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EX-23.2 - Technology Applications International Corpex-23_2.htm
EX-23.1 - Technology Applications International Corpex-23_1.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Technology Applications International Corporation
(Exact name of registrant as specified in its charter)

Florida
(State or other jurisdiction of incorporation)

2840
(Primary Standard Industrial Classification Code Number)

0-53698
(Commission File Number)

27-1116025
(IRS Employer Identification No.)

1001 Brickell Bay Drive, Suite 1716
Miami, Fl 33131
 (Address of registrant’s principal executive offices)

(786) 360-3429
(Registrant’s Telephone Number)


Copies of all communications to:
Law Office of Andrew Coldicutt
1220 Rosecrans Street, PMB 258
San Diego, CA 92106
www.ColdicuttLaw.com
Andrew@ColdicuttLaw.com
(619) 228-4970


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

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, 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 amendment 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 amendment 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.

Large accelerated filer [ ]                                           Accelerated Filer [ ]

Non-accelerated filer   [ ]                                           Smaller reporting company [x]


CALCULATION OF REGISTRATION FEE
 
Title of Each Class Of Securities to be Registered
 
Amount to be
Registered
 
Proposed Maximum
Aggregate
Offering Price
per share (2)
 
Proposed Maximum
Aggregate
Offering Price (3)
 
Amount of
Registration fee (1)
 
Common Stock, par value $0.001 to be sold by the selling Shareholders
 
 
12,448,000
 
 
$1.00
 
 
$12,448,000
 
 
$1426.54
 
Common Stock Underlying Warrants (the “Class A Warrants”)
 
 
1,030,000
 
 
$1.00
 
 
$1,030,000
 
 
$118.04
 
Units (4)
 
 
3,000,000
 
 
$1.00
 
 
$ ---
 
 
$ ---
 
Common Stock, par value $0.001 to be sold by the Company
 
 
3,000,000
 
 
$1.00
 
 
$3,000,000
 
 
$343.80
 
Common Stock Underlying Warrants (the “S-1 Warrants”)
 
 
3,000,000
 
 
$1.50
 
 
$4,500,000
 
 
$515.70
 
Total
 
 
19,478,000
     
 
$20,978,000
 
 
$2,404.08

(1)
Registration Fee has been paid via Fedwire.
(2)
This is the initial offering and no current trading market exists for the Company’s common stock.  The price paid for the currently issued and outstanding common stock held by the selling shareholders was valued at an average of $0.042 per share. The price paid for the currently issued and outstanding common stock held by Company directors was valued at an average of $0.001 per share.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457.
(4)
Each Unit consists of one share of Common Stock and one Common Stock Purchase Warrant.  Each Common Stock Purchase Warrant (the “S-1 Warrants”) will entitle the holder to purchase an additional share of Common Stock at a price of $1.50 per Share for a period of one (1) year from the date of this offering.
 
There is no current market for the securities. Although the registrant’s common stock has a par value of $0.001, the registrant has valued the common stock in good faith and for the purposes of the registration fee, based on $1.00 per share. In the event of a stock split, stock dividend or similar transaction involving the Company’s common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

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 SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A), MAY DETERMINE.

 
 

 

The information in this prospectus is not complete and may be changed.  The Company may not sell these securities 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.
 
PRELIMINARY PROSPECTUS
                             SUBJECT TO COMPLETION, DATED ●_____, 2012
Prospectus
Technology Applications International Corporation
19,478,000 Shares of Common Stock
$1.00 per share
Consisting of 12,448,000 Shares of Common Stock Held By
The Company Shareholders
1,030,000 Class A Warrants to Purchase Shares of
Common Stock at $1.00 Per Share
3,000,000 Shares of Common Stock at $1.00 Per Share
And
3,000,000 S-1 Warrants to Purchase Shares of Common
Stock at $1.50 Per Share
No Minimum

This is the initial offering of Common Stock of Technology Applications International Corporation (the “Company”) and no public market exists for the securities being offered.  Technology Applications International Corporation is registering for sale a total of 19,478,000 shares of its Common Stock on a "self-underwritten", best efforts basis meaning that the Company is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered. Of the shares being registered, 3,000,000 units (the “Unit” or “Units”) are being registered for sale by the Company.  Each Unit consists of one share of common stock and one common stock purchase warrant. Each common stock purchase warrant (the “S-1 Warrant”) will entitle the holder to purchase one additional share of common stock at a price of $1.50 per share for a period of one year from the date of this offering. The Units being offered by the Company will be sold on its behalf by its directors, Charles J. Scimeca and John Stickler.  The remaining 13,478,000 are being registered for sale by the selling shareholders, that amount includes 1,030,000 shares of common stock issuable upon exercise of the Class A Warrants.

The offering is being conducted on a self-underwritten basis, which means its officers and directors will attempt to sell the shares being offered by the Company.  They will not receive any commissions or proceeds for selling the shares on its behalf. There is no minimum number of shares required to be purchased.  The Company has made no arrangements to place subscription funds in an escrow, trust or similar account which means that funds from the sale of the shares will be immediately available to the Company for use in its business plan.  See “Use of Proceeds” and “Plan of Distribution”.

The 3,000,000 Units being offered for sale by the Company will be at a fixed price of $1.00 per share for a period not to exceed 180 days from the date of this prospectus, unless extended by the Board of Directors for an additional 90 days. The offering will end on __________, 2012 (date to be inserted in a subsequent amendment). The Units being offered by the Company will include 3,000,000 shares of common stock at a fixed price of $1.00 per share and 3,000,000 warrants issuable upon the exercise of the S-1 Warrants at an exercise price of $1.50 per share.

The 13,478,000 shares being offered for sale by the selling shareholders will be at a fixed price of $1.00 until the shares are quoted on the Over the Counter Bulletin Board (“OTCBB”) and thereafter at prevailing market prices or in privately negotiated transactions.  The shares being offered by the selling shareholders include 1,030,000 shares of common stock issuable upon exercise of the Class A Warrants at an exercise price of $1.00 per share.

 
1

 

Of the 13,478,000 shares being offered for sale by the selling shareholders, the Company will not receive any of the proceeds from the sale of 12,448,000 shares of common stock by the selling stockholders.  Of the remaining 1,030,000 shares issuable upon exercise of the Class A Warrants, the Company will receive $1,030,000 in the event of a cash exercise of all warrants.

All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders.

Technology Applications International Corporation is a development stage, start-up company and currently has limited operations.  The Company qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”). Any investment in the shares offered herein involves a high degree of risk. One should purchase shares only if one can afford a complete loss of one’s investment. The independent auditors have issued an audit opinion for Technology Applications International Corporation which includes a statement expressing substantial doubt as to the Company’s ability to continue as a going concern.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 11.

Neither the Securities and Exchange Commission 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.
                     
   
Offering
 
Total
 
Underwriting
 
Proceeds
 
Proceeds
   
Price
 
Amount of
 
Commissions
 
to
 
to Us
   
Per Share
 
Offering
     
Shareholders
   
                     
Common Stock sold by
 
$1.00
 
$3,000,000
 
$0
 
$0
 
$3,000,000
the Company
                   
                     
Cash Exercise of S-1
 
$1.50
 
$4,500,000
 
$0
 
$0
 
$4,500,000
Warrants
                   
                     
Common Stock sold by
 
$1.00
 
$12,448,000
 
$0
 
$12,448,000
 
$0
Selling Shareholders
                   
                     
Cash Exercise of Class A
 
$1.00
 
$1,030,000
 
$0
 
$0
 
$1,030,000
Warrants
                   
 
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.  You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Investing in the Company’s common stock is highly speculative and involves a high degree of risk.  You should carefully consider the risks and uncertainties in the section entitled “Risk Factors” beginning on page 9 of this prospectus before making a decision to purchase the stock. You should only purchase shares if you can afford a complete loss of your investment.

As of the date of this prospectus, there is no public trading market for the Company’s common stock and no assurance that a trading market for the securities will ever develop.  The information in this prospectus is not complete and may be changed. The Company will not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission for review has been cleared of comment and 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 of sale is not permitted.
 
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The date of this prospectus is August, 28, 2012
 
TABLE OF CONTENTS
 
SUMMARY OF PROSPECTUS
 
4
 
   
RISK FACTORS
 
9
FORWARD LOOKING STATEMENTS
 
18
USE OF PROCEEDS
 
   19
PLAN OF DISTRIBUTION – TERMS OF THE OFFERING
 
21
DETERMINATION OF OFFERING PRICE
 
22
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
 
22
SELLING SHAREHOLDERS
 
23
PLAN OF DISTRIBUTION – SELLING SHAREHOLDERS
 
25
DESCRIPTION OF SECURITIES
 
28
INTEREST OF NAMED EXPERTS AND COUNSEL
 
28
     
DESCRIPTION OF THE BUSINESS
 
29
     
DESCRIPTION OF PROPERTY
 
36
LEGAL PROCEEDINGS
 
37
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
37
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
38
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
41
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
 
41
EXECUTIVE COMPENSATION
 
42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
44
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
 
45
     
INDEMNIFICATION
 
47
AVAILABLE INFORMATION
 
47
FINANCIAL STATEMENTS
 
47
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
F-1

 
3

 
 
TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION

SUMMARY OF PROSPECTUS

One should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we," "us," "our," the “Company,” “Technology Applications International Corp.” and “TAIC” refer to Technology Applications International Corporation

General Information about the Company

Overview: Brief description of what the Company does

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 the corporate name from “Raj Ventures, Inc.” to “Technology Applications International Corporation”. The Company invests in emerging growth startup companies and brings marketing and organizational expertise to those companies. The Company is engaged in developing market entry technology products and services into early and mainstream technology products and services. The Company currently has two subsidiaries, NueEarth, Inc. that specializes in environmental management solutions and water purification techniques that use the Company’s mobile electron beam accelerator unit and Renuéll Int’l, Inc., that distributes and develops molecularly enhanced skin care products to help rejuvenate and freshen the appearance of one’s skin.

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, the Company has not sought to move or change the office site. Additional space may be required as the Company expands its operations. Management does not foresee any significant difficulties in obtaining any required additional space. The Company currently does not own any real property.

The Company’s fiscal year end is December 31st.

Our 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 the Company’s status as a reporting corporation under the Exchange Act.

On April 12, 2010, one hundred percent, three million shares (3,000,000), 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 as an Officer and Director of the Company.

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.

 
4

 

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 the corporate name from “Raj Ventures, Inc.” to “Technology Applications International Corporation”. The Company also increased its 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”). The Company also adopted Amended and Restated Bylaws of the Company on the same date.

On April 12, 2011, the Company launched its new business NueEarth, Inc., which is a wholly-owned subsidiary of TAIC with the plan to develop, build and sell environmental solutions for the treatment of municipal and industrial wastewater and sludge, as well as cosmetic cross-linking, medical waste disinfecting and many other possible applications. The Company owns and intends to operate a mobile electron beam particle accelerator unit installed in a semi-tractor trailer, which it intends to use for the commencement of operations and making sales presentations to prospective customers throughout the United States, and to other countries.

On August 9, 2011, the Company founded its wholly-owned subsidiary Renuéll Int’l, Inc., that markets and sells a line of molecularly enhanced skin cream products, under the brand name Renuéll.  On December, 29, 2011, and amended on January 23, 2012 the Company entered into a distribution agreement with Regenetech, whereby, Renuéll shall act as a distributor for a series of cosmetics created in a rotatable perfused time varying electromagnetic force bioreactor developed and patented by the National Aeronautics and Space Administration (“NASA”) and Regenetch, Inc., then manufactured and sold by Regenetech.

On October 20, 2011, the Company issued 101,800,000 shares of its Common Stock, par value $0.001 per share, to Coast To Coast Equity Group, Inc., a related party, in a private placement transaction, which involved the exchange of indebtedness in the amount of One Hundred One Thousand Eight Hundred Dollars ($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.

Selling Shareholders

           The Company previously sold or issued an aggregate of 12,448,000 shares in private placements and to consultants and service providers.

On August 26, 2010, the Company issued, 100,000 shares of its common stock, par value $0.001, in exchange for 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”).

           On October 28, 2011, the Company issued 5,727,000 shares of its common stock, par value $0.001, in exchange for the cancellation of debt in the amount of five thousand seven hundred twenty seven ($5,727) dollars owed to D&E Global Management, Inc., a consultant to the Company as payment for services rendered.

On November 8, 2011, the Company issued 5,591,000 shares of its common stock, par value $0.001 in exchange for the cancelling of debt in the amount of five thousand five hundred ninety one ($5,591) dollars owed to International Consulting and Equity Group, Inc., a consultant to the Company as payment for services rendered.

Between November 1, 2011 and December 31, 2011, the company entered into subscription agreements with certain investors whereby it sold an aggregate of 236 units with each unit consisting of 1,000 shares of common stock (236,000 shares) priced at $.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 for a total of one hundred eighteen thousand ($118,000) dollars.  The 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.

 
5

 

Between January 1, 2012 and February 29, 2012, the company entered into subscription agreements with certain investors whereby it sold an aggregate of 794 units with each unit consisting of 1,000 shares of common stock (794,000 shares) priced at $.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 for a total of three hundred ninety seven thousand ($397,000) dollars.  The 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.

This is the Company’s initial public offering. The Company is registering a total of 19,478,000 shares of its common stock. Of the shares being registered, 13,478,000 are being registered for sale by the selling shareholders, this amount includes 1,030,000 Class A Warrants, in addition 3,000,000 Units are being registered for sale by the Company, each Unit consists of one share of common stock and one common stock purchase warrant.  All of the shares being registered for sale by the Company will be sold at a price per share of $1.00 for the duration of the offering.  The selling shareholders will sell their shares at a price per share of $1.00 until the shares are quoted on the Over the Counter Bulletin Board and thereafter at prevailing market prices or in privately negotiated transactions.

TAIC will not receive any proceeds from the sale of any of the 12,448,000 shares of the Company’s common stock by the selling shareholders. Of the 13,478,000 shares that are being registered for the shareholders by the Company, the amount includes 1,030,000 shares of common stock issuable upon exercise of Class A Warrants. The Company Units, shareholder shares and Class A Warrants are sometimes collectively referred to in this prospectus as the “Shares”.  The Class A Warrants are exercisable at a price of $1.00 per warrant and for a period of 180 days after the commencement of the Company’s common stock publicly trading or one year after the date of issuance.  The Company will be selling all the 3,000,000 Units being offered as a self underwritten offering, each unit consists of one share of common stock and one common stock purchase warrant (“S-1 Warrant”) at an exercise price of $1.50 per S-1 Warrant. The Shares are being offered for resale under this registration, and the Selling Shareholders may sell, as soon as practicable following the effectiveness of this registration at a fixed price of $1.00 until the shares are quoted on the Over the Counter Bulletin Board (“OTCBB”) and thereafter at prevailing market prices or in privately negotiated transactions. This offering will terminate on the earlier of the sale of all of the shares offered or 180 days after the date of the prospectus, unless extended an additional 90 days by the board of directors.

The Company will receive up to $5,530,000 in the event that all the Class A Warrants and S-1 Warrants are exercised.  The proceeds, if any, will be used for general working capital purposes.

The Offering

Following is a brief summary of this offering.  Please see the “Plan of Distribution” section for a more detailed description of the terms of the offering.

 
Securities Being Offered
by the Company:
3,000,000 Units – Each unit consists of one share of common stock and one common stock purchase warrant, par value $.001, on a best-efforts basis

 
Securities Being Offered
by the Selling Shareholders:
Up to 13,478,000 shares of common stock, par value $.001, on a best-efforts basis. (Including 1,030,000 shares underlying warrants)
 
Offering Price per Share:                                                                     The offering price per share is:
(i) $1.00 per share for the 3,000,000 Units offered by the company;
(ii) $1.00 per share for securities being offered by the selling shareholders;
(iii)$1.00 per share for the 1,030,000 shares of common stock underlying the Class A Warrants.

 
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Offering Period:
The shares being sold by the Company are being offered for a period not to exceed 180 days, unless extended by the Board of Directors for an additional 90 days.

The Class A Warrants may be exercised up to the earlier of 180 days after the commencement of public trading in the Company’s stock or one year from the date of issuance of the warrant.

The S-1 Warrants may be exercised up to one year from the date of issuance of the warrant.

Net Proceeds to The Company:
$3,000,000, if all the shares are sold (Total Offering Proceeds). The Company will receive an additional $5,530,000 (assuming the exercise of all the warrants, of which there is no assurance.)

Use of Proceeds:
The Company intends to use the proceeds to commence day to day business operations.
 
Number of Shares Outstanding
Before the Offering:                                                                              117,248,000

Number of Shares Outstanding
After the Offering:
Up to 124,278,000, if all the shares are sold and all warrants exercised.

Registration Costs:
Management estimates the total offering registration costs to be $71,000.

The Company officers, directors and control persons do not intend to purchase any shares in this offering.

Jumpstart Our Business Startups Act:

Because the Company generated less than $1 billion in total annual gross revenues during the most recently completed fiscal year, it qualifies as an “emerging growth company” under the Jumpstart Our Business Startups (“JOBS”) Act.

The Company will lose the emerging growth company status on the earliest occurrence of any of the following events:

1.  
on the last day of any fiscal year in which the Company earns at least $1 billion in total annual gross revenues, which amount is adjusted for inflation every five years;

2.  
on the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement;

3.  
on the date on which the Company has, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or

 
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4.  
the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.’’

A “large accelerated filer” is an issuer that, at the end of its fiscal year, meets the following conditions:

1.  
it has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer's most recently completed second fiscal quarter;
2.  
It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and

3.  
It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.

As an emerging growth company, exemptions from the following provisions are available to us:

1.  
Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;

2.  
Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;

3.  
Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;

4.  
Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and

5.  
The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.

Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose to forgo such exemption and instead comply with the requirements that apply to an issuer that is not an emerging growth company. The Company has elected to maintain its status as an emerging growth company and take advantage of the JOBS Act provisions.
 
    Summary of Financial Information
 
The summarized financial data presented below is derived from, and should be read in conjunction with, our audited financial statements and related notes from October 14, 2009 (date of inception) to December 31, 2011, included on Page F-1 in this prospectus and the reviewed financial statements for the period ended June 30th, 2012.

Financial Summary
 
December 31,
2011 ($)
 
Cash and Deposits
   
174,363
 
Total Assets
   
179,328
 
Total Liabilities
   
228,367
 
Total Stockholder’s Deficit
   
(29,816

 
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Statement of Operations
Accumulated From
October 14, 2009
(Inception) to
June 30, 2012 ($)
 
Revenues
   
2,950
 
Cost of Revenues
   
946
 
Total Expenses
   
654,408
 
Net Loss for the Period
   
(652,404
)

We have just commenced our operations and are currently minimal revenue. Our accumulated deficit at December 31, 2011 was $(255,284). We anticipate that we will continue to incur net losses from our operations for the foreseeable future.

RISK FACTORS

An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. The following are what the Company believes are all of the material risks involved if one decides to purchase shares in this offering.

RISKS ASSOCIATED WITH THE COMPANY:

Because the Company auditors have issued a going concern opinion, there is a substantial uncertainty that it will continue operations in which case one could lose one’s investment.

The auditors have issued a going concern opinion because of the Company’s recurring losses, negative working capital, stockholder’s deficit and the absence of revenue-generating operations.  This means that there is substantial doubt that it can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about its ability to continue in business.  As such it may have to cease operations and you could lose your entire investment.

The officers and directors of the Company, currently devote approximately 30-40 hours per week to Company matters.  Neither of the Company’s officers or directors have much public company experience, and they are involved in other business activities.  The Company’s needs could exceed the amount of time or level of experience they may have.  This could result in his inability to properly manage Company affairs, resulting in it remaining a start-up company with no revenues or profits.
 
The Company business plan does not provide for the hiring of any additional employees other than outlined in its Plan of Operations until sales will support the expense. Until that time the responsibility of developing the Company’s business, the offering and selling of the shares through this prospectus and fulfilling the reporting requirements of a public company all fall upon the Company’s officers and directors.  While their business experience includes management and marketing, particularly in the real estate and financial industries; though Charles J. Scimeca has experience as a consultant to private companies going public, they do not have experience in a public company setting, including serving as a principal accounting officer or principal financial officer to a public company.  There is no formulated plan to resolve any possible conflict of interest with their other business activities.  In the event they are unable to fulfill any aspect of their duties to the Company, the Company may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of its business.

Since it is a development stage company, that has generated minimal revenues and lacks an operating history, an investment in the shares offered herein is highly risky and could result in a complete loss of your investment if the company is unsuccessful in its business plans.

This Company was incorporated in October 2009; it has just commenced its business operations; and it has generated minimal revenue.  There is minimal operating history upon which an evaluation of its future prospects can be made.  Based upon current plans, the Company expects to incur operating losses in future periods as it incurs significant expenses associated with the initial startup of its business.  Further, there is no guarantee that it will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future.  Any such failure could result in the possible closure of its business or force the company to seek additional capital through loans or additional sales of its equity securities to continue business operations, which would dilute the value of any shares you purchase in this offering.

 
9

 

The Company does not yet have any substantial assets and is totally dependent upon the proceeds of this offering to fund the business.  If it does not sell the shares in this offering, the Company will have to seek alternative financing or raise additional capital to complete its business plans or abandon them.

The only cash currently available is the cash paid by the founders for the acquisition of their shares and the funds from the Regulation D private placement funds and a Promissory Note.  In the event it does not sell all of the shares being offered by the Company, there can be no assurance that it would be able to raise the additional funding needed to implement its business plans. If it sells only a portion of the shares, the implementation of its business plan will be significantly delayed until it obtain other sources of funding. There are no plans in place to raise additional funds.

The Company cannot predict when or if it will produce revenues which could result in a total loss of your investment if it is unsuccessful in its business plans.

The Company has generated only minimal revenues from operations.  In order for it to continue with its plans and open the business, it must raise capital to do so through this offering.  The timing of the completion of the milestones needed to commence operations and generate revenues is contingent on the success of this offering. There can be no assurance that it will generate more than minimal revenues or that those revenues will be sufficient to maintain its business.  As a result, one could lose all of one’s investment if one decide’s to purchase shares in this offering and it is not successful in its proposed business plans.

Commencement and development of operations will depend on the acceptance of its proposed business.  If the Company products are not deemed desirable and suitable for purchase and it cannot establish a customer base, it may not be able to generate any revenues, which would result in a failure of the business and a loss of any investment one makes in the shares.

The acceptance of the Company’s enhanced skin care products and the e-beam water purifier is critically important to its success. The Company cannot be certain that the products that it will be offering will be appealing and as a result there may not be any demand for these products and its sales could be limited and it may never realize any revenues. In addition, there are no assurances that if it alters or changes the products it offers in the future that the demand for these new products will develop and this could adversely affect the Company’s business and any possible revenues.

If demand for the products the Company plans to offer slows, then its business would be materially affected.

Demand for products which it intends to sell depends on many factors, including:

 
 
the economy, and in periods of rapidly declining economic conditions, customers may defer luxury purchases or may choose alternate products.
       
 
 
the competitive environment in the skin care sector may force it to reduce prices below its desired pricing level or increase promotional spending.
       
 
 
our ability to anticipate changes in consumer preferences and to meet customers’ needs for skin care products in a timely cost effective manner.
       
 
 
our ability to maintain efficient, timely and cost-effective production and delivery of the products;
 
 
our ability to identify and respond successfully to emerging trends in the skin care, hair care and personal care industry;

 
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For the long term, demand for the products it plans to offer may be affected by:

 
 
the ability to establish, maintain and eventually grow market share in a competitive environment.
       
 
 
for delivery of its products globally, geopolitical changes, changes in government regulations, currency fluctuations, natural disasters, pandemics and other factors beyond the Company’s control may increase the cost of items it purchases, create communication issues or render product delivery difficult which could have a material adverse effect on its sales and profitability.
       
 
 
restrictions on access to North American markets and supplies.
 
All of these factors could result in immediate and longer term declines in the demand for the products it plans to offer, which could adversely affect its sales, cash flows and overall financial condition.

The loss of the services of the current officers and directors could severely impact the Company business operations and future development, which could result in a loss of revenues and one’s ability to ever sell any shares one purchases in this offering.

The Company’s performance is substantially dependent upon the professional expertise of the current officers and board of directors.  Each has extensive expertise in the financial, equities trading and software industries and the company is dependent on their abilities to develop its business. Also, Mr. Stickler also has experience in the cosmetics industry.  If they were unable to perform their duties, this could have an adverse effect on company business operations, financial condition and operating results if it is unable to replace them with other individuals qualified to develop and market its business. The loss of their services could result in a loss of revenues, which could result in a reduction of the value of any shares you purchase in this offering.

The Skin Care and Water Purification industries are highly competitive.

The Company, through its wholly-owned subsidiaries, expects to compete against a number of large well-established skin care and water purification companies with greater name recognition, a more comprehensive offering of products, and with substantially larger resources than the Company’s; including financial and marketing. In addition to these well-established competitors there are some smaller companies that have developed and are marketing similar products. There can be no assurance that it can compete successfully in the North American or Global markets.  If it cannot successfully compete in these highly competitive markets, it may never be able to generate revenues or become profitable. As a result, you may never be able to liquidate or sell any shares you purchase in this offering.

The Company may not be able to successfully implement its business strategy, which could adversely affect its business, financial condition, results of operations and cash flows.

Successful implementation of its business strategy depends on factors specific to skin care products and the water purification market and numerous other factors that may be beyond its control.  Adverse changes in the following factors could undermine the business strategy and have a material adverse effect on its business, its financial condition, and results of operations and cash flow:

·  
The competitive environment in the water purification and skin care markets that may force the Company to reduce prices below the optimal pricing level or increase promotional spending;
·  
Its ability to anticipate changes in consumer preferences and to meet customers’ needs for skin care products in a timely cost effective manner; and
·  
Its ability to establish, maintain and eventually grow market share in a competitive environment.

 
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We may be unable to protect the Company’s intellectual property rights and may be subject to intellectual property litigation and infringement claims by third parties.
 
We intend to protect the Company’s unpatented trade secrets and know-how through confidentiality or license agreements with third parties, employees and consultants, and by controlling access to and distribution of our proprietary information. However, this method may not afford complete protection particularly in foreign countries where the laws may not protect the proprietary rights as fully as in the United States and unauthorized parties may copy or otherwise obtain and use the Company’s products, processes or technology and there can be no assurance that others will not independently develop similar know-how and trade secrets. If third parties take actions that affect the Company’s rights or the value of its intellectual property, similar proprietary rights or reputation or it is unable to protect its intellectual property from infringement or misappropriation, other companies may be able to use its proprietary know-how to offer competitive products at lower prices and the Company may not be able to effectively compete against these companies.
 
The Company also faces the risk of claims that it has infringed third parties’ intellectual property rights. Any claims of intellectual property infringement, even those without merit, could expose the Company to the following risks, among others, it may be required to:
 
·  
Defend against infringement claims which are expensive and time consuming;
·  
Cease making, licensing or using products that incorporate the challenged intellectual property;
·  
Re-design, re-engineer or re-brand the products or packaging; or
·  
Enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.

The Company relies on limited intellectual property protection as an important element of competition.
 
The Company currently has trademark registrations for most of its products. It also relies on common law trademark rights to protect its unregistered trademarks as well as its trade dress rights. Common law trademark rights generally are limited to the geographic area in which the trademark is actually used, while a United States federal registration of a trademark enables the registrant to stop the unauthorized use of the trademark by any third party anywhere in the United States. The Company intends to register its trademarks in certain jurisdictions where its products are sold.
 
Currently, the Company has no patents on its products. To the extent it does not have patents on its products; another company may replicate one or more of the products. Although the Company seeks to ensure that it does not infringe the intellectual property rights of others, there can be no assurance that third parties will not assert intellectual property infringement claims against the Company.
 
Like other retailers, distributors and manufacturers of skin care and personal care products, the Company faces an inherent risk of exposure to product liability claims in the event that the use of the products that it sells results in injury.
 
While management believes the Company is currently materially compliant with regulations covering its products, it may be subjected to various product liability claims, including claims that the products it sells contain contaminants, are improperly labeled or include inadequate instructions as to use or inadequate warnings concerning side effects and interactions with other substances. In addition, it may be forced to defend lawsuits. While to date the Company has never been subject to any product liability claim, it cannot predict whether product liability claims will be brought against it in the future or the effect of any resulting adverse publicity on the business. Moreover, the Company may not have adequate resources in the event of a successful claim against it. If its insurance protection is inadequate and third-party vendors do not indemnify the Company, the successful assertion of product liability claims against it could result in potentially significant monetary damages. In addition, interactions of the products with other similar products, prescription medicines and over-the-counter drugs have not been fully explored.
 
 
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The Company may also be exposed to claims relating to product advertising or product quality. People may purchase its products expecting certain physical results, unique to skin care and personal care products. If they do not perceive expected results to occur, certain individuals or groups of individuals may seek monetary retribution.
 
If the water we sell became contaminated, our business could be seriously harmed.

We have adopted various quality, environmental, health and safety standards. However, our products may still not meet these standards or could otherwise become contaminated. A failure to meet these standards or contamination could occur in our operations or those of our bottlers, distributors or suppliers. Such a failure or contamination could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated even from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance.

 
In addition, the Company may be forced to defend lawsuits. While to date the Company has never been subject to any product liability claim, it cannot predict whether product liability claims will be brought against it in the future or the effect of any resulting adverse publicity on the business. Moreover, the Company may not have adequate resources in the event of a successful claim against it. If its insurance protection is inadequate and third-party vendors do not indemnify the Company, the successful assertion of product liability claims against it could result in potentially significant monetary damages. In addition, interactions of the products with other similar products, prescription medicines and over-the-counter drugs have not been fully explored.
 
The Company may also be exposed to claims relating to product advertising or product quality. People may purchase its products expecting certain physical results, unique to skin care and personal care products. If they do not perceive expected results to occur, certain individuals or groups of individuals may seek monetary retribution.
 
The Company’s business may be adversely affected by unfavorable publicity within the skin care or water purification markets.
 
Management believes that the skin care and water purification markets are significantly affected by national media attention. As with any retail provider, future scientific research or publicity may not be favorable to the industry or to any particular product, and may not be consistent with earlier favorable research or publicity. Because of the Company’s dependence on consumers’ perceptions, adverse publicity associated with illness or other adverse effects resulting from the use of its products or any similar products distributed by other companies and future reports of research that are perceived as less favorable or that question earlier research, could have a material adverse effect on the Company’s business, financial condition and results of operations. The Company is highly dependent upon consumers’ perceptions of the safety and quality of the products as well as similar products distributed by other companies. Thus, the mere publication of reports asserting that skin care or personal care products may be harmful or questioning their efficacy could have a material adverse effect on the Company’s business, financial condition and results of operations, regardless of whether such reports are scientifically supported or whether the claimed harmful effects would be present at the dosages recommended for such products.
 
As the Company intends to be conducting international business transactions, it will be exposed to local business risks in different countries, which could have a material adverse effect on its financial condition or results of operations.
 
The Company intends to promote and sell its products internationally by virtue of the global access to its skin care products line and it expects to have customers located in several countries. The Company’s international operations will be subject to risks inherent in doing business in foreign countries, including, but not necessarily limited to:
 
• new and different legal and regulatory requirements in local jurisdictions;
• potentially adverse tax consequences, including imposition or increase of taxes on transactions or   withholding and other taxes on remittances and other payments by subsidiaries;

 
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• risk of nationalization of private enterprises by foreign governments;
• legal restrictions on doing business in or with certain nations, certain parties and/or certain products; and
• local economic, political and social conditions, including the possibility of hyperinflationary conditions and political instability.

It may not be successful in developing and implementing policies and strategies to address the foregoing factors in a timely and effective manner in the locations where it will do business. Consequently, the occurrence of one or more of the foregoing factors could have a material adverse effect on its base operations and upon its financial condition and results of operations.
 
Since its products will be available over the Internet in foreign countries and the Company will have customers residing in foreign countries, foreign jurisdictions may require it to qualify to do business in their country. It will be required to comply with certain laws and regulations of each country in which it conducts business, including laws and regulations currently in place or which may be enacted related to Internet services available to the residents of each country from online sites located elsewhere.
 
The company operations in developing markets could expose it to political, economic and regulatory risks that are greater than those it may face in established markets. Further, its international operations may require it to comply with additional United States and international regulations.
 
For example, it may be required to comply with the Foreign Corrupt Practices Act, or "FCPA," which prohibits companies or their agents and employees from providing anything of value to a foreign official or agent thereof for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity or obtain any unfair advantage. The Company may operate in some nations that have experienced significant levels of governmental corruption. Its employees, agents and contractors, including companies to which it outsources business operations, may take actions in violation of its policies and legal requirements. Such violations, even if prohibited by its policies and procedures, could have an adverse effect on its business and reputation. Any failure by the Company to ensure that its employees and agents comply with the FCPA and applicable laws and regulations in foreign jurisdictions could result in substantial civil and criminal penalties or restrictions on its ability to conduct business in certain foreign jurisdictions, and its results of operations and financial condition could be materially and adversely affected.
 
In addition, the Company’s ability to attract and retain customers may be adversely affected if the reputations of the other enhanced skin care products or water purification systems rely on faulty science. The perception of untrustworthiness within the skin care industry or of water purification could materially adversely affect its ability to attract and retain customers.
 
The Company relies upon third-party suppliers and manufacturers to provide raw materials for its products and to produce the products, and it will have limited control over these suppliers and manufacturers and may not be able to obtain quality products on a timely basis or in sufficient quantity.
 
Substantially all of the Company’s products will be manufactured by unaffiliated manufacturers. The Company may not have any long-term contracts with suppliers or manufacturing sources, and it expects to compete with other companies for raw materials, production and import capacity.
 
There can be no assurance that there will not be a significant disruption in the supply of raw materials from the intended sources or, in the event of a disruption, that the Company would be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all. In addition, there is no certainty that the unaffiliated manufacturers will be able to fill orders in a timely manner.
 
 
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If the Company experiences significant increased demand, or needs to replace an existing manufacturer, there can be no assurance that additional supplies of raw materials or additional manufacturing capacity will be available when required on terms that are acceptable to the Company, or at all, or that any supplier or manufacturer would allocate sufficient capacity to the Company in order to meet requirements. In addition, even if the Company is able to expand existing or find new manufacturing or raw material sources, it may encounter delays in production and added costs as a result of the time it takes to train suppliers and manufacturers in its methods, products and quality control standards. Any delays, interruption or increased costs in the supply of raw materials or manufacture of its products could have an adverse effect on the Company’s ability to meet retail customer and consumer demand for its products and result in lower revenues and net income both in the short and long-term.
 
In addition, there can be no assurance that the suppliers and manufacturers will continue to provide raw materials and to manufacture products that are consistent with company standards. It may receive shipments of product that fail to conform to quality control standards. In that event, unless the Company is able to obtain replacement products in a timely manner, it risks the loss of revenues resulting from the inability to sell those products and related increased administrative and shipping costs. In addition, because it does not control the manufacturers, products that fail to meet its standards or other unauthorized products could end up in the marketplace without its knowledge, which could harm the Company’s reputation in the marketplace.
 
If the Company fails to promote and maintain its brand in the market, the businesses, operating results, financial condition, and ability to attract customers will be materially adversely affected.
 
The Company’s success depends on its ability to create and maintain brand awareness for the product offerings. This may require a significant amount of capital to allow it to market the products and establish brand recognition and customer loyalty. Many of its competitors in this market are larger than the Company and have substantially greater financial resources. Additionally, many of the companies offering similar products have already established their brand identity within the marketplace. The Company can offer no assurances that it will be successful in establishing awareness of its brand allowing it to compete in this market. The importance of brand recognition will continue to increase because low barriers of entry to the industries in which the Company operates may result in an increased number of direct competitors. To promote its brands, the Company may be required to continue to increase its financial commitment to creating and maintaining brand awareness. It may not generate a corresponding increase in revenue to justify these costs.
 
The Company’s products may require clinical trials to establish benefit claims and their efficacy.
 
While the majority of the active ingredients in the current products have undergone independent third party clinical trials to establish benefit claims and efficacy, certain ingredients contained in the products and its future products may require clinical trials to establish the benefit claims or their safety and efficacy. Such trials can require a significant amount of resources and there is no assurance that such trials will be favorable to the claims the Company makes for the products, or that the cumulative authority established by such trials will be sufficient to support the claims. Moreover, both the findings and methodology of all clinical trials are subject to challenge by scientific bodies. If the findings of clinical trials are challenged or found to be insufficient to support the claims, additional trials may be required, or products may require re-formation, in order for the Company to continue to market current products or before future products can be marketed. Furthermore, there are limited studies, if any, on the product ingredients combined in the product formulations. Accordingly, there can be no assurance that the products, even when used as directed, will have the effects intended. In the event the Company is unable to substantiate benefit claims or efficacy, or in the event that historical clinical trials are refuted, market acceptance for the products may decrease or not develop, which would have a detrimental effect on the Company’s business.
 
As an “emerging growth company” under the jumpstart our business startups act (the “JOBS Act”), the Company is permitted to rely on exemptions from certain disclosure requirements.

TAIC qualifies as an “emerging growth company” under the JOBS Act. As a result, it is permitted to, and intends to, rely on exemptions from certain disclosure requirements. For so long as the Company is an emerging growth company, it will not be required to:

 
 
have an auditor report on its internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 
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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 
 
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 
 
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
 
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company will remain an emerging growth company for up to five full fiscal years, although if the market value of its common stock that is held by non-affiliates exceeds $700 million as of any July 31 before that time, it would cease to be an emerging growth company as of the following January 31, or if its annual revenues exceed $1 billion, it would cease to be an emerging growth company the following fiscal year, or if it issues more than $1 billion in non-convertible debt in a three-year period, the Company would cease to be an emerging growth company immediately.

The Company will elect to take advantage of the extended transition period for complying with new or revised accounting standards under section 102(b)(1).

This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election the financial statements may not be comparable to companies that comply with public company effective dates.

RISKS ASSOCIATED WITH THIS OFFERING:

The Offering Price of the Company Shares is arbitrary.

The offering price of the company shares has been determined arbitrarily by the Company and bears no relationship to the Company's assets, book value, potential earnings or any other recognized criteria of value.

The trading in the Company shares will be regulated by Securities and Exchange Commission Rule 15g-9 which established the definition of a “penny stock.”   The effective result is that fewer purchasers are qualified by their brokers to purchase its shares, and therefore a less liquid market for the investors to sell their shares.

The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission.  The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell the securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse), or in transactions not recommended by the broker-dealer.  For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale.  In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission.  Consequently, the penny stock rules may make it difficult or impossible for you to resell any shares you may purchase.

 
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The Company is selling this offering without an underwriter and may be unable to sell any shares.  Unless it is successful in selling a number of the shares, it may have to seek alternative financing to implement its business plans and you may suffer a dilution to, or lose, your entire investment.

This offering is self-underwritten, that is, it is not going to engage the services of an underwriter to sell the shares being offered by the Company; it is  intended to sell them through its officers and directors, who will receive no commissions.  They will offer the shares to friends, relatives, acquaintances and business associates. However, there is no guarantee that they will be able to sell any of the shares.

Due to the lack of a trading market for the Company’s securities, you may have difficulty selling any shares you purchase in this offering.

There is presently no demand for the Company’s common stock and no public market exists for the shares being offered in this prospectus.  Management plans to contact a market maker immediately following the effectiveness of this Registration Statement to file an application to have the Company’s shares quoted on the OTC Electronic 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 (OTC) 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 or 60 day grace period if they do not make their required filing during that time. The Company cannot guarantee that the application will be accepted or approved or that its stock will be quoted for sale.  As of the date of this filing, there have been no discussions or understandings between Technology Applications International Corporation or anyone acting on its behalf with any market maker regarding participation in a future trading market for its securities.  If no market is ever developed for the Company’s common stock, it will be difficult for you to sell any shares you purchase in this offering.  In such 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 the Company fails to have its 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.

You will incur immediate and substantial dilution of the price you pay for your shares.

The Company’s existing stockholders acquired their shares at an average cost of $0.005 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering (the price paid for the currently issued and outstanding common stock held by the selling shareholders was valued at an average of $0.042 per share, the price paid for the currently issued and outstanding common stock held by Company directors was valued at an average of $0.001 per share).  Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $1.00 you pay for them.  Upon completion of the offering, the net tangible book value of your shares will be $0.025 per share, $0.975 less than what you paid for them.

There is no guarantee all of the funds raised by the sale of shares being offered by the Company will be used as outlined in this prospectus.

The Company has committed to use the proceeds to the Company that are raised in this offering for the uses set forth in the “Use of Proceeds” section.  However, certain factors beyond its control, such as increases in certain costs, could result in the Company being forced to reduce the proceeds allocated for other uses in order to accommodate these unforeseen changes.  The failure of the Company management to use these funds effectively could result in unfavorable returns.  This could have a significant adverse effect on its financial condition and could cause the price of its common stock to decline.

 
17

 

The company officers and directors will continue to exercise significant control over operations, which means as a minority stockholder, you would have no control over certain matters requiring stockholder approval that could affect your ability to ever resell any shares you purchase in this offering.

After the completion of this offering, if the Company is able to sell all of the shares being offered, its executive officers and directors will own 88.6% of the Company’s common stock. They will have a significant influence in determining the outcome of all corporate transactions, including the election of directors, approval of significant corporate transactions, changes in control of the Company or other matters that could affect your ability to ever resell your shares. Their interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other stockholders.

The Company has a lack of dividend payments.

The Company has paid no dividends in the past and has no plans to pay any dividends in the foreseeable future.


FORWARD LOOKING STATEMENTS

This Prospectus contains projections and statements relating to the Company that constitute “forward-looking statements.”  These forward-looking statements may be identified by the use of predictive, future-tense or forward-looking terminology, such as “intends,” “believes,” “anticipates,” “expects,” “estimates,” “may,” “will,” “might,” “outlook,” “could,” “would,” “pursue,” “target,” “project,” “plan,” “seek,” “should,” “assume,” or similar terms or the negatives thereof.  Such statements speak only as of the date of such statement, and the Company undertakes no ongoing obligation to update such statements.  These statements appear in a number of places in this Prospectus and include statements regarding the intent, belief or current expectations of the Company, and its respective directors, officers or advisors with respect to, among other things:

·  
trends affecting the Company’s financial condition, results of operations or future prospects
·  
the Company’s business and growth strategies
·  
the Company’s financing plans and forecasts
·  
the factors that management expects to contribute to its success and the Company’s ability to be successful in the future
·  
the Company’s business model and strategy for realizing positive results when sales begin
·  
competition, including the Company’s ability to respond to such competition and its expectations regarding continued competition in the  market in which the Company competes;
·  
expenses
·  
the Company’s expectations with respect to continued disruptions in the global capital markets and reduced levels of consumer spending and the impact of these trends on its financial results
·  
the Company’s ability to meet its projected operating expenditures and the costs associated with development of new projects
·  
the Company’s ability to pay dividends or to pay any specific rate of dividends, if declared
·  
the impact of new accounting pronouncements on its financial statements
·  
that the Company’s cash flows from operating activities will be sufficient to meet its projected operating expenditures for the next twelve months
·  
the Company’s market risk exposure and efforts to minimize risk
·  
development opportunities and its ability to successfully take advantage of such opportunities
·  
regulations, including anticipated taxes, tax credits or tax refunds expected
·  
the outcome of various tax audits and assessments, including appeals thereof, timing of resolution of such audits, the Company’s estimates as to the amount of taxes that will ultimately be owed and the impact of these audits on the Company’s financial statements

 
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·  
the Company’s overall outlook including all statements under Management’s Discussion and Analysis or Plan of Operation
·  
that estimates and assumptions made in the preparation of financial statements in conformity with US GAAP may differ from actual results and
·  
expectations, plans, beliefs, hopes or intentions regarding the future.

Potential investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that, should conditions change or should any one or more of the risks or uncertainties materialize or should any of the underlying assumptions of the Company prove incorrect, actual results may differ materially from those projected in the forward-looking statements as a result of various factors, some of which are unknown.  The factors that could adversely affect the actual results and performance of the Company include, without limitation:

·  
the Company’s inability to raise additional funds to support operations if required
·  
the Company’s inability to effectively manage its growth
·  
the Company’s inability to achieve greater and broader market acceptance in existing and new market segments
·  
the Company’s inability to successfully compete against existing and future competitors
·  
the effects of intense competition that exists in the industry
·  
the economic downturn and its effect on consumer spending
·  
the risk that negative industry or economic trends, reduced estimates of future cash flows, disruptions to the Company’s business or lack of growth in the business, may result in significant write-downs or impairments in future periods
·  
the effects of events adversely impacting the economy or the effects of the current economic recession, war, terrorist or similar activity or disasters
·  
financial community perceptions of the Company and the effect of economic, credit and capital market conditions on the economy and
·  
other factors described elsewhere in this Prospectus, or other reasons.  

Potential investors are urged to carefully consider such factors.  All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements and the “Risk Factors” described herein.

USE OF PROCEEDS

This Offering is being made without the involvement of underwriters or broker-dealers. This means the Company will receive $3,000,000 if all of the Units of Common Stock offered hereunder are purchased. However, the Company cannot guarantee that it will sell any or all of the Units being offered by the Company. The “Use of Proceeds” Chart below estimates the use of proceeds, given the varying levels of success of the Offering.

 
19

 

Shares Offered (% Sold)
 
3,000,000 Units Sold
(100%)
 
2,250,000 Units Sold
(75%)
 
1,500,000 Units Sold
(50%)
 
300,000
Units Sold
(10%)
Gross Offering Proceeds(2)
 
$3,000,000
 
$2,250,000
 
$1,500,000
 
$300,000
Approximate Offering Expenses (1)
               
SEC Filings
 
$2,400
 
$2,400
 
$2,400
 
$2,400
Transfer Agent
 
$1,000
 
$1,000
 
$1,000
 
$1,000
Misc. Expenses
 
$3,000
 
$3,000
 
$3,000
 
$3,000
Legal and Accounting
 
$65,000
 
$65,000
 
$65,000
 
$65,000
Total Offering Expenses
 
$71,000
 
$71,000
 
$71,000
 
$71,000
Total Net Offering Proceeds
 
$2,929,000
 
$2,179,000
 
$1,429,000
 
$229,000
Principal Uses of Net Proceeds (3)
               
Employee/Officers & Directors / Independent Contractor Compensation
 
$170,000
 
$132,500
 
$110,000
 
$100,000
Marketing
 
       $500,000
 
$400,000
 
$100,000
 
  $20,000
Corporate Office Lease
 
$48,000
 
$48,000
 
$48,000
 
$30,000
Office Supplies
 
$16,000
 
$16,000
 
$16,000
 
$1,300
Insurance (Directors, Officers, Product, Auto, General Liability)
 
$30,000
 
$30,000
 
$30,000
 
$4,000
Travel
 
$10,000
 
$10,000
 
$10,000
 
$10,000
Media Commercials
 
$400,000
 
$200,000
 
$150,000
 
$49,000
Vehicle (leasing, Fuel, Repairs)
 
$14,400
 
$14,400
 
$14,400
 
$14,400
Corporate Debt Repayment
 
$225,000
 
$225,000
 
$225,000
 
$-0-
Bank Charges
 
$300
 
$300
 
$300
 
$300
Employee Benefits
 
$19,200
 
$19,200
 
$19,200
 
$-0-
Research and Development (Renuell FDA Approved Laboratory)
 
$350,000
 
$350,000
 
$100,000
 
$-0-
Research and Development (NueEarth – E-Beam)
 
$150,000
 
$150,000
 
$95,000
 
$-0-
E-Beam Trailer Re-Fitting
 
$50,000
 
 $50,000
 
$50,000
 
$-0-
Inventory (Renuell Cosmetic Cream)
 
$945,500
 
$532,600
 
$461,100
 
$-0-
Total Principal Uses of Net Proceeds
 
$2,928,400
 
$2,178,000
 
$1,429,000
 
$229,000
Amount Unallocated
 
$600
 
$1,000
 
$0
 
$0
  (1)
Offering expenses have been rounded to $71,000 and have heretofore been partially paid from the  proceeds from the Company’s Private Placement Offering.
  (2)
The Company will have to seek additional funding to repay the offering expenses and implement the growth strategy.
  (3)
Admin/Professional Fees may include, but are not limited to, postage, telephone services, overnight delivery services, legal fees, accounting fees, costs to become a publicly reporting company and other general operating expenses. Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations.

If 100% of the offered Units are sold the Company will receive the maximum proceeds of $2,704,000 after repaying the Company and the angel investors, Joe-Val, Inc., and Coast To Coast Equity Group, Inc., for funds advanced to pay the offering expenses. The Company plans to allocate the net proceeds from this Offering as follows: $170,000 towards the salaries of the officers and directors, $48,000 for the corporate lease payments and $50,000 to re-fitting the e-beam trailer, as well as the purchasing of supplies. Additionally, management believes that it is essential to market and brand the Company’s name if they are going to be successful at attracting new and larger clients. As such, $500,000 will be allocated to hire a public relations firm for six months, as well as $400,000 towards media commercials that will be shown on television and the internet. The Company plans to earmark $350,000 on the research and development of a Renuéll FDA approved laboratory where it can manufacture and improve the products, and $150,000 on the further research and development of NueEarth’s e-beam particle accelerator. Furthermore, the Company plans on acquiring $945,500 worth of Renuéll Cosmetic Cream for its inventory.  $30,000 will be allocated for insurance for the  directors, officers, products, and general liabilities.

 
20

 

If 75% of the offered Units are sold the Company will receive $1,883,000, after repaying offering expenses. The Company plans repaying the angel investors, Joe-Val, Inc., and Coast To Coast Equity Group, Inc., for funds advanced to pay the offering expenses.  In this case, the Company plans to cut the staffing budget to $132,500, and will plan on hiring one full-time product specialist and one assistant that will take over the answering of all phones and scheduling. In this instance, the Company’s president may work more on providing services and growing the company because the assistant will be able to relieve much of the bookkeeping load. The Company plans to allocate the remaining proceeds as follows: $16,000 to purchase supplies, $50,000 to re-fit the e-beam trailer to drive, $400,000 to hire a public relations firm for five months and $200,000 for media commercials that will be shown on the television and internet. The Company plans to earmark $350,000 on the research and development of a Renuéll FDA approved laboratory where it can manufacture and improve the products and $150,000 on the further research and development of NueEarth’s e-beam particle accelerator. Furthermore, the Company plans on acquiring $532,600 worth of Renuéll Cosmetic Cream for inventory.  $30,000 will be allocated for insurance for the directors, officers, products, and general liabilities.

If 50% of the offered Units are sold the Company would receive $1,429,000, after repaying offering expenses. The Company would still repay the angel investors, Joe-Val, Inc., and Coast To Coast Equity Group, Inc., for the funds that they advanced to pay offering expenses. The Company would further cut the staffing budget for the officers and directors to $110,000. The Company would not be able to hire an assistant to bear some of the ad ministerial duties and office workload, which will result in the president allocating more time to those activities.  The Company still plans on spending $16,000 to purchase supplies; however, it would significantly cut the marketing budget to $100,000 and the media commercials for the television and internet allotment to $150,000. The Company plans to cut the earmark on the research and development of a Renuéll FDA approved laboratory where it can manufacture and improve the products to $100,000, and reduce the further research and development of NueEarth’s e-beam particle accelerator budget to $95,000. Furthermore, it would plan on acquiring only $461,100 worth of Renuéll Cosmetic Cream for inventory.  $30,000 will be allocated for insurance for the directors, officers, products, and general liabilities.

If the Company sells 10% of the Units under the Offering it would be severely restricted in its operating plans and only have sufficient proceeds to cover offering expenses, operate the Company for the year,  and it will have to pay the remainder of the expenses out of additional financing which it has not yet received. The Company will not have sufficient proceeds to hire any staff and initiate growth. In this instance, it will have to seek out additional capital from alternate sources to fully execute the plan of operations. If such funds are not available the business would likely fail and any investment would be lost.

The funds from this Offering will be used to pay Mr. Scimeca, Mr. Stickler and company consultants for their services to the Company, prior to, during, and subsequent to the Offering. There can be no assurance that the Company will raise any funds through this Offering and if a limited amount of funds are raised, the Company will use such funds according to its best judgment in accordance with the foregoing “Use of Proceeds” chart and the explanations thereto. This discretion is not unlimited and any such change in the use of proceeds as discussed above would be restricted to a proportionate reduction in funds allocated to each specific item listed, and would not differ materially from the “Use of Proceeds” chart. To the extent the offering proceeds do not cover any professional fees incurred by the Company, management anticipates paying for any such expenses out of any additional funding or revenues the Company receive.

If the Company requires additional funding, it will seek such funds from friends, family, and business acquaintances of the officers and directors in order to continue operations. As with any form of financing, there are uncertainties concerning the availability of such funds, and the likelihood that such funds will be available to the Company on acceptable terms since the Company  hasn’t received any firm commitments or indications of interest from the  friends, family members, or business acquaintances of the officers and directors regarding potential investments in the Company.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

As of the date of this prospectus, Technology Applications International Corporation has 117,228,000 shares of Common Stock issued and outstanding. The Company is registering an additional 3,000,000 Units of its Common Stock for sale at the price of $1.00 per share, each Unit consists of one share of common stock and one common stock purchase warrant (“S-1 Warrant”). There is no arrangement to address the possible effect of the Offering on the price of the stock.

 
21

 

In connection with the Company’s selling efforts in the Offering, Charles J. Scimeca and John Stickler 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. Scimeca and Mr. Stickler are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Scimeca, and Mr. Stickler 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 the securities. Mr. Scimeca and Mr. Stickler are not, nor have they 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. Scimeca and Mr. Stickler will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Scimeca and Mr. Stickler have not participated in another offering of securities pursuant to the Exchange Act Rule 3a4-1 in the past twelve months. Additionally, they have not and will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on the Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

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

There is no guarantee the Company will be able to sell the shares being offered in this prospectus. If it is unable to sell enough shares to complete its plan of operations, the business could fail.

DETERMINATION OF OFFERING PRICE

The offering price of $1.00 per share has been determined arbitrarily by the Directors of the Company.  The price does not bear any relationship to the Company assets, book value, earnings, or other established criteria for valuing a company. In determining the number of shares to be offered and the offering price the board took into consideration the Company’s capital structure and the amount of money it would need to implement the Company business plans.  Accordingly, the offering price should not be considered an indication of the actual value of its securities.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.

Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution arises mainly as a result of the arbitrary determination of the offering price of the shares being offered.  Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by the existing stockholders.

As of June 30, 2012, the net tangible book value of the Company shares was $(31,496) or approximately $(.00027) per share, based upon 117,248,000 shares outstanding.
 
22

 

Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of all the Units being offered by the Company and receipt of the total proceeds of $3,000,000, the net tangible book value of the 120,248,000 shares to be outstanding will be $2,968,504, or approximately $.025 per Share.  Accordingly, the net tangible book value of the shares held by the existing stockholders (117,248,000 shares) will be increased by an average of $.024 per share without any additional investment on their part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $1.00 per Share) of $.975 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.025 per share, reflecting an immediate reduction in the $1.00 price per share they paid for their shares.

After completion of the offering, the existing stockholders will own 97.5% of the total number of shares then outstanding, for which they will have made a cash investment of $628,118 or an average of $.005 per Share.  Upon completion of the offering, the purchasers of the Units offered hereby will own 2.5% of the total number of shares then outstanding, for which they will have made a cash investment of $3,000,000, or $1.00 per Share.

The following table illustrates the per share dilution to the new investors and does not give any effect to the results of any operations subsequent to August 28, 2012:
 
   
100% of offered
Units are sold
 
75% of offered
Units are sold
 
50% of offered
Units are sold
Offering Price
 
$1.00
per share
 
$1.00
per share
 
$1.00
per share
Net tangible book value at 03/31/12
 
$(0.00027)
per share
 
$(0.00027)
per share
 
$(0.00027)
per share
Net tangible book value after giving effect to the Offering
 
$0.025
per share
 
$0.019
per share
 
$0.012
per share
Increase in net tangible book value per share attributable to cash payments made by new investors
 
$0.02473
per share
 
$0.01873
per share
 
$0.01173
per share
Per Share Dilution to New Investors
 
$0.975
per share
 
$0.9812
per share
 
$0.09882
per share
Percent Dilution to New Investors
 
97.5%
 
97.8%
 
98.8%

The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per Share paid by the existing stockholders and by new investors in this offering:
                 
   
Total
           
   
Price
 
Number of
 
Percent of
 
Consideration
   
Per Share
 
Shares Held
 
Ownership
 
Paid
                 
Existing
               
Stockholders
 
$ .001
 
11,318,000
 
9.4%
 
$11,318
   
$ .001
 
101,800,000
 
84.65%
 
$101,800
   
$ .001
 
100,000
 
.083161%
 
$100
   
$ .005
 
3,000,000
 
2.5%
 
$15,000
   
$ 0.50
 
1,030,000
 
.856%
 
$515,000
                 
Investors in
               
This Offering
 
$ 1.00
 
3,000,000
 
2.5%
 
$3,000,000
 
SELLING SHAREHOLDERS

The common shares being offered for resale by the selling security holders consist of 12,448,000 shares of the Company’s common stock held by 40 shareholders.  The shares being offered hereby are being registered to permit public secondary trading, and the selling security holders may offer all or part of the shares for resale from time to time.  However; the selling security holders are under no obligation to sell all or any portion of such shares.  All information with respect to share ownership has been furnished by the selling security holders.  Such shareholders include the holders of shares sold in the following offerings pursuant to Regulation D:

 
23

 

An private placement offering of 1,030,000 units was completed on June 30, 2012, at an offering price of $0.50 a unit, that consisted of one share of common stock and one Class A Warrant exercisable at $1.00.

LIMITATIONS ON RESALE. Except as provided in Rule 504(b)(1), securities acquired in a transaction under Regulation D shall have the status of securities acquired in a transaction under section 4(2) of the Act and cannot be resold without registration under the Act or an exemption there from. The issuer shall exercise reasonable care to assure that the purchasers of the securities are not underwriters within the meaning of section 2(a)(11) of the Act, which reasonable care may be demonstrated by the following:

1.  
Reasonable inquiry to determine if the purchaser is acquiring the securities for himself or for other persons;
2.  
Written disclosure to each purchaser prior to sale that the securities have not been registered under the Act and, therefore, cannot be resold unless they are registered under the Act or unless an exemption from registration is available; and
3.  
Placement of a legend on the certificate or other document that evidences the securities stating that the securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the securities.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of the Company’s common stock held by each of the selling shareholders, including:

1.  
The number of shares owned by each prior to this offering;
2.  
The total number of shares that are to be offered for each;
3.  
The total number of shares that will be owned by each upon completion of the offering;
4.  
The percentage owned by each; and
5.  
The identity of the beneficial holder of any entity that owns the shares.

To the best of the Company’s knowledge, the named parties in the table that follows are the beneficial owners and have the sole voting and investment power over all shares or rights to the shares reported. In addition, the table assumes that the selling shareholders do not sell shares of common stock not being offered through this prospectus and do not purchase additional shares of common stock. The column reporting the percentage owned upon completion assumes that all shares offered are sold, and is calculated based on 117,248,000 shares outstanding as of the date of this prospectus.

The following table, for the private placement offering completed on June 30, 2012, sets forth the name of the selling security holders, the number of shares of common stock beneficially owned (from purchase in the October 2011 – June 30, 2012, private placement offering), and the number of shares of common stock being offered by the selling security holders.  The shares listed are being registered with no restriction on sale upon effectiveness of this registration statement. 

 
24

 
 
Name
Shares Beneficially Owned Prior to Offering
Shares to be Offered
Shares Beneficially Owned After Offering
Percent Beneficially Owned After Offering
 1. High Voltage Environmental Applications, Inc.1 1. 100,000 1. 100,000 0 0
 2. D&E Global Management, Inc.2 2. 5,727,000 2. 5,727,000 0 0
 3. International Consulting & Equity Group, Inc.3 3. 5,591,000 3. 5,591,000 0 0
4. Nathan Slote
5. Sheila A. Black
6. Dennis E. Gullo
7. Ross Grossman
8. Helen Frudakis
9. James L. Black
10. Scott R. Heiken
11. Ann Fink
12. Karen Atkinson
13. Henry Von Elm
14. Phyllis Whitfield
15. Evelyn Marie Coletti
16. Bradley Sacks
17. Diana Gaines
18. Dana Donaldson
19. Joshua Zepeda
20. George Rami
21. Daniela Garcia
22. Taylor Dudley
23. Nestor Antonio Cueto
24. Jonathan Eichner
25. Magbic Aleman
26. Roman Ramos
27. William Rothstein
28. Arbor Consulting Ltd.4
29. Kristin Catasco
30. Marta Pulecio Arias
31. Craig Allen Kampa
32. David Alan Cutt
33. Orie Santillo
34. Carrie Furshman
35. Heather M. Ross
36. Adam Neal Bowden
37. Ybai Benichay
38. Travis Hammond
4. 12,000
5. 1,000
6. 1,000
7. 24,000
8. 1,000
9. 1,000
10. 1,000
11. 100,000
12. 10,000
13. 10,000
14. 2,000
15. 3,000
16. 70,000
17. 1,000
18. 30,000
19. 1,000
20. 1,000
21. 1,000
22. 10,000
23. 1,000
24. 400,000
25. 1,000
26. 1,000
27. 200,000
28. 1,000
29. 1,000
30. 1,000
31. 1,000
32.  20,000
33. 10,000
34. 1,000
35. 80,000
36. 20,000
37. 2,000
38. 10,000
4. 12,000
5. 1,000
6. 1,000
7. 24,000
8. 1,000
9. 1,000
10. 1,000
11. 100,000
12. 10,000
13. 10,000
14. 2,000
15. 3,000
16. 70,000
17. 1,000
18. 30,000
19. 1,000
20. 1,000
21. 1,000
22. 10,000
23. 1,000
24. 400,000
25. 1,000
26. 1,000
27. 200,000
28. 1,000
29. 1,000
30. 1,000
31. 1,000
32.  20,000
33. 10,000
34. 1,000
35. 80,000
36. 20,000
37. 2,000
38. 10,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
 
1. William J. Cooper has voting and dispositive control over the common shares beneficially owned by High Voltage Environmental Applications, Inc.
 
2. Debra Elenson has voting and dispositive control over the common shares beneficially owned by D&E Global Management, Inc
 
3. Karen Hardcastle has voting and dispositive control over the common shares beneficially owned by International Consulting and Equity Group Inc.
 
4. Mark Bordas has voting and dispositive control over the common shares beneficially owned by Arbor Consulting Ltd

To the Board’s knowledge, none of the selling shareholders or their beneficial owners:
 
-
Has had a material relationship with the company other than as a shareholder at
 
any time within the past three years; or
 
-
Has ever been one of its officers or directors or an officer or
 
 
director of its predecessors or affiliates 
 
-  
Are broker-dealers or affiliated with broker-dealers. 
 

 
25

 

The Company officers and directors are personally acquainted with its shareholders, and solicited their investment in the private placement. Its officers and directors did not use any finders or brokers in the solicitation of the investors and did not pay any fees or commissions.

PLAN OF DISTRIBUTION

Shares Offered by the Selling Stockholders

The selling security holders who purchased their shares on or before June 30, 2012, may sell some or all of their shares at a fixed price of $1.00 per share until the Company’s shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals. Although the Company’s common stock is not listed on a public exchange, it is planned to contact a market maker to obtain a listing on the OTCBB. In order to be quoted on the OTCBB, a market maker must file an application on its behalf in order to make a market for the Company’s common stock. There can be no assurance that a market maker shall agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved.

The shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144. Under Rule 144, several provisions must be met with respect to the sales of control securities at any time and sales of restricted securities held between six months and one year. The following is a summary of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is current in its filings under the Securities and Exchange Act of 1934. Such filings include, but are not limited to, the issuer's quarterly reports and annual reports; (b) Rule 144 allows resale of restricted and control securities after a one year hold period, subjected to certain volume limitations, and resale by non-affiliates holders without limitations after two years; ( c ) The sales of securities made under Rule 144 during any three-month period are limited to the greater of: (i) 1% of the outstanding common stock of the issuer; or (ii) the average weekly reported trading volume in the outstanding common stock reported on all securities exchanges during the four calendar weeks preceding the filing of the required notice of the sale under Rule 144 with the SEC.

            Once a market has been developed for the Company’s common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
 
· 
ordinary brokers transactions, which may include long or short sales,
· 
transactions involving cross or block trades on any securities or market where the common stock is trading,
· 
through direct sales to purchasers or sales effected through agents,
·  
through transactions in options, swaps or other derivatives (whether exchange listed or otherwise), or
·  
any combination of the foregoing.

 
26

 

             Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor the Board Directors of the Company can presently estimate the amount of such compensation. It knows of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. The company will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. The Company has agreed to bear the expenses of the registration of the shares, including legal and accounting fees.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their common stock. In particular, during times that the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law.

Regulation M prohibits certain market activities by persons selling securities in a distribution. To demonstrate their understanding of those restrictions and others, selling shareholders will be required, prior to the release of un-legended shares to themselves or any transferee, to represent as follows: that they have delivered a copy of this prospectus, and if they are effecting sales on the Electronic Bulletin Board or inter-dealer quotation system or any electronic network, that neither they nor any affiliates or person acting on their behalf, directly or indirectly, has engaged in any short sale of the Company’s common stock; and for a period commencing at least 5 business days before his first sale and ending with the date of his last sale, bid for, purchase, or attempt to induce any person to bid for or purchase the Company’s common stock.

Units Offered by the Company

This is a self-underwritten offering.  This Prospectus is part of a prospectus that permits the Company’s officers and directors to sell the Units being offered by the Company directly to the public, with no commission or other remuneration payable to them for any Units they may sell.  There are no plans or arrangements to enter into any contracts or agreements to sell the Units with a broker or dealer.  The officers and directors will sell the Units and intend to offer them to friends, family members and business acquaintances. In offering the securities on the Company’s behalf, they will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

The Company’s officers and directors will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer, may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer.

 
a.
Its officers and directors are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and,

 
b.
Its officers and directors will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;  and

 
c.
Its officers and directors are not, nor will they be at the time of their participation in the offering, an associated person of a broker-dealer; and

 
d.
Its officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of the company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Its officers, directors, control persons and affiliates do not intend to purchase any shares in this offering.

 
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Terms of the Offering, Units being Offered by the Company

The Units being offered by the Company will be sold at the fixed price of $1.00 per Unit until the completion of this offering.  There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable.

This offering will commence on the date of this prospectus and continue for a period of 180 days, unless extended by the Company Board of Directors for an additional 90 days. If the board of directors votes to extend the offering for the additional 90 days, a post-effective amendment to the registration statement will be filed to notify subscribers and potential subscribers of the extended offering period.  Anyone who has subscribed to the offering prior to the extension will be notified by the company that their money will be promptly refunded prior to the expiration of the original offering unless they provide an affirmative statement that they wish to subscribe to the extended offer.

Deposit of Offering Proceeds

This is a “best efforts” offering, so the Company is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered. The Company has made no arrangements to place subscription funds in an escrow, trust or similar account which means that all funds collected for subscriptions will be immediately available to the Company for use in the implementation of its business plan.

Procedures and Requirements for Subscription

If you decide to subscribe for any Units being sold by the Company in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check, bank draft or cashier’s check payable to the Company. Subscriptions, once received by the company, are irrevocable.  All checks for subscriptions should be made payable to Technology Applications International Corporation.

DESCRIPTION OF SECURITIES

Common Stock

The Company’s authorized capital stock consists of 350,000,000 shares of common stock, par value $0.001 per share of which 300 million shares are common stock, par value $0.001 per share, and 50 million shares are preferred stock, par value $.001 per share (“Preferred Stock”). The holders of Company common stock (i) have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by its Board of Directors; (ii) are entitled to share in all of its assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of its affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

Preferred Stock

The authorized capital stock of the Company consists of 50,000,000 shares of Preferred Stock, par value $0.001 per share.

Voting Rights

Directors of the Company are elected at the annual meeting of stockholders by a plurality of the votes cast at the election.  Holders of shares of the Company’s common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of its directors. After this offering is complete and presuming all the 3,000,000 Units are sold, the present stockholders will own 97.5% of its outstanding shares and the purchasers in this offering will own, in the aggregate, 2.5% of its outstanding shares. Stockholders have no pre-emptive rights.

 
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Cash Dividends

As of the date of this prospectus, the Company has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon the earnings of the Company, if any, its capital requirements and financial position, the general economic conditions, and other pertinent conditions.  It is the Company’s present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in its business operations.

INTEREST OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

The audited financial statements for the year ending December 31, 2011 that have been included in this prospectus have been audited by Lake & Associates, CPA’s, LLC.  Included are the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.

The Law Office of Andrew Coldicutt has passed upon the validity of the shares being offered and certain other legal matters and is representing the Company in connection with this offering.

DESCRIPTION OF THE BUSINESS

Corporate History

The Company was 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 its 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 the corporate name from “Raj Ventures, Inc.” to “Technology Applications International Corporation”. The Company also increased the 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”). The Company also adopted Amended and Restated Bylaws of the Company on the same date.

On April 12, 2011, the Company launched its new business NueEarth, Inc., which is a wholly-owned subsidiary of TAIC with the plan to develop, build and sell environmental solutions for the treatment of municipal and industrial wastewater and sludge, as well as cosmetic cross-linking, medical waste disinfecting and many other possible applications. The Company owns and intends to operate a mobile electron beam particle accelerator unit installed in a semi-tractor trailer, which it intends to use for the commencement of operations and making sales presentations to prospective customers throughout the United States, and to other countries.

 
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On August 9, 2011, the Company founded its wholly-owned subsidiary Renuéll Int’l, Inc., that markets and sells a line of molecularly enhanced skin cream products, under the brand name Renuéll.  On December, 29, 2011, and amended on January 23, 2012 the Company entered into a distribution agreement with Regenetech, whereby, Renuéll shall act as a distributor for a series of cosmetics created in a rotatable perfused time varying electromagnetic force bioreactor developed and patented by the National Aeronautics and Space Administration (“NASA”) and Regenetch, Inc., then manufactured and sold by Regenetech.

The Company has commenced business operations and generated minimal revenues. The Company has a specific business plan and is seeking the funds to execute its business plan. The Company does not consider itself to be a blank check company as defined in Rule 419 of Regulation C of the Securities Act of 1933.  It is aggressively pursuing its business plan given the current financial status of the Company and the fact that the Board of Directors is active and supportive of the plan. The Company was acquired for the purpose of executing a specific business plan developed by its founder, Charles J. Scimeca, as set forth in the prospectus.  The Company is moving forward with development as defined in its business development objectives.  Based upon the above, the Company believes it is not within the scope of Rule 419.

The 12-month budget is based on minimum operations which will be completely funded by the $3,000,000 the Company intends to raise through this offering.  The Company estimates increased sales to begin within 6 months after the completion of this offering. Because its business is customer-driven, its revenue requirements will be reviewed and adjusted based on sales.  The costs associated with operating as a public company are included in its budget.  Management will be responsible for the preparation of much of the required documents to keep the costs to a minimum.  The Company cannot however guarantee that it will have sales and the amount raised in this offering may not be enough to meet the operating expenditures of the Company.  Management has agreed to advance the Company money to fund limited operations over the next twelve months.

                 The Company has been issued an opinion by the Company’s auditors that raised substantial doubt about its ability to continue as a going concern based on its current financial position.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares.

The Company

The Company is in the business of developing market entry technology products and services into early and mainstream technology products and services. It is focused on developing and manufacturing a line of technologically advanced skin care products and is developing e-beam technology for uses in the cosmetic industry. The Company also provides environmental management solutions that use electron particle accelerator technology. The 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)

 
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Corporate Strategy

The Company’s business strategy is aimed at building value through positioning each of the operating subsidiaries as a niche provider of technology products or services within its specific area of operation. The Company anticipates updating and refining the business strategy as new opportunities present themselves. In general, the component functions of the 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 the Company’s management.

Products

Renuéll Int’l, Inc.

Through Renuéll Int’l, Inc., the Company is developing a line of technologically advanced skin care products. On July 27, 2011, it commenced providing to the marketplace the first product, the Renuéll™ skin cream, and had generated revenues in the amount of $1,500 as of December 31, 2011. The Renuéll™ skin cream product is formulated with a branded compound which is a breakthrough facial repair cream that allows skin cell expansion, and 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 then Amended on January 23, 2012, the Company, 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 rotatable perfused time varying electromagnetic force bioreactor is operated by the National Aeronautics and Space Administration (“N.A.S.A.”).  Regenetech and Renuéll are the only cosmetic companies to use this process and be endorsed by the Space Foundation and N.A.S.A.  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 was filed on April 16, 2012 with the Securities and Exchange Commission on Form 10-K  as Exhibit 10.04, and is incorporated herein by reference.

 
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NueEarth, Inc.

Through NueEarth, Inc., the Company plans 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. The Company owns and operates a mobile e-beam unit installed on a trailer that can be attached to a semi-truck, which it intends to use for the commencement of operations and making sales presentations and focusing on pilot opportunities with prospective customers.

Customers
 
Renuéll Int’l, Inc.
 
The Renuéll skin crème will have several target customers such as; retail customers, online purchasers, skin care professionals, spas, doctors, and retail stores that sell cosmetic products. These customers will include the end user who can purchase the product online, management believes this customer will typically be middle aged women, but also anyone who has a need or desire to have their skin look refreshed and younger. The other main customer that the Renuéll skin crème will attempt to obtain is in the retail market, such as established pharmacy, retail and grocery store chains, where the product can be put on the shelves and start to gain brand recognition.

NueEarth, Inc.
 
The Company has three major types of customers for the e-beam water purification system: national and international corporations; municipalities, governments (domestic and foreign) and governmental agencies. With the e-beam unit mounted in a semi-trailer it is capable of being moved anywhere in North America with relative ease. Therefore, the Company can access most any site that has a road leading up to it.

Markets

Renuéll Int’l, Inc

The target markets for the skin crème are located domestically in all 50 states, internationally in Europe as well as in the developing economies of Asia and Latin America. Management believes that through an online presence, retail presence and word of mouth that anywhere where people are looking for a non-surgical method to enhance their look that the skin crème has a potential market.

NueEarth, Inc.

Domestic Water Supply Crisis

Per capita usage of water in the United States is among the highest in the world. The supply of fresh water continues to tighten, especially in the Western half of the United States where we face a potential water crisis due to limited supply and increasing demand. Increasing usage of water in the industries such as oil and gas exploration and production, agriculture, and food processing continue to constrain supply of fresh water in the United States. For example, there are over 21 billion barrels of produced water created annually in the U.S. from fracking activity in the oil and gas industry, as each well requires millions of gallons of water for fracking over its life. In many areas, such as the Bakken or Marcellus shale plays, there is limited access to large scale, industry specific water treatment and recycling facilities which could drastically decrease the need for usage of fresh water in fracking.

 
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Inadequate Regulatory Action

Poor quality of existing water management resources, combined with regulatory inaction, have failed to provide the leadership and guidance to mandate recycling and reuse of water resources in many industries. While there has been a general lack of adequate water management regulation in many industries, management believes that recent regulatory action requiring more responsible water usage management in oil and gas fracking in states such as Pennsylvania is a trend that should drive similar action in other states, such as North Dakota. North Dakota’s oil and gas industry has no readily available, affordable source of water recycling and treatment. The current practice in North Dakota for wastewater created during fracking is to inject produced water back into the ground, a practice that has unknown effects on the environment and has come under heavy regulatory scrutiny in other States. Each horizontal new well requires millions of gallons of fresh water over its life, contributing heavily to the supply crisis. Any regulatory actions affecting the legality of fresh water usage in fracking or injection of produced water back into the ground could negatively affect the oil and gas industry in North Dakota and increase industry demand for water treatment and recycling services.

In addition to the oil and gas industry, the domestic agricultural industry is generally lacking in sufficient water management regulations. Until a concerted private/public effort is expended, the contaminated acreage will continue to expand. Management believes the excess use of water and lack of regulation in the agricultural industry will result in regulatory changes which drastically increase the domestic demand for various water treatment and recycling services.

Growing Need for Affordable Regulatory Compliance

There are over 150,000 public rural water districts in the United States serving over 300 million users. The majority of these are considered very small, small and medium-sized public water systems, which support populations of fewer than 10,000 people. Small systems comprise the vast majority of all systems. Noncompliance occurs more frequently at smaller systems often because they may have fewer resources to operate and maintain compliance. This problem is expected to worsen as more stringent EPA rules are implemented for small public water systems. Approximately 28 percent of all systems in the U.S. had at least one significant violation reported in 2009. This rate is comparable to those reported in previous years. The data submitted by primacy agencies indicate that 7 percent of all public water systems in the U.S., serving approximately 17,693,000 users, had violations of health-based standards in 2009.  In 2009, about 18 percent of all public water systems had significant monitoring and reporting violations. Substantial expenditures will be needed in the coming years for repair, rehabilitation, operation, and maintenance of the water and wastewater treatment infrastructure. Management believes that water districts using conventional treatment methods will be unable to comply with the SDWA without massive installations of on-site chemical filter aids and disinfection equipment.

Consumer Safety

Drinking water, regardless of its source, may contain impurities that can affect the health of consumers. Although municipal agencies and water utilities in the United States are required to provide drinking water that complies with the SDWA, the water supplied to homes and businesses from municipalities and utilities may contain high levels of bacteria, toxins, parasites and human and animal-health pharmaceuticals, as well as high levels of chlorine used to eliminate contaminants. In the industrialized world, water quality is often compromised by pollution, aging municipal water systems, and contaminated wells and surface water. In addition, the specter of terrorism directed at intentional contamination of water supplies has heightened awareness of the importance of reliable and secure water purification. The importance of effective water treatment is also critical from an economic standpoint, as health concerns and impure water can impair consumer confidence in food products. Discharge of impaired waters into the environment can further degrade the earth’s water and violate environmental laws, with the possibility of significant fines and penalties from regulatory agencies.

Sales and Marketing

Management plans to focus the marketing strategy on educating prospective customers and the trade industry about the Company , so that the products and services are successfully brought to market. The Company plans to sell and market the 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.

The Company continues to search for retailers and distributors both nationally and abroad for all of the products.
 
Manufacturing and Raw Materials

 
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Renuéll Int’l, Inc.

The Company relies on third parties and suppliers to provide product raw materials, components and to formulate and package the finished goods. Third parties also provide order fulfillment, warehousing and distribution services. The Company plans on purchasing product in larger production batches thereby increasing production efficiency for the outsourced suppliers, which will reduce costs.
 
The Company uses contracted third parties to manufacture its products and to provide raw materials. The third party manufacturers are responsible for receipt and storage of raw material, production and packaging and labeling of finished goods. At present, the Company is dependent upon manufacturers for the production (manufacturing) of all of its products. To the extent the manufacturer should discontinue the relationship with the Company; the Company’s sales could be adversely impacted. The Company believes at the present time it will be able to obtain the quantity of products and supplies it will need to meet orders.
 
The Company purchases all of the raw materials from third party suppliers and manufacturers pursuant to purchase orders without any long-term agreements. It does rely on a principal supplier Regenetech which manufacturers the product. In the event that a current manufacturer is unable to meet supply or manufacturing requirements at some time in the future, the Company may suffer short-term interruptions of delivery of certain products while it establishes an alternative source. While management believes alternative sources are in most cases available and it plans to have also established working relationships with several third party suppliers and manufacturers, none of these agreements are long-term. The Company also relies on third party carriers for product shipments, including shipments to and from distribution facilities. It is therefore subject to the risks, including employee strikes and inclement weather, associated with the carriers’ ability to provide delivery services to meet the Company’s fulfillment and shipping needs. Failure to deliver products to customers in a timely and accurate matter would harm the Company’s reputation, business and results of operations.
 
NueEarth, Inc.

The raw materials provided to the Company are from suppliers located in United States and abroad. The Company is not constrained in its purchasing by any contracts or agreements with any suppliers, manufacturers or distributors of the raw materials it may use. The Company acquires raw materials based upon, among other things, availability and price on the open wholesale market. All of the raw materials are readily available from a large number of suppliers, manufacturers and distributors in the United States and, if necessary, from abroad. The Company uses raw materials on a just-in-time basis and keep minimal inventory on hand.

Inventory
 
Renuéll Int’l, Inc.

           The Company currently has approximately 4,000 - 1.7 oz. Breakthrough Facial Cream items in stock fully paid for at its shippers, Trans Express located in Miami, Florida.  These products have a retail price of $45.00 to $249.00 per item depending on various types of marketing strategies such as retail pharmacies, discount stores, Internet, info commercials and hotels and spas. Management estimates that the Company can sell the products in inventory within 3 to 4 months. The Company can market these products in the USA, Canada, Latin America, the countries that make up the Euro Zone member countries and Russia.

Patents, Trademarks and Licenses

The trademarks currently owned by the Company, and for which it intends to seek federal transaction registration are the marks NueEarth™, Renuéll™, Bio-Science™, NueCell™, NueStem Cell Matrix™ and NueStem Cell Lattice™. The Company may federally register other trademarks in the future as the need arises. It intend to patent the processes and designs as the need arises; however, the Company currently does not have any federally registered patents.

 
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Competition

Renuéll Int’l, Inc.

The skin care and personal care industries are highly competitive. Many of the Company’s competitors are large, well known companies that have considerably greater financial, sales, marketing, research and development and technical resources in the company. Additionally, these competitors have formulary capabilities that may allow them to formulate new and improved products that may compete with product lines that the Company develops and markets. In addition, competitors may elect to devote substantial resources to marketing their products to similar outlets and may choose to develop advertising, educational and information programs like this formulated by the Company to support their marketing efforts. The Company’s business, financial condition and results of operations could be materially and adversely affected by any one or more of such developments.
 
The Company’s product, in general, competes against similar products distributed by national skin care and personal care companies, including, but not limited to, Nucélle, Inc., Skin Medica, Avon, Nutriderm, Johnson and Johnson and Nue Science. The Company’s competitive position is based on the foundation of developing niche products with active ingredients that may not be found in generic products. The Company’s competitive strategy is based on management’s attempt to continually focus on the application of new technologies and efficiencies rather than fashions or trends.
 
NueEarth, Inc.

The technology industry is highly competitive and varied. Many of the existing and potential competitors have financial, personnel, marketing, customer bases and other financial resources significantly greater than the Companies. These competitors have the flexibility to introduce new products and services and pricing options that may be more attractive than the Companies.  The Company’s water purification process competes with several companies, including but not limited to, Clean Harbors Environmental Services, Vac Vision, Zenon Group and several divisions of General Electric. The Company will attempt to overcome the competitive advantages of its competitors by pursuing a strategy of developing technologies in niche markets and which seek to provide the Company with brand name recognition.

Government Regulation

Renuéll Int’l, Inc.

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 the 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 the Company for the products involve the cure, mitigation or treatment of disease, the FDA could take regulatory action against the 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 the Company with regard to the effect or benefit of the products is not substantiated by adequate data or research and the Company cannot support such claim, the FTC could also take regulatory action against the Company’s products and us.

 
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           NueEarth, Inc.

The business activities relating to NueEarth, Inc. are subject to environmental regulation under the same federal, state and local laws and regulations which apply to the Company’s customers, including the Clean Water Act of 1972, as amended, and the Resource Conservation and Recovery Act of 1976, as amended. Management believes that the Company conducts its business in an environmentally responsible manner and is 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 the Company operates projects and conducts business, including the handling, processing or disposal of the wastes, by-products and residues generated thereby.

JOBS ACT

Emerging Growth Company Status under the JOBS Act

Technology Applications International Corporation  qualifies as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (the “JOBS Act”).

The JOBS Act creates a new category of issuers known as "emerging growth companies." Emerging growth companies are those with annual gross revenues of less than $1 billion (as indexed for inflation) during their most recently completed fiscal year. The JOBS Act is intended to facilitate public offerings by emerging growth companies by exempting them from several provisions of the Securities Act of 1933 and its regulations. An emerging growth company will retain that status until the earliest of:
 
·  
The first fiscal year after its annual revenues exceed $1 billion;
 
·  
The first fiscal year after the fifth anniversary of its IPO;
 
·  
The date on which the company has issued more than $1 billion in non-convertible debt during the previous three-year period; and
 
·  
The first fiscal year in which the company has a public float of at least $700 million.
 
Financial and Audit Requirements

Under the JOBS Act, emerging growth companies are subject to scaled financial disclosure requirements. Pursuant to these scaled requirements, emerging growth companies may:
 
·  
Provide only two rather than three years of audited financial statements in their IPO Registration Statement;
 
·  
Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement in all SEC filings, rather than the five years of selected financial data normally required;
 
·  
Delay compliance with new or revised accounting standards until they are made applicable to private companies; and
 
·  
Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an outside auditor's attestation regarding the issuer's internal controls.
 
Offering Requirements

In addition, during the IPO offering process, emerging growth companies are exempt from:
 
·  
Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is underwriting the IPO;
 
·  
Certain restrictions on communications to institutional investors before filing the IPO registration statement; and
 
·  
The requirement initially to publicly file IPO Registration Statements. Emerging growth companies can confidentially file draft Registration Statements and any amendments with the SEC. Public filings of the draft documents must be made at least 21 days prior to commencement of the IPO "road show."
 

 
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Other Public Company Requirements

Emerging growth companies are also exempt from other ongoing obligations of most public companies, such as:
 
·  
The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;
 
·  
Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis, under Item 402 of Regulation S-K; and
 
·  
The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive compensation and golden parachute payments.
 
Employees

Charles J. Scimeca is an officer and director of the Company who serves on a full-time basis. John Stickler is also an officer and director of the Company and works on a part-time basis. None of the employees is represented by a labor union for purposes of collective bargaining. The Company considers its relations with the employees to be good.

DESCRIPTION OF PROPERTY

The Company’s 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, the Company has not sought to move or change the office site. Additional space may be required as it expands itsoperations. Management does not foresee any significant difficulties in obtaining any required additional space. The Company does not currently own any real property.

LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceeding nor is it aware of any pending or threatened litigation against us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No public market currently exists for shares of the Company’s common stock.  Following completion of this offering, The Company intends to apply to have its common stock quoted on the Over-the-Counter Bulletin Board.

Penny Stock Rules

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act.  The shares will remain penny stocks for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment.  Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in the Company will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.  Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

 
37

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

a.  
contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
b.  
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;
c.  
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask"  price for the penny stock and the significance of the spread between the bid and ask price;
d.  
contains a toll-free telephone number for inquiries on disciplinary actions;
e.  
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
f.  
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

a.  
the bid and offer quotations for the penny stock;
b.  
the compensation of the broker-dealer and its salesperson in the transaction;
c.  
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
d.  
monthly account statements showing the market value of each penny stock held in the customer's  account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for the Company’s stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Holders of The Company’s Common Stock

As of the date of this Prospectus, the Company has approximately 40 stockholders of record.

Reports

Upon the effectiveness of the Registration Statement of which this Prospectus is a part, the Company will be subject to certain reporting requirements and will file with the SEC annual reports including annual financial statements, certified by the Company’s independent accountants, and un-audited quarterly financial statements in its quarterly reports filed electronically with the SEC. All reports and information filed by the Company can be found at the SEC website, www.sec.gov.

Stock Transfer Agent

The Company does not have a Stock Transfer Agent as of this filing, but will appoint one in the near future.

 
38

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE FINANCIAL STATEMENTS OF TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION AND THE NOTES TO FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT ON FORM S-1.
 
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.

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.

 
39

 


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

We believe that the rate of inflation has had a negligible effect on 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. The Company 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 the Company’s 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, the auditors stated in their report on the Company’s audited financial statements that they have substantial doubt that the Company will be able to continue as a going concern without further financing.

 
40

 

Future Financings

We will continue to rely on equity sales of the Company’s common shares in order to continue to fund business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that the Company will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

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.

Management regularly evaluate the accounting policies and estimates that are used to prepare the financial statements. A complete summary of these policies is included in Note 2 of the Company’s audited 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 FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (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 does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). 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 adoption did not have an impact on the Company’s financial position and results of operations.

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.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 
41

 

Since inception, the Company has had no changes in or disagreements with its accountants. The Company’s audited financial statements have been included in this prospectus in reliance upon Lake & Associates, LLC, Independent Registered Public Accounting Firm, as experts in accounting and auditing.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors of the Company are elected by the stockholders to a term of one year and serve until their successors are elected and qualified.  Officers of the Company are appointed by the Board of Directors to a term of one year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

The name, address, age and position of the company officer and director is set forth below:

Name
 
Age
 
Position with the Company
 
Director Since
Charles J. Scimeca
 
68
 
CEO, CFO, President, Treasurer, Secretary, & Director
 
April 12, 2010
John Stickler
 
44
 
Vice President, & Director
 
May 18, 2012
 
Mr. Scimeca has held the offices/positions since the inception of the Company and Mr. Stickler was appointed on May 18, 2012 to his respective office/positions, both are expected to hold said offices/positions until the next annual meeting of the stockholders. The persons named above are the company’s only officers, directors, promoters and control persons.

Background Information about The Company’s Officers and Directors

Charles J. Scimeca - Mr. Scimeca has served as Chief Executive Officer, Chief Financial Officer, Secretary and 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.

John Stickler – Mr. Stickler has served as Vice President and Director since May 18, 2012.  He has worked as a sales and marketing professional for over nineteen years. His experience is mainly in the corporate management of sales and in the selling of a product. He has consistently achieved high levels of performance either meeting or exceeding sales goals in a variety of business environments throughout his career. Over the past five years Mr. Stickler has been involved in the development of a cosmetic line using N.A.S.A. technology for Renuéll, Inc. During that time Mr. Stickler was also a partner in several Real Estate projects in the Washington D.C. and Caribbean regions. The Board believes that in light of Mr. Stickler’s past sales experience and level of knowledge with the N.A.S.A. technology that he would be a great addition to the Company.

 
42

 
 
Corporate Governance
 
The Company does not have a compensation committee and it does not have an audit committee financial expert. It does not have a compensation committee because its Board of Directors consists of only two directors both of which are not independent as they are also officers.  There is no independent audit committee financial expert because it is believed the cost related to retaining a financial expert at this time is prohibitive in the circumstances of the Company. Further, because there are only minimal operations, at the present time, it is believed the services of a financial expert are not warranted.
 
Conflicts of Interest
 
The Company does not currently foresee any conflict of interest.
 
Section 16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires the company directors and executive officers, and persons who own more than ten percent of the Company’s common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of its common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the company with copies of all Section 16(a) forms they file.  The Company intends to ensure to the best of its ability that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.
 
EXECUTIVE COMPENSATION

The table set forth below summarizes the annual and long-term compensation for services in all capacities, payable to the officers and directors for the fiscal year ended December 31, 2011. The Board of Directors may adopt an incentive stock option plan for the executive officers that would result in additional compensation.

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
2012
 
$
120,000
                                                    $
80,000
 
2011
 
$
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
   
$
-0-
 
2010
 
$
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
   
$
-0-
 
John Stickler (1)
Vice President, Director
 2012
 
$
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
11,843.84
   
$
11,843.84
 
2011
 
 
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
     
-0-
   
$
-0-
 

 
43

 

 (1)
The Company’s officers and directors currently devote 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 a Director of the Company and Mr. Stickler is the Vice President and a 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.

OPTION AWARDS
 
STOCK AWARDS
   
Name
 
Number of Securities Underlying Unexercised Options (#) Exercisable
   
Number of Securities Underlying Unexercised Options (#) Unexercisable
   
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
   
Option Exercise Price ($)
 
Option Expiration Date
 
Number of Shares or Units of Stock that have not Vested (#)
   
Market Value of Shares or Units of Stock that have not Vested
($)
   
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested
($)
   
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested
($)
(a)
 
(b)
   
(c)
   
(d)
   
(e)
 
(f)
 
(g)
   
(h)
   
(i)
   
(j)
None
 
0
   
0
   
0
   
0
 
0
 
0
   
0
   
0
   
0

Long-Term Incentive Plans

There are no arrangements or plans in which the Company would provide pension, retirement or similar benefits for directors or executive officers.

Compensation Committee

The Company currently does not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

 
44

 

Compensation of Directors

The Company’s directors receive compensation for their service on the Board of Directors.  Charles Scimeca, as of January 1, 2012, receives ten thousand ($10,000) dollars a month that can also be taken in the Company’s stock at the current price offered to investors. John Stickler, as of May 18, 2012 is to be compensated as a consultant in an amount not to exceed five thousand ($5,000) dollars a month.

Director Independence

The Board of Directors is currently composed of two members. Neither, Charles J. Scimeca, or John Stickler qualify as an independent directors 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 the Company’s employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, the board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of the 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 the board of directors made these determinations, the board of directors would have reviewed and discussed information provided by the directors and the Company with regard to each director’s business and personal activities and relationships as they may relate to the Company and its management.

Security Holders Recommendations to Board of Directors

The Company welcomes comments and questions from the shareholders. Shareholders can direct communications to the Chief Executive Officer, Charles J. Scimeca, at our executive offices. However, while the Company appreciate all comments from shareholders, it may not be able to individually respond to all communications. Management attempts to address shareholder questions and concerns in press releases and documents filed with the SEC so that all shareholders have access to information about the Company at the same time. Mr. Scimeca collects and evaluates all shareholder communications. All communications addressed to the director and executive officer will be reviewed by Mr. Scimeca unless the communication is clearly frivolous.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information at August 23, 2012, with respect to the beneficial ownership of shares of Common Stock by (i) each person known to the Company who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to the Company), (ii) each of the Directors, (iii) each of the Executive Officers and (iv) all of the Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of August 23, 2012, the Company had 117,248,000 shares of Common Stock issued and outstanding.
   
No. of
 
No. of
 
Percentage
   
Name of
 
Shares
 
Shares
 
of Ownership
   
Beneficial
 
Before
 
After
 
Before
 
After
Owner
 
Offering
 
Offering
 
Offering (1)
 
Offering
                 
Charles J. Scimeca
 
104,800,000
 
104,800,000
 
89.4%
 
87.2%
                 
John Stickler
 
-0-
 
-0-
 
-0-
 
-0-
                 
All Officers and
               
Directors as a Group
 
104,800,000
 
104,800,000
 
89.4%
 
87.2%
 
 
45

 

(1)  Under Rule 13d-3 promulgated under the Exchange Act, 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 is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

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.

Future Sales by Principal Stockholders

A total of 104,800,000 shares have been issued to the company officers, directors and affiliates and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of these shares (after applicable restrictions expire) may have a depressive effect on the price of the Company’s common stock in any market that may develop, of which there can be no assurance.  The principal stockholders do not have any plans to sell their shares at any time after this offering is complete.


TRANSACTIONS WITH RELATED PERSONS,
PROMOTERS AND CERTAIN CONTROL PERSONS

Coast To Coast Equity Group, Inc., a Florida corporation, a related party, has provided loans to the Company in the amount of $242,900 as of June 25, 2012.

Except for the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which the Company was or is a party since the beginning of the  last fiscal year, or in any proposed transaction to which the Company proposes to be a party:

(A) any of the director(s) or executive officer(s);
(B) any nominee for election as one of the Company’s directors;
(C) any person who is known by the Company to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to the Company’s Common Stock; or
(D) any member of the immediate family (including spouse, parents, children, siblings and in-  laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.

There are not currently any conflicts of interest by or among the Company’s current officers, directors, key employees or advisors. The Company has not yet formulated a policy for handling conflicts of interest; however, it intends to do so upon completion of this offering and, in any event, prior to hiring any additional employees.
 
46

 
 
INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the By-Laws of the company, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 such director, officer, or other control person in connection with the securities being registered, the Company will, unless in the opinion of legal counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it, is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

AVAILABLE INFORMATION

The Company has filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission (the “SEC”). We are subject to the informational requirements of the Exchange Act and, in accordance therewith, will file all requisite reports, such as Forms 10-K, 10-Q and 8-K, proxy statements, under Sec.14 of the Exchange Act, and other information as required. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the SEC’s Washington, D.C. office at prescribed rates.  You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC at http://www.sec.gov. The Company will voluntarily provide electronic or paper copies of its filings with the SEC free of charge upon request.
 
FINANCIAL STATEMENTS
 
             The Company’s fiscal year end is December 31st.  The Company will provide audited financial statements to its stockholders on an annual basis; the statements will be prepared and then will be audited by the independent PCAOB registered CPA firm Lake & Associates, CPA’s, LLC.

 
47

 

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
     
       
Condensed Consolidated Balance Sheets
 
   F-3
 
       
Statements of Operations
 
F-4
 
       
Statements of Changes in Stockholders' Deficit
 
F-5
 
       
Statements of Cash Flows
 
F-6
 
       
Consolidated Balance Sheets
 
F-7
 
       
Notes to Consolidated Financial Statements
 
 F-8
 
 
 
F-1

 

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
 
 
 
F-2

 
 
TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
           
CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
             
   
June 30,
   
December 31,
 
   
2012
   
2011
 
ASSETS
 
(Unaudited)
   
(Audited)
 
             
Current assets
           
Cash and cash equivalents
  $ 123,219     $ 174,363  
Inventories
    191,151       -  
Other current assets
    7,220       4,965  
                 
Total current assets
    321,590       179,328  
                 
Trademarks, net
    1,910       1,680  
                 
Machinery and equipment, net
    15,502       17,543  
 
               
Total assets
  $ 339,002     $ 198,551  
                 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
               
                 
Liabilities
               
Accounts payable and accrued expenses
  $ 85,605     $ 10,000  
Advances from affiliate
    38,570       117,937  
Loan from affiliate
    125,000       -  
Deposit
    -       100,000  
Other current liabilities
    172       430  
Total current liabilities
    249,347       228,367  
                 
Convertible debentures
    48,791       -  
                 
Total liabilities
    298,138       228,367  
                 
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,
               
117,248,000 and 116,454,000 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively.
    117,248       116,454  
                 
Additional paid in capital
    576,020       109,014  
Accumulated deficit
    (652,404 )     (255,284 )
                 
Total shareholders' deficit
    40,864       (29,816 )
                 
Total liabilities and shareholders' deficit
  $ 339,002     $ 198,551  

(See accompanying notes to the condensed consolidated financial statements.)

 
F-3

 
 
 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          

 
F-4

 

 
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 )

 
F-5

 

 
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
    5,125       3,805       10,000  
accrued expenses
                       
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       -  
                         
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 st