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 JUNE 30, 2008.

                                       OR

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                  FOR THE TRANSITION FROM _______ TO ________.


                       COMMISSION FILE NUMBER: 333-147045


                           TEEN EDUCATION GROUP, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


            DELAWARE                                               26-032648
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


   70707 Frank Sinatra Drive, Unit 59
           Rancho Mirage, CA                                            92270
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


                    Issuer's telephone number: (702) 248-1027


                                       N/A
                 ______________________________________________
                 (Former name, former address and former fiscal
                      year, if changed since last report.)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes /X/ No / /


                                      -1-


<PAGE>


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes /X/ No / /

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

        At June 30, 2008, 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-


<PAGE>










                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  Financial Statements



                           TEEN EDUCATION GROUP, INC.
                        (A Development Stage Enterprise)


                                 June 30, 2008
                                DECEMBER 31, 2007














                                      -3-


<PAGE>



                           TEEN EDUCATION GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                                    CONTENTS




____________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                         5

   Statements of Operations                                               6

   Statements of Stockholders' Equity                                     7

   Statements of Cash Flows                                               8

   Notes to Financial Statements                                       9-13
____________________________________________________________________________













                                      -4-


<PAGE>

<TABLE>
<CAPTION>

                           TEEN EDUCATION GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                 BALANCE SHEETS

                                                         June 30,     December 31,
                                                             2008             2007
                                                        _________     ____________
<S>                                                     <C>             <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                               $  26,002       $ 26,002
                                                        _________       ________

            Total current assets                        $  26,002       $ 26,002
                                                        _________       ________

                   Total assets                         $  26,002       $ 26,002
                                                        =========       ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                   $       0       $      0
     Officers advances                                     10,155          5,118
                                                        _________       ________

            Total current liabilities                   $  10,155       $  5,118
                                                        _________       ________

STOCKHOLDERS' EQUITY
     Preferred stock: $.001 par value;
        authorized 5,000,000 shares; none issued
        and outstanding at June 30, 2008 and
        December 31, 2007.                                      0              0
     Common stock: $.001 par value;
        authorized 100,000,000 shares; issued
        and outstanding: 2,250,000 shares at
        June 30, 2008 and December 31, 2007                 2,250          2,250
     Additional paid-in capital                            27,750         27,750
     Accumulated deficit during development stage         (14,153)        (9,116)
                                                        _________       ________

            Total stockholders' equity                  $  15,847       $ 20,884
                                                        _________       ________
                   Total liabilities and
                   stockholders' equity                 $  26,002       $ 26,002
                                                        =========       ========
</TABLE>

                 See Accompanying Notes to Financial Statements.


                                      -5-

<PAGE>

<TABLE>
<CAPTION>

                           TEEN EDUCATION GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF OPERATIONS

                                                                         Apr. 19, 2006
                                    Quarter Ended        Year Ended      (inception) to
                                         June 30,      December 31,            June 30,
                                             2008              2007                2008
                                     ____________      ____________      ______________
<S>                                   <C>               <C>                <C>

Revenues                              $        0        $        0         $        0

Cost of revenue                                0                 0                  0
                                      __________        __________         __________

           Gross profit               $        0        $        0         $        0

General, selling and
   administrative expenses                 5,037             9,118             14,155
                                      __________        __________         __________
           Operating loss             $   (5,037)       $   (9,118)        $  (14,155)

Interest income                                0                 2                  2
                                      __________        __________         __________

   Net loss                           $   (5,037)       $   (9,116)        $  (14,153)
                                      ==========        ==========         ==========


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

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

</TABLE>


                 See Accompanying Notes to Financial Statements.

                                       -6-


<PAGE>

<TABLE>
<CAPTION>

                           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
                                  _________     _______     __________     ___________     ________
<S>                               <C>           <C>          <C>             <C>           <C>

April 17, 2007, issue
  common stock                    2,000,000     $ 2,000      $  3,000        $      0      $  5,000
December 27, 2007, issued
  SB-2 common stock                 250,000         250        24,750               0        25,000
Net loss, December 31, 2007                                                    (9,116)       (9,116)
                                  _________     _______      ________        ________      ________
Balance, December 31, 2007        2,250,000     $ 2,250      $ 27,750        $ (9,116)     $ 20,884
Net loss, June 30, 2008                                                        (5,037)       (5,037)
                                  _________     _______      ________        ________      ________
Balance, June 30, 2008            2,250,000     $ 2,250      $ 27,750        $(14,153)     $ 15,847
                                  =========     =======      ========        ========      ========


</TABLE>


                 See Accompanying Notes to Financial Statements.


                                       -7-


<PAGE>

<TABLE>
<CAPTION>

                           TEEN EDUCATION GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF CASH FLOWS

                                                                                       Apr. 19, 2006
                                                 Quarter Ended        Year Ended      (inception) to
                                                      June 30,      December 31,            June 30,
                                                          2008              2007                2008
                                                 _____________      ____________      ______________
<S>                                               <C>              <C>               <C>

Cash Flows From
Operating Activities
    Net loss                                        $(5,037)          $ (9,116)          $(14,153)
    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                    $(5,037)          $ (9,116)          $(14,153)
                                                    _______           ________           ________
Cash Flows From
Investing Activities                                $     0           $      0           $      0
                                                    _______           ________           ________
Cash Flows From
Financing Activities
    Issuance of common stock                        $     0           $ 30,000           $ 30,000
    Increase in officer advances                      5,037              5,118             10,155
                                                    _______           ________           ________
         Net cash provided by
            financing activities                    $ 5,037           $ 35,118           $ 40,155
                                                    _______           ________           ________
         Net increase (decrease)
            in cash                                 $     0           $ 26,002           $ 26,002

Cash, beginning of period                            26,002                  0                  0
                                                    _______           ________           ________

Cash, end of period                                 $26,002           $ 26,002           $ 26,002
                                                    =======           ========           ========

Supplemental Information and Non-monetary
Transactions:

Interest paid                                       $     0           $      0           $      0
                                                    =======           ========           ========

Taxes paid                                          $     0           $      0           $      0
                                                    =======           ========           ========

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                       -8-


<PAGE>
                           TEEN EDUCATION GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Teen Education Group, Inc. ("Company") was organized April 16, 2007 under the
laws of the State of Delaware. The Company currently has no operations and in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
Development Stage Enterprise.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

ESTIMATES

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

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. The Company had
$26,002 in an interest bearing savings account as of June 30, 2008. The account
is federally insured.

INCOME TAXES

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES," and clarified by FIN
48, "ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES--AN INTERPRETATION OF FASB
STATEMENT NO. 109." A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting. Temporary differences
are the differences between the reported amounts of assets and liabilities and
their tax basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effect of changes in tax laws and rates on the
date of enactment.

SHARE BASED EXPENSES

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R "SHARE BASED PAYMENT." This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, "ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES," and amends FASB Statement No. 95, "STATEMENT OF CASH
FLOWS." This statement requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also provides guidance on valuing and expensing these awards, as well as
disclosure requirements of these equity arrangements. The Company adopted SFAS
No. 123R upon creation of the company and expenses share based costs in the
period incurred.


                                      -9-

<PAGE>

                           TEEN EDUCATION GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS


SFAS NO. 141R
In November 2007, the FASB issued SFAS No. 141R, "Business Combinations -- a
replacement of FASB Statement No. 141", which continues to require that all
business combinations be accounted for by applying the acquisition method. Under
the acquisition method, the acquirer recognizes and measures the identifiable
assets acquired, the liabilities assumed, and any contingent consideration and
contractual contingencies, as a whole, at their fair value as of the acquisition
date. Under SFAS No. 141R, all transaction costs are expensed as incurred. SFAS
No. 141R rescinds EITF 93-7. Under EITF 93-7, the effect of any subsequent
adjustments to uncertain tax positions were generally applied to goodwill,
except for post-acquisition interest on uncertain tax positions, which was
recognized as an adjustment to income tax expense. Under SFAS No. 141R, all
subsequent adjustments to these uncertain tax positions that otherwise would
have impacted goodwill will be recognized in the income statement. The guidance
in SFAS No. 141R will be applied prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning after December 15, 2008.

SFAS NO. 157
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosure about fair value measurements. SFAS
No. 157 is effective for financial assets and liabilities in fiscal years
beginning after November 15, 2007 and for nonfinancial assets and liabilities in
fiscal years beginning after March 15, 2008. We do not expect the adoption of
SFAS No. 157 to have a material impact on our consolidated financial statements.

SFAS NO. 159
In February 2007, FASB issued SFAS No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities," which provides the option to report certain
financial assets and liabilities at fair value, with the intent to mitigate
volatility in financial reporting that can occur when related assets and
liabilities are recorded on different bases. SFAS No. 159 amends FASB Statement
No. 95, "Statement of Cash Flows" ("SFAS No. 95") and FASB Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No.
115"). SFAS No. 159 specifies that cash flows from trading securities, including
securities for which an entity has elected the fair value option, should be
classified in the statement of cash flows based on the nature of and purpose for
which the securities were acquired. Before this amendment, SFAS No. 95 and SFAS
No. 115 specified that cash flows from trading securities must be classified as
cash flows from operating activities. This statement is effective for us
beginning January 1, 2008. Upon adoption, we will reclassify proceeds from sales
of trading securities within our statement of cash flows as an investing
activity. We do not expect any of the other provisions of SFAS No. 159 to have a
material impact on our consolidated financial statements.


                                      -10-

<PAGE>


                           TEEN EDUCATION GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


SFAS NO. 160
In November 2007, the FASB issued SFAS No. 160, "Accounting and Reporting of
Noncontrolling Interest" ("SFAS No. 160"). SFAS No. 160 requires that a
noncontrolling interest (previously referred to as a minority interest) be
separately reported in the equity section of the consolidated entity's balance
sheet. SFAS No. 160 also established accounting and reporting standards for: (i)
ownership interests in subsidiaries held by parties other than the parent, (ii)
the amount of consolidated net income attributable to the parent and to the
noncontrolling interest, (iii) changes in a parent's ownership interest and (iv)
the valuation of retained noncontrolling equity investments when a subsidiary is
deconsolidated. SFAS No. 160 is effective for us beginning January 1, 2009. We
are currently assessing the potential impact that the adoption of SFAS No. 160
will have on our consolidated financial statements.

EITF ISSUE NO. 06-10
In March 2007, the EITF reached a consensus on EITF Issue No. 06-10, "Accounting
for Deferred Compensation and Postretirement Benefit Aspects of Collateral
Assignment Split-Dollar Life Insurance Arrangements" ("EITF 06-10"). EITF 06-10
provides that an employer should recognize a liability for the postretirement
benefit related to collateral assignment split-dollar life insurance
arrangements in accordance with either SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," or APB No. 12, "Omnibus Opinion."
We expect to record a liability of approximately $130 million related to the
adoption of EITF 06-10 as of January 1, 2008, by an adjustment to retained
earnings.


NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

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

On December 12, 2007 the Company initiated an SB-2 offering, selling 250,000
common shares at $0.10 per share, raising $25,000. On December 12, 2007 the
offering was completed. The 250,000 common shares were delivered on December 31,
2007.

PREFERRED STOCK

The authorized preferred stock of the Company consists of 5,000,000 shares with
a par value of $.001. No preferred shares are issued or outstanding.


                                      -11-

<PAGE>


                           TEEN EDUCATION GROUP, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 2.  STOCKHOLDERS' EQUITY (CONTINUED)

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER
SHARE." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 2,000,000 during 2008 and since inception.
As of June 30, 2008 and December 31, 2007 and since inception, the Company had
no dilutive potential common shares.

NOTE 3.  INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. Per Statement of Accounting Standard No. 109 -
Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it
is more likely than not that a tax asset cannot be realized through future
income the Company must allow for this future tax benefit. We provided a full
valuation allowance on the net deferred tax asset, consisting of net operating
loss carryforwards, because management has determined that it is more likely
than not that we will not earn income sufficient to realize the deferred tax
assets during the carryforward period.

The components of the Company's deferred tax asset as of December 31, 2007 are
as follows:

                                                                       2007
                                                              ______________
                  Net operating loss                          $       3,191
                  Valuation allowance                                (3,191)
                                                              ______________
                  Net deferred tax asset                      $           0
                                                              ==============


                                      -12-

<PAGE>



                           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:


                                                      2007      Since Inception
                                             __________________________________
        Tax at statutory rate (35%)          $       3,191     $         3,191
        Increase in valuation allowance             (3,191)             (3,191)
                                             __________________________________
        Net deferred tax asset               $           0     $             0
                                             ==================================

The net federal operating loss carry forward will expire between 2016 and 2027.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.


NOTE 4.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer or
resident agent of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors for the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interest. The Company has not formulated a policy for the
resolution of such conflicts.

The Company has incurred costs while seeking additional capital through a merger
with an existing company. An officer of the Company has advanced funds on behalf
of the Company to pay for these costs. These funds have been advanced interest
free. As of June 30, 2008 and December 31, 2007, the company owed officers
$10,155 and $5,118 respectively.


NOTE 5.  WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.







                                      -13-


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Generally.

     Teen Education Group,  Inc.  ("Teen") was incorporated on April 19, 2006 in
the State of Delaware.

Principal Services.

     We are in the process of  establishing  ourselves  as providing a financial
literacy and money  management  educational  program for  teenagers on a fee for
service  offered  basis.  We intend to provide such topics  which would  include
budgeting,  the importance of saving,  bank accounts and services,  establishing
and maintaining  credit,  planning for college,  buying a car, basic  investing,
with related ancillary topics.

     We will earn our revenues by charging a fee for individuals to complete our
training  course.  Our  marketing  is going to be the parents of  teenagers  who
understand  that many young people fail in the  management of the first consumer
credit experience,  establish bad financial  management habits, and fail to take
direction  from  their  parents,  who  realize  that it makes no sense for their
teenager to learn by trial and error.  Our  instruction  will include  practical
information preparing them in planning and understanding their financial future.

     Further, we anticipate that our instruction will also be useful in teaching
the managing of the teenagers money, establish the basics of budgeting,  savings
and  checking  accounts,  responsible  borrowing  and will  extend  to buying an
automobile,  renting an apartment and the  responsible use of day to day credit.
Further  topics  that  will be  addressed,  include  surrounding  yourself  with
professionals  in  connection  with  starting  and  managing  a small  business,
investing  for  the  future,  and  basic  knowledge  on  commencing  a plan  for
retirement,  although the  retirement  age is in the far distant  future for the
teenagers.

     Our  intensive  two-week  training  will  involve  20  hours  of  classroom
instruction for groups of not to exceed 8 students.  The  instruction  time will
address  the needs  and  requirements  of each of the  interested  parties.  The
specific curriculum will be developed as funds become available.

     Probably the most  important  aspect of our training  will be in developing
positive  financial  responsibility  and  commitment.  Effective  inter-personal
skills  will  reap  personal  satisfaction  as well as  financial  gratification
through increased tips.

     Classroom  instruction  will be held at rented  office  space or in a hotel
facility.  Classroom  space can be arranged on an "as needed" and "as available"
basis at normal costs.

Financial Condition.

     Since we have had a limited  operating  history and have not  achieved  any
revenues  or earnings  from  operations,  with  limited  significant  assets and
financial  resources,  we  will in all  likelihood  sustain  operating  expenses
without  corresponding  revenues,  at least  until we commence  our  educational
activities.

Liquidity.

     As of December 31, 2007, we had assets of $26,002 and total  liabilities of
$8,584 and we had a net worth of $20,844.  As of June 30, 2008,  we had $26,002
in assets and total liabilities of $10,155 and a net worth of $15,847.

     We have had no revenues from inception through December 31, 2007 and we had
no revenues for the period ended June 30,  2008.  We have a loss from  inception
through  December 31, 2007 of $9,116 and a loss from inception  through June 30,
2008 of $14,153.

     We have  officer's  advances of $5,118 from  inception to December 31, 2007
and $10,155 as at June 30, 2008.

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-


<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Not applicable to smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES.

     Internal  control over financial  reporting  refers to the process designed
by, or under the supervision of, our Chief Executive Officer and Chief Financial
Officer, and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting  principles,  and includes those policies and
procedures that:

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

     o    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that our receipts
          and expenditures are being made only in accordance with  authorization
          of our management and directors; and

     o    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisitions,  use or disposition of our assets that
          could have a material effect on the financial statements.

     Internal control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent limitations.
It is a process that involves  human  diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures.  It also can be
circumvented by collusion or improper management override.

     Because of such  limitations,  there is a risk that material  misstatements
may not be  prevented  or detected on a timely  basis by internal  control  over
financial reporting.  However,  these inherent limitations are known features of
the financial  reporting process.  Therefore,  it is possible to design into the
process  certain  safeguards  to  reduce,  thought  not  eliminate,  this  risk.
Management is responsible for  establishing  and maintaining  adequate  internal
control  over  our  financial  reporting.  To avoid  segregation  of duty due to
management  accounting size,  management had engaged an outside CPA to assist in
the financial reporting.

     Management has used the framework set forth in the report entitled Internal
Control  -  Integrated  Framework  published  by  the  Committee  of  Sponsoring
Organizations  of the  Treadway  Commission,  known as  COSO,  to  evaluate  the
effectiveness of our internal control over financial reporting.  Based upon this
assessment,  management has concluded  that our internal  control over financial
reporting was effective as of and for the year ended  December 31, 2007 with the
following exceptions:

     o    As a part of our  year  end  review  of our  disclosure  controls  and
          procedures,  we  determined  that  several of our  procedures  require
          additional  documentation;  no sufficient  testing where conducted and
          further  segregation  of duties  needs to be put in  place.  It is our
          belief that those  control  procedures  are being  performed,  however
          documentation of their execution is not available. We are implementing
          additional documentation procedures in order to address this weakness.

     Management has concluded that other than as described  above,  our internal
control  over  financial  reporting  was  effective as of and for the year ended
December 31, 2007 and the current quarter then ended.

     The Company is not an "accelerated  filer" for the 2007 fiscal year because
it is qualified as a "small  business  issuer".  Hence,  under  current law, the
internal controls  certification and attestation  requirements of Section 404 of
the Sarbanes-Oxley act will not apply to the Company.


                                      -15-


<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS .................................................None

ITEM 1A.  RISK FACTORS.

     Prior to investing in the shares,  a prospective  investor  should consider
carefully the following risks and highly speculative factors that may affect our
business.  Prospective investors should carefully consider, among other factors,
the following:

1.   As a start-up or development stage company,  our business and prospects are
     difficult to evaluate because we have no operating history and our business
     model is evolving, an investment in us is considered a high risk investment
     whereby you could lose your entire investment.

     We have just  commenced  operations  and,  therefore,  we are  considered a
"start-up" or "development stage" company. We have not yet owned and/or operated
and/or provided any educational  services. We will incur significant expenses in
order to implement our business plan. As an investor, you should be aware of the
difficulties,  delays and expenses normally  encountered by an enterprise in its
development stage, many of which are beyond our control, including unanticipated
developmental expenses, and advertising and marketing expenses. We cannot assure
you that our proposed  business plan will  materialize or prove  successful,  or
that  we  will  ever  be  able  to  operate  profitably.  If we  cannot  operate
profitably, you could lose your entire investment.

     We face the challenge of successfully implementing our business plan. There
is,  therefore,  nothing  at this time on which to base an  assumption  that our
business will prove  successful,  and there is no assurance that we will be able
to operate profitably if or when operations  commence.  You may lose your entire
investment do to our lack of experience.

     Our plan of  operation is our best  estimate and analysis of the  potential
market,  opportunities and difficulties that we face. There can be no assurances
that  the  underlying  assumptions  accurately  reflect  our  opportunities  and
potential  for success.  Competition  for the  delivery of  education  skills is
intense,  and with other economic forces, this makes forecasting of revenues and
costs difficult and  unpredictable.  If our estimates and analysis is incorrect,
you could lose your entire investment.

2.   We expect to incur losses in the future and, as a result,  the value of our
     shares and our ability to raise additional capital may adversely affect our
     ability to sustain growth and our operations may suffer.

     We have no operating  history  and,  therefore,  no revenues.  We expect to
incur losses during our first year of operation. There can be no assurances that
we will  achieve  profitability  in the  future,  or, if so, as to the timing or
amount of any such profits.

     We plan to use any revenues  received to support our plan of operations and
to commence our sales and marketing.  Many of the expenses associated with these
activities are relatively  fixed in the  short-term.  We may be unable to adjust
spending  quickly enough to offset  unexpected  revenue  shortfalls.  If so, our
operational results will suffer.

     We should have  sufficient  capital to meet our operating  expenses for the
next nine (9) months.  After that time, we will either need to raise  additional
funds or realize  additional  revenue from our business  activities  to meet our
cash  requirements.  There can be no  guarantee  that we will be  successful  in
securing additional financing should the need arise.

     Our inability to fund our  operations  will impede our growth and operating
results and may also result in a loss of your investment.


                                      -16-


<PAGE>


3.   Failure to secure additional  financing may result in termination of Teen's
     operations and eliminate any value in Teen's stock.

     We may  require  additional  financing  in  order to  establish  profitable
operations.  Such  financing,  if  required,  may  not be  forthcoming.  Even if
additional  financing  is  available,  it may not be  available on terms we find
favorable.  Failure to secure the needed  additional  financing will have a very
serious,  if not fatal,  effect on our ability to survive. As of June 30, 2008,
we had cash of $26,002,  liabilities  of  $10,155  and our  losses  to that date
totaled $14,153.

4.   Teen's business model is unproven.  Thus it is difficult for an investor to
     determine the likelihood of success or risk to his investment.

     Teen was formed on April 16, 2007.  Due to our lack of  operating  history,
the revenue and income  potential  of our  business  is  unproven.  If we cannot
successfully  implement our business  strategies of creating and marketing of an
educational   curriculum  to  teach  personal  financial  management  skills  to
teenagers,  we may  not be able  to  generate  sufficient  revenues  to  operate
profitably.  Consequently  our investors  may lose a  substantial  portion of or
their entire investment.

5.   Teen's  curriculum  material may not be sufficient to ensure Teen's success
     in its intended market  resulting in the  termination of Teen's  operations
     and a loss of shareholders' investment.

     Initially,  the only course  Teen will be offering is a financial  literacy
and money  management  program for teenagers on a fee for service  offered basis
for our course. As such, our survival is dependent upon the market acceptance of
this sole course  material.  Should this course material be too narrowly focused
or should the target market be not as responsive  as Teen  anticipates,  we will
not have any other course material that can be offered to ensure our survival in
the educational marketplace.

     While we  believe  that our  course  material  and  providing  a  financial
literacy and money management program for teenagers on a fee for service offered
basis,  this view may not be shared by their parents.  In such an event,  we may
not be  able to  attract  sufficient  students  to  make  it a  viable  business
operation,  and we may  subsequently  fail due to this lack of acceptance in our
course material.

6.   The loss of Robert  L.  Wilson  or our  inability  to  attract  and  retain
     qualified  personnel could  significantly  disrupt or harm our business and
     our operating results would suffer.

     We are wholly dependent,  at present, on the personal efforts and abilities
of Robert L.  Wilson,  our sole  officer and  director.  The loss of services of
Robert L. Wilson  will  disrupt if not stop our  operations.  In  addition,  our
success  will  depend on our  ability to attract  and retain  highly  motivated,
well-qualified  lecturers or employees. Our inability to recruit and retain such
individuals  may delay the planned  commencement  of operations and or result in
high  employee  turnover,  which  could  have a material  adverse  effect on our
business or results of operations once commenced.  Accordingly, without suitable
replacements and employees to operate Teen, our operations will suffer.

7.   Robert L. Wilson owns  approximately 89% of our shares and that permits him
     to exert influence over us or to prevent a change of control.

     Robert  L.  Wilson,  our  sole  director  and  officer,  beneficially  owns
approximately 89% of our outstanding shares of common stock. As a result of this
stock  ownership,  Robert L. Wilson will  continue to influence  the vote on all
matters  submitted  to a vote of our  shareholders,  including  the  election of
directors,  amendments to the certificate of incorporation and the by-laws,  and
the approval of significant corporate transactions. This consolidation of voting
power could also delay,  deter or prevent a change of our control  that might be
otherwise beneficial to shareholders.

8.   You will not receive  dividend  income from an investment in the shares and
     as a result,  the purchase of the shares should only be made by an investor
     who does not expect a dividend return on the investment.


                                      -17-


<PAGE>


     We have never declared or paid a cash dividend on our shares nor will we in
the foreseeable  future. We currently intend to retain future earnings,  if any,
to finance the operation and expansion of our business.  Accordingly,  investors
who  anticipate the need for immediate  income from their  investments by way of
cash dividends  should refrain from purchasing any of our  securities.  As we do
not intend to declare  dividends  in the  future,  you may never see a return on
your investment and you indeed may lose your entire investment.

9.   Our common stock has no public  market and the value may decline  after the
     offering and our common  stock may never be public  traded and you may have
     no ability to sell the shares.

     There is no established public trading market for our securities. There can
be no assurance  that a market for our common stock will be established or that,
if  established,  a market will be  sustained.  Therefore,  if you  purchase our
securities  you may be unable to sell them.  Accordingly,  you should be able to
bear the financial risk of losing your entire  investment.  We have a listing on
the OTC Bulletin Board and our symbol is TEDG.

     The OTC Bulletin Board is a market maker or  dealer-driven  system offering
quotation and trading  reporting  capabilities-a  regulated  quotation service -
that displays real-time quotes,  last-sale prices, and volume information in OTC
equity  securities.  The OTC Bulletin Board securities are not listed and traded
on the floor of an organized national or regional stock exchanges.  Instead, OTC
Bulletin Board  securities  transactions  are conducted  through a telephone and
computer network connecting market makers or dealers in stocks.


                                      -18-


<PAGE>


ITEM 2 - Unregistered Sales of Equity Securities and Use Proceeds...........None

ITEM 3 - Defaults Upon Senior Securities....................................None

ITEM 4 - Submission of Matter to a Vote of Security Holders.................None

ITEM 5 - Other Information

Board Meeting.

     Our board held two (2) meetings during the period covered  by this  current
report.

Audit Committee.

     Our board of directors has not established an audit committee. In addition,
we do not have any other  compensation  or executive or similar  committees.  We
will not, in all likelihood, establish an audit committee until such time as the
Company  generates a positive cash flow of which there can be no  assurance.  We
recognize that an audit committee,  when established,  will play a critical role
in our financial reporting system by overseeing and monitoring  management's and
the independent  auditors'  participation in the financial reporting process. At
such time as we establish an audit  committee,  its additional  disclosures with
our auditors and management may promote investor  confidence in the integrity of
the financial reporting process.

     Until such time as an audit committee has been established,  the full board
of  directors  will  undertake  those tasks  normally  associated  with an audit
committee  to  include,  but  not by way  of  limitation,  the  (i)  review  and
discussion  of the  audited  financial  statements  with  management,  and  (ii)
discussions  with the independent  auditors the matters required to be discussed
by the Statement On Auditing  Standards No. 61 and No. 90, as may be modified or
supplemented.

Code of Ethics.

     We have  adopted a code of ethics that applies to our  principal  executive
officer,  principal financial officer,  principal accounting officer and persons
performing similar functions.  The code of ethics will be posted on the investor
relations section of the Company's  website.  At such time as we have posted the
code of ethics on our website, we intend to satisfy the disclosure  requirements
in our Form 8-K  regarding an  amendment  to, or waiver from, a provision of the
code of ethics by posting such information on the website.

ITEM 6 - Exhibits

     There  were no  reports  on Form 8-K filed in the  quarter  for which  this
report is filed. The following exhibits are filed with this report:

     31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer.

     31.2 Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer.

     32.1 Section 1350 Certification - Chief Executive Officer.

     32.1 Section 1350 Certification - Chief Financial Officer.


                                      -19-


<PAGE>


                                   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: July 31, 2008

                                TEEN EDUCATION GROUP, INC.



                                By: /s/ ROBERT L. WILSON
                                    ____________________________________________
                                        Robert L. Wilson
                                        President (Principal Executive Officer),
                                        and Director



                                By: /s/ ROBERT L. WILSON
                                    ____________________________________________
                                        Robert L. Wilson
                                        Principal Financial Officer









                                      -20-