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 September 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 November 16, 2015, there were 51,841,723 shares of the registrant’s $0.001 par value common stock issued and outstanding.

REJUVEL BIO-SCIENCES INC.*

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 REJUVEL BIO-SCIENCES INC.

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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)

September 30, 2015 (unaudited)

Financial Statement Index

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

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

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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

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 three and nine months ended September 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 condensed consolidated financial statements present the financial condition, and results of operations and cash flows of the operating companies.

Business Risk

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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 

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 September 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 September 30, 2015 and December 31, 2014, consisted of the following:

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Depreciation expense for the nine month periods ended September 30, 2015 and 2014 were $4,451 and $3,964, respectively. Depreciation expense for the three month periods ended September 30, 2015 and 2014 were $1,483 and $1,499 respectively.

4.  Convertible Debenture

On March 23, 2015, the Company issued $100,000 convertible debentures. 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 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 the September 24, 2015, the Holder elected to convert a $10,000 into 83,292 shares of the Company’s Common Stock at $0.12006 per share. The remaining balance of $90,000 was overdue and outstanding as of September 30, 2015. On the October 14, 2015, the Holder elected to convert a $20,000 into 237,925 shares of the Company’s Common Stock at $0.08406 per share. On the November 3, 2015, the Holder elected to convert a $20,000 into 416,666 shares of the Company’s Common Stock at $0.048 per share.

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 the October 7, 2015, the Holder elected to convert a $7,500 plus accrued interest $311 into 96,121 shares of the Company’s Common Stock at $0.081258 per share.

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.

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” for $85,000. The Company received the money on July 24, 2015. “Second Debenture” is the second of three Debentures, 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 Debentures, 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.

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

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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 $295,581.  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 $780,125. There was a gain on the fair value derivative of $348,614 and reclassified $12,497 as additional paid in capital on conversion, resulting in the end balance of $467,865.

5.  Line of Credit

On August 7, 2015, The Company issued a Revolving Line of Credit Promissory Note with the principal sum up to $250,000.  Revolving line of credit available for a period of 12 months.  Interest rate is 1.8% every 30 days. As of September 30, 2015, unpaid principal balance is $10,000.

6.  Capital Stock

Preferred Stock

The Company’s capitalization is 50,000,000 shares of preferred stock, with a par value of $0.001 per share, with 0 shares issued and outstanding at September 30, 2015.

Common 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.

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.

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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.

On September 24, 2015, the Company issued 83,292 shares of its common stock at $0.12006 for conversion of convertible debentures of $10,000.

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 for warrants was $129,001. There was a gain on the fair value derivative of $161,537, resulting in the ending balance of $16,315.

The Company’s capitalization is 300,000,000 shares of common stock, with a par value of $0.001 per share, with 50,896,385 shares issued and outstanding at September 30, 2015.

Stock Purchase Warrants

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

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7. 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 September 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:

8.  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 September 30, 2015 and December 31, 2014 are $276,156 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 September 30, 2015 is $77,401 and accrued interest is $23,845.

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 loan amount as of September 30, 2015.  The outstanding balance as of September 30, 2015 is $64,667 and accrued the interest is $5,360

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 September 30, 2015.  The outstanding balance as of September 30, 2015 is $15,000 and accrued the interest $1,289

9.  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

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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 RAVL 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, as per the Distribution Agreement RAVL 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.

On July 1, 2015, The Company entered into a service agreement with Kon-Lin Investors Ltd (“Kon-Lin”). Kon-Lin will provide technical analysis of the Company’s common stock to include analysis of charts, tends, moving average, time, supply and demand. The consideration for the service is $5,000 per month and this agreement will continue on a month to month basis

On or about July 19, 2015, the Company entered into a distribution agreement (“Distribution Agreement”) with Houboubati Group Companies (Hounoubati); thereby, naming Saudi Arabia, Qatar, Kuwait and UAE Region (the “Territory”) as an exclusive territory for Houboubati.  The terms of the Distribution Agreement shall be for a period of six months to evaluate the progress for renewal period to term of an additional two years. Quotas will be agreed upon after the first six periods. Houboubati is expected to order a minimum of 1,000 units with the completion of the product being properly registered for the sales in the territory.

10.  Subsequent Events

On the October 7, 2015, one of the holders of a convertible debenture elected to convert principal of $7,500 and accrued interest $311 into 96,121 shares of the Company’s Common Stock.

On October 13, 2015, the Company issued a convertible promissory note. The principal sum of the note is up to $500,000. The consideration is $450,000 payable by wire (there exists a $50,000 original issue discount). The maturity date is two years from the effective date of each payment and is the date upon which principal sum of the note and any unpaid interest and other fee shall be due and payable.  The convertible promissory note bears interest at a rate of twelve-percent (12%) per annum. The Conversion Price is 62% of the lowest trade price in the 25 trading days previous to the conversion. The investor has conversion right at any time after the Effective date. The Company may repay a payment at any time on or before 90 days from effective date in an amount equal to 110% of principal plus all accrued and unpaid interest, OID and other fee, or any time after 90 days of Effective date and before 179 days in an amount equal 140% of principal plus all accrued and unpaid interest, OID and other fee. The Company may not repay any payment of considerations after 179 days of Effective date.

On the October 14, 2015, one of the holders of a convertible debenture elected to convert principal of$20,000 into 237,925 shares of the Company’s Common Stock.

On October 20, 2015, the Company designates 40,000 shares as Series A Preferred stock and 10,000 shares as Series B Preferred Stock. Series A Preferred stock shall not be entitled to receive dividends.  Series A Preferred Stock can convert to common stock in a conversion rate 1 to 1,000 (one share of Series A convertible preferred stock can convert to One thousand shares of Common stock) with no consideration. Series B Preferred stock shall not be entitled to receive dividends. Series B Preferred Stock can convert to common stock in a conversion rate 1 to 1,000 (one share of Series B convertible preferred stock can convert to One thousand shares of Common stock) with no consideration.  If the Series B Preferred stock Holder entitle to convert any portion of its Series B Convertible Preferred Stock that would result in the beneficial ownership by Holder and its affiliates of more than 9.99% of outstanding shares of common stock. The number of shares of Common Stock to be issued shall be determined by multiplying the Convertible rate by the amount to be converted. Series A and Series B Preferred Stock have full voting right as Common stock holders. Each Series A or Series B Preferred Stock vote right is equal One Thousand vote per share on Common stock.

On the October 19, 2015, one of the holders of a convertible debenture elected to convert principal of $7,500 and accrued interest $330 into 96,364 shares of the Company’s Common Stock.

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On the October 27, 2015, one of the holders of a convertible debenture elected to convert principal of $6,000 and accrued interest $275 into 98,262 shares of the Company’s Common Stock.

On the November 3, 2015, one of the holders of a convertible debenture elected to convert principal of$20,000 into 416,666 shares of the Company’s Common Stock.

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

Operating Revenues

The Company’s revenues were $50,408 for the three months ended September 30, 2015 compared to $18,353 for the same period in 2014.  This represents an increase of $32,055 or 175% which is attributable to the Company receiving larger ordering and sales of its skin cream products, as well as increased marketing efforts made by our foreign distributors during the period ending September 30, 2015, as compared to the period ended September 30, 2014.

Cost of Revenues

The Company’s cost of revenues was $10,232 for the three months ended September 30, 2015 compared to $168 for the same period in 2014.  This represents an increase of $10,064, which is attributable to the increase in revenues in the period ending September 30, 2015 and due to the fact that during the same period in 2014 we received complimentary products and incentives from various suppliers which caused a reduction in our costs of goods, for that period.

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Gross Profit

For the three months ended September 30, 2015, the Company’s gross profit increased by $21,991 to a total of $40,176 or 121% from $18,185 for the same period in 2014.  As a percentage of sales, gross profit was 80%. Our gross profit increased due to our increased sales of our skin cream by our distributors.

General and Administrative Expenses

General and administrative expenses consisted primarily of advertising and promotion expenses, consulting fees, commission expense, professional fees, license and permits expense, travel, meals and entertainment relating to being a public company.  For the three months ended September 30, 2015 and September 30, 2014, general and administrative expenses increased to $275,758 from $210,777 for the same period in 2014 representing an increase of $64,981 or 31%.  The $64,981 increase is primarily attributable to increases in advertising and marketing expenses of $111,441, consulting expense of $2,824, and commissions of $5,185, off-set by a decrease in license and permits expense of $15,001, professional fee $11,424 and other general administrative expenses appropriate for a publicly reporting company of $28,044.

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 issuance of convertible debt, and the change in fair value of the derivative liability from June 30, 2015, through September 30, 2015.  The increase in derivative expense relates to the warrants and convertible debt 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, 2015, interest from notes payable, convertible notes and related party.  For the three months ended September 30, 2015, there was a $147,986 gain on derivative valuation, $(114,730) of derivative expense and $(125,186) of interest expense during the period.  There was a $629,571 gain on derivative valuation, $(258,448) of derivative expense and $(3,332) of interest expense for the same period in 2014.

Net Income (loss)

Our net loss for the three months ended September 30, 2015, was $(327,512) compared with net income of $175,199 for the three months ended September 30, 2014, a decrease of $502,711 or 287%.  The net loss is influenced by the matters discussed above.

Results for the Nine month period ended September 30, 2015 Compared to the Nine month period ended September 30, 2014

Operating Revenues

The Company’s revenues were $156,909 for the nine months ended September 30, 2015 compared to $63,677 for the same period in 2014.  This represents an increase of $93,232 or 146% which is directly attributable to the Company’s marketing efforts, increase in internet sales and increase in overseas markets such as Turkey and Ukraine.

Cost of Revenues

The Company’s cost of revenues was $24,279 for the nine months ended September 30, 2015 compared to $9,062 for the same period in 2014.  This represents an increase of $15,217 or 168%, which is directly attributable to the increase in sales.

Gross Profit

For the nine months ended September 30, 2015, the Company’s gross profit was $132,630 compared to $54,615 for the same period in 2014.  As a percentage of sales, gross profit was 85% compared to 86% for the same period in 2014.

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General and Administrative Expenses

General and administrative expenses consisted primarily of advertising and marketing expenses, consulting fees, commission expense, professional fees, license and permits expense, travel and meals and entertainment relating to being a public company.  For the nine months ended September 30, 2015 and September 30, 2014, general and administrative expenses increased to $1,152,868 from $501,908 for the same period in 2014 representing an increase of $650,960 or 130%.  The $650,960 increase is primarily attributable to increases in advertising and marketing expenses of $236,582, consulting expense of $176,750, commissions of $162,268 marketing expense of $27,134, license and permits expense of $15,449, meals and entertainment of $17,593 and other general administrative expenses appropriate for a publicly reporting company of $15,184.

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 issuance of convertible debt, and the change in fair value of the derivative liability from December 31, 2014 through September 30, 2015.  The increase in derivative expense relates to the warrants and convertible debt issued during the period. Interest expense is primarily attributable to the accretion of the debt discount on convertible debentures for the nine months ended September 30, 2015, interest from notes payable, convertible notes, and related party. For the nine months ended September 30, 2015, there was a $348,614 gain on derivative valuation, $(295,581) of derivative expense and $(233,116) of interest expense during the period.  There was a $565,167 gain on derivative valuation, $(525,603) of derivative expense and $(93,433) of interest expense for the same period 2014.

Net Loss

Our net loss for the nine months ended September 30, 2015 was $(1,200,321) compared with a net loss of $(501,162) for the nine months ended September 30, 2014, an increase of $(699,159) or 140%.  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, 2015, the Company had total current assets of $88,897 compared to $53,053 at December 31, 2014.  Current assets consisted primarily of cash, inventories, accounts receivable, other current assets and deposits. The increase in current assets $35,844 were attributed to an inventory increase of $29,995 for the future sales and other current assets increase of $44,169 for unamortized advertising and marketing expense, and decrease in cash and cash equivalents of $38,624.

At September 30, 2015, the Company had total current liabilities of $1,701,661 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 our current liabilities was attributed to the new issuance of convertible debentures and related derivative liabilities incurred.

We had negative working capital of $(1,612,764) as of September 30, 2015 compared to $(885,109) as of December 31, 2014, an increase of $727,655 or 82%.

Cashflow from Operating Activities

During the nine months ended September 30, 2015, cash used in operating activities was $(531,583) compared to $(401,847) for the nine months ended September 30, 2014. The increase in the amounts of cash used for operating activities was primarily due to the increased expenditures in advertising and promotion expenses, commissions and consulting expenses.

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Cashflow from Investing Activities

During the nine months ended September 30, 2015 cash used in investing activities was $0 compared to $18,335 for the nine months ended September 30, 2014.

Cashflow from Financing Activities

During the nine months ended September 30, 2015, cash provided by financing activity was $492,959 compared to $603,173 provided during the nine months ended September 30, 2014.  The increase in cash provided by financing activities is due to the Company receiving proceeds of $382,750 from issuance of convertible debentures and $94,800 from issuance of common stock with warrants, and $10,000 from issuance of note payable, and proceeds from advances from related parties.

Quarterly Developments

On July 1, 2015, The Company entered a service agreement with Kon-Lin Investors Ltd (“Kon-Lin”). Kon-Lin will provide technical analysis of the Company’s common stock to include analysis of charts, tends, moving average, time, supply and demand. The consideration for the service is $5,000 per month and this agreement will continue on a month to month basis.

Distribution Agreements:

On or about July 19, 2015, the Company entered into a distribution agreement (“Distribution Agreement”) with Houboubati Group Companies (Houboubati); thereby, naming Saudi Arabia, Qatar, Kuwait and UAE Region (the “Territory”) as an exclusive territory for Houboubati.  The terms of the Distribution Agreement shall be for a period of six months to evaluate the progress for renewal period to term of an additional two years. Quotas will be agreed upon after the first six periods. Houboubati is expected to order a minimum of 1,000 units with the completion of the product being properly registered for the sales in the territory.

On or about October 22, 2015, the Company entered into four distribution agreements (“Distribution Agreement”) with EU.S.INN.CO Ltd.  (“INN.CO”) a Greek company; thereby, naming France, Italy, Greece and the United Kingdom (separately “Territory” or together as the “Territories”) as exclusive territories for INN.CO.  The terms of the Distribution Agreements, expects that for each Territory that INN.CO will purchase a minimum of 1,500 pcs for the first two months after signing the Distribution Agreement and then 1,000 1.7oz pcs per month during the remainder of the 1^st year, 1,750 1.7oz pcs per month during the second year of operation, 2,500 1.7oz pcs per month in the third year, 2,750 1.7oz pcs per month during the fourth year and 3,000 1.7oz pcs per month during the fifth year, upon the establishment of the company by INN.CO. The Distribution Agreement is for an initial period of five years and then the two parties will evaluate the progress of the Distribution Agreement. 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 INN.CO will lose exclusivity to the Territory.

A copy of the Form of Distribution Agreement is filed herewith, as Exhibit 10.19, and is incorporated herein by this reference.

Subsequent Developments

Certificate of Designation of Series A and Series B Preferred Stock

On October 20, 2015, the Board of Directors, with the approval of a majority vote of its shareholders approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company’s Series A and Series B Preferred Stock (the “Designation” the “Series A Preferred Stock” and the “Series B Preferred Stock”).  The Board of Directors authorized the issuance of 40,000 shares of Series A Preferred Stock, and 10,000 shares of Series B Preferred Stock which the Board agreed to issue to the Preferred Shareholders or its assigns, upon the Company filing the Certificate of Designation with the Florida Secretary of State. The terms of the Certificate of Designation of the Series A Preferred Stock, and Series B Preferred Stock, which were filed with the State of Florida on October 20, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock, and Series B Preferred Stock and each Series A Preferred Stock and Series B Preferred Stock share is convertible into shares of our common stock at a conversion rate of 1,000 shares of common stock for each one (1) share of Series A Preferred Stock and each one (1) share of Series B Preferred Stock.  

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A copy of the Certificate of Designation that was filed with the Florida Secretary of State on October 20, 2015 is attached hereto as Exhibit 3.2 and Exhibit 3.3 of this Quarterly Report and is incorporated by reference herein.

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 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

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.

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,

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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, 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.

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 September 24, 2015, the Company issued 83,292 shares of its common stock to JSJ Investments for the conversion of $10,000.03 of a convertible note at a conversion price of $0.12, as per the terms of that certain promissory note dated March 23, 2015.

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:

On the October 7, 2015, one of the holders of a convertible debenture elected to convert principal of $7,500 and accrued interest $311 into 96,121 shares of the Company’s Common Stock.

On the October 14, 2015, one of the holders of a convertible debenture elected to convert principal of $20,000 into 237,925 shares of the Company’s Common Stock.

On the October 19, 2015, one of the holders of a convertible debenture elected to convert principal of $7,500 and accrued interest $330 into 96,364 shares of the Company’s Common Stock.

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On the October 27, 2015, one of the holders of a convertible debenture elected to convert principal of $6,000 and accrued interest $275 into 98,262 shares of the Company’s Common Stock.

On the November 3, 2015, one of the holders of a convertible debenture elected to convert principal of $20,000 into 416,666 shares of the Company’s Common Stock.

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.

ITEM 5.  OTHER INFORMATION

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.

Revolving Line of Credit:

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

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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.

Convertible Promissory Note:

On October 13, 2015, the Company executed an Unsecured Promissory Note (the “JMJ Note) to JMJ Financial, Inc. (“JMJ”). Under the terms of the JMJ Note, the Company has borrowed up four hundred fifty thousand ($450,000) dollars from JMJ, which contains a one-time interest charge of 12%. The conversion feature in the JMJ Note allows JMJ to convert the JMJ Note at a 38% discount to market based on the lowest trade in the previous twenty five days prior to the conversion notice. The maturity date of the JMJ Notes is two years from the effective date of each payment. The JMJ Note also contains customary events of default.

For all the terms and provisions of the JMJ Note, reference is hereby made to such Form of JMJ Convertible Promissory Note annexed hereto as Exhibits 10.19; all statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibits.

ITEM 6.  EXHIBITS

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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.

REJUVEL BIO-SCIENCES, INC.

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