Current Report Filing (8-k)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  August 28, 2014

TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION.

(Exact name of Company as specified in its charter)

Florida	000-53698	27-1116025
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	18851 N.E. 29th Avenue, Suite 700, Aventura, Florida 33180
	(Address of principal executive offices)
	[phone]
	(Company’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 8.01 Other Events

On August 28, 2014, the Board authorized the Company to exchange or repurchase 68,666,619 shares of common stock in privately negotiated transactions with three shareholders, including the current CEO of the Company. As a result of the exchange or repurchase the Company’s total shares issued and outstanding will be reduced to Fifty Million (50,000,000) shares of common stock.

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

 

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

A copy of the unsecured promissory note and press release announcing the share repurchase is attached hereto as Exhibits 10.1 and 99.1, respectively.

ITEM 9.01 Financial Statements and Exhibits

Exhibit 10.1 – Form of Unsecured Promissory Note.

Exhibit 99.1 – Press Release dated August 28, 2014.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION. Date: August 28, 2013 By: /s/ Charles J. Scimeca Charles J. Scimeca President and CEO

EXHIBIT 10.1

UNSECURED PROMISSORY NOTE

PRINCIPAL AMOUNT: $

LOAN DATE:

                 , 201_

EXECUTION DATE:

                 , 201_

INTEREST RATE:

6.00% SIMPLE INTEREST

BORROWER:

TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION

LENDER:

PAYMENT:

$              DUE ON DEMAND IN WHOLE OR IN INCREMENTS

1. Principal Repayment. For value received, Technology Applications International Corporation, a Florida corporation (the “Borrower”) hereby unconditionally promises to pay to the order of _______________  (the “Lender”), the principal amount of _____________ Dollars ($________), with simple interest accruing at an annual rate of 6.00% thereon. The principal amount is due and payable on demand upon 10 days written notice by Lender (the “Due Date”).

2. Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.

3. Default. Borrower will be in default if any of the following occur:

(a) Borrower fails to make the Principal Repayment when due;

(b) Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;

(c) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf in connection with this Note is false or misleading in any material respect; or,

(d) A receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any Bankruptcy or insolvency laws seeking the liquidation or reorganization of Borrower and such proceeding is not dismissed within 60 days after such filing.

4. Borrower’s Right to Prepay. Borrower may pay without penalty, all or a portion of the amount owed earlier than it is due. Any prepayment shall be first applied against any accrued and unpaid interest and then to reduce the amount of principal due under this Note.

5. Waiver of Demand, Presentment, etc. The Borrower hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

6. Payment. Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of the Lender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice to the Borrower at least one (1) business day prior to payment.

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7. Assignment. The rights and obligations of the Borrower and the Lender of this Note shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, administrators and transferees of the parties hereto.

8. Waiver and Amendment. Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Borrower and the Lender

9. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or delivered by facsimile transmission, to the Borrower at the address or facsimile number set forth herein or to the Lender at its address or facsimile number set forth in the records of the Borrower. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered or, if notice is given by facsimile transmission, when delivered with confirmation of receipt.

10. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

11. Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.

TECHNOLOGY APPLICATIONS INTERNATIONAL CORPORATION

By: /s/________________

Name: Charles J. Scimeca

Title: CEO

EXHIBIT 99.1

Technology Applications International Corporation Announces Share Exchange, Buyback and Retirement of 68,666,119 Shares, Reducing Outstanding Shares by Almost 58%

 

AVENTURA, FL August 28,2014/ PR Newswire-Technology Applications International Corporation (the “Company” or “NUUU”)(OTC BB: NUUU) has announced it has reached agreements with three shareholders, including the current CEO of the Company, to exchange, or buy back and retire a total of 68,666,119 shares of common stock, which represents 57.86% of the total outstanding shares of the Company.  As a result, the Company will have a total of 50,000,000 shares issued and outstanding.

Charles J. Scimeca, NUUU’s CEO stated, “Our management team has determined that the purchase and retirement of these shares is an integral step towards accomplishing the larger goals of our company. We recognize the value of this action to the company as it positions us for future growth and further expansion while maintaining value for our shareholders.”

About Technology Applications Corporation

NUUU has two wholly-owned subsidiaries, Renuéll Int’l, Inc. and NueEarth, Inc.

NUUU's Renuell Int'l, Inc. is launching its REJUVEL brand of technologically advanced breakthrough anti-aging skin care products that is made possible because of its exclusive license with the National Aeronautics and Space Administration (“NASA”), and the administrators of the Tulane Educational Fund under U.S. patent no. 6,730,498. REJUVEL anti-aging products use three-dimensional biomolecules created in a simulated microgravity, in NASA developed bio-reactors, to create high quality skin care products that promote the bodies own healing mechanisms. All products are “Space Certified” and are recognized by the Space Foundation as technology that has been developed in outer space. The Space Foundation Seal will appear on all our products.

NUUU’s NueEarth, Inc., subsidiary is engaged in the development of environment solutions using electron particle beam technology (E-Beam). The E-Beam works by using an electron beam particle accelerator unit that creates high energy electrons which produce free radicals in the waste water leading to decomposition of organic compounds (pollutants). We plan to develop various applications to use the E-Beam technology for removal of pollutants from wastewater, drinking water, municipal sludge and fracking liquids.

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We will update our shareholders and the public on company developments through additional press releases as events warrant.

For more information about NUUU please visit the corporate websites at: www.tapplic.com and www.rejuvel.com.

Notice Regarding Forward-Looking Statements

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements that include the words “believes,” “expects,” “anticipate” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from those expressed or implied by such forward-looking statements. In addition, description of anyone’s past success, either financial or strategic, is no guarantee of success. This news release speaks as of the date first set forth above and the Company assumes no responsibility to update the information included herein for events occurring after the date hereof.

Contact:

Technology Applications International Corporation (NUUU)

Charles J. Scimeca, [phone]

President and CEO

[e-mail]

www.rejuvel.com

      

      Space Foundation