Commission File No. 333-147045
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended: December 31, 2008
/ / 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.)
6767 Tropicana Avenue, Suite 207
Las Vegas, Nevada 89103
________________________________________ __________
(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 8, 2009, 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.
Generally
Teen was incorporated on April 16, 2007 in the State of Delaware.
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 proposed 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 proposed 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 current United States credit and financial crisis has had an adverse
effect on our ability to attract students.
4
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 recently 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. You may lose your entire investment due 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. 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 implement 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.
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 will require additional financing in order to establish profitable
operations. Such financing 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, 2008, we had cash of $833,
liabilities of $11,681 and our losses to that date totaled $40,848.
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. The current United States credit
and financial crisis has had an adverse effect on our ability to attract
students.
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.
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. There is no active trading market for our Common Stock and you may have no
ability to sell the shares.
There is no established public trading market for our shares of Common
Stock. 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 Common Stock you may be unable to sell them. Accordingly, you
should be able to bear the financial risk of losing your entire investment.
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.
15. Our Common Stock may be subject to significant restriction on resale due to
federal penny stock restrictions.
The Securities and Exchange Commission has adopted rules that regulate
broker or dealer practices in connection with transactions in penny stocks.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange
system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in any secondary market for our stock that becomes subject to
the penny stock rules, and accordingly, shareholders of our Common Stock may
find it difficult to sell their securities, if at all.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
We have no unresolved comments from the Staff of the Securities and
Exchange Commission.
ITEM 2. PROPERTIES.
We were located at 70707 Frank Sinatra Drive, Unit 59, Rancho Mirage,
California 92270. We now utilize the executive offices of our registered agent
at 6767 Tropicana Avenue, Suite 207, Las Vegas, Nevada 89103. This space is
provided to the Company by our resident agent on a rent free basis. We believe
that this arrangement will meet our needs for the foreseeable future.
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.
We have been assigned the trading symbol of TEDG. The shares of common
stock currently has a quote published in the OTC Bulletin Board System and there
is currently no best bid or best ask quoted on said system
There is no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue.
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
years ended December 31, 2007 and December 31, 2008, we have not had 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 attempting to establish 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. The current United States credit and financial crisis has had
an adverse effect on our ability to attract students.
We anticipate that our proposed instruction will 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 proposed 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.
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, 2008, we had cash of $833 and we had total
liabilities of $10,848 and we had a net worth of $10,848.
We have had no revenues from inception December 31, 2008. We have a loss
from inception through December 31, 2008 of $40,848.
We have officer's advances of $11,681 from inception to December 31, 2008.
Shell Issues.
On June 29, 2005, the Securities and Exchange Commission adopted final
rules amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents, the amendments prohibit the use of a From S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisor, under certain circumstances), and revise the Form 8-K to
require a shell company to include current Form 10 information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity. The rules are
designed to assure that investors in shell companies that acquire operations or
assets have access on a timely basis to the same kind of information as is
available to investors in public companies with continuing operations.
On February 15, 2008, the Securities and Exchange Commission adopted final
rules amending Rule 144 (and Rule 145) for shell companies like us. The
amendments currently in full force and effect provide that the current revised
holding periods applicable to affiliates and non-affiliates is not now available
for securities currently issued by either a reporting or non-reporting shell
company, unless certain conditions are met. An investor will be able to resell
securities issued by a shell company subject to Rule 144 conditions if the
reporting or non-reporting issuer (i) had ceased to be a shell, (ii) is subject
to the 1934 Act reporting obligations, (iii) has filed all required 1934 Act
reports during the proceeding twelve months, and (iv) at least 90 days has
elapsed from the time the issuer has filed the "Form 10 Information" reflecting
the fact that it had ceased to be a shell company before any securities were
sold Rule 144.
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, 2008
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.
We have audited the accompanying balance sheets of Teen Education Group, Inc. (A
Development Stage Enterprise) as of December 31, 2008 and 2007 the related
statements of operations, stockholder's deficit, and cash flows for the period
April 16, 2007 (inception) through December 31, 2008. 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, 2008 and 2007 and the results
of its operations and cash flows for period April 16, 2007 (inception) through
December 31, 2008, in conformity with U.S. generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has limited operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Kyle L. Tingle, CPA, LLC
February 24, 2009 Las Vegas, Nevada
12
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
December 31, December 31,
2008 2007
_____________ ____________
ASSETS
CURRENT ASSETS
Cash in Bank $ 833 $ 26,002
_____________ ____________
Total current assets $ 833 $ 26,002
_____________ ____________
Total assets $ 833 $ 26,002
============= ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 0 $ 0
Officers advances 11,681 5,118
_____________ ____________
Total current liabilities $ 11,681 $ 5,118
_____________ ____________
STOCKHOLDERS' DEFICIT
Preferred stock: $.001 par value;
authorized 5,000,000 shares; none issued or
outstanding at December 31, 2008 and
December 31, 2007 0 0
Common stock: $.001 par value;
authorized 100,000,000 shares; issued
and outstanding: 2,250,000 shares at
December 31, 2008 and December 31, 2007 2,250 2,250
Additional paid-in capital 27,750 27,750
Accumulated deficit during development stage (40,848) (9,116)
_____________ ____________
Total stockholders' deficit $ (10,848) $ (20,884)
_____________ ____________
Total liabilities and
stockholders' deficit $ 833 $ 26,002
============= ============
See Accompanying Notes to Financial Statements.
13
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
Apr. 16, 2007
Year Ended Year Ended (inception) to
December 31, December 31, December 31,
2008 2007 2008
____________ _____________ ____________
Revenues $ 0 $ 0 $ 0
Cost of revenue 0 0 0
____________ _____________ ____________
Gross profit $ 0 $ 0 $ 0
General, selling and
administrative expenses 31,732 9,118 40,850
____________ _____________ ____________
Operating loss $ (31,732) $ (9,118) $ (40,850)
Nonoperating income (expense) 0 2 2
____________ _____________ ____________
Net loss $ (31,732) $ (9,116) $ (40,848)
============= ============= ============
Net loss per share, basic
and diluted $ (0.01) $ (0.00)
============ =============
Average number of shares
of common stock outstanding 2,250,000 2,250,000
============ =============
See Accompanying Notes to Financial Statements.
14
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' DEFICIT
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, issue
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
Net loss, December 31, 2008 (31,732) (31,732)
-------------- ------------- ------------ -------------- -------------
Balance, December 31, 2008 2,250,000 $ 2,250 $ 27,750 $ (40,848) $ (10,848)
============== ============= ============ ============== =============
See Accompanying Notes to Financial Statements.
15
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
Apr. 16, 2007
Year Ended Year Ended (inception) to
December 31, December 31, December 31,
2008 2007 2008
____________ _____________ ____________
Cash Flows From
Operating Activities
Net loss $ (31,732) $ (9,116) $ (40,848)
Adjustments to reconcile net loss
to cash used in operating activities:
Changes in assets and liabilities 0 0 0
____________ _____________ ____________
Net cash used in
operating activities $ (31,732) $ (9,116) $ (40,848)
____________ _____________ ____________
Cash Flows From
Investing Activities $ 0 $ 0 $ 0
____________ _____________ ____________
Cash Flows From
Financing Activities
Issuance of common stock $ 0 $ 30,000 $ 30,000
Increase in officer advances 6,563 5,118 11,681
____________ _____________ ____________
Net cash provided by
financing activities $ 6,563 $ 35,118 $ 41,681
____________ _____________ ____________
Net increase (decrease)
in cash $ 25,169 $ 26,002 $ 25,169
Cash, beginning of period 26,002 0 $ 0
____________ _____________ ____________
Cash, end of period $ 833 $ 26,002 $ 833
============ ============= ============
Supplemental Information and Non-monetary Transactions:
Interest paid $ 0 $ 0 $ 0
============= ============= =============
Taxes paid $ 0 $ 0 $ 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, 2008 and 2007.
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," and
clarified by FASB Interpretation Number ("FIN") 48, "Accounting for Uncertainty
in Income Taxes - an interpretation of FASB Statement No. 109". Under Statement
109, a liability method is used whereby deferred tax assets and liabilities are
determined based on temporary differences between basis used for financial
reporting and income tax reporting purposes. Income taxes are provided based on
tax rates in effect at the time such temporary differences are expected to
reverse. A valuation allowance is provided for certain deferred tax assets if it
is more likely than not, that the Company will not realize the tax assets
through future operations. Deferred tax assets and liabilities are adjusted for
the effect of changes in tax laws and rates on the date of enactment. FAIR VALUE
OF FINANCIAL INSTRUMENTS Financial accounting Standards Statement No. 107,
"Disclosures about Fair Value of Financial Instruments", requires the Company to
disclose, when reasonably attainable, the fair market values of its assets and
liabilities which are deemed to be financial instruments. The Company's
financial instruments consist primarily of cash and certain investments.
17
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE INFORMATION
The Company computes per share information in accordance with SFAS No. 128,
"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 the net loss available to common shareholders by
the weighted average number of common shares outstanding during such 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. 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.
GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have cash, nor material
assets, nor does it have operations or a source of revenue sufficient to cover
its operation costs and allow it to continue as a going concern. The Company
will be dependent upon the raising of additional capital through placement of
our common stock in order to implement its business plan, or merge with an
operating company. There can be no assurance that the Company will be successful
in either situation which raises substantial doubt about the Company's ability
to continue as a going concern. The officers and directors have committed to
advancing certain operating costs of the Company.
RECENT ACCOUNTING PRONOUNCEMENTS
In May, 2008, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" (SFAS 163).
This Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. This Statement is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years, except for some disclosures about the
insurance enterprise's risk-management activities. This Statement requires that
disclosures about the risk-
18
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
management activities of the insurance enterprise be effective for the first
period (including interim periods) beginning after issuance of this Statement.
Except for those disclosures, earlier application is not permitted. The adoption
of this statement will have no material effect on the Company's financial
condition or results of operations.
In May, 2008, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (SFAS No. 162). This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). The sources of accounting principles1
that are generally accepted are categorized in descending order of authority as
follows:
a. FASB Statements of Financial Accounting Standards and Interpretations, FASB
Statement 133 Implementation Issues, FASB Staff Positions, and American
Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins
and Accounting Principles Board Opinions that are not superseded by actions of
the FASB
b. FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
and Accounting Guides and Statements of Position
c. AICPA Accounting Standards Executive Committee Practice Bulletins that have
been cleared by the FASB, consensus positions of the FASB Emerging Issues Task
Force (EITF), and the Topics discussed in Appendix D of EITF ABSTRACTS (EITF
D-Topics)
d. Implementation guides (Q&As) published by the FASB staff, AICPA Accounting
Interpretations, AICPA Industry Audit and Accounting Guides and Statements of
Position not cleared by the FASB, and practices that are widely recognized and
prevalent either generally or in the industry. The adoption of this statement
will have no material effect on the Company's financial condition or results of
operations.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161
applies to all derivative instruments and nonderivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42
of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161
requires entities to provide greater transparency through additional disclosures
about how and why an entity uses derivative instruments, how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and how derivative instruments and related hedged items
affect an entity's financial position, results of operations, and cash flows.
SFAS 161 is effective as of the beginning of an entity's first fiscal year that
begins after November 15, 2008. We do not expect that the adoption of SFAS 161
will have a material impact on our financial condition or results of operation.
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 $0.01 per share, raising $25,000. On December 21, 2007 the
offering was completed. The 250,000 common shares were delivered December 31,
2007.
PREFERRED STOCK
The authorized preferred stock of the Company consists of 5,000,000 shares with
a par value of $0.01. The Company has no preferred stock issued or outstanding
as of December 31, 2008 or December 31, 2007.
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 2,250,000 during 2008 and 2007. As of
December 31, 2008 and 2007 and since inception, the Company had no dilutive
potential common shares.
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.
20
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 3. INCOME TAXES (CONTINUED)
The components of the Company's deferred tax asset as of December 31, 2008 and
December 31, 2007 are as follows:
2008 2007
_____________ _____________
Net operating loss carryforward $ 14,297 $ 3,191
Valuation allowance (14,297) (3,191)
_____________ _____________
Net deferred tax asset $ 0 $ 0
============= =============
A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:
2008 2007 Since Inception
_____________ _____________ ______________
Tax at statutory rate (35%) $ 11,106 $ 3,191 $ 14,297
Increase in valuation allowance (11,106) (3,191) (14,297)
_____________ _____________ ______________
Net deferred tax asset $ 0 $ 0 $ 0
============= ============= ==============
The net federal operating loss carry forward will expire in 2027 and 2028. 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 agency 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. As of December 31, 2008 and December 31, 2007, the
company owed officers $11,681 and $5,118 respectively.
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.
We have had no changes in or disagreements with our accountants on
accounting and financial disclosures.
ITEM 9A. CONTROLS AND PROCEDURES.
Internal control over financial reporting refers to the process designed
by, or under the supervision of, our Chief Executive Officer and Chief Financial
Officer, and effected by our Board of Directors, management and other personnel,
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, and includes those policies and
procedures that:
o Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
o Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorization
of our management and directors; and
o Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisitions, use or disposition of our assets that
could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent limitations.
It is a process that involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. It also can be
circumvented by collusion or improper management override.
Because of such limitations, there is a risk that material misstatements
may not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process certain safeguards to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal
control over our financial reporting. To avoid segregation of duty due to
management accounting size, management had engaged an outside CPA to assist in
the financial reporting.
Management has used the framework set forth in the report entitled Internal
Control - Integrated Framework published by the Committee of Sponsoring
Organizations of the Treadway Commission, known as COSO, to evaluate the
effectiveness of our internal control over financial reporting. Based upon this
assessment, management has concluded that our internal control over financial
reporting was effective as of and for the year ended December 31, 2008.
We conclude that our internal control over financial reporting was
effective 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.
22
Changes in Internal Controls
There have been no changes in our internal controls over financial
reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
The Company is not an "accelerated filer" for the 2008 fiscal year because
it is qualified as a "small business issuer". Hence, under current law, the
internal controls certification and attestation requirements of Section 404 of
the Sarbanes-Oxley act will not apply to the Company. This Annual report on Form
10-K does not include an attestation report of our registered public accounting
firm regarding internal control over financial reporting. Management's report
was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit us to
provide only management's report in this Annual Report on Form 10-K.
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 40 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.
Board Meeting.
Our board held three (3) 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 Fiscal Year Ended
December 31, 2007 December 31, 2008
____________________________________________ _________________
Audit Fees $1,800 $2,000
Audit Related Fees 0 0
Tax Fees 150 200
All Other Fees None 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 2008 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-K to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: April 8, 2009 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 8, 2009 TEEN EDUCATION GROUP, INC.
By: /s/ ROBERT L. WILSON
_____________________________________________
Robert L. Wilson
Principal Financial Officer
28