-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MROrU3/auZoVTzZbDaHbHHwoM7iQkhHUsbkAg5S06oLiKVrbRyoPvGBnBDvpvyBn EwIcsFzTKwaHa4+aiJQSlQ== 0001092306-07-000534.txt : 20071031 0001092306-07-000534.hdr.sgml : 20071030 20071031130024 ACCESSION NUMBER: 0001092306-07-000534 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20071031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Teen Education Group, Inc. CENTRAL INDEX KEY: 0001413581 IRS NUMBER: 260326468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-147045 FILM NUMBER: 071201991 BUSINESS ADDRESS: STREET 1: 70707 FRANK SINATRA DRIVE STREET 2: UNIT 59 CITY: RANCHO MIRAGE STATE: CA ZIP: 92270 BUSINESS PHONE: 702-248-1027 MAIL ADDRESS: STREET 1: 70707 FRANK SINATRA DRIVE STREET 2: UNIT 59 CITY: RANCHO MIRAGE STATE: CA ZIP: 92270 SB-2 1 teensb2.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEEN EDUCATION GROUP, INC. ______________________________________________ (Name of small business issuer in its charter) DELAWARE 8200 26-032648 ________________________________________________________________________________ (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) Teen Education Group, Inc. 70707 Frank Sinatra Drive Unit 59 Rancho Mirage, California 92270 (702) 248-1027 _____________________________________________________________ (Address and telephone number of principal executive offices) The Company Corporation 2711 Center Road Suite 400 Wilmington, Delaware 19809 (800) 818-0204 __________________________________________________________ (Name, address and telephone numbers of agent for service) COPIES OF ALL COMMUNICATIONS TO: Ronald J. Stauber, Esq., Ronald J. Stauber, Inc. 1880 Century Park East, Suite 300, Los Angeles, CA 90067 (310) 556-0080 - Fax (310) 556-3687 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this Form is a post effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] CALCULATION OF REGISTRATION FEE ________________________________________________________________________________ Title of Proposed Proposed Each Class of Maximum Maximum Amount of Securities To Amount To Be Offering Price Aggregate Registration Be Registered Registered(1) Per Unit Offering Price Fee ________________________________________________________________________________ Common 250,000 $0.10 $25,000.00 $6.14 ________________________________________________________________________________ (1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 2 ________________________________________________________________________________ Prospectus TEEN EDUCATION GROUP, INC. Up to 250,000 Shares of Common Stock Offering price of $0.10 This offering by Teen Education Group, Inc. (sometimes "Teen") consists of a new issue of up to 250,000 shares of common stock, $0.001 par value (sometimes "shares") of Teen at a price of $ 0.10 per share for a period of 3 months from the effective date of this prospectus. There is no minimum number of shares being offered and we have two classes of shares authorized (common and preferred). There are no preferred shares of stock issued or outstanding. Only the shares of common stock are being sold. The shares are not listed on any national securities exchange and the Nasdaq Stock Market does not list the shares being offered. THIS OFFERING IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK TO THE PUBLIC INVESTORS AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT (SEE RISK FACTORS AND DILUTION). This offering involves a high degree of risk; see "RISK FACTORS" beginning on page 7 to read about factors you should consider before buying shares of the common stock. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR PROVINCIAL SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Offering: ================================================================================ 250,000 SHARES OFFERED PRICE PER SHARE TOTAL Public Price $0.10 $ 25,000 Underwriting Discounts and Commissions -- 0.00 _____ ________ Total $0.10 $ 25,000 ================================================================================ This is a best efforts public offering, with no minimum purchase requirement. 1. Teen is not using an underwriter for this offering. 2. There is no arrangement to place the proceeds from this offering in an escrow, trust or similar account. Delaware law does not require that funds raised pursuant to the sale of securities be placed into an escrow account. Any funds raised from this offering will be immediately available to Teen for its use. 3. The closing date for this offering is November __, 2007. The information in this prospectus is not complete and may be changed. Teen may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The date of this Prospectus is November __, 2007. 3 TABLE OF CONTENTS Item No. Item in Form SB-2 Prospectus Caption Page No. 1 Front of Registration Statement and Outside Front Cover Page of Prospectus 2 Prospectus Cover Page 3 Prospectus Summary 5 4 Risk Factors 7 5 Use of Proceeds 13 6 Determination of Offering Price 16 7 Dilution 16 8 Selling Security Holders 18 9 Plan of Distribution 18 10 Legal Proceedings 19 11 Directors, Executive Officers, Promoters and Control Persons 19 12 Security Ownership of Certain Beneficial Owners and Management 19 13 Description of Securities 20 14 Interest of Named Experts and Counsel 20 15 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 21 16 Organization within Last Five Years 17 Description of Business 21 18 Plan of Operation 25 19 Description of Property 28 20 Certain Relationships and Related Transactions 28 21 Market for Common Equity and Related Shareholder Matters 29 22 Executive Compensation 32 23 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 32 24 Financial Statements 33 4 Securities offered through this prospectus will not be sold through dealers, but will be sold on a direct participation basis only. Prospectus Summary and Risk Factors SUMMARY INFORMATION This is a summary and the information is selective, it does not contain all information that may be important to you. The summary highlights the more detailed information and financial statements appearing elsewhere in this document. It is only a summary. We urge you to read the entire prospectus carefully. Your attention is specifically called to the Risk Factors beginning on page 6 and the financial statements and the explanatory notes before making any investment decision. The Company: TEEN EDUCATION GROUP, INC. was incorporated on April 16, 2007 in the State of Delaware. Our principal executive offices are located at 70707 Frank Sinatra Drive, Unit 59, Rancho Mirage, California 92270 (702) 248-1027. As of the date of this prospectus, we have no revenues or operations. We are a development stage company. We have not had any revenues or operations and we have few assets. We do not expect to have revenues until at least three months after our registration statement becomes effective. Since incorporation, we have not made any purchases or sale of assets nor have we been involved in any mergers, acquisitions or consolidations. Teen has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings. We are in the process of establishing ourselves as providing financial literacy and money management educational programs for teenagers on a fee for service offered basis. Securities Offered: Up to 250,000 shares of common stock with no minimum number of shares are being offered. There is no minimum on the number of shares that have been designated for sale. Accordingly, once our securities are purchased, the investor will not be able to obtain a return of the investment, regardless of the number of shares sold. 5 Offering Price Per $0.10 per share of common share with a par Share: value of $0.001 per share. Offering: Our shares are being offered on a self underwriting basis by Robert L. Wilson for a period not to exceed three months from the effective date of this prospectus, on a best effort basis. Determination of The offering price has been arbitrarily Offering Price: determined by us based upon what we believe purchasers of such speculative issues would be willing to pay for our securities and bears no relationship whatsoever to assets, earnings, book value or any other established criteria of value Net Proceeds: Approximately $25,000 with all of the proceeds will be going to us. Use of Proceeds: The following table indicates how our company intends to use these proceeds of this offering. Proceeds from Sale of Common Stock $25,000 Expenses Curriculum Development 7,000 Educational and Training Material 3,000 Training Expense 1,000 Website Development 2,000 Marketing and Promotional Expenses 2,000 Legal and Accounting Fees 5,000 Furniture and Equipment 2,000 Miscellaneous Administrative Costs 3,000 _______ Total $25,000 Number of Shares of the Common Stock Outstanding: Before the Offering: 2,000,000 Shares being Offered: 250,000 _________ After the Offering: 2,250,000 Risk Factors: Our securities being offered involve a high degree of risk and immediate substantial dilution and should not be purchased by investors who cannot afford to lose their entire investment. Such risk factors include, among others, lack of operating history and limited resources, no escrow of proceeds, and lack of a viable market for the securities (See "Risk Factors" on page 7.) 6 Summary of Financial Information: AS AT SEPTEMBER 30, 2007 Current Assets $ 0 Current Liabilities $2,232 Loans from Shareholders $2,232 FROM APRIL 16, 2007 TO SEPTEMBER 30, 2007 Revenue $0 Net Loss $7,232 We have not begun operations and are currently without revenues. We have no full-time employees at the present time. As at September 30, 2007, our accumulated deficit was $7,232. We anticipate that we will operate in a deficit position and continue to sustain net losses for the foreseeable future. RISK FACTORS THE PURCHASE OF THE SECURITIES BEING OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK TO THE INVESTORS AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. THE OFFERING PRICE HAS BEEN ARBITRARILY DETERMINED ON WHAT WE BELIEVE PURCHASERS OF A SPECULATIVE OFFERING WOULD BE WILLING TO PAY FOR THE SECURITIES AND BEARS NO RELATIONSHIP WHATSOEVER TO ASSETS, EARNINGS, BOOK VALUE OR ANY OTHER ESTABLISHED CRITERIA OF VALUE. Prior to investing in the shares, a prospective investor should consider carefully the following risks and highly speculative factors that may affect our business. In analyzing this offering, prospective investors should carefully consider, among other factors, the following: 1. As a start-up or development stage company, our business and prospects are difficult to evaluate because we have no operating history and our business model is evolving, an investment in us is considered a high risk investment whereby you could lose your entire investment. We have just commenced operations and, therefore, we are considered a "start-up" or "development stage" company. We have not yet owned and/or operated and/or provided any educational services. We will incur significant expenses in order to implement our business plan. As an investor, you should be aware of the difficulties, delays and expenses normally encountered by an enterprise in its development stage, many of which are beyond our control, including unanticipated developmental expenses, and advertising and marketing expenses. We cannot assure you that our proposed business plan as described in this prospectus will materialize or prove successful, or that we will ever be able to operate profitably. If we cannot operate profitably, you could lose your entire investment. 7 We face the challenge of successfully implementing our business plan. There is, therefore, nothing at this time on which to base an assumption that our business will prove successful, and there is no assurance that we will be able to operate profitably if or when operations commence. You may lose your entire investment do to our lack of experience. Our plan of operation is our best estimate and analysis of the potential market, opportunities and difficulties that we face. There can be no assurances that the underlying assumptions accurately reflect our opportunities and potential for success. Competition for the delivery of education skills is intense, and with other economic forces, this makes forecasting of revenues and costs difficult and unpredictable. If our estimates and analysis is incorrect, you could lose your entire investment. 2. Our working capital will be limited. We will need additional capital to fund our operations and finance future growth, and we may not be able to obtain it on terms acceptable to us or at all. This will impede our growth and operating results. There is no minimum amount that must be sold in this offering. Although we will be able to commence operations without raising any funds in this offering, we will have little or no working capital on hand. Our ability to commence and continue operations and operate as a going concern may be contingent on the successful completion of all or part of this offering, it may depend on our ability to borrow funds from Robert L. Wilson and unrelated third parties, and the receipt of proceeds from those enrolling in the educational program on commencement of operations. As of this date, we have generated no income and there can be no assurance that any such income will be forthcoming in the future. Our inability to fund our operations will impede our growth and operating results and may also result in a loss of your investment. 3. We expect to incur losses in the future and, as a result, the value of our shares and our ability to raise additional capital may adversely affect our ability to sustain growth and our operations may suffer. We have no operating history and, therefore, no revenues. We expect to incur losses during our first year of operation. There can be no assurances that we will achieve profitability in the future, or, if so, as to the timing or amount of any such profits. We plan to use any revenues received to support our plan of operations and to commence our sales and marketing. Many of the expenses associated with these activities are relatively fixed in the short-term. We may be unable to adjust spending quickly enough to offset unexpected revenue shortfalls. If so, our operational results will suffer. We should have sufficient capital to meet our operating expenses for the next twelve (12) months. After that time, we will either need to raise additional funds or realize additional revenue from our business activities to meet our cash requirements. There can be no guarantee that we will be successful in securing additional financing should the need arise. 8 Our inability to fund our operations will impede our growth and operating results and may also result in a loss of your investment. 4. Failure to secure additional financing may result in termination of Teen's operations and eliminate any value in Teen's stock. We may require additional financing in order to establish profitable operations. Such financing, if required, may not be forthcoming. Even if additional financing is available, it may not be available on terms we find favorable. Failure to secure the needed additional financing will have a very serious, if not fatal, effect on our ability to survive. As of September 30, 2007, we had no working capital and our losses to that date totaled $7,232. 5. Teen's business model is unproven. Thus it is difficult for an investor to determine the likelihood of success or risk to his investment. Teen was formed on April 16, 2007. As of the date of this prospectus, we do not have any revenues or operations, and we have no assets. We do not expect to have revenues until at least three months after this prospectus becomes effective. Due to our lack of operating history, the revenue and income potential of our business is unproven. If we cannot successfully implement our business strategies of creating and marketing of an educational curriculum to teach personal financial management skills to teenagers, we may not be able to generate sufficient revenues to operate profitably. Consequently our investors may lose a substantial portion of or their entire investment. 6. We have no minimum share purchase requirement thus early investors may face the loss of their investment if Teen's operations are not commenced due to the failure of this offering. The offering is not subject to any minimum share purchase requirement. Consequently, the early investor is not assured of any other, later shares being sold. You may be the only purchaser. We are dependent upon this offering to be able to implement our business plan and our lack of revenues and profits may make our obtaining additional capital more difficult. We presently have no significant operating capital and we are totally dependent upon receipt of the proceeds of this offering to provide the capital necessary to commence our proposed business. Upon completion of the offering, the amount of capital available to us will still be extremely limited, especially if less than the total amount of the offering is raised since this is not an underwritten offering. We have no commitments for additional cash funding beyond the proceeds expected to be received from this offering. If we need and are unable to raise additional capital, then you may lose your entire investment. 9 7. Teen shareholders' investment will be illiquid due to a lack of a public trading market and thus our shareholders may not be able to recover all of their investment in Teen. 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. 8. Teen's auditor has expressed doubts as to our ability to continue as a going concern. In the opinion of our auditor, since we have not generated revenue from operations, it raises substantial doubt about Teen's ability to continue as a going concern. 9. Teen's curriculum material may not be sufficient to ensure Teen's success in its intended market resulting in the termination of Teen's operations and a loss of shareholders' investment. Initially, the only course Teen will be offering is a financial literacy and money management program for teenagers on a fee for service offered basis for our course. As such, our survival is dependent upon the market acceptance of this sole course material. Should this course material be too narrowly focused or should the target market be not as responsive as Teen anticipates, we will not have any other course material that can be offered to ensure our survival in the educational marketplace. While we believe that our course material and providing a financial literacy and money management program for teenagers on a fee for service offered basis, this view may not be shared by their parents. In such an event, we may not be able to attract sufficient students to make it a viable business operation, and we may subsequently fail due to this lack of acceptance in our course material. 10. The loss of Robert L. Wilson or our inability to attract and retain qualified personnel could significantly disrupt or harm our business and our operating results would suffer. We are wholly dependent, at present, on the personal efforts and abilities of Robert L. Wilson, our sole officer and director. The loss of services of Robert L. Wilson will disrupt if not stop our operations. In addition, our success will depend on our ability to attract and retain highly motivated, well-qualified lecturers or employees. Our inability to recruit and retain such individuals may delay the planned commencement of operations and or result in high employee turnover, which could have a material adverse effect on 10 our business or results of operations once commenced. Accordingly, without suitable replacements and employees to operate Teen, our operations will suffer. 11. Robert L. Wilson will own approximately 89% of our shares after the offering that permits him to exert influence over us or to prevent a change of control. After giving effect to this offering, Robert L. Wilson, our sole director and officer, will beneficially own approximately 89% of our outstanding shares of common stock, if all of the shares are sold in this offering. As a result of this stock ownership, Robert L. Wilson will continue to influence the vote on all matters submitted to a vote of our shareholders, including the election of directors, amendments to the certificate of incorporation and the by-laws, and the approval of significant corporate transactions. This consolidation of voting power could also delay, deter or prevent a change of our control that might be otherwise beneficial to shareholders. 12. You will not receive dividend income from an investment in the shares and as a result, the purchase of the shares should only be made by an investor who does not expect a dividend return on the investment. We have never declared or paid a cash dividend on our shares nor will we in the foreseeable future. We currently intend to retain future earnings, if any, to finance the operation and expansion of our business. Accordingly, investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of our securities. As we do not intend to declare dividends in the future, you may never see a return on your investment and you indeed may lose your entire investment. 13. We have arbitrarily determined the initial public offering price and this may not be the market price of the shares after the offering, as a result, future sales of the stock could be at a lesser price than the offering price. The offering price of the shares has been arbitrarily determined by us based on what we believe purchasers of such speculative issues would be willing to pay for the shares of Teen and does not necessarily bear any material relationship to book value, par value, or any other established criterion of value. As a result, it may be difficult for you to resell your shares at or above the offering price. You may also lose your entire investment if the price of the shares being sold is too high. 14. You may not be able to resell any shares you purchased in this offering. There is no 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 of such market 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 11 you to find a willing buyer for your shares should you decide t sell then in the future or to resell the shares at or above the offering price. 15. Our issuance of further shares will dilute our common stock and could cause our stock price to decline. The shares, if all are sold, being offered in this prospectus represents approximately 11% of our total issued and outstanding shares on a fully-diluted basis. If you invest in our shares, your interest will be diluted to the extent of the differences between the price per share you pay for the common stock of $0.10 per share and the pro forma as adjusted net tangible book value per share which would be $.01 at the time of sale which is a dilution of 90% of your investment. We calculate net tangible book value per share by subtracting from our total assets all intangible assets and total liabilities, and dividing the result by the number of outstanding shares of common stock. Furthermore, we may issue additional shares, options and warrants and we may grant stock options to our employees, officers, directors and consultants under our future stock option plans, all of which may further dilute our net tangible book value. The dilution of our shares could lower the price a willing buyer would pay for our shares based on the fact our net asset value per share and/or our earnings ratio per share would be reduced. 16. Future sales of restricted shares could decrease the price a willing buyer would pay for shares of our common stock, could cause our price to decline and could impair our ability to raise capital. We currently have 2,000,000 shares of common stock issued and outstanding, all of which is held by Robert L. Wilson, our sole officer and director. These shares are considered restricted securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended. These shares in the future may be available for sale under exemptions from registration. Future sales of common stock by Robert L. Wilson under exemptions from registration or through 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 on the prevailing market price of our common stock at any given time. 17. Our common stock has no public market and the value may decline after the offering and our common stock may never be public traded and you may have no ability to sell the shares. There is no established public trading market or market maker for our securities. There can be no assurance that a market for our common stock will be established or that, if established, a market will be sustained. Therefore, if you purchase our securities you may be unable to sell them. Accordingly, you should be able to bear the financial risk of losing your entire investment. We plan to seek a listing on the OTC Bulletin Board once our registration statement has been declared effective. We will contact a market maker to seek the listing on our behalf. 12 Only market makers can apply to quote securities. Market makers who desire to initiate quotations in the OTC Bulletin Board system must complete an application (Form 211) and by doing so, will have to represent that it has satisfied all applicable requirements of the Securities and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority, Inc. ("FINRA") Bylaws. The OTC Bulletin Board will not charge us with a fee for being quoted on the service. FINRA rules prohibit market makers from accepting any remuneration in return for quoting issuers' securities on the OTC Bulletin Board or any similar medium. We intended to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and, as such, we may be deemed compliant with Rule 15c2-11. The FINRA will review the market maker's application and if cleared, it cannot be assumed by any investor that any federal, state or self-regulatory requirements other than certain FINRA rules and Rule 15c2-11 have been considered by the FINRA. Furthermore, the clearance should not construed by any investor as indicating that the FINRA, the Securities and Exchange Commission or any state securities commission has passed upon the accuracy or adequacy of the documents contained in the submission. 18. We have not contacted any market maker for sponsorship of our shares on the OTC Bulletin Board. The OTC Bulletin Board is a market maker or dealer-driven system offering quotation and trading reporting capabilities-a regulated quotation service - that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchanges. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting market makers or dealers in stocks. If we are unable to obtain a market maker to sponsor ourapproval for trading, we will be unable to develop a trading market for our common stock. We may be unable to locate a market maker that will agree to sponsor our shares. Even if we do locate a market maker, there is no assurance that our shares will be able to meet the requirements for a quotation or that the shares will be accepted for inclusion on the OTC Bulletin Board. 19. If our common stock does not meet blue sky resale requirements, you may be unable to resell your securities. The common stock being offered must meet the blue sky resale requirements in the states in which the proposed purchasers reside. If we are unable to qualify the securities offered and there is no exemption from qualification in certain states, the holders of the securities or the purchasers of the securities may be unable to sell them. Use of Proceeds We intend to raise $25,000 from the sale of 250,000 shares of common stock at $0.10 per share. This offering has a maximum amount of $25,000 and no 13 minimum. Teen has no intention to return any stock sales proceeds to investors if the maximum amount is not raised. As of today, Teen has already raised a total of $5,000 from the sale of common stock. This of $5,000 has been raised from the sale of stock to our sole officer and director this stock is restricted and is not being registered in this offering. The offering expenses associated with this offering are estimated to be $10,510. As at September 30, 2007, we had no cash. We had accounts payable of $2,232. Robert L. Wilson has orally agreed that he will advance Teen any funds which it may need to pay the expenses of this offering and Robert L. Wilson has advanced $282. Although no additional funds are currently contemplated, such advances will be made interest-free with no fixed terms of repayment and without any repayment from the proceeds of this offering. This will allow us to pay the remainder of the expenses of this offering from cash on hand. Teen will rely instead upon the anticipation of repayment from future revenues, if any, generated by Teen's proposed business activities. None of the offering expenses or shareholder loans are to be paid out of the proceeds of this offering. The entire sum of monies we raise from this offering will be used to finance our plan of operations. One of the purposes of the offering is to create an equity market, which allows us to more easily raise capital, since a publicly traded company has more flexibility in its financing offerings than one that does not. The following table indicates how our company intends to use these proceeds of this offering. Proceeds from Sale of Common Stock $25,000 Expenses Curriculum Development 7,000 Educational and Training Material 2,000 Training Expense 1,000 Website Development 2,000 Marketing and Promotional Expenses 5,000 Legal and Accounting Fees 1,000 Furniture and Equipment 2,000 Miscellaneous Administrative Costs 4,000 _______ Total $25,000 The above expenditure items are defined as follows: Curriculum Development: This expense refers to the cost of development of the curriculum to operate our student training sessions. Educational and Training Material: This expense will provide the funds necessary to develop the student manuals as well as visual aids for use during classroom instruction. Training Expense: This expense will provide the funds necessary for a minimal amount of service specific training for personnel. It will cover items such as room and equipment rental for training seminars, copying and printing costs for training manuals and other material. 14 Website Development: This expense is the cost associated with development of our website. Since the website will be used as a means to promote our service, preliminary website development will begin as soon as we have the funds available. Marketing and Promotional Expenses: This item refers to the cost of a basic marketing campaign and the provision of a minimal amount of educational product information to and interested parents and individuals. We expect to begin incur these costs during the second month of operations after the effective date of this prospectus, and to continue throughout the remainder of the year. Legal and Accounting Fees: This expenditure item refers to the normal legal and accounting costs associated with maintaining a publicly traded company. We expect to be making these expenditures throughout the year, commencing on the effective date of this registration. Furniture and Equipment: This expenditure refers to items such as a computer, visual aid equipment, tables and chairs, and other similar items. We expect to be making these purchases during the second month of operation after the effective date of this prospectus. Miscellaneous Administrative Costs: This expense refers to any small miscellaneous costs that have not been otherwise listed - such as bank service charges and sundry items. This amount will cover such costs during the first year of operation. There is no assurance that Teen will raise the full $25,000 as anticipated. The following is the break down of how we intend to use the proceeds if only 10 percent, 50 percent, or 75 percent of the total offering amount is raised: Expenditure Item 10% 50% 75% 100% Curriculum Development 1,000 3,500 5,250 7,000 Educational and Training Material 500 1,500 2,250 3,000 Training Expense 0 500 750 1,000 Website Development 500 1,000 1,500 2,000 Marketing and Promotional Expenses 2,500 3,750 5,000 Legal and Accounting Fees 0 500 750 1,000 Furniture and Equipment 0 1,500 2,250 2,000 Miscellaneous Administrative Costs 250 1,500 2,250 4,000 Total $ 2,500 $12,500 $18,750 $25,000 If only 10% of the offering is sold, we will continue with our development plans. However, only the most necessary tasks will be undertaken. Most of the curriculum development and educational and training material will be placed on hold until sufficient capital becomes available. We anticipate that the $2,500 plus cash on hand will 15 be sufficient to sustain us during the short-term. However, there would be insufficient funds available for furtherance of the plan of operations. In the event that only 50% of the offering amount is raised, we would be able to further our plan of operation; however, our activities will be severely restricted. We would develop our basic curriculum and produce some training material. However, marketing would be severely restricted. Only a minimal amount would be spent on professional fees. Without the ability to aggressively pursue our plan of operations, it is likely that we will take much longer to build a profitable business. If 75% of the total offering amount is raised, there will be sufficient funds to pay a significant portion of all budgeted expenditure items. The funds that we have has raised thus far from selling stock to our sole officer are not sufficient to pay all expenses of this offering, which we estimate to be approximately $10,500. Robert L. Wilson has agreed to loan us sufficient funds to pay the expenses of the offering. The total amount of the money raised from the sale of the 250,000 shares we are offering will be used for the purpose of furthering our plan of operation. Determination of Offering Price There is no established market for our stock. The offering price for shares sold pursuant to this offering is set at $0.10. Of the 2,000,000 shares of stock already purchased by our sole officer and director, these shares were sold for $0.0025 per share. Dilution "Net tangible book value" is the amount that results from subtracting the total liabilities and intangible assets from the total assets of an entity. Dilution occurs because we determined the offering price based on factors other than those used in computing book value of our stock. Dilution exists because the book value of shares held by existing shareholders is lower than the offering price offered to new investors. Teen is offering shares of its common stock for $0.10 per share through this offering. Since formation, our sole officer and director has purchased shares of our common stock for $0.0025 per share. As at September 30, 2007, the net tangible book value of Teen was approximately zero ($0) per share. If we are successful in selling all of the offered shares at the public offering price, the pro forma net tangible book value of Teen would be approximately $25,000 (before offering expenses) or approximately $.01 per share, which would represent an immediate increase of $0.09 in net tangible book value per share and $.09 or 90% per share dilution to new investors, assuming all the shares are sold at the offering price of $0.10 per share. 16 Following is a table detailing approximate dilution to investors if 10%, 50%, 75% or 100% of the offering is sold. 10% 50% 75% 100% Net Tangible Book Value PerShare Prior to Stock Sale Net Tangible Book Value Per $.00 $.00 $.00 $.00 Share After Stock Sale NIL NIL NIL .01 Increase in Net Book Value $.10 $.10 $.10 $.10 Per Share Due to Stock Sale Immediate Dilution $.10 $.10 $.10 $.10 (subscription price of $.10 less net tangible book value per share) Assuming all the shares are sold, the following table illustrates the pro forma per share dilution: Price to the Public (1) $ .10 Net tangible book value per share before offering (2) $ .00 Increase attributable to purchase of stock by new Investors (5) $ .09 Net tangible book value per share after offering (3),(4) $ .01 Dilution to new investors (6) $ .09 Percent immediate dilution to new investors (7) 90% (1) Offering price per equivalent common share. (2) The net tangible book value per share before the offering is determined by dividing the number of shares of common stock outstanding into the net tangible book value of Teen. (3) The net tangible book value after the offering is determined by adding the net tangible book value before the offering to the estimated proceeds to Teen from the current offering. (4) The net tangible book value per share after the offering is determined by dividing the number of shares that will be outstanding after the offering into the net tangible book value after the offering. (5) The increase attributable to purchase of stock by new investors is derived by taking the net tangible book value per share after the offering and subtracting from it the net tangible book value per share before the offering. 17 (6) The dilution to new investors is determined by subtracting the net tangible book value per share after the offering from the public offering price, giving a dilution value. (7) The percent of immediate dilution to new investors is determined by dividing the dilution to new investors by the price to the public. These tables compare the differences of your investment in our shares with the share investment of our existing shareholder. Robert L. Wilson has purchased a total of 2,000,000 shares for an aggregate amount of $5,000, or an average cost of $0.0025 per share. Your investment in our shares will cost you $0.10 per share. In the event that this offering is fully subscribed, the book value of the stock held by Robert L. Wilson will increase by almost $.10 per share, while your investment will decrease by over $.09 per share. If this offering is fully subscribed, the total capital contributed by new investors will be $25,000. The percentage of capital contribution will then be approximately 7% for the existing shareholder and approximately 93% for the new investors. Robert L. Wilson will then hold, as a percentage, approximately 89% of the issued and outstanding shares of Teen, while the new investors will hold, as a percentage 11%. Selling Security Holders Our current shareholder is not selling any of the shares being offered in this prospectus. Plan of Distribution There will be no underwriters used, no dealer's commissions and no finder's fees paid. Our sole officer and director of Teen, Robert L. Wilson, will sell securities on behalf of Teen in this offering. He will rely on Rule 3a4-1 to sell our securities without registering as a broker-dealer. He primarily performs substantial duties as our sole officer and director for or on behalf of the issuer otherwise than in connection with transactions in securities, and has not been a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months, and has not nor will not participate in the sale of securities for any issuer more than once every twelve months. We plan to offer our shares to the public at a price of $0.10 per share, with no minimum amount to be sold. Our officer and director will sell the shares through the distribution of Teen's prospectus to interested individuals and corporations through personal contact. Our sole officer and director will receive no commission from the sale of any shares. Robert L. Wilson will not purchase any shares under this offering. We will keep the offering open until we sell all of the shares registered, or three months from the date of this prospectus, which ever occurs first. Regulation M of the Securities Exchange Act of 1934 may prohibit distribution participants of Teen's stock from engaging in any market making activities with regard to its securities. We do not intend to engage in any 18 market making activities deemed unlawful by Regulation M subsequent to the effectiveness of this registration statement. Legal Proceedings We are not a party to any pending legal proceedings. Directors, Executive Officers, Promoters and Control Persons Robert L. Wilson's background information is as follows: Innovation Treatment Centers, Inc. 1991-Present-Assistant Administrator/CFO/Child Care Worker Duties include Board of Directors Meetings, cash disbursements, receipt journals, set up computer programs, purchases, setting up and preparing books through financial statements for the Board of Directors and Auditor, staff scheduling, hiring, training and terminating staff, evaluate staff, preparing time cards, interact with residents, staff and family members, conduct milieu group therapy, supervise child related expenditures, coordinate recreational activities, attend IEPs, consult with therapists, social workers, psychiatrists, and licensing, coordinate family visits, organize medication trainings with pharmacy. Ensure that treatment and maintenance of facility adheres to and exceeds all standards as set forth by ITC and Title XXII and contractual obligations. Monitor log entries and incident reports. Oversee maintaining the building and grounds and equipment. FEMA 2003-Present-Administrative Officer- Duties payroll paperwork and employee paperwork are done correctly and turned in to the proper departments, coordinate staff and deploy accordingly, logistical support, handle arrangements for lodging, food travel, vehicles and supplies. Interact with other agencies local, state and federal. Supervise team and make sure that everyone is safe and accounted for all personnel. Wilson Schools 2002-2005-Administration/Accountant- Duties include preparing financials, supervising staff, interact with students, prepare work schedules, prepare billing paperwork, prepare payroll, hire employees, file paperwork with state agencies, employee evaluations, staff trainings. Security Ownership of Certain Beneficial Owners and Management The following is a table detailing the current shareholder of Teen owning 5% or more of the common stock, and shares owned by the Teen's sole director and officer: Title of Name and Address of Amount and Percent Class Beneficial Owner Nature of of Class Beneficial Ownership Common Robert L. Wilson 2,000,000 100% Common Directors and officers 2,000,000 100% as a group (1) 19 Description of Securities Common Stock Our Certificate of Incorporation authorize the issuance of 100,000,000 shares of common stock with $.001 par value and 5,000,000 shares with preferred stock will $.001 par value. Each record holder of common stock is entitled to one vote for each share held in all matters properly submitted to the shareholders for their vote. Cumulative voting for the election of directors is not permitted by the By-Laws of Teen. Holders of outstanding shares of common stock are entitled to such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and, in the event of liquidation, dissolution or winding up of the affairs of Teen, holders are entitled to receive, ratably, the net assets of Teen available to shareholders after distribution is made to the preferred shareholders, if any, who are given preferred rights upon liquidation. Holders of outstanding shares of common stock have no preemptive, conversion or redemptive rights. To the extent that additional shares of Teen's common stock are issued, the relative interest of then existing shareholders may be diluted. Robert L. Wilson has sole investment power and sole voting power over the shares that he owns. Interest of Named Experts and Counsel Teen has not hired or retained any experts or counsel on a contingent basis, who would receive a direct or indirect interest in Teen, or who is, or was, a promoter, underwriter, voting trustee, director, officer or employee, of Teen. Legal Matters Certain legal matters with respect to Teen and the validity of the securities offered hereby will be passed upon for us by Ronald J. Stauber, of Ronald J. Stauber, Inc., a Law Corporation, Los Angeles, California. Experts The financial statements of Teen as at June 30, 2007, appearing in this registration statement have been audited by Kyle L. Tingle, independent certified public accountant, as set forth in his report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. 20 Disclosure of Commission Position of Indemnification for Securities Liabilities According to Article 5, Section 6 of Teen's Certificate of Incorporation and bylaws, we are authorized to indemnify our directors, officers, agents and employees to the fullest extent authorized under Nevada Law subject to certain specified limitations. Teen may indemnify its directors and officers against expenses and liabilities they incur to defend, settle, or satisfy any civil or criminal action brought against them on account of their being, or having been Teen directors or officers unless, in any such action, they are adjudged to have acted with gross negligence, or willful misconduct. Insofar as indemnification for liabilities originates under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling Teen pursuant to the foregoing provisions, Teen has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable. Description of Business Business Development Teen was incorporated on April 16, 2007 in the State of Delaware. We have a specific business plan or purpose. Should our business plan be successfully implemented, we may be expanding our operations in the south western portion of the United States. We have not yet begun our educational operations and we currently have no revenues and no significant assets. Teen has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings. Since formation, Teen has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Neither Teen nor its sole officer, director, promoter or any affiliates, have had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger. Business of Issuer Our business is to provide a financial literacy and money management program for teenagers on a fee for service offered basis with specialized educational programs designed to maximize profit potential and customer loyalty. We believe that there is a need to train teenagers who we believe lack the basic skills in the management of personal financial affairs. Located in a fluent area, many are unable to balance a checkbook and most simply have insight into the basic survival principals involved with earning, spending, saving and investing. Principal Services We are in the process of establishing ourselves as providing a financial literacy and money management educational program for teenagers on a fee for service offered basis. We intend to provide such topics which would include budgeting, the importance of saving, bank accounts and services, establishing and maintaining credit, planning for college, buying a car, basic investing, with related ancillary topics. 21 We will earn our revenues by charging a fee for individuals to complete our training course. Our marketing is going to be the parents of teenagers who understand that many young people fail in the management of the first consumer credit experience, establish bad financial management habits, and fail to take direction from their parents, who realize that it makes no sense for their teenager to learn by trial and error. Our instruction will include practical information preparing them in planning and understanding their financial future. Further, we anticipate that our instruction will also be useful in teaching the managing of the teenagers money, establish the basics of budgeting, savings and checking accounts, responsible borrowing and will extend to buying an automobile, renting an apartment and the responsible use of day to day credit. Further topics that will be addressed, include surrounding yourself with professionals in connection with starting and managing a small business, investing for the future, and basic knowledge on commencing a plan for retirement, although the retirement age is in the far distant future for the teenagers. Our intensive two-week training will involve 20 hours of classroom instruction for groups of not to exceed 8 students. The instruction time will address the needs and requirements of each of the interested parties. The specific curriculum will be developed as funds become available. Probably the most important aspect of our training will be in developing positive financial responsibility and commitment. Effective inter-personal skills will reap personal satisfaction as well as financial gratification through increased tips. Classroom instruction will be held at rented office space or in a hotel facility. Classroom space can be arranged on an "as needed" and "as available" basis at normal costs. The Market 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 This will be accomplished by placing information articles and advertising in the student magazines as well as advertising in local newspapers directed at the parent. As soon as funds are available from this offering, 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. 22 Competition and Competitive Strategy Presently there is very little, if any, general training and instruction available to teenagers living in the higher social economic or higher net worth demographics. We have been informed and believe that certain 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. For example, a brokerage firm is not going to train a teenager on the economics of maintaining an apartment. Competition from Other Educational Institutions While Teen's course material presented to our students may be fully protected by intellectual property laws, our course concept will not. Consequently, other financial or educational institutions, based upon any success Teen may enjoy in its educational material presentation, may decide to offer similar course material based on Teen's model. These financial or educational institutions have greater resources than Teen, and as such will be able to compete successfully against Teen. We may not be able to survive in the educational marketplace against such competition. Sources and Availability of Products and Supplies Robert L. Wilson intends to develop the entire course of studies for our students. Robert L. Wilson has extensive industry-related experience as well as access to numerous educational materials. Dependence on One or a Few Major Customers This business is not the type of business that is, or can be, dominated by one or a small number of customers. Patent, Trademark, License & Franchise Restrictions and Contractual Obligations & Concessions There are no inherent factors or circumstances associated with the educational trading services that we plan to provide that would give cause for any patent, trademark or license infringements or violations. Teen has also not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions. Our course materials, where applicable, will be fully protected by copyright. Existing or Probable Government Regulations There are no other types of government regulations existing or being contemplated that would adversely affect Teen's ability to operate. Research and Development Activities and Costs Teen has no plans to undertake any research and development activities. Compliance With Environmental Laws There are no environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that address issues specific to our business. 23 Facilities We do not own or rent facilities of any kind. At present we are operating from our 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. Employees Teen's only employee at the present time is Robert L. Wilson and we are dependent on him. We rely on his entrepreneurial skills and experience to implement our business plan. Robert L. Wilson 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 Teen 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 attorney's at no cost. Robert L. Wilson will 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 Curriculum Teen has developed an outline that will be the basis for the curriculum for use in its early sessions. Of particular importance to Teen will be the student response and input to its curriculum material. We intend to conduct these early sessions on an interactive basis with our students, carefully 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. A general outline of our initial curriculum is set out below. It will consist of 20 hours of classroom instruction. This outline presently consists of three parts: Part One - the Fundamentals (approximately eight hours) Money and Money Management Basics of Budgeting Savings and Checking Accounts Using Credit Cards and The Cost of Borrowing Responsible Borrowing and Maintaining Good Crdit 24 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 four hours) Banking and Credit Essentials Buying a Home The Small Business Investing for the Future Plans for Retirement Forward-Looking Statements This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as: anticipate, believe, plan, expect, future, intend and similar expressions, to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced as described in this Risk Factors section and elsewhere in this prospectus. Factors which may cause the actual results or the actual plan of operations to vary include, among other things, decisions of the board of directors not to pursue a specific course of action based on its re-assessment of the facts or new facts, changes in the food and beverage/restaurant industry or general economic conditions and those other factors set out in this prospectus. Reports to Security Holders We will make available to our shareholders an annual report, including audited financials on Form 10-K or Form 10-KSB. We are not currently a reporting company with the Securities and Exchange Commission, but upon effectiveness of this registration statement, we will be required to file reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. The public may read and copy any materials filed with the Securities and Exchange Commission at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information about the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at HTTP://WWW.SEC.GOV. Plan of Operation Teen is a development stage company with no operations, no revenue, no financial backing and few assets. Our plan of operations is to establishing 25 ourselves as a provider of financial literacy and money management programs for teenagers on a fee for service offered basis. We currently do not have the funds needed to develop our web site or market our service. Nor do we have a source to supply the necessary funding if we are unsuccessful in raising the capital through this offering. Teen believes it will take between two and three months to raise capital for completion of the development of the business after this prospectus becomes effective. We intend to design and build our website as soon as sufficient funds are available from this offering. A decision has been made regarding a domain name and registration of our website domain name www.teeneducate.com has been implemented. The preliminary design work of our website has begun and we intend to have an information page available on the internet shortly. The website will provide basic information and facts about the services we are offering. It will provide us with exposure to the general marketplace. The website will have the facility for students or their parents to contact us with questions and inquiries. Web server space will be contracted from a local internet service provider (ISP) which has recently been chosen. We will be required to purchase a computer during the first year of operations. During the first stages of Teen's growth, our sole officer and director will provide all the labor required to develop the curriculum and lead the educational sessions - at no charge. We believe that we will be able to secure guest lecturers from financial instructions such as real estate and stock brokerage firms and from local accountants and attorney's at no cost. Since we intend to operate with very limited administrative support, our sole officer and director will continue to be responsible for these duties for at least the first year of operations. Our marketing strategy will be directed to the parents of the teenager who understand that the average student graduates from high school lacks basic skills in the management of personal financial affairs. These parents understand that many young people fail in the management of their first consumer credit experience, establish bad financial management habits, and stumble through their early financial lives learning by trial and error. We will inform the parents, in our marketing presentation, that each of the various subjects taught may also have visiting guest lecturers, with sufficient credentials and experience to give the program creditability. We believe that we will be able to secure these individual's to act as guest lecturers predicated upon the possible additional business that may be obtained from the parent, after being informed of the presentation by the student and business obtained from the student. How long we will be able to satisfy its cash requirements, and whether we will require additional outside funding in the next twelve months depends on how quickly our company can generate tuition revenue and how much revenue can be generated. At the present time, we only have funds available to complete the 26 expenses of this offering. However, should we raise the entire $25,000 we are seeking from this offering, we are of the opinion that no further funds will be required for the operation of our business for the twelve month period following the completion of this offering. Since our offering expenses will be paid for by Robert L. Wilson If we are unable to raise funding through this offering, we will not be able to survive more than several months. In that event, we will require additional funding from either outside sources, such as traditional banking or venture capital institutions, or a private placement financial instructions owners who recognize the value of the market niche we are planning to serve. We are confident we can meet our financial obligations and pursue our plan of operations if we can raise additional funding through this offering. Robert L. Wilson has undertaken research in establishing the basis of our development of a training programs specifically designed for teenagers. An outline that will be the basis for the content of the curriculum has been developed. Teen's present concern is not only student response and input as well as curriculum material development at this stage, but also effective delivery of this material. These delivery systems, whether they be printed matter, audio-visual presentation, interactive computer teaching programs, or television teaching systems, all have a cost of implementation that we wish to address, both from its profit perspective as well as student acceptance and information delivery. Teen through his initial sessions will be able to determine the maximum form of information delivery and consequently avoid spending large sums on delivery systems that are ineffective. We have no plans to undertake product research and development during the term covered by this prospectus. There are also no plans or expectations to purchase or sell any significant equipment in the first year of operations. Management also has no intention of hiring any employees during the first year of operations. 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 Los Angeles, California. Initially, we intend to concentrate on the West Los Angeles area of Los Angeles County (Beverly Hills, Century City, West Los Angeles and Santa Monica). 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. Expenditures It is anticipated that the funds raised from this offering will be sufficient to cover our expenditures for the twelve (12) month period upon effectiveness of this prospectus. The discussion is based on the premise we will raise the entire $25,000 we are seeking from this offering. 27 Milestones As soon as the funds are available, Robert L. Wilson will begin to further develop our curriculum. We plan to hold our first class session three months after the effective date of this prospectus. Our first class will be held in Beverly Hills, California, and will be small by design, with a maximum of six students. It will be a focus group to confirm that our course of studies is appropriate for the requirements of our students. This initial session will provide us with revenue from operations ($3,000) to cover our anticipated cost of $1,000. Using the first session as a model, we will refine the emphasis of each aspect of our training program over the next month. The second session will be held within three months of the effective date of this prospectus with an estimated cost of $1500. It is our intention to hold two student sessions every month thereafter at an estimated cost of $500.00 per session with not to exceed eight students. We will utilize the time between the 20-hour instruction periods to market our service, plan future sessions, and perfect our curriculum. The amount spent on these activities will be directly related to the funds available, both from this offering as well as revenue earned from completed sessions. Within three months of the effective date of this prospectus, 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. The website will have the facility for prospective parents and students to contact us with questions and inquiries. The estimated cost of website development is $2,000. Should we fail to raise any proceeds from this offering, the development of our website will be placed on hold. Description of Property Teen does not own any property, real or otherwise. For the first year, we will conduct our administrative affairs from the President's home, at no cost to Teen. We do not have any investments or interests in any real estate. Teen does not invest in real estate mortgages, nor does it invest in securities of, or interests in, persons primarily engaged in real estate activities. Certain Relationships and Related Transactions With the exception of Robert L. Wilson, there are no promoters being used in relation to this offering. By the definition of Rule 405 of the Securities Act of 1933, as amended, Robert L. Wilson is a promoter of Teen in that he 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 28 business or enterprise of an issuer". Robert L. Wilson has not, nor will he, receive anything of value or other consideration as a promoter of Teen. No person who may, in the future, be considered a promoter of this offering, will receive or expect to receive assets, services or other considerations from us. No assets will be, nor are expected to be, acquired from any promoter on behalf of our company. We have not entered into any agreements that require disclosure to our shareholders. MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS Market Information and Price. Our common stock is not quoted at the present time. We plan to eventually seek listing in the OTC Bulletin Board System, once our registration statement has been declared effective with the Securities and Exchange Commission and we have raised all or substantially all of the funds need to commence operations. We cannot guarantee that we will obtain approval. There is no trading activity in our securities, and there can be no assurance that a regular trading market for our common stock will ever be developed. 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 traded in the OTC Bulletin Board System or published, in print and electronic media, or either, in the Pink Sheets LLC 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, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the 29 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 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. 30 We intend to request a broker-dealer to make application to the FINRA to have our securities traded in the OTC Bulletin Board Systems or published, in print and electronic media, or either, in the Pink Sheets LLC "Pink Sheets," or either. Shareholders May Face Significant Restrictions on the Sale of Teen 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 Teen Stock due to Federal Regulations Regarding Penny Stock In the event that Teen 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 Teen 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. 31 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; 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. No cash compensation, deferred compensation or long-term incentive plan awards were paid, issued, or granted to Teen's management since its inception on April 16, 2007. Further, the Teen's has not granted any option or stock appreciation rights. Compensation of Director There are no arrangements pursuant to which the Teen's sole director will be compensated for any services provided as a director. No additional amounts are payable for committee participation or special assignments. Employment Contracts and Termination of Employment and Change-in-Control Arrangements There are no employment contracts, compensatory plans or arrangements, including payments to be received from Teen, with respect to any director or executive officer of Teen 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 Teen, any change in control of Teen, or a change in the person's responsibilities following a change in control of Teen. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures There have been no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure. Financial Statements Teen engaged Kyle L. Tingle, CPA as our independent auditor. 32 TEEN EDUCATION GROUP, INC. (A Development Stage Enterprise) JUNE 30, 2007 33 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 ________________________________________________________________________________ FINANCIAL STATEMENTS Balance Sheet F-2 Statement of Operations F-3 Statement of Stockholder's Deficit F-4 Statement of Cash Flows F-5 Notes to Financial Statements F-6-10 ________________________________________________________________________________ 34 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Teen Education Group, Inc. Las Vegas, Nevada We have audited the accompanying balance sheets of Teen Education Group, Inc. (A Development Stage Enterprise) as of June 30, 2007 the related statements of operations, stockholder's deficit, and cash flows for the period April 16, 2007 (inception) through June 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teen Education Group, Inc. (A Development Stage Enterprise) as of June 30, 2007 and the results of its operations and cash flows for period April 16, 2007 (inception) through June 30, 2007, 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 July 31, 2007 Las Vegas, Nevada F-1 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET June 30, 2007 _____________ ASSETS CURRENT ASSETS $ 0 ________ Total current assets $ 0 ________ Total assets $ 0 ======== LIABILITIES AND STOCKHOLDER'S DEFICIT CURRENT LIABILITIES Officers advances $ 282 ________ Total current liabilities $ 282 ________ STOCKHOLDER'S DEFICIT Common stock: $.001 par value; authorized 100,000,000 shares; issued and outstanding: 2,000,000 shares at June 30, 2007 2,000 Preferred stock: $.001 par value; authorized 5,000,000 shares; none issued or outstanding at June 30, 2007 0 Additional paid in capital 3,000 Accumulated deficit during development stage (5,282) ________ Total stockholder's deficit $ (282) ________ Total liabilities and stockholder's deficit $ 0 ======== See Accompanying Notes to Financial Statements. F-2 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF OPERATIONS Apr.16, 2007 (inception) to June 30, 2007 Revenues $ 0 Cost of revenue 0 __________ Gross profit $ 0 General, selling and administrative expenses 5,282 __________ Operating loss $ (5,282) Nonoperating income (expense) 0 __________ Net loss $ (5,282) ========== Net loss per share, basic and diluted $ (0.00) ========== Average number of shares of common stock outstanding 2,000,000 ========== See Accompanying Notes to Financial Statements. F-3 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF STOCKHOLDER'S DEFICIT Accumulated Deficit Common Stock Additional During __________________ Paid-In Development Shares Amount Capital Stage Total _________ ______ __________ ___________ _______ April 17, 2007, issue common stock 2,000,000 $2,000 $3,000 $ 0 $ 5,000 Net loss, June 30, 2007 (5,282) (5,282) _________ ______ __________ ___________ _______ Balance, June 30, 2007 2,000,000 $2,000 $3,000 $ (5,282) $ (282) ========= ====== ========== =========== ======= See Accompanying Notes to Financial Statements. F-4 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF CASH FLOWS Apr. 16, 2007 (inception) to June 30, 2007 ______________ Cash Flows From Operating Activities Net loss $(5,282) _______ Net cash used in operating activities $(5,282) _______ Cash Flows From Investing Activities $ 0 _______ Cash Flows From Financing Activities Issuance of common stock $ 5,000 Increase in officer advances 282 _______ Net cash provided by financing activities $ 5,282 _______ Net increase (decrease) in cash $ 0 Cash, beginning of period $ 0 _______ Cash, end of period $ 0 ======= Supplemental Information and Non-monetary Transactions: Interest paid $ 0 ======= Taxes paid $ 0 ======= See Accompanying Notes to Financial Statements. F-5 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS: Teen Education Group, Inc. ("Company") was organized April 16, 2007 under the laws of the State of Delaware. The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a Development Stage Enterprise. A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS: ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. CASH For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2007. INCOME TAXES Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. F-6 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RECENT ACCOUNTING PRONOUNCEMENTS In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R "SHARE BASED PAYMENT." This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES," and amends FASB Statement No. 95, "STATEMENT OF CASH FLOWS." This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. This statement is effective for the first interim reporting period that begins after June 15, 2005. SFAS 123R permits public companies to choose between the following two adoption methods: 1. A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123R for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date, or 2. A "modified retrospective" method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. As we do not currently have share based payments, we expect no impact to the financial statements due to the adoption of SFAS 123R. In September 2006, the SEC Staff issued SEC Staff Accounting Bulletin 107, "Implementation Guidance for FASB 123 (R)." The staff believes the guidance in the SAB will assist issuers in their initial implementation of Statement 123R and enhance the information received by investors and other users of financial statements, thereby assisting them in making investment and other decisions. This SAB includes interpretive guidance related to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financials instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of Statement 123R in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of Statement 123R and disclosures of MD&A subsequent to adoption of Statement 123R. In September 2006, the SEC Staff issued SEC Staff Accounting Bulletin 107, "Implementation Guidance for FASB 123 (R)." The staff believes the guidance in the SAB will assist issuers in their initial implementation of Statement 123R and enhance the information received by investors and other users of financial statements, thereby assisting them in making investment and other decisions. This SAB includes interpretive guidance related to share-based payment transactions with non-employees, the transition from nonpublic to public entity F-7 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financials instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of Statement 123R in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of Statement 123R and disclosures of MD&A subsequent to adoption of Statement 123R. In September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements" ("SAB No. 108"). SAB No. 108 requires the use of two alternative approaches in quantitatively evaluating materiality of misstatements. If the misstatement as quantified under either approach is material to the current year financial statements, the misstatement must be corrected. If the effect of correcting the prior year misstatements, if any, in the current year income statement is material, the prior year financial statements should be corrected. In the year of adoption (fiscal years ending after November 15, 2006 or calendar year 2006 for us), the misstatements may be corrected as an accounting change by adjusting opening retained earnings rather than being included in the current year income statement. We do not expect that the adoption of SAB No. 108 will have a material impact on our financial condition or results of operations. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets and liabilities. SFAS 157 addresses the requests from investors for expanded disclosure about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and will be adopted by the Company in the first quarter of fiscal year 2009. We do not expect that the adoption of SFAS 157 will have a material impact on our financial condition or results of operations. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS No. 158 requires companies to recognize in their statement of financial position an asset for a plan's overfunded status or a liability for a plan's underfunded status and to measure a plan's assets and its obligations that determine its funded status as of the end of the company's fiscal year. Additionally, SFAS No. 158 requires companies to recognize changes in the funded status of a defined benefit postretirement plan in the year that the changes occur and those changes will be reported in comprehensive income. The provision of SFAS No. 158 that will require us to recognize the funded status of our postretirement plans, and the disclosure requirements, will be effective for us as of December 31, 2006. We do not expect that the adoption of SFAS No. 158 will have a material impact on our consolidated financial statements. F-8 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the antidilution provision is not added to the terms of the award in contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first reporting period beginning after the date the FSP is posted to the FASB website. We will evaluate whether the adoption will have any impact on your financial statements. In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115" (hereinafter "SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the Board's long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company's financial condition or results of operations. NOTE 2. STOCKHOLDER'S EQUITY COMMON STOCK The authorized common stock of the Company consists of 100,000,000 shares with par value of $0.001. On April 17, 2007 the Company authorized and issued 2,000,000 shares of its $.001 par value common stock in consideration of $5,000 in cash. The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $.001. The Company has no preferred stock issued or outstanding. NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER SHARE." The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. F-9 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 2. STOCKHOLDER'S EQUITY (CONTINUED) Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 2,000,000 during 2007 and since inception. As of June 30, 2007 and since inception, the Company had no dilutive potential common shares. NOTE 3. INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The components of the Company's deferred tax asset as of June 30, 2007 are as follows: 2007 _______ Net operating loss carryforward $ 1,849 Valuation allowance (1,849) _______ Net deferred tax asset $ 0 ======= A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Since 2007 Inception _______ _________ Tax at statutory rate (35%) $ 1,849 $ 1,849 Increase in valuation allowance (1,849) (1,849) _______ _______ Net deferred tax asset $ 0 $ 0 ======= ======= The net federal operating loss carry forward will expire in 2027. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. NOTE 4. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. F-10 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 5. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common stock of the Company. NOTE 6. OFFICERS ADVANCES The Company has incurred costs while seeking additional capital through a merger with an existing company. An officer of the Company has advanced funds on behalf of the Company to pay for these costs. These funds have been advanced interest free. As of June 30, 2007, the Company owed officers $282. F-11 TEEN EDUCATION GROUP, INC. (A Development Stage Enterprise) SEPTEMBER 30, 2007 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONTENTS ________________________________________________________________________________ FINANCIAL STATEMENTS Balance Sheet F-1 Statement of Operations F-2 Statement of Stockholder's Deficit F-3 Statement of Cash Flows F-4 Notes to Financial Statements F-5 - F-10 ________________________________________________________________________________ TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEET September 30, 2007 _____________ ASSETS CURRENT ASSETS $ 0 ________ Total current assets $ 0 ________ Total assets $ 0 ======== LIABILITIES AND STOCKHOLDER'S DEFICIT CURRENT LIABILITIES Officers advances $ 2,232 ________ Total current liabilities $ 2,232 ________ STOCKHOLDER'S DEFICIT Common stock: $.001 par value; authorized 100,000,000 shares; issued and outstanding: 2,000,000 shares at September 30, 2007 2,000 Preferred stock: $.001 par value; authorized 5,000,000 shares; none issued or outstanding at September 30, 2007 0 Additional paid in capital 3,000 Accumulated deficit during development stage (7,232) ________ Total stockholder's deficit $ (2,232) ________ Total liabilities and stockholder's deficit $ 0 ======== See Accompanying Notes to Financial Statements. F-1 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF OPERATIONS Apr.16, 2007 (inception) to September 30, 2007 ______________ Revenues $ 0 Cost of revenue 0 __________ Gross profit $ 0 General, selling and administrative expenses 7,232 __________ Operating loss $ (7,232) Nonoperating income (expense) 0 __________ Net loss $ (7,232) ========== Net loss per share, basic and diluted $ (0.00) ========== Average number of shares of common stock outstanding 2,000,000 ========== See Accompanying Notes to Financial Statements. F-2 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF STOCKHOLDER'S DEFICIT Accumulated Deficit Common Stock Additional During __________________ Paid-In Development Shares Amount Capital Stage Total _________ ______ __________ ___________ _______ April 17, 2007, issue common stock 2,000,000 $2,000 $3,000 $ 0 $ 5,000 Net loss, September 30, 2007 (7,232) (7,232) _________ ______ __________ ___________ _______ Balance, September 30, 2007 2,000,000 $2,000 $3,000 $ (7,232) $(7,232) ========= ====== ========== =========== ======= See Accompanying Notes to Financial Statements. F-3 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENT OF CASH FLOWS Apr. 16, 2007 (inception) to September 30, 2007 ______________ Cash Flows From Operating Activities Net loss $(7,232) _______ Net cash used in operating activities $(7,232) _______ Cash Flows From Investing Activities $ 0 _______ Cash Flows From Financing Activities Issuance of common stock $ 5,000 Increase in officer advances 2,232 _______ Net cash provided by financing activities $ 7,232 _______ Net increase (decrease) in cash $ 0 Cash, beginning of period $ 0 _______ Cash, end of period $ 0 ======= Supplemental Information and Non-monetary Transactions: Interest paid $ 0 ======= Taxes paid $ 0 ======= See Accompanying Notes to Financial Statements. F-4 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS: Teen Education Group, Inc. ("Company") was organized April 16, 2007 under the laws of the State of Delaware. The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a Development Stage Enterprise. A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS: ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. CASH For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of September 30, 2007. INCOME TAXES Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. F-5 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RECENT ACCOUNTING PRONOUNCEMENTS In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R "SHARE BASED PAYMENT." This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES," and amends FASB Statement No. 95, "STATEMENT OF CASH FLOWS." This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. This statement is effective for the first interim reporting period that begins after June 15, 2005. SFAS 123R permits public companies to choose between the following two adoption methods: 1. A "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123R for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date, or 2. A "modified retrospective" method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. As we do not currently have share based payments, we expect no impact to the financial statements due to the adoption of SFAS 123R. In September 2006, the SEC Staff issued SEC Staff Accounting Bulletin 107, "Implementation Guidance for FASB 123 (R)." The staff believes the guidance in the SAB will assist issuers in their initial implementation of Statement 123R and enhance the information received by investors and other users of financial statements, thereby assisting them in making investment and other decisions. This SAB includes interpretive guidance related to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financials instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of Statement 123R in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of Statement 123R and disclosures of MD&A subsequent to adoption of Statement 123R. In September 2006, the SEC Staff issued SEC Staff Accounting Bulletin 107, "Implementation Guidance for FASB 123 (R)." The staff believes the guidance in the SAB will assist issuers in their initial implementation of Statement 123R and enhance the information received by investors and other users of financial statements, thereby assisting them in making investment and other decisions. F-6 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) This SAB includes interpretive guidance related to share-based payment transactions with non-employees, the transition from nonpublic to public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financials instruments issued under share-based payment arrangements, the classification of compensation expense, non-GAAP financial measures, first-time adoption of Statement 123R in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of Statement 123R and disclosures of MD&A subsequent to adoption of Statement 123R. In September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements" ("SAB No. 108"). SAB No. 108 requires the use of two alternative approaches in quantitatively evaluating materiality of misstatements. If the misstatement as quantified under either approach is material to the current year financial statements, the misstatement must be corrected. If the effect of correcting the prior year misstatements, if any, in the current year income statement is material, the prior year financial statements should be corrected. In the year of adoption (fiscal years ending after November 15, 2006 or calendar year 2006 for us), the misstatements may be corrected as an accounting change by adjusting opening retained earnings rather than being included in the current year income statement. We do not expect that the adoption of SAB No. 108 will have a material impact on our financial condition or results of operations. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets and liabilities. SFAS 157 addresses the requests from investors for expanded disclosure about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and will be adopted by the Company in the first quarter of fiscal year 2009. We do not expect that the adoption of SFAS 157 will have a material impact on our financial condition or results of operations. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS No. 158"). SFAS No. 158 requires companies to recognize in their statement of financial position an asset for a plan's overfunded status or a liability for a plan's underfunded status and to measure a plan's assets and its obligations that determine its funded status as of the end of the company's fiscal year. Additionally, SFAS No. 158 requires companies to recognize changes in the funded status of a defined benefit postretirement plan in the year that the changes occur and those changes will be reported in comprehensive income. The provision of SFAS No. 158 that will require us to recognize the funded status of our postretirement plans, and the disclosure requirements, will be effective for us as of December 31, 2006. We do not expect that the adoption of SFAS No. 158 will have a material impact on our consolidated financial statements. F-7 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the antidilution provision is not added to the terms of the award in contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first reporting period beginning after the date the FSP is posted to the FASB website. We will evaluate whether the adoption will have any impact on your financial statements. In February 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115" (hereinafter "SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is expected to expand the use of fair value measurement, which is consistent with the Board's long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company's financial condition or results of operations. NOTE 2. STOCKHOLDER'S EQUITY COMMON STOCK The authorized common stock of the Company consists of 100,000,000 shares with par value of $0.001. On April 17, 2007 the Company authorized and issued 2,000,000 shares of its $.001 par value common stock in consideration of $5,000 in cash. The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $.001. The Company has no preferred stock issued or outstanding. NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER SHARE." The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. F-8 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 2. STOCKHOLDER'S EQUITY (CONTINUED) Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 2,000,000 during 2007 and since inception. As of September 30, 2007 and since inception, the Company had no dilutive potential common shares. NOTE 3. INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The components of the Company's deferred tax asset as of September 30, 2007 are as follows: 2007 _____________ Net operating loss carryforward $ 2,531 Valuation allowance (2,531) _____________ Net deferred tax asset $ 0 ============= A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: 2007 Since Inception _____________ _____________ Tax at statutory rate (35%) $ 2,531 $ 2,531 Increase in valuation allowance (2,531) (2,531) _____________ _____________ Net deferred tax asset $ 0 $ 0 ============= ============= The net federal operating loss carry forward will expire in 2027. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. NOTE 4. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. F-9 TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 5. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common stock of the Company. NOTE 6. OFFICERS ADVANCES The Company has incurred costs while seeking additional capital through a merger with an existing company. An officer of the Company has advanced funds on behalf of the Company to pay for these costs. These funds have been advanced interest free. As of September 30, 2007, the Company owed officers $2,232. F-10 OUTSIDE BACK COVER DEALER PROSPECTUS DELIVERY OBLIGATION Until ______, 2007, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to any dealers' obligation to deliver a prospectus if acting as underwriters and with respect to their unsold allotments or subscriptions. 35 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 24. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys' fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys' fees incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, agreement, a vote of shareholders or disinterested directors or otherwise. The Company's Certificate of Incorporation provides that it will indemnify and hold harmless, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify. The Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability for: (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions; or (iv) any transaction from which the director derived an improper personal benefit. Our Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification. Our bylaws also provide for the right to indemnification. To summarize: 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit 36 or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or an officer of the Company or is or was serving at the request of the Company as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), shall be indemnified and held harmless by the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Paragraph 3 with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Company. 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Paragraph 1 an indemnitee shall also have the right to be paid by the Company the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); PROVIDED, HOWEVER, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay such amounts if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. 3. Right of Indemnitee to Bring Suit. If a claim under Paragraph 1 or 2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met 37 any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Company (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Company (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in the bylaws shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Company's certificate of incorporation or Bylaws, agreement, vote of shareholders or directors, or otherwise. 5. Insurance. The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company, or any person who is serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. 6. Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of the bylaws with respect to the indemnification and advancement of expenses of directors and officers of the Company. 7. Nature of Rights. The rights conferred upon indemnitees in the bylaws shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee's heirs, executors and administrators. Any amendment, alteration or repeal of the bylaws that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal. No Securities Indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. 38 Item 25. Other Expenses of Issuance and Distribution We have or will expend fees in relation to this registration statement as detailed below: Expenditure Item Amount Attorney Fees $ 7,500 Audit Fees 1,000 Transfer Agent Fees 700 Printing Fees 1,300 Registration Fees 10 _______ Total $10,510 Item 26. Recent Sales of Unregistered Securities We have sold securities within the past three years on one occasion without registering the securities under the Securities Act of 1933, as amended. Robert L. Wilson purchased 2,000,000 shares of common stock from Teen on April 17, 2007 for $.0025 per share. No underwriters were used and no commissions or other remuneration was paid except to Teen. The securities were sold in reliance on Section 4(2) of the Securities Act of 1933 as amended. Robert L. Wilson continues to be subject to Rule 144 of the Securities Act of 1933, as amended. Item 27. Exhibits NUMBER DESCRIPTION 3.1 Certificate of Incorporation 3.2 Bylaws 5 Opinion re: Legality 16.1 Letter from Kyle L. Tingle 23.2 Consent of Attorney (included In Exhibit 5) 99 Subscription Agreement 39 Item 28. Undertakings Teen hereby undertakes the following: To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 as amended ("Securities Act") (b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers and controlling persons pursuant to the provisions above, or otherwise, Teen has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of the directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of the directors, officers, or controlling persons in connection with the securities being registered, Teen will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and Teen will be governed by the final adjudication of such issue. For determining liability under the Securities Act, to treat the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this Registration Statement as of the time the Commission declared it effective. 40 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rancho Mirage, California of the United States, on October 31, 2007. TEEN EDUCATION GROUP, INC. /s/ ROBERT L. WILSON October 31, 2007 _________________________________________________ Robert L. Wilson President (Principal Executive Officer), Director /s/ ROBERT L. WILSON _________________________________________________ Robert L. Wilson Principal Financial Officer In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. /s/ ROBERT L. WILSON October 31, 2007 _________________________________________________ Robert L. Wilson Secretary/Treasurer /s/ ROBERT L. WILSON October 31, 2007 _________________________________________________ Robert L. Wilson Sole Director 41 EXHIBIT INDEX NUMBER DESCRIPTION 3.1 Certificate of Incorporation 3.2 Bylaws 5 Opinion re: Legality 23.1 Consent of Attorney (Included in Exhibit 5) 23.2 Consent of Accountant 42 EX-3.(I) 2 ex3-1.txt EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF TEEN EDUCATION GROUP, INC. ARTICLE 1 The name of the corporation is TEEN EDUCATION GROUP, INC. (the "Corporation"). ARTICLE 2 The address of the registered office of the Corporation in the State of Delaware is 2711 Center Road, Suite 400, Wilmington, Delaware 19809. The name of the registered agent of the Corporation is The Company Corporation. ARTICLE 3 The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE 4 The Corporation shall have the authority to issue an aggregate of 100,000,000 shares of common stock, each with a par value of $.001 per share (the "Common Stock"), and an aggregate of 5,000,000 shares of preferred stock, each with a par value of $.001 per share, undesignated as to terms and preferences (the "Preferred Stock"). The designations and the voting powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Common Stock that are fixed by this Certificate of Incorporation and the express grant of authority to the Board of Directors to fix by resolution or resolutions the designations and the voting powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock that are not fixed by this Certificate of Incorporation are as follows and as elsewhere set forth herein: 1. Issuance of Preferred Stock. The Preferred Stock may be issued at any time or from time to time in any amount as Preferred Stock of one or more series, as hereinafter provided. Each share of any one series of Preferred Stock shall be identical in all respects except as to the date from which dividends thereon may be cumulative, each series of Preferred Stock shall be distinctly designated by letter or descriptive words, and all series of Preferred Stock shall rank equally and be identical in all respects except as permitted by the provisions of Section 2 of this Article 4. Shares of Preferred Stock shall be issued only as fully paid and nonassessable shares. 2. Powers, Preferences, and Other Rights. Authority is hereby expressly granted to and vested in the Board of Directors at any time or from time to time, without action by or approval of the stockholders, to issue the Preferred Stock as Preferred Stock of one or more series, to fix by resolution or resolutions providing for the issuance of shares of any series the designations and the voting powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such series so far as not inconsistent with the provisions of this Article 4 applicable to all series of Preferred Stock, and to the full extent now or hereafter permitted by the laws of the State of Delaware, including the following: (a) the distinctive designation of such series and the number of shares that shall constitute such series, which number may be increased (except where otherwise provided by the Board of Directors in creating such series) or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors; (b) the rate or rates of dividends payable on shares of such series, whether dividends shall be cumulative and, if so, the date or dates from which dividends shall be cumulative on the shares of such series, the preferences, restrictions, limitations and conditions upon the payment of dividends, and the dates on which dividends, if declared, shall be payable; (c) whether shares of such series shall be redeemable and, if so, the terms and provisions of such redemption, including the date or dates upon or after which they shall be redeemable, the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates, and the manner of selecting shares for redemption; (d) the rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the 2 Corporation, and the relative rights of priority, if any, of payment of shares of such series; (e) whether shares of such series shall have a purchase, retirement or sinking fund for the purchase, retirement or redemption of shares of such series and, if so, the terms and provisions thereof; (f) whether shares of such series shall have conversion privileges and, if so, the terms and provisions thereof, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine; (g) whether shares of such series shall have voting rights, in addition to voting rights provided by law, and, if so, the terms and provisions thereof; and (h) any other preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof. 3. Dividends. The holders of the Preferred Stock of each series shall be entitled to receive such dividends, when and as declared by the Board of Directors, out of funds legally available therefor, as they may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors providing for the issuance of such series, payable on such dates as may be fixed in such resolution or resolutions. Subject to the foregoing and to any further limitations prescribed in accordance with the provisions of Section 2 of this Article 4, the Board of Directors may declare, out of funds legally available therefor, dividends upon the then-outstanding shares of Common Stock, and shares of Preferred Stock of any series shall not be entitled to participate therein. 4. Liquidation and Dissolution. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock of each series shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, before any distribution of assets shall be made to the holders of the Common Stock, the amount per share provided by the Board of Directors pursuant to Section 2 of this Article 4, which may include an amount equal to any cumulative dividends thereon to the date of final distribution to the holders of the Preferred Stock. If upon any liquidation, dissolution or winding up of the 3 Corporation the assets available for distribution shall be insufficient to pay the holders of all outstanding shares of Preferred Stock the full amounts to which they respectively shall be entitled, unless otherwise provided by the Board of Directors pursuant to Section 2 of this Article 4, the holders of shares of Preferred Stock of all series shall participate ratably in any distribution of assets according to the respective amount that would be payable in respect to the shares of Preferred Stock held by them upon such distribution if all amounts payable in respect of the Preferred Stock of all series were paid in full. Neither a statutory merger nor consolidation of the Corporation into or with any other corporation, nor a statutory merger or consolidation of any other corporation, into or with the Corporation, nor a sale, transfer or exchange or lease of all or any part of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 4. 5. Redemption. The Corporation, at the option of the Board of Directors, may redeem the whole or any part of the Preferred Stock of any series at the price or prices and on the terms and conditions provided in the resolution or resolutions of the Board of Directors providing for the issuance of such series. 6. General Provisions. (a) Anything herein or in any resolution or resolutions of the Board of Directors providing for the issuance of any series of Preferred Stock to the contrary notwithstanding, the rights of holders of all classes and series of capital stock of the Corporation in respect of dividends and purchase, retirement or sinking funds, if any, shall at all times be subject to the power of the Board of Directors from time to time to set aside such reserves and to make such other provisions, if any, as the Board of Directors shall deem to be necessary or advisable for working capital, for expansion of the Corporation's business (including the acquisition of real and personal property for that purpose) and for any other purpose of the Corporation. (b) Except as otherwise provided by law or by this Certificate of Incorporation or by the resolution or resolutions of the Board of Directors providing for the issuance of any series of Preferred Stock, the vote of the holders of all or any portion of any class or series of capital stock, as a class or series, shall not be required for any action to be taken or authorized by the stockholders of the Corporation, including any amendment of this 4 Certificate of Incorporation. Without limiting the foregoing, the number of authorized shares of Common Stock or any series thereof may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, without regard for the provisions of Section 242(b) of the General Corporation Law of the State of Delaware. Except as otherwise provided by law or by this Certificate of Incorporation, each holder of shares of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder. (c) Except as otherwise provided by law or by this Certificate of Incorporation or by the resolution or resolutions of the Board of Directors providing for the issuance of any series of Preferred Stock or by the instrument governing the security, obligation, warrant, option or right, no holder of shares of any class or series of capital stock of the Corporation or of any security or obligation convertible into, or of any warrant, option or right to subscribe for, purchase or otherwise acquire, shares of any class or series of capital stock of the Corporation, whether now or hereafter authorized, shall, as such holder, have any preemptive right to subscribe for, purchase or otherwise acquire shares of any class or series of capital stock of the Corporation or any security or obligation convertible into, or any warrant, option or right to subscribe for, purchase or otherwise acquire, shares of any class or series of capital stock of the Corporation, whether now or hereafter authorized. (d) Authority is hereby expressly granted to and vested in the Board of Directors at any time and from time to time, without action by or approval of the stockholders, to declare, create and issue, with respect to shares of any class or series of capital stock of the Corporation, dividends or distributions in, or options or rights to acquire, shares of any class or series of capital stock of the Corporation, or other securities, and to fix by resolution or resolutions providing for the declaration, creation and issuance of any such dividend, distribution, right or option, the terms, provisions, rights, qualifications, limitations or restrictions thereof so far as not inconsistent with the provisions of this Article 4, and to the full extent now or hereafter permitted by the laws of the State of Delaware, including (a) provisions for the adjustment thereof upon an acquisition of shares, reorganization, merger, consolidation, sale of assets, business combination or other event, and (b) 5 provisions that prevent the holder of a specified percentage of outstanding shares of any class or series of capital stock of the Corporation, including transferees of such holder, from exercising rights thereunder. ARTICLE 5 1. Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. 2. Number, Term. The initial Board of Directors shall consist of one (1) member. The initial member of the Board of Directors shall be the incorporator. Said member shall serve as Director until the first annual meeting of the stockholders or until his successor shall have been duly selected or elected and qualified. The initial number of directors shall be established in the Bylaws of the Corporation and the number of directors may be increased or decreased by as duly adopted amendment to the Bylaws of the Corporation. The Bylaws of the Corporation may provide that the directors are to be divided into not to exceed three classes, as nearly equal in number as possible. The classification of directors may be decreased by a duly adopted amendment to the Bylaws of the Corporation and the term of each class may be established by a duly adopted amendment to the Bylaws of this Corporation; provided, however, that in no event shall a director be elected for more than a three-year term. 3. In the event that there is only one class of directors and a vacancy, the Board of Directors may fill such vacancy or newly created directorship for the remainder of the unexpired term by vote of the majority of the remaining directors, though less than a quorum. In the event that there are various classes of directors and there is a vacancy occurring in any class or a newly created directorship resulting from establishing a class or an increase in the number of directors in any class, the Board of Directors may fill such vacancy or newly created directorship for the remainder of the unexpired term by vote of the majority of the remaining directors, though less than a quorum. The directors of each class shall hold office for the term for which elected and until the successors to such class are elected, and nothing herein shall prevent any retiring director from being eligible for re-election. 6 4. Removal. The stockholders shall have the right to remove any directors for cause upon the affirmative vote of a majority of the votes entitled to be cast by the holders of all outstanding shares of capital stock entitled to vote generally in the election of directors of the Corporation, voting together as a single class. 5. Written Ballot. Elections of directors need not be by written ballot. 6. Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this Section 6 shall not eliminate or limit the liability of a director to the extent provided by applicable law (a) for any breach of the duty of loyalty of the director, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any unlawful action under Section 174 of the General Corporation Law of the State of Delaware or (d) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Section 6 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of the director occurring prior to such amendment or repeal. If the laws of the State of Delaware are hereafter changed to permit further elimination or limitation of the liability of directors, then the liability of each director of the Corporation shall thereupon be eliminated or limited to the fullest extent then permitted by law. 7. Amendment of the Bylaws. The Board of Directors shall have concurrent power with the stockholders to adopt, alter, amend or repeal the Bylaws of the Corporation. The Board of Directors may so adopt or change the Bylaws upon the affirmative vote of the number of directors which shall constitute, under the provisions of the Bylaws, the action of the Board of Directors. The stockholders may not so adopt or change the Bylaws except upon the affirmative vote of a majority of the votes entitled to be cast by the holders of all outstanding shares of stock entitled to vote, voting together as a single class. 7 8. General Provisions. (a) In addition to the powers and authority herein or by law expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the laws of the State of Delaware, this Certificate of Incorporation and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the directors that would have been valid if such Bylaws had not been adopted. (b) No action shall be taken by the stockholders of the Corporation except at an annual or special meeting of the stockholders. Unless otherwise specifically provided by law or this Certificate of Incorporation, a special meeting of stockholders, for any purpose or purposes, may be called only by the Chairman, the Chief Executive Officer, the President or the Secretary and shall be called by any such person at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the meeting. ARTICLE 6 Subject to the provisions of this Certificate of Incorporation, the Corporation reserves the right to alter, amend or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights of stockholders or others hereunder are subject to such reservation. ARTICLE 7 No action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied. ARTICLE 8 1. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that the person is or was a 8 director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; PROVIDED, HOWEVER, that, except as provided in Section 3 of this Article 8 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. 2. Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 1 of this Article 8, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); PROVIDED, HOWEVER, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay such amounts if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. 9 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this Article 8 is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article 8 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation's Bylaws, agreement, vote of stockholders or directors or otherwise. 5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation, 10 or any person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability asserted against such person and incurred by such person in such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. 7. Nature of Rights. The rights conferred upon indemnitees in this Article 8 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee's heirs, executors and administrators. Any amendment, alteration or repeal of this Article 8 that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal. 11 ARTICLE 9 The name and mailing address of the incorporator of the Corporation is: Ronald J. Stauber 1880 Century Park East Suite 300 Los Angeles, CA 90067 THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the General Corporation Law of the State of Delaware, does make and file this certificate. Dated: April 11, 2007 _____________________ Ronald J. Stauber 12 EX-3.(II) 3 ex3-2.txt EXHIBIT 3.2 BYLAWS OF TEEN EDUCATION GROUP, INC. ARTICLE I STOCKHOLDERS SECTION 1.1. ANNUAL MEETINGS. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. SECTION 1.2. SPECIAL MEETINGS. Special meetings of stockholders for any purpose or purposes may be called at any time only by the Chairman, the Chief Executive Officer, the President, or the Secretary and shall be called by any such person at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the meeting. SECTION 1.3. NOTICE OF MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting and the means of remote communication, if any, by which stockholders and proxy holders may be deemed present and in person, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on records of the corporation. SECTION 1.4. ADJOURNMENTS. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned 1 meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 1.5. QUORUM. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.4 of these bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. SECTION 1.6. ORGANIZATION. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the Chief Executive Officer, or in his absence by the President (if not the Chief Executive Officer), or in his absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. The chairman of the meeting shall announce at the meeting of stockholders the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote. SECTION 1.7. VOTING; PROXIES. Except as otherwise provided by the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him or her that has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for 2 him or her by proxy in any manner, including without limitation via telephone, Internet or such other manner as permitted by Section 212 of the Delaware General Corporation Law, as amended from time to time, provided that such authorization sets forth or contains information from which the Corporation can determine that the authorization was granted by the stockholder. If the authorization is granted in a manner other than in a written form, the proxy holder shall provide such reasonable verification as required by the corporation. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by delivering a proxy in accordance with applicable law bearing a later date to the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote thereon that are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these bylaws, be decided by the vote of the holders of shares of stock having a majority of the votes that could be cast by the holders of all shares of stock outstanding and entitled to vote thereon. SECTION 1.8. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment 3 thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (b) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. SECTION 1.9. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders. SECTION 1.10. CONDUCT OF MEETINGS. The Board of Directors of the corporation may adopt by resolution such rules and regulations for the conduct of the meeting of 4 stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; and (b) rules and procedures for maintaining order at the meeting and the safety of those present. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. SECTION 1.11. ADVANCE NOTICE OF STOCKHOLDER BUSINESS. As provided in Section 1.2, the business conducted at any special meeting of stockholders shall be limited to the purposes stated in the notice of the special meeting. At any annual meeting of stockholders, only such business (other than the nomination and election of directors, which shall be subject to Section 1.12) may be conducted as shall be appropriate for consideration at the meeting and as shall have been brought before the meeting (a) by or at the direction of the Board of Directors, or (b) by any stockholder of the corporation entitled to vote at the meeting who complies with the notice procedures hereinafter set forth in this Section 1.11. (i) TIMING OF NOTICE. For business to be properly brought before any annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice of any such business to be conducted at an annual meeting must be delivered to the Secretary not less than forty-five nor more than seventy-five days prior to the first anniversary of the date on which the corporation first mailed its proxy materials for the prior year's annual meeting of stockholders. If, however, the date of the annual meeting of stockholders is more than thirty days prior to or delayed by more than thirty days after the anniversary of the prior year's meeting, notice by a stockholder shall be timely only if so delivered and received not later than the close of business on the 5 later of (a) the ninetieth day prior to such annual meeting or (b) the tenth day following the day on which public announcement of the date of such meeting is first made. Further, the stockholder's notice must set forth that information required by the Bylaws, including, for director nominations, certain information about the nominee, and for other business, a brief description of such business, the reasons for conducting the business at the meeting, and any material interest of such stockholder in the business being presented. Except to the extent otherwise required by law, the adjournment of an annual meeting of stockholders shall not commence a new time period for the giving of a stockholder's notice as required above. (ii) CONTENT OF NOTICE. A stockholder's notice to the corporation shall set forth as to each matter the stockholder proposes to bring before the meeting: (A) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (B) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (C) the class or series (if any) and number of shares of the corporation that are beneficially owned by the stockholder, (D) any material interest of the stockholder in such business and (E) a representation that the stockholder is a holder of record of shares entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to make the proposal. (iii) CONSEQUENCES OF FAILURE TO GIVE TIMELY NOTICE. Notwithstanding anything in these bylaws to the contrary, no business (other than the nomination and election of directors and those matters and business proposed and set by the Board of Directors) shall be conducted at any annual meeting of stockholders except in accordance with the procedures set forth in this Section 1.11. The officer of the corporation chairing the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the procedures described in this Section 1.11 and, if such officer should so determine, such officer shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted. Nothing in this Section 1.11 shall be deemed to preclude 6 discussion by any stockholder of any business properly brought before the meeting in accordance with these bylaws. (iv) PUBLIC ANNOUNCEMENT. For purposes of this Section l.11 and Section 1.12, "public announcement" means disclosure (A) when made in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service, (B) when filed in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, or (C) when mailed or otherwise delivered as the notice of the meeting pursuant to Section 1.3. SECTION 1.12. ADVANCE NOTICE OF STOCKHOLDER NOMINEES. Except as set forth in the certificate of incorporation, only persons who are nominated in accordance with the procedures set forth in this Section 1.12 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders (a) by or at the direction of the Board of Directors, or (b) by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures hereinafter set forth in this Section 1.12. (i) TIMING OF NOTICE. Nominations by stockholders shall be pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder's notice of nominations to be made at an annual meeting of stockholders must be delivered to the Secretary of the corporation, or mailed and received at the principal executive office of the corporation, not less than forty-five nor more than seventy-five days before the first anniversary of the date of the preceding year's annual meeting of stockholders. If, however, the date of the annual meeting of stockholders is more than thirty days before or after such anniversary date, notice by a stockholder shall be timely only if so delivered or so mailed and received not less than ninety days before such annual meeting or, if later, within ten days after the first public announcement of the date of such annual meeting. If a special meeting of stockholders of the corporation is called in accordance with Section 1.2 for the purpose of electing one or more directors to the Board of Directors, for a stockholder's notice of 7 nomination to be timely it must be delivered to the Secretary of the corporation, or mailed and received at the principal executive office of the corporation, not less than ninety days before such special meeting or, if later, within ten days after the first public announcement of the date of such special meeting. Except to the extent otherwise required by law, the adjournment of a regular or special meeting of stockholders shall not commence a new time period for the giving of a stockholder's notice as described above. (ii) CONTENT OF NOTICE. A stockholder's notice to the corporation of nominations for a regular or special meeting of stockholders shall set forth (A) as to each person whom the stockholder proposes to nominate for election or re-election as a director: (1) such person's name, age, business address and residence address and principal occupation or employment, (2) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or that is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, and (3) such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and (B) as to the stockholder giving the notice: (1) the name and address, as they appear on the corporation's books, of such stockholder, (2) the class or series (if any) and number of shares of the corporation that are beneficially owned by such stockholder and (3) a representation that the stockholder is a holder of record of shares of the corporation entitled to vote for the election of directors and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the corporation the information required to be set forth in a stockholder's notice of nomination that pertains to a nominee. (iii) CONSEQUENCES OF FAILURE TO GIVE TIMELY NOTICE. Notwithstanding anything in these bylaws to the contrary, no person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 1.12. The officer of the corporation chairing the meeting shall, if the facts warrant, determine and declare to the 8 meeting that a nomination was not made in accordance with the procedures prescribed in this Section 1.12 and, if such officer should so determine, such officer shall so declare to the meeting, and the defective nomination shall be disregarded. ARTICLE II BOARD OF DIRECTORS SECTION 2.1. NUMBER; QUALIFICATION. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolutions of the Board of Directors. Directors need not be stockholders. SECTION 2.2. RESIGNATION; VACANCIES. Any director may resign at any time upon written notice to the corporation. Except as set forth in the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified. SECTION 2.3. REGULAR MEETINGS. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined notices thereof need not be given. SECTION 2.4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman, the Chief Executive Officer, the President, the Secretary, or by any two members of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least 48 hours before the special meeting. SECTION 2.5. TELEPHONIC MEETINGS PERMITTED. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting. 9 SECTION 2.6. QUORUM: VOTE REQUIRED FOR ACTION. At all meetings of the Board of Directors a majority of the total number of directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these bylaws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. SECTION 2.7. ORGANIZATION. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in his absence by the Chief Executive Officer, or in his absence by the President (if not the Chief Executive Officer), or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. SECTION 2.8. WRITTEN ACTION BY DIRECTORS. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of a committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee. ARTICLE III COMMITTEES SECTION 3.1. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, 10 may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified members. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it. SECTION 3.2. COMMITTEE RULES. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws. ARTICLE IV OFFICERS SECTION 4.1. EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. The Board of Directors shall elect a Chief Executive Officer and Secretary, and it may, if it so determines, choose a Chairman of the Board and a Vice Chairman of the Board from among its members. The Board of Directors may also choose one or more Presidents, one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting of the Board. SECTION 4.2. POWERS AND DUTIES OF EXECUTIVE OFFICERS. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in a resolution by the Board of Directors and, 11 to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. ARTICLE V STOCK SECTION 5.1. CERTIFICATES. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the Chief Executive Officer, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation certifying the number of shares owned by him or her in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. SECTION 5.2. LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW CERTIFICATES. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI INDEMNIFICATION SECTION 6.1. RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a 12 director or an officer of the corporation or is or was serving at the request of the corporation as a director, officer or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an "indemnitee"), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; PROVIDED, HOWEVER, that, except as provided in Section 6.3 of this Article VI with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. SECTION 6.2. RIGHT TO ADVANCEMENT OF EXPENSES. In addition to the right to indemnification conferred in Section 6.1 of this Article VI, an indemnitee shall also have the right to be paid by the corporation the expenses (including attorney's fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); PROVIDED, HOWEVER, that, if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay such amounts if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. 13 SECTION 6.3. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 6.1 or 6.2 of this Article VI is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. Neither the failure of the corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. SECTION 6.4. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the corporation's certificate of incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise. 14 SECTION 6.5. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation, or any person who is serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. SECTION 6.6. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the corporation. SECTION 6.7. NATURE OF RIGHTS. The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee's heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal. ARTICLE VII MISCELLANEOUS SECTION 7.1. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors. SECTION 7.2. WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for 15 the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as required by law, neither the business to be transacted at, nor the purpose of, any regular, annual, or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice. SECTION 7.3. INTERESTED DIRECTORS; QUORUM. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (a) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract or transaction. SECTION 7.4. FORM OF RECORDS. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account and 16 minute books, may be kept in electronic format, provided that the records so kept can be converted into clearly legible form within a reasonable time. SECTION 7.5. AMENDMENT OF BYLAWS. These bylaws may be altered or repealed, and new bylaws made, in the manner prescribed in the certificate of incorporation. 17 EX-5 4 ex5.txt EXHIBIT 5 RONALD J. STAUBER A LAW CORPORATION 1880 CENTURY PARK EAST, SUITE 300 LOS ANGELES, CALIFORNIA 9007 _________ TELEPHONE (310) 556-0080 October 31, 2007 U.S. Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We have acted as counsel for Teen Education Group, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the registration statement on Form SB-2 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of 250,000 shares of common stock described in the Registration Statement. In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits attached thereto; (b) the Company's Certificate of Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings as reflected in its minute books; and (e) such statutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examination of law and fact, as we have deemed relevant in order to form a basis for the opinion hereinafter expressed. 1 Securities and Exchange Commission October 31, 2007 Page 2 Based upon the foregoing, we are of the opinion that the 250,000 shares of common stock to be sold as described in the Registration Statement will be, when issued in accordance with the terms of the offering, validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as Exhibit 5 to the Company's Registration Statement and the reference to our firm in the Prospectus, if applicable or required. Very truly yours, /s/ RONALD J. STAUBER _____________________ Ronald J. Stauber 2 EX-23 5 ex23-2.txt EX-23.2 EXHIBIT 23.2 October 31, 2007 To Whom it May Concern: The firm of Kyle L. Tingle, CPA, LLC consents to the inclusion of his report of July 31, 2007 accompanying the audited financial statements of Teen Education Group, Inc., as of June 30, 2007, in the Form SB-2 with the Securities and Exchange Commission, and subsequent amendments, if any, containing said report. Very truly yours, /s/ KYLE L. TINGLE, CPA, LLC ____________________________ Kyle L. Tingle, CPA, LLC -----END PRIVACY-ENHANCED MESSAGE-----