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EXCEL - IDEA: XBRL DOCUMENT - REJUVEL BIO-SCIENCES, INC. | Financial_Report.xls |
EX-32.1 - REJUVEL BIO-SCIENCES, INC. | ex32_1.htm |
EX-31.2 - REJUVEL BIO-SCIENCES, INC. | ex31_2.htm |
EX-31.1 - REJUVEL BIO-SCIENCES, INC. | ex31_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K
(Mark
One)
x |
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Fiscal Year Ended
December
31, 2011
|
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For
the transition period from ________ to
________
|
TECHNOLOGY APPLICATIONS
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
|
0-53698
|
27-1116025
|
(State
or other jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
1001
Brickell Bay Drive, Suite 1716
Miami,
Fl 33131
|
||
(Address of principal executive offices) | ||
(786)
360-3429
|
||
(Registrant’s Telephone Number) | ||
Copy
of all Communications to:
Law
Office of Andrew Coldicutt
1220
Rosecrans Street, PMB 258
San
Diego, CA 92106
Phone:
619-228-4970
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
1
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
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
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
o
|
Accelerated
filer
|
o |
Non-accelerated
filer
|
o(Do not check if a
smaller reporting company)
|
Smaller
reporting company
|
x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of June 30, 2011 was NIL based upon the
price ($NIL) at which the common stock was last sold as of the last business day
of the most recently completed second fiscal quarter, multiplied by the
approximate number of shares of common stock held by persons other than
executive officers, directors and five percent stockholders of the registrant
without conceding that any such person is an “affiliate” of the registrant for
purposes of the federal securities laws. Our common stock is not traded in the
over-the-counter market and quoted on the Over-The-Counter Bulletin
Board.
As of
April 12, 2012, there were 117,248,000 shares of the registrant’s $0.001 par
value common stock issued and outstanding.
Documents
incorporated by reference: None
2
Table of
Contents
Page
|
||
PART
I
|
||
Item
1
|
Business
|
5
|
Item
1A
|
Risk Factors
|
8
|
Item
1B
|
Unresolved Staff Comments
|
8
|
Item
2
|
Properties
|
8
|
Item
3
|
Legal Proceedings
|
8
|
Item
4
|
[REMOVED
AND RESERVED]
|
8
|
PART
II
|
||
Item
5
|
Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
|
8
|
Item
6
|
Selected Financial Data
|
9
|
Item
7
|
Management's Discussion and Analysis of Financial
Condition and Results of Operations
|
9
|
Item
7A
|
Quantitative and Qualitative Disclosures about
Market Risk
|
14
|
Item
8
|
Financial Statements and Supplementary
Data
|
F-1-F-15
|
Item
9
|
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
|
15
|
Item
9A
|
Controls and Procedures
|
15
|
Item
9B
|
Other Information
|
16
|
PART
III
|
||
Item
10
|
Directors and Executive Officers and Corporate
Governance
|
16
|
Item
11
|
Executive Compensation
|
18
|
Item
12
|
Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
|
19
|
Item
13
|
Certain Relationships and Related
Transactions
|
20
|
Item
14
|
Principal Accountant Fees and
Services
|
21
|
PART
IV
|
||
Item
15
|
Exhibits
|
21
|
FORWARD-LOOKING
STATEMENTS
This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). These forward-looking statements are not
historical facts but rather are based on current expectations, estimates and
projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,”
“believe,” “foresee,” “estimate” and variations of these words and similar
expressions to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and other factors, some of which are beyond our control, are difficult to
predict and could cause actual results to differ materially from those expressed
or forecasted. These risks and uncertainties include the following:
●
|
The
availability and adequacy of our cash flow to meet our
requirements;
|
●
|
Economic,
competitive, demographic, business and other conditions in our local and
regional markets;
|
●
|
Changes
or developments in laws, regulations or taxes in our
industry;
|
●
|
Actions
taken or omitted to be taken by third parties including our suppliers and
competitors, as well as legislative, regulatory, judicial and other
governmental authorities;
|
●
|
Competition
in our industry;
|
●
|
The
loss of or failure to obtain any license or permit necessary or desirable
in the operation of our business;
|
●
|
Changes
in our business strategy, capital improvements or development
plans;
|
●
|
The
availability of additional capital to support capital improvements and
development; and
|
●
|
Other
risks identified in this report and in our other filings with the
Securities and Exchange Commission or the
SEC.
|
3
This
report should be read completely and with the understanding that actual future
results may be materially different from what we expect. The forward looking
statements included in this report are made as of the date of this report and
should be evaluated with consideration of any changes occurring after the date
of this Report. We will not update forward-looking statements even though our
situation may change in the future and we assume no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Use
of Term
Except as
otherwise indicated by the context, references in this report to “Company”,
“TAIC”, “Technology”,
“we”, “us” and “our” are references to Technology Applications International
Corporation. All references to “USD” or United States Dollars refer to
the legal currency of the United States of America.
Corporate
History
We were
incorporated as Raj Ventures, Inc., in the State of Florida on October 14, 2009,
to effect a merger, exchange of capital stock, asset acquisition or other
similar business combination, including being used as a vehicle for a reverse
merger acquisition with an operating or development stage business which desired
to utilize our status as a reporting corporation under the Exchange
Act.
On April
12, 2010, one hundred percent of the issued and outstanding common stock of the
Company was transferred and sold to Raj Ventures Funding, Inc., a company owned
and controlled by Charles J. Scimeca, which resulted in a change in control of
the Company. Ms. Colleen Foyo, Raj Ventures, Inc. sole officer and director
resigned on April 12, 2010, and Mr. Scimeca replaced such person, as the
President, Secretary and Treasurer and sole director of the Company and he
continues to serve in such capacity.
On August
26, 2010, the Company, completed the purchase of a semi-trailer mountable mobile
electron beam accelerator unit contained therein (collectively, the “e-beam”)
from High Voltage Environmental Applications, a Florida corporation (“HVEA”), in
exchange for Ten Dollars ($10) and the issuance of one hundred thousand
(100,000) shares of common stock of the Company to HVEA, which was payable as
purchase price consideration for the transaction.
On April
12, 2011, the Company filed Amended and Restated Articles of Incorporation of
the Company with the Secretary of State of Florida and changed our corporate
name from “Raj Ventures, Inc.” to “Technology Applications International
Corporation”. We also increased our authorized capital from 100 million shares
of common stock to 350 million shares of capital stock, of which 300 million
shares are common stock, par value $.001 per share, and 50 million shares are
preferred stock, par value $.001 per share (“Preferred Stock”). We also adopted
Amended and Restated Bylaws of the Company on the same date.
On April
12, 2011, The Company launched our new business plan to develop, build and sell
environmental solutions for the treatment of municipal and industrial wastewater
and sludge. We own and operate a mobile electron beam particle accelerator unit
installed in a semi-tractor trailer, which we intend to use for the
commencement of our operations and making sales presentations to
prospective customers throughout the United States, and to
other countries.
4
Our
Company
We are in
the business of developing market entry technology products and services into
early and mainstream technology products and services. We are focused on
developing and manufacturing a line of technologically advanced skin care
products and are
developing e-beam technology for uses in the cosmetic industry. We
also provide
environmental management solutions that use electron particle accelerator
technology. Our company structure is set forth in the following
chart:
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION
a
Florida Corporation
|
|||
Renuéll
Int’l, Inc.
a
Florida Corporation
(100%
owned subsidiary)
|
NueEarth,
Inc.
a
Florida Corporation
(100%
owned subsidiary)
|
Corporate
Strategy
Our
business strategy is aimed at building value through positioning each of our
operating subsidiaries as a niche provider of technology products or services
within its specific area of operation. We anticipate updating and refining our
business strategy as new opportunities present themselves. In general, the
component functions of our business model are to:
●
|
find
and acquire timely early stage technologies or technology
companies;
|
●
|
incrementally
invest, market, and refine the acquired technology
offering;
|
●
|
concentrate
initial sales efforts on focused market entry opportunities;
and
|
●
|
increase
sales to a level that establishes market acceptance, as determined by our
management.
|
Products
Through
Renuéll Int’l, Inc., we are developing a line of technologically advanced skin
care products. On July 27, 2011, we commenced providing to the marketplace our
first product, the Renuéll™ skin cream, and have generated revenues in the
amount of $1,500 as of October 20, 2011. The Renuéll™ skin cream product is
formulated with a branded compound called, NueCell™, which is enhanced using
NASA technology to create a skin care product that promotes the appearance of
age defying skin. Neither the Food and Drug Administration (“FDA”) nor any other
regulatory authority or similar regulator has approved the Renuéll™ skin cream
product.
On
December 29, 2011, and Amended on January 23, 2012, The Company, a Florida
Corporation , through its wholly-owned subsidiary, Renuéll Int’l Inc., a Florida
corporation (“Renuéll”) entered into that certain distribution agreement (the
“Distribution Agreement”) with Regenetech, Inc., a Texas corporation (“RGT”).
Pursuant to the terms and conditions of the Distribution Agreement, Renuéll
shall act as a non-exclusive distributor for a series of cosmetics created in a
rotatable perfused time varying electromagnetic force bioreactor developed,
manufactured and sold by RGT. The Distribution Agreement contains an initial two
(2) year period and shall automatically renew for another three (3) one (1) year
periods after the initial two (2) year period, giving Renuéll the ability to
increase the initial contract term up to a total of five (5) years.
The
Distribution Agreement contains customary mutual confidentiality and
indemnification provisions. The foregoing description of the Distribution
Agreement is a summary and does not purport to be complete and is qualified in
its entirety by reference to the full text thereof. A copy of the Distribution
Agreement is attached hereto as Exhibit 10.04, and is incorporated herein by
reference.
Through
NueEarth, Inc., we plan to develop, build and sell environmental solutions for
the treatment of drinking water, municipal and industrial wastewater, sludge and
produced water from oil and gas fracturing activities utilizing electron
particle accelerator (“e-beam”) technology combined with conventional methods.
The e-beam has the dual ability to enhance cosmetic products and has the
capacity to eliminate organic compounds present in water from parts per million
concentrations to non-detectable concentrations in most cases. We own and
operate a mobile e-beam unit installed on a trailer that can be attached to a
semi-truck, which we intend to use for the commencement of our operations and
making sales presentations and focusing on pilot opportunities with prospective
customers.
5
Customers
We have
three major types of customers: national and international corporations;
municipalities, governments (domestic and foreign) and governmental agencies;
retail customers, skin care professionals, spas, Doctors, and retail stores that
sell cosmetic products.
Geographic
Markets
Our
target markets are located domestically in all 50 states, internationally in
Europe as well as in the developing economies of Asia and Latin
America.
Sales
and Marketing
We plan
to focus our marketing strategy on educating prospective customers and the trade
industry about us, so that our products and services are successfully brought to
market. We plan to sell and market our products and services through attendance
at major trade and industry exhibitions, one-on-one sales meetings with
individual customers and using social media and marketing and advertising
campaigns.
Manufacturing
We
manufacture our products using independent manufacturers. We plan to engage
manufacturers to outsource manufacturing on an as needed basis and anticipate
that we will enter into manufacturing agreements with them.
Raw
Materials
The raw
materials purchased by us are from suppliers located in United States and
abroad. We are not constrained in our purchasing by any contracts or agreements
with any suppliers, manufacturers or distributors of the raw materials we may
use. We acquire raw materials based upon, among other things, availability and
price on the open wholesale market. All of our raw materials are readily
available from a large number of suppliers, manufacturers and distributors in
the United States and, if necessary, from abroad. We use raw materials on a
just-in-time basis and keep minimal inventory on hand.
Patents,
Trademarks and Licenses
Our
trademarks are owned by us, and intend to seek federal transaction registration
for the marks NueEarth™, Renuéll™, Bio-Science™, NueCell™, NueStem Cell Matrix™
and NueStem Cell Lattice™. We may federally register other trademarks in the
future as the need arises. We intend to patent our processes and designs as the
need arises; however, we currently do not have any federally registered
patents.
Competition
The
technology industry is highly competitive and varied. Many of our existing and
potential competitors have financial, personnel, marketing, customer bases and
other financial resources significantly greater than ours. These competitors
have the flexibility to introduce new products and services and pricing options
that may be more attractive than ours. We will attempt to overcome the
competitive advantages of our competitors by pursuing our strategy of developing
technologies in niche markets and which seek to provide us with brand name
recognition.
Government
Regulation
Unless
the FDA extends its regulatory authority to cosmetic products, regulation by
governmental authorities in the United States and other countries is not
expected to be a significant consideration in the sale of our products by
Renuéll Int’l, Inc. and its ongoing activities. Under current regulations, the
market introduction of the majority of non-medicated cosmetic products does not
require prior formal registration or approval by the FDA, although this could
change in the future. The cosmetic industry has established self-regulating
procedures and most companies perform their own toxicity and consumer tests.
Voluntary filings related to manufacturing facilities are made with the FDA. The
Cosmetics Division of the FDA, however, does monitor closely problems of safety,
adulteration and labeling. In addition, if the FDA should determine that claims
made by us for our products involve the cure, mitigation or treatment of
disease, the FDA could take regulatory action against our products and us. In
addition, the United States Federal Trade Commission (“FTC”) monitors product
claims made in television and radio commercials and print advertising to ensure
that any claim can be substantiated. If the FTC believes that any advertising
claim made by us with regard to the effect or benefit of our products is not
substantiated by adequate data or research and we cannot support such claim, the
FTC could also take regulatory action against our products and us.
6
Our
business activities relating to NueEarth, Inc. are subject to environmental
regulation under the same federal, state and local laws and regulations which
apply to our customers, including the Clean Water Act of 1972, as amended, and
the Resource Conservation and Recovery Act of 1976, as amended. We believe that
we conduct our business in an environmentally responsible manner and are in
material compliance with applicable laws and regulations. It is possible that
future developments, such as increasingly strict requirements of environmental
laws and enforcement policies thereunder, could affect the manner in which we
operate our projects and conduct our business, including the handling,
processing or disposal of the wastes, by-products and residues generated
thereby.
Employees
Charles
J. Scimeca is our sole officer and director who serves on a full-time basis.
None of our employees is represented by a labor union for purposes of collective
bargaining. We consider our relations with our employees to be
good.
WHERE
YOU CAN GET ADDITIONAL INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy our reports or other filings made with the
SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E.,
Washington, DC 20549. You can obtain information on the operations of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these
reports and other filings electronically on the SEC’s web site, www.sec.gov.
ITEM
1A. RISK FACTORS
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
ITEM
1B. UNRESOLVED STAFF COMMENTS
None.
ITEM
2. PROPERTIES
Our
corporate headquarters are located at 1001 Brickell Bay Drive, Suite 1716,
Miami, Fl 33131. The lease term is for twenty four months ending October 2012
and requires monthly base payments of $2,865 for the first twelve months and
$2,950 for the second twelve months. As of the date of this filing, we have not
sought to move or change our office site. Additional space may be required as we
expand our operations. We do not foresee any significant difficulties in
obtaining any required additional space. We currently do not own any real
property.
We know
of no material, existing or pending legal proceedings against our company, nor
are we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which our director, officer or any affiliates, or
any registered or beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.
ITEM
4. [REMOVED AND RESERVED]
7
ITEM
5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Common
Stock
As of
April 16, 2012, there is no public market for our Common Stock. We intend to
contact an authorized OTC Bulletin Board market-maker for sponsorship of our
securities on the OTC Bulletin Board.
As of
April 11, 2012, there were 117,248,000 shares of the
registrant’s $0.001 par value common stock issued and outstanding and were owned
by approximately 40 holders of record, based on information provided by our
transfer agent.
Recent
Sales of Unregistered Securities
On
October 20, 2011, the Company issued 101,800,000 shares of its Common Stock, par
value $0.001 per share, to a related party, in a private placement transaction,
which involved the exchange of indebtedness in the amount of $101,800 owed by
the Company to the related party, as purchase price consideration for such
shares, or a purchase price of $0.001 per share.
On
October 28, 2011, the Company issued 5,727,000 shares of its Common Stock, par
value $0.001 per share, to a consultant, in a private placement transaction,
which involved the exchange of services in the amount of $5,727 provided to the
Company by the consultant, as purchase price consideration for such shares, or a
purchase price of $0.001 per share.
On
November 8, 2011, the Company issued 5,591,000 shares of its Common Stock, par
value $0.001 per share, to a consultant, in a private placement transaction,
which involved the exchange of services in the amount of $5,591 provided to the
Company by the consultant, as purchase price consideration for such shares, or a
purchase price of $0.001 per share.
During
November and December 2011, the Company issued 236,000 shares of its Common
Stock, par value $0.001 per share, through a Private Placement Memorandum
(“PPM”) dated October 28, 2011 and notice filed on Form D with the SEC on
November 25, 2011, to several investors for a total cash consideration of
$118,000.
Subsequent
to December 2011, the Company issued 794,000 shares of its Common Stock, par
value $0.001 per share, through a PPM dated October 28, 2011 and notice filed on
Form D with the SEC on November 25, 2011 to several investors for a total cash
consideration of $397,000.
Other
than as previously disclosed, none.
Re-Purchase
of Equity Securities
None.
Dividends
We have
not paid any cash dividends on our common stock since inception and presently
anticipate that all earnings, if any, will be retained for development of our
business and that no dividends on our common stock will be declared in the
foreseeable future. Any future dividends will be subject to the discretion of
our Board of Directors and will depend upon, among other things, future
earnings, operating and financial condition, capital requirements, general
business conditions and other pertinent facts. Therefore, there can be no
assurance that any dividends on our common stock will be paid in the
future.
Securities
Authorized for Issuance Under Equity Compensation Plans
8
None.
ITEM
6. SELECTED FINANCIAL DATA
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). These forward-looking statements are not
historical facts but rather are based on current expectations, estimates and
projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,”
“believe,” “foresee,” “estimate” and variations of these words and similar
expressions to identify forward-looking statements. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and other factors, some of which are beyond our control, are difficult to
predict and could cause actual results to differ materially from those expressed
or forecasted. You should read this report completely and with the understanding
that actual future results may be materially different from what we expect. The
forward looking statements included in this report are made as of the date of
this report and should be evaluated with consideration of any changes occurring
after the date of this Report. We will not update forward-looking statements
even though our situation may change in the future and we assume no obligation
to update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Working
Capital
December
31, 2011
$
|
December
31, 2010
$
|
|||||||
Current
Assets
|
179,328 | 0 | ||||||
Current
Liabilities
|
228,367 | 24,449 | ||||||
Working
Capital (Deficit)
|
(49,039 | ) | (24,449 | ) |
Cash
Flows
December
31, 2011
$
|
For
the Period from
October
14, 2009
(date
of inception) to
December
31, 2011
$
|
|||||||
Cash
Flows from (used in) Operating Activities
|
(211,807 | ) | (234,371 | ) | ||||
Cash
Flows from (used in) Investing Activities
|
(23,243 | ) | (23,253 | ) | ||||
Cash
Flows from (used in) Financing Activities
|
409,413 | 431,987 | ||||||
Net
Increase (decrease) in Cash During Period
|
173,363 | 174,363 |
Results
for the Year Ended December 31, 2011 Compared to the Year Ended December 31,
2010
Revenues
The
Company’s revenues for the year ended December 31, 2011 and the year ended
December 31, 2010 were $1,500 and $0, respectively, which were due to the
commencement of sales of the Renuéll™ skin cream product during the period ended
December 31, 2011.
Cost
of Revenues.
9
The
Company’s cost of revenues for the year ended December 31, 2011 and the year
ended December 31, 2010 was $625 and $0, respectively, which was due to finished
goods inventory of the Renuéll™ skin cream product being sold to
customers.
Gross
Profit/Loss.
The
Company’s gross profit/loss for the year ended December 31, 2011 and the year
ended December 31, 2010 was $875 and $0, respectively, which was due to the
difference between the sales price of the Renuéll™ skin cream and the cost of
inventory being sold.
General and Administrative
Expenses.
General
and administrative expenses for the year ended December 31, 2011 and the year
ended December 31, 2010 were $228,713 and $24,871, respectively. General and
administrative expenses consisted primarily of consulting fees, rent, travel,
meals and entertainment, and preparing reports and SEC filings relating to being
a public company.
Net Loss.
Net loss
for the year ended December 31, 2011 and the year ended December 31, 2010 was
$(227,838) and $(24,871), respectively. The net loss for each of these periods
was primarily related to general and administrative expenses exceeding the
amount of revenues, if any, for the periods indicated.
Results
for the Period from October 14, 2009 (Inception) through December 31,
2011
Revenues.
The
Company’s revenues for the period October 14, 2009 (inception) through December
31, 2011 were $1,500, which were due to the commencement of sales of the
Renuéll™ skin cream product.
Cost
of Revenues
The
Company’s cost of revenues for the period October 14, 2009 (inception) through
December 31, 2011 was $625, which was due to finished goods inventory of the
Renuéll™ skin cream product being sold to customers.
Gross
Profit/Loss.
The
Company’s gross profit/loss for the period October 14, 2009 (inception) through
December 31, 2011 was $875, which was due to the difference between the sales
price of the Renuéll™ skin cream and the cost of inventory being
sold.
General and Administrative
Expenses.
General
and administrative expenses for the period October 14, 2009 (inception) through
December 31, 2011 were $256,159. General and administrative expenses consisted
primarily of consulting fees, rent, travel, meals and entertainment, and
preparing reports and SEC filings relating to being a public
company.
Net Loss.
Net loss
for the period October 14, 2009 (inception) through December 31, 2011 was
$(255,284). The net loss for this period was primarily related to general and
administrative expenses exceeding the amount of revenues for the period
indicated.
Impact
of Inflation
10
We
believe that the rate of inflation has had a negligible effect on our
operations.
Liquidity
and Capital Resources
The
ability of the Company to continue as a going concern is dependent on the
Company’s ability to raise additional capital and implement its business plan.
Since its inception, the Company has been funded by related parties through
capital investment and borrowing funds.
As of
December 31, 2011, total current assets were $179,328, which consisted of cash
and Other Current Assets.
As of
December 31, 2011, total current liabilities were $228,367, which consisted of
accounts payable, a loan from a related party, and a customer deposit. We had
negative net working capital of $(49,039) as of December 31, 2011.
During
the period from October 14, 2009 (inception) through December 31, 2011,
operating activities used cash of $(234,371). The cash used by operating
activities related to general and administrative expenses and the purchase being
inventory for resale. Except for cash in the amount of $1,500 from sales of our
products, all of the cash during this period was provided by a related party’s
loans and capital contributions, which was the Company’s sole source of cash for
this period.
Intangible
Assets
The
Company’s intangible assets were $1,680 as of December 31, 2011.
Material
Commitments
The
Company’s material commitments were $0 as of December 31, 2011.
Going
Concern
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue any extensive acquisitions and activities. For these reasons, our
auditors stated in their report on our audited financial statements that they
have substantial doubt that we will be able to continue as a going concern
without further financing.
Future
Financings
We will
continue to rely on equity sales of our common shares in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to existing stockholders. There is no assurance that we will achieve
any additional sales of the equity securities or arrange for debt or other
financing to fund planned acquisitions and exploration activities.
11
Off-Balance
Sheet Arrangements
We have
no significant 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 that are material to
stockholders.
Critical
Accounting Policies
Our
financial statements and accompanying notes have been prepared in accordance
with United States generally accepted accounting principles applied on a
consistent basis. The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We
regularly evaluate the accounting policies and estimates that we use to prepare
our financial statements. A complete summary of these policies is included in
the notes to our financial statements. In general, management's estimates are
based on historical experience, on information from third party professionals,
and on various other assumptions that are believed to be reasonable under the
facts and circumstances. Actual results could differ from those estimates made
by management.
Recently
Issued Accounting Pronouncements
In March
2010, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging
(ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The
amendments in this Update are effective for each reporting entity at the
beginning of its first fiscal quarter beginning after June 15, 2010. Early
adoption is permitted at the beginning of each entity’s first fiscal quarter
beginning after issuance of this Update. The Company’s adoption of provisions of
ASU No. 2010-11 did not have a material effect on the financial position,
results of operations or cash flows of the Company.
In
February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation
(Topic 810): Amendments for Certain Investment Funds.” The amendments in this
Update are effective as of the beginning of a reporting entity’s first annual
period that begins after November 15, 2009 and for interim periods within that
first reporting period. Early application is not permitted. The Company’s
adoption of provisions of ASU No. 2010-10 did not have a material effect on the
financial position, results of operations or cash flows of the
Company.
In
February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent
Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure
Requirements.” ASU No. 2010-09 requires an entity that is an SEC filer to
evaluate subsequent events through the date that the financial statements are
issued and removes the requirement for an SEC filer to disclose a date, in both
issued and revised financial statements, through which the filer had evaluated
subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did
not have a material effect on the financial position, results of operations or
cash flows of the Company.
In
January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving
Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB
Accounting Standards Codification (“ASC”) 820 and clarifies and provides
additional disclosure requirements related to recurring and non-recurring fair
value measurements and employers’ disclosures about postretirement benefit plan
assets. This ASU is effective for interim and annual reporting periods beginning
after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06
did not have a material effect on the financial position, results of operations
or cash flows of the Company.
In
January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where
entities that declare dividends to shareholders that may be paid in cash or
shares at the election of the shareholders are considered to be a share issuance
that is reflected prospectively in EPS, and is not accounted for as a stock
dividend. This standard is effective for interim and annual periods ending on or
after December 15, 2009 and is to be applied on a retrospective basis. The
Company’s adoption of the amendment to ASC Topic 505 did not have a material
effect on the financial position, results of operations or cash flows of the
Company.
12
In
January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value
Measurements and Disclosure”, to require reporting entities to separately
disclose the amounts and business rationale for significant transfers in and out
of Level 1 and Level 2 fair value measurements and separately present
information regarding purchase, sale, issuance, and settlement of Level 3 fair
value measures on a gross basis. This standard, for which the Company is
currently assessing the impact, is effective for interim and annual reporting
periods beginning after December 15, 2009 with the exception of disclosures
regarding the purchase, sale, issuance, and settlement of Level 3 fair value
measures which are effective for fiscal years beginning after December 15, 2010.
The Company’s adoption of the amendment to ASC Topic 820 did not have a material
effect on the financial position, results of operations or cash flows of the
Company.
The
Company has implemented all new accounting pronouncements that are in effect.
These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and the Company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of
operations.
Contractual
Obligations
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
13
ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES
(
A DEVELOPMENT STAGE COMPANY )
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
AND
CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER
31, 2011
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
F-1
|
||
December
31, 2011
|
||
Independent
Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Financial Statements
|
||
Balance
Sheets
|
F-3,4
|
|
Statements
of Operations
|
F-5
|
|
Statements
of Changes in Stockholders' Deficit
|
F-6
|
|
Statements
of Cash Flows
|
F-7,8
|
|
Notes
to Consolidated Financial Statements
|
F9-14
|
The
accompanying notes are an integral part of these financial
statements
14
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of Technology Applications International
Corporation and Subsidiaries
We have
audited the accompanying balance sheet of Technology Applications International
Corporation and Subsidiaries (a development stage enterprise)(the “Company”) as
of December 31, 2011 and 2010 and the related statements of operations,
shareholders’ equity/(deficit), and cash flows for the years then ended, and for
the period from October 14, 2009 (inception) through December 31, 2011. These
financial statements are the responsibility of the company’s management. 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 Technology Applications
International Corporation and Subsidiaries (a Florida corporation) as of
December 31, 2011 and 2010 and the results of its operations and its cash flows
for the years then ended and the period October 14, 2009 (inception) through
December 31, 2011, in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed further in Note 1, the Company
has been in the development stage since its inception (October 14, 2009) and
continues to incur significant losses. The Company's viability is dependent upon
its ability to obtain future financing and the success of its future operations.
These factors raise substantial doubt as to the Company's ability to continue as
a going concern. Management's plan in regard to these matters is also described
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/
Lake & Associates CPA’s LLC
Lake
& Associates CPA’s LLC
Schaumburg,
Illinois
April 11,
2012
The
accompanying notes are an integral part of these financial
statements
15
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES.
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
BALANCE SHEETS
December
31,
|
||||||||
ASSETS
|
2011
|
2010
|
||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$
|
174,363
|
$
|
—
|
||||
Other
current assets
|
4,965
|
—
|
||||||
Total
current assets
|
179,328
|
—
|
||||||
Intangible
assets, net
|
1,680
|
—
|
||||||
Machinery
and equipment, net
|
||||||||
17,543
|
103
|
|||||||
Total
assets
|
$
|
198,551
|
$
|
103
|
||||
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
||||||||
Liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$
|
10,000
|
$
|
4,875
|
||||
Loan
from affiliate
|
117,937 |
19,574
|
||||||
Deposit
|
||||||||
100,000
|
—
|
|||||||
Other
current liabilities
|
430
|
—
|
||||||
Total
liabilities
|
||||||||
228,367
|
24,449
|
|||||||
Shareholders'
equity (deficit)
|
||||||||
Preferred
stock, par value, $0.001 per share, 50,000,000 shares
authorized, none issued or outstanding
|
—
|
—
|
||||||
|
||||||||
Common
stock, par value $0.001 par value, 300,000,000 shares authorized,
116,454,000 and 3,100,000 shares issued and outstanding at
December
31, 2011 and 2010, respectively.
|
116,454
|
3,100
|
||||||
Additional
paid in capital
|
||||||||
109,014
|
—
|
|||||||
Accumulated
deficit
|
||||||||
(255,284 | ) |
(27,446
|
) | |||||
Total
shareholders' deficit
|
||||||||
(29,816
|
)
|
(24,346
|
)
|
|||||
Total
liabilities and shareholders' deficit
|
$
|
198,551
|
$
|
103
|
The
accompanying notes are an integral part of these financial
statements
16
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF OPERATIONS
Year
Ended December 31, 2011 and 2010 and Period from October 14, 2009
(Inception
of Development Stage) through December 31, 2011
|
|||||||||||
Year
Ended December 31, 2011
|
Year
Ended December 31, 2010
|
Period
from October 14, 2009
(inception
of development stage)
through
December 31,
2011
|
|||||||||
Revenues
|
$
|
1,500
|
$
|
—
|
$
|
1,500
|
|||||
Cost
of revenues
|
625
|
—
|
625
|
||||||||
Gross
profit
|
875
|
—
|
875
|
||||||||
Expenses
|
|||||||||||
General
and administrative
|
228,713
|
24,871
|
256,159
|
||||||||
Net
loss
|
$
|
(227,838
|
)
|
$
|
(24,871
|
)
|
$
|
(255,284
|
)
|
||
Loss
per share
|
|||||||||||
Basic
and diluted
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
|||||
Weighted
average number of shares
|
|||||||||||
Basic
and diluted
|
25,320,545
|
3,035,068
|
The
accompanying notes are an integral part of these financial
statements
17
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENT OF SHAREHOLDERS' DEFICIT
Year
Ended December 31, 2011 and 2010
|
|||||||||||||||||||||
Common
Shares
|
Common
Shares
|
Additional
Paid-in Capital
|
Accumulated
Deficit
|
Total
|
|||||||||||||||||
Balance, January 1,
2010
|
3,000,000 | $ | 3,000 | $ | - | $ | (2,575 | ) | $ | 425 | |||||||||||
Shares
issued for equipment
|
100,000 | 100 | - | - | 100 | ||||||||||||||||
Net
loss
|
- | - | - | (24,871 | ) | (24,871 | ) | ||||||||||||||
Balance, December 31,
2010
|
3,100,000 | 3,100 | - | (27,446 | ) | (24,346 | ) | ||||||||||||||
Shares
issued for cancellation of debt
|
101,800,000 | 101,800 | - | - | 101,800 | ||||||||||||||||
Shares
issued for services rendered
|
11,318,000 | 11,318 | - | - | 11,318 | ||||||||||||||||
Shares
issued for cash
|
236,000 | 236 | 117,764 | - | 118,000 | ||||||||||||||||
Syndication
costs
|
- | - | (8,750 | ) | - | (8,750 | ) | ||||||||||||||
Net
loss
|
- | - | - | (227,838 | ) | (227,838 | ) | ||||||||||||||
Balance, December 31,
2011
|
116,454,000 | $ | 116,454 | $ | 109,014 | $ | (255,284 | ) | $ | (29,816 | ) |
The
accompanying notes are an integral part of these financial
statements
18
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Year
Ended December 31, 2011 and 2010 and Period from October 14,
2009(Inception of Development Stage) through December 31,
2011
|
|||||||||||
Year
Ended December 31, 2011
|
Year
Ended December 31, 2010
|
Period
from October 14, 2009
(inception
of development stage)
through
December 31, 2011
|
|||||||||
Cash
flows from operating activities
|
|||||||||||
Net
loss
|
$
|
(227,838
|
)
|
$
|
(24,871
|
)
|
$
|
(255,284
|
)
|
||
Adjustments
to reconcile net income to net cash used in operating
activities:
|
|||||||||||
Depreciation
and amortization
|
4,123
|
7
|
4,130
|
||||||||
Shares
issued for services rendered
|
11,318
|
—
|
11,318
|
||||||||
Change
in current assets and current liabilities:
|
|||||||||||
Increase
in other current assets
|
(4,965
|
)
|
—
|
(4,965
|
)
|
||||||
Increase
in accounts payable and accrued expenses
|
5,125
|
3,805
|
10,000
|
||||||||
Increase
in other current liabilities
|
430
|
—
|
430
|
||||||||
Net
cash used in operating activities
|
|||||||||||
(211,807
|
)
|
(21,059
|
)
|
(234,371
|
)
|
||||||
Cash
flows from investing activities
|
|||||||||||
Purchase
of equipment
|
(21,543
|
)
|
(110
|
)
|
(21,553
|
)
|
|||||
Increase
in trademarks
|
(1,700
|
)
|
—
|
(1,700
|
)
|
||||||
Net
cash used in investing activities
|
(23,243
|
)
|
(110
|
)
|
(23,253
|
)
|
|||||
Cash
flows from financing activities
|
|||||||||||
Proceeds
from affiliate
|
200,163
|
19,574
|
219,737
|
||||||||
Deposit
|
100,000
|
—
|
100,000
|
||||||||
Proceeds
from issuance of common stock
|
109,250
|
100
|
112,250
|
||||||||
Net
cash provided by financing activities
|
409,413
|
19,674
|
431,987
|
||||||||
Net
change in cash and cash equivalents
|
174,363
|
(1,495
|
)
|
174,363
|
|||||||
Cash and cash equivalents,
beginning balance
|
—
|
1,495
|
—
|
The
accompanying notes are an integral part of these financial
statements
19
Cash and cash equivalents,
ending balance
|
$
|
174,363
|
$
|
—
|
$
|
174,363
|
|||||
Supplemental
disclosure of cash flow information
|
|||||||||||
Income
taxes paid
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||
Interest
paid
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||
Non-cash
transactions affecting Operating
|
|||||||||||
Investing
and Financing activities
|
|||||||||||
Issuance
of common stock - shareholder note payable
|
$
|
101,800
|
$
|
101,800
|
|||||||
Issuance
of common stock for services
|
$
|
11,318
|
$
|
11,318
|
The
accompanying notes are an integral part of these financial
statements
20
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES
|
(A
DEVELOPMENT STAGE COMPANY)
|
NOTES TO FINANCIAL
STATEMENTS
|
1. Nature
of Operations and Summary of Significant Accounting Policies
Nature
of Operations
Technology
Applications International Corporation (formerly Raj Ventures, Inc.)
(“Technology”) was incorporated on October 14, 2009 under the laws of
Florida. Renuell Int’l, Inc. and NueEarth, Inc., Technology’s wholly
owned subsidiaries and Technology, collectively, are referred to here-in as the
“Company”, a development stage company. The Company is engaged in
developing market entry technology products and services into early and
mainstream technology products and services. Through our
subsidiaries, we are focused on developing and manufacturing a line of
technologically advanced skin care products and providing environmental
management solutions that use electron particle accelerator
technology.
Principles
of Consolidation
The
consolidated financial statements include the accounts of Technology
Applications International Corporation and its wholly owned subsidiaries,
Renuell Int’l, Inc. and NueEarth, Inc. All significant inter-company
accounts and transactions have been eliminated in
consolidation.
Basis
of Presentation and Going Concern Considerations
The
accompanying consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America
(“GAAP”) applicable to a going concern which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. The Company has not yet established an ongoing source of
revenues sufficient to cover its operating costs. The Company’s
ability to continue as a going concern is highly dependent upon management’s
ability to increase near-term operating cash flows and obtain additional working
capital through the issuance of debt and or equity. If the Company is
unable to obtain adequate capital, it could be forced to cease
operations.
These
consolidated financial statements present the financial condition, and results
of operations and cash flows of the operating companies.
Development
Stage Risk
Since its
inception, the Company has been dependent upon the receipt of capital investment
to fund its operating activities. In addition to the normal risks
associated with a new business venture, there can be no assurance that the
Company’s business plans will be successfully executed. The Company’s
ability to execute its business plans is dependent on its ability to obtain
additional debt and equity financing and achieving a profitable level of
operations. There can be no assurance that sufficient financing will
be obtained or that we will achieve a profitable level of
operations.
The
accompanying notes are an integral part of these financial
statements
21
The
Company has minimal revenues generated from operations due to the sale of sample
products. Accordingly, the Company’s activities have been accounted
for as those of a “Development Stage Enterprise” as set forth in Accounting
Standards Codification (“ASC”) 915 “Development Stage
Entities”. Among the disclosures required are that the Company’s
financial statements be identified as those of a development stage company and
that the statements of operations, shareholders’ equity / (deficit) and cash
flows disclose activity since the date of the Company’s
inception.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with GAAP
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 of the financial statements and their reported amounts
of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Risks
and Uncertainties
The
Company is subject to substantial risks from, among other things, intense
competition associated with the industry in general, other risks associated with
financing, liquidity requirements, rapidly changing customer requirements and
limited operating history.
Contingencies
Certain
conditions may exist as of the date the consolidated financial statements are
issued which may result in a loss to the Company but which will only be resolved
when one or more future events occur or fail to occur. The Company's
management and legal counsel assess such contingent liabilities, and such
assessment inherently involves an exercise of judgment. In assessing
loss contingencies related to legal proceedings that are pending against the
Company or unasserted claims that may result in such proceedings, the Company's
legal counsel evaluates the perceived merits of any legal proceedings or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought.
If
the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be provided for in the Company's consolidated
financial statements. If the assessment indicates that a potential material loss
contingency is not probable but is reasonably possible, or is probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable and material would be
disclosed. Loss contingencies considered to be remote by management are
generally not disclosed unless they involve guarantees, in which case the
guarantee would be disclosed.
There
were no contingencies which could be evaluated at December 31,
2011.
Machinery
and Equipment
Machinery
and equipment are recorded at cost. Expenditures for maintenance and
repairs are charged to earnings as incurred whereas additions, renewals and
betterments are capitalized. When machinery and equipment are retired
or otherwise disposed of, the related cost and accumulated depreciation are
removed from the respective accounts, and any gain or loss is included in
operations. Depreciation of machinery and equipment is provided using
the straight-line method over the assets estimated useful lives of approximately
5 to 7 years. Leasehold improvements, if any, are amortized on a
straight-line basis over the term of the lease or the estimated useful lives,
whichever is shorter.
The
accompanying notes are an integral part of these financial
statements
22
Machinery
and equipment, as of December 31, 2011 and 2010, consisted of the
following:
Estimated
Useful Lives
|
2011
|
2010
|
||||||||
Computer
Equipment
|
3
Years
|
$ | 4,162 | $ | - | |||||
Machinery
and equipment
|
5
Years
|
3,418 | 110 | |||||||
Furniture
and fixtures
|
7
Years
|
14,073 | - | |||||||
Accumulated
depreciation
|
(4,110 | ) | (7 | ) | ||||||
$ | 17,543 | $ | 103 |
Depreciation
expense for the years ended December 31, 2011 and 2010 was $4,103 and $7,
respectively.
Intangible
Assets
Intangible
consist of trademarks which are being amortized using the straight-line method
over their estimated period of benefit, twenty years. We evaluate the
recoverability of intangible assets periodically and take into account events or
circumstances that warrant revised estimates of useful lives or that indicate
that impairment exists. All of our intangible assets are subject to
amortization. No impairments of intangible assets have been
identified during any of the periods presented.
The
estimated future amortization expense related to trademarks as of December 31,
2011 is as follows:
2012
|
$ | 21 | |||
2013
|
21 | ||||
2014
|
21 | ||||
2015
|
21 | ||||
2016
|
21 | ||||
Thereafter
|
1,575 |
Amortization
expense for the years ended December 31, 2011 and 2010 was $20 and $0,
respectively.
Long-Lived
Assets
The
Company reviews long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of definite-lived assets to be held and
used is measured by comparison of the carrying amount of an asset to future
undiscounted cash flow expected to be generated by the asset. If such
assets are impaired, the impairment is recognized as the amount by which the
carrying amount exceeds the estimated future cash flows. Assets to be
sold are reported at the lower of the carrying amount or the fair value less
costs to sell. Indefinite-lived assets are tested for impairment
annually or when impairment is suspected by a comparison of the carrying amount
of the asset to the net present value of future cash flows expected to be
generated by the asset. There were no impaired assets at December 31,
2011.
Fair
Value of Financial Instruments
The
Company considers that the carrying amount of current assets and current
liabilities approximate fair value.
Revenue
Recognition
The
accompanying notes are an integral part of these financial
statements
23
The
Company's revenue recognition policies are in compliance with Staff Accounting
Bulletin No. 104, "Revenue Recognition." Sales revenue which has been
insignificant to December 31, 2011, is recognized at the date of shipment to
customers when a formal arrangement exists, the price is fixed or determinable,
the delivery is completed, no other significant obligations of the Company exist
and collectability is reasonably assured. Payments received before
all of the relevant criteria for revenue recognition are satisfied are recorded
as unearned revenue.
Research
and Development Costs
Research
and development costs, which relate primarily to the development, design and
testing of products, are expensed as incurred. Such costs were
$18,121 and $ 0 for the years ended December 31, 2011 and 2010,
respectively.
Advertising
and Marketing
Advertising
and marketing expenses are expensed as incurred. Expense recorded for
the years ended December 31, 2011 and 2010 were $10,375 and $ 0,
respectively.
Income
Taxes
Income
taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carry-forwards. 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. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income during the period that includes the
enactment date. The Company recognizes the effect of income tax
positions only if those positions are more likely than not of being
sustained. Recognized income tax positions are measured at the
largest amount that is greater than 50% likely of being
realized. Changes in recognition or measurement are reflected in the
period in which the change in judgment occurs. The Company records
interest related to unrecognized tax benefits in interest expense and penalties
in general and administrative expenses. No interest expense or
penalties have been assessed as of, and for the years ended, December 31, 2011
and 2010.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of cash accounts. The Company places its
cash in what it believes to be credit-worthy financial
institutions. Accounts at each financial institution are insured by
the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At
December 31, 2011 and 2010, the Company’s cash balances did not exceed federally
insured limits.
Earnings
(Loss) Per Common Share
Basic earnings (loss) per share are computed by
dividing the net income (loss) for the period by the weighted average number of
common shares outstanding during the period. Diluted earnings per
share is computed by dividing the net income (loss) for the period by the
weighted average number of common and potentially dilutive common shares
outstanding during the period. There were no potentially dilutive
common shares outstanding during the period.
The
accompanying notes are an integral part of these financial
statements
24
Recent
Accounting Pronouncements
In May
2011, the Financial Accounting Standards Board (“FASB”) issued Update No.
2011-04, Fair Value
Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement
and Disclosure Requirements in U.S. GAAP and IFRS (“ASU No.
2011-04”). ASU No. 2011-04 provides a uniform framework for fair
value measurements and related disclosures between GAAP and International
Financial Reporting Standards (“IFRS”) and requires additional disclosures,
including: (i) quantitative information about unobservable inputs used, a
description of the valuation processes used, and a qualitative discussion about
the sensitivity of the measurements to changes in the unobservable inputs, for
Level 3 fair value measurements; (ii) fair value of financial instruments not
measured at fair value but for which disclosure of fair value is required, based
on their levels in the fair value hierarchy; and (iii) transfers between
Level 1 and Level 2 of the fair value hierarchy. ASU No. 2011-04 is
effective for interim and annual periods beginning on or after December 15,
2011. The adoption of this update on January 1, 2012 is not expected to
have a material impact on our consolidated financial statements.
In June
2011, the FASB issued Update No. 2011-05, Comprehensive Income (Topic 220):
Presentation of Comprehensive Income (“ASU No. 2011-05”). ASU No.
2011-05 requires the presentation of net income and other comprehensive income
in one continuous statement or in two separate but consecutive statements.
ASU No. 2011-05 is effective for interim and annual periods beginning on or
after December 15, 2011, with early adoption permitted. The Company
will adopt this guidance January 1, 2012 and is not expected to have a material
impact on our consolidated financial statements.
2. Commitments
and Contingencies
The
Company leases its corporate office space under an agreement expiring October
31, 2012. The lease contains provisions for escalations.
Future
minimum lease payments are approximately as follows:
2012 | $ | 29,500 |
Rent
expense was approximately $34,900 and $7,000 for the years ended December 31,
2011 and 2010, respectively.
3. Deposit
During
December 2011, the Company received $100,000 as deposit for entering into a
distribution rights agreement. As discussed in Note 7, the Company
converted this deposit into a convertible debenture subsequent to
year-end.
4. Capital
Stock
Common
Stock
On August
26, 2010, the Company issued 100,000 shares of its common stock to purchase
equipment.
On
October 20, 2011, the Company issued 101,800,000 shares of its common stock as
payment for cancellation of debt for part of the amount due to its related
party.
The
accompanying notes are an integral part of these financial
statements
25
On
October 28, 2011, the Company issued 5,727,000 shares of its common stock to a
consultant as payment for services rendered.
On
November 8, 2011, the Company issued 5,591,000 shares of its common stock to a
consultant as payment for services rendered.
During
November and December 2011, the Company issued 236,000 shares of its common
stock through a private placement to several investors for total cash
consideration of $118,000.
As
discussed in Note 7, the Company issued 794,000 shares of its common stock and
warrants to purchase up to 794,000 shares of its common stock subsequent to
December 31, 2011.
Stock Purchase
Warrants
In
conjunction with the Private Placement Memorandum dated October 28, 2011, the
Company is offering up to 10,000 Units. Each Unit consists of 1,000
shares of common stock priced at $0.50 per share and one Class A Warrant to
purchase 1,000 shares of common stock with an exercise price of $1.00 per
share. These warrants expire on the earlier of (i) 180 days after the
common stock commences quotation on the OTC Bulletin Board or (ii) one year
after the date of issuance.
Warrants
to purchase up to 236,000 shares of common stock have been issued in accordance
with the Private Placement Memorandum stated above and are outstanding at
December 31, 2011. As these warrants were issued as part of a unit
sold, there has been no value assigned to them.
5. Income
Taxes
As of
December 31, 2011, the Company had net operating loss carry forwards for income
purposes of approximately $250,000 that may be offset against future taxable
income. The net operating loss carry-forwards expire through the year
2032. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs or a change in the nature of the business. Therefore, the
amount available to offset future taxable income may be limited.
No tax
benefit has been reported in the consolidated financial statements for the
realization of loss carry-forwards, as the Company believes there is high
probability that the carry-forwards will not be utilized in the foreseeable
future. Accordingly, the potential tax benefits of the loss carry-forwards are
offset by a valuation allowance as follows:
Deferred
tax asset
|
$ | 96,865 | ||
Valuation
allowance
|
(96,865 | ) | ||
Net
|
$ | - |
6. Related
Parties
An
affiliate of the Company, an entity owned by the Company’s sole officer, has
been funding operations of the Company by making payments directly to third
parties or advancing monies to the Company. These amounts bear no
interest and are payable on demand. Amounts due to the affiliate at
December 31, 2011 and 2010 are approximately $117,900 and $19,600,
respectively.
The
accompanying notes are an integral part of these financial
statements
26
7. Subsequent
Events
We have
evaluated subsequent events through the date our financial statements were
issued.
Subsequent
to December 2011, the Company issued 794,000 shares of its common stock and
warrants to purchase up to 794,000 shares of its common stock through a private
placement dated October 28, 2011 to several investors for total cash
consideration of $397,000.
Subsequent
to December 31, 2011, the Company converted the $100,000 deposit to a
convertible debenture. The convertible debenture bears interest at a
rate of five-percent (5%) per annum and is payable March 27, 2014. At
the Holder’s option, principle and unpaid accrued interest shall be convertible
into common stock at a rate of $0.50 per share. In addition to the
common stock, the Holder shall receive warrants to purchase an equal number of
shares of common stock exercisable at $1.00 per share at the earlier of 180 days
after the common stock commences quotation on the OTC Bulletin Board or March
21, 2013.
The
accompanying notes are an integral part of these financial
statements
27
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM
9A. CONTROLS AND PROCEDURES.
Disclosure
Controls and Procedures
Based on
an evaluation as of the date of the end of the period covered by report, our
Chief Executive Officer and Chief Financial Officer, conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this report to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the
SEC’s rules and forms.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and our Chief Financial
Officer, to allow timely decisions regarding required disclosure.
Management’s
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate control over
financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange
Act. Our management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2011. In making this assessment, our
management, including our principle executive officer and principle financial
officer, used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated
Framework. Our management, including our principle executive officer and
principle financial officer, has concluded that, as of December 31, 2011, our
internal control over financial reporting is effective based on these
criteria.
Changes
in Internal Control and Financial Reporting
Our
management, including our principal executive officer and principal financial
officer, has also evaluated our internal control over financial reporting, and
there have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
our last evaluation.
The
Company is not required by current SEC rules to include, and does not include,
an auditor's attestation report. The Company's registered public accounting firm
has not attested to Management's reports on the Company's internal control over
financial reporting.
Continuing
Remediation Efforts to address deficiencies in Company’s Internal Control over
Financial Reporting
Once the
Company is engaged in a business of merit and has sufficient personnel
available, then our Board of Directors, in particular and in connection with the
aforementioned deficiencies, will establish the following remediation
measures:
28
1.
|
Our
Board of Directors will nominate an audit committee or a financial expert
on our Board of Directors in fiscal 2012.
|
2.
|
We
will appoint additional personnel to assist with the preparation of the
Company’s monthly financial reporting, including preparation of the
monthly bank reconciliations.
|
ITEM
9B. OTHER INFORMATION.
None.
PART
III
ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS.
Identification
of Directors and Executive Officers
The
following table sets forth the names and ages of our current directors and
executive officers:
Name
|
Age
|
Position
with the Company
|
Director
Since
|
68
|
CEO,
CFO, President, Treasurer, Secretary, & Director
|
April
12, 2010
|
The Board
of Directors has no nominating, audit or compensation committee at this
time.
Term
of Office
Each
director is elected by the Board of Directors and serves until his or her
successor is elected and qualified, unless he or she resigns or is removed
earlier. Each of our officers is elected by the Board of Directors to a term of
one (1) year and serves until his or her successor is duly elected and
qualified, or until he or she is earlier removed from office or
resigns.
Background
and Business Experience
The
business experience during the past five years of the person presently listed
above as an Officer or Director of the Company is as follows:
Charles J. Scimeca – Mr.
Scimeca has served as our Chief Executive Officer, Chief Financial Officer,
Secretary and sole director since April 2010. Since February 2003, Mr. Scimeca
has served as President and Chief Executive Officer of Coast To Coast Equity
Group, Inc., which provides consulting services for private companies going
public, including investor relations and marketing services. Since January 1998,
Mr. Scimeca has served as President and Chief Executive Officer of Coast To
Coast Realty Group, Inc., which offers commercial and residential real estate
services. Mr. Scimeca is a licensed real estate broker.
Identification
of Significant Employees
We have
no significant employees, other than Charles J. Scimeca, our President, Chief
Executive Officer, and Director.
Family
Relationship
We
currently do not have any officers or directors of our Company who are related
to each other.
29
Involvement
in Certain Legal Proceedings
During
the past ten years no director, executive officer, promoter or control person of
the Company has been involved in the following:
(1)
|
A
petition under the Federal bankruptcy laws or any state insolvency law
which was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such
person, or any partnership in which he was a general partner at or within
two years before the time of such filing, or any corporation or business
association of which he was an executive officer at or within two years
before the time of such filing;
|
(2)
|
(3)
|
iii.
|
(5)
|
(7)
|
Such
person was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation
of:
|
ii.
|
30
iii.
|
Audit
Committee and Audit Committee Financial Expert
The
Company does not have an audit committee or an audit committee financial expert
(as defined in Item 407 of Regulation S-K) serving on its Board of Directors.
All current members of the Board of Directors lack sufficient financial
expertise for overseeing financial reporting responsibilities. The Company has
not yet employed an audit committee financial expert on its Board due to the
inability to attract such a person.
The
Company intends to establish an audit committee of the Board of Directors, which
will consist of independent directors. The audit committee’s duties will be to
recommend to the Company’s Board of Directors the engagement of an independent
registered public accounting firm to audit the Company’s financial statements
and to review the Company’s accounting and auditing principles. The audit
committee will review the scope, timing and fees for the annual audit and the
results of audit examinations performed by the internal auditors and independent
registered public accounting firm, including their recommendations to improve
the system of accounting and internal controls. The audit committee will at all
times be composed exclusively of directors who are, in the opinion of the
Company’s Board of Directors, free from any relationship which would interfere
with the exercise of independent judgment as a committee member and who possess
an understanding of financial statements and generally accepted accounting
principles.
Code
of Ethics
Our board
of directors has not adopted a code of ethics due to the fact that we presently
only have one directors and we are in the development stage of our operations.
We anticipate that we will adopt a code of ethics when we increase either the
number of our directors and officers or the number of our
employees.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who beneficially own more than ten percent of a
registered class of our equity securities to file with the SEC initial reports
of ownership and reports of change in ownership of common stock and other equity
securities of the Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and
amendments thereto furnished to us under Rule 16a-3(e) during the year ended
December 31, 2011, Forms 5 and any amendments thereto furnished to us with
respect to the year ended December 31, 2011, and the representations made by the
reporting persons to us, we believe that during the year ended December 31,
2011, our executive officers and directors and all persons who own more than ten
percent of a registered class of our equity securities complied with all Section
16(a) filing requirements.
ITEM
11. EXECUTIVE COMPENSATION
The table
set forth below summarizes the annual and long-term compensation for services in
all capacities to us payable to our sole officer and director for the fiscal
year ended December 31, 2011. Our Board of Directors may adopt an incentive
stock option plan for our executive officers that would result in additional
compensation.
31
Summary
Compensation Table
Name
and
Principal
Position
|
Fiscal
Year
Ended
12/31
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
||||||||||||||||||||||||
Charles J. Scimeca
(1)
President,
CEO, CFO, Secretary, Treasurer and Director
|
2011
|
$ | -0- | -0- | -0- | -0- | -0- | -0- | -0- | $ | -0- | ||||||||||||||||||||||
2010
|
$ | -0- | -0- | -0- | -0- | -0- | -0- | -0- | $ | -0- |
(1)
|
The
Company’s sole officer and director currently devotes approximately 35-40
hours per week to manage the affairs of the Company, including, but not
limited to the upkeep of Technology Applications International Corporation
and the research and development associated with expanding the Company to
new markets. Mr. Scimeca is the President, CEO, CFO, Secretary, Treasurer
and Director of the Company.
|
Narrative
Disclosure to Summary Compensation Table
There are
no compensatory plans or arrangements, including payments to be received from
the Company with respect to any executive officer, that would result in payments
to such person because of his or her resignation, retirement or other
termination of employment with the Company, or its subsidiaries, any change in
control, or a change in the person’s responsibilities following a change in
control of the Company.
Outstanding
Equity Awards at Fiscal Year-End
No
executive officer received any equity awards, or holds exercisable or
unexercisable options, as of the year ended December, 2011.
Long-Term
Incentive Plans
There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers.
Compensation
Committee
We
currently do not have a compensation committee of the Board of Directors. The
Board of Directors as a whole determines executive compensation.
Compensation
of Directors
Our
directors receive no extra compensation for their service on our Board of
Directors.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
Security
Ownership of Management
The
following table sets forth certain information concerning the number of shares
of our common stock owned beneficially as of April 11, 2012, by: (i) each of our
directors; (ii) each of our named executive officers; and (iii) each person or
group known by us to beneficially own more than 5% of our outstanding shares of
common stock. Unless otherwise indicated, the shareholders listed below possess
sole voting and investment power with respect to the shares they
own.
32
Name
and Address of Beneficial Owner
|
Title
of Class
|
Amount
and Nature of Beneficial
Ownership
(1)
(#)
|
Percent
of Class (2)
(%)
|
Charles
J. Scimeca
1001
Brickell Bay Drive, Suite 1716
Miami,
Fl 33131
|
Common
|
104,800,000
|
89.4%
|
All
Officers and Directors as a Group (1 Person)
|
Common
|
104,800,000
|
89.4%
|
(1)
|
The
number and percentage of shares beneficially owned is determined under
rules of the SEC and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days through the exercise of
any stock option or other right. The persons named in the table have sole
voting and investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to community property laws
where applicable and the information contained in the footnotes to this
table.
|
(2)
|
Based
on 117,248,000 issued and outstanding shares of common stock as of April
11, 2012.
|
Changes
in Control
There are
no present arrangements or pledges of the Company’s securities which may result
in a change in control of the Company.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Related
Party Transactions
Coast To
Coast Equity Group, Inc., a Florida corporation, a related party, has provided
loans to the Company in the amount of $202,576 as of September 30,
2011.
Other
than the foregoing, none of the directors or executive officers of the Company,
nor any person who owned of record or was known to own beneficially more than 5%
of the Company’s outstanding shares of its Common Stock, nor any associate or
affiliate of such persons or companies, has any material interest, direct or
indirect, in any transaction that has occurred during the past fiscal year, or
in any proposed transaction, which has materially affected or will affect the
Company.
With
regard to any future related party transaction, we plan to fully disclose any
and all related party transactions in the following manner:
●
|
Disclosing
such transactions in reports where
required;
|
●
|
Disclosing
in any and all filings with the SEC, where
required;
|
●
|
Obtaining
disinterested directors consent;
and
|
●
|
Obtaining
shareholder consent where required.
|
Director
Independence
33
For
purposes of determining director independence, we have applied the definitions
set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are
quoted does not have any director independence requirements. The NASDAQ
definition of “Independent Officer” means a person other than an Executive
Officer or employee of the Company or any other individual having a relationship
which, in the opinion of the Company's Board of Directors, would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director.
According
to the NASDAQ definition, Charles J. Scimeca is not an independent director
because he is also an executive officer of the Company.
Review,
Approval or Ratification of Transactions with Related Persons
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
ITEM
14. PRINCIPAL ACCOUNTANTING FEES AND SERVICES.
Year
Ended
December
31, 2011
|
Year
Ended
December
31, 2010
|
|||||||
Audit
fees
|
$ | 10,000 | $ | 4,500 | ||||
Audit-related
fees
|
$ | 0 | $ | 0 | ||||
Tax
fees
|
$ | 0 | $ | 0 | ||||
All
other fees
|
$ | 0 | $ | 0 | ||||
Total
|
$ | 10,000 | $ | 4,500 |
Audit
Fees
During
the fiscal years ended December 31, 2011, we incurred approximately
$10,000 in fees to our principal independent accountants for professional
services rendered in connection with the audit and reviews of our financial
statements for fiscal years ended December 31, 2011.
During
the fiscal year ended December 31, 2010, we incurred approximately $4,500 in
fees to our principal independent accountants for professional services rendered
in connection with the audit and reviews of our financial statements for fiscal
year ended December 31, 2010.
Audit-Related
Fees
The
aggregate fees billed during the fiscal years ended December 31, 2011 and 2010
for assurance and related services by our principal independent accountants that
are reasonably related to the performance of the audit or review of our
financial statements (and are not reported under Item 9(e)(1) of Schedule 14A
was $0 and $0, respectively.
Tax
Fees
The
aggregate fees billed during the fiscal years ended December 31, 2011 and 2010
for professional services rendered by our principal accountant tax compliance,
tax advice and tax planning were $0 and $0, respectively.
All
Other Fees
The
aggregate fees billed during the fiscal year ended December 31, 2011 for
products and services provided by our principal independent accountants (other
than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was
$0 and $0, respectively.
34
PART
IV
ITEM
15. EXHIBITS.
(a)
Exhibits
Exhibit
|
||
Number
|
Description of
Exhibit
|
Filing
|
3.01
|
Articles
of Incorporation
|
Filed
with the SEC on January 19, 2010 as part of our Registration of Securities
on Form 10-12G.
|
3.01(a)
|
Restated
Articles of Incorporation
|
Filed
with the SEC on April 18, 2011 as part of our Current Report on Form
8-K.
|
3.02
|
Bylaws
|
Filed
with the SEC on January 19, 2010 as part of our Registration of Securities
on Form 10-12G.
|
3.02(a)
|
Amended
Bylaws
|
Filed
with the SEC on April 18, 2011 as part of our Current Report on Form
8-K.
|
10.01
|
Lease
between Brickell Bay Tower Ltd., Inc. and Raj Ventures, Inc. dated October
18, 2010
|
Filed
with the SEC on March 28, 2010 as part of our Annual Report on Form
10-K.
|
10.02
|
Share
Purchase Agreement by and among Raj Ventures, Inc., Willowhuasca Wellness,
Inc., and Raj Ventures Funding, Inc., dated April 12, 2010
|
Filed
with the SEC on April 12, 2010 as part of our Current Report on Form
8-K.
|
10.03
|
Bill
of Sale and Assignment between Raj Ventures, Inc., and High Voltage
Environmental Applications, Inc., dated as of August 26,
2010
|
Filed
with the SEC on September 1, 2010 as part of our Current Report on Form
8-K.
|
10.04
|
Distribution
Agreement between Regenetech, Inc. and Renuéll Int’l, Inc., dated December
29, 2011 and Amended on January 23, 2011.
|
Filed
herewith.
|
10.05
|
Promissory
Note between the Company and Joe-Val, Inc., dated March 27,
2012
|
Filed
with the SEC on March 27, 2012 as part of our Current Report on Form
8-K.
|
21.01
|
List
of Subsidiaries
|
Filed
herewith.
|
31.01
|
Certification
of Principal Executive Officer Pursuant to Rule 13a-14
|
Filed
herewith.
|
31.02
|
Certification
of Principal Financial Officer Pursuant to Rule 13a-14
|
Filed
herewith.
|
32.01
|
Certification
of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley
Act
|
Filed
herewith.
|
101.INS*
|
XBRL
Instance Document
|
Filed
herewith.
|
101.SCH*
|
XBRL
Taxonomy Extension Schema Document
|
Filed
herewith.
|
101.CAL*
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
Filed
herewith.
|
101.LAB*
|
XBRL
Taxonomy Extension Labels Linkbase Document
|
Filed
herewith.
|
101.PRE*
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
Filed
herewith.
|
101.DEF*
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
Filed
herewith.
|
*Pursuant
to Regulation S-T, this interactive data file is deemed not filed or part of a
registration statement or prospectus for purposes of Sections 11 or 12 of the
Securities Act of 1933, is deemed not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, and otherwise is not subject to liability under
these sections.
35
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION
Dated: April 13, 2012 | |||
/s/ Charles J. Scimeca | |||
By: Charles J. Scimeca | |||
Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer) |
Pursuant
to the requirement of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated:
Dated: April 13, 2012 | |||
/s/ Charles J. Scimeca | |||
Charles J. Scimeca - Director |
36