x |
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Fiscal Year Ended
December
31, 2011
|
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For
the transition period from ________ to
________
|
Florida
|
0-53698
|
27-1116025
|
(State
or other jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
1001
Brickell Bay Drive, Suite 1716
Miami,
Fl 33131
|
||
(Address of principal executive offices) | ||
(786)
360-3429
|
||
(Registrant’s Telephone Number) | ||
Copy
of all Communications to:
Law
Office of Andrew Coldicutt
1220
Rosecrans Street, PMB 258
San
Diego, CA 92106
Phone:
619-228-4970
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o |
Non-accelerated
filer
|
o(Do not check if a
smaller reporting company)
|
Smaller
reporting company
|
x |
Page
|
||
PART
I
|
||
Item
1
|
Business
|
5
|
Item
1A
|
Risk Factors
|
8
|
Item
1B
|
Unresolved Staff Comments
|
8
|
Item
2
|
Properties
|
8
|
Item
3
|
Legal Proceedings
|
8
|
Item
4
|
[REMOVED
AND RESERVED]
|
8
|
PART
II
|
||
Item
5
|
Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities
|
8
|
Item
6
|
Selected Financial Data
|
9
|
Item
7
|
Management's Discussion and Analysis of Financial
Condition and Results of Operations
|
9
|
Item
7A
|
Quantitative and Qualitative Disclosures about
Market Risk
|
14
|
Item
8
|
Financial Statements and Supplementary
Data
|
F-1-F-15
|
Item
9
|
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
|
15
|
Item
9A
|
Controls and Procedures
|
15
|
Item
9B
|
Other Information
|
16
|
PART
III
|
||
Item
10
|
Directors and Executive Officers and Corporate
Governance
|
16
|
Item
11
|
Executive Compensation
|
18
|
Item
12
|
Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
|
19
|
Item
13
|
Certain Relationships and Related
Transactions
|
20
|
Item
14
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Principal Accountant Fees and
Services
|
21
|
PART
IV
|
||
Item
15
|
Exhibits
|
21
|
●
|
The
availability and adequacy of our cash flow to meet our
requirements;
|
●
|
Economic,
competitive, demographic, business and other conditions in our local and
regional markets;
|
●
|
Changes
or developments in laws, regulations or taxes in our
industry;
|
●
|
Actions
taken or omitted to be taken by third parties including our suppliers and
competitors, as well as legislative, regulatory, judicial and other
governmental authorities;
|
●
|
Competition
in our industry;
|
●
|
The
loss of or failure to obtain any license or permit necessary or desirable
in the operation of our business;
|
●
|
Changes
in our business strategy, capital improvements or development
plans;
|
●
|
The
availability of additional capital to support capital improvements and
development; and
|
●
|
Other
risks identified in this report and in our other filings with the
Securities and Exchange Commission or the
SEC.
|
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)
|
●
|
find
and acquire timely early stage technologies or technology
companies;
|
●
|
incrementally
invest, market, and refine the acquired technology
offering;
|
●
|
concentrate
initial sales efforts on focused market entry opportunities;
and
|
●
|
increase
sales to a level that establishes market acceptance, as determined by our
management.
|
December
31, 2011
$
|
December
31, 2010
$
|
|||||||
Current
Assets
|
179,328 | 0 | ||||||
Current
Liabilities
|
228,367 | 24,449 | ||||||
Working
Capital (Deficit)
|
(49,039 | ) | (24,449 | ) |
December
31, 2011
$
|
For
the Period from
October
14, 2009
(date
of inception) to
December
31, 2011
$
|
|||||||
Cash
Flows from (used in) Operating Activities
|
(211,807 | ) | (234,371 | ) | ||||
Cash
Flows from (used in) Investing Activities
|
(23,243 | ) | (23,253 | ) | ||||
Cash
Flows from (used in) Financing Activities
|
409,413 | 431,987 | ||||||
Net
Increase (decrease) in Cash During Period
|
173,363 | 174,363 |
CONTENTS
F-1
|
||
December
31, 2011
|
||
Independent
Registered Public Accounting Firm
|
F-2
|
|
Consolidated
Financial Statements
|
||
Balance
Sheets
|
F-3,4
|
|
Statements
of Operations
|
F-5
|
|
Statements
of Changes in Stockholders' Deficit
|
F-6
|
|
Statements
of Cash Flows
|
F-7,8
|
|
Notes
to Consolidated Financial Statements
|
F9-14
|
December
31,
|
||||||||
ASSETS
|
2011
|
2010
|
||||||
Current
assets
|
||||||||
Cash
and cash equivalents
|
$
|
174,363
|
$
|
—
|
||||
Other
current assets
|
4,965
|
—
|
||||||
Total
current assets
|
179,328
|
—
|
||||||
Intangible
assets, net
|
1,680
|
—
|
||||||
Machinery
and equipment, net
|
||||||||
17,543
|
103
|
|||||||
Total
assets
|
$
|
198,551
|
$
|
103
|
||||
LIABILITIES
AND SHAREHOLDERS' EQUITY (DEFICIT)
|
||||||||
Liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$
|
10,000
|
$
|
4,875
|
||||
Loan
from affiliate
|
117,937 |
19,574
|
||||||
Deposit
|
||||||||
100,000
|
—
|
|||||||
Other
current liabilities
|
430
|
—
|
||||||
Total
liabilities
|
||||||||
228,367
|
24,449
|
|||||||
Shareholders'
equity (deficit)
|
||||||||
Preferred
stock, par value, $0.001 per share, 50,000,000 shares
authorized, none issued or outstanding
|
—
|
—
|
||||||
|
||||||||
Common
stock, par value $0.001 par value, 300,000,000 shares authorized,
116,454,000 and 3,100,000 shares issued and outstanding at
December
31, 2011 and 2010, respectively.
|
116,454
|
3,100
|
||||||
Additional
paid in capital
|
||||||||
109,014
|
—
|
|||||||
Accumulated
deficit
|
||||||||
(255,284 | ) |
(27,446
|
) | |||||
Total
shareholders' deficit
|
||||||||
(29,816
|
)
|
(24,346
|
)
|
|||||
Total
liabilities and shareholders' deficit
|
$
|
198,551
|
$
|
103
|
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
|
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 | ) |
Year
Ended December 31, 2011 and 2010 and Period from October 14,
2009(Inception of Development Stage) through December 31,
2011
|
|||||||||||
Year
Ended December 31, 2011
|
Year
Ended December 31, 2010
|
Period
from October 14, 2009
(inception
of development stage)
through
December 31, 2011
|
|||||||||
Cash
flows from operating activities
|
|||||||||||
Net
loss
|
$
|
(227,838
|
)
|
$
|
(24,871
|
)
|
$
|
(255,284
|
)
|
||
Adjustments
to reconcile net income to net cash used in operating
activities:
|
|||||||||||
Depreciation
and amortization
|
4,123
|
7
|
4,130
|
||||||||
Shares
issued for services rendered
|
11,318
|
—
|
11,318
|
||||||||
Change
in current assets and current liabilities:
|
|||||||||||
Increase
in other current assets
|
(4,965
|
)
|
—
|
(4,965
|
)
|
||||||
Increase
in accounts payable and accrued expenses
|
5,125
|
3,805
|
10,000
|
||||||||
Increase
in other current liabilities
|
430
|
—
|
430
|
||||||||
Net
cash used in operating activities
|
|||||||||||
(211,807
|
)
|
(21,059
|
)
|
(234,371
|
)
|
||||||
Cash
flows from investing activities
|
|||||||||||
Purchase
of equipment
|
(21,543
|
)
|
(110
|
)
|
(21,553
|
)
|
|||||
Increase
in trademarks
|
(1,700
|
)
|
—
|
(1,700
|
)
|
||||||
Net
cash used in investing activities
|
(23,243
|
)
|
(110
|
)
|
(23,253
|
)
|
|||||
Cash
flows from financing activities
|
|||||||||||
Proceeds
from affiliate
|
200,163
|
19,574
|
219,737
|
||||||||
Deposit
|
100,000
|
—
|
100,000
|
||||||||
Proceeds
from issuance of common stock
|
109,250
|
100
|
112,250
|
||||||||
Net
cash provided by financing activities
|
409,413
|
19,674
|
431,987
|
||||||||
Net
change in cash and cash equivalents
|
174,363
|
(1,495
|
)
|
174,363
|
|||||||
Cash and cash equivalents,
beginning balance
|
—
|
1,495
|
—
|
Cash and cash equivalents,
ending balance
|
$
|
174,363
|
$
|
—
|
$
|
174,363
|
|||||
Supplemental
disclosure of cash flow information
|
|||||||||||
Income
taxes paid
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||
Interest
paid
|
$
|
—
|
$
|
—
|
$
|
—
|
|||||
Non-cash
transactions affecting Operating
|
|||||||||||
Investing
and Financing activities
|
|||||||||||
Issuance
of common stock - shareholder note payable
|
$
|
101,800
|
$
|
101,800
|
|||||||
Issuance
of common stock for services
|
$
|
11,318
|
$
|
11,318
|
TECHNOLOGY
APPLICATIONS INTERNATIONAL CORPORATION AND SUBSIDIARIES
|
(A
DEVELOPMENT STAGE COMPANY)
|
NOTES TO FINANCIAL
STATEMENTS
|
Estimated
Useful Lives
|
2011
|
2010
|
||||||||
Computer
Equipment
|
3
Years
|
$ | 4,162 | $ | - | |||||
Machinery
and equipment
|
5
Years
|
3,418 | 110 | |||||||
Furniture
and fixtures
|
7
Years
|
14,073 | - | |||||||
Accumulated
depreciation
|
(4,110 | ) | (7 | ) | ||||||
$ | 17,543 | $ | 103 |
2012
|
$ | 21 | |||
2013
|
21 | ||||
2014
|
21 | ||||
2015
|
21 | ||||
2016
|
21 | ||||
Thereafter
|
1,575 |
2012 | $ | 29,500 |
Deferred
tax asset
|
$ | 96,865 | ||
Valuation
allowance
|
(96,865 | ) | ||
Net
|
$ | - |
1.
|
Our
Board of Directors will nominate an audit committee or a financial expert
on our Board of Directors in fiscal 2012.
|
2.
|
We
will appoint additional personnel to assist with the preparation of the
Company’s monthly financial reporting, including preparation of the
monthly bank reconciliations.
|
Name
|
Age
|
Position
with the Company
|
Director
Since
|
68
|
CEO,
CFO, President, Treasurer, Secretary, & Director
|
April
12, 2010
|
(1)
|
A
petition under the Federal bankruptcy laws or any state insolvency law
which was filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such
person, or any partnership in which he was a general partner at or within
two years before the time of such filing, or any corporation or business
association of which he was an executive officer at or within two years
before the time of such filing;
|
(2)
|
(3)
|
iii.
|
(5)
|
(7)
|
Such
person was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation
of:
|
ii.
|
iii.
|
Name
and
Principal
Position
|
Fiscal
Year
Ended
12/31
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
||||||||||||||||||||||||
Charles J. Scimeca
(1)
President,
CEO, CFO, Secretary, Treasurer and Director
|
2011
|
$ | -0- | -0- | -0- | -0- | -0- | -0- | -0- | $ | -0- | ||||||||||||||||||||||
2010
|
$ | -0- | -0- | -0- | -0- | -0- | -0- | -0- | $ | -0- |
(1)
|
The
Company’s sole officer and director currently devotes approximately 35-40
hours per week to manage the affairs of the Company, including, but not
limited to the upkeep of Technology Applications International Corporation
and the research and development associated with expanding the Company to
new markets. Mr. Scimeca is the President, CEO, CFO, Secretary, Treasurer
and Director of the Company.
|
Name
and Address of Beneficial Owner
|
Title
of Class
|
Amount
and Nature of Beneficial
Ownership
(1)
(#)
|
Percent
of Class (2)
(%)
|
Charles
J. Scimeca
1001
Brickell Bay Drive, Suite 1716
Miami,
Fl 33131
|
Common
|
104,800,000
|
89.4%
|
All
Officers and Directors as a Group (1 Person)
|
Common
|
104,800,000
|
89.4%
|
(1)
|
The
number and percentage of shares beneficially owned is determined under
rules of the SEC and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days through the exercise of
any stock option or other right. The persons named in the table have sole
voting and investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to community property laws
where applicable and the information contained in the footnotes to this
table.
|
(2)
|
Based
on 117,248,000 issued and outstanding shares of common stock as of April
11, 2012.
|
●
|
Disclosing
such transactions in reports where
required;
|
●
|
Disclosing
in any and all filings with the SEC, where
required;
|
●
|
Obtaining
disinterested directors consent;
and
|
●
|
Obtaining
shareholder consent where required.
|
Year
Ended
December
31, 2011
|
Year
Ended
December
31, 2010
|
|||||||
Audit
fees
|
$ | 10,000 | $ | 4,500 | ||||
Audit-related
fees
|
$ | 0 | $ | 0 | ||||
Tax
fees
|
$ | 0 | $ | 0 | ||||
All
other fees
|
$ | 0 | $ | 0 | ||||
Total
|
$ | 10,000 | $ | 4,500 |
Exhibit
|
||
Number
|
Description of
Exhibit
|
Filing
|
3.01
|
Articles
of Incorporation
|
Filed
with the SEC on January 19, 2010 as part of our Registration of Securities
on Form 10-12G.
|
3.01(a)
|
Restated
Articles of Incorporation
|
Filed
with the SEC on April 18, 2011 as part of our Current Report on Form
8-K.
|
3.02
|
Bylaws
|
Filed
with the SEC on January 19, 2010 as part of our Registration of Securities
on Form 10-12G.
|
3.02(a)
|
Amended
Bylaws
|
Filed
with the SEC on April 18, 2011 as part of our Current Report on Form
8-K.
|
10.01
|
Lease
between Brickell Bay Tower Ltd., Inc. and Raj Ventures, Inc. dated October
18, 2010
|
Filed
with the SEC on March 28, 2010 as part of our Annual Report on Form
10-K.
|
10.02
|
Share
Purchase Agreement by and among Raj Ventures, Inc., Willowhuasca Wellness,
Inc., and Raj Ventures Funding, Inc., dated April 12, 2010
|
Filed
with the SEC on April 12, 2010 as part of our Current Report on Form
8-K.
|
10.03
|
Bill
of Sale and Assignment between Raj Ventures, Inc., and High Voltage
Environmental Applications, Inc., dated as of August 26,
2010
|
Filed
with the SEC on September 1, 2010 as part of our Current Report on Form
8-K.
|
10.04
|
Distribution
Agreement between Regenetech, Inc. and Renuéll Int’l, Inc., dated December
29, 2011 and Amended on January 23, 2011.
|
Filed
herewith.
|
10.05
|
Promissory
Note between the Company and Joe-Val, Inc., dated March 27,
2012
|
Filed
with the SEC on March 27, 2012 as part of our Current Report on Form
8-K.
|
21.01
|
List
of Subsidiaries
|
Filed
herewith.
|
31.01
|
Certification
of Principal Executive Officer Pursuant to Rule 13a-14
|
Filed
herewith.
|
31.02
|
Certification
of Principal Financial Officer Pursuant to Rule 13a-14
|
Filed
herewith.
|
32.01
|
Certification
of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley
Act
|
Filed
herewith.
|
101.INS*
|
XBRL
Instance Document
|
Filed
herewith.
|
101.SCH*
|
XBRL
Taxonomy Extension Schema Document
|
Filed
herewith.
|
101.CAL*
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
Filed
herewith.
|
101.LAB*
|
XBRL
Taxonomy Extension Labels Linkbase Document
|
Filed
herewith.
|
101.PRE*
|
XBRL
Taxonomy Extension Presentation Linkbase Document
|
Filed
herewith.
|
101.DEF*
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
Filed
herewith.
|
Dated: April 13, 2012 | |||
/s/ Charles J. Scimeca | |||
By: Charles J. Scimeca | |||
Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer) |
Dated: April 13, 2012 | |||
/s/ Charles J. Scimeca | |||
Charles J. Scimeca - Director |