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 EXCHANGEACT
OF 1934






FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 2010




OR







/
 /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACTOF
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.)6767 W. Tropicana Ave., Suite
      207
              Las Vegas,
NV89103________________________________________
            __________(Address of principal executive
      offices)
            (Zip
  code)






Issuer's
telephone number: (406) 270-4158






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 requiredto be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe  preceding
12 months (or for such  shorter  period that
the  registrant  wasrequired  to
file  such  reports),  and  (2)
has  been  subject  to such  filingrequirements
for the past 90 days.  Yes / X /  No /   /




Indicate
by check mark whether the registrant has
submitted  electronically  and posted on its corporate Web
site, if any, every  Interactive  Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this
chapter)  during the  preceding 12 months (or for such
shorter  period that the registrant was required to submit and post
such files). Yes [  ] 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):






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
inRule
12b-2 of the Exchange Act).  Yes / X /  No /   /




State the
number of shares outstanding of each of the issuer's classes of commonequity,
as of the latest practicable date:




At
March 31, 2010, and as of the date hereof, there were outstanding 2,250,000
shares of the Registrant's Common Stock, $.001 par value.

















2


PART
I
  FINANCIAL
INFORMATION
   ITEM
1.                      FINANCIAL
STATEMENTS
    TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
      MARCH 31,
2010
 DECEMBER
31, 2009
                   3
   TEEN
EDUCATION GROUP, INC.
 (A
DEVELOPMENT STAGE ENTERPRISE)
  CONTENTS
      FINANCIAL
      STATEMENTS - UNAUDITEDBalance
      Sheets
              5Statements
      of Operations
              6Statements
      of Stockholders' Equity
              7Statements
      of Cash Flows
              8Notes
      to Financial Statements
              9-11
  
              4


TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 BALANCE
SHEETS
    March
      31,
                      2010
                      (Unaudited)
                    
                    December
      31,
                      2009
                      (Audited)
 
   ASSETS
 CURRENT
      ASSETS
                
                $
                0
                
                
                $
                833Total current
      assets
                
                $
                0
                
                
                $
                0Total assets
                
                $
                0
                
                
                $
                833
  LIABILITIES
AND STOCKHOLDERS' DEFICIT
 CURRENT
      LIABILITIESAccounts
    payable
                
                $
                2,500
                
                
                $
                2,945Officers
      advances
                
                
                22,243
                
                
                
                16,238Total current
      liabilities
                
                $
                24,953
                
                
                $
                19,183STOCKHOLDERS’
      DEFICITPreferred stock: $.001 par
      value;authorized 5,000,000 shares; none
      issued oroutstanding at March 31, 2010
      andDecember 31,
      2009Common stock: $.001 par
      value;authorized 100,000,000 shares;
      issuedand
      outstanding:  2,250,000 shares atMarch 31, 2010 and December 31,
      2009
                
                
                2,250
                
                
                
                2,250Additional paid-in
      capital
                
                
                27,750
                
                
                
                27,750Accumulated deficit during
      development stage
                
                
                (54,953
                )
                
                
                (49,183
                )Total stockholders’
      deficit
                
                $
                (24,953
                )
                
                $
                (19,183
                )Total liabilities
      andstockholders’
      deficit
                
                $
                0
                
                
                $
                833
    See
Accompanying Notes to Financial Statements
     5
  TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
  
 ThreeMonthsEndedMarch
      31,
                    2010
                  
                  
                  March
      31,
                    2009
                  
                  
                  Apr.
      16, 2007
                    (inception)
      to
                    March
      31,
                    2010Revenues
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Cost
      of revenue
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Gross
      profit
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0General,
      selling andadministrative
      expenses
                  
                  
                  5,770
                  
                  
                  
                  3,039
                  
                  
                  
                  54,953Operating
      loss
                  
                  $
                  (5,770
                  )
                  
                  $
                  (3,039
                  )
                  
                  $
                  (54,953
                  )Nonoperating
      income (expense)
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Net
      loss
                  
                  $
                  (5,770
                  )
                  
                  $
                  (3,039
                  )
                  
                  $
                  (54,953
                  )Net
      loss per share, basicand
      diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.02
                  )Average
      number of sharesof
      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’ DEFICIT
 (UNAUDITED)
  AccumulatedDeficitAdditional
                  
                  
                  DuringCommon
      Stock
                  
                  
                  Paid-In
                  
                  
                  DevelopmentShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  TotalApril
      17, 2007, issue common stock
                  
                  
                  2,000,000
                  
                  
                  $
                  2,000
                  
                  
                  $
                  3,000
                  
                  
                  $
                  0
                  
                  
                  $
                  5,000December
      27, 2007, issue SB-2 common stock
                  
                  
                  250,000
                  
                  
                  
                  250
                  
                  
                  
                  24,750
                  
                  
                  
                  0
                  
                  
                  
                  25,000Net
      loss, December 31, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (9,116
                  )
                  
                  
                  (9,116
                  )Balance,
      December 31, 2007
                  
                  
                  2,250,000
                  
                  
                  $
                  2,250
                  
                  
                  $
                  27,750
                  
                  
                  $
                  (9,116
                  )
                  
                  $
                  20,884Net
      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, December 31, 2009
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (8,335
                  )
                  
                  
                  (8,335
                  )Balance,
      December 31, 2009
                  
                  
                  2,250,000
                  
                  
                  $
                  2,250
                  
                  
                  
                  27,750
                  
                  
                  
                  (49,183
                  )
                  
                  
                  (19,183
                  )Net loss,
      March 31, 2010
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (5,770
                  )
                  
                  
                  (5,770
                  )Balance,
      March 31, 2010
                  
                  
                  3,400,000
                  
                  
                  $
                  3,400
                  
                  
                  $
                  30,600
                  
                  
                  $
                  (54,953
                  )
                  
                  $
                  (24,953
                  )
   See
Accompanying Notes to Financial Statements
      7
   TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
  Three
      Months
                  
                  
                  Apr.
      16, 2007
                    (inception)
      toMarch
      31,
                    2010
                  
                  
                  March
      31,
                    2009
                  
                  
                  March
      31,
                    2010Cash
      Flows FromOperating
      ActivitiesNet loss
                  
                  $
                  (5,770
                  )
                  
                  $
                  (3,039
                  )
                  
                  $
                  (54,953
                  )Adjustments to reconcile net
      loss
                    to cash used in operating
      activities:Changes in assets and
      liabilities
                    Increase (decrease) in accounts
      payable(445
                  )
                  
                  
                  199
                  
                  
                  
                  2,500Net cash used
in
                    operating
      activities$
                  (6,215
                  )
                  
                  $
                  (2,840
                  )
                  
                  $
                  (52,453
                  )Cash
      Flows FromInvesting
      Activities
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Cash
      Flows FromFinancing
      ActivitiesIssuance of common
      stock
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  30,000Increase in officer
      advances
                  
                  
                  6,215
                  
                  
                  
                  2,840
                  
                  
                  
                  22,453Net cash provided
      by
                    financing
      activities$
                  6,215
                  
                  
                  $
                  2,840
                  
                  
                  $
                  52,453,Net increase
      (decrease)
                    in cash$
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Cash,
      beginning of period
                  
                  
                  0
                  
                  
                  
                  833
                  
                  
                  $
                  0Cash,
      end of period
                  
                  $
                  0
                  
                  
                  $
                  833
                  
                  
                  $
                  0Supplemental
      Information and Non-monetary Transactions:Interest
      paid
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0Taxes
      paid
                  
                  $
                  0
                  
                  
                  $
                  0
                  
                  
                  $
                  0
   See
Accompanying Notes to Financial Statements
      8




TEEN
EDUCATION GROUP, INC.


(A
Development Stage Enterprise)


STATEMENTS
OF CASH FLOWS


(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 limited operations
and, in accordance with FASB ASC 915 DEVELOPMENT STAGE ENITITES” is considered a
Development Stage Enterprise. The Company has been in the development stage
since formation and has realized minimal revenues from its
operations.
  A SUMMARY
OF THE COMPANY’S SIGNIFICANT ACCOUNTING POLICIES 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 March 31, 2010 and December 31, 2009.
  INCOME
TAXES
  The
Company accounts for income taxes under FASB ASC 740 “INCOME TAXES,”Under
the asset and liability method of FASB ASC 740, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period the
enactment occurs. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax
assets through future operations
  FAIR
VALUE OF FINANCIAL INSTRUMENTS
  The
Company’s financial instruments as defined by FASB ASC 825-10-50 include cash,
trade accounts receivable, and accounts payable and accrued expenses. All
instruments are accounted for on a historical cost basis, which due to the short
maturity of these financial instruments, approximate fair value at March 31,
2010.
   9
   TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
  NOTE
1.     NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES (continued)
   FASB ASC
820 defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles, and expands disclosure
about fair value measurements. FASB ASC 820 establishes a three-tier fair value
hierarchy which prioritizes the inputs used in measuring fair value as
follows:
  Level 1.
Observable inputs such as quoted prices in active markets;
  Level 2.
Inputs, other than the quoted prices in active markets, that are observable
either directly or indirectly; and
 
 Level 3.
Unobservable inputs in which there is little or no market data, which requires
the reporting entity todevelop
its own assumptions.
  The
Company does not have any assets or liabilities measured at fair market value on
a recurring basis at March 31, 2010 and December 31, 2009. The Company did not
have any fair value adjustments for assets and liabilities measured at fair
value on a nonrecurring basis during the periods ended March 31, 2010 and
December 31, 2009.
  SHARE
BASED EXPENSES
  FASB ASC
718 “COMPENSATION – STOCK COMPENSATION” prescribes accounting and reporting
standards for all stock-based payments award to employees, including employee
stock option, restricted stock, employee stock purchase plans and stock
appreciation rights, may be classified as either equity or liabilities. The
Company determines if a present obligation to settle the share-based payment
transaction in cash or other assets exists. A present obligation to settle in
cash or other assets exists if: (A) the option to settle by issuing equity
instruments lacks commercial substance or (B) the present obligation is implied
because of an entity’s past practice or stated policies. If a present obligation
exists, the transaction should be recognized as a liability; otherwise, the
transaction should be recognized as equity.
  The
Company accounts for stock-based compensation issued to non-employees and
consultants in accordance with the provisions of FASB ASC 505-50 “EQUITY – BASED
PAYMENTS TO NON-EMPLOYEES.” Measurement of share-based payment transactions with
non-employees is based on the fair value of whichever is more reliably
measurable; (A) the goods or services received, or (B) the equity instruments
issued. The fair value of the share-based payment transaction is determined at
the earlier of performance commitment date or performance completion
date.
  GOING
CONCERN
  The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern.  This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business.  Currently, the Company does not have cash,
no 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 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.
   10
  TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
   NOTE
1.NATURE
OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
   RECENT
ACCOUNTING PRONOUNCEMENTS
  Recently
Implemented Standards
  FASB ASC
105, “Generally Accepted Accounting Principles” (FASB ASC 105) (formerly
Statement of Accounting Standards No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162)” reorganized by topic existing accounting
and reporting guidance issued by the Financial Accounting Standards Board
(“FASB”) into a single source or authoritative generally accepted accounting
principles (“GAAP”) to be applied by nongovernmental entities. All guidance
contained in the Accounting Standards Codification (“FASB ASC”) carries an equal
level of authority. Rules and interpretative releases of the Securities and
Exchange Commission (“SEC”) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. Accordingly, all other
accounting literature will be deemed” non-authoritative”. FASB ASC 105 is
effective on a prospective basis for financial statements issued for interim and
annual periods ending after September 15, 2009. The Company has implemented the
guidance included in FASB ASC 105 as of July 1, 2009. The implementation of this
guidance changed the Company’s reference to GAAP authoritative guidance but did
not impact the Company’s financial position or results of
operations.
  FASB ASC
855, “SUBSEQUENT EVENTS” (FASB ASC 855) (formerly Statement of Financial
Accounting Standards No. 165, SUBSEQUENT EVENTS) includes guidance that was
issued by the FASB in May 2009, and is consistent with current auditing
standards in defining a subsequent event. Additionally, the guidance provides
for disclosure regarding the existence and timing of a company’s evaluation of
its subsequent events. FASB ASC 855 defines two types of subsequent events,
“recognized” and “non-recognize.” Recognized subsequent events provide
additional evidence about conditions that existed at eh date of the balance
sheet and are required to be reflected in the financial statements.
Non-recognized subsequent events provide evidence about conditions that did not
exist at the date of the balance sheet but arose after that date and, therefore;
are not required to be reflected in the financial statements. However, certain
non-recognized subsequent events may require disclosure to prevent the financial
statements from being misleading. This guidance was effective prospectively for
interim or annual financial periods ending after June 15, 2009. The Company
implements the guidance included in FASB ASC 855 as of April 1, 2009. The effect
of implementing this guidance was not material to the Company’s financial
position or results of operations.
  The
Company refers to FASB ASC 605-25 “MULTIPLE ELEMENT ARRANGEMENTS” in recognizing
revenue from agreements with multiple deliverables. This statement provides
principles for allocation of consideration among its multiple-elements, allowing
more flexibility in identifying and accounting for separate deliverables under
an arrangement. The EITF introduces as estimated selling price method for
valuing the elements of a bundled arrangement if vendor-specific objective
evidence or third-party evidence of selling price is nor available, and
significantly expands related disclosure requirements. This standard is
effective on a prospective basis for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15, 2010.
Alternatively, adaptation may be on a retrospective basis, and early application
is permitted. The Company does not expect the adoption of this statement to have
a material effect on its consolidated financial statements or
disclosures.
    11
  TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
   NOTE
1.NATURE
OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)
   In August
2009, the FASB issued Accounting Standards Update No. 2009-05,”Measuring
Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on
measuring the fair value of liabilities and effective for the first interim or
annual reporting period beginning after its issuance. The Company’s adoption of
ASU 2009-05 did not have an effect on its disclosure of the fair value of its
liabilities.
  RECENTLY
ISSUED STANDARDS
  In
September 2009, the FASB issued FASB ASC Update No. 2009-12, “FAIR VALUE
MEASUREMENTS AND DISCLOSURES (TOPIC 820); INVESTMENTS IN CERTAIN ENTITIES THAT
CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT)” (FASB ASC Update No.
2009-12). This update sets forth guidance on using the net asset value per share
provided by an investee to estimate fair value of an alternative investment. The
amendments in this update are effective for interim and annual periods ending
after December 15, 2009 with early application permitted. The Company does not
expect that the implementation of FASB ASC Update 2009-12 will have a material
effect on its financial position or results of operations.
  FASB ASC
Topic 810, “CONSOLIDATION” was amended in June 2009, by Statement of Financial
Accounting Standards No. 167, AMENDMENTS TO FASB INTERPRETATION No. 46R
(“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES AN INTERPRETATION OF ARB NO. 51,
(“FIN 46R”) to require an analysis to determine whether a company has a
controlling financial interest in a variable interest entity. This analysis
identifies the primary beneficiary of a variable entity as the enterprise that
has a) the power to direct the activities of a variable interest entity that
most significantly impact the entity’s economic performance and b) the
obligation to absorb losses of the entity that could potentially be significant
to the variable entity or the right to receive benefits from the entity that
could potentially be significant to the variable interest entity. The statement
requires an ongoing assessment of whether a COPNAY IS THE PRIMARY BENEFICIARY OF
A VARIBLE INTERST ENTITY WHEN THE HOLDERS OF THE ENTITY, AS A GROUP, LOSE POWER,
THROUGH VOTING OR SIMILAR RIGHTS, TO DIRECT THE ACTIONS THAT MOST SIGIFICANTLY
AFFECT THE ENTITIY’S ECONOMIC PERFORMANCE. This statement also enhances
disclosures about a company’s involvement in variable interest entities.
Statement No. 167 is effective as of the beginning of the first annual reporting
period that begins after November 15, 2009. The Company does not expect the
adoption of Statement No. 167 to have a material impact on its financial
position or results of operations.
  In June
2009, the FASB issued Statement of Financial Accounting Standards No. 166,
ACCOUNTING FOR TRANSFERS OF FINANCIAL ASSETS AN AMENDMENT OF FASB STATEMENT NO.
140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial
Accounting Standards No. 140, ACCOUNTING FOR TRANSFERS AND EXTINGUISHMENT OF
LIABILITIES A REPLACEMENT OF FASB STATEMENT 125 (“Statement No. 140”) and
requires additional disclosure about transfers of financial assets, including
securitization transactions, and any continuing expose to the risks related to
transferred financial assets. It also eliminates the concept of a “qualifying
special purpose entity”, changes the requirements for derecognizing financial
assets, and enhances disclosure requirements. Statement No. 166 is effective
prospectively, for annual periods beginning after November 15, 2009, and interim
and annual periods thereafter.
   
 12
  TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
   NOTE
1.     NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES (continued)
  Although
Statement No. 166 has not been incorporated in to the Codification, in
accordance with FASB ASC105, the
standard shall remain authoritative until it is integrated. The Company does not
expect the adoption of Statement No. 166 will have a material impact on its
financial position or results or operations.
   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 $0.001 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 March 31, 2010 and December 31, 2009.
  NET LOSS
PER COMMON SHARE
  Net loss
per share is calculated in accordance with FASB ASC 260, “EARNINGS PER
SHARE.”  The
weighted-average number of common shares outstanding during each period is used
to compute basic loss per share.  Diluted loss per share is computed
using the weighted averaged number of shares and dilutive potential common
shares outstanding.  Dilutive potential common shares are additional
common shares assumed to be exercised.
  Basic net
loss per common share is based on the weighted average number of shares of
common stock outstanding of 2,250,000 during 2010, 2009, and since
inception.  As of March 31, 2010 and December 31, 2009 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. When it is more likely 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.
    13
  TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
   NOTE
3.    INCOME TAXES (continued)
  The net
federal operating loss carry forward will expire between 2026 and
2029.  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, 2010 and December 31, 2009 the company owed
officers $22,243 and $16,238 respectively.
   NOTE
5.    WARRANTS AND OPTIONS
  There are
no warrants or options outstanding to acquire any additional shares of common
stock of the Company.








14






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,  2009,  we had assets of $833 and
total  liabilities  of $19,183 and we had a negative net
worth of $19,183. As of March 31, 2010, we had no assets  and
total  liabilities  of $24,953  and
a  negative  net worth of $24,953.
  We have
had no revenues from inception through December 31, 2009 and we had
no  revenues  for
the  period  ended  March 31, 2010.  We
have a loss from inception through December 31, 2009 of $49,183 and a loss from
inception through March 31, 2010 of $54,953.
  We
have  officer's  advances of $16,238 from inception to
December 31, 2009 and $22,243 as at March 31, 2010.
  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 companyfiles 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.
    15
  
  ITEM
3.                      QUANITATIVE
AND QUALILATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Not applicable to smaller
reporting companies.
   ITEM
4.T.                  
CONTROLS AND PROCEDURES.
  Based on an
evaluation of our  disclosure  controls and procedures as of the end
of the period covered by this Form 10Q (and the financial  statements 
contained in the report),  our president and treasurer  have 
determined  that our current disclosure controls and procedures are
effective.
  There have not been
any changes in our internal control over financial reporting (as such term is
defined in Rule 13a-15(f) under the Exchange Act) or any other factors during
the quarter covered by this report, that have materially affected, or are
reasonably likely to materially affect our internal control over financial
reporting.
  Internal control
over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer (President) and Chief Financial
Officer/Treasurer, 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
intaining  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.




Management has concluded
that our internal control over financial  reporting waseffective
as of the quarter endedMarch31,
2010.




16







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




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.

















17






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:
May 17, 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






18