-----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, IUEeWFBTllSu8jw06virChS0BimiK9fcAp6P4APPy7I5+uxF7NVaBKxuHQa0fMvD 8ubJy+4HOmXHT3ffpS2qiA== 0001092306-08-000392.txt : 20080513 0001092306-08-000392.hdr.sgml : 20080513 20080513060340 ACCESSION NUMBER: 0001092306-08-000392 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080513 DATE AS OF CHANGE: 20080513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Teen Education Group, Inc. CENTRAL INDEX KEY: 0001413581 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 260326468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53169 FILM NUMBER: 08825683 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 10-Q 1 teened10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008. OR / / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION FROM _______ TO ________. COMMISSION FILE NUMBER: 333-147045 TEEN EDUCATION GROUP, INC. _________________________________________________________________ (Exact Name of Small Business Issuer as Specified in its Charter) DELAWARE 26-032648 _______________________________ ___________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 70707 Frank Sinatra Drive, Unit 59 Rancho Mirage, CA 92270 ________________________________________ __________ (Address of principal executive offices) (Zip code) Issuer's telephone number: (702) 248-1027 N/A ______________________________________________ (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / -1- Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes /X/ No / / State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At March 31, 2008, and as of the date hereof, there were outstanding 5,000,000 shares of the Registrant's Common Stock, $.001 par value. Transitional Small Business Disclosure Format: Yes / / No /X/ -2- PART I FINANCIAL INFORMATION ITEM 1. Financial Statements TEEN EDUCATION GROUP, INC. (A Development Stage Enterprise) MARCH 31, 2008 DECEMBER 31, 2007 -3- TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONTENTS ____________________________________________________________________________ FINANCIAL STATEMENTS Balance Sheets 5 Statements of Operations 6 Statements of Stockholders' Equity 7 Statements of Cash Flows 8 Notes to Financial Statements 9-13 ____________________________________________________________________________ -4-
TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) BALANCE SHEETS March 31, December 31, 2008 2007 _________ ____________ ASSETS CURRENT ASSETS Cash $ 26,002 $ 26,002 _________ ________ Total current assets $ 26,002 $ 26,002 _________ ________ Total assets $ 26,002 $ 26,002 ========= ======== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 2,100 $ 0 Officers advances 6,118 5,118 _________ ________ Total current liabilities $ 8,218 $ 5,118 _________ ________ STOCKHOLDERS' EQUITY Preferred stock: $.001 par value; authorized 5,000,000 shares; none issued and outstanding at March 31, 2008 and December 31, 2007. 0 0 Common stock: $.001 par value; authorized 100,000,000 shares; issued and outstanding: 2,250,000 shares at March 31, 2008 and December 31, 2007 2,250 2,250 Additional paid-in capital 27,750 27,750 Accumulated deficit during development stage (12,216) (9,116) _________ ________ Total stockholders' equity $ 17,784 $ 20,884 _________ ________ Total liabilities and stockholders' equity $ 26,002 $ 26,002 ========= ========
See Accompanying Notes to Financial Statements. -5-
TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF OPERATIONS Apr. 19, 2006 Quarter Ended Year Ended (inception) to March 31, December 31, March 31, 2008 2007 2008 ____________ ____________ ______________ Revenues $ 0 $ 0 $ 0 Cost of revenue 0 0 0 __________ __________ __________ Gross profit $ 0 $ 0 $ 0 General, selling and administrative expenses 3,100 9,118 12,218 __________ __________ __________ Operating loss $ (3,100) $ (9,118) $ (12,218) Interest income 0 2 2 __________ __________ __________ Net loss $ (1,997) $ (17,446) $ (12,216) ========== ========== ========== Net loss per share, basic and diluted $ (0.00) $ (0.00) ========== ========== Average number of shares of common stock outstanding 2,250,000 2,250,000 ========== ==========
See Accompanying Notes to Financial Statements. -6-
TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF STOCKHOLDERS'EQUITY Accumulated Deficit Common Stock Additional During _____________________ Paid-In Development Shares Amount Capital Stage Total _________ _______ __________ ___________ ________ April 17, 2007, issue common stock 2,000,000 $ 2,000 $ 3,000 $ 0 $ 5,000 December 27, 2007, issued SB-2 common stock 250,000 250 24,750 0 25,000 Net loss, December 31, 2007 (9,116) (9,116) _________ _______ ________ ________ ________ Balance, December 31, 2007 2,250,000 $ 2,250 $ 27,750 $ (9,116) $ 20,884 Net loss, March 31, 2008 (3,100) (3,100) _________ _______ ________ ________ ________ Balance, March 31, 2008 2,250,000 $ 2,250 $ 27,750 $(12,216) $ 17,784 ========= ======= ======== ======== ========
See Accompanying Notes to Financial Statements. -7-
TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) STATEMENTS OF CASH FLOWS Apr. 19, 2006 Quarter Ended Year Ended (inception) to March 31, December 31, March 31, 2008 2007 2008 _____________ ____________ ______________ Cash Flows From Operating Activities Net loss $(3,100) $ (9,116) $(12,216) Adjustments to reconcile net loss to cash used in operating activities: Changes in assets and liabilities Increase (decrease) in accounts payable 2,100 0 2,100 _______ ________ ________ Net cash used in operating activities $(1,000) $ (9,116) $(10,116) _______ ________ ________ Cash Flows From Investing Activities $ 0 $ 0 $ 0 _______ ________ ________ Cash Flows From Financing Activities Issuance of common stock $ 0 $ 30,000 $ 30,000 Increase in officer advances 1,000 5,118 6,118 _______ ________ ________ Net cash provided by financing activities $ 1,000 $ 35,118 $ 36,118 _______ ________ ________ Net increase (decrease) in cash $ 0 $ 26,002 $ 26,002 Cash, beginning of period 26,002 0 0 _______ ________ ________ Cash, end of period $26,002 $ 26,002 $ 26,002 ======= ======== ======== Supplemental Information and Non-monetary Transactions: Interest paid $ 0 $ 0 $ 0 ======= ======== ======== Taxes paid $ 0 $ 0 $ 0 ======= ======== ========
See Accompanying Notes to Financial Statements. -8- 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. The Company had $26,002 in an interest bearing savings account as of March 31, 2008. The account is federally insured. INCOME TAXES Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES," and clarified by FIN 48, "ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES--AN INTERPRETATION OF FASB STATEMENT NO. 109." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. SHARE BASED EXPENSES In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R "SHARE BASED PAYMENT." This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES," and amends FASB Statement No. 95, "STATEMENT OF CASH FLOWS." This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted SFAS No. 123R upon creation of the company and expenses share based costs in the period incurred. -9- 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 SFAS NO. 141R In November 2007, the FASB issued SFAS No. 141R, "Business Combinations -- a replacement of FASB Statement No. 141", which continues to require that all business combinations be accounted for by applying the acquisition method. Under the acquisition method, the acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, and any contingent consideration and contractual contingencies, as a whole, at their fair value as of the acquisition date. Under SFAS No. 141R, all transaction costs are expensed as incurred. SFAS No. 141R rescinds EITF 93-7. Under EITF 93-7, the effect of any subsequent adjustments to uncertain tax positions were generally applied to goodwill, except for post-acquisition interest on uncertain tax positions, which was recognized as an adjustment to income tax expense. Under SFAS No. 141R, all subsequent adjustments to these uncertain tax positions that otherwise would have impacted goodwill will be recognized in the income statement. The guidance in SFAS No. 141R will be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning after December 15, 2008. SFAS NO. 157 In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value measurements. SFAS No. 157 is effective for financial assets and liabilities in fiscal years beginning after November 15, 2007 and for nonfinancial assets and liabilities in fiscal years beginning after March 15, 2008. We do not expect the adoption of SFAS No. 157 to have a material impact on our consolidated financial statements. SFAS NO. 159 In February 2007, FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. SFAS No. 159 amends FASB Statement No. 95, "Statement of Cash Flows" ("SFAS No. 95") and FASB Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). SFAS No. 159 specifies that cash flows from trading securities, including securities for which an entity has elected the fair value option, should be classified in the statement of cash flows based on the nature of and purpose for which the securities were acquired. Before this amendment, SFAS No. 95 and SFAS No. 115 specified that cash flows from trading securities must be classified as cash flows from operating activities. This statement is effective for us beginning January 1, 2008. Upon adoption, we will reclassify proceeds from sales of trading securities within our statement of cash flows as an investing activity. We do not expect any of the other provisions of SFAS No. 159 to have a material impact on our consolidated financial statements. -10- TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) SFAS NO. 160 In November 2007, the FASB issued SFAS No. 160, "Accounting and Reporting of Noncontrolling Interest" ("SFAS No. 160"). SFAS No. 160 requires that a noncontrolling interest (previously referred to as a minority interest) be separately reported in the equity section of the consolidated entity's balance sheet. SFAS No. 160 also established accounting and reporting standards for: (i) ownership interests in subsidiaries held by parties other than the parent, (ii) the amount of consolidated net income attributable to the parent and to the noncontrolling interest, (iii) changes in a parent's ownership interest and (iv) the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 is effective for us beginning January 1, 2009. We are currently assessing the potential impact that the adoption of SFAS No. 160 will have on our consolidated financial statements. EITF ISSUE NO. 06-10 In March 2007, the EITF reached a consensus on EITF Issue No. 06-10, "Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements" ("EITF 06-10"). EITF 06-10 provides that an employer should recognize a liability for the postretirement benefit related to collateral assignment split-dollar life insurance arrangements in accordance with either SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," or APB No. 12, "Omnibus Opinion." We expect to record a liability of approximately $130 million related to the adoption of EITF 06-10 as of January 1, 2008, by an adjustment to retained earnings. NOTE 2. STOCKHOLDERS' EQUITY COMMON STOCK The authorized common stock of the Company consists of 100,000,000 shares with par value of $0.001. On April 17, 2007 the Company authorized and issued 2,000,000 shares of its $.001 par value common stock in consideration of $5,000 in cash. On December 12, 2007 the Company initiated an SB-2 offering, selling 250,000 common shares at $0.10 per share, raising $25,000. On December 12, 2007 the offering was completed. The 250,000 common shares were delivered December 31, 2007. PREFERRED STOCK The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $.001. No preferred shares are issued or outstanding. -11- TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 2. STOCKHOLDERS' EQUITY (CONTINUED) NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER SHARE." The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 2,000,000 during 2008 and since inception. As of March 31, 2008 and December 31, 2007 and since inception, the Company had no dilutive potential common shares. NOTE 3. INCOME TAXES We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Per Statement of Accounting Standard No. 109 - Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period. The components of the Company's deferred tax asset as of December 31, 2007 are as follows: 2007 ________ Net operating loss $ 3,191 Valuation allowance (3,191) ________ Net deferred tax asset $ 0 ======== -12- TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 3. INCOME TAXES (CONTINUED) A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows: Since 2007 Inception ________ _________ Tax at statutory rate (35%) $ 3,191 $ 3,191 Increase in valuation allowance (3,191) (3,191) ________ ________ Net deferred tax asset $ 0 $ 0 ======== ======== The net federal operating loss carry forward will expire between 2016 and 2027. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. NOTE 4. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. The Company has incurred costs while seeking additional capital through a merger with an existing company. An officer of the Company has advanced funds on behalf of the Company to pay for these costs. These funds have been advanced interest free. As of March 31, 2008 and December 31, 2007, the company owed officers $5,118 and $6,118 respectively. NOTE 5. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common stock of the Company. -13- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Generally. Teen Education Group, Inc. ("Teen") was incorporated on April 19, 2006 in the State of Delaware. Principal Services. We are in the process of establishing ourselves as providing a financial literacy and money management educational program for teenagers on a fee for service offered basis. We intend to provide such topics which would include budgeting, the importance of saving, bank accounts and services, establishing and maintaining credit, planning for college, buying a car, basic investing, with related ancillary topics. We will earn our revenues by charging a fee for individuals to complete our training course. Our marketing is going to be the parents of teenagers who understand that many young people fail in the management of the first consumer credit experience, establish bad financial management habits, and fail to take direction from their parents, who realize that it makes no sense for their teenager to learn by trial and error. Our instruction will include practical information preparing them in planning and understanding their financial future. Further, we anticipate that our 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. Financial Condition. Since we have had a limited operating history and have not achieved any revenues or earnings from operations, with limited significant assets and financial resources, we will in all likelihood sustain operating expenses without corresponding revenues, at least until we commence our educational activities. Liquidity. As of December 31, 2007, we had assets of $26,002 and total liabilities of $8,584 and we had a net worth of $20,844. As of March 31, 2008, we had $26,002 in assets and total liabilities of $8,218 and a net worth of $17,784. We have had no revenues from inception through December 31, 2007 and we had no revenues for the period ended March 31, 2008. We have a loss from inception through December 31, 2007 of $9,116 and a loss from inception through March 31, 2008 of $12,216. We have officer's advances of $5,118 from inception to December 31, 2007 and $6,118 as at March 31, 2008. -14- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable to smaller reporting companies. ITEM 4. CONTROLS AND PROCEDURES. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. It also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process certain safeguards to reduce, thought not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting. To avoid segregation of duty due to management accounting size, management had engaged an outside CPA to assist in the financial reporting. Management has used the framework set forth in the report entitled Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based upon this assessment, management has concluded that our internal control over financial reporting was effective as of and for the year ended December 31, 2007 with the following exceptions: o As a part of our year end review of our disclosure controls and procedures, we determined that several of our procedures require additional documentation; no sufficient testing where conducted and further segregation of duties needs to be put in place. It is our belief that those control procedures are being performed, however documentation of their execution is not available. We are implementing additional documentation procedures in order to address this weakness. Management has concluded that other than as described above, our internal control over financial reporting was effective as of and for the year ended December 31, 2007 and the current quarter then ended. The Company is not an "accelerated filer" for the 2007 fiscal year because it is qualified as a "small business issuer". Hence, under current law, the internal controls certification and attestation requirements of Section 404 of the Sarbanes-Oxley act will not apply to the Company. -15- PART II OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS .................................................None ITEM 1A. RISK FACTORS. Prior to investing in the shares, a prospective investor should consider carefully the following risks and highly speculative factors that may affect our business. Prospective investors should carefully consider, among other factors, the following: 1. As a start-up or development stage company, our business and prospects are difficult to evaluate because we have no operating history and our business model is evolving, an investment in us is considered a high risk investment whereby you could lose your entire investment. We have just commenced operations and, therefore, we are considered a "start-up" or "development stage" company. We have not yet owned and/or operated and/or provided any educational services. We will incur significant expenses in order to implement our business plan. As an investor, you should be aware of the difficulties, delays and expenses normally encountered by an enterprise in its development stage, many of which are beyond our control, including unanticipated developmental expenses, and advertising and marketing expenses. We cannot assure you that our proposed business plan will materialize or prove successful, or that we will ever be able to operate profitably. If we cannot operate profitably, you could lose your entire investment. We face the challenge of successfully implementing our business plan. There is, therefore, nothing at this time on which to base an assumption that our business will prove successful, and there is no assurance that we will be able to operate profitably if or when operations commence. You may lose your entire investment do to our lack of experience. Our plan of operation is our best estimate and analysis of the potential market, opportunities and difficulties that we face. There can be no assurances that the underlying assumptions accurately reflect our opportunities and potential for success. Competition for the delivery of education skills is intense, and with other economic forces, this makes forecasting of revenues and costs difficult and unpredictable. If our estimates and analysis is incorrect, you could lose your entire investment. 2. We expect to incur losses in the future and, as a result, the value of our shares and our ability to raise additional capital may adversely affect our ability to sustain growth and our operations may suffer. We have no operating history and, therefore, no revenues. We expect to incur losses during our first year of operation. There can be no assurances that we will achieve profitability in the future, or, if so, as to the timing or amount of any such profits. We plan to use any revenues received to support our plan of operations and to commence our sales and marketing. Many of the expenses associated with these activities are relatively fixed in the short-term. We may be unable to adjust spending quickly enough to offset unexpected revenue shortfalls. If so, our operational results will suffer. We should have sufficient capital to meet our operating expenses for the next nine (9) months. After that time, we will either need to raise additional funds or realize additional revenue from our business activities to meet our cash requirements. There can be no guarantee that we will be successful in securing additional financing should the need arise. Our inability to fund our operations will impede our growth and operating results and may also result in a loss of your investment. -16- 3. Failure to secure additional financing may result in termination of Teen's operations and eliminate any value in Teen's stock. We may require additional financing in order to establish profitable operations. Such financing, if required, may not be forthcoming. Even if additional financing is available, it may not be available on terms we find favorable. Failure to secure the needed additional financing will have a very serious, if not fatal, effect on our ability to survive. As of March 31, 2008, we had cash of $26,002, liabilities of $8,218 and our losses to that date totaled $12,216. 4. Teen's business model is unproven. Thus it is difficult for an investor to determine the likelihood of success or risk to his investment. Teen was formed on April 16, 2007. Due to our lack of operating history, the revenue and income potential of our business is unproven. If we cannot successfully implement our business strategies of creating and marketing of an educational curriculum to teach personal financial management skills to teenagers, we may not be able to generate sufficient revenues to operate profitably. Consequently our investors may lose a substantial portion of or their entire investment. 5. Teen's curriculum material may not be sufficient to ensure Teen's success in its intended market resulting in the termination of Teen's operations and a loss of shareholders' investment. Initially, the only course Teen will be offering is a financial literacy and money management program for teenagers on a fee for service offered basis for our course. As such, our survival is dependent upon the market acceptance of this sole course material. Should this course material be too narrowly focused or should the target market be not as responsive as Teen anticipates, we will not have any other course material that can be offered to ensure our survival in the educational marketplace. While we believe that our course material and providing a financial literacy and money management program for teenagers on a fee for service offered basis, this view may not be shared by their parents. In such an event, we may not be able to attract sufficient students to make it a viable business operation, and we may subsequently fail due to this lack of acceptance in our course material. 6. The loss of Robert L. Wilson or our inability to attract and retain qualified personnel could significantly disrupt or harm our business and our operating results would suffer. We are wholly dependent, at present, on the personal efforts and abilities of Robert L. Wilson, our sole officer and director. The loss of services of Robert L. Wilson will disrupt if not stop our operations. In addition, our success will depend on our ability to attract and retain highly motivated, well-qualified lecturers or employees. Our inability to recruit and retain such individuals may delay the planned commencement of operations and or result in high employee turnover, which could have a material adverse effect on our business or results of operations once commenced. Accordingly, without suitable replacements and employees to operate Teen, our operations will suffer. 7. Robert L. Wilson owns approximately 89% of our shares and that permits him to exert influence over us or to prevent a change of control. Robert L. Wilson, our sole director and officer, beneficially owns approximately 89% of our outstanding shares of common stock. As a result of this stock ownership, Robert L. Wilson will continue to influence the vote on all matters submitted to a vote of our shareholders, including the election of directors, amendments to the certificate of incorporation and the by-laws, and the approval of significant corporate transactions. This consolidation of voting power could also delay, deter or prevent a change of our control that might be otherwise beneficial to shareholders. 8. You will not receive dividend income from an investment in the shares and as a result, the purchase of the shares should only be made by an investor who does not expect a dividend return on the investment. -17- We have never declared or paid a cash dividend on our shares nor will we in the foreseeable future. We currently intend to retain future earnings, if any, to finance the operation and expansion of our business. Accordingly, investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of our securities. As we do not intend to declare dividends in the future, you may never see a return on your investment and you indeed may lose your entire investment. 9. Our common stock has no public market and the value may decline after the offering and our common stock may never be public traded and you may have no ability to sell the shares. There is no established public trading market or market maker for our securities. There can be no assurance that a market for our common stock will be established or that, if established, a market will be sustained. Therefore, if you purchase our securities you may be unable to sell them. Accordingly, you should be able to bear the financial risk of losing your entire investment. We plan to seek a listing on the OTC Bulletin Board and we have contacted a market maker to seek the listing on our behalf. Only market makers can apply to quote securities. Market makers who desire to initiate quotations in the OTC Bulletin Board system must complete an application (Form 211) and by doing so, will have to represent that it has satisfied all applicable requirements of the Securities and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority, Inc. ("FINRA") Bylaws. The OTC Bulletin Board will not charge us with a fee for being quoted on the service. FINRA rules prohibit market makers from accepting any remuneration in return for quoting issuers' securities on the OTC Bulletin Board or any similar medium. We intended to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and, as such, we may be deemed compliant with Rule 15c2-11. The FINRA will review the market maker's application and if cleared, it cannot be assumed by any investor that any federal, state or self-regulatory requirements other than certain FINRA rules and Rule 15c2-11 have been considered by the FINRA. Furthermore, the clearance should not construed by any investor as indicating that the FINRA, the Securities and Exchange Commission or any state securities commission has passed upon the accuracy or adequacy of the documents contained in the submission. The OTC Bulletin Board is a market maker or dealer-driven system offering quotation and trading reporting capabilities-a regulated quotation service - that displays real-time quotes, last-sale prices, and volume information in OTC equity securities. The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchanges. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting market makers or dealers in stocks. There is no assurance that our shares will be able to meet the requirements for a quotation or that the shares will be accepted for inclusion on the OTC Bulletin Board. -18- ITEM 2 - Unregistered Sales of Equity Securities and Use Proceeds...........None ITEM 3 - Defaults Upon Senior Securities....................................None ITEM 4 - Submission of Matter to a Vote of Security Holders.................None ITEM 5 - Other Information Board Meeting. Our board held one meeting during the period covered by this current report. Audit Committee. Our board of directors has not established an audit committee. In addition, we do not have any other compensation or executive or similar committees. We will not, in all likelihood, establish an audit committee until such time as the Company generates a positive cash flow of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process. Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented. Code of Ethics. We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The code of ethics will be posted on the investor relations section of the Company's website. At such time as we have posted the code of ethics on our website, we intend to satisfy the disclosure requirements in our Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics by posting such information on the website. ITEM 6 - Exhibits There were no reports on Form 8-K filed in the quarter for which this report is filed. The following exhibits are filed with this report: 31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer. 31.2 Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer. 32.1 Section 1350 Certification - Chief Executive Officer. 32.1 Section 1350 Certification - Chief Financial Officer. -19- SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 13, 2008 TEEN EDUCATION GROUP, INC. By: /s/ ROBERT L. WILSON ____________________________________________ Robert L. Wilson President (Principal Executive Officer), and Director By: /s/ ROBERT L. WILSON ____________________________________________ Robert L. Wilson Principal Financial Officer -20- EX-31 2 ex31-1.txt EX-31.1 EXHIBIT 31.1 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) I, Robert L. Wilson, certify that: 1. I have reviewed this quarterly report of Form 10-Q of Teen Education Group, Inc. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: May 13, 2008 By: /s/ ROBERT L. WILSON ___________________________ Robert L. Wilson President (Principal Executive Officer), and Director EX-31 3 ex31-2.txt EX-31.2 EXHIBIT 31.2 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) I, Robert L. Wilson, certify that: 1. I have reviewed this quarterly report of Form 10-Q of Teen Education Group, Inc. (the "Registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; 5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: May 13, 2008 By: /s/ ROBERT L. WILSON ___________________________ Robert L. Wilson Principal Financial Officer EX-32 4 ex32-1.txt EX-32.1 EXHIBIT 32.1 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Teen Education Group, Inc. (the "Company") on Form 10-Q for the quarter ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert L. Wilson, President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 13, 2008 By: /s/ ROBERT L. WILSON ___________________________ Robert L. Wilson President (Principal Executive Officer), and Director EX-32 5 ex32-2.txt EX-32.2 EXHIBIT 32.2 SECTION 1350 CERTIFICATION In connection with the Quarterly Report of Teen Education Group, Inc. (the "Company") on Form 10-Q for the quarter ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert L. Wilson, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 13, 2008 By: /s/ ROBERT L. WILSON ___________________________ Robert L. Wilson Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----