Commission File No. 333-147045
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
Amendment #1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended: December 31, 2007
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period From __ to __
TEEN EDUCATION GROUP, INC.
_________________________________________________________________
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 26-032648
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
70707 Frank Sinatra Drive, Unit 59
Rancho Mirage, CA 92270
________________________________________ __________
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (702) 248-1027
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
$.001 Common Stock
__________________
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
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 definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
________________________________________________________________________________
Non-accelerated filer Smaller
Large accelerated (Do not check if a smaller reporting
filer Accelerated filer reporting company) company
[ ] [ ] [ ] [X]
________________________________________________________________________________
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant (without admitting that any person whose shares
are not included in such calculation is an affiliate) computed by reference to
the price at which the common stock was last sold as of the last business day of
the Registrant's most recently completed second fiscal quarter was $0.
As of April 29, 2008, the Registrant had 2,250,000 shares of Common Stock,
$.001 par value, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
2
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business 4
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 7
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 9
Item 8. Financial Statements and Supplementary Data 10
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 22
Item 9A. Controls and Procedures 22
Item 9B. Other Information 23
PART III
Item 10. Directors, Executive Officers and Corporate Governance 23
Item 11. Executive Compensation 25
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 25
Item 13. Certain Relationships and Related Transactions, and Director
Independence 26
Item 14. Principal Accountant Fees and Services 26
PART IV
Item 15. Exhibits and Financial Statement Schedules 27
Signatures 28
3
PART I
ITEM 1. BUSINESS.
Business Development
Teen was incorporated on April 16, 2007 in the State of Delaware. We have a
specific business plan or purpose. Should our business plan be successfully
implemented, we may be expanding our operations in the south western portion of
the United States. We have not yet conducted any classes or begun our
educational operations and we currently have no revenues and no significant
assets. Teen has never declared bankruptcy, has never been in receivership, and
has never been involved in any legal action or proceedings. Since formation,
Teen has not made any significant purchase or sale of assets, nor has it been
involved in any mergers, acquisitions or consolidations.
Neither Teen nor its sole officer, director, promoter or any affiliates,
have had preliminary contact or discussions with, nor do we have any present
plans, proposals, arrangements or understandings with any representatives of the
owners of any business or company regarding the possibility of an acquisition or
merger.
Business of Issuer
Our business is to provide a financial literacy and money management
program for teenagers on a fee for service offered basis with specialized
educational programs designed to maximize profit potential and customer loyalty.
We believe that there is a need to train teenagers who we believe lack the basic
skills in the management of personal financial affairs. Located in a fluent
area, many are unable to balance a checkbook and most simply have insight into
the basic survival principals involved with earning, spending, saving and
investing.
Principal Services
We are in the process of establishing ourselves as providing a financial
literacy and money management educational program for teenagers on a fee for
service offered basis. We intend to provide such topics which would include
budgeting, the importance of saving, bank accounts and services, establishing
and maintaining credit, planning for college, buying a car, basic investing,
with related ancillary topics.
We will earn our revenues by charging a fee for individuals to complete our
training course. Our marketing is going to be the parents of teenagers who
understand that many young people fail in the management of the first consumer
credit experience, establish bad financial management habits, and fail to take
direction from their parents, who realize that it makes no sense for their
teenager to learn by trial and error. Our instruction will include practical
information preparing them in planning and understanding their financial future.
Further, we anticipate that our instruction will also be useful in teaching
the managing of the teenagers money, establish the basics of budgeting, savings
and checking accounts, responsible borrowing and will extend to buying an
automobile, renting an apartment and the responsible use of day to day credit.
Further topics that will be addressed, include surrounding yourself with
professionals in connection with starting and managing a small business,
investing for the future, and basic knowledge on commencing a plan for
retirement, although the retirement age is in the far distant future for the
teenagers.
Our intensive two-week training will involve 20 hours of classroom
instruction for groups of not to exceed 8 students. The instruction time will
address the needs and requirements of each of the interested parties. The
specific curriculum will be developed as funds become available.
Probably the most important aspect of our training will be in developing
positive financial responsibility and commitment. Effective inter-personal
skills will reap personal satisfaction as well as financial gratification
through increased tips.
4
Classroom instruction will be held at rented office space or in a hotel
facility. Classroom space can be arranged on an "as needed" and "as available"
basis at normal costs.
ITEM 1A. RISK FACTORS.
Prior to investing in the shares, a prospective investor should consider
carefully the following risks and highly speculative factors that may affect our
business. Prospective investors should carefully consider, among other factors,
the following:
1. As a start-up or development stage company, our business and prospects are
difficult to evaluate because we have no operating history and our business
model is evolving, an investment in us is considered a high risk investment
whereby you could lose your entire investment.
We have just commenced operations and, therefore, we are considered a
"start-up" or "development stage" company. We have not yet owned and/or operated
and/or provided any educational services. We will incur significant expenses in
order to implement our business plan. As an investor, you should be aware of the
difficulties, delays and expenses normally encountered by an enterprise in its
development stage, many of which are beyond our control, including unanticipated
developmental expenses, and advertising and marketing expenses. We cannot assure
you that our proposed business plan will materialize or prove successful, or
that we will ever be able to operate profitably. If we cannot operate
profitably, you could lose your entire investment.
We face the challenge of successfully implementing our business plan. There
is, therefore, nothing at this time on which to base an assumption that our
business will prove successful, and there is no assurance that we will be able
to operate profitably if or when operations commence. You may lose your entire
investment do to our lack of experience.
Our plan of operation is our best estimate and analysis of the potential
market, opportunities and difficulties that we face. There can be no assurances
that the underlying assumptions accurately reflect our opportunities and
potential for success. Competition for the delivery of education skills is
intense, and with other economic forces, this makes forecasting of revenues and
costs difficult and unpredictable. If our estimates and analysis is incorrect,
you could lose your entire investment.
2. We expect to incur losses in the future and, as a result, the value of our
shares and our ability to raise additional capital may adversely affect our
ability to sustain growth and our operations may suffer.
We have no operating history and, therefore, no revenues. We expect to
incur losses during our first year of operation. There can be no assurances that
we will achieve profitability in the future, or, if so, as to the timing or
amount of any such profits.
We plan to use any revenues received to support our plan of operations and
to commence our sales and marketing. Many of the expenses associated with these
activities are relatively fixed in the short-term. We may be unable to adjust
spending quickly enough to offset unexpected revenue shortfalls. If so, our
operational results will suffer.
We should have sufficient capital to meet our operating expenses for the
next twelve (12) months. After that time, we will either need to raise
additional funds or realize additional revenue from our business activities to
meet our cash requirements. There can be no guarantee that we will be successful
in securing additional financing should the need arise.
Our inability to fund our operations will impede our growth and operating
results and may also result in a loss of your investment.
5
3. Failure to secure additional financing may result in termination of Teen's
operations and eliminate any value in Teen's stock.
We may require additional financing in order to establish profitable
operations. Such financing, if required, may not be forthcoming. Even if
additional financing is available, it may not be available on terms we find
favorable. Failure to secure the needed additional financing will have a very
serious, if not fatal, effect on our ability to survive. As of December 31,
2007, we had cash of $26,002, liabilities of $5,118 and our losses to that date
totaled $9,116.
4. Teen's business model is unproven. Thus it is difficult for an investor to
determine the likelihood of success or risk to his investment.
Teen was formed on April 16, 2007. Due to our lack of operating history,
the revenue and income potential of our business is unproven. If we cannot
successfully implement our business strategies of creating and marketing of an
educational curriculum to teach personal financial management skills to
teenagers, we may not be able to generate sufficient revenues to operate
profitably. Consequently our investors may lose a substantial portion of or
their entire investment.
5. Teen's curriculum material may not be sufficient to ensure Teen's success
in its intended market resulting in the termination of Teen's operations
and a loss of shareholders' investment.
Initially, the only course Teen will be offering is a financial literacy
and money management program for teenagers on a fee for service offered basis
for our course. As such, our survival is dependent upon the market acceptance of
this sole course material. Should this course material be too narrowly focused
or should the target market be not as responsive as Teen anticipates, we will
not have any other course material that can be offered to ensure our survival in
the educational marketplace.
While we believe that our course material and providing a financial
literacy and money management program for teenagers on a fee for service offered
basis, this view may not be shared by their parents. In such an event, we may
not be able to attract sufficient students to make it a viable business
operation, and we may subsequently fail due to this lack of acceptance in our
course material.
6. The loss of Robert L. Wilson or our inability to attract and retain
qualified personnel could significantly disrupt or harm our business and
our operating results would suffer.
We are wholly dependent, at present, on the personal efforts and abilities
of Robert L. Wilson, our sole officer and director. The loss of services of
Robert L. Wilson will disrupt if not stop our operations. In addition, our
success will depend on our ability to attract and retain highly motivated,
well-qualified lecturers or employees. Our inability to recruit and retain such
individuals may delay the planned commencement of operations and or result in
high employee turnover, which could have a material adverse effect on our
business or results of operations once commenced. Accordingly, without suitable
replacements and employees to operate Teen, our operations will suffer.
7. Robert L. Wilson owns approximately 89% of our shares and that permits him
to exert influence over us or to prevent a change of control.
Robert L. Wilson, our sole director and officer, beneficially owns
approximately 89% of our outstanding shares of common stock. As a result of this
stock ownership, Robert L. Wilson will continue to influence the vote on all
matters submitted to a vote of our shareholders, including the election of
directors, amendments to the certificate of incorporation and the by-laws, and
the approval of significant corporate transactions. This consolidation of voting
power could also delay, deter or prevent a change of our control that might be
otherwise beneficial to shareholders.
8. You will not receive dividend income from an investment in the shares and
as a result, the purchase of the shares should only be made by an investor
who does not expect a dividend return on the investment.
6
We have never declared or paid a cash dividend on our shares nor will we in
the foreseeable future. We currently intend to retain future earnings, if any,
to finance the operation and expansion of our business. Accordingly, investors
who anticipate the need for immediate income from their investments by way of
cash dividends should refrain from purchasing any of our securities. As we do
not intend to declare dividends in the future, you may never see a return on
your investment and you indeed may lose your entire investment.
9. Our common stock has no public market and the value may decline after the
offering and our common stock may never be public traded and you may have
no ability to sell the shares.
There is no established public trading market or market maker for our
securities. There can be no assurance that a market for our common stock will be
established or that, if established, a market will be sustained. Therefore, if
you purchase our securities you may be unable to sell them. Accordingly, you
should be able to bear the financial risk of losing your entire investment. We
plan to seek a listing on the OTC Bulletin Board and we have contacted a market
maker to seek the listing on our behalf.
Only market makers can apply to quote securities. Market makers who desire
to initiate quotations in the OTC Bulletin Board system must complete an
application (Form 211) and by doing so, will have to represent that it has
satisfied all applicable requirements of the Securities and Exchange Commission
Rule 15c2-11 and the filing and information requirements promulgated under the
Financial Industry Regulatory Authority, Inc. ("FINRA") Bylaws. The OTC Bulletin
Board will not charge us with a fee for being quoted on the service. FINRA rules
prohibit market makers from accepting any remuneration in return for quoting
issuers' securities on the OTC Bulletin Board or any similar medium. We intended
to be subject to the reporting requirements of the Securities Exchange Act of
1934, as amended, and, as such, we may be deemed compliant with Rule 15c2-11.
The FINRA will review the market maker's application and if cleared, it cannot
be assumed by any investor that any federal, state or self-regulatory
requirements other than certain FINRA rules and Rule 15c2-11 have been
considered by the FINRA. Furthermore, the clearance should not construed by any
investor as indicating that the FINRA, the Securities and Exchange Commission or
any state securities commission has passed upon the accuracy or adequacy of the
documents contained in the submission.
The OTC Bulletin Board is a market maker or dealer-driven system offering
quotation and trading reporting capabilities-a regulated quotation service -
that displays real-time quotes, last-sale prices, and volume information in OTC
equity securities. The OTC Bulletin Board securities are not listed and traded
on the floor of an organized national or regional stock exchanges. Instead, OTC
Bulletin Board securities transactions are conducted through a telephone and
computer network connecting market makers or dealers in stocks.
There is no assurance that our shares will be able to meet the requirements
for a quotation or that the shares will be accepted for inclusion on the OTC
Bulletin Board.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
We have no unresolved comments from the Staff of the Securities and
Exchange Commission.
ITEM 2. PROPERTIES.
Teen does not own any property, real or otherwise. For the first year, we
will conduct our administrative affairs from the President's home, at no cost to
Teen.
We do not have any investments or interests in any real estate. Teen does
not invest in real estate mortgages, nor does it invest in securities of, or
interests in, persons primarily engaged in real estate activities.
ITEM 3. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the Company.
7
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.
There have been no matters submitted to the Company's security holders.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Market Price.
There is no active trading market for our Common Stock.
There is no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue. We have requested a broker-dealer to
make application to FINRA to have the Company's securities traded on to the OTC
Bulletin Board System.
The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.
For the initial listing in the Nasdaq SmallCap market, a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.
For continued listing in the Nasdaq SmallCap market, a company must have
net tangible assets of $2 million or market capitalization of $35 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.
(b) Holders.
There are twenty-six (26) holders of the Company's Common Stock.
8
(c) Dividends.
The Company has not paid any cash dividends to date and has no plans to do
so in the immediate future.
(d) Securities Authorized for Issuance under an Equity Compensation Plan.
We have not authorized the issuance of any of our securities in connection
with any form of equity compensation plan.
(e) Recent Sale of Unregistered Securities
Except for the initial sale and issuance of 2,000,000 shares of our $0.001
par value common stock to Robert L. Wilson on April 17, 2007 for $5,000,
pursuant to Section 4(2) of the Securities Act of 1933, as amended, during the
year ended December 31, 2007, we did not have any sales of any unregistered
securities.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable to smaller reporting companies.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Principal Services
We are in the process of establishing ourselves as providing a financial
literacy and money management educational program for teenagers on a fee for
service offered basis. We intend to provide such topics which would include
budgeting, the importance of saving, bank accounts and services, establishing
and maintaining credit, planning for college, buying a car, basic investing,
with related ancillary topics.
We will earn our revenues by charging a fee for individuals to complete our
training course. Our marketing is going to be the parents of teenagers who
understand that many young people fail in the management of the first consumer
credit experience, establish bad financial management habits, and fail to take
direction from their parents, who realize that it makes no sense for their
teenager to learn by trial and error. Our instruction will include practical
information preparing them in planning and understanding their financial future.
Further, we anticipate that our instruction will also be useful in teaching
the managing of the teenagers money, establish the basics of budgeting, savings
and checking accounts, responsible borrowing and will extend to buying an
automobile, renting an apartment and the responsible use of day to day credit.
Further topics that will be addressed, include surrounding yourself with
professionals in connection with starting and managing a small business,
investing for the future, and basic knowledge on commencing a plan for
retirement, although the retirement age is in the far distant future for the
teenagers.
Our intensive two-week training will involve 20 hours of classroom
instruction for groups of not to exceed 8 students. The instruction time will
address the needs and requirements of each of the interested parties. The
specific curriculum will be developed as funds become available.
Probably the most important aspect of our training will be in developing
positive financial responsibility and commitment. Effective inter-personal
skills will reap personal satisfaction as well as financial gratification
through increased tips.
Classroom instruction will be held at rented office space or in a hotel
facility. Classroom space can be arranged on an "as needed" and "as available"
basis at normal costs.
Liquidity.
As of December 31, 2007, we had cash of $26,002 and we had total
liabilities of $5,118 and we had a net worth of $20,884.
We have had no revenues from inception December 31, 2007. We have a loss
from inception through December 31, 2007 of $9,116.
We have officer's advances of $5,118 from inception to December 31, 2007.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
9
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
TEEN EDUCATION GROUP, INC.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
DECEMBER 31, 2007
10
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
________________________________________________________________________________
FINANCIAL STATEMENTS
Balance Sheet 13
Statement of Operations 14
Statement of Stockholders' Equity 15
Statement of Cash Flows 16
Notes to Financial Statements 17-21
________________________________________________________________________________
11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Teen Education Group, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheets of Teen Education Group, Inc. (A
Development Stage Enterprise) as of December 31, 2007 the related statements of
operations, stockholder's deficit, and cash flows for the period April 16, 2007
(inception) through December 31, 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Teen Education Group, Inc. (A
Development Stage Enterprise) as of December 31, 2007 and the results of its
operations and cash flows for period April 16, 2007 (inception) through December
31, 2007, in conformity with U.S. generally accepted accounting principles.
Kyle L. Tingle, CPA, LLC
March 14, 2008
Las Vegas, Nevada
12
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
December 31, 2007
_________________
ASSETS
CURRENT ASSETS $ 26,002
________
Total current assets $ 26,002
________
Total assets $ 26,002
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Officers advances $ 5,118
________
Total current liabilities $ 5,118
________
STOCKHOLDERS' EQUITY
Common stock: $.001 par value;
authorized 100,000,000 shares; issued
and outstanding: 2,250,000 shares at
December 31, 2007 2,250
Preferred stock: $.001 par value;
authorized 5,000,000 shares; none issued
or outstanding at December 31, 2007 0
Additional paid in capital 27,750
Accumulated deficit during development stage (9,116)
________
Total stockholders' equity $ 20,884
________
Total liabilities and
stockholders' equity $ 26,002
========
See Accompanying Notes to Financial Statements.
13
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
Apr.16, 2007
(inception) to
December 31, 2007
_________________
Revenues $ 0
Cost of revenue 0
__________
Gross profit $ 0
General, selling and
administrative expenses 9,118
__________
Operating loss $ (9,118)
Nonoperating income (expense) 2
__________
Net loss $ (9,118)
==========
Net loss per share, basic
and diluted $ (0.00)
==========
Average number of shares
of common stock outstanding 2,000,000
==========
See Accompanying Notes to Financial Statements.
14
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDER'S EQUITY
Accumulated
Deficit
Common Stock Additional During
_____________________ Paid-In Development
Shares Amount Capital Stage Total
_________ _______ __________ ___________ ________
April 17, 2007, issue
common stock 2,000,000 $ 2,000 $ 3,000 $ 0 $ 5,000
December 27, 2007, issued
SB-2 common stock 250,000 250 24,750 0 25,000
Net loss, December 31, 2007 - - - (9,116) (9,116)
_________ _______ ________ ________ ________
Balance, December 31, 2007 2,250,000 $ 2,250 $ 27,750 $ (9,116) $ 20,884
========= ======= ======== ======== ========
See Accompanying Notes to Financial Statements.
15
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
Apr. 16, 2007
(inception) to
December 31,
2007
_______________
Cash Flows From
Operating Activities
Net loss $(9,116)
_______
Net cash used in
operating activities $(9,116)
_______
Cash Flows From
Investing Activities $ 0
_______
Cash Flows From
Financing Activities
Issuance of common stock $30,000
Increase in officer advances 5,118
_______
Net cash provided by
financing activities $35,118
_______
Net increase (decrease)
in cash $26,002
Cash, beginning of period $ 0
_______
Cash, end of period $26,002
=======
Supplemental Information and Non-monetary Transactions:
Interest paid $ 0
=======
Taxes paid $ 0
=======
See Accompanying Notes to Financial Statements.
16
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS:
Teen Education Group, Inc. ("Company") was organized April 16, 2007 under the
laws of the State of Delaware. The Company currently has no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
Development Stage Enterprise.
A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
CASH
For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of December 31, 2007.
INCOME TAXES
Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES," and clarified by FIN
48, "ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES--AN INTERPRETATION OF FASB
STATEMENT NO. 109." A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting. Temporary differences
are the differences between the reported amounts of assets and liabilities and
their tax basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effect of changes in tax laws and rates on the
date of enactment.
SHARE BASED EXPENSES
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R "SHARE BASED PAYMENT." This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, "ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES," and amends FASB Statement No. 95, "STATEMENT OF CASH
FLOWS." This statement requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also provides guidance on valuing and expensing these awards, as well as
disclosure requirements of these equity arrangements. The Company adopted SFAS
No. 123R upon creation of the company and expenses share based costs in the
period incurred.
17
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2009. We do not expect that the adoption of SFAS 157 will have a material impact
on our financial condition or results of operations.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS
No. 158 requires companies to recognize in their statement of financial position
an asset for a plan's overfunded status or a liability for a plan's underfunded
status and to measure a plan's assets and its obligations that determine its
funded status as of the end of the company's fiscal year. Additionally, SFAS No.
158 requires companies to recognize changes in the funded status of a defined
benefit postretirement plan in the year that the changes occur and those changes
will be reported in comprehensive income. The provision of SFAS No. 158 that
will require us to recognize the funded status of our postretirement plans, and
the disclosure requirements, will be effective for us as of December 31, 2006.
We do not expect that the adoption of SFAS No. 158 will have a material impact
on our consolidated financial statements.
In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115" (hereinafter "SFAS No. 159"). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This statement is expected to expand the use of fair
value measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company's financial
condition or results of operations.
18
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In December 2007, the FASB issued SFAS 141(R), "Business Combinations-- a
replacement of FASB Statement No. 141." This Statement replaces SFAS 141,
"Business Combinations," and requires an acquirer to recognize the assets
acquired, the liabilities assumed, including those arising from contractual
contingencies, any contingent consideration, and any noncontrolling interest in
the acquiree at the acquisition date, measured at their fair values as of that
date, with limited exceptions specified in the statement. SFAS 141(R) also
requires the acquirer in a business combination achieved in stages (sometimes
referred to as a step acquisition) to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values (or other amounts determined in accordance with
SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the
noncontrolling interest in the acquiree at fair value will result in recognizing
the goodwill attributable to the noncontrolling interest in addition to that
attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, "Accounting for
Income Taxes," to require the acquirer to recognize changes in the amount of its
deferred tax benefits that are recognizable because of a business combination
either in income from continuing operations in the period of the combination or
directly in contributed capital, depending on the circumstances. It also amends
SFAS 142, "Goodwill and Other Intangible Assets," to, among other things,
provide guidance on the impairment testing of acquired research and development
intangible assets and assets that the acquirer intends not to use. SFAS 141(R)
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. We are currently assessing the potential impact that
the adoption of SFAS 141(R) could have on our financial statements.
In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in
Consolidated Financial Statements." SFAS 160 amends Accounting Research Bulletin
51, "Consolidated Financial Statements," to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. SFAS
160 also changes the way the consolidated income statement is presented by
requiring consolidated net income to be reported at amounts that include the
amounts attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated statement of income, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interest. SFAS 160 requires that a parent recognize a gain or
loss in net income when a subsidiary is deconsolidated and requires expanded
disclosures in the consolidated financial statements that clearly identify and
distinguish between the interests of the parent owners and the interests of the
noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods,
and interim periods within those fiscal years, beginning on or after December
15, 2008. We are currently assessing the potential impact that the adoption of
SFAS 141(R) could have on our financial statements.
19
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 2. STOCKHOLDERS' EQUITY
COMMON STOCK
The authorized common stock of the Company consists of 100,000,000 shares with
par value of $0.001. On April 17, 2007 the Company authorized and issued
2,000,000 shares of its $.001 par value common stock in consideration of $5,000
in cash.
On December 12, 2007 the Company initiated an SB-2 offering, selling 250,000
common shares at $0.10 per share, raising $25,000. On December 21, 2007 the
offering was completed. The 250,000 common shares were delivered December 31,
2007.
The authorized preferred stock of the Company consists of 5,000,000 shares with
a par value of $.001. The Company has no preferred stock issued or outstanding.
NET LOSS PER COMMON SHARE
Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER
SHARE." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 2,000,000 during 2007 and since inception.
As of December 31, 2007 and since inception, the Company had no dilutive
potential common shares.
20
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 3. INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. Per Statement of Accounting Standard No. 109 -
Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it
is more likely than not that a tax asset cannot be realized through future
income the Company must allow for this future tax benefit. We provided a full
valuation allowance on the net deferred tax asset, consisting of net operating
loss carryforwards, because management has determined that it is more likely
than not that we will not earn income sufficient to realize the deferred tax
assets during the carryforward period.
The components of the Company's deferred tax asset as of December 31, 2007 are
as follows:
2007
________
Net operating loss carryforward $ 3,191
Valuation allowance (3,191)
________
Net deferred tax asset $ 0
========
A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:
Since
2007 Inception
________ _________
Tax at statutory rate (35%) $ 3,191 $ 3,191
Increase in valuation allowance (3,191) (3,191)
________ ________
Net deferred tax asset $ 0 $ 0
======== ========
The net federal operating loss carry forward will expire in 2027. This carry
forward may be limited upon the consummation of a business combination under IRC
Section 381.
NOTE 4. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer or
resident agent of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors for the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interest. The Company has not formulated a policy for the
resolution of such conflicts.
The Company has incurred costs while seeking additional capital through a merger
with an existing company. An officer of the Company has advanced funds on behalf
of the Company to pay for these costs. These funds have been advanced interest
free. As of December 31, 2007, the Company owed officers $5,118.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of our disclosure controls and procedures, as such term
is defined under Rule 13a-15(e) promulgated under the 1934 Act or the 1934 Act.
Based on this evaluation, our principal executive officer and our principal
financial officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this annual report.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in 1934 Act
Rule 13a-15(f). Under the supervision and with the participation of our
management, including our President and Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in INTERNAL
CONTROL - INTEGRATED FRAMEWORK issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the
framework in INTERNAL CONTROL -- INTEGRATED FRAMEWORK, our management concluded
that our internal control over financial reporting was effective as of December
31, 2007.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting during
our most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Teen Education Group, Inc.
We have audited Teen Education Group, Inc.'s internal control over
financial reporting as of December 31, 2007, based on criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria). Teen Education
Group, Inc.'s management is responsible for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying
Management's Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the company's internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness
exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other
procedures as we consider necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed
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. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
22
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, Teen Education Group, Inc. maintained, in all material
respects, effective internal control over financial reporting as of December 31,
2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the balance sheets as of
December 31, 2007 and 2006, and the related statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2007 of Teen Education Group, Inc. and our report dated March
14, 2008 expressed a qualified opinion on matters other than those involving
controls and procedures.
Very truly yours,
/s/ KYLE L. TINGLE, CPA
________________________
Kyle L. Tingle, CPA
ITEM 9B. OTHER INFORMATION.
We have no information that we would have been required to disclose in a
report on Form 8-K during a fourth quarter of the year covered by this Form
10-K.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
The members of our Board of Directors serve until the next annual meeting
of the stockholders, or until their successors have been elected. The officers
serve at the pleasure of the Board of Directors. Information as to our current
sole director and executive officer of the Company is as follows:
Name Ages Position
Robert L. Wilson 39 President, Chief Executive Officer,
70707 Frank Sinatra Drive Secretary, Treasurer, Chief
Unit 59 Financial Officer and Director
Rancho Mirage, CA 90067
Robert L. Wilson's background information is as follows:
Innovation Treatment Centers, Inc.
1991-Present-Assistant Administrator/CFO/Child Care Worker
Duties include Board of Directors Meetings, cash disbursements, receipt
journals, set up computer programs, purchases, setting up and preparing books
through financial statements for the Board of Directors and Auditor, staff
scheduling, hiring, training and terminating staff, evaluate staff, preparing
23
time cards, interact with residents, staff and family members, conduct milieu
group therapy, supervise child related expenditures, coordinate recreational
activities, attend IEPs, consult with therapists, social workers, psychiatrists,
and licensing, coordinate family visits, organize medication trainings with
pharmacy. Ensure that treatment and maintenance of facility adheres to and
exceeds all standards as set forth by ITC and Title XXII and contractual
obligations. Monitor log entries and incident reports. Oversee maintaining the
building and grounds and equipment.
FEMA
2003-Present-Administrative Officer- Duties payroll paperwork and employee
paperwork are done correctly and turned in to the proper departments, coordinate
staff and deploy accordingly, logistical support, handle arrangements for
lodging, food travel, vehicles and supplies. Interact with other agencies local,
state and federal. Supervise team and make sure that everyone is safe and
accounted for all personnel.
Wilson Schools
2002-2005-Administration/Accountant- Duties include preparing financials,
supervising staff, interact with students, prepare work schedules, prepare
billing paperwork, prepare payroll, hire employees, file paperwork with state
agencies, employee evaluations, staff trainings.
Officers and directors may be deemed parents and promoters of the Company
as those terms are defined by the Securities Act of 1933, as amended. All
directors hold office until the next annual stockholders' meeting or until their
death, resignation, retirement, removal, disqualification, or until their
successors have been elected and qualified. Our officers serve at the will of
the Board of Directors.
There are no agreements or understandings for any officer or director of
the Company to resign at the request of another person and Robert L. Wilson is
not acting on behalf of or will act at the direction of any other person.
We have checked the box provided on the cover page of this Form to indicate
that there is no disclosure in this form of reporting person delinquencies in
response to Item 405 of Regulation S-B.
Board Meeting.
Our board held four (4) meetings during the period covered by this annual
report.
Audit Committee.
Our board of directors has not established an audit committee. In addition,
we do not have any other compensation or executive or similar committees. We
will not, in all likelihood, establish an audit committee until such time as the
Company generates a positive cash flow of which there can be no assurance. We
recognize that an audit committee, when established, will play a critical role
in our financial reporting system by overseeing and monitoring management's and
the independent auditors' participation in the financial reporting process. At
such time as we establish an audit committee, its additional disclosures with
our auditors and management may promote investor confidence in the integrity of
the financial reporting process.
Until such time as an audit committee has been established, the full board
of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or
supplemented.
Code of Ethics.
We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer and persons
performing similar functions. The code of ethics will be posted on the investor
24
relations section of the Company's website in the event that we have a website.
At such time as we have posted the code of ethics on our website, we intend to
satisfy the disclosure requirements under Item 10 of Form 8-K regarding an
amendment to, or waiver from, a provision of the code of ethics by posting such
information on the website.
ITEM 11. EXECUTIVE COMPENSATION.
None of the our officers and/or directors receive any compensation for
their respective services rendered to the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until we
have generated revenues from operations after consummation of a merger or
acquisition. As of the date of this report, we have no funds available to pay
directors. Further, none of the directors are accruing any compensation pursuant
to any agreement with us.
We have not adopted any retirement, pension, profit sharing, stock option
or insurance programs or other similar programs for the benefit of our
directors, officers and/or employees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Security Ownership of Certain Beneficial Owners.
The following table sets forth the security and beneficial ownership for
each class of equity securities of the Company for any person who is known to be
the beneficial owner of more than five percent of the Company.
Name and
Address of Amount and
Beneficial Nature of Percent
Title of Class Owner Ownership (*) of Class
______________________________________________________________________
Common Robert L. Wilson 2,000,000 89%
70707 Frank Sinatra Drive
Unit 59
Rancho Mirage, CA 90067
Common All Officers and 2,000,000 89%
Directors as a Group
(one [1] individual)
(*) Record and Beneficial Ownership
The total of the Company's outstanding Common Stock are held by 26 persons.
(b) Security Ownership of Management.
The following table sets forth the ownership for each class of equity
securities of the Company owned beneficially and of record by all directors and
officers of the Company.
25
Name and
Address of Amount and
Beneficial Nature of Percent
Title of Class Owner Ownership (*) of Class
______________________________________________________________________
Common Robert L. Wilson 2,000,000 89%
70707 Frank Sinatra Drive
Unit 59
Rancho Mirage, CA 90067
Common All Officers and 2,000,000 89%
Directors as a Group
(one [1] individual)
(*) Record and Beneficial Ownership
(c) Ownership and Change in Control.
Each of the security ownership by the beneficial owners and by management
is also the owner of record for the like number of shares.
There are currently no arrangements that would result in a change in our
control.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit and Non-Audit Fees
Fiscal Year Ended
December 31, 2007
____________________________________________
Audit Fees $1,800
Audit Related Fees 0
Tax Fees 150
All Other Fees None
26
Pre Approval of Services by the Independent Auditor
The Board of Directors has established policies and procedures for the
approval and pre approval of audit services and permitted non-audit services.
The Board has the responsibility to engage and terminate the Company's
independent registered public accountants, to pre-approve their performance of
audit services and permitted non-audit services and to review with the Company's
independent registered public accountants their fees and plans for all auditing
services. All services provided by and fees paid to Kyle A. Tingle in 2007 were
pre-approved by the Board of Directors.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
There are no reports on Form 8-K incorporated herein by reference.
The following documents are filed as part of this report:
23.1 Consent of Kyle L. Tingle, CPA.
31.1 Certification of Chief Executive Officer.
31.2 Certification of Chief Financial Officer.
32.1 Section 906 Certification.
32.2 Section 906 Certification.
27
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this Form 10-KSB to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: April 29, 2008 TEEN EDUCATION GROUP, INC.
By: /s/ ROBERT L. WILSON
_____________________________________________
Robert L. Wilson
President (Principal Executive
Officer), Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: April 29, 2008 TEEN EDUCATION GROUP, INC.
By: /s/ ROBERT L. WILSON
_____________________________________________
Robert L. Wilson
Principal Financial Officer
28