~~UNITED~~U.S. ~~STATES~~SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~FOR~~For ~~THE FISCAL~~the ~~YEAR~~Fiscal ~~ENDED~~Year ~~DECEMBER~~Ended: December 31, ~~2011~~2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition~~Transition ~~period~~Period ~~from~~From ~~_______________~~______________ ~~to _______________~~to______________

Commission File ~~number:~~No. 000-54589

~~Awareness~~AWARENESS ~~for~~FOR ~~Teens~~TEENS, ~~Inc~~INC. (Exact ~~name~~Name of ~~registrant~~Small Business Issuer as ~~specified~~Specified in its ~~charter~~Charter)

Nevada		27-3103778
NEVADA		27-3103778
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer ~~identification~~Identification No.)

3416 Rollsreach Drive, San Diego, California		92111
(Address of principal executive offices)		(Zip code)

3416 Rollsreach Drive, San Diego, California 92111

(Address of principal executive offices) (Zip code)

Issuer's telephone number: (858)-560-0987

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)

~~Registrant’s~~Indicate ~~telephone~~by ~~number,~~check ~~including~~mark ~~area~~if ~~code:~~the ~~(858)~~registrant ~~560~~is a well-~~0987~~known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark ~~whether~~if the registrant ~~(1)~~is ~~has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or 15(d) of the ~~Exchange~~ Act ~~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 at least the past 90 days~~. Yes xo No ¨x

Indicate by check mark whether the ~~registrant~~Registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes o x No ¨x

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate aWeb ~~non-accelerated~~site, ~~filer~~if any, orevery aInteractive ~~smaller~~Data ~~reporting~~File ~~company~~required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. ~~See~~ ~~definitions~~232.405 of ~~“large~~this ~~accelerated~~chapter) ~~filer,”~~during ~~“accelerated~~the ~~filer”~~preceding ~~and~~12 ~~“smaller~~months ~~reporting~~(or ~~company”~~for insuch ~~Rule~~shorter ~~12b-2~~period ofthat the ~~Exchange~~registrant ~~Act~~was required to submit and post such files). Yes o No x

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~if ~~filer~~disclosure oof ~~Non~~delinquent filers pursuant to Item 405 of Regulation S-~~accelerated~~K ~~filer~~is onot ~~(Do~~contained herein, and will not ~~check~~be ifcontained, ato ~~smaller~~the ~~reporting~~best ~~company)~~of ~~Smaller~~the ~~reporting~~Registrant's ~~company~~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. x

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. ~~(as~~See ~~defined~~definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act). ~~Yes~~(Check ~~x No ¨~~one):

~~There~~Large ~~were~~accelerated ~~2,250,000 shares~~filer ofo ~~the~~Accelerated ~~Registrant’s~~filer ~~$0.001~~o ~~par~~Non-accelerated ~~value~~filer ~~common~~o ~~stock~~Smaller ~~outstanding~~reporting ascompany ofx ~~March~~(Do ~~13,~~not ~~2012.~~check if a smaller reporting company

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 o

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 fiscal quarter was $ 0.

As of December 31, 2012, and as of the date hereof, the Registrant had 2,250,000 shares of Common Stock, $.001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

TABLE OF CONTENTS

PART I

Item 1.	Our Business	3

Item 1A.	Risk Factors	5

Item 1B.	Unresolved Staff Comments	11

Item 2.	Properties	11

Item 3.	Legal Proceedings	11

Item 4.	Mine Safety Disclosures	11

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12

Item 6.	Selected Financial Data	15

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 8.	Financial Statements and Supplementary Data	19

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	20

Item 9A(T).	Controls and Procedures	20

Item 9B.	Other Information	21

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	22

Item 11.	Executive Compensation	23

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23

Item 13.	Certain Relationships and Related Transactions, and Director Independence	24

Item 14.	Principal Accountant Fees and Services	24

PART IV

Item 15.	Exhibits, Financial Statement Schedules	25

Signatures		26

PART I

~~Item~~FORWARD-LOOKING ~~1. Business.~~INFORMATION

All statements contained in this Form 10-K, other than statements of historical facts, which address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the words "believe," "anticipate," "expect" and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties that may cause actual results to differ materially.

Consequently, all of the forward-looking statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

As used in this Form 10-K, unless the context requires otherwise, "we" or "us" means Awareness for Teens, Inc.

ITEM 1. BUSINESS.

General

Awareness for Teens, Inc. (“Awareness”) was incorporated on April 28, 2010 in the State of Nevada.

Business of Issuer

Our business isplan tooriginally ~~provide~~contemplated aproviding financial literacy and a 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~~had believed that there iswas 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 no insight into the basic survival principals involved with earning, spending, saving and investing.~~

~~Should~~We ~~our~~had ~~business~~been ~~plan~~in bethe ~~successfully~~process ~~implemented~~of establishing ourselves as providing a financial literacy and money management educational program for teenagers for budgeting, wethe ~~may~~importance beof ~~expanding~~saving, bank accounts and services, establishing and maintaining credit, planning for college, buying a car, basic investing, with related ancillary topics and intended to earn our ~~operations~~revenues inby ~~the~~charging ~~south~~a ~~western~~fee ~~portion~~for ofindividuals ~~the~~to ~~United~~complete ~~States~~our training course. We ~~are~~Our marketing was directed toward the parents of teenagers who understand that many young people fail in the ~~organizational~~management ~~stage~~of ~~and~~the ~~have~~first ~~not~~consumer ~~yet~~credit ~~begun~~experience, ~~our~~establish ~~educational~~bad ~~operations~~financial management habits, and wefail ~~currently~~to ~~have~~take nodirection ~~revenues~~from ~~and~~their parents, who realize that it makes no ~~significant~~sense ~~assets~~for their teenager to learn by trial and error.

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. We intend to charge each student $500 for our services. 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 will 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 18 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.

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.

The Marketing

We will use a direct market approach. We intend to begin with a small number of students that will be drawn from the local high schools.

Awareness intends to use neighborhood and local newspaper print media to create interest in the company and to attract teenage students. These newspapers will usually provide a news story about the company if the company also places an advertisement in the paper. These genres of newspapers are usually free to the consumer and are distributed without cost in a targeted area. They are usually weekly or monthly or sporadic in distribution. Awareness will also place advertisements in school newspapers. In addition, notices on local bulletin boards in business establishments that provide for community notices will be posted. We intend to have a website - an internet presence to assist us in marketing our curriculum and to associate the name of the company to the service that we provide. We do not believe that the website will be an originating source to attract students to our business but may provide information to the consumer if aware of the website. We have not conducted any marketing research to obtain statistical data to develop a marketing plan; we intend to focus on this limited media promotion and our pricing to attract the parent and teenage student to the company and the selling ability of Maureen Cottrell if parents telephone Awareness for information.

We intend to design and build our website. The website will provide basic information and facts about the services we are offering. It will provide us with exposure to the general marketplace within our target market area. The website will have the facility for prospective students to contact us with questions and inquiries, and will eventually allow for on-line course registration.

Competition and Competitive Strategy

Secondary education (final stage of compulsory education) in California is mandatory to the age 18, with a limited number of specified statutory exceptions, and the schools that do provide secondary education do provide limited general training and instructions to its students in various classes relating to investments, financial planning and personal wealth management. We compete with traditional public and private two-year and four-year colleges, other for-profit schools and alternatives to higher education (vocational skill schools and government military schools). Public colleges may offer programs similar to those of Awareness at a lower tuition level as a result of government subsidies, government and foundation grants, tax-deductible contributions and other financial sources not available to proprietary institutions. These competitors may also provide general training and instructions to all social and economic demographics. In addition, we anticipate the possible integration of new or changed curricular by our competitors that will provide additional competition for us. Our competitors in both the public and private sectors have substantially greater financial and other resources than we do.

Further, the financial educational seminar industry is highly competitive. Awareness’s market in which it will operate is fragmented and decentralized with low barriers to entry. Our competitors include other companies and individuals who promote and conduct seminars and provide products on topics relating to investments, financial planning and personal wealth management.

Presently there is very little general training and instruction available or applicable for and specifically designed for the targeted teenagers living within the higher social economic or higher net worth demographics. We have been informed and believe that in addition to schools, banks and brokerage firms do provide personal financial training for free or at a very low cost. The providers of these services usually direct their efforts to only narrow areas that may be beneficial to them.

~~Competition~~During the last quarter of 2012, we faced substantial competition, which we could not overcome, from ~~Other~~courses ~~Educational~~in ~~Institutions~~public and private high schools, colleges, other for-profit schools and alternatives to higher education (vocational skill schools and government military schools). This competition, together with past economic financial crisis that still was in recovery in the San Diego area of California, had an adverse effect on our ability to attract students, notwithstanding our marketing attempts.

~~While~~We ~~Awareness’s~~are ~~course~~currently ~~material~~inactive ~~presented~~and towe ~~our~~may ~~students~~remain ~~may~~inactive beuntil ~~fully~~such ~~protected~~time byas ~~intellectual~~the ~~property~~environment ~~laws,~~for our ~~course~~services ~~concept will not~~change. ~~Consequently,~~ ~~other~~We ~~financial~~will ormost ~~educational~~likely ~~institutions,~~seek ~~based~~out ~~upon~~other ~~any~~business ~~success~~opportunities ~~Awareness~~which ~~may~~will ~~enjoy~~result in ~~its~~a ~~educational~~change ~~material~~of ~~presentation,~~our ~~may~~original ~~decide~~goals ~~to offer similar course material based on Awareness’s model. These financial or educational institutions have greater resources than Awareness,~~ and ~~as such will be able to compete successfully against Awareness~~objectives. ~~We may not be able to survive in the educational marketplace against such competition.~~

~~Dependence~~Current ~~on One or a Few Major Customers~~Status

~~This~~As ~~business~~of isthe ~~not~~date ~~the~~hereof, ~~type~~we ofcan ~~business~~be ~~that~~defined isas a "shell" company, an entity which is generally described as having no or ~~can~~nominal ~~be,~~operations ~~dominated~~and bywith ~~one~~no or anominal ~~small~~assets ~~number~~or assets consisting solely of ~~customers~~cash and cash equivalents. As a shell company, our sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.

~~Patent~~Also, ~~Trademark~~as of the date hereof, ~~License~~based &upon ~~Franchise~~our ~~Restrictions~~proposed future business activities, we may also be deemed a "blank check" company. The Securities and ~~Contractual~~Exchange ~~Obligations~~Commission &definition ~~Concessions~~of such a company as a development stage company that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person and is issuing "penny stock."

~~There~~A ~~are~~"penny nostock" ~~inherent~~security ~~factors~~is any equity security other than a security (i) that is a reported security (ii) that is issued by an investment company (iii) that is a put or ~~circumstances~~call ~~associated~~issued ~~with~~by the ~~educational~~Option ~~trading~~Clearing ~~services~~Corporation (iv) that wehas ~~plan~~a toprice ~~provide~~of ~~that~~$5.00 ~~would~~or ~~give~~more ~~cause~~(except for ~~any~~purposes ~~patent~~of Rule 419 of the Securities Act of 1933, ~~trademark~~as oramended) ~~license~~(v) ~~infringements~~that oris ~~violations. Awareness~~registered ~~has~~on ~~also~~a ~~not~~national ~~entered~~securities ~~into~~exchange ~~any~~(vi) ~~franchise~~that ~~agreements~~is orauthorized for quotation on the Nasdaq Stock Market, unless other ~~contracts~~provisions ~~that~~of ~~have~~the ~~given~~defining rule are not satisfied, or ~~could~~(vii) ~~give~~that ~~rise~~is toissued ~~obligations~~by oran ~~concessions. Our~~issuer ~~course~~with ~~materials~~(a) net tangible assets in excess of $2,000,000, ~~where~~if ~~applicable~~in continuous operation for more than three years or $5,000,000 ~~will~~if bein ~~fully~~operation ~~protected~~for byless ~~copyright~~than three years or (b) average revenue of at least $6,000,000 for the last three years.

~~Existing~~We have elected to become a reporting company on a voluntary basis because the primary attraction of the Company as a merger partner or ~~Probable~~acquisition ~~Government~~vehicle ~~Regulations~~will be because of our status as a public company. In addition, we became a reporting company to enhance investor protection and to provide information if a trading market commences. Only those companies that report their current financial information to the Securities and Exchange Commission, banking, or insurance regulators are permitted to be quoted in the OTC Bulletin Board System.

~~There~~We ~~are~~had nobeen ~~other~~assigned ~~types~~the trading symbol of ~~government~~AFTN ~~regulations~~for ~~existing~~the orOTC ~~being~~Bulletin ~~contemplated~~Board System on June 26, 2012. On August 2, 2012, it was determined that ~~would~~we ~~adversely~~were ~~affect~~not ~~Awareness’s~~eligible ~~ability~~for quotation on the OTC Bulletin Board System due to ~~operate~~trading inactivity. We intend to contact a market maker to again sponsor or quote our stock on the OTC Bulletin Board System. 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.

Research and Development Activities and Costs

Awareness has no plans to undertake any research and development activities.

Employees

Awareness’s only employee at the present time is Maureen Cottrell and we are dependent on her. We rely on her entrepreneurial skills and experience to implement our business plan. Maureen Cottrell is responsible for all planning, developing and operational duties, and will continue to do so throughout the early stages of our growth.

We have no intention of hiring further employees until the business has been successfully launched and we have sufficient, reliable tuition revenue flowing into Awareness from our educational operations. We believe that we will be able to secure guest lectures from financial instructions such as banks and brokerage firms and local accountants and attorneys at no cost. Subject to their business schedule, these guest lecturers are available as they provide the financial institutions, providers of services and themselves with the ability to market their business, create a firm brand to the parents and boost client referrals and uncover potentially new clients. Maureen Cottrell will also act as a classroom instructor, as needed, and do whatever work is necessary to bring our business to the point of being in positive cash flow. We do not expect to hire any other employees within the first year of operation.

~~The~~ITEM ~~Curriculum~~1A. RISK FACTORS.

~~Awareness~~Our ~~has~~business ~~developed~~is ansubject ~~outline that will be the basis for the curriculum for use in its early sessions. Of particular importance~~ to ~~Awareness~~numerous ~~will~~risk ~~be the student response and input to its curriculum material. We intend to conduct these early sessions on an interactive basis with our students~~factors, ~~carefully~~including ~~noting student responses to~~ the curriculum material such as comprehension, interest, clarity of presentation, order of curriculum format, and ability of students to absorb material presented. Subsequent curriculum development will be based to a great extent upon the student response and input received regarding our initial curriculum material and their suggestions for effective delivery modes.following:

A1. ~~general~~We ~~outline~~have ofhad ~~our~~no ~~initial~~operating ~~curriculum~~history isnor ~~set~~any ~~out~~revenues ~~below. It~~or ~~will~~earnings ~~consist~~from ofoperations 18and ~~hours~~we ofare ~~classroom instruction~~insolvent. ~~This outline presently consists of three parts:~~

~~Part~~We ~~One~~have –no ~~The~~assets ~~Fundamentals~~or ~~(approximately~~financial ~~eight~~resources. ~~hours)~~We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate such a business combination.

~~Money~~Our auditor's going concern opinion and ~~Money~~the ~~Management~~notation in the financial statements indicate that we do not have significant cash or other material assets and that we are relying on advances from stockholders, officers and directors to meet our limited operating expenses. We are insolvent in that we are unable to pay our debts in the ordinary course of business as they become due.

~~Basics~~2. Our proposed plan of ~~Budgeting~~operation is speculative.

~~Savings~~The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and ~~Checking~~management ~~Accounts~~of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

~~Using~~3. ~~Credit~~We ~~Cards~~face ~~and~~intense ~~the~~competition ~~Cost~~for ofbusiness ~~Borrowing~~opportunities and combinations.

~~Responsible~~We ~~Borrowing~~are and ~~Maintaining~~will ~~Good~~continue ~~Credit~~to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital and hedge fund firms, are active in mergers and acquisitions of companies that may be our desirable target candidates. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we have and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.

Part Two – The Next Step (approximately eight hours)

Living Within your Means

Savings and Paying for College

Buying a Car-Auto Finance

Renting an Apartment

Responsible Use of Credit

Part Three – “Old Folks” (approximately two hours)

Banking and Credit Essentials

Buying a Home

The Small Business

Investing for the Future

Plans for Retirement

During the first year of operations, we will concentrate our efforts exclusively on obtaining our teenager students in the more affluent cities and communities within the County of San Diego, California. Initially, we intend to concentrate in northern San Diego which includes the La Jolla area (an affluent section of northern San Diego). As we gain experience, and develop sufficient revenues from sales, we may consider expanding our business within the region and possibly to other locations within the south western United States.

~~Item~~4. 1We ~~A. Risk~~have ~~Factors~~no agreements for a business combination or other transaction and have established no standards for a business combination.

~~Prior~~We have no arrangement, agreement or understanding with respect to ~~investing~~engaging in ~~the~~a ~~shares~~merger with, joint venture with or acquisition of, a ~~prospective~~private ~~investor~~or ~~should~~public ~~consider~~entity. ~~carefully~~There ~~the~~can ~~following~~be ~~risks~~no assurance that we will be successful in identifying and ~~highly~~evaluating ~~speculative~~suitable ~~factors~~business ~~that~~opportunities ~~may~~or ~~affect~~in concluding a business combination. Management has not identified any particular industry or specific business within an industry for our evaluation. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. ~~Prospective~~ ~~investors~~We ~~should~~have ~~carefully~~not ~~consider~~established a specific length of operating history or a specified level of earnings, ~~among~~assets, net worth or other ~~factors~~criteria which it will require a target business opportunity to have achieved, ~~the~~and ~~following:~~without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

15. As aOur ~~start-up~~success oris ~~development~~dependent ~~stage~~on ~~company,~~management ~~our~~that ~~business~~has ~~and~~other ~~prospects~~full ~~are~~time ~~difficult~~employment, tohas ~~evaluate~~limited ~~because~~experience ~~we have no operating history~~ and ~~our~~will ~~business~~only ~~model~~devote islimited ~~evolving,~~part antime ~~investment~~working infor usthe isCompany ~~considered~~that amakes ~~high~~our ~~risk~~future ~~investment~~even ~~whereby~~more ~~you could lose your entire investment~~uncertain.

We have ~~just~~not ~~commenced~~entered ~~operations~~into ~~and, therefore, we are considered~~ a ~~"start-up"~~written oremployment ~~"development~~agreement ~~stage"~~with ~~company. We~~our ~~have~~officers ~~not yet owned~~ and~~/or~~ ~~operated~~directors and~~/or~~ ~~provided~~none ~~any~~is ~~educational~~expected ~~services. We will incur significant expenses~~ in ~~order~~the toforeseeable ~~implement~~future. ~~our~~We ~~business~~have ~~plan. As~~not anobtained ~~investor,~~key ~~you~~man ~~should~~life beinsurance ~~aware~~ of ~~the~~our ~~difficulties,~~officers ~~delays~~or ~~and~~directors. ~~expenses~~Notwithstanding ~~normally~~the ~~encountered~~combined bylimited anexperience ~~enterprise~~and intime ~~its~~commitment ~~development stage, many~~ of ~~which are beyond our control~~management, ~~including~~the ~~unanticipated~~loss ~~developmental~~of ~~expenses,~~the ~~and~~services ~~advertising~~of ~~and~~Maureen ~~marketing~~Cottrell ~~expenses. We~~would ~~cannot~~adversely ~~assure~~affect ~~you~~development ~~that~~of our ~~proposed~~ business ~~plan~~and asour ~~described~~likelihood inof ~~this~~continuing ~~prospectus will materialize or prove successful, or that we will ever be able to operate profitably~~operations. ~~If we cannot operate profitably, you could lose your entire investment.~~

~~We face the challenge of successfully implementing our business plan~~6. ~~There~~ ~~is,~~The ~~therefore,~~reporting ~~nothing~~requirements atunder ~~this~~federal ~~time~~securities onlaw ~~which~~may todelay ~~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~~prevent ~~operations~~us ~~commence. You~~from ~~may~~making ~~lose~~certain ~~your entire investment do to our lack of experience~~acquisitions.

~~Our~~Sections ~~plan~~13 and 15(d) of ~~operation~~the isSecurities ~~our~~Exchange ~~best~~Act ~~estimate~~of ~~and~~1934, ~~analysis~~as ofamended, (the ~~potential~~"1934 ~~market~~Act"), ~~opportunities~~require ~~and~~companies ~~difficulties~~subject ~~that~~thereto weto ~~face. There~~provide ~~can~~certain beinformation noabout ~~assurances~~significant ~~that~~acquisitions, ~~the~~including ~~underlying~~certified ~~assumptions~~financial ~~accurately~~statements ~~reflect~~for ~~our~~the ~~opportunities~~company ~~and~~acquired, ~~potential~~covering ~~for~~one, ~~success. Competition~~two, ~~for~~or three years, depending on the ~~delivery~~relative size of ~~education~~the ~~skills~~acquisition. isThe ~~intense,~~time and ~~with~~additional ~~other~~costs ~~economic~~that ~~forces,~~may ~~this~~be ~~makes~~incurred ~~forecasting~~by some target entities to prepare such statements may significantly delay or essentially preclude consummation of ~~revenues~~an ~~and~~otherwise ~~costs~~desirable ~~difficult~~acquisition ~~and~~by ~~unpredictable~~the Company. If ~~our~~Acquisition ~~estimates~~prospects ~~and~~that ~~analysis~~do isnot ~~incorrect,~~have ~~you~~or ~~could~~are ~~lose~~unable ~~your~~to ~~entire~~obtain ~~investment~~the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

~~2. Our~~In ~~working~~addition ~~capital~~to the audited financial statements, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we will be ~~limited~~required to include that information that is normally reported by a company in a Form 10. The time and additional costs that may be incurred by some target entities to prepare and disclose such information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company.

We7. ~~will~~The ~~need~~Investment ~~additional~~Company ~~capital~~Act toof ~~fund~~1940 ~~our~~creates ~~operations~~a ~~and~~situation ~~finance~~wherein ~~future growth, and~~ we ~~may~~would ~~not~~ be ~~able~~required to ~~obtain~~register itand oncould ~~terms~~be ~~acceptable~~required to usincur orsubstantial atadditional ~~all. This~~costs ~~will impede our growth~~ and ~~operating results~~expenses.

~~3. We~~Although ~~expect~~we will be subject to ~~incur~~regulation ~~losses~~under inthe 1934 Act, management believes the ~~future~~Company ~~and~~will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combination that results in us holding passive investment interests in a ~~result~~number of entities, we could be subject to regulation under the ~~value~~Investment Company Act of ~~our~~1940. ~~shares~~In ~~and~~such ~~our~~event, ~~ability~~we would be required to ~~raise~~register ~~additional~~as ~~capital~~an ~~may~~investment ~~adversely~~company ~~affect~~and ~~our~~could ~~ability~~be expected to ~~sustain~~incur ~~growth~~significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our ~~operations~~Company ~~may~~under ~~suffer~~the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.

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 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.

48. ~~Awareness’s~~ ~~business~~Our ~~model~~present ismanagement ~~unproven. Thus~~most itlikely iswill ~~difficult~~not ~~for~~remain anafter ~~investor~~we tocomplete ~~determine~~a ~~the~~business ~~likelihood of success or risk to his investment~~combination.

~~Awareness~~A ~~was~~business ~~formed~~combination oninvolving ~~April~~the 28issuance of our Common Stock will, ~~2010~~in all likelihood, result in the shareholders of a private company obtaining a controlling interest in us. As Any such business combination may require our management to sell or transfer all or a portion of the ~~date~~Company’s ~~hereof,~~Common weStock doheld ~~not~~and/or ~~have~~resigns ~~any~~as ~~revenues~~a member of the Board of Directors. We doThe ~~not~~resulting ~~expect~~change toin ~~have~~our ~~revenues~~control ~~until~~could ~~after~~result ~~June~~in ~~2012~~removal of one or more present officers and directors and a corresponding reduction in or elimination of any participation in our future affairs.

~~Due~~9. toAt ~~our lack of operating history,~~ the ~~revenue~~time ~~and income potential of our business is unproven. If~~ we ~~cannot~~do ~~successfully~~any ~~implement our~~ business ~~strategies of creating and marketing of an educational curriculum to teach personal financial management skills to teenagers~~combination, weeach ~~may~~shareholder ~~not~~will bemost ~~able~~likely tohold ~~generate sufficient revenues to operate profitably. Consequently our investors may lose~~ a ~~substantial~~substantially ~~portion~~lesser ofpercentage orownership ~~their~~in ~~entire~~the ~~investment~~Company.

~~5. We~~Our ~~face~~current ~~strong~~primary ~~competition~~plan of operation is based upon a business combination with a private concern that, in all likelihood, would result in the ~~secondary~~Company issuing securities to shareholders of any such private company. The issuance of our previously authorized and ~~post-secondary~~unissued ~~educational~~Common Stock would result in reduction in percentage of shares owned by our present and ~~seminar~~prospective ~~industry~~shareholders and may result in a change in our control or in our management.

~~Secondary education in California is mandatory to the age 18 and these schools provide training and instructions relating to investments, financial planning and personal wealth management~~10. We ~~will~~As ~~also compete with traditional public and private two-year and four-year colleges. We anticipate that the schools may provide new or changed~~ a ~~curricula~~shell ~~that will provide additional competition for us. Our competitors include other companies and individuals who promote and conduct seminars and provide products on topics relating to investments~~company, ~~financial~~we ~~planning~~face ~~and~~substantial ~~personal~~additional ~~wealth~~adverse ~~management. Other competition comes from financial institutions that provide training and instructions for free or at a nominal cost. The educational and seminar~~ business ~~is fragmented~~ and ~~decentralized~~legal ~~with low barriers to entry~~consequences. ~~Our competitors in both the public and private sectors have substantially greater financial and other resources than we do. Strong competition could adversely affect our business.~~

6. We ~~are~~may enter into a ~~"shell~~business ~~company"~~combination ~~and~~with asan ~~such~~entity wethat ~~are~~desires ~~subject~~to establish a public trading market for its shares. A business opportunity may attempt to ~~short-term~~avoid ~~prospects~~what it deems to ~~implement~~be ~~our~~adverse consequences of undertaking its own public offering by seeking a business ~~plan~~combination ~~and~~with ~~could~~us. ~~result~~Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in asuch an offering, loss of ~~your~~voting ~~entire~~control ~~investment~~to public shareholders and the inability or unwillingness to comply with various federal and state laws enacted for the protection of investors.

~~The~~On June 29, 2005, the Securities and Exchange Commission ~~("SEC")~~ adopted ~~Rule~~final ~~405~~rules ofamending the ~~Securities~~Form ~~Act~~S-8 and ~~Rule~~the ~~12b~~Form 8-2K offor ~~the~~shell ~~Exchange~~companies ~~Act~~like ~~which~~us. ~~defines~~The aamendments ~~shell~~expand ~~company~~the asdefinition of a ~~registrant~~shell ~~that~~company ~~has~~to nobe orbroader ~~nominal~~than ~~operations,~~a ~~and~~company ~~either~~with ~~(a)~~ no or nominal operations/assets; ~~(b)~~or assets consisting ~~solely~~ of cash and cash equivalents;, orthe ~~(c)~~amendments ~~assets~~prohibit ~~consisting~~the use of ~~any~~a ~~amount~~From ofS-8 ~~cash~~(a ~~and~~form ~~cash~~used ~~equivalents~~by ~~and~~a ~~nominal~~corporation ~~other~~to ~~assets. Our~~register ~~balance~~securities ~~sheet~~issued ~~states~~to ~~that~~an weemployee, ~~have~~directors, ~~cash~~officer, ~~and~~consultant ~~minimal~~or ~~assets;~~advisor), ~~therefore~~under certain circumstances, weand ~~are~~revise ~~defined~~the asForm 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. This initial filing is within four days of the acquisition. The ~~rules~~Form do8-K ~~not~~filing ~~prevent~~may usbe ~~from~~reviewed ~~registering~~by the Securities and Exchange Commission and the prospects of certain disclosures or review or the lack of the ability to issue securities ~~pursuant~~using a Form S-8 may delay the consummation of a business combination because of the target entities inability to ~~registration~~comply ~~statements~~with various federal and state laws enacted for the protection of investors or the unwillingness to assume the significant costs of compliance.

~~SEC adopted a new Rule 144 effective February 15, 2008, which makes resales of restricted securities by shareholders of a shell company more difficult~~11. ~~See~~ ~~discussion~~The inrequirement ~~Risk Factors titled “Shareholders who hold unregistered shares~~ of ~~our~~audited ~~common~~financial ~~stock~~statements ~~are~~may ~~subject~~disqualify tobusiness ~~resale restrictions pursuant to Rule 144, due to our status as a “shell company~~opportunities.”

~~7. Awareness~~Our ~~shareholders’~~management ~~investment~~believes ~~will~~that beany ~~illiquid~~potential ~~due~~business toopportunity amust ~~lack~~provide audited financial statements for review, for the protection of aall ~~public~~parties ~~trading~~to ~~market~~the ~~and~~business ~~thus~~combination. ~~our~~One ~~shareholders~~or ~~may~~more ~~not~~attractive bebusiness ~~able~~opportunities may choose to ~~recover~~forego ~~all~~the possibility of ~~their~~a ~~investment~~business incombination ~~Awareness~~with us, rather than incur the expenses associated with preparing audited financial statements.

There is presently no public trading market for our common stock, and it is unlikely that an active public trading market can be established or sustained in the foreseeable future. Even if a public market were to develop, our shareholders may never realize any value from their investment in our stock. We intend to have our common stock quoted on the OTC Bulletin Board as soon as practicable. However, there can be no assurance that our shares will be quoted on the OTC Bulletin Board. Until there is an established trading market, holders of our common stock may find it difficult to sell their stock or to obtain accurate quotations for the price of the common stock. If a market for our common stock does develop, our stock price may be volatile.

812. ~~Shareholders~~ ~~who~~Our ~~hold~~sole ~~unregistered~~officer ~~shares~~and ofdirector is ~~our~~the ~~common~~principal ~~stock~~shareholder ~~are~~and ~~subject~~will tobe ~~resale~~able ~~restrictions~~to ~~pursuant~~approve toall ~~Rule~~corporate ~~144,~~actions ~~due~~without toshareholder ~~our~~consent ~~status~~and aswill acontrol ~~“shell~~our ~~company~~Company.”

~~Pursuant~~Our toprincipal ~~Rule~~shareholder, ~~144~~Maureen ~~of the Securities Act~~Cottrell, wecurrently ~~are~~owns aapproximately ~~“shell~~89% ~~company.” As such, sales~~ of our ~~unregistered~~Common ~~securities~~Stock. ~~pursuant~~She towill ~~Rule 144 are not able to be made until (1) we~~ have ~~ceased~~significant toinfluence beover aall ~~“shell~~matters ~~company;~~requiring ~~(2)~~approval weby ~~are subject to Section 13 or 15(d) of the Exchange Act and have filed all of~~ our ~~required~~shareholders, ~~periodic~~but ~~reports~~not ~~for~~requiring ~~at least~~ the ~~previous~~approval ~~one year period prior to any sale pursuant to Rule 144; and a period~~ of ~~at least twelve months has elapsed from~~ the ~~date~~minority ~~“Form 10 information” has been filed with the Commission reflecting the company’s status as a non-“shell company~~shareholders.~~” Because~~ ~~none~~In ~~of our non-registered securities can be sold pursuant to Rule 144~~addition, ~~until~~she atwill ~~least one year after we cease to~~ be aable ~~“shell company,” any non-registered securities we sell in the future or issue~~ to ~~consultants~~elect orall ~~employees,~~of ~~in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with~~ the ~~SEC~~members ~~and/or until a year after we cease to be a “shell company” and have complied with the other requirements~~ of ~~Rule 144, as described above. As a result, it may be harder for us to fund~~ our ~~operations~~board ~~and pay our consultants with our securities instead~~ of ~~cash. Furthermore~~directors, itallowing ~~will~~them ~~be harder for us~~ to ~~raise~~exercise ~~funding~~significant ~~through~~control ~~the sale~~ of ~~debt~~our oraffairs ~~equity~~and ~~securities~~management. ~~unless~~In ~~we agree to register such securities with the SEC~~addition, ~~which~~she ~~could~~may ~~cause~~transact usmost tocorporate ~~expend~~matters ~~additional~~requiring ~~resources~~shareholder inapproval ~~the~~by ~~future. Our~~written ~~status~~consent, aswithout a ~~“shell~~duly-noticed ~~company” could prevent us from raising additional funds, engaging consultants,~~ and ~~using~~duly-held ~~our~~meeting ~~securities to pay for any acquisitions (although none are currently planned), which could cause the value~~ of ~~our securities, if any, to decline in value or become worthless~~shareholders.

913. ~~Awareness’s~~ ~~auditor~~There ~~has~~is ~~expressed~~no ~~doubts~~active astrading tomarket for our ~~ability~~Common toStock ~~continue~~and asyou amay ~~going~~have ~~concern~~no ability to sell the shares.

InThere ~~the~~is ~~opinion~~no ofestablished public trading market or market maker for our ~~auditor~~securities. There can be no assurance that a market for our common stock will be established or that, ~~since~~if weestablished, ~~have~~a ~~not~~market ~~generated~~will ~~revenue~~be ~~from~~sustained. ~~operations~~Therefore, itif ~~raises~~you ~~substantial~~purchase ~~doubt~~our ~~about~~securities ~~Awareness’s~~you ~~ability~~may be unable to ~~continue~~sell asthem. Accordingly, you should be able to bear the financial risk of losing your entire investment. We plan to seek a ~~going~~listing ~~concern~~on the OTC Bulletin Board. We will contact a market maker to seek the listing on our behalf.

10Only market makers can apply to quote securities. ~~Awareness’s~~ ~~curriculum~~Market ~~material~~makers ~~may~~who ~~not~~desire beto ~~sufficient~~initiate quotations in the OTC Bulletin Board system must complete an application (Form 211) and by doing so, will have to ~~ensure~~represent ~~Awareness’s~~that ~~success~~it inhas ~~its~~satisfied ~~intended~~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 ~~resulting~~makers from accepting any remuneration in return for quoting issuers' securities on the ~~termination~~OTC Bulletin Board or any similar medium. We intended to be subject to the reporting requirements of ~~Awareness’~~the 1934 Act and, as such, we may be deemed compliant with Rule 15c2-11. The FINRA will review the market maker's ~~operations~~application and aif ~~loss~~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 FINRA, the Securities and Exchange Commission or any state securities commission has passed upon the accuracy or adequacy of ~~shareholders’~~the ~~investment~~documents contained in the submission.

~~Initially, the only course Awareness will be offering is a financial literacy and money management program for teenagers on a fee for service offered basis for our course~~14. As ~~such,~~We ~~our~~have ~~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 ascontacted ~~responsive as Awareness anticipates, we will not have~~ any ~~other~~market ~~course~~maker ~~material~~for ~~that~~sponsorship ~~can~~of ~~be offered to ensure~~ our ~~survival~~shares inon the ~~educational~~OTC ~~marketplace~~Bulletin Board.

~~While~~The weOTC ~~believe~~Bulletin ~~that~~Board ~~our~~is ~~course~~a ~~material~~market ~~and~~maker ~~providing~~or adealer-driven ~~financial~~system ~~literacy~~offering quotation and ~~money~~trading ~~management~~reporting ~~program~~capabilities-a ~~for~~regulated ~~teenagers~~quotation onservice a- ~~fee~~that ~~for~~displays ~~service~~real-time ~~offered basis~~quotes, ~~this~~last-sale ~~view~~prices, ~~may~~and ~~not~~volume beinformation ~~shared~~in byOTC ~~their~~equity ~~parents~~securities. InThe ~~such~~OTC anBulletin ~~event,~~Board wesecurities ~~may~~are not belisted ~~able~~and totraded ~~attract~~on ~~sufficient~~the ~~students~~floor toof ~~make~~an itorganized anational ~~viable~~or ~~business~~regional ~~operation~~stock exchange. Instead, ~~and~~OTC weBulletin ~~may~~Board ~~subsequently~~securities ~~fail~~transactions ~~due~~are toconducted ~~this~~through ~~lack~~a oftelephone ~~acceptance~~and incomputer ~~our~~network ~~course~~connecting ~~material~~market makers or dealers in stocks.

11. The loss of Maureen Cottrell 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 Maureen Cottrell, our sole officer and director. The loss of services of Maureen Cottrell 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 Awareness, our operations will suffer.

12. Maureen Cottrell has no experience related to public company management. As a result, we may be unable to manage our public reporting requirements.

Our operations depend entirely on the efforts of our sole officer and director. While she has expertise with which we will rely upon to grow and manage our business operations, she has no experience related to public company management or as a principal accounting officer. Because of this, we may be unable to develop and manage our public reporting requirements. There is no assurance that we will overcome these obstacles.

~~13. Maureen~~If ~~Cottrell~~we are unable to obtain a market maker to sponsor our approval for trading, we will ~~own~~be ~~approximately~~unable ~~89%~~to ofdevelop a trading market for our ~~shares~~common stock. We may be unable to locate a market maker that ~~permits~~will ~~her~~agree to ~~exert~~sponsor ~~influence~~our ~~over~~shares. usEven orif we do locate a market maker, there is no assurance that our shares will be able to ~~prevent~~meet the requirements for a ~~change~~quotation ofor ~~control~~that the shares will be accepted for inclusion on the OTC Bulletin Board.

~~Maureen Cottrell, our sole director and officer, owns beneficially approximately 89% of our outstanding shares of common stock~~15. AsOur ashareholders ~~result~~may offace ~~this~~significant ~~stock~~restrictions ~~ownership,~~on ~~Maureen Cottrell will continue to influence~~ the ~~vote~~resale ~~on all matters submitted to a vote~~ of our ~~shareholders,~~Common ~~including~~Stock ~~the~~due ~~election of directors, amendments~~ to ~~the~~state ~~certificate~~"blue ofsky" ~~incorporation and the by-~~laws, ~~and the approval of significant corporate transactions. This consolidation of voting power could also delay, deter~~ or ~~prevent~~if awe ~~change~~are ofdetermined ~~our~~to ~~control that might~~ be ~~otherwise~~a ~~beneficial~~"blank tocheck" ~~shareholders~~company.

~~14. Maureen~~If ~~Cottrell~~our ~~has~~Common ~~other~~Stock ~~outside~~does ~~employment;~~not ~~she~~meet isblue ~~not~~sky ~~devoting~~resale arequirements, ~~majority~~certain ofshareholders ~~her~~may ~~time~~be unable to resell our Common Stock. The resale of Common Stock must meet the ~~Company,~~blue sky resale requirements in the states in which ~~may~~the ~~result~~proposed purchasers reside. If we are unable to qualify the Common Stock and there is no exemption from qualification in ~~periodic~~certain ~~interruptions~~states, the holders of the Common Stock or ~~business~~the ~~failure~~purchasers of the Common Stock may be unable to sell them.

~~Maureen~~There Cottrell, the company’s sole officer and director, has other outside employment requirements and currently devotes approximately 15 hours per week to our operations. Our operations may be sporadic and occur at times which are ~~not~~state ~~convenient~~regulations tothat ~~Maureen Cottrell, which~~ may ~~result~~adversely inaffect ~~periodic~~the ~~interruptions~~transferability ~~or suspensions~~ of our ~~business~~Common ~~plan~~Stock. If ~~the~~We ~~demands~~have ofnot ~~the~~registered ~~Company’s business require the full business time of~~ our ~~president~~Common ~~and~~Stock ~~chief~~for ~~executive~~resale ~~officer,~~under ~~she~~the issecurities ~~prepared~~or to"blue ~~adjust~~sky" ~~her~~laws ~~timetable~~of toany ~~devote more time to the Company’s business~~state. ~~However,~~ ~~she~~We may ~~not~~seek bequalification ~~able~~or toadvise ~~devote~~our ~~sufficient~~shareholders ~~time~~of to the ~~management~~availability of ~~the~~an ~~company’s~~exemption. ~~business,~~We ~~which~~are ~~may~~under ~~result~~no inobligation ~~periodic~~to ~~interruptions~~register inor ~~implementing~~qualify ~~the~~our ~~Company’s~~Common ~~plans~~Stock in aany ~~timely~~state ~~manner. Such~~or ~~delays~~to ~~could~~advise ~~have a significant negative effect on~~ the ~~success~~shareholders of ~~the~~any ~~business~~exemptions.

~~15. You~~Current ~~will~~shareholders, ~~not~~and ~~receive~~person ~~dividend~~who ~~income~~desire ~~from~~to anpurchase ~~investment~~the inCommon ~~the~~Stock ~~shares~~in ~~and~~any astrading amarket ~~result,~~that ~~the~~may ~~purchase~~develop ofin the ~~shares~~future, should ~~only~~ be ~~made~~aware bythat anthere ~~investor~~might ~~who~~be ~~does~~significant ~~not~~state ~~expect~~restrictions aupon ~~dividend~~the ~~return~~ability onof new investors to purchase the ~~investment~~Common Stock.

WeBlue ~~have~~sky ~~never~~laws, ~~declared~~regulations, orders, or ~~paid~~interpretations aplace ~~cash~~limitations ~~dividend~~ on ~~our~~offerings ~~shares~~or ~~nor~~sales ~~will~~of wesecurities inby ~~the~~"blank ~~foreseeable~~check" ~~future. We~~companies ~~currently~~or ~~intend~~in to"blind-pool" ~~retain future earnings~~offerings, or if ~~any,~~such tosecurities ~~finance~~represent ~~the~~"cheap ~~operation~~stock" ~~and~~previously ~~expansion~~issued ofto ~~our~~promoters ~~business~~or others. ~~Accordingly,~~ ~~investors~~Our ~~who~~initial ~~anticipate~~shareholders, ~~the~~because ~~need~~they ~~for~~originally ~~immediate~~paid ~~income~~$.10 ~~from~~for ~~their~~each ~~investments~~share, bymay ~~way~~be ofdeemed ~~cash~~to ~~dividends~~hold ~~should~~"cheap ~~refrain from purchasing any of our securities~~stock. As" weThese dolimitations ~~not~~typically ~~intend~~provide, ~~to declare dividends~~ in the ~~future,~~form ~~you~~of ~~may~~one ~~never~~or ~~see~~more aof ~~return~~the onfollowing ~~your~~limitations, ~~investment~~that ~~and~~such ~~you~~securities ~~indeed may lose your entire investment.~~are:

~~16. You~~(a) ~~may~~Not ~~not~~eligible befor ~~able~~sale tounder ~~resell~~exemption ~~any~~provisions ~~shares~~permitting ~~you~~sales ~~purchased~~without inregistration ~~this~~to ~~offering.~~accredited investors or qualified purchasers;

~~There~~(b) isNot noeligible ~~trading market~~ for ~~our common stock at present and there has been no trading market to date. We have not undertaken any discussions, preliminary or otherwise, with any prospective market maker concerning~~ the ~~participation~~transaction ofexemption ~~such~~from ~~market~~registration maker in the aftermarket 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. This means that it may be hard or impossible for ~~you~~non-issuer totransactions ~~find~~by a ~~willing~~registered ~~buyer for your shares should you decide to sell them in the future.~~broker-dealer;

~~17. Our~~(c) ~~shares~~Not ofeligible ~~common~~for ~~stock~~registration ~~are~~under ~~deemed~~the tosimplified besmall ~~"penny~~corporate ~~stocks"~~offering ~~with~~registration a(SCOR) ~~potential~~form ~~limited~~available ~~trading~~in ~~market.~~many states;

There is currently no trading market for our securities. When our shares of common stock commence trading, of which no assurances can be given, they will, in all likelihood, be subject to the "penny stock rules" adopted pursuant to Section 15(gd) ofNot ~~the~~eligible Exchange Act. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or companies which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade "penny stock" to persons other than" established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the ~~security, including a risk disclosure document and quote and other information under certain circumstances. Many brokers have decided not to trade~~ "~~penny~~solicitations ~~stock" because~~ of ~~the requirements of the penny stock rules and, as result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the~~ interest"~~penny~~ ~~stock~~exception ~~rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject~~ to ~~the “penny stock rules," investors will find it more difficult to dispose of our~~ securities~~. Further,~~ ~~for~~registration ~~companies~~requirements ~~whose~~available ~~securities are traded~~ in ~~the~~many "Pink Sheets" and/or in the Over-the-Counter Bulletin Board System, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.states;

(e) Not permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.

~~18. Future~~Virtually ~~sales~~all 50 states have adopted one or more of ~~restricted~~these ~~shares~~limitations, ~~could~~or ~~decrease~~other ~~the~~limitations ~~price~~or arestrictions ~~willing~~affecting ~~buyer~~the ~~would~~sale ~~pay~~or ~~for~~resale ~~shares~~of stock of ~~our~~blank ~~common~~check ~~stock,~~companies ~~could~~or ~~cause~~securities ~~our~~sold ~~price~~in to"blind ~~decline~~pool" ~~and~~offerings ~~could~~or ~~impair~~"cheap ~~our~~stock" ~~ability~~issued to ~~raise~~promoters ~~capital~~or others.

WeAny ~~currently~~secondary ~~have~~trading ~~2,250,000~~market ~~shares~~which ofmay ~~common stock issued and outstanding. 2~~develop,~~000,000~~ ofmay ~~these~~only ~~shares~~be ~~are~~conducted ~~considered~~in ~~restricted~~those ~~securities~~jurisdictions ~~pursuant~~where toan ~~Rule~~applicable ~~144~~exemption ~~promulgated~~is ~~under the Securities Act. These shares in the future may be~~ available ~~for sale under exemptions from registration. Future sales of common stock by Maureen Cottrell under exemptions from registration~~ or ~~through~~where ~~a subsequent registered offering could materially adversely affect~~ the market price of our common stock and could materially impair our future ability to raise capital through an offering of equity securities. We are unable to predict the effect, if any, that market sales of these shares, ~~or the availability of these shares for future sale, will~~ have onbeen ~~the prevailing market price of our common stock at any given time~~registered.

19We do not have any legal opinions as it relates to whether were a blind pool or blank-check company. ~~Our~~ ~~common~~The Securities and Exchange Commission have adopted a rule (Rule 419) which defines a blank-check company as (i) a development stage company, that is (ii) offering penny stock, as defined by Rule 3a51-1, and (iii) that has no ~~public~~specific ~~market~~business ~~and~~plan ~~perceived~~or ~~the~~purpose ~~value~~or ~~may~~has ~~decline~~indicated ~~and~~that ~~our~~its ~~common~~business ~~stock~~plan ~~may~~is ~~never~~engage bein ~~public~~a ~~traded~~merger ~~and~~or ~~you~~acquisition with an unidentified company or companies. Certain jurisdictions may have nodefinitions ~~ability~~that are more restrictive than Rule 419. We have been informed that the Securities and Exchange Commission has cautioned that "it will scrutinize registered offerings for attempts to ~~sell~~create the ~~shares~~appearance that the registrant... has a specific business plan, in an effort to avoid the applicable of Rule 419." Provisions of Rule 419 apply to every registration statement filed under the Securities Act of 1933, as amended, relating to an offering by a blank-check company. We have filed a registration statement under the Securities Act of 1933, as amended.

~~There~~The isprovisions noof ~~established~~Rule ~~public~~144 ~~trading market or market maker~~ for ~~our~~shares ~~securities. There~~subsequently ~~can~~issued beby ~~no assurance that~~ a ~~market~~shell ~~for~~company ~~our common stock will be established or that, if established, a market will be sustained. Therefore, if you purchase our securities you~~ may befurther ~~unable~~restrict ~~to sell them. Accordingly, you should be able to bear~~ the ~~financial~~sale ~~risk~~ of ~~losing~~newly ~~your~~issued ~~entire investment. We plan to attempt to have our~~ shares of ~~common~~Common ~~stock quoted on the OTC Bulletin Board once our registration statement has been declared effective~~Stock. ~~We will contact a market maker to apply on our behalf.~~

~~Only~~The ~~market~~Company's ~~makers~~officers, ~~can~~directors ~~apply to quote securities. Market makers who desire to initiate quotations in the OTC Bulletin Board system must complete an application (Form 211)~~ and bymajority ~~doing~~shareholders ~~so, will~~ have toexpressed ~~represent~~their ~~that~~intention 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~~to usengage ~~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~~transactions ~~medium. We~~with ~~intended~~respect to ~~be subject to~~ the ~~reporting requirements of the Exchange Act, and, as such, we may be deemed compliant with Rule 15c2-11. The FINRA will review the market maker~~Company's ~~application~~Common ~~and~~Stock ifexcept ~~cleared,~~in itconnection ~~cannot~~with ~~be assumed by any investor that any federal, state~~ or ~~self-regulatory~~following ~~requirements~~a ~~other~~business ~~than~~combination ~~certain~~resulting ~~FINRA~~in ~~rules~~us ~~and~~no ~~Rule~~longer ~~15c2-11~~being ~~have~~defined ~~been considered by the FINRA. Furthermore, the clearance should not construed by any investor~~ as ~~indicating~~a ~~that~~blank ~~the~~check ~~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~~issuer.

2016. We ~~will~~Our ~~incur~~Common ~~professional~~Stock ~~fees~~may inbe ~~connection~~subject ~~with~~to ~~being~~significant arestriction ~~reporting~~on ~~company~~resale ~~under~~due ~~the~~to ~~Securities~~federal ~~Exchange~~penny ~~Act~~stock ~~of 1934, as amended~~restrictions.

~~Awareness~~The isSecurities ~~subject~~and toExchange ~~the~~Commission ~~reporting~~has ~~requirements~~adopted ofrules ~~the~~that ~~Exchange~~regulate ~~Act~~broker ~~and~~or asdealer ~~such,~~practices wein connection with transactions in penny stocks. Penny stocks generally are ~~required~~equity tosecurities ~~file~~with ~~Form~~a ~~10-Ks,~~price ~~Form~~of ~~10-Qs~~less ~~and~~than ~~Form~~$5.00 ~~8-Ks~~(other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and ~~other~~volume ~~reports~~information with respect to transactions in such securities is provided by the ~~SEC~~exchange system). We ~~will~~The ~~incur~~penny ~~professional~~stock ~~fees~~rules ~~(i.e.~~require a broker or dealer, ~~attorney~~prior to a transaction in a penny stock not otherwise exempt from the rules, ~~auditors~~to deliver a standardized risk disclosure document prepared by the Securities and ~~filing~~Exchange ~~agents)~~Commission inthat ~~connection~~provides ~~with~~information about penny stocks and the ~~preparation~~nature and ~~filing~~level of ~~such~~risks ~~reports~~in the penny stock market. The broker or dealer also must provide the customer with bid and weoffer ~~currently~~quotations ~~anticipate~~for ~~such~~the ~~costs~~penny tostock, ~~range~~the ~~from~~compensation ~~$12~~of the broker or dealer,~~000~~ toand ~~$18~~its salesperson in the transaction,~~000~~ ~~per~~and ~~year~~monthly account statements showing the market value of each penny stock held in the customer's account. If weThe ~~are~~penny ~~unable~~stock rules also require that prior to ~~file~~a transaction in a penny stock not otherwise exempt from such ~~reports~~rules, wethe ~~will~~broker beor ~~delinquent~~dealer inmust ~~our~~make ~~filings~~a ~~which~~special ~~could~~written ~~adversely~~determination ~~affect~~that a penny stock is a suitable investment for the ~~marketability~~purchaser ofand ~~our~~receive ~~shares~~the ofpurchaser's ~~common~~written ~~interest~~agreement to the transaction.

21. The failure to comply with the internal control evaluation and certification requirements of Section 404 of Sarbanes-Oxley Act could harm our operations and our ability to comply with our periodic reporting obligations.

As a reporting company under the Exchange Act, we are required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We are in the process of further determining whether our existing internal controls over financial reporting systems are compliant with Section 404. This process may divert internal resources and may take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and reevaluate our financial reporting. We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. Further, we may need to hire qualified personnel or consultants in order for us to be compliant with Section 404. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in our being unable to obtain an unqualified report on internal controls from our independent auditors, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Act.

~~22. We~~These disclosure requirements may have ~~not~~the ~~contacted~~effect of reducing the level of trading activity in any secondary market ~~maker~~ for ~~sponsorship~~our stock that becomes subject to the penny stock rules, and accordingly, shareholders of our ~~shares~~Common onStock ~~the~~may ~~OTC~~find ~~Bulletin~~it ~~Board~~difficult to sell their securities, if at all.

~~The~~17. ~~OTC~~Because ~~Bulletin~~our ~~Board~~sole isofficer aand ~~market~~director ~~maker~~has orlimited ~~dealer-driven~~formal ~~system~~training ~~offering~~in ~~quotation~~financial accounting and ~~trading~~she ~~reporting~~is ~~capabilities-a~~responsible ~~regulated~~for ~~quotation~~our ~~service~~managerial -and ~~that~~organizational ~~displays real-time quotes~~structure, ~~last-sale~~in ~~prices~~the future, ~~and~~there ~~volume~~may ~~information~~not inbe ~~OTC~~effective ~~equity~~disclosure ~~securities. The~~and ~~OTC~~accounting ~~Bulletin~~controls ~~Board~~to ~~securities~~comply ~~are~~with ~~not~~applicable ~~listed~~laws and ~~traded~~regulations onwhich ~~the~~could ~~floor~~result ofin ~~an organized national or regional stock exchange. Instead~~fines, ~~OTC~~penalties ~~Bulletin Board securities transactions are conducted through a telephone~~ and ~~computer~~assessments ~~network~~against ~~connecting market makers or dealers in stocks~~us.

IfWe wehave ~~are~~one ~~unable~~officer toand ~~obtain~~director. aShe ~~market~~has ~~maker~~limited totraining ~~sponsor~~in ~~our~~financial ~~approval~~accounting; however, she is responsible for ~~trading,~~our wemanagerial and organizational structure which will beinclude ~~unable~~preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. While she has no formal training in financial accounting matters, she has been preparing the financial statements that have been audited and reviewed by our auditors and included in this prospectus. When the disclosure and accounting controls referred to ~~develop~~above aare ~~trading~~implemented, ~~market~~he will be responsible for ~~our~~the ~~common~~administration ~~stock~~of them. We Should she not have sufficient experience, she may be ~~unable~~incapable toof ~~locate~~creating aand ~~market~~implementing ~~maker~~the ~~that~~controls ~~will~~which ~~agree~~may cause us to ~~sponsor~~be ~~our~~subject ~~shares. Even~~to ifsanctions weand dofines ~~locate~~by athe ~~market~~Securities ~~maker~~and Exchange Commission which ultimately could cause you to lose your investment; however, ~~there~~because isof nothe ~~assurance~~small ~~that~~size of our ~~shares~~expected operations, we believe that she will be able to ~~meet~~monitor the ~~requirements~~controls ~~for~~that ashe ~~quotation~~has orcreated ~~that~~and ~~the~~will ~~shares~~be accurate in assembling and providing information to investors. Further, we have not considered and will benot ~~accepted~~consider ~~for~~any ~~inclusion~~activity onbeyond ~~the~~our ~~OTC~~current ~~Bulletin~~business ~~Board~~model until we have completed our exploration program.

~~Item~~ITEM 1B. ~~Unresolved~~ ~~Staff~~UNRESOLVED ~~Comments~~STAFF COMMENTS.

We have no unresolved comments from the Staff of the Securities and Exchange Commission.

~~Item~~ITEM 2. ~~Properties~~ PROPERTIES.

We do not own or rent facilities of any kind. At present, we ~~are~~operate ~~operating~~ from ~~our~~a principal office address that is located within the home of our President, who provides this space free of charge . We will continue to use this space for our executive offices for the foreseeable future.

~~Item~~ITEM 3. ~~Legal~~ ~~Proceedings~~LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the Company.

~~Item~~ITEM 4. ~~Mine~~ ~~Safety~~MINE ~~Disclosures.~~SAFETY DISCLOSURES

~~Not Applicable~~None.

PART II

~~Item~~ITEM 5. ~~Market~~ ~~for~~MARKET ~~Registrant’s~~FOR ~~Common~~REGISTRANT'S ~~Equity~~COMMON EQUITY, ~~Related~~RELATED ~~Stockholder~~STOCKHOLDER ~~Matters~~MATTERS ~~and~~AND ~~Issuer~~ISSUER ~~Purchases~~PURCHASES ofOF ~~Equity~~EQUITY ~~Securities~~SECURITIES.

(a) Market ~~Information and~~ Price.

~~Our~~There is no active trading market for our common stock at present. There is ~~not~~no ~~quoted~~assurance atthat ~~the~~a ~~present~~trading ~~time~~market will ever develop or, if such a market does develop, that it will continue.

WeOn ~~plan~~June to26, ~~seek~~2012, ~~approval~~we had been assigned the trading symbol of AFTN. On August 2, 2012, we became ineligible for quotation on the OTC Bulletin Board System~~, since~~ ~~our~~due ~~registration~~to ~~statement~~quoting ~~has~~inactivity ~~been~~under ~~declared~~SEC ~~effective~~Rule by15c2-11. ~~the~~We ~~Securities~~intend ~~and~~to ~~Exchange~~request ~~Commission. We~~a ~~cannot~~broker-dealer ~~guarantee~~to ~~that~~make weapplication ~~will~~to ~~obtain~~FINRA ~~approval. There~~to ishave nothe ~~trading~~Company's ~~activity~~securities traded in ~~our~~the ~~securities,~~OTC ~~and~~Bulletin ~~there~~Board ~~can~~System beor nopublished, ~~assurance~~in ~~that~~print aand ~~regular~~electronic ~~trading~~media, ~~market~~or ~~for~~either, ~~our~~in ~~common~~the ~~stock~~Pink ~~will~~OTC ~~ever~~Markets beInc. ~~developed~~so-called "Pink Sheets.”

There is no ~~trading market for our common stock at present and there has been no trading market to date. There is no~~ assurance that a trading market will ever develop or, if such a market does develop, that it will continue. We intend to request a broker-dealer to make application to the FINRA to have the company's securities quoted in the OTC Bulletin Board System or published, in print and electronic media, or either, in the Pink OTC Markets Inc. so-called "Pink Sheets.”

The Securities and Exchange Commission adopted Rule 15g-9, which established the definition of a "penny stock," for purposes relevant to the ~~company~~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~~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~~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.

As a result of our offering price and being a penny stock, the market liquidity for our common stock may be adversely affected since the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market.

The rules governing penny stock require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $250,000, $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Such information must be provided to the customer orally or in writing prior to effecting the transaction and in writing before or with the customer confirmation. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed on broker-dealers by such requirements may discourage them from effecting transactions in the securities underlying the shares, which could severely limit the liquidity of the securities underlying the shares and the ability of purchasers in this offering to sell the securities underlying the shares in the secondary market.

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~~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.

We intend to ~~request~~strongly consider undertaking a ~~broker-dealer~~transaction with any merger or acquisition candidate that will allow the Company's securities to ~~make~~be ~~application~~traded without the aforesaid limitations. However, there can be no assurances that, upon a successful merger or acquisition, the Company will qualify its securities for listing on NASDAQ or some other national exchange, or be able to maintain the ~~FINRA~~maintenance criteria necessary to ~~have~~insure ~~our~~continued ~~securities~~listing. ~~quoted~~The infailure of the ~~OTC~~Company ~~Bulletin~~to ~~Board~~qualify ~~Systems~~its securities or ~~published,~~to meet the relevant maintenance criteria after such qualification in ~~print~~the ~~and~~future ~~electronic~~may ~~media~~result in the discontinuance of the inclusion of the Company's securities on a national exchange. In such events, ortrading, ~~either~~if any, in the ~~Pink~~Company's ~~OTC~~securities ~~Markets,~~may ~~Inc~~then continue in the non-Nasdaq over-the-counter market. ~~"Pink~~As ~~Sheets~~a result," a shareholder may find it more difficult to dispose of, or ~~either~~to obtain accurate quotations as to the market value of, the Company's securities.

~~Shareholders May Face Significant Restrictions on the Sale of Awareness Stock due to State “Blue Sky” Laws~~13

Shareholders May Face Significant Restrictions on the Sale of the Company's Stock due to State “Blue Sky” Laws.

Each state has its own securities laws, often called “blue sky laws” which: (a) limit sales of stock to a state’s resident unless the stock is registered in that state or qualifies for an exemption from registration; and (b) governs the reporting requirements for broker-dealers and stockbrokers doing business directly or indirectly in the state. Before a security can be sold in a state, there must be a registration in place to cover the transaction, and the broker must be registered in that state or otherwise be exempt from registration. We do not know whether our stock will be registered under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market makers for our stock.

You should be aware that there has been no market for our stock and there is no assurance that an active market will develop. No broker-dealers act as market makers for our stock and our securities have not been registered for sale in any state. Therefore, you may be unable to sell our stock without registering, or otherwise qualifying it for sale, within your specific state.

There may be significant state blue sky law restrictions on the ability of shareholders to sell, or on purchasers to buy, our stock. Accordingly, shareholders should consider the secondary market for our stock to be a limited one. Shareholders may be unable to resell their stock, or may be unable to sell it without the significant expense of state registration or qualification.

Shareholders May Face Significant Restrictions on the Resale of the ~~Awareness~~ Company's Stock due to Federal Regulations Regarding Penny Stock.

In the event that Awareness ~~registers its securities for sale and~~ acquires a broker-dealer as a market maker, our stock would differ from many stocks in that it would likely be a “penny stock.” . The Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” . These rules include, but are not limited to, Rules 3a51-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our stock would probably constitute “penny stock” within the meaning of the rules, the rules would apply to Awareness and its securities. The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them. There may be a limited market for penny stocks, due to the regulatory burdens on broker-dealers. The market among dealers may not be active. Shareholders in penny stocks are often unable to sell stock back to the dealers that sold them the stock. The mark-ups or commissions charged by the broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, shareholders may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Shareholders may be unable to reap any profit from any sale of stock, if they can sell at all.

Investors should be aware that, according to the Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered from patterns of abuse and fraud in recent years. These patterns include:

▪● manipulation of prices through pre-arranged matching of purchases and sales and false and misleading press releases;

▪● control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

▪● ‘boiler room’ practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; ~~and~~

▪● excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

We do not intend to declare or pay any stock dividends or cash dividends in the immediate future.

Application of California Law

Section 2115 of the California General Corporation law provides that a corporation incorporated under the laws of a jurisdiction other than California, but which has more than one-half of its "outstanding voting securities" and which has a majority of its property, payroll and sales in California, based on the factors used in determining its income allocable to California on its franchise tax returns, may be required to provide cumulative voting until such time as the Company has its shares listed on certain national securities exchanges, or designated as a national market security on NASDAQ (subject to certain limitations). Accordingly, holders of our Common Stock may be entitled to one vote for each share of Common Stock held and may have cumulative voting rights in the election of directors. This means that holders are entitled to one vote for each share of Common Stock held, multiplied by the number of directors to be elected, and the holder may cast all such votes for a single director, or may distribute them among any number of all of the directors to be elected.

Our existing director who is also a shareholder will be able to elect all of the members of the board of directors even if Section 2115 is applicable.

Purchases of Equity Securities

We (and affiliated purchasers) have made no purchases or repurchases of any securities of the Company or any other issuer.

~~Securities~~(b) ~~Authorized for Issuance under an Equity Compensation Plan~~Holders.

There are twenty-four (22) holders of the Company's Common Stock. Except for the shares of stock held by Maureen Cottrell, all of the issued and outstanding shares of the Company's Common Stock were issued pursuant to a registration statement filed under the 1933 Act.

Currently, all of our issued and outstanding shares of Common Stock held by non-affiliates are eligible for sale under various exemptions from registration to include Rule 144 promulgated under the 1933 Act, subject to certain limitations included in said Rule.

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 ~~Sales~~Sale of Unregistered ~~Stock.~~Securities

WeDuring ~~have sold securities since incorporation (within~~ the ~~past~~year ~~three~~ended ~~years)~~December ~~on one occasion without registering the securities under the Securities Act of 1933. Maureen Cottrell purchased 2~~31,~~000,000~~ ~~shares of common stock from Awareness on April 29~~2012, ~~2010~~we ~~for~~did ~~$.0025~~not ~~per~~have ~~share. No~~any ~~underwriters~~sales ~~were used and no commissions or other remuneration was paid. The securities were sold in reliance on Section 4(2)~~ of ~~the~~any ~~Securities Act~~ of ~~1933~~our ~~as amended~~securities. ~~Maureen Cottrell continues to be subject to Rule 144 of the Securities Act of 1933, as amended.~~

~~Item~~ITEM 6. ~~Selected~~ ~~Financial~~SELECTED ~~Data~~FINANCIAL DATA.

Not applicable to smaller reporting companies.

~~Item~~ITEM 7. ~~Management’s~~ ~~Discussion~~MANAGEMENT'S ~~and~~DISCUSSION ~~Analysis~~AND ofANALYSIS ~~Financial~~OR ~~Condition~~PLAN ~~and~~OF ~~Results of Operation~~OPERATION.

~~Plan~~The Company intends to seek to acquire assets or shares of ~~Operation~~an entity actively engaged in business which generates revenues in exchange for its securities. The Company and our officers and directors have not enter into any negotiations or preliminary discussions regarding the possibility of an acquisition or merger between the Company and such other company as of the date hereof.

We will earn our revenues by charging a fee for individuals to complete our training course. We intend to charge each student $500 for our services.

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.

~~Financial~~General ~~Condition~~Business Plan

Our ~~auditor's~~purpose ~~going~~is ~~concern~~to ~~opinion~~now seek, investigate and, ~~the~~if ~~notation~~such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the ~~financial~~advantages ~~statements~~of ~~indicate~~a ~~that~~company wewho dohas complied with the 1934 Act. We will not ~~have~~restrict ~~sufficient~~its ~~cash~~search orto ~~other~~any ~~material~~specific ~~assets~~business, ~~and~~industry, ~~that~~or geographical location and we may beparticipate ~~relying~~in ona ~~advances~~business ~~from~~venture ~~shareholders,~~of ~~officers~~virtually any kind or nature. This discussion of the proposed business is purposefully general and ~~directors~~is not meant to ~~meet~~be ~~limited~~restrictive ~~operating~~of ~~expenses~~our virtually unlimited discretion to search for and enter into potential business opportunities. We doManagement ~~not~~anticipates ~~have~~that ~~sufficient~~it ~~cash~~may orbe ~~other~~able ~~material~~to ~~assets~~participate ~~nor~~in doonly one potential business venture because we have ~~sufficient~~nominal ~~operations~~assets orand anlimited ~~established~~financial ~~source~~resources. This lack of ~~revenue~~diversification toshould ~~cover~~be considered a substantial risk to our ~~operational~~shareholders ~~costs~~because ~~that~~it ~~would~~will ~~allow~~not permit us to ~~continue~~offset aspotential alosses ~~going~~from ~~concern~~one ~~until~~venture weagainst ~~are~~gains ~~profitable~~from another.

~~Since~~We ~~the~~may ~~Company~~seek ~~has~~a ~~had~~business noopportunity ~~operating~~with ~~history~~entities ~~nor~~which ~~any~~have ~~significant~~recently ~~revenues~~commenced operations, or ~~earnings~~which ~~from~~wish ~~operations,~~to ~~with~~utilize nothe ~~significant~~public ~~assets~~marketplace orin ~~financial~~order ~~resources,~~to weraise ~~will~~additional capital in ~~all~~order ~~likelihood~~to ~~sustain~~expand ~~operating~~into ~~expense~~new ~~without~~products ~~corresponding~~or ~~revenues~~markets, atto ~~least~~develop ~~until~~a ~~the~~new ~~profitable~~product ~~consummation~~or ofservice, ~~our~~or ~~planned~~for ~~operations~~other corporate purposes.

~~Liquidity~~We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all shareholders.

AsWe ofhave ~~December~~made 31no determination as to whether we will continue to file periodic reports since our obligation to file such reports is not required under the 1934 Act. Maureen Cottrell, ~~2011~~our majority shareholder, wehas ~~had~~agreed noto ~~cash~~provide ~~and~~the wenecessary ~~had~~funds, ~~total~~without ~~liabilities~~interest, offor $8the Company to comply with the 1934 Act reporting requirements,~~535~~ provided that she is an officer and director of the Company when the obligation is incurred. It is our present intent to continue to comply with all of the reporting requirements under the 1934 Act. It is anticipated that we ~~had~~will aincur ~~net~~nominal ~~worth~~expenses in the implementation of ~~$(8~~ our business plan described herein. Because we have no capital with which to pay these anticipated expenses,~~535) As~~ present management of the ~~date~~Company ~~hereof,~~will ~~have~~pay ~~cash~~these ofcharges ~~$20~~with their personal funds,~~000~~ ~~and~~as ~~total~~interest ~~liabilities~~free ofloans ~~$16,035. Our~~to ~~net~~the ~~worth~~Company isor ~~$(16~~as capital contributions. However,~~035)~~ if loans, the only opportunity which management has to have these loans repaid will be from a prospective merger or acquisition candidate.

WeAcquisition ~~have had no revenues from inception December 31, 2011. We have a loss from inception through December 31, 2011~~ of ~~$13,535.~~Opportunities

WeIn ~~have~~implementing ~~officer's~~a ~~advances~~structure offor $8a particular business acquisition,~~535~~ ~~from~~we ~~inception~~may become a party to ~~December~~a 31merger, ~~2011. Our~~consolidation, ~~officers~~reorganization, ~~advances~~joint venture, asor licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the ~~date~~consummation ~~hereof~~of a transaction, it is $8probable that the present management and shareholders of the Company will no longer be in control of the Company. In addition,~~535~~ our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our shareholders or may sell her stock in the Company.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable to smaller reporting companies.

~~Item~~It 8is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. ~~Financial~~ ~~Statements~~It is anticipated that it will also be a method of taking a private company public known as a "back door" 1934 Act registration procedure. While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and ~~Supplementary~~thereby ~~Data~~structure the acquisition in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code.

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

Our present intent is that we will not acquire or merge with any entity which cannot provide independent audited financial statements at the time of closing of the proposed transaction and supply other information that is normally disclosed in filings with the Securities and Exchange Commission.

We are subject to all of the reporting requirements included in the 1934 Act. These rules are intended to protect investors by deterring fraud and abuse in the securities markets through the use of shell companies. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 10-K. In addition, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we are required to include that information that is normally reported by a company in its original Form 10.

Accounting for a Business Combination

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified an recognized apart from goodwill. SFAS No. 142 requires the use of a non-amortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles is more than its fair value. Goodwill is the excess of the acquisition costs of the acquired entity over the fair value of the identifiable net assets acquired. The Company is required to test goodwill and intangible assets that are determined to have an indefinite life for impairments at least annually. The provisions of SFAS No. 142 require the completion of an annual impairment test with any impairment recognized in current earnings. The provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business combination that we may enter into in the future.

We have also been informed that most business combinations will be accounted for as a reverse acquisition with us being the surviving registrant. As a result of any business combination, if the acquired entity's shareholders will exercise control over us, the transaction will be deemed to be a capital transaction where we are treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded. For accounting purposes, the acquired entity will be treated as the accounting acquirer and, accordingly, will be presented as the continuing entity.

Financial Condition.

Our auditor's going concern opinion for the prior year ended and the notation in the financial statements indicate that we do not have significant cash or other material assets and that we are relying or will be relying on advances from stockholders, officers and directors to meet limited operating expenses. We do not have sufficient cash or other material assets nor do we have sufficient operations or an established source of revenue to cover our operational costs that would allow us to continue as a going concern. We are insolvent in that we are unable to pay our debts in the ordinary course of business as they become due.

Liquidity and Operational Results.

The Company has had a limited operating history and does not have any revenues or earnings from operations. The Company has limited assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss that will increase continuously until the Company can consummate a business combination with a profitable business opportunity. There is no assurance that the Company can identify such a business opportunity and consummate such a business combination.

We are dependent upon our officers to meet any de minimis costs that may Occur, Maureen Cottrell, an officer and director of the Company, has agreed to provide the necessary funds, without interest, for the Company to comply with the 1934 Act; provided that she is an officer and director of the Company when the obligation is incurred. All advances are interest-free.

Liquidity.

As of December 31, 2012, we had $ 12,932 in cash and we had total liabilities of $ 10,085 and we had a net worth of $ 2,847. As December 31, 2011, we had no cash and total liabilities of $ 8,535. Our net worth was $ (8,535).

We have had no revenues from inception to March 31, 2013. We have a loss from inception through December 31, 2012 of $ 27,153. Our loss from inception to December 31, 2011 was $ 13,535.

We have officer's advances of $ 8,535 from inception to December 31, 2011. Our officer’s advances as of December 31, 2012 are $ 9,170.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

AWARENESS FOR TEENS, INC.

(A Development Stage ~~Enterprise~~Company)

FINANCIAL REPORTS

DECEMBER 31, 2012

DECEMBER 31, 2011

~~DECEMBER 31, 2010~~19

AWARENESS FOR TEENS, INC.

(A Development Stage ~~Enterprise~~Company)

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			19
FINANCIAL STATEMENTS
Balance Sheets			20F-3
Statements of Operations			21F-4
Statement of Stockholder’s Deficit			22
Statements of Stockholders' Equity			F-5
Statements of Cash Flows			23F-6
Notes to Financial Statements			24F-277

18F-1

PERSONAL FINANCIAL PLANNING

BUSINESS SERVICES & TAX PLANNING

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Awareness for Teens, Inc.

We have audited the accompanying balance ~~sheets~~sheet of Awareness for Teens, Inc. (A Development Stage ~~Enterprise~~Company) as of December 31, ~~2011~~2012 and ~~2010~~2011 and the related statements of operations, stockholders’ deficit, and cash flows for the ~~periods~~years then ended ~~December 31, 2011~~ and ~~2010 and~~ the period April 28, 2010 (inception) through December 31, ~~2011~~2012. 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 audits

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 audits 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 audits 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 Awareness for Teens, Inc. (A Development Stage ~~Enterprise~~Company) as of December 31, ~~2011~~2012 and ~~2010~~2011 and the results of its operations and cash flows for the ~~periods~~years then ended ~~December 31, 2011~~ and ~~2010 and~~ the period April 2810, 2010 (inception) through December 31, ~~2011~~2012, 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~~May 2422, ~~2012~~2014

Las Vegas, Nevada

~~3145 E. Warm Springs Road ● Suite 200 ● Las Vegas, Nevada 89120 ● PHONE: (702) 450~~F-~~2200 ● FAX: (702) 436-4218~~2

~~E-MAIL:~~AWARENESS ~~kingle@kyletinglecpa~~FOR TEENS, INC.~~com~~

19(A Development Stage Company)

(A Development Stage Enterprise)

BALANCE SHEETS

	December 31,			December 31,
	2011			2010
	2012			2011
ASSETS
CURRENT ASSETS
Cash	$	012,932		$	0
Total current assets	$	012,932		$	0
Total assets	$	012,932		$	0
LIABILITIES AND STOCKHOLDER’S DEFICIT
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	0915		$	0
Officer advances		8,535			4,517
Officers advances		9,170			8,535
Total current liabilities	$	810,~~535~~085		$	48,~~517~~535
STOCKHOLDER’S DEFICIT
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock: $0.001 par value;
Common stock: $.001 par value; authorized 50,000,000 shares; issued and outstanding: 2,250,000 shares at December 31, 2012: 2,000,000 shares at December 31, 2011;	$	2,250		$	2,000
authorized 50,000,000 shares; issued and outstanding:
Additional Paid In Capital		27,750			3,000
2,000,000 shares at December 31, 2011 and December 31, 2010		2,000			2,000
Accumulated deficit during development stage		(27,153	)		(13,535	)
Additional paid-in capital		3,000			3,000
Total stockholders’ equity (deficit)	$	2,847		$	(8,535	)
Accumulated deficit during development stage		(13,535	)		(9,517	)
Total liabilities and stockholders’ equity (deficit)	$	12,932		$	0
Total stockholder’s deficit	$	(8,535	)	$	(4,517	)
Total liabilities and stockholder’s deficit	$	0		$	0

See Accompanying Notes to Financial Statements.

20F-3

AWARENESS FOR TEENS, INC.

(A Development Stage ~~Enterprise~~Company)

STATEMENTS OF OPERATIONS

	Year			April 28, 2010			April 28, 2010
							April 28, 2010
	Ended			(inception) to			(inception) to
	Year			Year			(Inception)
	Ended			Ended			to
	December 31,			December 31,			December 31,
	2011			2010			2011
	2012			2011			2012
Revenues	$	0		$	0		$	0
Cost of revenue		0			0			0
Gross profit	$	0		$	0		$	0
General, selling and administrative expenses		(413,~~018~~618	)		(94,~~517~~018	)		~~(13~~27,~~535~~153	)
Operating loss	$	(4,018	)	$	(9,517	)	$	(13,535	)
Operating (loss)	$	(13,618	)	$	(4,018	)	$	(27,153	)
Non-operating income (expense)		0			0			0
Nonoperating income (expense)		0			0			0
Net loss	$	(4,018	)	$	(9,517	)	$	(13,535	)
Net (loss)	$	(13,618	)	$	(4,018	)	$	(27,153	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)
Net (loss) per share, basic and diluted	$	(0.01	)	$	(0.00	)
Average number of shares of common stock outstanding		2,~~000~~218,~~000~~579			2,000,000			~~2,000,000~~

See Accompanying Notes to Financial Statements.

21F-4

AWARENESS FOR TEENS, INC.

(A Development Stage ~~Enterprise~~Company)

~~STATEMENT~~STATEMENTS OF ~~STOCKHOLDER~~STOCKHOLDERS’S EQUITY (DEFICIT)

							Accumulated
							Deficit
							(Deficit)
					Additional		During
	Common Stock				Paid-In		Development
	Common Stock				Paid-In		Development
	Shares		Amount		Capital		Stage			Total
May 10, 2010, issue common stock		2,~~000~~090,000	$	2,000	$	3,000	$	0		$	5,000
Net loss, December 31, 2010		-		-		-		(9,517	)		(9,517	)
Net (loss), December 31, 2010								(9,517	)		(9,517	)
Balance, December 31, 2010		2,000,000	$	2,000	$	3,000	$	(9,517	)		(4,517	)
Net loss, December 31, 2011		-		-		-		(4,018	)		(4,018	)
Net (loss), December 31, 2011								(4,018	)		(4,018	)
Balance, December 31, 2011		2,000,000	$	2,000	$	3,000	$	(13,535	)	$	(8,535	)
Stock issues at $0.10 per share		250,000		250		24,750					25,000
Net (loss), December 31, 2012								(13,618	)		(13,618	)
Balance, December 31, 2012		2,250,000	$	2,250	$	27,750	$	(27,153	)	$	2,847

See Accompanying Notes to Financial Statements.

22F-5

AWARENESS FOR TEENS, INC.

(A Development Stage ~~Enterprise~~Company)

~~STATEMENT~~STATEMENTS OF CASH FLOWS

	Year			April 28, 2010			April 28, 2010
							April 28,
	Ended			(inception) to			(inception) to
							2010
	Year			Year			(Inception)
	Ended			Ended			to
	December 31,			December 31,			December 31,
	2011			2010			2011
	2012			2011			2012
Cash Flows From Operating Activities
Net loss	$	(4,018	)	$	(9,517	)	$	(13,535	)
Net (loss)	$	(13,618	)	$	(4,018	)	$	(27,153	)
Adjustments to reconcile net loss to cash used in operating activities:
Adjustments to reconcile net (loss) to cash provided by (used in) operating activities:
Changes in assets and liabilities
Increase (decrease) in accounts payable		0915			0			0915
Net cash provided by operating activities	$	(4,018	)	$	(9,517	)	$	(13,535	)
Net cash (used in) operating activities	$	(12,703	)	$	(4,018	)	$	(26,238	)
Cash Flows From Investing Activities	$	0		$	0		$	0
Cash Flows From
Cash Flows From Financing Activities
Investing Activities	$	0		$	0		$	0
Increase in officer advances	$	4,018		$	4,517		$	8,535
Cash Flows From
Issuance of common stock		0			5,000			5,000
Financing Activities
Net cash provided by financing activities	$	4,018		$	9,517		$	13,535
Issuance of common stock		25,000			-			30,000
Net increase (decrease) in cash	$	0		$	0		$	0
Increase in officer advances		635			4,018			9,170
Cash, beginning of period	$	0		$	0		$	0
Net cash provided by financing activities	$	25,635		$	4,018		$	39,170
Cash, end of period	$	0		$	0		$	0
Net increase in cash	$	12,932		$	0		$	12,932
Supplemental Information and Non-Monetary Transactions:
Cash, beginning of period		0			0			0
Interest paid	$	0		$	0		$	0
Cash, end of period	$	12,932		$	0		$	12,932
Taxes paid	$	0		$	0		$	0
SUPPLEMENTAL INFORMATION
Interest Paid	$	0		$	0		$	0
Income Taxes paid	$	0		$	0		$	0

See Accompanying Notes to Financial Statements.

23F-6

AWARENESS FOR TEENS, INC.

(A Development Stage ~~Enterprise~~Company)

NOTES TO FINANCIAL STATEMENTS

Note 1. Nature of Business and Significant Accounting Policies

NATURE OF BUSINESS:

Awareness For Teens, Inc. (“Company”) was organized on April 28, 2010 under the laws of the State of Nevada. The Company currently has limited operations and, in accordance with FASB ASC 915 “DEVELOPMENT STAGE ~~ENITITES~~ENTITIES” is considered a Development Stage Enterprise. The Company has been in the development stage since formation and has realized minimal revenues from its operations.

A SUMMARY OF THE COMPANY’S SIGNIFICANT ACCOUNTING ~~POLICIES~~POLICES 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, ~~2011~~2012 and ~~2010~~2011.

INCOME TAXES

The Company accounts for income taxes under FASB ASC 740 “INCOME TAXES,.” Under the asset and liability method of FASB ASC 740, deferred tax ~~assets~~asset and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax ~~bases~~basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax ~~assets~~asset if it is ~~more~~ likely than not that the Company will not realize tax assets through future operations.

AWARENESS FOR TEENS, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

FASB ASC 820 “FAIR VALUE MEASUREMENTS AND DISCLOSURES,” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosure about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows: .

Level 1. Observable inputs such as quoted prices in active markets;

~~Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and~~F-7

~~Level~~AWARENESS ~~3. Unobservable~~FOR ~~inputs in which there is little or no market data~~TEENS, ~~which requires the reporting entity to develop its own assumptions~~INC.

~~The~~(A ~~Company~~Development ~~does~~Stage ~~not have any assets or liabilities measured at fair market value on a recurring basis at December 31, 2011 and 2010. The~~ Company ~~did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended December 31, 2011 and 2010.~~)

~~SHARE~~NOTES ~~BASED~~TO ~~EXPENSES~~FINANCIAL STATEMENTS

~~FASB~~Level ~~ASC~~2. ~~718 “COMPENSATION – STOCK COMPENSATION” prescribes accounting and reporting standards for all stock-based payments award to employees~~Inputs, ~~including~~other ~~employee~~than ~~stock~~the ~~option,~~quoted ~~restricted~~prices ~~stock,~~in ~~employee~~active ~~stock purchase plans and stock appreciation rights~~markets, ~~may~~that beare ~~classified~~observable as either ~~equity~~directly or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (A) the option to settle by issuing equity instruments lacks commercial substance or (B) the present obligation is implied because of an entity’s past practice or stated policies. If a present obligation existsindirectly, ~~the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.~~and

~~The~~Level ~~Company~~3. ~~accounts~~Unobservable ~~for~~inputs ~~stock-based compensation issued to non-employees and consultants~~ in ~~accordance~~which ~~with~~there ~~the provisions of FASB ASC 505-50 “EQUITY – BASED PAYMENTS TO NON-EMPOLYEES.” Measurement of share-based payment transactions with non-employees~~ is ~~based~~little ~~on the fair value of whichever is more reliably measurable; (A) the goods~~ or ~~services~~no ~~received,~~market ordata ~~(B)~~which ~~the~~requires ~~equity instruments issued. The fair value of~~ the ~~share-based~~reporting ~~payment~~entity ~~transaction~~to isdevelop ~~determined~~its atown ~~the earlier of performance commitment date or performance completion date~~assumptions.

The Company does not have any assets or liabilities measured at fair market value on a recurring basis at December 31, 2012 and 2011.The Company did not have any fair value adjustments for assets or liabilities measured at fair market value on a nonrecurring basis during periods ended December 31, 2012 and 2011.

SHARED BASED EXPENSES

FASB ASC 718 “COMPENSATION – STOCK COMPENSATION” prescribes accounting and reporting standards for all stock-based payments award to employees, including stock option, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or to other assets exist. A present obligation to settle in cash or other assets exists if: (A) the option to settle by issuing equity instruments lacks commercial substance or (B) the present obligation is implied because of an entity’s past practice or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “EQUITY – BASED PAYMENTS TO NON-EMPLOYEES” Measurement of share-based payment transactions with non-employees is based on the fair market value of whichever is more reliably measureable. (A) the goods or services received, or (B) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

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 significant cash, noor other 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. 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~~F-8

The Company evaluates new pronouncements as issued and evaluates the effect of adoption on the Company at that time. The Company has determined that the adoption of recently adopted accounting pronouncements will not have an impact on the financial statements.

AWARENESS FOR TEENS, INC.

(A Development Stage ~~Enterprise~~Company)

NOTES TO FINANCIAL STATEMENTS

~~Note~~RECENT ~~2. Stockholder’s~~ACCOUNTING ~~Equity~~PRONOUNCEMENTS

The Company evaluates new pronouncements as issued and evaluates the effect of adoption on the Company at the time. The Company has determined that the adoption of recently adopted accounting pronouncements will not have an impact on the financial statements.

Note 2. Stockholders’ Equity

COMMON STOCK

The authorized common stock of the Company consists of 50,000,000 shares with par value of $0.001. On May 1020, 2010, the Company authorized and issued 2,000,000 shares of its $0.001 par value common stock in consideration of $5,000 in cash.

From January 1, 2012 through February 15, 2012 the Company sold 250,000 common shares at $0.10 per share, raising $25.000.

The Company has not authorized any preferred stock.

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with ~~FASB~~FBAS ASC 260, “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~~218,~~000~~579 asduring of2012 ~~December~~and 312, ~~2011~~000,000 ~~December~~during ~~31, 2010 and since inception~~2011. As of December 31, ~~2011~~2012, December 31, ~~2010~~2011 and since inception, the Company had no dilutive potential common shares.

Note 3. Income ~~Tax~~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. 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~~benefits. 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 than likely than not ~~that~~ we will not earn income sufficient to realize ~~the~~ deferred tax assets during the carryforward period.

The Company has ~~not~~ taken a tax position that, if challenged, would have a material effect on the financial statements for the twelve- months ended December 31, ~~2011~~2012 and ~~2010~~2011, or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. ~~All~~ ~~tax~~The ~~returns~~Company ~~have~~is ~~been~~in ~~appropriately~~process ~~filed~~of byfiling the ~~Company~~2012 tax return.

26F-9

AWARENESS FOR TEENS, INC.

(A Development Stage ~~Enterprise~~Company)

NOTES TO FINANCIAL STATEMENTS

Note 3. Income ~~Tax~~Taxes (continued)

The ~~component~~components of the Company’s deferred tax ~~assets~~asset as of December 31, ~~2011~~2012 and ~~2010~~2011 ~~are~~is as follows:

		2011			2010
	2012			2011
Net operating loss carry forward	$	4,737		$	3,331
Net operating loss carryforward	$	9,504		$	4,737
Valuation allowance		(49,~~737~~504	)		(34,~~331~~737	)
Net deferred tax asset	$	-0		$	-0

A reconciliation of income taxes computed at the 35% statutory rate to the income tax recorded is as follows:

		2011			2010
	2012			2011
Net operating loss carry forward	$	1,406		$	3,331
Tax at statutory rate (35%)	$	4,766		$	1,406
Valuation allowance		(14,~~406~~766	)		(31,~~331~~406	)
Net deferred tax asset	$	-0		$	-0

The Company did not pay any income taxes during the periods ended December 31, ~~2011~~2012 and ~~2010~~2011.

The net federal operating loss carry forward will expire inbetween ~~2031~~2030 and ~~2030~~2032. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

Note 4. Related ~~Party~~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~~person 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, ~~2011~~2012 and ~~2010~~2011, the Company owed officers $89,~~535~~170 and $48,~~517~~535, respectively.

~~Note 5. Subsequent Events~~F-10

~~From~~ITEM ~~January~~9. 1,CHANGES ~~2012~~IN ~~through~~AND ~~February~~DISAGREEMENTS ~~15,~~WITH ~~2012,~~ACCOUNTANTS ~~the~~ON ~~Company~~ACCOUNTING ~~sold~~AND ~~250,000~~FINANCIAL ~~shares at $0~~DISCLOSURE.~~10 per share, raising $25,000.~~

27None.

~~Item~~ITEM 99A (T). ~~Change~~ inCONTROLS ~~and~~AND ~~Disagreements with Accounts on Accounting and Financial Disclosure~~PROCEDURES.

~~There~~Management's ~~have~~Report ~~been~~on noInternal ~~disagreements~~Control onover ~~any~~Financial ~~matter~~Reporting ofInternal ~~accounting~~control ~~principles~~over financial reporting refers generally to the process designed by, or ~~practices~~under the supervision of, a 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 ~~statement~~reporting ~~disclosures~~and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, orand ~~auditing~~includes ~~scope~~those orpolicies ~~procedure.~~and procedures that:

~~Item~~● ~~9A. Controls~~Pertain to the maintenance of records that in reasonable detail accurately and ~~Procedures.~~fairly reflect the transactions and dispositions of our assets;

~~Internal~~● ~~control~~Provide ~~over~~reasonable ~~financial~~assurance ~~reporting~~that ~~refers~~transactions toare ~~the~~recorded ~~process~~as ~~designed~~necessary ~~by,~~to orpermit ~~under~~preparation ~~the supervision~~ of, ~~our~~financial ~~Chief~~statements ~~Executive~~in ~~Officer~~accordance ~~and~~with ~~Chief~~generally ~~Financial~~accepted ~~Officer~~accounting principles, and ~~effected~~that by our ~~Board~~receipts ~~of Directors, management~~ and ~~other~~expenditures ~~personnel,~~are tobeing ~~provide~~made ~~reasonable~~only ~~assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes~~ in accordance with ~~generally~~authorization ~~accepted~~of ~~accounting~~our ~~principles,~~management and ~~includes~~directors; ~~those policies~~ and ~~procedures that:~~

o● ~~Pertain~~Provide toreasonable ~~the~~assurance ~~maintenance~~regarding prevention or timely detection of ~~records~~unauthorized ~~that~~acquisitions, inuse ~~reasonable~~or ~~detail~~disposition ~~accurately~~of ~~and~~our ~~fairly~~assets ~~reflect~~that ~~the~~could ~~transactions~~have ~~and~~a ~~dispositions~~material ofeffect ~~our~~on ~~assets;~~the financial statements.

oInternal ~~Provide~~control ~~reasonable~~over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. It is a process that ~~transactions~~involves ~~are~~human ~~recorded~~diligence asand ~~necessary~~compliance and is subject to ~~permit~~lapses ~~preparation~~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 ~~statements~~reporting. inHowever, ~~accordance~~these ~~with~~inherent ~~generally~~limitations ~~accepted~~are ~~accounting~~known ~~principles~~features of the financial reporting process. Therefore, ~~and~~it ~~that~~is ~~our~~possible ~~receipts~~to design into the process certain safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and ~~expenditures~~maintaining ~~are~~adequate ~~being~~internal ~~made~~control ~~only~~over inour ~~accordance~~financial ~~with~~reporting. ~~authorization~~To avoid segregation of ~~our~~duties due to management ~~and~~accounting ~~directors;~~size, ~~and~~management has engaged an outside CPA to assist in the financial reporting.

oManagement ~~Provide~~has ~~reasonable~~used ~~assurance~~the ~~regarding~~framework ~~prevention~~set orforth ~~timely~~in ~~detection~~the report entitled Internal Control - Integrated Framework published by the Committee of ~~unauthorized~~Sponsoring ~~acquisitions~~Organizations of the Treadway Commission, ~~use~~known oras ~~disposition~~COSO, to evaluate the effectiveness of our ~~assets~~internal ~~that~~control ~~could~~over ~~have~~financial areporting. ~~material~~Based ~~effect~~upon onthis ~~the~~assessment, management has concluded that our internal control over financial ~~statements~~reporting was effective at December 31, 2012.

~~Internal~~Disclosure ~~control~~Controls ~~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.~~Procedures

~~Because~~Our ofdisclosure ~~such~~controls ~~limitations,~~and ~~there~~procedures is(as adefined ~~risk~~in ~~that~~Exchange ~~material~~Act ~~misstatements~~Rule ~~may~~13a-15(e)) ~~not~~are bedesigned ~~prevented~~to orprovide ~~detected~~reasonable onassurance athat ~~timely~~information ~~basis~~required byto ~~internal~~be ~~control~~disclosed ~~over~~in ~~financial~~our ~~reporting.~~reports ~~However,~~filed ~~these~~or ~~inherent~~submitted ~~limitations~~under ~~are~~the ~~known~~1934 ~~features~~Act, ofsuch ~~the~~as ~~financial~~this ~~reporting~~Annual ~~process.~~Report ~~Therefore,~~on itForm 10-K, is ~~possible~~recorded, toprocessed, ~~design~~summarized ~~into~~and reported within the ~~process~~time ~~certain~~periods ~~safeguards~~specified toin ~~reduce,~~the ~~though~~Securities ~~not~~and ~~eliminate,~~Exchange ~~this~~Commission's ~~risk. Management~~rules isand ~~responsible~~forms. ~~for~~Our ~~establishing~~disclosure controls and ~~maintaining~~procedures ~~adequate~~are ~~internal~~also ~~control~~designed ~~over~~to ~~our~~ensure ~~financial~~that ~~reporting. To~~such ~~avoid~~information ~~segregation~~is ofaccumulated ~~duty~~and ~~due~~communicated to ~~management~~our ~~accounting size~~management, ~~management~~including ~~had~~our ~~engaged~~Chief anExecutive ~~outside~~Officer/Chief ~~CPA~~Financial Officer, to ~~assist~~allow intimely ~~the~~decisions ~~financial~~regarding ~~reporting~~required disclosure.

~~Management~~Our ~~has~~Chief ~~used~~Executive ~~the~~Officer/Chief ~~framework~~Financial ~~set~~Officer ~~forth~~has inconducted ~~the~~an ~~report~~evaluation ~~entitled~~of ~~Internal~~the ~~Control~~effectiveness -of ~~Integrated~~our ~~Framework~~disclosure ~~published~~controls byand ~~the~~procedures. ~~Committee~~We ofperform ~~Sponsoring~~this ~~Organizations~~evaluation ofon ~~the~~a ~~Treadway~~quarterly ~~Commission,~~basis ~~known~~so asthat ~~COSO,~~the toconclusions ~~evaluate~~concerning the effectiveness of our ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures ~~reporting~~can be reported in our quarterly reports on Form 10-Q and Annual Report on Form 10-K. Based ~~upon~~on this ~~assessment~~evaluation, ~~management~~our ~~has~~Chief ~~concluded~~Executive ~~that~~Officer/Chief ~~our~~Financial ~~internal~~Officer ~~control~~is ~~over~~required ~~financial~~to ~~reporting~~conclude ~~was~~on ~~effective~~the aseffectiveness of the disclosure controls and ~~for~~procedures as at the end of the year ~~ended~~covered ~~December~~by ~~31,~~this ~~2011~~Annual Report.

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.20

28The Company's disclosure controls and procedures were not effective at each of March 31, 2012, June 30, 2012 and September 30, 2012, due to the Company's inadvertent failure to include in its conclusion in the quarterly reports on Form 10-Q for quarters thereafter ended management's assessment of disclosures controls and procedures.

As a result of our ineffective controls and procedures, we took and are taking measures to enhance the ability of our systems of disclosure controls and procedures to timely identify and respond to changes in the applicable securities filing regulations that are applicable to us.

In December 2012, we made some changes in our disclosure controls and procedures that addressed a prior disclosure weakness which resulted in us filing the Form 10K/A for the fiscal year ended December 31, 2011 that addressed us omitting the proper disclosures of management's assessment of disclosure controls and procedures.

Changes in Internal Controls

~~There~~We have ~~been~~made no changes in our internal ~~controls~~control 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~~We ~~Company~~have isinitiated ~~not~~changes anin ~~"accelerated~~our ~~filer"~~quarterly ~~for~~review ~~the~~process ~~2011~~with ~~fiscal~~our ~~year~~independent ~~because~~public itaccounting isfirm. ~~qualified~~In asJanuary aand ~~"small~~March ~~business issuer.” Hence~~2013, ~~under~~the ~~current~~changes ~~law,~~in ~~the~~our internal controls ~~certification~~over ~~and~~financial ~~attestation~~reporting ~~requirements~~addressed ofour ~~Section~~prior ~~404~~weaknesses ofthat ~~the~~included ~~Sarbanes-Oxley~~our ~~act~~disclosure ~~will~~controls ~~not~~and ~~apply~~procedures. toWe ~~the~~instituted ~~Company. This~~new ~~Annual~~reporting ~~report~~and onapproval ~~Form~~procedures ~~10-K~~that ~~does~~have ~~not~~remediated ~~include~~the andisclosed ~~attestation~~material ~~report~~weaknesses ofand ~~our~~we ~~registered~~further ~~public~~now ~~accounting~~conclude ~~firm~~that ~~regarding~~our internal ~~control~~controls over financial reporting~~. Management's~~ ~~report~~ was ~~not~~effective ~~subject~~for tothe ~~attestation~~prior byreported ~~our~~quarters, ~~registered~~as ~~public~~reflected ~~accounting~~on ~~firm~~the ~~pursuant~~prior toquarterly ~~temporary~~reports. ~~rules~~These ofchanges ~~the~~were ~~Securities~~also ~~and~~applied ~~Exchange~~as ~~Commission~~it ~~that~~relates ~~permit~~to usthe tofinancial ~~provide~~statements ~~only~~contained ~~management's~~in this report in ~~this~~accordance ~~Annual~~with ~~Report~~generally onaccepted ~~Form~~accounting ~~10-K~~principles.

~~Item~~The 9BCompany is not an "accelerated filer" for the 2012 fiscal year because it is qualified as a "small business issuer". ~~Other~~ ~~Information~~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.

WeITEM have filed a registration statement on Form S-1 that went effective on January 25, 2012 which may have 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 if we were required to file reports under the Exchange Act9B. As atOTHER ~~December 31, 2011, we were not required to file reports with the Securities and Exchange Commission~~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~~ITEM 10. ~~Directors~~ DIRECTORS, ~~Executive~~EXECUTIVE ~~Officers~~OFFICERS, ~~and~~AND ~~Corporate~~CORPORATE ~~Governance,~~GOVERNANCE.

~~The~~Our ~~sole member of the board of~~ directors ofand ~~the issuer serves until the next annual meeting of the stockholders or until her successor or successors have been elected. The~~ officers ~~serve~~(and atpromoters, ~~the~~affiliates ~~pleasure of the board of directors. Information as to our director~~ and ~~executive~~control ~~officer~~persons) isare as follows:

Name	~~Name~~	Age	~~Age~~	Position	~~Position~~
	Maureen Cottrell 3416 Rollsreach Drive San Diego, CA 92111		49		President/Chief Executive Officer/ Secretary/Treasurer/Chief Financial Officer and Director
Maureen Cottrell		51		President/Chief Executive Officer/Secretary/Treasurer/Chief Financial Officer and Director

~~All~~The ~~directors~~above ~~hold~~listed ~~office~~officer and director will serve until the next annual ~~stockholders'~~ meeting of the shareholders or until ~~their~~there death, resignation, retirement, removal, or disqualification, or until ~~their~~her successors have been duly elected and qualified. Vacancies in the existing Board of Directors may be filled by majority vote of the remaining Directors. Officers of the Company serve at the will of the ~~board~~Board of Directors. There are no agreements or understandings for any officer or directors to resign at the request of another person and no officer or directors is acting on behalf of or will act at the direction of any other person.

29Conflicts of Interest

~~Board~~Maureen ~~Meetings~~Cottrell is associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in there acting as our officers and directors. Insofar as the officers and directors are engaged in other business activities, management anticipates they will devote only a minor amount of time to the Company's affairs.

Our ~~board~~sole ~~held~~officer ~~four~~and ~~(4)~~director ~~meetings~~now ~~during~~and may in the ~~period~~future ~~covered~~become shareholders, officers or directors of other companies which may be engaged in business activities similar to those conducted by ~~this~~the ~~annual~~Company. ~~report~~Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of the Company or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. We do not currently have a right of first refusal pertaining to opportunities that come to management's attention insofar as such opportunities may relate to the Company's proposed business operations.

~~Audit~~The ~~Committee~~officers and directors are, so long as they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's plan of operation which come to the officer or director’s attention, either in the performance of duties or in any other manner, will be considered opportunities of, and be made available to the Company and the companies that the officer and director is affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director.

~~Our~~We ~~board~~have ~~of directors has~~ not ~~established~~adopted ~~an audit committee. In addition, we do not have~~ any other ~~compensation~~conflict ~~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~~interest ~~there~~policy ~~can~~with berespect noto 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~~transactions.

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.22

~~Code~~ITEM of11. ~~Ethics~~EXECUTIVE COMPENSATION.

WeMaureen ~~have~~Cottrell did not ~~yet~~receive ~~adopted~~any acompensation ~~code~~for ofservices ~~ethics~~rendered ~~that applies~~ to ~~our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. When adopted,~~ the ~~code of ethics will be posted on the investor 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~~, wenor ~~intend~~has toeach ~~satisfy~~received ~~the disclosure requirements under Item 10 of Form 8-K regarding the adoption or amendment to or waiver from, a provision of the code of ethics by posting~~ such ~~information~~compensation onin the ~~website~~past.

~~Other~~It is possible that persons associated with management may refer a prospective merger or acquisition candidate to the Company. Our officers and directors will not receive any finder’s fee, either directly or indirectly, as a result of their efforts to implement the Company's business plan.

~~Our~~We ~~sole~~have ~~officer~~no ~~and~~retirement, ~~director~~pension, ~~may~~profit besharing, ~~deemed~~stock ~~parents~~option ~~and~~or ~~promoters~~insurance ofprograms ~~the~~or ~~Company~~other assimilar ~~those~~programs ~~terms are~~for ~~defined~~the bybenefit ~~the~~of ~~Securities~~its ~~Act~~employees.

~~There~~ITEM ~~are~~12. noSECURITY ~~agreements~~OWNERSHIP orOF ~~understandings~~CERTAIN ~~for~~BENEFICIAL ~~any~~OWNERS ~~officer~~AND orMANAGEMENT ~~director~~AND ofRELATED ~~the~~STOCKHOLDER ~~Company to resign at the request of another person and none of the officers or directors is acting on behalf of or will act at the direction of any other person~~MATTERS.

30(a) Security Ownership of Certain Beneficial Owners.

~~Item~~The ~~11. Executive~~following ~~Compensation~~table sets forth the security and beneficial ownership for each class of our equity securities for any person who is known to be the beneficial owner of more than five (5%) percent of the Company.

No cash compensation, deferred compensation or long-term incentive plan awards were paid, issued, or granted to Awareness’s management since its inception on April 28, 2010. Further, Awareness has not granted any option or stock appreciation rights.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Ownership (*)	Percent of Class

Common	Maureen Cottrell	Direct		2,000,000
	3416 Rollsreach Drive
	San Diego, CA 92111

~~Compensation~~(b) Security Ownership of ~~Director~~Management.

~~Employment~~The ~~Contracts~~following ~~and~~table ~~Termination~~sets forth the ownership for each class of ~~Employment~~equity securities of the Company owned beneficially and ~~Change-in-Control~~of ~~Arrangements~~record by all of our directors and officers.

There are no employment contracts, compensatory plans or arrangements, including payments to be received from Awareness, with respect to any director or executive officer of Awareness which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with Awareness, any change in control of Awareness, or a change in the person's responsibilities following a change in control of Awareness.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Ownership (*)	Percent of Class

Common	Maureen Cottrell	2,000,000		89.9	%
	3416 Rollsreach Drive	Direct
	San Diego, CA 92111

Common	All Officers and Directors	2,000,000		89.9	%
	as a Group one [1] individuals)

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~23

~~The following table sets forth the security and beneficial ownership for each class of our equity securities for any person who is known to be the beneficial owner of more than five~~ (5%c) ~~percent~~Application of ~~the~~California ~~issuer~~Law.

	Maureen Cottrell	2,000,000
	3416 Rollsreach Drive
	San Diego, CA 92111

~~The~~Our ~~total~~existing director who is also a shareholder will be able to elect all of ~~Awareness’s~~the ~~outstanding~~members ~~common~~of ~~stock~~the isboard ~~held~~of bydirectors 22even ~~persons~~if Section 2115 is applicable.

31(d) Other.

~~Item~~The ~~13. Certain~~total ~~Relationships~~of ~~and~~the ~~Related~~Company's ~~Transactions,~~outstanding ~~and~~Common ~~Director~~Shares ~~Independence~~are held by 22 persons.

ByITEM the definition of Rule 405 of the Securities Act, Maureen Cottrell is a promoter of Awareness in that she is a “person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer13.~~” Maureen~~ ~~Cottrell~~CERTAIN ~~has~~RELATIONSHIPS ~~not,~~AND ~~nor~~RELATED ~~will she~~TRANSACTIONS, ~~receive~~AND ~~anything~~DIRECTOR ~~of value or other consideration as a promoter of Awareness~~INDEPENDENCE.

~~Since~~There ~~the~~have ~~date~~been ~~of our~~no ~~incorporation,~~related ~~Maureen~~party ~~Cottrell has not had any material interest~~transactions, ~~direct~~ or ~~indirect, in~~ any ~~transaction~~other ~~with~~transactions us or ~~has~~relationships ~~any~~required ~~presently~~to ~~proposed~~be ~~transaction~~disclosed ~~that~~pursuant has or will materially affect: (i) any of our directors or officers; (ii) any person proposed as a nominee for election as a Director; (iii) any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to ~~our~~Item ~~outstanding~~404 ~~shares~~ of ~~common~~Regulation ~~stock; or (iv) any members of the immediate family (including spouse, parents, children, siblings and in~~S-~~laws) any of the above persons~~B.

~~Item~~Maureen ~~14. Principal~~Cottrell ~~Accounting~~has ~~Fees~~agreed to provide the necessary funds, without interest, for us to comply with the 1934 Act provided that she is an officer and ~~Services~~director of the Company when the obligation is incurred. All advances are interest-free.

~~Audit~~ITEM ~~and~~14. ~~Non-Audit~~PRINCIPAL ~~Fee~~ACCOUNTANT FEES AND SERVICES.

~~Fiscal~~Audit ~~Year~~and ~~Ended~~Non-Audit ~~December 31:~~Fees

	2010		2011
	Fiscal Year Ended December 31,
Audit Fees	$	2,925	$	2,675
	2012		2011
Audit Related Fees	none		none
Audit Fees	$	8,744	$	2,675
Tax Fees	none		none
Audit Related Fees	None		None
All Other Fees	none		none
Tax Fees		400		None
All Other Fees	None		None

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, ~~CPA~~ in 2011 and 2012 were pre-approved by the Board of Directors.

3224

~~PART~~ITEM IV15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Item 15. Exhibits, Financial Statement Schedule.

There are no reports on Form 8-K incorporated herein by reference.

We are a reporting company pursuant to the requirements of the 1934 Act and we file quarterly, annual and other reports with the Securities and Exchange Commission. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Commission, 100 F. Street, N.E., Washington, D.C. 20549-0406. The copies of such material may also be obtained by mail from the Public Reference Section of the Commission at 100 F. Street, N.E., Washington, D.C. 20549-0406, at the prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission.

The following documents are filed as part of this report:

31.1	~~31.1~~	Certification of Chief Executive Officer.
	31.2	Certification of Chief Financial Officer.*
32.1		Section 906 Certification.
	32.1	Section 906 Certification.
32.2		Section 906 Certification.*
	32.2	Section 906 Certification.**

* Included in Exhibit 31.1

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** Included in Exhibit 32.1

33** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of Section 1213 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this ~~registration~~report ~~statement~~ to be signed on its behalf by the undersigned, thereunto duly authorized.

	AWARENESS FOR TEENS, INC.
Date: March 13, 2012	By:	/s/ Maureen Cottrell
Date: August 1, 2014	By:	/s/ Maureen Cottrell
		Maureen Cottrell
		President (Principal Executive Officer),
		President (Chief Executive Officer) and Director
		Secretary/Treasurer (Principal Financial Officer) and Sole Director

34Pursuant 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.

	AWARENESS FOR TEENS, INC.

Date: August 1, 2014	By:	/s/ Maureen Cottrell
		Maureen Cottrell
		President (Chief Executive Officer) and Director

Date: August 1, 2014	By:	/s/ Maureen Cottrell
		Maureen Cottrell
		Secretary/Treasurer, Chief Financial Officer and Director

Filing Compare · AWARENESS FOR TEENS, INC.