NUUU Rejuvel Bio Sciences Inc (CE)

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

For the quarterly period ended June 30, 2015

[   ]  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

REJUVEL BIO-SCIENCES, INC.

(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)

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 August 14, 2015, there were 50,813,098 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,"”Rejuvel,” ”TAIC,” “NUUU,” “Renuell Int’l,” “NueEarth,” "our," "us," the "Company," refers to Technology Applications International Corporation.

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ITEM 1. FINANCIAL STATEMENTS

REJUVEL BIO-SCIENCES INC.

(F/K/A TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION)

Condensed Consolidated Financial Statements

(Expressed in US dollars)

June 30, 2015 (unaudited)

Financial Statement Index

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1.  Nature of Operations and Basis of Presentation

Nature of Operations

Rejuvel Bio-Sciences, Inc. (f/k/a Technology Applications International Corporation) was incorporated on October 14, 2009 under the laws of Florida.  Rejuvel Int’l, Inc. and NueEarth, Inc., Rejuvel Bio-Sciences, Inc.’s wholly owned subsidiaries and Rejuvel Bio-Sciences, Inc., 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 consolidated financial statements include the accounts of Rejuvel Bio-Sciences, Inc., and its wholly owned subsidiaries, Rejuvel 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 six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015.

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, 2014.

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.

Development Stage Risk

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

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There can be no assurance that sufficient financing will be obtained or that we will achieve a profitable level of operations.

Recent Accounting Pronouncements 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by us as of the specified effective date.  Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial position or results of operations upon adoption.

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 June 30, 2015 and December 31, 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.

Machinery and equipment, as of June 30, 2015 and December 31, 2014, consisted of the following:

Depreciation expense for the six month periods ended June 30, 2015 and 2014 were $2,968 and $2,465, respectively. Depreciation expense for the three month periods ended June 30, 2015 and 2014 were $1,484 and $1,283 respectively.

4.  Convertible Debenture

On March 23, 2015, the Company issued a $100,000 convertible debenture. The maturity date is September 23, 2015. The convertible debentures bear interest at a rate of eight-percent (8%) per annum.  Until the ninetieth day after the issuance date the Company may pay the principal at a cash redemption premium of 130%, in addition to outstanding interest, without the Holder’s consent; from the 90^th day after the issuance date to the maturity date, the

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Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the Holder’s consent. After maturity date the Company may not repay the Note, in whole or in part, under any circumstance without obtaining the Holder’s consent. If the Company requests to repay the Note after the maturity date and obtain the Holder’s consent to do so, the Company must pay the Note’s outstanding principal at a cash redemption premium of 150%, in addition to outstanding interest.  At the Holder’s option, principle and unpaid accrued interest shall be convertible into common stock at a rate of a 40% discount to the lowest price during the previous twenty trading days to the date of conversion.

On April 1, 2015, the Company issued a $125,000 convertible redeemable note. The maturity date is March 31, 2016. The convertible debentures bear interest at a rate of eight-percent (8%) per annum.  The Convertible price is equal to 58% of lowest trading price of the common stock as reported on the national Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the company. The Company received money on April 1, 2015.

On June 5, 2015, the Company entered into and closed a securities purchase agreement (the “St. George SPA”) with St. George Investments LLC (“St. George”), pursuant to which the Company issued, sold to St. George a convertible promissory note in the principal amount of $110,000 (the “St. George Note”) for a purchase price of $100,000, and granted to St. George a number of warrants (St. George Warrants”) that are equal to $55,000, divided by the Conversion Price, with an exercise price of $1.00 that have an expiration date which is the last calendar day of the month in which the first anniversary of the Issue Date occurs. The St. George Note is convertible into the Company’s common stock at a conversion price equal to 62% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. Repayment of the St. George Note is due one year from the date of issuance. The St. George Note accrues interest at the rate of 8% per year, due at maturity. The Company may prepay the St. George Note, upon five days written notice and subject to the optional prepayment amount of 125% multiplied by the then outstanding balance on the St. George Note.

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 $180,851.  It should be noted that the derivative instruments will be adjusted to fair value at each reporting date.   The initial fair value of the derivative was $593,895. There was a gain on the fair value derivative of $200,628 resulting in the end balance of $442,118.

5.  Capital Stock

On January 27, 2015, the Company entered stock subscription agreement of 10,000 shares at $0.50 per share with 10,000 warrants to purchase 10,000 shares of common stock with an exercise price of 1.00 per share.  These warrants expire 360 days after stock issuance date.

On February 2, 2015, the Company entered stock subscription agreement of 12,000 shares at $0.50 per share with 12,000 warrants to purchase 12,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On February 3, 2015, the Company entered stock subscription agreement for 21,600 shares at $0.50 per share.

On February 18, 2015, the Company entered stock subscription agreement of 50,000 shares at $0.50 per share with 50,000 warrants to purchase 50,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On February 9, 2015, the Company entered a consulting agreement whereby the Company issued 15,000 shares, valued at $.75/share or $11,250 for consulting services, on a month to month basis.

On February 19, 2015, the Company entered a consulting agreement whereby the Company issued 25,000 shares for consulting services valued at $.70/share or $17,500, on a month to month basis.

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On February 21, 2015, the Company entered stock subscription agreement of 2,000 shares at $0.50 per share with 2,000 warrants to purchase 2,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On February 21, 2015, the Company entered stock subscription agreement of 10,000 shares at $0.50 per share with 10,000 warrants to purchase 10,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On February 21, 2015, the Company entered stock subscription agreement of 2,000 shares at $0.50 per share with 2,000 warrants to purchase 2,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On February 23, 2015, the Company entered stock subscription agreement of 10,000 shares at $0.50 per share with 10,000 warrants to purchase 10,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On February 18, 2015, the Company entered a service agreement whereby the Company issued 15,000 shares for marketing solution and strategy services valued at $.70 per share or $10,500, on a month to month basis.

On March 10, 2015, the Company entered stock subscription agreement of 50,000 shares at $0.50 per share with 50,000 warrants to purchase 50,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On March 10, 2015, the Company entered stock subscription agreement of 2,000 shares at $0.50 per share with 2,000 warrants to purchase 2,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On March 14, 2015, the Company entered an independent contractor agreement whereby the Company issued 100,000 shares for medical services valued at $.82 per share or $82,000. This amount will be amortized over the contract period of one year.

On March 14, 2015, the Company entered an independent contractor agreement whereby the Company issued 10,000 shares for medical services valued at $.82 per share or $8,200. This amount will be amortized over the contract period of one year.

On April 8, 2015, the Company entered stock subscription agreement of 20,000 shares at $0.50 per share with 50,000 warrants to purchase 50,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On April 16, 2015, the Company entered a consulting agreement whereby the Company issued 125,000 shares for product development consulting services valued at $.95/share or $118,625.

On April 16, 2015, the Company entered a consulting agreement whereby the Company issued 30,000 shares for consulting services valued at $.95/share or $28,470.

On April 22, 2015, the Company entered a consulting agreement whereby the Company will issue 300,000 shares for consulting services, for a period of six months. 150,000 shares will issued within 30 days of the date of agreement and another 150,000 shares will issued on or before the 150th day from the effective date if the agreement has not been terminated. On April 22, 2015, the Company issued 150,000 shares valued at $.85/share or $127,350.

On June 13, 2015, the Company entered a consulting agreement whereby the Company issued 15,000 shares for marketing services valued at $.74/share or $11,085.

Due to a ratchet provision, the warrants issued during 2015 were accounted for as a derivative and fair valued using the Black Scholes valuation model. The initial valuation was $83,739. There was a gain on the fair value derivative of $200,628 resulting in the ending balance of $442,118.

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Stock Purchase Warrants

The following table summarizes all warrant activity for the year ended December 31, 2014 and six months ended June 30, 2015:

6. Fair Value Measurements

On a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy as described in the Company’s significant accounting policies in Note 1.  The following table presents information about the Company’s liabilities measured at fair value as of June 30, 2015 and December 31, 2014

The fair value changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 2), relate solely to the derivative liability as follows:

7.  Related Parties

An affiliate of the Company, 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 June 30, 2015 and December 31, 2014 are $284,133 and $270,747, respectively.

During June 2012, the Company borrowed $125,000 from an affiliate.  The loan bears interest at 10% per annum and is unsecured and payable upon demand. The outstanding balance as of June 30, 2015 is $77,401 and accrued interest is $27,683.

On August 28, 2014, the Company authorized the purchase of 64,666,619 shares of common stock from affiliate at $0.001 per share and signed an unsecured promissory note for a total of $64,667 to affect the purchase. The loan bears interest at 6% per annum and is unsecured and payable upon demand.  The Company has paid $0 towards the

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loan amount as of June 30, 2015.  The outstanding balance as of June 30, 2015 is $64,667 and accrued the interest is $4,582

On August 28, 2014, the Company authorized the purchase of 3,000,000 shares of common stock from shareholder at $0.005 per share and signed a promissory note for a total of $15,000 to affect the purchase. The loan bears interest at 6% per annum and is unsecured and payable upon demand.  The Company has paid $0 towards the loan amount as of June 30, 2015.  The outstanding balance as of June 30, 2015 is $15,000 and accrued the interest $1,063.

8.  Significant Agreement

On or about February 26, 2015, the Company entered into a distribution agreement (“Distribution Agreement”) with Yontem Cosmetics Dis Tic. Ltd. Sti (“Yontem”) a Turkish company; thereby, naming Turkey (the “Territory”) as an exclusive territory for Yontem.  The terms of the Distribution Agreement, expects that Yontem will sell a minimum of 1,000 1.7oz units per month during the 1st year, 2,000 1.7oz units per month during the second year of operation and 3,000 units per month in the third year upon the establishment of the company by Yontem. The Distribution Agreement is for an initial period of three years and then the two parties will evaluate the progress of the Distribution Agreement. The Distribution Agreement can then be renewed for an additional five-five year periods. The Distribution Agreement also states that in order to maintain exclusivity on the Territory the quota numbers must be met, and that if they are not met then Yontem will lose exclusivity to the Territory.

On or about June 5, 2015, the Company entered into a distribution agreement (“Distribution Agreement”) with RJVL Ltd (“RAVL”) a Ukraine company; thereby, naming Ukraine (the “Territory”) as an exclusive territory for RAVL.  The terms of the Distribution Agreement shall be for a period of 5 years to evaluate the progress for renewal for five-five year periods. Quotas will be agreed upon after 1^st year, however Distribution Agreement is expected to sell 192 bottle of Rejuvel 1.7oz product or 8 cases (24 bottles on each case) on a monthly based on average for the first year. The Distribution Agreement also states that in order to maintain exclusivity on the Territory the quota numbers must be met, and that if they are not met then RAVL will lose exclusivity to the Territory.

9.  Subsequent Events

On July 22, 2015, the Company entered a securities purchase agreement. The buyer wished to purchase from the Company securities consisting of the Company’s Convertible Debenture due three years from the respective date of issuance, which will be convertible into shares of the Company’s common stock in the aggregate principal amount of up to $335,000, for an aggregate purchase price of up to $301,500. Conversion price is 60% of the lowest closing bid price of Common stock for the 20 trading days immediately preceding the date of conversion of the Debentures. Three Debentures will be issued. “Signing Debenture” is the first of the three Debentures, in the principal amount of $85,000, to be issued by the Company on Signing Closing date. On July 22, 2015 the Company issued “Signing Debenture” $85,000. The Company received money on July 24, 2015. “Second Debenture” is the second of three Debenture, in the principal amount $125,000, which is issued by the Company at any time 61 to 100 days following the signing closing date. “Third Debenture” is the third of the three Debenture, in the principal amount of $125,000, to be issued by the Company at any time 61 to 100 days following the Second Debenture issued date.

Pursuant to Accounting Standards Codification 855-10, the Company has evaluated all events or transactions that have occurred from June 30, 2015 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 June 30, 2015 Compared to the Quarter Ended June 30, 2014

Operating Revenues

The Company’s revenues were $36,145 for the three months ended June 30, 2015 compared to $43,056 for the same period in 2014.  This represents a decrease of $6,911 or 16% which is attributable to the Company having larger retail sales during the period ended June 30, 2014.

Cost of Revenues

The Company’s cost of revenues was $4,874 for the three months ended June 30, 2015 compared to $5,974 for the same period in 2014.  This represents a decrease of $1,100 or 18% which is directly attributable to the decrease in revenues.

Gross Profit

For the three months ended June 30, 2015, the Company’s gross profit decreased by $5,811 or 16% from $37,082 for the same period in 2014.  As a percentage of sales, gross profit was 87%.

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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 June 30, 2015 and June 30, 2014, general and administrative expenses increased to $604,965 from $162,403 for the same period in 2014 representing an increase of $442,562 or 273%.  The $442,562 increase is primarily attributable to increases in advertising and marketing expenses of $35,481, consulting expense of $162,832, commissions of $143,197, marketing expense of $38,586, license and permits expense of $26,117 and general administrative expenses appropriate for a publicly reporting company of $36,349.

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 an increase in derivatives related to the warrants issued with common stock during the quarter, and the change in fair value of the derivative liability from March 31, 2015, through June 30, 2015.  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 June 30, 2015.  For the three months ended June 30, 2015, there was a $160,802 gain on derivative valuation, $(117,297) of derivative expense and $(97,813) of interest expense during the period.  There was a $1,862,393 gain on derivative valuation, $(15,341) of derivative expense and $(10,319) of interest expense for the same period in 2014.

Net Income

Our net loss for the three months ended June 30, 2015, was $(628,002) compared with a net gain of $1,711,412 for the three months ended June 30, 2014, a decrease of $2,339,414 or 136.7%.  The net loss is influenced by the matters discussed above.

Results for the Six month period ended June 30, 2015 Compared to the Six month period ended June 30, 2014

Operating Revenues

The Company’s revenues were $106,501 for the six months ended June 30, 2015 compared to $45,324 for the same period in 2014.  This represents an increase of $61,177 or 135% which is directly attributable to the Company’s marketing efforts.

Cost of Revenues

The Company’s cost of revenues was $14,047 for the six months ended June 30, 2015 compared to $8,894 for the same period in 2014.  This represents an increase of $5,153 or 58%, which is directly attributable to the increase in sales.

Gross Profit

For the six months ended June 30, 2015, the Company’s gross profit increased by $56,024 or 254% from $36,430 for the same period in 2014.  As a percentage of sales, gross profit was 87% compared to 80% for the same period in 2014. The increase is a result of increased sales and lower acquisition costs.

General and Administrative Expenses

General and administrative expenses consisted primarily of advertising and marketing expenses, consulting fees, professional fees, travel and meals and entertainment relating to being a public company.  For the six months ended June 30, 2015 and June 30, 2014, general and administrative expenses increased to $877,110 from $291,131 for the same period in 2014 representing an increase of $585,979 or 201%.  The $585,979 increase is primarily attributable to increases in advertising and marketing expenses of $121,786, consulting expense of $173,926, commissions of $157,084 marketing expense of $43,556, license and permits expense of $30,449, meals and entertainment of $20,373 and general administrative expenses appropriate for a publicly reporting company of $38,805.

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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 December 31, 2014 through June 30, 2015.  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 six months ended June 30, 2015. For the six months ended June 30, 2015, there was a $200,628 gain on derivative valuation, $(180,851) of derivative expense and $(107,930) of interest expense during the period.  There was a $(64,404) loss on derivative valuation, $(267,155) of derivative expense and $(90,101) of interest expense for the same period 2014.

Net Loss

Our net loss for the six months ended June 30, 2015 was $(872,809) compared with a net loss of $(676,361) for the six months ended June 30, 2014, an increase of $(196,448) or 29%.  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 June 30, 2015, the Company had total current assets of $212,881 compared to $53,054 at December 31, 2014.  Current assets consisted primarily of cash, inventories, other current assets and deposits. The increase in total assets were attributed to an inventory increase for 3^rd quarter sales and common stock issuance for prepaid advertising and marketing, partially offset by a decrease in cash.

At June 30, 2015, the Company had total current liabilities of $1,527,950 compared to $938,162 at December 31, 2014.  Current liabilities consisted primarily of the derivative liability, accounts payable and accrued expenses, loans and advances from a related party and convertible debentures. The increase in current liabilities were attributed to the new issuance of convertible debentures and related derivative liabilities incurred.

We had negative working capital of $(1,315,069) as of June 30, 2015 compared to $(885,108) as of December 31, 2014, an increase of $429,961 or 49%.

Cashflow from Operating Activities

During the six months ended June 30, 2015, cash used in operating activities was $(438,639) compared to $(244,399) for the six months ended June 30, 2014. The increase in the amounts of cash used for operating activities was primarily due to the increased advertising and marketing expense, sales commissions and consulting expenses and caused the net loss to increase, due to the higher amounts of skin care products being purchased for inventory and a related decrease in accounts payable and accrued expenses offset by loss on derivative valuation and an increase in other current assets.

Cashflow from Investing Activities

During the six months ended June 30, 2015 cash used in investing activities was $0 compared to $1,818 for the six months ended June 30, 2014.

Cashflow from Financing Activities

During the six months ended June 30, 2015, cash used in financing activity was $421,936 compared to $413,960 provided during the six months ended June 30, 2014.  The increase in cash provided by financing activities is due to the Company receiving proceeds of $313,750 from issuance of convertible debentures and $94,800 from issuance of common stock with warrants, and proceeds from advances from related parties.

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Quarterly Developments

On or about June 5, 2015, the Company entered into a distribution agreement (“Distribution Agreement”) with RJVL Ltd (“RAVL”) a Ukraine company; thereby, naming Ukraine (the “Territory”) as an exclusive territory for RAVL.  The terms of the Distribution Agreement shall be for a period of 5 years to evaluate the progress for renewal for five-five year periods. Quotas will be agreed upon after 1^st year, however Distribution Agreement is expected to sell 192 bottle of Rejuvel 1.7oz product or 8 cases (24 bottles on each case) on a monthly based on average for the first year. The Distribution Agreement also states that in order to maintain exclusivity on the Territory the quota numbers must be met, and that if they are not met then RAVL will lose exclusivity to the Territory.

Effective June 11, 2015, the Company, with the approval from the Financial Industry Regulatory Authority (“FINRA”) has, changed its name to “Rejuvel Bio-Sciences, Inc.” As a result, the name of the Company will now be Rejuvel Bio-Sciences, Inc., which will better reflect our current business plan and assist us in branding our products.

Subsequent Developments

On or about August 5, 2015, the Company entered into a distribution agreement (“Distribution Agreement”) with the Houboubati Group of Companies (“HOUB”) a Middle Eastern company; thereby, naming Saudi Arabia, Qata, Kuwait and the United Arab Emirates (the “Territory”) as an exclusive territory for HOUB.  The terms of the Distribution Agreement shall be for an initial period of six months to evaluate the progress for renewal for an additional two year term. Quotas will be agreed upon after the six month initial period. The Distribution Agreement also states that in order to maintain exclusivity on the Territory the quota numbers must be met, and that if they are not met then HOUB will lose exclusivity to the Territory.

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.

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

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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 June 30, 2015, 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 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, 2015 and the Amendment to the Form 10-K filed with the SEC on April 24, 2015, 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.

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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 April 8, 2015, the Company entered stock subscription agreement of 20,000 shares at $0.50 per share with 50,000 warrants to purchase 50,000 shares of common stock with an exercise price of $1.00 per share.  These warrants expire 360 days after stock issuance date.

On April 16, 2015, the Company entered a consulting agreement whereby the Company issued 125,000 shares for product development consulting services valued at $.95/share or $118,625.

On April 16, 2015, the Company entered a consulting agreement whereby the Company issued 30,000 shares for consulting services valued at $.95/share or $28,470.

On April 22, 2015, the Company entered a consulting agreement whereby the Company will issue 300,000 shares for consulting services, for a period of six months. 150,000 shares will issued within 30 days of the date of agreement and another 150,000 shares will issued on or before the 150^th day from the effective date if the agreement has not been terminated. On April 22, 2015, the Company issued 150,000 shares valued at $.85/share or $127,350.

On June 13, 2015, the Company entered a consulting agreement whereby the Company issued 15,000 shares for marketing services valued at $.74/share or $11,085.

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.

2. Subsequent Issuances:

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

On April 1, 2015, the Company issued a $125,000 convertible redeemable note. The maturity date is March 31, 2016. The convertible debentures bear interest at a rate of eight-percent (8%) per annum.  The Convertible price is equal to 58% of lowest trading price of the common stock as reported on the national Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in

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the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the company. The Company received money on April 1, 2015.

On June 5, 2015, Technology Applications International, Corporation (the “Company”) entered into and closed a securities purchase agreement (the “St. George SPA”) with St. George Investments LLC (“St. George”), pursuant to which the Company issued, sold to St. George a convertible promissory note in the principal amount of $110,000 (the “St. George Note”) for a purchase price of $100,000, and granted to St. George a number of warrants (St. George Warrants”) that are equal to $55,000, divided by the Conversion Price, with an exercise price of $1.00 that have an expiration date which is the last calendar day of the month in which the first anniversary of the Issue Date occurs. The St. George Note is convertible into the Company’s common stock at a conversion price equal to 62% of the lowest closing bid price of the common stock for the twenty trading days prior to conversion. Repayment of the St. George Note is due one year from the date of issuance. The St. George Note accrues interest at the rate of 8% per year, due at maturity. The Company may prepay the St. George Note, upon five days written notice and subject to the optional prepayment amount of 125% multiplied by the then outstanding balance on the St. George Note.

A copy of the St. George SPA, St. George Warrants and St. George Note were filed with the SEC on June 10, 2015, as part of our Current Report on Form 8-K, as Exhibits 10.01, 10.02, 10.03 and are incorporated herein by this reference.

The foregoing summary description of the St. George SPA, St. George Warrants and the St. George Note are not complete and are qualified in their entirety by reference to the full text of the St. George SPA, St. George Warrants and the St. George Note. The St. George SPA, St. George Warrants and the St. George Note also contain customary events of default. For further information regarding the terms and conditions of the St. George SPA, St. George Warrants and the St. George Note, this reference is made to such agreement, which the Company has filed as an exhibit to our Current Report on Form 8-K and is incorporated herein by this reference.  

Securities Purchase Agreement and Convertible Debentures

Subject to the terms and conditions of the Agreement, the Company, at its sole and exclusive option, may issue and sell to Investor, and Investor shall purchase from the Company, the Debentures upon the Company’s delivery of written requests to Investor.  The aggregate maximum amount of all purchases that Investor shall be obligated to make under the Agreement shall not exceed $335,000.  Once a written request is received by Investor, it shall not be terminated, withdrawn or otherwise revoked by the Company.

The amount for each purchase of the Debentures as designated by the Company will be delivered through three purchases of the Company’s Debentures. The first purchase shall occur at the time of the execution of the Agreement (“Signing Closing Date”) and is in the amount of $85,000. The second purchase may occur any time sixty one (61) to One Hundred (100) days following the Signing Closing Date, subject to the mutual agreement of Investor and the Company, and the third purchase may occur at any time sixty one (61) to One Hundred (100) days following the second closing date, subject to the mutual agreement of Investor and the Company. Notwithstanding the foregoing the amount requested shall not cause the aggregate holdings of Investor shares of common stock of the Company to be greater than 4.99% of the issued and outstanding shares of common stock of the Company.

The conversion price for the Debentures to be purchased by Investor shall be sixty percent (60%) of the lowest closing daily price of the Company’s common stock during the twenty (20) consecutive trading days prior to the date of the stock purchase request from the Company to Investor, the Company shall not subdivide or combine its common stock, or pay a common stock dividend or make any other purchase of its common stock.

For all the terms and provisions of the Stock Purchase Agreement, and Convertible Debenture, reference is hereby made to such documents annexed to our Current Report on Form 8-K, that we filed with the SEC on July 30, 2015, as Exhibits 10.1, and 10.2, All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibits.

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On or about August 7, 2015, the Company signed a Revolving Line of Credit Promissory Note (the “Note”) by and between the Company and D & E Capital Corp., a Florida Corporation (“Noteholder”).  Under the terms of the Note the Company may borrow up to $250,000 from D&E for a period of 12 months from the executing of the Note. The Note shall accrue on the unpaid balance at the rate of 1.8% every 30 days until the outstanding principal advanced is paid in full. The Note also contains customary terms of default.

For all the terms and provisions of the Revolving Line of Credit Promissory Note, reference is hereby made to such documents annexed hereto as Exhibits 10.18, All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibits.

ITEM 6.  EXHIBITS

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*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.

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.

TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION

Dated: August 19, 2015

/s/ Charles J. Scimeca

By: Charles J. Scimeca

Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Dated: August 19, 2015

/s/ Charles J. Scimeca

Charles J. Scimeca – Director

Dated: August 19, 2015

/s/ John Stickler

John Stickler – Director

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10.

Warranties/Quality:

Supplier represents and warrants that the Product supplied to Distributor shall be free from defects in material and workmanship up to a 6 month period and expiration date will be for more than one year from shipping date. Supplier has no reason to believe that the Product is unsafe or not fit for the Product’s intended purpose and will promptly make goods to reverse losses incurred due to supplying defective products.

In the event that defective product provided is of a substantial quantity in nature (substantial meaning above 2% of any given shipment), additional costs outside of product purchase price may be incurred such as but not limited to: freight, duties and taxes.

Supplier will comply with all verified defective product claims within the accepted time period of 60 days from receipt of all claims.

11.

Order Fulfillment and Lead Times:

Supplier agrees to fulfill all orders within reasonable time beginning from submission date of Purchase Order along with the first payment by Distributor. Failure by Supplier to fulfill orders within this lead time will be considered a breach of contract and Distributor shall retain the rights to terminate this Agreement immediately and shall be entitled to a full refund of such orders from Supplier.

12.

Marketing Materials:

Supplier shall provide Distributor with certain approved advertising materials as outlined in Exhibit B (collectively the “Marketing Materials”), to assist Distributor with the Product’s marketing in the Territory. Distributor has the right to alter, translate, dub, edit, modify or change the “Marketing Materials” provided (the “Altered Material”) and use such “Altered Material” in connection with the Product distribution.  Distributor is responsible for all costs of dubbing the “Supplier Materials” and any alterations they make with approval of Supplier.  Distributor shall not use in any manner Supplier Materials or Advertising Materials outside the Territory.

13.

Insurance:

During this Agreement’s Term and for a period of 12 months thereafter and any option periods, Supplier shall maintain product liability insurance.  This insurance shall not be in an amount less than $1,000,000 per occurrence and $3,000,000 in aggregate and carry deductibles of $10,000 or less.  Supplier shall list Distributor as an additional named insured on such policy(s) and furnish proof of such inclusion within 30 days of this Agreement’s full execution.  Further, Supplier must inform Distributor of any expiration of and/or change in the coverage of any policy within 30 days prior to the effective date of any change and/or expiration.

14.

Indemnity:

Supplier hereby agrees to indemnify, defend and hold Distributor and its affiliates, directors, partners, shareholders, officers, customers and employees harmless against, from and for any and all claims that may arise out of Supplier’s performance of the Agreement, the Product, the representation and warranties herein contained or any breach of the Agreement by Supplier. Distributor hereby agrees to indemnify, defend and hold Supplier and its affiliates, directors, partners, shareholders, officers employees and customers harmless against, from and for any and all claims that may arise out of Distributor’s performance of this Agreement or any breach of this Agreement by Distributor.

Should any claim be brought against a party, that party shall give the other notice of claim. Upon receipt of such notice, the indemnifying party must immediately defend such claim

with counsel approved by the indemnified party. Further, the indemnified party has the right to control the defense to ensure that its interests are fully protected.

15.

Samples:

Supplier agrees to provide 4ml samples at cost of $2.00 a piece to Distributor. Samples will be used for Quality Assurance and Marketing purposes, and in no way will be sold by Distributor, Sub-Distributors and affiliates.

16.

Termination:

This Agreement may be terminated upon notice by either party to the other party in the event that either party (i) materially breaches any term of this Agreement, or (ii) becomes insolvent, or becomes subject of any bankruptcy, composition of creditors or similar proceeding.  All notification of termination must be submitted by either party in writing.

Supplier agrees to fulfill any outstanding orders that were submitted prior to termination date. Distributor will be allowed to sell out of any existing product in its possession.

Both Supplier and Distributor hereby acknowledge that they will have proprietary information about the other and they agree to maintain confidentiality of any and all information, particularly in relation to pricing.

17.

Sell-Off Period:

Subsequent to termination of this agreement Distributor and its sub-distributors, if any shall have a period of sixty (60) days to sell any existing inventory in stock or Supplier has the option to purchase at an agreed upon price.

18.

Miscellaneous:

This Agreement shall be interpreted in accordance with the laws of the State of Florida. Any legal action taken by the parties shall be in the courts of Miami, Dade County Florida. Legal fees awarded to prevailing party.

This Agreement may only be modified in writing signed by the party to be bound.  Time is of the essence with respect to each Agreement’s provision. This writing represents the entire agreement of the parties replacing and excluding any and all other discussions, agreements, understandings and the like.

19.

Counterparts:

This Agreement may be executed in counterparts, each of which shall be deemed to be an original. Such counterparts, when taken together, shall constitute but one agreement. Telecopies and facsimile copies of original signature pages shall be deemed to be originally-signed signature pages for all purposes of this Agreement.

The above is agreed to and accepted by:

__________________________

Company: Rejuvel Bio-Sciences, Inc.

By:

And

_____________________________

(Distributor)

By: