-----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, J+EbE3+B3ZTFKrIVFZ9fWm4H50e/txAXTsvHBr44TU7V0mTtmmXUokrez5Y0pOFj dEPcoRgv9FQ44vqTB9V5qQ== 0001092306-09-000180.txt : 20090512 0001092306-09-000180.hdr.sgml : 20090512 20090512141441 ACCESSION NUMBER: 0001092306-09-000180 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090512 DATE AS OF CHANGE: 20090512 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: 09818208 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 FORM 10-Q - 03/31/09 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, 2009. 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.) 6767 W. Tropicana Ave., Suite 207 Las Vegas, NV 89103 ________________________________________ __________ (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 a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): ________________________________________________________________________________ Non-accelerated filer Smaller Large accelerated (Do not check if a smaller reporting filer Accelerated filer reporting company) company [ ] [ ] [ ] [X] ________________________________________________________________________________ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the 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, 2009, and as of the date hereof, there were outstanding 2,250,000 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, 2009 DECEMBER 31, 2008 -3- TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) CONTENTS ________________________________________________________________________________ FINANCIAL STATEMENTS - UNAUDITED 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, 2009 2008 _____________ ____________ ASSETS CURRENT ASSETS Cash $ 833 $ 833 _________ ________ Total current assets $ 833 $ 833 _________ ________ Total assets $ 833 $ 833 ========= ======== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 0 $ 0 Officers advances 15,175 11,681 _________ ________ Total current liabilities $ 15,175 $ 11,681 _________ ________ STOCKHOLDERS' EQUITY Preferred stock: $.001 par value; authorized 5,000,000 shares; none issued and outstanding at March 31, 2009 and December 31, 2008. 0 0 Common stock: $.001 par value; authorized 100,000,000 shares; issued and outstanding: 2,250,000 shares at March 31, 2009 and December 31, 2008 2,250 2,250 Additional paid-in capital 27,750 27,750 Accumulated deficit during development stage (44,342) (40,848) _________ ________ Total stockholders' equity $ (14,342) $(10,848) _________ ________ Total liabilities and stockholders' equity $ 833 $ 833 ========= ========
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, 2009 2008 2009 _________________ ____________ ______________ Revenues $ 0 $ 0 $ 0 Cost of revenue 0 0 0 __________ __________ __________ Gross profit $ 0 $ 0 $ 0 General, selling and administrative expenses 3,494 40,848 44,344 __________ __________ __________ Operating loss $ (3,494) $ (40,848) $ (44,344) Interest income 0 0 2 __________ __________ __________ Net loss $ (3,494) $ (40,848) $ (44,342) ========== ========== ========== Net loss per share, basic and diluted $ (0.00) $ (0.02) $ (0.02) ========== ========== ========== Average number of shares of common stock outstanding 2,250,000 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 24,250 0 25,000 Net loss, December 31, 2007 (9,116) (9,116) _________ _______ ________ ________ ________ Balance, December 31, 2007 2,250,000 $ 2,250 $ 27,750 $ (9,116) $ 20,884 Net loss, December 31, 2008 (5,394) (5,394) _________ _______ ________ ________ ________ Balance, December 31, 2008 2,250,000 $ 2,250 $ 27,750 $(14,510) $ 15,490 Net loss, March 31, 2009 (3,494) (3,494) _________ _______ ________ ________ ________ Balance, March 31, 2009 2,250,000 $ 2,250 $ 27,750 $(44,342) $(14,342) ========= ======= ======== ======== ========
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, 2009 2008 2009 _________________ ____________ ______________ Cash Flows From Operating Activities Net loss $(3,494) $(31,732) $(44,342) Adjustments to reconcile net loss to cash used in operating activities: Changes in assets and liabilities Increase (decrease) in accounts payable 0 0 0 _______ ________ ________ Net cash used in operating activities $(3,494) $(31,732) $(44,342) _______ ________ ________ Cash Flows From Investing Activities $ 0 $ 0 $ 0 _______ ________ ________ Cash Flows From Financing Activities Issuance of common stock $ 0 $ 0 $ 30,000 Increase in officer advances 3,494 6,563 15,175 _______ ________ ________ Net cash provided by financing activities $ 3,494 $ 6,563 $ 45,175 _______ ________ ________ Net increase (decrease) in cash $ 0 $(25,169) $ 833 Cash, beginning of period 833 26,002 0 _______ ________ ________ Cash, end of period $ 833 $ 833 $ 833 ======= ======== ======== 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 $833 in an interest bearing savings account as of March 31, 2009. The account is federally insured. INCOME TAXES The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," and clarified by FASB Interpretation Number ("FIN") 48, "Accounting for Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109." Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial accounting Standards Statement No. 107, "Disclosures about Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain instruments. EARNING PER SHARE INFORMATION The Company computes per share information in accordance with SFAS No. 128, "Earnings Per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of common shares outstanding during such period. -9- TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R "Share Based Payment." This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash Flows." This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted SFAS No. 123R upon creation of the company and expenses share based costs in the period incurred. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material cash, nor material assets, nor does it have operations or a source of revenue sufficient to cover its operations costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation which raises substantial doubt about the Company's ability to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. RECENT ACCOUNT PRONOUNCMENTS In May, 2008, the Financial Accounting Board issued Statement of Financial Accounting Standards No. 163, "Accounting for Financial Guarantee Insurance contracts - an interpretation of FASB Statement No. 60" (SFAS 163). This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosure about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise's risk-management activities. This Statement requires that disclosure about the risk-management activities of the insurance enterprise be effective for the first period (including interim periods) beginning after issuance of the Statement. Except for those disclosures, earlier application is not permitted. The adoption of this statement will have no material effect on the Company's financial condition or results of operations. -10- TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In May, 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (SFAS no. (162). This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The sources of accounting principles that are generally accepted are categorized in descending order of authority as follows: a. FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133, Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB. b. FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Statements of Position. c. AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and Topics discussed in Appendix D of EITF ABSTRACTS (EITF D-Topics) d. Implementation guides (Q&A) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent rather generally or in the industry. The adoption of this statement will have no material effect on the Company's financial condition or results of operations. In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" and amendment of SFAS No. 133. SFAS 161 apples to all derivative and nonderivative instruments that are designated and qualify as hedging instruments pursuant to paragraph 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments. How derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. We do not expect that the adoption of SFAS 161 will have a material effect on our financial condition or results of operation. 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. -11- TEEN EDUCATION GROUP, INC. (A DEVELOPMENT STAGE ENTERPRISE) NOTES TO FINANCIAL STATEMENTS NOTE 2. STOCKHOLDERS' EQUITY (CONTINUED) 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. The Company has no preferred shares issued or outstanding as of March 31, 2009 or December 31, 2008. NET LOSS PER COMMON SHARE Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per Share." The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding of 2,250,000 during 2009 and 2008. As of March 31, 2009 and December 31, 2008 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 March 31, 2009 and December 31, 2008 are as follows: 2009 2008 ________ _________ Net operating loss $ 1,223 $ 11,062 Valuation allowance (1,223) (11,062) ________ _________ Net deferred tax asset $ 0 $ 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 2009 2008 Inception ________ ________ _________ Tax at statutory rate (35%) $ 1,223 $ 11,106 $ 15,520 Increase in valuation allowance (1,223) (11,106) (15,520) ________ ________ ________ Net deferred tax asset $ 0 $ 0 $ 0 ======== ======== ======== The net federal operating loss carry forward will expire between 2027 and 2028. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. NOTE 4. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. An officer or resident 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. As of March 31, 2009 and December 31, 2008, the company owed officers $15,175 and $11,681 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. was incorporated on April 19, 2006 in the State of Delaware. Principal Services. We had been 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. The current financial crisis has had an adverse effect on our ability to attract students. We are currently inactive and we will remain inactive until such time as the economy starts to improve. We may also seek out other business opportunities. 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, 2008, we had assets of $833 and total liabilities of $11,681 and we had a negative net worth of $10,848. As of March 31, 2009, we had $833 in assets and total liabilities of $15,175 and a negative net worth of $14,342. We have had no revenues from inception through December 31, 2008 and we had no revenues for the period ended March 31, 2009. We have a loss from inception through December 31, 2008 of $40,848 and a loss from inception through March 31, 2009 of $44,342. We have officer's advances of $11,681 from inception to December 31, 2008 and $15,175 as at March 31, 2009. Shell Issues. On June 29, 2005, the Securities and Exchange Commission adopted final rules amending the Form S-8 and the Form 8-K for shell companies like us. The amendments expand the definition of a shell company to be broader than a company with no or nominal operations/assets or assets consisting of cash and cash equivalents, the amendments prohibit the use of a From S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor, under certain circumstances), and revise the Form 8-K to require a shell company to include current Form 10 information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. The rules are designed to assure that investors in shell companies that acquire operations or assets have access on a timely basis to the same kind of information as is available to investors in public companies with continuing operations. On February 15, 2008, the Securities and Exchange Commission adopted final rules amending Rule 144 (and Rule 145) for shell companies like us. The amendments currently in full force and effect provide that the current revised holding periods applicable to affiliates and non-affiliates is not now available for securities currently issued by either a reporting or non-reporting shell company, unless certain conditions are met. An investor will be able to resell securities issued by a shell company subject to Rule 144 conditions if the reporting or non-reporting issuer (i) had ceased to be a shell, (ii) is subject to the 1934 Act reporting obligations, (iii) has filed all required 1934 Act reports during the proceeding twelve months, and (iv) at least 90 days has elapsed from the time the issuer has filed the "Form 10 Information" reflecting the fact that it had ceased to be a shell company before any securities were sold Rule 144. -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 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. In addition to the Risk Factors contained in the Form 10-K previously filed with the Commission, the following additional risk factors should be carefully considered: 1. We have had no operating history nor any revenues or earnings from operations and we are insolvent. We have no assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and consummate such a business combination. Our auditor's going concern opinion and the notation in the financial statements indicate that we do not have significant cash or other material assets and that we are relying on advances from stockholders, officers and directors to meet our limited operating expenses. We are insolvent in that we are unable to pay our debts in the ordinary course of business as they become due. 2. Our proposed plan of operation is speculative. The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria. In the event we complete a business combination, of which there can be no assurance, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control. 3. We face intense competition for business opportunities and combinations. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital and hedge fund firms, are active in mergers and acquisitions of companies that may be our desirable target candidates. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we have and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies. 4. We have no agreements for a business combination or other transaction and have established no standards for a business combination. We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. There can be no assurance that we will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for our evaluation. There is no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics. 16 5. The reporting requirements under federal securities law may delay or prevent us from making certain acquisitions. Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"), require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable. In addition to the audited financial statements, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we will be required to include that information that is normally reported by a company in a Form 10. The time and additional costs that may be incurred by some target entities to prepare and disclose such information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. 6. At the time we do any business combination, each shareholder will most likely hold a substantially lesser percentage ownership in the Company. Our current plan of operation is based upon a business combination with a private concern that, in all likelihood, would result in the Company issuing securities to shareholders of any such private company. The issuance of our previously authorized and unissued Common Stock would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in our control or in our management. 7. Our officers and directors are the principal shareholders and will be able to approve all corporate actions without shareholder consent and will control our Company. Our principal shareholder, Robert L. Wilson, currently own approximately 89% of our Common Stock. He will have significant influence over all matters requiring approval by our shareholders, but not requiring the approval of the minority shareholders. In addition, he will be able to elect all of the members of our board of directors, allowing them to exercise significant control of our affairs and management. In addition, he may transact most corporate matters requiring shareholder approval by written consent, without a duly-noticed and duly-held meeting of shareholders. 8. Our Common Stock may be subject to significant restriction on resale due to federal penny stock restrictions. The Securities and Exchange Commission has adopted rules that regulate broker or dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The penny stock rules also require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for our stock that becomes subject to the penny stock rules, and accordingly, shareholders of our Common Stock may find it difficult to sell their securities, if at all. 17 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.................................................None 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. 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 12, 2009 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 -18- 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 12, 2009 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 12, 2009 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, 2009 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 12, 2009 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, 2009 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 12, 2009 By: /s/ ROBERT L. WILSON ___________________________ Robert L. Wilson Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----