action Without a Meeting

Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.

Section 6 - Quorum

a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.

c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.

Section 7 - Voting

Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.

Section 8 - Motions

No motion proposed at an annual or special meeting need be seconded.

Section 9 - Equality of Votes

In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxy holder.

Section 10 - Dispute as to Entitlement to Vote

In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.

Section 11 - Proxy

a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointer or of his or her attorney duly authorized in writing, or, if the appointer is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxy holder need not be a shareholder of the Corporation.

b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.

ARTICLE II: BOARD OF DIRECTORS

Section 1 - Number, Term, Election and Qualifications

a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.

b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.

c) A casual vacancy occurring in the Board may be filled by the remaining Directors.

d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.

e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.

Section 2 - Duties, Powers and Remuneration

The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.

b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 3 - Meetings of Directors

a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.

b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.

c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.

d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.

e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.

f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.

g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.

h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.

i ) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.

j) All Directors of the Corporation shall have equal voting power.

Section 4 - Removal

One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.

Section 5 - Committees

a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.

b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.

ARTICLE III: OFFICERS

Section 1 - Number, Qualification, Election and Term of Office

a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.

b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.

Section 2 - Resignation

Any officer may resign at any time by giving written notice of such resignation to the Corporation.

Section 3 - Removal

Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

Section 4 - Remuneration

The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 5 - Conflict of Interest

Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.

ARTICLE IV: SHARES OF STOCK

Section 1 - Certificate of Stock

a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.

b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.

d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series hall be identical.

e) If a share certificate:

( i ) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;

(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or

(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.

Section 2 - Transfers of Shares

a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.

b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 3 - Record Date

a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.

b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.

Section 4 - Fractional Shares

Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such

shareholders . Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.

ARTICLE V: DIVIDENDS

a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.

b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:

( i ) a majority of the current shareholders of the class or series to be issued approve the issue; or

(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.

ARTICLE VI: BORROWING POWERS

a) The Directors may from time to time on behalf of the Corporation:

( i ) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,

(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and

(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).

b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.

ARTICLE VII: FISCAL YEAR

The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII: CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.

ARTICLE IX: AMENDMENTS

Section 1 - By Shareholders

All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.

Section 2 - By Directors

The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.

ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS

a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.

b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:

( i ) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;

(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;

(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;

(iv) determining the remuneration of the Directors;

(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or

(vi) the indemnification of a Director by the Corporation.

c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.

d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.

e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.

ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT

The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.

ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.

CERTIFIED TO BE THE BYLAWS OF:


	TOUCAN INTERACTIVE CORP. per:

	By:	/s/ Mikhail Bukshpan
		Mikhail Bukshpan,
		Secretary

John T. Root, Jr.

ATTORNEY AT LAW

P.O. Box 5666

Jacksonville, Arkansas 72076

Phone: (501) 529-8567

Fax: (501) 325-1130

^{John T. Root, Jr.}

j.root.5013@gmail.com

April 3, 2014

Toucan Interactive Corp.

Sabanilla de Montes de Oca

Urbanizacion Carmiol, Casa 254

San Jose, Costa Rica

Re:

Registration Statement on Form S-1 filed by Toucan Interactive Corp.

Ladies and Gentlemen:

I have acted as special securities counsel to, Toucan Interactive Corp., a

Nevada corporation (the “ Registrant ” ), in connection with my review of, and the

preparation and filing by the Registrant of a registration statement on Form S-1 (the

“ Registration Statement ” ) with the U.S. Securities and Exchange Commission (the

“ Commission ” ) under the Securities Act of 1933, as amended (the “ Securities Act ” ),

with respect to the registration of 3,000,000 shares of the Registrant ’ s common stock,

par value $0.001 per share, ( “ the Shares ” ). Such Shares are, as described in the

Registration Statement filed on Form S-1 with the Securities and Exchange

Commission under the Securities Act of 1933, as amended (together with all

amendments thereto) (the “ Registration Statement ” ), proposed to be distributed by

the Registrant pursuant to the referenced Registration Statement.

In connection with this opinion, I have examined and relied upon the originals

or copies of such documents, corporate records, and other instruments as I have

deemed necessary or appropriate for the purpose of this opinion.

In my examination, I have assumed the genuineness of all signatures, the legal

capacity of all natural persons, the authenticity of all documents submitted to me as

originals, the conformity to original documents of all documents submitted to me as

certified or photostatic copies and the authenticity of the originals of such documents,

and the accuracy and completeness of the corporate records made available to me by

the Registrant

Based upon the foregoing, and in reliance thereon, I am of the opinion that the

Shares have been duly authorized, and when distributed will be legally issued, fully

paid and non-assessable.

I hereby consent in writing to the reference to my name under the caption

"Interests of Named Experts and Counsel" in the Prospectus included in the

Registration Statement and the use of my opinion as an exhibit to the Registration

Statement and any amendment thereto.

Sincerely

[TOUCANS1OPINIONLETTER4320002.GIF]

John T. Root, Jr.

Page 1 of 5

Agreement for Internet Advertising Services

This Agreement for Internet Advertising Services (the "Agreement") is made and effective fifteen (15) business days after the launch of www.Need ForCredit.com.

BETWEEN: Toucan Interactive Corp. a corporation organized and existing under the laws of the State of Nevada, with its head office located at:

Sabanilla de Montes de Oca

Urbanizacion Carmiol, Casa 254

San Jose, Costa Rica

AND: Kolobok Distribution Inc. (the "Customer")

770 RUE VERSAILLES

MONTREAL QC H3S1Z4 CANADA

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

RECITALS

A. Toucan Interactive Corp. owns and operates an Internet Site located at www.NeedForCredit.com. Www.NeedForCredit.com contains graphical and text-based descriptions of advertised sites along with a hypertext link to the advertised site. When the hypertext link is selected by the party accessing the site ("User"), a new window is opened and the User is transported to the URL for the advertised site.

B. The Customer owns and operates an Internet Site (the "Advertised Site").

1. ADVERTISING MATERIALS

a. The Customer agrees to submit to www.NeedForCredit.com, on the day of acceptance of this Agreement, advertising materials to be used by www.NeedForCredit.com which shall meet its Uniform Advertising Specifications set forth and described in the www.NeedForCredit.com media guide.

b. Www.NeedForCredit.com has the right and option to approve, in its absolute discretion, the content of any advertising material that the Customer submits, if www.NeedForCredit.com finds that it does not meet its Uniform Advertising Specification, if it is objectionable to www.NeedForCredit.com in any way, if it contains false or misleading information, if it contains any illegal information, if it contains any vulgar or pornographic items, or for any other reason, in www.NeedForCredit.com sole discretion. If the www.NeedForCredit.com rejects any adverting material that the Customer submitted, www.NeedForCredit.com will notify the Customer. Even after www.NeedForCredit.com accepts the advertising, the www.NeedForCredit.com has the right to remove it if it does not function correctly or for any of

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the reasons described above. Www.NeedForCredit.com placing the advertising on its page does not signify its approval or waiver of the right to object to it in the future.

c. Www.NeedForCredit.com has the right to terminate this Agreement if www.NeedForCredit.com removes or fail to approve any materials that the Customer submits in which case any prepaid advertising fee shall be returned to the Customer. The Customer will not have any damages or other remedies, in law or in equity against www.NeedForCredit.com for failing to place or removing any advertising except for the return of any unused prepaid advertising fees.

d. The Customer may periodically make changes to its advertising material which the www.NeedForCredit.com must also approve. Www.NeedForCredit.com will charge a fee at its standard fee schedule rate for changing to the Customer advertising materials on www.NeedForCredit.com site. The Customer will provide the www.NeedForCredit.com with changed materials that Customer desires publish. Www.NeedForCredit.com will use its reasonable efforts to make the changes that Customer submits within 2 business days after www.NeedForCredit.com approve the same.

2. SERVICES TO BE PROVIDED

a. Www.NeedForCredit.com does not guarantee any given amount of Impressions to Customer's page as a result of its advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto.

b. Www.NeedForCredit.com will use reasonable efforts to make its Advertising Site available for display through the World Wide Web. Www.NeedForCredit.com is not responsible for periodic downtime for maintenance, backup, acts of God, and other circumstances beyond its control or which are a normal part of the Internet business.

c. Www.NeedForCredit.com will not place links to the Customer's website or website content in newsgroups, message boards, unsolicited email and other types of spam, chat rooms, guest books, IRC channels or through similar Internet resources. Www.NeedForCredit.com will be held accountable for any monetary damages suffered by the Customer, sustained through contravention of this Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration.

d. Www.NeedForCredit.com shall be responsible for tracking Impressions to the Customer site through the advertisements that are included on its site. Www.NeedForCredit.com will report this information via Email on a monthly basis. The Customer will agree to treat this information as confidential. The Customer may use it for its internal business and marketing planning, but may not disclose it to third parties without an advanced written consent.

3. PLACEMENT OF THE ADVERTISING

Www.NeedForCredit.com reserves onto its own discretion all decisions and matters concerning placement of Customer's advertisement on pages of www.NeedForCredit.com Site, software

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solutions, hardware configurations and selection, system components, categories of advertising, search engine results and search parameters and other operational and administrative matters pertaining to the construction and operation of www.NeedForCredit.com Site.

4. COMPENSATION

5. PROPRIETARY RIGHTS

6. REPRESENTATIONS AND WARRANTIES

a. The Customer represents and warrants that the advertising provided is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including but not limited to copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights. The Customer also warrants and represents that it has the unrestrictive and exclusive right to use all such materials.

b. Www.NeedForCredit.com makes no warranties that the advertising contained on www.NeedForCredit.com Site will be free from errors or defects or that the use of the hypertext link or access to its site will be uninterrupted. WWW.NEEDFORCREDIT.COM SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL THE WWW.NEEDFORCREDIT.COM BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR

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ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.

7. INDEMNIFICATION

8. FORCE MAJEURE

Www.NeedForCredit.com will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of God, storm, natural disaster, act of terrorism, utility outages or interruptions, system transmission failure, server failure, strike, lockout, or any other situation which is beyond its control.

9. TERMINATION

10. ENTIRE AGREEMENT

This Agreement and the Exhibits hereto constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. It supersedes and replaces all previous discussions, negotiations, and understandings between the parties. This Agreement may only be amended by a written amendment signed by authorized representative of both of the companies.

11. ASSIGNMENT

The Customer is not permitted to assign its rights or responsibilities hereunder. If any dispute or lawsuit between the parties arises relative to this Agreement, the prevailing party will be entitled to an award of reasonable attorney fees and costs.

12. NOTICES

All notices called for herein shall be to the parties at the addresses contained in this Agreement and shall be by certified mail or email with return receipt requested or by reputable national overnight delivery service, such as Federal Express.

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13. GOVERNING LAW

This Agreement shall be interpreted under the laws of the State of Nevada. Any and all legal actions relative hereto shall be in the courts of Nevada.

Toucan Interactive Corp. Kolobok Distribution Inc

/s/ Mikhail Bukshpan /s/ Mr. Dzabir Mamadov

Mr. Mikhail Bukshpan,

Mr. Dzabir Mamadov,

President

February 20, 2014 February 20, 2014

AGREEMENT FOR WEB DESIGN & DEVELOPMENT

1. Authorization . The Client, Toucan Interactive Corp. authorizes Nasser Bouslihim at 2305 Rosemont, Montreal, QC, H2G1T8, Canada, (herein referred to as the “ The Web Developer ” ) to develop a website for Toucan Interactive Corp., Sabanilla de Montes de Oca Urbanizacion Carmiol, Casa 254, San Jose, Costa Rica, (referred to as the “ Client ” ) for the domain www.NeedForCredit.com . The Client authorizes The Developer to access Client ’ s web host server to upload and download files as needed from the Client directory for the purposes of creating a website. The Client authorizes use of Client ’ s logo and all brand identification in the creation of the website. The Client also authorizes The Developer to submit Client ’ s site to search engines and to any other directories requested by the Client for marketing purposes. If necessary, the Client authorizes The Developer to purchase a domain, stock photography, and any other services or materials required for the express purpose of the creation of the Client ’ s website.

2. Fees . Fees for website servicing are $75 per hour. Before The Developer will begin work on the website, Client must sign and return this contract with the initial payment of half of the total estimate quoted below. A final bill will be mailed to the Client upon completion of the project.

3. Estimate . The following is an estimate for services to be rendered. The initial fee required for The Developer to begin work is 10% of the estimated amount ($500). Estimates are based at a rate of seventy five dollars ($75) per hour. Final fees and expenses shall be shown when invoice is rendered. The Client ’ s approval shall be obtained in writing for any increases in fees or expenses that exceed the original estimate by 10% or more.

The Developer will create an informative website for the amount of approximately $5,000.

The Developer will not proceed with any work that would exceed the original estimated total until receiving written approval from Client for the new estimated total.

4. Completion . The Developer will submit final website to Client for approval in writing. If necessary, the Developer will submit final website to search engines when both Client and The Developer agree that website is ready for submission to search engines and directories.

5. Payment Terms . Until payment is received in full, The Developer owns the website design and any files created for the website. Once The Developer has received payment in full, the website ownership is transferred to the Client. The Developer will bill client monthly for work performed on an hourly basis at the rate of $75 per hour. Any deposits paid by Client will be credited against The Developer ’ s fee for each monthly billing cycle. After all credits have been applied for Client ’ s deposit(s), payment for work done through the time of invoicing is due upon receipt of invoice.

6. Default in Payment . The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

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7. Expenses . The Client shall reimburse The Developer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment.

8. Deadlines . The Developer agrees to have Client ’ s website completed no later than 30 days from the 30% deposit paid to begin the assignment. This deadline can be reached only if the Client has provided all necessary graphics, text content, and logins to The Developer. The Developer shall not be held responsible for delays to site development arising out of Client ’ s delays in providing graphics, text, and logins to The Developer.

If website is not completed by the 30 day deadline due to lack of Client assistance, The Developer may

a) Extend the project deadline or

b) Close the project and bill Client for work completed at $75 per hour, or

c) The Developer will create a website using all content that has been provided, and send a final bill for work completed to meet the project deadline.

9. Copyright . The Client represents that all website content including logos, trademarks, photos, illustrations, audio, video, and written content provided to The Developer are owned by the Client, or the Client has received explicit permission for use, and do not violate United States copyright law.

Client has also received permission from all individuals photographed to be shown on the web. Each person in photos going online understands that their face will be seen on the Internet. Any names and contact information placed on the website also have been provided with consent from each individual.

Client agrees to indemnify and hold Nasser Bouslihim harmless against all claims, including but not limited to claims of copyright or trademark infringement, violations of the rights of privacy or publicity or defamation, arising out of use of the work.

10. Ownership of Copyright . The Developer acknowledges and agrees that the Client retains all rights to copyright in the subject material.

11. Ownership and Return of Artwork . All content created by The Developer and/or his subcontractors for the Client is the property of the Client. Client hereby grants to The Developer the right to use the work for demonstration of past work performed via portfolio or advertising.

12. Cancellation of Work . In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the designer.

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of $75 per hour. If, at the time of request for refund, work has been completed beyond the amount of work paid for by the initial payment, the Client shall pay for work completed.

13. Internet Access . Access to the internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be a party to this agreement.

14. Other Electronic Commerce Business Relationships . The Client understands that the web host, credit card processing services and any other businesses not owned by The Developer are not parties to this contract and are separate business entities from The Developer. The Client understands that The Developer has no control over functionality or availability of website due to the actions or inaction of the web host server, credit card processing, online banking and any other business services the Client uses to transact business over the Internet outside of The Developer. The Developer makes no representations, warranties or guarantees for any recommendations of other Internet business partners.

15. Progress Reports . The Developer shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems, encountered, and recommended changes relating to the development and testing of the web site. The Developer shall inform the Client promptly by telephone or email upon discovery of any event or problem that may significantly delay the development of the work.

16. The Developer ’ s Guarantee for Program Use . The Developer guarantees to notify the Client of any licensing and/or permissions required for art-generating/driving programs to be used.

17. Changes . The Client shall be responsible for making additional payments for changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description.

18. Testing and Acceptance Procedures . The Developer will make every good-faith effort to test all elements of the web site thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the website, the Client shall either, accept the website and make the final payment set forth herein or, provide The Developer with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable to both The Developer and the Client.

19. Sole Agreement and Amendment . This contract constitutes the sole agreement between The Developer and the Client and hereby voids any prior agreements, written or verbal. This agreement may be amended, in writing, by both parties at any time.

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20. No Guarantees . The Developer makes no representations or guarantee as to the amount of traffic to the Client ’ s site or interest generated in the Client ’ s site. The Developer makes no representations and does not guarantee an increase in Client sales, nor does The Developer promise top listing in any search engine or directory. The Developer will use his best efforts to perform under the contract, and makes no representation or guarantee that the site will be accessible by all browser and operating systems.

21. Electronic Commerce Law . The Client agrees that the Client is solely responsible for compliance with federal and/or state laws regarding any electronic commerce conducted through their website and will hold harmless The Developer and his subcontractors from any claim, causes of action, penalty, tax, and/or tariff arising from the Client ’ s use of electronic commerce.

22. Confidentiality . The Developer understands that he will be working with confidential Client information and will only release this information to parties directly involved in website creation. Client authorizes designer to release information to third parties requiring access for site creation. This includes, but is not limited to; website and email address use rids and passwords, trade information, and banking information should the Client request online shopping. Upon website completion, Client will change any banking passwords The Developer has had access to. If Client chooses not to retain Nasser Bouslihim for website maintenance, Client will change ftp, email, and any other passwords The Developer has had access to. Client will hold The Developer harmless should breach of security occur if Client has not changed business passwords.

23. Security . Nasser Bouslihim will make reasonable attempts to protect the integrity of the Client website. This includes patching any third party software, such as Content Management Systems, used on the Client ’ s site. However, as this software is not created by Nasser Bouslihim, the designer cannot be held responsible for security flaws by the software creators. As no software or server is 100% safe from security breach, the Client understands that the designer cannot be held accountable for all security breaches should they occur. Further, The Developer is not held accountable for patching any software that has been installed to the site without The Developer ’ s knowledge.

The Developer will make updates and changes to the site, and provide information regarding the website to the Client and up two of Client ’ s designees (herein referred to as the “ points of contact ” ). Should any other employee or member of the Client ’ s organization contact Nasser Bouslihim regarding the website, the designer will contact one or all of the three designated points of contact with the issue. Client shall notify The Developer of Client ’ s designees in writing, and shall identify them by name, email address and phone number. Any email requesting changes to the site or information from the site that is not from a point of contact email on file will be referred to a current point of contact. Points of contact may be changed at any time during the maintenance of the site, provided notice is made to the designer in writing from a designated contact email.

The Client will also provide an emergency contact and phone number should there be an emergency requiring input from the Client.

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24. Accessibility, Usability, Cross-Platform Issues . The designer will do his best to make sites as accessible, useable, and cross-platform as possible. Client understands that some site features will cause a website to not meet these standards 100%. The Client understands that no website will look and function identically in all browsers and operating systems, and that any attempt to do so is futile.

Client will be informed if features requested by the Client will negatively impact website accessibility, usability, and cross-platform use. Client agrees to indemnify and hold Nasser Bouslihim harmless against all claims with regard to these matters.

25. Continuing Website Maintenance and Promotion . No agreement for continuing website maintenance and promotion is contained in this contract. The Developer could continue website maintenance and promotion at the rate of $75 per hour, unless an agreement is signed by both parties, with different fees and options.

The undersigned agrees to these terms on behalf of his or her organization or business. The undersigned represents that he/she is fully authorized to sign this agreement on behalf of the organization or business represented, and that the business entity represented is bound by this agreement.

26. Unauthorized Use and Program License . The Client will indemnify The Developer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments.

27. Warranty of Originality . The Developer warrants and represents that, to the best of his knowledge, the design work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that The Developer has full authority to make this agreement; and that the work prepared by The Developer does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of The Developer ’ s product that may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD THE DEVELOPER HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT ’ S USE OF THE DEVELOPER ’ S PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.

28. Acceptance of Terms . The signature of both parties shall evidence acceptance of these terms.

39. General Matters . This Agreement shall be governed by the laws of the state of Nevada and shall be construed in accordance therewith.

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No provision of this Agreement may be waived, except by an agreement in writing by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other provision.

This Agreement shall be binding upon the parties, their successors, and assigns.

This Agreement may be amended, altered, or revoked at any time, in whole or in part, by the written agreement of the parties hereto.

Throughout this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine and neuter shall include the feminine, wherever the context so requires.

The headings of Paragraphs are included solely for convenience of reference. If any conflict between the headings and the text of this Agreement exists, the text will control.

If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect any other provision of this Agreement. On the contrary, such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provision had never been inserted in this Agreement.

Any notice required to be in writing under this Agreement shall either be sent by certified mail, return receipt requested, or by personal delivery, or by fax, or by email and shall be considered as received from the party delivering such notice as of the date of the signing of the return receipt in the case of certified mail or upon the date of the signing of a receipt upon delivery in the case of personal delivery.

Toucan Interactive Corp.

/s/ Mikhail Bukshpan /s/ Nasser Bouslihim

Mr. Mikhail Bukshpan,

Mr. Nasser Bouslihim

President

Web Developer

February 25, 2014 February 25, 2014

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[TOUCANCONSENT331141002.GIF]

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Toucan Interactive Corp.

As independent registered public accountants, we hereby consent to the use of our audit report dated March 31, 2014, with respect to the financial statements of Toucan Interactive Corp. in its registration statement Form S-1 relating to the registration of 3,000,000 shares of common stock. We also consent to the reference of our firm under the caption “ interest of named experts and counsel ” in the registration statement.

/s/ KLJ & Associates, LLP

St. Louis Park, MN

March 31, 2014

1660 Highway 100 South

Suite 500

St. Louis Park, MN 55416

630.277.2330