UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q/A
Amendment No. 1
____________
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 000-53698
TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION
(Name of small business issuer in its charter)
Florida |
| 27-1116025 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
18851 N.E. 29th Avenue, Suite 700,
Adventura, Florida 33180
(Address of principal executive offices)
(786) 787-0402
(Registrants 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.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
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 May 20, 2014, there were 118,581,119 shares of the registrants $0.001 par value common stock issued and outstanding.
-----------------------------------
EXPLANATORY NOTE
-----------------------------------
This Amendment No. 1 (this "Amendment") to the Quarterly Report on Form 10-Q of Technology Applications International Corporation (the "Company") for the quarter ended March 31, 2014, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on May 20, 2014, (the "Original Filing"), is being filed solely to include the XBRL Exhibits.
Except as described above, this Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. This Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, as well as any other filings made by the Company with the SEC pursuant to Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended, subsequent to the filing of the Original Filing.
2
ITEM 6. EXHIBITS
Exhibit |
|
|
| ||
Number | Description of Exhibit |
| Filing | ||
|
|
|
| ||
3.1 | Articles of Incorporation |
| Filed with the SEC on January 19, 2010 as part of the Companys Registration of Securities on Form 10-12G. | ||
3.1(a) | Restated Articles of Incorporation |
| Filed with the SEC on April 18, 2011 as part of the Companys Current Report on Form 8-K. | ||
3.2 | Bylaws |
| Filed with the SEC on January 19, 2010 as part of the Companys Registration of Securities on Form 10-12G. | ||
3.2(a) | Amended Bylaws |
| Filed with the SEC on April 18, 2011 as part of the Companys Current Report on Form 8-K. | ||
10.1 | Lease between Brickell Bay Tower Ltd., Inc. and Raj Ventures, Inc. dated October 18, 2010. |
| Filed with the SEC on March 28, 2010 as part of the Companys Annual Report on Form 10-K. | ||
10.2 | Share Purchase Agreement by and among Raj Ventures, Inc., Willowhuasca Wellness, Inc., and Raj Ventures Funding, Inc., dated April 12, 2010. |
| Filed with the SEC on April 12, 2010 as part of the Companys Current Report on Form 8-K. | ||
10.3 | Bill of Sale and Assignment between Raj Ventures, Inc., and High Voltage Environmental Applications, Inc., dated as of August 26, 2010. |
| Filed with the SEC on September 1, 2010 as part of the Companys Current Report on Form 8-K. | ||
10.4 | Promissory Note between the Company and Joe-Val, Inc., dated March 27, 2012. |
| Filed with the SEC on March 27, 2012 as part of the Companys Current Report on Form 8-K. | ||
10.5 | Promissory Note between the Company and Coast To Coast Equity Group, Inc., dated June 25, 2012. |
| Filed with the SEC on August 20, 2012 as part of the Companys Quarterly Report on Form 10-Q. | ||
10.6 | Convertible debenture between the Company and Shane Case, dated September 26, 2012. |
| Filed with the SEC on November 19, 2012 as part of the Companys Quarterly Report on Form 10-Q. | ||
10.7 | Distribution Agreement between Regenetech, Inc. and Renuéll Intl, Inc., dated December 29, 2011 and Amended on December 13, 2012. |
| Filed with the SEC on January 17, 2013 as part of the Companys S-1/A... | ||
10.8 | Form of Subscription Agreement. |
| Filed with the SEC on November 29, 2012 as part of the Companys S-1/A. | ||
10.9 | Consulting Agreement between the Company and John Stickler. |
| Filed with the SEC on December, 27, 2012 as part of the Companys S-1/A | ||
10.10 | Co-License Agreement by and between Technology Applications International Corporation and the National Aeronautics and Space Administration, dated September 30, 2013. |
| Filed with the SEC on October 4, 2013, as part of our Current Report on Form 8-K. | ||
16.1 | Letter from Lake of Associates CPAs LLC, dated March 12, 2013. |
| Filed with the SEC on March 14, 2013 as part of the Companys Current Report on Form 8-K. | ||
21.1 | List of Subsidiaries |
| Filed with the SEC on April 16, 2012 as part of the Companys Annual Report on Form 10-K. | ||
31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 |
| Filed herewith. | ||
31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 |
| Filed herewith. | ||
32.01 | Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act |
| Filed herewith. | ||
101.INS* | XBRL Instance Document |
| Furnished herewith. | ||
101.SCH* | XBRL Taxonomy Extension Schema Document |
| Furnished herewith. | ||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| Furnished herewith. | ||
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document |
| Furnished herewith. | ||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| Furnished herewith. | ||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| Furnished herewith. |
*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.
3
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: May 23, 2014
/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: May 23, 2014
/s/ Charles J. Scimeca
Charles J. Scimeca Director
Dated: May 23, 2014
/s/ John Stickler
John Stickler Director
4
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14
I, Charles J. Scimeca, certify that:
1. I have reviewed this amended Quarterly Report on Form 10-Q/A of Technology Applications International Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
/s/ Charles J. Scimeca
By: Charles J. Scimeca
Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I, Charles J. Scimeca, certify that:
1. I have reviewed this amended Quarterly Report on Form 10-Q/A of Technology Applications International Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
/s/ Charles J. Scimeca
By: Charles J. Scimeca
Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the amended Quarterly Report of Technology Applications International Corporation (the Company) on Form 10-Q/A for the quarter ending March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Charles J. Scimeca, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Charles J. Scimeca
By: Charles J. Scimeca
President, Principal Executive Officer
& Principal Financial Officer
(Principal Accounting Officer)
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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