UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


Amendment
#1





(Mark
One)





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





FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 2009.





OR





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





FOR THE
TRANSITION FROM _______ TO ________.








COMMISSION
FILE NUMBER: 333-147045








TEEN EDUCATION GROUP, INC.


_________________________________________________________________


(Exact
Name of Small Business Issuer as Specified in its Charter)











DELAWARE
            26-032648_______________________________
            ___________________(State
      or other jurisdiction of
              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: (702) 248-1027








N/A


______________________________________________


(Former
name, former address and former fiscal


year, if
changed since last report.)








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








-1-

















Indicate
by check mark whether the registrant is a
large  accelerated  filer, an accelerated
filer, a non-accelerated  filer or a smaller reporting
company.  See definitions  of
"large  accelerated  filer,"  "accelerated  filer"
and  "smaller


reporting
company" in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated
              Filer
            Accelerated
      filer
            Non-accelerated
      filer
              (Do
      not check if a smaller
              reporting
      company)
            Smaller
              reporting
              company[  
       ]
            [ 
        ]
            [
         ]
            [ X
      ]





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





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





At March 31, 2009, and as of the date
hereof, there were outstanding 2,250,000
shares of the Registrant's Common Stock, $.001 par value.





Transitional
Small Business Disclosure Format:  Yes /   / No / X
/








-2-












PART
I





FINANCIAL
INFORMATION








ITEM
1.                      Financial
Statements











TEEN
EDUCATION GROUP, INC.


(A
Development Stage Enterprise)

















MARCH 31,
2009


DECEMBER
31, 2008












































-3-




















TEEN
EDUCATION GROUP, INC.


(A
DEVELOPMENT STAGE ENTERPRISE)





CONTENTS

















FINANCIAL
      STATEMENTS - UNAUDITEDBalance
      Sheets
            5Statements
      of Operations
            6Statements
      of Stockholders' Equity
            7Statements
      of Cash Flows
            8Notes
      to Financial Statements
            9-12





































-4-









TEEN
EDUCATION GROUP, INC.


(A
Development Stage Enterprise)


BALANCE
SHEETS










March
      31,2009
                  (Unaudited)
                
                December
      31,
                  2008










ASSETS


CURRENT
      ASSETSCash
            
            $
            833
            
            
            $
            833Total
      current assets
            
            $
            833
            
            
            $
            833Total
      assets
            
            $
            0
            
            
            $
            0





LIABILITIES
AND STOCKHOLDERS' DEFICIT


CURRENT
      LIABILITIESAccounts payable
            
            $
            199
            
            
            $
            0Officers advances
            
            
            14,521
            
            
            
            11,681Total
      current liabilities
            
            $
            14,720
            
            
            $
            11,681STOCKHOLDERS’
      DEFICITPreferred stock: $.001 par
      value;authorized 5,000,000 shares; none
      issued oroutstanding at December 31, 2008
      andDecember 31, 2007
            
            
            0
            
            
            
            0Common
      stock: $.001 par value;authorized 100,000,000 shares;
      issuedand
      outstanding:  2,250,000 shares atMarch
      31, 2009 and December 31, 2008
            
            
            2,250
            
            
            
            2,250Additional paid-in
      capital
            
            
            27,750
            
            
            
            27,750Accumulated deficit during
      development stage
            
            
            (43,887
            )
            
            
            (40,848
            )Total
      stockholders’ deficit
            
            $
            (13,887
            )
            
            $
            (10,848
            )Total
      liabilities andstockholders’
    deficit
            
            $
            833
            
            
            $
            833











See
Accompanying Notes to Financial Statements















TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF OPERATIONS
 (UNAUDITED)
  
 ThreeMonthsEndedMarch
      31,
                2009
              
              
              March
      31
                2008
              
              
              Apr.
      19, 2007
                (inception)
      to
                March
      31,
                2009Revenues
              
              $
              0
              
              
              $
              0
              
              
              $
              0Cost
      of revenue
              
              
              0
              
              
              
              0
              
              
              
              0Gross
      profit
              
              $
              0
              
              
              $
              0
              
              
              $
              0General,
      selling andadministrative
      expenses
              
              
              3,039
              
              
              
              3,100
              
              
              
              43,889Operating
      loss
              
              $
              (3,039
              )
              
              $
              (3,100
              )
              
              $
              (43,889
              )Nonoperating
      income (expense)
              
              
              0
              
              
              
              0
              
              
              
              2Net
      loss
              
              $
              (3,039
              )
              
              $
              (3,100
              )
              
              $
              (43,887
              )Net
      loss per share, basicand
      diluted
              
              $
              (0.00
              )
              
              $
              (0.00
              )Average
      number of sharesof
      common stock outstanding
              
              
              2,250,000
              
              
              
              2,250,000
 
 See
Accompanying Notes to Financial Statements








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, March 31, 2009
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (3,039
              )
              
              
              (3,039
              )Balance,
      March 31, 2009
              
              
              2,250,000
              
              
              $
              2,250
              
              
              $
              27,750
              
              
              $
              (43,887
              )
              
              $
              (13,887
              )
 
 
 See
Accompanying Notes to Financial Statements
      
   TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 STATEMENTS
OF CASH FLOWS
 (UNAUDITED)
 
 Three
      Months Ended
              
              
              Apr.
      19, 2007
                (inception)
      toMarch
      31,
                2009
              
              
              March
      31
                2008
              
              
              March
      31,
                2009Cash
      Flows FromOperating
      ActivitiesNet
      loss
              
              $
              (3,039
              )
              
              $
              (3,100
              )
              
              $
              (43,887
              )Adjustments to reconcile net
      loss
                to cash
      used in operating activities:Changes
      in assets and liabilities
                Increase (decrease) in accounts
      payable199
              
              
              
              2,100
              
              
              
              199Net
      cash used in
                operating
activities$
              (2,840
              )
              
              $
              (1,000
              )
              
              $
              (43,688
              )Cash
      Flows FromInvesting
      Activities
              
              $
              0
              
              
              $
              0
              
              
              $
              0Cash
      Flows FromFinancing
      ActivitiesIssuance of common
      stock
              
              $
              0
              
              
              $
              0
              
              
              $
              30,000Increase in officer
      advances
              
              
              2,840
              
              
              
              1,000
              
              
              
              14,521Net
      cash provided by
                financing
activities$
              0
              
              
              $
              0
              
              
              $
              44,521Net
      increase (decrease)
                in
      cash$
              0
              
              
              $
              0
              
              
              $
              833Cash,
      beginning of period
              
              
              833
              
              
              
              833
              
              
              $
              0Cash,
      end of period
              
              $
              833
              
              
              $
              833
              
              
              $
              833Supplemental
      Information and Non-monetary Transactions:Interest
      paid
              
              $
              0
              
              
              $
              0
              
              
              $
              0Taxes
      paid
              
              $
              0
              
              
              $
              0
              
              
              $
              0






See
Accompanying Notes to Financial Statements
     
 
 TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
  
   Note
1.  Nature
of Business and Significant Accounting Policies
  
 Nature of
business:
 
 Teen
Education Group, Inc. (“Company”) was organized April 16, 2007 under the laws of
the State of Delaware.  The Company currently has no operations and,
in accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
“Accounting and Reporting by Development Stage Enterprises,” is considered a
Development Stage Enterprise.
 
 
 A summary of the Company’s
significant accounting policies is as follows:
 
 Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Cash
 
 For the
Statements of Cash Flows, all highly liquid investments with maturity of three
months or less are considered to be cash equivalents.  There were no
cash equivalents as of March 31, 2009 and December 31, 2008.
 
 Income
taxes
 
 Income
taxes are provided based upon the liability method of accounting pursuant to
Statement of Financial Accounting Standards No. 109 “Accounting for Income
Taxes.”  Under this approach, deferred income taxes are
recorded to reflect the tax consequences in future years of differences between
the tax basis of assets and liabilities and their financial reporting amounts at
each year-end.  A valuation allowance is recorded against deferred tax
assets if management does not believe the Company has met the “more likely than
not” standard imposed by SFAS No. 109 to allow recognition of such an asset. See
Note 5.
     
 TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
 
  Note
      1.
                Nature
      of Business and Significant Accounting Policies
  (continued)
  
  Effective
November 1, 2007, the Company adopted the Financial Accounting Standards
Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income
Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FASB Statement
No. 109, Accounting for
Income Taxes. FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. Additionally, FIN 48
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. The adoption of FIN
48 did not have a material impact on the Company’s financial position, results
of operation or liquidity.  The current Company policy classifies any
interest recognized on an underpayment of income taxes as interest expense and
classifies any statutory penalties recognized on a tax position taken as
selling, general and administrative expense.
 
 Share Based
Expenses
 
 In
December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No.
123R "Share Based
Payment." This statement is a revision to SFAS 123 and supersedes
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees," and amends FASB Statement No. 95, "Statement of Cash
 Flows."
This statement requires a public entity to expense the cost of employee services
received in exchange for an award of equity instruments. This statement also
provides guidance on valuing and expensing these awards, as well as disclosure
requirements of these equity arrangements. The Company adopted SFAS No. 123R
upon creation of the company and expenses share based costs in the period
incurred.
 
 Going
concern
 
 The
Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have cash, or material
assets, nor does it have operations or a source of revenue sufficient to cover
its operation costs and allow it to continue as a going concern. The Company
will be dependent upon the raising of additional capital through placement of
our common stock in order to implement its business plan, or merge with an
operating company. There can be no assurance that the Company will be successful
in either situation in order to continue as a going concern. The officers and
directors have committed to advancing certain operating costs of the
Company.
 
  Note
2.  Stockholders’
Equity
  
 Common
Stock
 
 The
authorized common stock of the Company consists of 100,000,000 shares with par
value of $0.001.  On April 17, 2007 the Company authorized and issued
2,000,000 shares of its $.001 par value common stock in consideration of $5,000
in cash.
 
 -10-
 
 TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
 
 
  Note
      2.
                Stockholders’
      Equity (continued)
  
 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, 2009 and December 31, 2008.
 
 
 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 2009, 2008, and since
inception.  As of March 31, 2009 and December 31, 2008 and since
inception, the Company had no dilutive potential common shares.
 
  Note
      3.
                Income
      Taxes
  
 We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. Per Statement of Accounting Standard No. 109 – Accounting for
Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement No.109, when it is more likely than
not that a tax asset cannot be realized through future income the Company must
allow for this future tax benefit.  We provided a full valuation allowance
on the net deferred tax asset, consisting of net operating loss carry-forwards,
because management has determined that it is more likely than not that we will
not earn income sufficient to realize the deferred tax assets during the
carry-forward period.
 
 The net
federal operating loss carry forward will expire between 2027 and
2028.  This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
       
 
 TEEN
EDUCATION GROUP, INC.
 (A
Development Stage Enterprise)
 NOTES
TO FINANCIAL STATEMENTS
 (UNAUDITED)
 
 
 Note
      4.
                Related
      Party Transactions
 
 The
Company neither owns nor leases any real
or personal property.  An officer or resident agency of the
corporation provides office services without charge.  Such costs are
immaterial to the financial statements and accordingly, have not been reflected
therein.  The officers and directors for the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities.  If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company and
their other business interest.  The Company has not formulated a
policy for the resolution of such conflicts. As of March 31, 2009 and December
31, 2008, the company owed officers $14,521 and $11,681
respectively.
 
 Note
      5.
                Warrants
      and Options
 
 There are
no warrants or options outstanding to acquire any additional shares of common
stock of the Company.
      
   
 ITEM
2.                      
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 
 Generally.
 
 Teen
Education Group, Inc. was incorporated on April 19, 2006 in the State of
Delaware.
 
 Principal
Services.
 
 We
had  been in the process of establishing ourselves as providing a
financial literacy and money
management  educational  program for teenagers on a fee for
service offered basis.
 
 The
current  financial  crisis has had an
adverse  effect on our ability to attract  students.  We
are currently  inactive and we will remain inactive until such time
as the economy starts to improve.  We may also seek out other business opportunities.
 
 Financial
Condition.
 
 Since we
have had a limited  operating  history and have
not  achieved  any revenues  or
earnings  from  operations,  with  limited  significant  assets
and financial  resources,  we  will
in
all  likelihood  sustain  operating  expenses without  corresponding  revenues,  at
least  until we commence  our  educational activities.
 
 Liquidity.
 
 As of
December 31,  2008,  we had assets of $833 and
total  liabilities  of $11,681
and we had a negative net worth of $10,848. As of March 31, 2009, we had $833 in
assets  and total  liabilities  of
$15,175  and a negative  net worth of $14,342.
 
 We have
had no revenues from inception through December 31, 2008 and we had no
revenues for the period ended March 31, 2009.  We have a loss
from  inception through
December 31, 2008 of $40,848 and a loss from inception through March 31, 2009 of
$44,342.
 
 We
have  officer's  advances of $11,681 from inception to
December 31, 2008 and
$15,175 as at March 31, 2009.
 
 Shell
Issues.
 
 On June
29, 2005,  the  Securities
and  Exchange  Commission  adopted final rules  amending
the Form S-8 and the Form 8-K for shell  companies  like us.
The amendments
expand the definition of a shell company to be broader than a company with no
or  nominal  operations/assets  or  assets  consisting  of
cash and cash equivalents,  the  amendments  prohibit  the
use of a From S-8 (a form used by a corporation
to register  securities  issued to an
employee,  director,  officer, consultant
or advisor, under certain circumstances),  and revise the Form 8-K to require a
shell  company  to  include  current  Form
10  information,  including audited
financial  statements,  in the filing on Form 8-K that the
shell company files to
report  the  acquisition  of
the  business  opportunity.  The rules are designed
to assure that investors in shell companies that acquire  operations
or assets  have  access  on
a timely  basis to the same kind
of  information  as is available
to investors in public companies with continuing operations.
 
 On
February 15, 2008, the Securities and  Exchange Commission adopted
final rules  amending  Rule
144  (and  Rule  145)
for  shell  companies  like us.  The amendments  currently
in full force and effect provide that the current  revised holding
periods applicable to affiliates and non-affiliates is not now available for
securities  currently  issued by either a reporting
or  non-reporting  shell company,  unless
certain  conditions are met. An investor will be able to resell securities  issued
by a shell  company  subject  to Rule
144  conditions  if the reporting
or non-reporting  issuer (i) had ceased to be a shell, (ii) is subject to the
1934 Act  reporting  obligations,  (iii) has filed
all required  1934 Act reports  during  the  proceeding  twelve  months,  and
(iv) at least 90 days has elapsed
from the time the issuer has filed the "Form 10
Information"  reflecting the fact
that it had ceased to be a shell  company  before
any  securities  were sold Rule
144.
 
     
 
 ITEM
3.                      QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Not
applicable to smaller reporting companies.
 
 ITEM
4.                     
CONTROLS AND PROCEDURES.
 
 Internal  control
over financial  reporting  refers to the process designed by, or
under the supervision of, our Chief Executive Officer and Chief Financial Officer,
and effected by our Board of Directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial  statements for external purposes in
accordance with
generally accepted accounting  principles,  and includes
those policies and procedures
that:
 
 ·
                  Pertain  to
      the  maintenance  of  records  that
      in  reasonable  detail accurately and fairly reflect
      the transactions and dispositions of our
assets;
 
 ·
                  Provide  reasonable   assurance  that  transactions  are  recorded  as
      necessary to permit preparation of financial  statements in
      accordance with generally accepted
      accounting  principles,  and that our receipts and
      expenditures are being made only in accordance
      with  authorization of our management and directors;
      and
 
 ·
                  Provide
      reasonable  assurance regarding prevention or timely detection
      of  unauthorized  acquisitions,  use or
      disposition of our assets that could have a material effect on the
      financial statements.
 
 Internal
control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent
limitations. It is a
process that involves  human  diligence and compliance and
is subject to lapses in
judgment and breakdowns resulting from human failures.  It also can be circumvented
by collusion or improper management override.
 
 Because
of such  limitations,  there is a risk that
material  misstatements may not
be  prevented  or detected on a timely  basis by
internal  control  over financial
reporting.  However,  these inherent limitations are known
features of the
financial  reporting process.  Therefore,  it is
possible to design into the process  certain  safeguards  to  reduce,  thought  not  eliminate,  this  risk. Management
is responsible for  establishing  and
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.  Based upon this assessment,  management
had concluded  that our internal  control over financial reporting
was  effective as of and for the year ended  December 31,
2008 and the current
quarter then ended.
 
 The
Company is not an "accelerated  filer" for the current fiscal year
because it is
qualified as a
"small  business  issuer."  Hence,  under  current
law, the internal
controls  certification and attestation  requirements of
Section 404 of the
Sarbanes-Oxley act will not apply to the Company.
 
 Our disclosure
controls and procedures (as defined in Exchange Act Rule 13a-15(e)) are designed
to provide reasonable assurance that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of 1934, such as
this quarterly report on Form 10-Q, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms.  Our disclosure controls and procedures
are also designed to ensure that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.
 
 Our Chief Executive
Officer and Chief Financial Officer have conducted an evaluation of the
effectiveness of our disclosure controls and procedures.  We perform
this evaluation on a quarterly basis so that the conclusions concerning the
effectiveness of our disclosure controls and procedures can be reported in our
quarterly reports on Form 10-Q and annual report on Form 10-K.  Based
on this evaluation, our Chief Executive Officer and Chief Financial Officer are
required to conclude on the effectiveness of the disclosure controls and
procedures as at the end of the quarter covered by this report.
     
 
 The Company's
disclosure controls and procedures and internal controls over financial
reporting were not effective at each of March 31, 2009, June 30, 2009 and
September 30, 2009, due to the Company's inadvertent failure to include in its
conclusion in the quarterly reports on Form 10-Q for quarters thereafter ended
management's assessment of disclosures controls and procedures and management’s
inadvertent failure to include additional comparative information in the
financial statements.
 
 As a result of our
ineffective controls and procedures, we took and are taking measures to enhance
the ability of our systems of disclosure controls and procedures to timely
identify and respond to changes in the applicable securities filing regulations
that are applicable to us.
 
 Changes
in Internal Controls
 
 There were no changes
in our internal controls over financial reporting that occurred during the
period covered by this report that have materially affected, or is reasonably
likely to materially affect our internal controls over financial
reporting.
 
 In March 2010,
we initiated changes in our disclosure controls and procedures and internal
controls over financial reporting that addressed our material
weaknesses.  We instituted new reporting and approval procedures that
have remediated the disclosed material weaknesses.
 
 
     
 
 
 PART
II
 
 OTHER
INFORMATION
 
 ITEM
1.                      LEGAL
PROCEEDINGS None
 
 ITEM
1A.                  RISK FACTORS.
 
 In
addition to the Risk Factors contained in the Form 10-K previously filed with the
Commission,  the following  additional risk factors should
be carefully considered:
 
 1.           
 We  have  had
no  operating  history  nor
any  revenues  or  earnings  from
operations and we are insolvent.
 
 We have
no assets  or  financial  resources.  We
will,  in all  likelihood, sustain operating expenses
without  corresponding  revenues,  at least until
the consummation  of
a business  combination.  This may result in us incurring a
net operating  loss  that  will  increase  continuously  until
we can  consummate  a business  combination  with  a  profitable  business  opportunity.  There  is
no assurance
that we can identify such a business opportunity and consummate such a business
combination.
 
 Our  auditor's  going  concern  opinion
and the  notation in the  financial statements  indicate  that
we do not have  significant  cash
or  other  material assets
and that we are  relying
on  advances  from  stockholders,  officers  and directors
to meet our limited  operating  expenses.  We are
insolvent in that we are
unable to pay our debts in the  ordinary  course
of  business as they become due.
 
 2.            
Our proposed plan of operation is speculative.
 
 The
success of our proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business opportunity.  While  management  intends
to seek  business  combination(s)  with entities
having established operating histories,  there can be no assurance
that we will
be successful in locating candidates meeting such criteria. In the event we  complete
a business  combination,  of which there can be
no  assurance,  the success
of our operations may be dependent upon management of the successor firm or
venture partner firm and numerous other factors beyond our control.
 
 3.            
We face intense competition for business opportunities and
combinations.
 
 We are
and will continue to be an insignificant participant in the business of
seeking mergers with,  joint ventures with and  acquisitions
of small private and
public entities.  A large number of established and
well-financed  entities, including  venture  capital  and
hedge fund  firms,  are  active in
mergers  and acquisitions
of companies that may be our
desirable  target  candidates.  Nearly all such
entities
have  significantly  greater  financial  resources,  technical expertise
and managerial capabilities than we have and, consequently, we will be at a
competitive disadvantage in identifying possible business opportunities
and
 successfully  completing
a business combination.  Moreover, we will also compete in
seeking  merger
or  acquisition  candidates  with numerous other
small public companies.
 
 4.            
We have no agreements for a business  combination or
other  transaction and have established no standards for a business
combination.
 
 We have
no arrangement, agreement or understanding with respect to engaging in a
merger  with,  joint  venture with
or  acquisition  of, a private or public entity.  There
can be no assurance that we will be successful in identifying and evaluating   suitable  business   opportunities  or  in  concluding  a  business combination.  Management
has not identified any particular  industry or specific business  within
an industry for our  evaluation.  There is no assurance that
we will be
able to negotiate a business  combination  on
terms  favorable to us. We have not
established a specific length of operating history or a specified level of
earnings,  assets, net worth or other criteria which it will require a
target business
opportunity to have achieved, and without which we would not consider a business
combination in any form with such business opportunity. Accordingly, we may enter
into a business  combination  with
a  business  opportunity  having no significant  operating  history,  losses,  limited
or no potential for earnings, limited
assets, negative net worth or other negative characteristics.
 
      
 
 5.            
The  reporting  requirements  under  federal  securities  law
may  delay or prevent us from making certain
acquisitions.
 
 Sections
13 and 15(d) of the  Securities  Exchange Act of 1934, as
amended, (the  "1934  Act"),   require  companies  subject  thereto  to  provide  certain
 information  about  significant  acquisitions,   including  certified  financial statements  for
the  company  acquired,  covering  one,  two,  or  three  years, depending
on the relative size of the acquisition. The time and additional
costs
 that may
be incurred by some target  entities  to
prepare  such  statements  may significantly  delay  or  essentially  preclude  consummation  of  an  otherwise desirable
aquisition by the Company.  Acquisition prospects that do not have or are
unable to obtain the required audited  statements may not be
appropriate for acquisition  so  long  as  the  reporting  requirements  of  the  1934  Act  are applicable.
 
 In
addition to the audited financial statements,  in the filing of the
Form 8-K  that
we file to  report  an
event  that  causes  us to cease  being
a shell company,  we
will be  required  to
include  that  information  that
is  normally
 reported  by
a company in a Form 10. The time and  additional  costs that
may be incurred
by some target  entities to prepare and disclose
such  information  may
 significantly  delay  or  essentially  preclude  consummation  of  an  otherwise desirable
acquisition by the Company.
 
 6.            
At the time we do
any  business  combination,  each  shareholder  will
most likely hold a substantially lesser percentage ownership in the
Company.
 
 Our
current plan of operation is based upon a
business  combination  with a private  concern
that, in all  likelihood,  would result in the
Company  issuing securities  to  shareholders  of
any such private  company.  The issuance of our previously  authorized  and  unissued  Common
Stock would result in reduction in percentage
of shares owned by our present and
prospective  shareholders  and may result in
a change in our control or in our management.
 
 7.             Our
officers and directors are the principal  shareholders and will be
able to
approve  all  corporate  actions  without  shareholder  consent
and will control
our Company.
 
 Our
principal  shareholder,  Robert L.
Wilson,  currently own approximately 89% of
our Common Stock.  He will
have  significant  influence  over all matters requiring  approval
by our  shareholders,  but not requiring the approval of the minority
shareholders.  In addition, he will be able to elect all of the
members of our
board of directors,  allowing them to exercise significant control of
our affairs
and  management.  In addition,  he may transact
most  corporate  matters requiring  shareholder  approval
by written consent,  without a duly-noticed and duly-held
meeting of shareholders.
 
 8.            
Our Common Stock may be subject to significant restriction on resale due to
federal penny stock restrictions.
 
 The  Securities  and
Exchange  Commission  has adopted  rules that
regulate broker or
dealer  practices
in  connection  with  transactions  in
penny stocks. Penny
stocks  generally  are
equity  securities  with a price of less than $5.00 (other
than securities  registered on certain
national  securities  exchanges or quoted on
the Nasdaq system,  provided that current price and volume information with  respect
to  transactions  in
such  securities  is provided by the exchange system).  The  penny  stock  rules  require  a  broker  or  dealer,  prior  to
a transaction
in a penny stock not otherwise  exempt from the rules,  to
deliver a standardized  risk
disclosure  document  prepared by the Securities and
Exchange Commission
that provides information about penny stocks and the nature and level of risks
in the penny stock  market.  The broker or dealer also must
provide the customer
with bid and offer  quotations for the penny stock, the compensation
of the  broker
or dealer,  and its  salesperson  in
the  transaction,  and  monthly account  statements  showing  the
market  value of each penny  stock held in the
 customer's  account.  The  penny  stock  rules  also  require  that  prior  to
a transaction
in a penny stock not otherwise exempt from such rules, the broker or dealer  must  make
a  special  written  determination  that
a penny  stock  is a
 suitable  investment  for
the  purchaser  and  receive
the  purchaser's  written agreement
to the transaction.
 
 These
disclosure  requirements may have the effect of reducing the level of trading  activity
in any secondary  market for our stock that becomes subject to the penny
stock
rules,  and  accordingly,  shareholders  of
our Common Stock may find it
difficult to sell their securities, if at all.
 
 
 
 
 ITEM
2.                    Unregistered
Sales of Equity Securities and Use
Proceeds.................None
 
 ITEM
3.                      Defaults
Upon Senior
Securities...............................................................None
 
 ITEM
4.                      Submission
of Matter to a Vote of Security
Holders.............................None
 
 ITEM
5.                      Other
Information........................................................................................None
 
 ITEM
6.                      Exhibits
 
 There  were
no  reports  on Form 8-K filed in
the  quarter  for which  this report is
filed. The following exhibits are filed with this report:
 
 31.1 Rule
13a-14(a)/15d-14(a) - Certification of Chief Executive Officer.
 
 31.2 Rule
13a-14(a)/15d-14(a) - Certification of Chief Financial Officer.
 
 32.1
Section 1350 Certification - Chief Executive Officer.
 
 32.1
Section 1350 Certification - Chief Financial Officer.
 
    
 
 SIGNATURES
 
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 
 
 Dated:
March 30, 2010
 TEEN EDUCATION GROUP, INC.
 
 
 
 By: /s/
ROBERT L. WILSON
 ____________________________________________
 Robert L.
Wilson
 President
(Principal Executive Officer),
 and
Director
 
 
 
 By: /s/
ROBERT L. WILSON
 ____________________________________________
 Robert L.
Wilson
 Principal
Financial Officer