form10qa063009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment #1

(Mark One)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009.

/ / 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 incorporation or organization)	(I.R.S. Employer Identification No.)
	(I.R.S. Employer Identification No.)


6767 W. Tropicana Ave., Suite 207 Las Vegas, NV
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 / /

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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):

Large accelerated Filer	Accelerated filer	Non-accelerated filer (Do not check if a smaller reporting company)	Smaller reporting 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 June 30, 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 /

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PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

TEEN EDUCATION GROUP, INC.

(A Development Stage Enterprise)

JUNE 30, 2009

DECEMBER 31, 2008

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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	9-12

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TEEN EDUCATION GROUP, INC.

(A Development Stage Enterprise)

BALANCE SHEETS

June 30,2009

(Unaudited)

December 31,

2008

ASSETS


CURRENT ASSETS
Cash	$	439	$	833

Total current assets	$	0	$	0

Total assets	$	0	$	0

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	0		$	0
Officers advances		15,818			11,681

Total current liabilities	$	15,818		$	11,681

STOCKHOLDERS’ DEFICIT
Preferred stock: $.001 par value;
authorized 5,000,000 shares; none issued or
outstanding at June 30, 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
June 30, 2009 and December 31, 2008		2,250			2,250
Additional paid-in capital		27,750			27,750
Accumulated deficit during development stage		(45,379	)		(40,848	)

Total stockholders’ deficit	$	(15,379	)	$	(10,848	)

Total liabilities and
stockholders’ deficit	$	439		$	833

See Accompanying Notes to Financial Statements

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TEEN EDUCATION GROUP, INC.

(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended						Six Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009	June 30, 2008	Apr. 19, 2007 (inception) to June 30, 2009

Revenues	$	0		$	0		$ 0	$ 0	$	0

Cost of revenue		0			0		0	0		0

Gross profit	$	0		$	0		$ 0	$ 0	$	0
General, selling and
administrative expenses		3,039			3,100		4,531	5,037		45,379
Operating loss	$	(3,039	)	$	(3,100	)	$ (4,531)	$ (5,037)	$	(45,379	)

Nonoperating income (expense)		0			0		0	0		2

Net loss	$	(3,039	)	$	(3,100	)	$ (4,531)	$ (5,037)	$	(45,379	)


Net loss per share, basic
and diluted	$	(0.00	)	$	(0.00	)	$ (0.00)	$ (0.00)

Average number of shares
of common stock outstanding		2,250,000			2,250,000		2,250,000	2,250,000

See Accompanying Notes to Financial Statements

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TEEN EDUCATION GROUP, INC.

(A Development Stage Enterprise)

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

							Accumulated
							Deficit
					Additional		During
	Common Stock				Paid-In		Development
	Shares		Amount		Capital		Stage			Total

April 17, 2007, issue common stock		2,000,000	$	2,000	$	3,000	$	0		$	5,000
December 27, 2007, issue SB-2 common stock		250,000		250		24,750		0			25,000
Net loss, December 31, 2007								(9,116	)		(9,116	)
Balance, December 31, 2007		2,250,000	$	2,250	$	27,750	$	(9,116	)	$	20,884
Net loss, December 31, 2008								(31,732	)		(31,732	)

Balance, December 31, 2008		2,250,000	$	2,250	$	27,750	$	(40,848	)	$	(10,848	)
Net loss, June 30, 2009								(4,531	)		(4,531	)

Balance, June 30, 2009		2,250,000	$	2,250	$	27,750	$	(45,379	)	$	(15,379	)

See Accompanying Notes to Financial Statements

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TEEN EDUCATION GROUP, INC.

(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended						Apr. 19, 2007 (inception) to
	June 30, 2009			June 30, 2008			June 30, 2009
	June 30, 2009			June 30, 2008			June 30, 2009
Cash Flows From
Operating Activities
Net loss	$	(4,531	)	$	(5,037	)	$	(45,379	)
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
Net cash used in operating activities	$	(4,531	)	$	(5,037	)	$	(45,379	)

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		4,137			5,037			15,818

Net cash provided by financing activities
Net cash provided by financing activities	$	4,137		$	0		$	45,818

Net increase (decrease) in cash
Net increase (decrease) in cash	$	(394)		$	0		$	439

Cash, beginning of period		833			833		$	0

Cash, end of period	$	439		$	833		$	439


Supplemental Information and Non-monetary Transactions:

Interest paid	$	0		$	0		$	0

Taxes paid	$	0		$	0		$	0

See Accompanying Notes to Financial Statements

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TEEN EDUCATION GROUP, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Nature of Business and Significant Accounting Policies

Nature of business:

Teen Education Group, Inc. (“Company”) was organized April 16, 2007 under the laws of the State of Delaware. The Company currently has no operations and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by Development Stage Enterprises,” is considered a Development Stage Enterprise.

A summary of the Company’s significant accounting policies is as follows:

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2009 and December 31, 2008.

Income taxes

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes.” Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset. See Note 5.

Effective November 1, 2007, the Company adopted the Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The adoption of FIN 48 did not have a material impact on the Company’s financial position, results of operation or liquidity. The current Company policy classifies any interest recognized on an underpayment of income taxes as interest expense and classifies any statutory penalties recognized on a tax position taken as selling, general and administrative expense.

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TEEN EDUCATION GROUP, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

Note 1.

Nature of Business and Significant Accounting Policies (continued)

Share Based Expenses

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R "Share Based Payment." This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash

Flows." This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted SFAS No. 123R upon creation of the company and expenses share based costs in the period incurred.

Going concern

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash, or material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.

Note 2. Stockholders’ Equity

Common Stock

The authorized common stock of the Company consists of 100,000,000 shares with par value of $0.001. On April 17, 2007 the Company authorized and issued 2,000,000 shares of its $.001 par value common stock in consideration of $5,000 in cash.

On December 12, 2007 the Company initiated an SB-2 offering, selling 250,000 common shares at $0.01 per share, raising $25,000. On December 21, 2007 the offering was completed. The 250,000 common shares were delivered December 31, 2007.

Preferred Stock

The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $0.01. The Company has no preferred stock issued or outstanding as of June 30, 2009 and December 31, 2008.

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TEEN EDUCATION GROUP, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

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 2,250,000 during 2009 and 2008. As of June 30, 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 carry-forwards, 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 carry-forward period.

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 agency of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. As of June 30, 2009 and December 31, 2008, the company owed officers $16,472 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.

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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.

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 June 30, 2009, we had $439 in assets and total liabilities of $16,472 and a negative net worth of $16,033.

We have had no revenues from inception through December 31, 2008 and we had no revenues for the period ended June 30, 2009. We have a loss from inception through December 31, 2008 of $40,848 and a loss from inception through June 30, 2009 of $46,033.

We have officer's advances of $11,681 from inception to December 31, 2008 and $16,472 as at June 30, 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.

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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:

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

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

·	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 had concluded that our internal control over financial reporting was effective as of and for the year ended December 31, 2008 and the current quarter then ended.

The Company is not an "accelerated filer" for the current 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.

Our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, such as this quarterly report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have conducted an evaluation of the effectiveness of our disclosure controls and procedures. We perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our quarterly reports on Form 10-Q and annual report on Form 10-K. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer are required to conclude on the effectiveness of the disclosure controls and procedures as at the end of the quarter covered by this report.

The Company's disclosure controls and procedures and internal controls over financial reporting were not effective at each of March 31, 2009, June 30, 2009 and September 30, 2009, due to the Company's inadvertent failure to include in its conclusion in the quarterly reports on Form 10-Q for quarters thereafter ended management's assessment of disclosures controls and procedures and management’s inadvertent failure to include additional comparative information in the financial statements.

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

Changes in Internal Controls

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or is reasonably likely to materially affect our internal controls over financial reporting.

In March 2010, we initiated changes in our disclosure controls and procedures and internal controls over financial reporting that addressed our material weaknesses. We instituted new reporting and approval procedures that have remediated the disclosed material weaknesses.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS.

There has been no material changes in the risk factors previously disclosed.

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

We filed a Form 8-K on May 19, 2009. 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.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 30, 2010

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

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