[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 000-53698

TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION

(Name of small business issuer in its charter)

Chase Bank Building

150 SE 2nd Ave, Suite 403

Miami, Florida 33131

(Address of principal executive offices)

(800) 670-0448

(Registrant’s telephone number)

18851 N.E. 29^th Avenue, Suite 700,

Aventura, Florida 33180

(Former Address of Principal Executive Offices)

Copy of all Communications to:

Law Office of Andrew Coldicutt

1220 Rosecrans Street, PMB 258

San Diego, CA 92106

Phone: 619-228-4970

Info@ColdicuttLaw.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [X]   No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X]   No [   ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]  No [X]

As of November 19, 2014, there were 50,118,963 shares of the registrant’s $0.001 par value common stock issued and outstanding.

TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION*

TABLE OF CONTENTS

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Technology Applications International Corporation (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”TAIC,” “NUUU,” “Renuell Int’l,” “Rejuvell Int’l Inc.,” “NueEarth, Inc.,” "our," "us," the "Company," refers to Technology Applications International Corporation.

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ITEM 1. FINANCIAL STATEMENTS

TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION

Condensed Consolidated Financial Statements

(Expressed in US dollars)

September 30, 2014 (unaudited)

Financial Statement Index

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The accompanying condensed notes are an integral part of these financial statements

4

The accompanying condensed notes are an integral part of these financial statements

5

The accompanying condensed notes are an integral part of these financial statements

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1.  Nature of Operations and Basis of Presentation

Nature of Operations

Technology Applications International Corporation (formerly Raj Ventures, Inc.) (“Technology”) was incorporated on October 14, 2009 under the laws of Florida.  Renuell Int’l, Inc. and NueEarth, Inc., Technology’s wholly owned subsidiaries and Technology, collectively, are referred to here-in as the “Company.”  The Company is engaged in developing market entry technology products and services into early and mainstream technology products and services.  Through our subsidiaries, we are focused on developing and manufacturing a line of technologically advanced skin care products and providing environmental management solutions that use electron particle accelerator technology.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Technology Applications International Corporation and its wholly owned subsidiaries, Renuell Int’l, Inc. and NueEarth, Inc.  All significant inter-company accounts and transactions have been eliminated in consolidation.

Basis of Presentation and Going Concern Considerations

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2014.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The accompanying financial statements have been presented on the basis that it is a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs.  The Company’s ability to continue as a going concern is highly dependent upon management’s ability to increase near-term operating cash flows and obtain additional working capital through the issuance of debt and or equity.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

These consolidated financial statements present the financial condition, and results of operations and cash flows of the operating companies.

Business Risk

Since its inception, the Company has been dependent upon the receipt of capital investment to fund its operating activities.  In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plans will be successfully executed.  The Company’s ability to execute its business plans is dependent on its ability to obtain additional debt and equity financing and achieving a profitable level of operations.  There can be no assurance that sufficient financing will be obtained or that we will achieve a profitable level of operations.

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Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.  Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.  The Company has potential dilutive instruments during the current three month period as there is net income; therefore there is potentially a dilutive share amount of 106,245,144. The Company does not have potential dilutive instruments during the nine month period and comparable periods as there are net losses, and accordingly basic loss and diluted loss per share are the same.

Recent Accounting Pronouncements 

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10 (ASU 2014-10), Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates the requirement to present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclosure the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided to development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 will no longer be required for interim and annual reporting periods beginning after December 15, 2014, and the revised consolidation standards will take effect in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted the provisions of ASU 2014-10 effective for its financial statements for the interim period ended September 30, 2014. The adoption of ASU 2014-10 did not have any effect on the Company’s financial statement presentation or disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

2.  Inventories

Inventories are stated at the lower of cost or market value.  The Company reduces the value of its inventories to market value when the value is believed to be less than the cost of the item.

No reserves for inventory have been deemed necessary at September 30, 2014.

3.  Machinery and Equipment

Machinery and equipment are recorded at cost.  Expenditures for maintenance and repairs are charged to earnings as incurred whereas additions, renewals and betterments are capitalized.  When machinery and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.  Depreciation of machinery and equipment is provided using the straight-line method over the assets estimated useful lives of approximately 5 to 7 years.  Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter.

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Machinery and equipment, as of September 30, 2014 and December 31, 2013, consisted of the following:

Depreciation expense for the nine month periods ended September, 2014 and 2013 were $3,964 and $2,979, respectively. Depreciation expense for the three month periods ended September 30, 2014 and 2013 were $1,499 and $993, respectively.

4.  Convertible Debenture

During December 2011, the Company received $100,000 as a deposit for entering into a distribution agreement.  On March 22, 2012, the Company converted the $100,000 deposit into a convertible debenture.  The convertible debenture bears interest at a rate of five-percent (5%) per annum and was payable March 21, 2014.  At the Holder’s option, principle and unpaid accrued interest shall be convertible into common stock at a rate of $0.50 per share.  In addition to the common stock, the Holder received warrants to purchase an equal number of shares of common stock exercisable at $1.00 per share.  These warrants expire at the earlier of 180 days after the common stock commences quotation on the OTC Bulletin Board or one-year from exercise. In December 2013, the Noteholder elected to convert $25,000 into 50,000 shares of the Company’s Common Stock at $0.50 per share.  In February 2014, the Noteholder elected to convert $84,143 (including accrued interest of $9,143) into 168,285 shares of the Company’s Common Stock at $0.50 per share. The Company issued 218,285 warrants to purchase 218,285 shares of common stock exercisable at $1.00 per share. As of September 30, 2014, all of the 218,285 warrants are expired.

On September 25, 2012, the Company issued a $100,000 convertible debenture.  The convertible debenture bears interest at a rate of five-percent (5%) per annum and was payable September 20, 2013.  At the Holder’s option, principle and unpaid accrued interest shall be convertible into common stock at a rate of $0.50 per share.  In addition to the common stock, the Holder received warrants to purchase an equal number of shares of common stock exercisable at $1.00 per share.  These warrants expire at the earlier of 180 days after the common stock commences quotation on the OTC Bulletin Board or one-year from exercise. This convertible debenture extended 360 days on September 21, 2013. In December 2013, the Noteholder elected to convert $25,000 into 50,000 shares of the Company’s Common Stock at $0.50 per share.  In February 2014, the Noteholder elected to convert $88,273 (including accrued interest of $13,273) into 176,515 shares of the Company’s Common Stock at $0.50 per share. The Company issued 226,515 warrants to purchase 226,515 shares of common stock exercisable at $1.00 per share. As of September 30, 2014, all of the 226,515 warrants are expired.

On April 3, May 23, May 31, June 10, July 29, August 14, and September 25, 2013, the Company issued a $5,000, $10,000, $10,000, $25,000, $4,000, $50,000 and $20,000 convertible debentures, respectively.  The convertible debentures bear interest at a rate of ten-percent (10%) per annum and are payable March 29, May 18, May 26, June 5, July 24, August 9, and September 20, 2014, respectively.  At the Holder’s option, principle and unpaid accrued interest shall be convertible into common stock at a rate of $0.50 per share.  In addition to the common stock, the Holder shall receive warrants to purchase an equal number of shares of common stock exercisable at $1.00 per share.  These warrants expire at the earlier of 180 days after the common stock commences quotation on the OTC Bulletin Board or one-year from exercise. In February 2014, the Noteholder elected to convert $110,866 (including accrued interest of $6,866) into 220,785 shares of the Company’s Common Stock at $0.50 per share. The Company issued 220,785 warrants to purchase 220,785 shares of common stock exercisable at $1.00 per share. In April 2014, the Noteholder elected to convert $21,534 (including accrued interest of $1,534) into 41,534 shares of the Company’s Common Stock at $0.50 per share. The Company issued 41,534 warrants to purchase 41,534 shares of common stock exercisable at $1.00 per share. As of September 30, 2014, all of the 262,319 warrants are expired.

On August 28, 2014, the Company entered into an unsecured promissory note with RAJ Ventures Funding Group, Inc., in the amount of $15,000. This note accrues interest at 6% per annum, is due on demand and contains customary events of default.

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The Compound derivative comprises certain derivative features embedded in the host convertible debenture contracts including the conversion feature and warrants both of which contain anti-dilution protections.  These instruments were combined into one compound derivative and bifurcated from the host instrument at fair value.  The Company applied the Black-Scholes Merton valuation technique to fair value these derivatives because this technique embodies all of the assumptions necessary to fair value these compound derivative instruments.

Since the derivative financial instruments are required to be recorded, both initially, and subsequently, at fair value, there were insufficient proceeds to allocate any amount to the convertible debentures and, accordingly, it has no carrying value on the date of inception.  Additionally, proceeds were insufficient to record the fair values of the derivative financial instruments, resulting in initial interest expense of $197,452.  It should be noted that the derivative instruments will be adjusted to fair value at each reporting date.  As the Company does not have historical volatility data for its own stock, the expected volatility was based upon the Company’s peer group in the industry in which it does business.  Fair values are highly influenced by the trading stock price and volatility of the peer group, changes in our credit risk and market interest rates. The company amortizes the discount on the convertible debentures resulting from the initial allocation over the term of the convertible debt instruments using the effective method.  Amortization expense arising from this method for nine months and the years ended September 30, 2014 and December 31, 2013 amounted to $75,902 and $182,197 which have been included as a component of interest expense. For the nine months ended September 30, 2014, gain on derivative valuation was $565,167 (For the year ended December 31, 2013, gain on the derivative valuation was $64,232)

5.  Capital Stock

In February 2014, the Company issued 565,615 shares of its common stock at $0.50 for conversion of convertible debenture of $254,000 and $28,282 of accrued interest.

In March 2014, the Company issued 601,000 shares of its common stock at $0.50 through a private placement for total cash consideration of $300,500. Also, Company issued 601,000 warrants to purchase to purchase 601,000 shares of common stock exercisable at $1.00 per share.

On April 3, 2014, the Company entered stock subscription agreement of 5,000 shares at $1.00 per share with 5,000 warrants to purchase 5,000 shares of common stock with an exercise price of $2.00 per share.  These warrants expire 180 days after stock issuance date.

On April 16, 2014, the Company entered stock subscription agreement of 20,000 shares at $0.50 per share with 20,000 warrants to purchase 20,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 180 days after stock issuance date.

On July 7, and July 31, 2014, the Company entered stock subscription agreements of 50,000 shares and 20,000 shares at $1.00 per share with 50,000 and 20,000 warrants to purchase 50,000 and 20,000 shares of common stock with an exercise price of $2.00 per share.  These warrants expire 360 days after stock issuance date.

On August 22, 2014, the Company entered a stock subscription agreement of 99,963 shares at $1.00 per share with 99,963 warrants to purchase 99,963 shares of common stock with an exercise price of $2.00 per share.  These warrants expire 1 year from the date the restricted common shares become free trading.

On August 28, 2014, the Board authorized the Company to exchange or repurchase 68,666,619 shares of common stock in privately negotiated transactions with three shareholders, including the current CEO of the Company. As a result of the exchange or repurchase the Company’s total shares issued and outstanding will be reduced to Fifty Million (50,118,493) shares of common stock. The repurchase was made pursuant to a privately negotiated stock repurchase agreement. The per share repurchase price for the shares repurchased was determined through arms-length negotiations with the private investors. The exchange of shares was consummated at the price that the shares were issued for originally. The repurchase price was paid through cash on hand from the Company’s available surplus and through the issuance of unsecured promissory notes that accrue simple interest at 6% per annum. Other than this private transaction as described in this report, our board of directors has not authorized any stock repurchase program or plan, and we have no current plans to effect any open-market purchases of our common stock or other repurchases of our common stock.

On September 9, 2014, a Warrant holder exercised 34,000 warrants to purchase 34,000 restricted common shares at a price of $1.00 per share.

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Due to a ratchet provision, the warrants issued during the year were accounted for as a derivative and fair valued using the Black Scholes valuation model. The initial valuation was $525,603, which was immediately expensed as derivative expense.

Stock Purchase Warrants

In conjunction with the Private Placement Memorandum dated February 13, 2013, the Company is offering up to 3,000,000 units.  Each unit consists of 1 share of common stock priced at $1.00 and one Class A Warrant to purchase 1 share of common stock with an exercise price of $1.50 per share.  These warrants expire on the earlier of (i) 180 days after the common stock commences quotation on the OTC Bulletin Board or (ii) one year after the date of issuance. No issuances have been sold from this offering as of December 31, 2013.

In December 2013, the Noteholder elected to convert $50,000 into 100,000 shares of the Company’s Common Stock at $0.50 per share.  The Company issued 100,000 warrants to purchase 100,000 shares of common stock exercisable at $1.00 per share.  The warrants were expired in September 2014.

In February and April 2014, the Noteholder elected to convert $304,049 (including accrued interest of $30,049) into 607,119 shares of the Company’s Common Stock at $0.50 per share.  The Company issued 607,119 warrants to purchase 607,119 shares of common stock exercisable at $1.00 per share. The warrants were expired in September 2014.

In March 2014, the Company issued 601,000 shares of its common stock at $0.50 through a private placement for total cash consideration of $300,500. Also, the Company issued 601,000 warrants to purchase 601,000 shares of common stock exercisable at $1.00 per share. 34,000 warrants were exercised in September 2014 and 567,000 warrants were expired in September 2014.

On April 3, 2014, the Company entered stock subscription agreement of 5,000 shares at $1.00 per share with 5,000 warrants to purchase 5,000 shares of common stock with an exercise price of $2.00 per share.  These warrants expire 180 days after stock issuance date. The warrants were expired in September 2014.

On April 16, 2014, the Company entered stock subscription agreement of 20,000 shares at $0.50 per share with 20,000 warrants to purchase 20,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 180 days after stock issuance date. As of September 30, 2014, 20,000 warrants are not exercised or expired.

On July 7, and July 31, 2014, the Company entered stock subscription agreements of 50,000 shares and 20,000 shares at $1.00 per share with 50,000 and 20,000 warrants to purchase 50,000 and 20,000 shares of common stock with an exercise price of $2.00 per share.  These warrants expire 360 days after stock issuance date.

On August 22, 2014, the Company entered stock subscription agreement of 99,963shares at $1.00 per share with 99,963 warrants to purchase 99,963 shares of common stock with an exercise price of $2.00 per share.  These warrants expire 1 year from the date the restricted common shares become free trading.

On September 9, 2014, a Warrant holder exercised 34,000 warrants to purchase 34,000 restricted common shares at a price of $1.00 per share.

The following table summarizes all warrant activity for the periods ended September 30, 2014:

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6. Fair Value Measurements

On a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy.  The following table presents information about the Company’s liabilities measured at fair value as of September 30, 2014 and December 31, 2013:

The fair value changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), relate solely to the derivative liability as follows:

7.  Related Parties

An affiliate of the Company, an entity owned by the Company’s president, has been funding operations of the Company by making payments directly to third parties or advancing monies to the Company.  These amounts bear no interest and are payable on demand.  Amounts due to the affiliate at September 30, 2014 and December 31, 2013 are approximately $303,000 and $237,000, respectively.

During September 2012, the Company borrowed $125,000 from an affiliate. During the September 2014, the Company borrowed $64,667 from an affiliate.  The loans bear interest at 6-10% per annum and are unsecured and payable upon demand.   The outstanding balance at September 30, 2014 and December 31, 2013 is $142,068 and $77,401, respectively.

On August 28, 2014, the Board authorized the Company to exchange or repurchase 68,666,619 shares of common stock in privately negotiated transactions with three shareholders, including the current CEO of the Company. As a result of the exchange or repurchase the Company’s total shares issued and outstanding will be reduced to Fifty Million One Hundred Eighteen Thousand Four Hundred Ninety Three (50,118,493) shares of common stock. The repurchase was made pursuant to a privately negotiated stock repurchase agreement. The per share repurchase price for the shares repurchased was determined through arms-length negotiations with the private investors. The exchange of shares was consummated at the price that the shares were issued for originally. The repurchase price was paid through cash on hand from the Company’s available surplus and through the issuance of unsecured promissory notes that accrue simple interest at 6% per annum. Other than this private transaction as described in this report, our board of directors has not authorized any stock repurchase program or plan, and we have no current plans to effect any open-market purchases of our common stock or other repurchases of our common stock.

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On August 28, 2014, the Company entered into an unsecured promissory note (the “Note”) with RAJ Ventures Funding, Inc., (the “Lender”) in the amount of $15,000 that accrues 6% simple interest and is due on demand. The Note was entered into in exchange for the purchase of the Lenders 1,000,000 shares in the Company.

8.  License Agreement

On July 25, 2014, Technology Applications International Corporation and its wholly-owned subsidiary Renuell Int’l, Inc., Florida corporations (the “Company”) entered into an exclusive License Agreement (the “License Agreement”) by and between the National Aeronautics and Space Administration, an agency of the United States (“N.A.S.A.”) for the use of U.S. Patent No.’s 6,485,963 B1, an invention entitled “Growth Stimulation Of Biological Cells and Tissue By Electromagnetic Fields and Uses Thereof” which was filed on June 2, 2000, and U.S. Patent No. 6,673,597 B2, for an invention entitled “Growth Stimulation of Biological Cells and Tissue By Electromagnetic Fields and Uses Thereof: which was filed on February 28, 2001 (the “Patents”). We currently use the Patents process to develop our anti-aging skin creams and shampoos. The License Agreement permits the Company to use the Patents as well as the name N.A.S.A., with its products, as per the terms of the License Agreement.

In consideration of the grant of the License Agreement, the Company will pay a 3% royalty to N.A.S.A. on the gross sales of any royalty-base products. The License agreement further requires the Company to remit to N.A.S.A. a non-refundable license fee in the amount of Fifteen Thousand Dollars ($15,000) upon the execution of the License Agreement and then another Fifteen Thousand Dollars ($15,000) is due six months after the license commencement date. The Company also agrees to pay N.A.S.A. a minimum royalty of Fifteen Thousand Dollars ($15,000), at the end of each accounting period (“Accounting Period”). The Accounting Period shall begin at the end of the second Accounting period of the License Agreement and each Accounting period thereafter.

The License Agreement requires that the Company achieve a practical application of the Patent within eighteen (18) months from the commencement date of the License Agreement. In accordance with the appendix to the License Agreement; wherein it states that by August 2014, the Company shall have tested the product to meet federal, state and international regulations of its skin cream products, by October 2014, the Company shall have packaged and filled five products and by December 2014, the Company shall have Domestic and International distribution of five products. Once a practical application is achieved the term of the agreement shall be equal to the unexpired term of the last patent to be in effect of the patent(s) encompassed under the Patents.  The Company further agrees that any products using the Patents process shall be substantially manufactured in the United States.  As of the Date of this filing all milestones associated with the License Agreement have been completed on time and to the satisfaction of the License Agreement Parties.

9. Commitment

September 10, 2014, the Company signed a lease agreement for office used. Lease term is twenty-six months from October 1, 2014. Rental is $39,555 for twelve months.

10.  Subsequent Events

On October 1, 2014, the Company signed an agreement with Strawberry Bullett, LLC, a New York based advertising agency that will assist the Company’s wholly-owned subsidiary Rejuvel, with market research, and branding services for its facial cream, as well as assisting with creating a marketing and advertising campaign for our subsidiary.  

On or about October 9, 2014, The Company completed a clinical study to test the efficacy of their products at Essex Testing Clinic in Verona, New Jersey. Team members on The Essex Testing Clinic staff included doctors, nurses, clinical study, recruitment professionals, quality assurance and trained evaluators and a large network of consulting physicians, all possessing considerable experience in clinical investigation. Team personnel evaluated facial imperfections of each subject and took scientific measurements to determine the firmness and elasticity of the skin to detect change.

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After 6 weeks of product use, 32 subjects responded with the following:

• 100% – Smoother and softer skin.

• 100% – Facial skin had an improved texture.

• 100% – Product regimen was gentle and non-irritating.

• 84.4% – Appearance of fine lines on face is less noticeable.

• 78.1% – Appearance of wrinkles on face is less noticeable.

• 81.3% – Improvement in the firmness/elasticity of skin.

• 75.0% – Reduction in the appearance of dark, under the eye circles.

• 84.4% – Skin appeared renewed and discolorations were reduced.

• 87.5% – Moisture content in skin had increased.

• 90.6% – Skin appears brighter and more radiant.

• 90.6% – Skin appears healthier.

• 93.8% – Skin appears refreshed.

• 87.5% – Overall appearance was improved.

Scientific Measurements results after 6 weeks of use are as follows:

• 78% of subjects Fine Lines/ Wrinkles were significantly reduced

• 88% of subjects Under Eye Discoloration significantly improved

• 78% of subjects Firmness/ Elasticity significantly improved

• 97% of subjects Skin Moisture significantly improved

The conclusion of this clinical study fulfills the requirements to be able to broadcast on the major home shopping channels.  Our next step is to voluntarily submit our testing claims to the Federal Drug Administration (FDA).

On or about October 13, 2014, the Company entered into an distribution agreement (“Distribution Agreement”) with Olgun Emirzade, who is a Director of Meditem Cyprus Limited (“Meditem”); thereby, naming Northern Cyprus as a non-exclusive territory for Meditem. The terms of the Distribution Agreement, expects that Meditem will sell a minimum of 200 units of skin cream a month for the first year, allows for Meditem to receive a finder’s fee for each 1.7oz bottle purchased by any newly referred distributor in the Republic of Cyprus. The Distribution Agreement is for a period of one year and then the two parties will evaluate the progress and the Distribution Agreement can be renewed for an additional five one year periods. The Distribution Agreement also calls for a quota to be established after the first year of the Distribution Agreement that the more territories and exclusivity to territories may be adjusted in further negotiations.

Pursuant to Accounting Standards Codification 855-10, the Company has evaluated all events or transactions that have occurred from November 12, 2014 through the filing with the SEC.  

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FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

Cash Flows

Results for the Quarter Ended September 30, 2014 Compared to the Quarter Ended September 30, 2013

Operating Revenues

The Company’s revenues were $18,353 for the three months ended September 30, 2014 compared to $4,313 for the same period in 2013.  This represents an increase of $14,040 or 326% which is attributable to the Company’s efforts to develop the product and create relationships with major retailers.

Cost of Revenues

The Company’s cost of revenues was $168 for the three months ended September 30, 2014 compared to $(1,219) for the same period in 2013.  This represents an increase of $1,051 or 86% which is directly attributable to the increase in revenues.

Gross Profit

For the three months ended September 30, 2014, the Company’s gross profit increased to $18,185 or 329% from $5,532 for the same period in 2013.  As a percentage of sales, gross profit was 99%. Gross profit was higher this

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three month period due to extra cream and bottles that were provided to us by our manufacturers at no cost, as incentives to our continued business relationships.

General and Administrative Expenses

General and administrative expenses consisted primarily of consulting fees, professional fees, travel and meals and entertainment relating to being a public company.  For the three months ended September 30, 2014 and September 30, 2013, general and administrative expenses increased to $210,777 from $77,635 for the same period in 2013 representing an increase of $133,142 or 171%.  The change is primarily attributable to increases in consulting, professional fees and general administrative expenses appropriate for a publicly reporting company.

Other Income (Expense)

Other income (expense) consisted of a gain on derivative valuation, derivative expense and interest expense.  The gain on derivative valuation is directly attributable to a decrease in derivatives related to the warrants issued with common stock during the quarter, and the change in fair value of the derivative liability from June 30, 2014, through September 30, 2014.  The increase in derivative expense relates to the warrants issued during the period. Interest expense is primarily attributable to the accretion of the debt discount on convertible debentures for the three months ended September 30, 2014.  For the three months ended September 30, 2014, there was a $629,571 gain on derivative valuation and $(3,332) of interest expense during the period.  There was a $(8,250) loss on derivative valuation and $(74,050) of interest expense for the same period in 2013.

Net Income

Our net income for the three months ended September 30, 2014, was $175,199 compared with a net loss of $(154,403) for the three months ended September 30, 2013, an increase of $329,602 or 213%.  The net loss is influenced by the matters discussed above.

Results for the Nine month period ended September 30, 2014 Compared to the Nine month period ended September 30, 2013

Operating Revenues

The Company’s revenues were $63,677 for the Nine months ended September 30, 2014 compared to $35,841 for the same period in 2013.  This represents an increase of $27,836 or 77% which is directly attributable to the Company’s marketing efforts.

Cost of Revenues

The Company’s cost of revenues was $9,062 for the Nine months ended September 30, 2014 compared to $6,039 for the same period in 2013.  This represents an increase of $3,023 or 50%, which is directly attributable to the increase in sales.

Gross Profit

For the Nine months ended September 30, 2014, the Company’s gross profit increased to $54,615 or 183% from $29,802 for the same period in 2013.  As a percentage of sales, gross profit was 86% compared to 83% for the same period in 2013. The increase is a result of increased sales and lower acquisition costs.

General and Administrative Expenses

General and administrative expenses consisted primarily of consulting fees, professional fees, travel and meals and entertainment relating to being a public company.  For the Nine months ended September 30, 2014 and September 30, 2013, general and administrative expenses increased to $501,908 from $365,336 for the same period in 2013 representing an increase of $136,572 or 38%.  

Other Income (Expense)

Other income (expense) consisted of a gain on derivative valuation, derivative expenses and interest expense.  The gain on derivative valuation is directly attributable to the change in fair value of the derivative liability from

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December 31, 2013 through September 30, 2014.  Interest expense is primarily attributable to the reduction of the convertible debentures for the Nine months ended September 30, 2014.  For the Nine months ended September 30, 2014, there was a $565,167 gain on derivative valuation and $(93,433) of interest expense during the period.  There was an $85,150 gain on derivative valuation and $(231,581) of interest expense for the same period 2013.

Net Loss

Our net loss for the Nine months ended September 30, 2014 was $(501,162) compared with a net loss of $(481,965) for the Nine months ended September 30, 2013, an increase of $19,197 or 3.9%.  The net loss is influenced by the matters discussed in the other sections of the MD&A.

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 of funds.

At September 30, 2014, the Company had total current assets of $308,667 compared to $84,662 at December 31, 2013.  Current assets consisted primarily of cash, inventories and deposits. The increase in cash and total assets were attributed to equity financing of $538,163, of which a large portion remained unspent as of the period end date.

At September 30, 2014, the Company had total current liabilities of $1,041,970 compared to $1,207,335 at December 31, 2013.  Current liabilities consisted primarily of the derivative liability, accounts payable and accrued expenses, loans and advances from a related party and convertible debentures.

We had negative working capital of $(733,303) as of September 30, 2014 compared to $(1,122,673) as of December 31, 2013, a decrease of $389,372 or 35%.

Cashflow from Operating Activities

During the Nine months ended September 30, 2014, cash used in operating activities was $(401,849) compared to $(233,954) for the Nine months ended September 30, 2013. The increase in the amounts of cash used for operating activities was primarily due to the increased net loss, offset by a gain on derivative valuation, derivative expense, amortization of discount on convertible notes and higher amounts of skin care products being purchased for inventory and a related decrease in accounts payable and accrued expenses.

Cashflow from Investing Activities

During the Nine months ended September 30, 2014 cash used in investing activities was $(18,335) compared to $0 for the Nine months ended September 30, 2013.

Cashflow from Financing Activities

During the Nine months ended September 30, 2014, cash provided by financing activity was $603,173 compared to $117,837 being provided during the Nine months ended September 30, 2013.  The increase in cash provided by financing activities is due to the Company receiving proceeds of $538,163 from issuance of stock and warrants, and $148,458 in proceeds from advances from related parties and offset by payments on a loan from an affiliate of $82,448.

Quarterly Developments

On July 25, 2014, Technology Applications International Corporation and its wholly-owned subsidiary Renuell Int’l, Inc., Florida corporations (the “Company”) entered into an exclusive License Agreement (the “License Agreement”) by and between the National Aeronautics and Space Administration, an agency of the United States (“N.A.S.A.”) for the use of U.S. Patent No.’s 6,485,963 B1, an invention entitled “Growth Stimulation Of Biological Cells and Tissue By Electromagnetic Fields and Uses Thereof” which was filed on June 2, 2000, and U.S. Patent No. 6,673,597 B2, for an invention entitled “Growth Stimulation of Biological Cells and Tissue By Electromagnetic Fields and Uses Thereof: which was filed on February 28, 2001 (the “Patents”). We currently use the Patents process to develop our anti-aging skin creams and shampoos. The License Agreement permits the

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In consideration of the grant of the License Agreement, the Company will pay a 3% royalty to N.A.S.A. on the gross sales of any royalty-base products. The License agreement further requires the Company to remit to N.A.S.A. a non-refundable license fee in the amount of Fifteen Thousand Dollars ($15,000) upon the execution of the License Agreement and then another Fifteen Thousand Dollars ($15,000) is due six months after the license commencement date. The Company also agrees to pay N.A.S.A. a minimum royalty of Fifteen Thousand Dollars ($15,000), at the end of each accounting period (“Accounting Period”). The Accounting Period shall begin at the end of the second Accounting period of the License Agreement and each Accounting period thereafter.

The License Agreement requires that the Company achieve a practical application of the Patent within eighteen (18) months from the commencement date of the License Agreement. In accordance with the appendix to the License Agreement; wherein it states that by August 2014, the Company shall have tested the product to meet federal, state and international regulations of its skin cream products, by October 2014, the Company shall have packaged and filled five products and by December 2014, the Company shall have Domestic and International distribution of five products. Once a practical application is achieved the term of the agreement shall be equal to the unexpired term of the last patent to be in effect of the patent(s) encompassed under the Patents.  The Company further agrees that any products using the Patents process shall be substantially manufactured in the United States.

The foregoing summary description of the License Agreement is not complete and is qualified in its entirety by reference to the full text of the License Agreement. The License Agreement also contains customary events of default. For further information regarding the terms and conditions of the License Agreement, this reference is made to such agreement, which the Company has filed as an exhibit 10.11 to the Quarterly Report on Form 10-Q that was filed the Securities and Exchange Commission on August 14, 2014, is incorporated  herein by this reference.

On August 28, 2014, the Board authorized the Company to exchange or repurchase 68,666,619 shares of common stock in privately negotiated transactions with three shareholders, including the current CEO of the Company. As a result of the exchange or repurchase the Company’s total shares issued and outstanding was reduced to Fifty Million (50,118,493) shares of common stock.

The repurchase was made pursuant to a privately negotiated stock repurchase agreement. The per share repurchase price for the shares repurchased was determined through arms-length negotiations with the private investors. The exchange of shares was consummated at the price that the shares were issued for originally.

The repurchase price was paid through cash on hand from the Company’s available surplus and through the issuance of unsecured promissory notes that accrue simple interest at 6% per annum. Other than this private transaction as described in this report, our board of directors has not authorized any stock repurchase program or plan, and we have no current plans to effect any open-market purchases of our common stock or other repurchases of our common stock.

A copy of the unsecured promissory note and press release announcing the share repurchase was attached to our Current Report on Form 8-K as Exhibits 10.1 and 99.1, respectively, that was filed with the Securities and Exchange Commission on August 28, 2014 and is incorporated herein by this reference.

On or about September 9, 2014, the Company established an Advisory Board to the Company. The first member appointed to the Advisory Board was Dr. Jacob G. Appelbaum who was also appointed the Chairman of the Advisory Board. Dr. Appelbaum is an internationally recognized physicist and multidisciplinary technologist. He currently serves as the CEO of Advanced Technology Department, Inc., and prior to that he served as a research professor at the the Innovative Space Nuclear Power and Propulsion Instituted of the University of Florida.  Due to Dr. Appelbaum’s knowledge and experience we are very pleased to have him join the Company on our Advisory Board.

On or about September 11, 2014, the Company’s wholly-owned subsidiary Renuell, Int’l Inc., filed articles of amendment with the Florida Secretary of state and changed its name to Rejuvel, Int’l, Inc., in order to have a more marketable/memorable name, and better fit the brands image. The amendment went effective with the Florida Secretary of State on September 14, 2014. The subsidiary’s website has also changed and is now www.rejuvel.com.

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Subsequent Events

On October 1, 2014, the Company signed an agreement with Strawberry Bullet, LLC, a New York based advertising agency that will assist the Company’s wholly-owned subsidiary Rejuvel, with market research, and branding services for its facial cream, as well as assisting with creating a marketing and advertising campaign for our subsidiary.  

On or about October 9, 2014, The Company completed a clinical study to test the efficacy of their products at Essex Testing Clinic in Verona, New Jersey. Team members on The Essex Testing Clinic staff included doctors, nurses, clinical study, recruitment professionals, quality assurance and trained evaluators and a large network of consulting physicians, all possessing considerable experience in clinical investigation. Team personnel evaluated facial imperfections of each subject and took scientific measurements to determine the firmness and elasticity of the skin to detect change.  

After 6 weeks of product use, 32 subjects responded with the following:

• 100% – Smoother and softer skin.

• 100% – Facial skin had an improved texture.

• 100% – Product regimen was gentle and non-irritating.

• 84.4% – Appearance of fine lines on face is less noticeable.

• 78.1% – Appearance of wrinkles on face is less noticeable.

• 81.3% – Improvement in the firmness/elasticity of skin.

• 75.0% – Reduction in the appearance of dark, under the eye circles.

• 84.4% – Skin appeared renewed and discolorations were reduced.

• 87.5% – Moisture content in skin had increased.

• 90.6% – Skin appears brighter and more radiant.

• 90.6% – Skin appears healthier.

• 93.8% – Skin appears refreshed.

• 87.5% – Overall appearance was improved.

Scientific Measurements results after 6 weeks of use are as follows:

• 78% of subjects Fine Lines/ Wrinkles were significantly reduced

• 88% of subjects Under Eye Discoloration significantly improved

• 78% of subjects Firmness/ Elasticity significantly improved

• 97% of subjects Skin Moisture significantly improved

The conclusion of this clinical study fulfills the requirements to be able to broadcast on the major home shopping channels.  Our next step is to voluntarily submit our testing claims to the Federal Drug Administration (FDA).

On or about October 13, 2014, the Company entered into an distribution agreement (“Distribution Agreement”) with Olgun Emirzade, who is a Director of Meditem Cyprus Limited (“Meditem”); thereby, naming Northern Cyprus as a non-exclusive territory for Meditem. The terms of the Distribution Agreement, expects that Meditem will sell a minimum of 200 units of skin cream a month for the first year, allows for Meditem to receive a finder’s fee for each 1.7oz bottle purchased by any newly referred distributor in the Republic of Cyprus. The Distribution Agreement is for a period of one year and then the two parties will evaluate the progress and the Distribution Agreement can be renewed for an additional five one year periods. The Distribution Agreement also calls for a quota to be established after the first year of the Distribution Agreement that the more territories and exclusivity to territories may be adjusted in further negotiations.

A copy of the Distribution Agreement is filed herewith, as Exhibit 10.10, and is incorporated herein by this reference.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that there is substantial doubt about our ability to continue as a going concern without further financing.

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Future Financings

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

Impact of Inflation

We believe that the rate of inflation has had a negligible effect on our operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").  Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial

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expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  Please refer to our Annual Report on Form 10-K as filed with the SEC on April 15, 2014 and the Amendment to the Form 10-K filed with the SEC on April 24, 2014, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.  RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. Quarterly Issuances:

On July 7, and July 31, 2014, the Company entered stock subscription agreements of 50,000 shares and 20,000 shares at $1.00 per share with 50,000 and 20,000 warrants to purchase 50,000 and 20,000 shares of common stock with an exercise price of $2.00 per share.  These warrants expire 360 days after stock issuance date.

On August 22, 2014, the Company entered stock subscription agreement of 99,963 shares at $1.00 per share with 99,963 warrants to purchase 99,963 shares of common stock with an exercise price of $2.00 per share.  These warrants expire 1 year from the date the restricted common shares become free trading.

On September 9, 2014, a Warrant holder exercised 34,000 warrants to purchase 34,000 restricted common shares at a price of $1.00 per share.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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