UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009.

                                       OR

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

                  FOR THE TRANSITION FROM _______ TO ________.


                       COMMISSION FILE NUMBER: 333-147045


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


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


   6767 W. Tropicana Ave., Suite 207
             Las Vegas, NV                                              89103
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


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


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


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


                                      -1-


<PAGE>


Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

________________________________________________________________________________

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

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

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

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

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
























                                      -2-


<PAGE>










                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  Financial Statements



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





                                 MARCH 31, 2009
                                DECEMBER 31, 2008














                                      -3-


<PAGE>



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

                                    CONTENTS




________________________________________________________________________________

FINANCIAL STATEMENTS - UNAUDITED

   Balance Sheets                                                              5

   Statements of Operations                                                    6

   Statements of Stockholders' Equity                                          7

   Statements of Cash Flows                                                    8

   Notes to Financial Statements                                            9-13
________________________________________________________________________________













                                      -4-


<PAGE>

<TABLE>
<CAPTION>

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

                                                        March 31,     December 31,
                                                             2009             2008
                                                    _____________     ____________
<S>                                                     <C>             <C>
                                     ASSETS
CURRENT ASSETS
     Cash                                               $     833       $    833
                                                        _________       ________

            Total current assets                        $     833       $    833
                                                        _________       ________

                   Total assets                         $     833       $    833
                                                        =========       ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                   $       0       $      0
     Officers advances                                     15,175         11,681
                                                        _________       ________

            Total current liabilities                   $  15,175       $ 11,681
                                                        _________       ________

STOCKHOLDERS' EQUITY
     Preferred stock: $.001 par value;
        authorized 5,000,000 shares; none issued
        and outstanding at March 31, 2009 and
        December 31, 2008.                                      0              0
     Common stock: $.001 par value;
        authorized 100,000,000 shares; issued
        and outstanding: 2,250,000 shares at
        March 31, 2009 and December 31, 2008                2,250          2,250
     Additional paid-in capital                            27,750         27,750
     Accumulated deficit during development stage         (44,342)       (40,848)
                                                        _________       ________

            Total stockholders' equity                  $ (14,342)      $(10,848)
                                                        _________       ________
                   Total liabilities and
                   stockholders' equity                 $     833       $    833
                                                        =========       ========
</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
                                        March 31,      December 31,           March 31,
                                             2009              2008                2009
                                _________________      ____________      ______________
<S>                                   <C>               <C>                <C>

Revenues                              $        0        $        0         $        0

Cost of revenue                                0                 0                  0
                                      __________        __________         __________

           Gross profit               $        0        $        0         $        0

General, selling and
   administrative expenses                 3,494            40,848             44,344
                                      __________        __________         __________
           Operating loss             $   (3,494)       $  (40,848)        $  (44,344)

Interest income                                0                 0                  2
                                      __________        __________         __________

   Net loss                           $   (3,494)       $  (40,848)        $  (44,342)
                                      ==========        ==========         ==========


   Net loss per share, basic
   and diluted                        $    (0.00)       $    (0.02)        $    (0.02)
                                      ==========        ==========         ==========

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

</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        24,250               0        25,000
Net loss, December 31, 2007                                                    (9,116)       (9,116)
                                  _________     _______      ________        ________      ________
Balance, December 31, 2007        2,250,000     $ 2,250      $ 27,750        $ (9,116)     $ 20,884
Net loss, December 31, 2008                                                    (5,394)       (5,394)
                                  _________     _______      ________        ________      ________
Balance, December 31, 2008        2,250,000     $ 2,250      $ 27,750        $(14,510)     $ 15,490
Net loss, March 31, 2009                                                       (3,494)       (3,494)
                                  _________     _______      ________        ________      ________
Balance, March 31, 2009           2,250,000     $ 2,250      $ 27,750        $(44,342)     $(14,342)
                                  =========     =======      ========        ========      ========


</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
                                                     March 31,      December 31,           March 31,
                                                          2009              2008                2009
                                             _________________      ____________      ______________
<S>                                               <C>              <C>               <C>

Cash Flows From
Operating Activities
    Net loss                                        $(3,494)          $(31,732)          $(44,342)
    Adjustments to reconcile net loss
    to cash used in operating activities:
    Changes in assets and liabilities
    Increase (decrease) in accounts payable               0                  0                  0
                                                    _______           ________           ________
         Net cash used in
            operating activities                    $(3,494)          $(31,732)          $(44,342)
                                                    _______           ________           ________
Cash Flows From
Investing Activities                                $     0           $      0           $      0
                                                    _______           ________           ________
Cash Flows From
Financing Activities
    Issuance of common stock                        $     0           $      0           $ 30,000
    Increase in officer advances                      3,494              6,563             15,175
                                                    _______           ________           ________
         Net cash provided by
            financing activities                    $ 3,494           $  6,563           $ 45,175
                                                    _______           ________           ________
         Net increase (decrease)
            in cash                                 $     0           $(25,169)          $    833

Cash, beginning of period                               833             26,002                  0
                                                    _______           ________           ________

Cash, end of period                                 $   833           $    833           $    833
                                                    =======           ========           ========

Supplemental Information and Non-monetary
Transactions:

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

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

</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 $833
in an interest  bearing  savings  account as of March 31,  2009.  The account is
federally insured.

INCOME TAXES

The Company  accounts  for its income  taxes in  accordance  with  Statement  of
Financial  Accounting  Standards  No. 109,  "Accounting  for Income  Taxes," and
clarified by FASB Interpretation  Number ("FIN") 48, "Accounting for Uncertainty
in Income Taxes--an  interpretation  of FASB Statement No. 109." Under Statement
109, a liability  method is used whereby deferred tax assets and liabilities are
determined  based on  temporary  differences  between  basis used for  financial
reporting and income tax reporting purposes.  Income taxes are provided based on
tax rates in  effect at the time such  temporary  differences  are  expected  to
reverse. A valuation allowance is provided for certain deferred tax assets if it
is more  likely  than not,  that the  Company  will not  realize  the tax assets
through future operations.  Deferred tax assets and liabilities are adjusted for
the effect of changes in tax laws and rates on the date of enactment. FAIR VALUE
OF FINANCIAL  INSTRUMENTS  Financial  accounting  Standards  Statement  No. 107,
"Disclosures about Fair Value of Financial Instruments", requires the Company to
disclose,  when reasonably attainable,  the fair market values of its assets and
liabilities  which  are  deemed  to  be  financial  instruments.  The  Company's
financial instruments consist primarily of cash and certain instruments.

EARNING PER SHARE INFORMATION

The Company  computes per share  information  in  accordance  with SFAS No. 128,
"Earnings  Per Share"  which  requires  presentation  of both basic and  diluted
earnings per share on the face of the  statement of  operations.  Basic loss per
share is computed by dividing the net loss available to common  shareholders  by
the weighted average number of common shares outstanding during such period.


                                      -9-


<PAGE>


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


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

Diluted  loss per share gives  effect to all dilutive  potential  common  shares
outstanding  during the period.  Dilutive loss per share  excludes all potential
common shares if their effect is anti-dilutive.

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123R "Share  Based  Payment."  This  statement is a revision to SFAS 123 and
supersedes  Accounting  Principles  Board (APB) Opinion No. 25,  "Accounting for
Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash
Flows." This statement  requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also  provides  guidance  on valuing  and  expensing  these  awards,  as well as
disclosure  requirements of these equity arrangements.  The Company adopted SFAS
No. 123R upon  creation of the  company  and  expenses  share based costs in the
period incurred.

GOING CONCERN

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

RECENT ACCOUNT PRONOUNCMENTS

In May,  2008,  the  Financial  Accounting  Board issued  Statement of Financial
Accounting  Standards No. 163,  "Accounting  for Financial  Guarantee  Insurance
contracts  - an  interpretation  of FASB  Statement  No.  60" (SFAS  163).  This
Statement  requires  that an insurance  enterprise  recognize a claim  liability
prior to an event of default  (insured event) when there is evidence that credit
deterioration  has occurred in an insured financial  obligation.  This Statement
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition to be used to account for premium revenue
and claim  liabilities.  Those  clarifications  will increase  comparability  in
financial reporting guarantee insurance contracts by insurance enterprises. This
Statement  requires  expanded  disclosure  about financial  guarantee  insurance
contracts.  The  accounting and  disclosure  requirements  of the Statement will
improve the quality of  information  provided to users of financial  statements.
This  Statement is effective  for financial  statements  issued for fiscal years
beginning  after December 15, 2008, and all interim  periods within those fiscal
years,   except  for  some   disclosures   about  the   insurance   enterprise's
risk-management  activities.  This Statement  requires that disclosure about the
risk-management  activities  of the  insurance  enterprise  be effective for the
first  period  (including  interim  periods)  beginning  after  issuance  of the
Statement.  Except for those disclosures,  earlier application is not permitted.
The adoption of this  statement  will have no material  effect on the  Company's
financial condition or results of operations.


                                      -10-


<PAGE>


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


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

In May,  2008,  the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 162, "The  Hierarchy of Generally  Accepted
Accounting Principles" (SFAS no. (162). This Statement identifies the sources of
accounting  principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental  entities that are
presented in conformity with generally accepted accounting  principles (GAAP) in
the United States (the GAAP  hierarchy).  The sources of  accounting  principles
that are generally  accepted are categorized in descending order of authority as
follows:

a.   FASB Statements of Financial Accounting Standards and Interpretations, FASB
     Statement 133,  Implementation  Issues, FASB Staff Positions,  and American
     Institute of Certified Public Accountants (AICPA) Accounting  Bulletins and
     Accounting  Principles Board Opinions that are not superseded by actions of
     the FASB.

b.   FASB Technical  Bulletins and, if cleared by the FASB, AICPA Industry Audit
     and Accounting Statements of Position.

c.   AICPA Accounting Standards Executive Committee Practice Bulletins that have
     been cleared by the FASB,  consensus  positions of the FASB Emerging Issues
     Task Force  (EITF),  and Topics  discussed in Appendix D of EITF  ABSTRACTS
     (EITF D-Topics)

d.   Implementation  guides (Q&A) published by the FASB staff,  AICPA Accounting
     Interpretations,  AICPA Industry Audit and Accounting Guides and Statements
     of  Position  not  cleared  by the  FASB,  and  practices  that are  widely
     recognized and prevalent rather generally or in the industry.  The adoption
     of this statement will have no material  effect on the Company's  financial
     condition or results of operations.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities"  and  amendment of SFAS No. 133.  SFAS 161
apples to all derivative and  nonderivative  instruments that are designated and
qualify as hedging  instruments  pursuant to paragraph 37 and 42 of SFAS 133 and
related hedged items accounted for under SFAS 133. SFAS 161 requires entities to
provide greater transparency through additional disclosures about how and why an
entity uses  derivative  instruments.  How  derivative  instruments  and related
hedged items are accounted  for under SFAS 133 and its related  interpretations,
and how  derivative  instruments  and related  hedged  items  affect an entity's
financial position, results of operations, and cash flows. SFAS 161 is effective
as of the beginning of an entity's  first fiscal year that begins after November
15,  2008.  We do not expect that the  adoption of SFAS 161 will have a material
effect on our financial condition or results of operation.

NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

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


                                      -11-


<PAGE>


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


NOTE 2.  STOCKHOLDERS' EQUITY (CONTINUED)

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

PREFERRED STOCK

The authorized  preferred stock of the Company consists of 5,000,000 shares with
a par value of $.001.  The Company has no preferred shares issued or outstanding
as of March 31, 2009 or December 31, 2008.

NET LOSS PER COMMON SHARE

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

Basic  net loss per  common  share is based on the  weighted  average  number of
shares of common  stock  outstanding  of 2,250,000  during 2009 and 2008.  As of
March 31, 2009 and  December  31, 2008 and since  inception,  the Company had no
dilutive potential common shares.

NOTE 3.  INCOME TAXES

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

The  components  of the  Company's  deferred  tax asset as of March 31, 2009 and
December 31, 2008 are as follows:

                                        2009             2008
                                    ________        _________

       Net operating loss           $  1,223        $  11,062
       Valuation allowance            (1,223)         (11,062)
                                    ________        _________

       Net deferred tax asset       $      0        $       0
                                    ========        =========


                                      -12-


<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:

                                                                       Since
                                             2009          2008      Inception
                                         ________      ________      _________

     Tax at statutory rate (35%)         $  1,223      $ 11,106      $ 15,520
     Increase in valuation allowance       (1,223)      (11,106)      (15,520)
                                         ________      ________      ________
     Net deferred tax asset              $      0      $      0      $      0
                                         ========      ========      ========


The net federal  operating loss carry forward will expire between 2027 and 2028.
This  carry  forward  may  be  limited  upon  the  consummation  of  a  business
combination under IRC Section 381.


NOTE 4.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer or
resident agent of the corporation  provides office services without charge. Such
costs are immaterial to the financial statements and accordingly,  have not been
reflected  therein.  The officers and  directors for the Company are involved in
other  business  activities  and may,  in the future,  become  involved in other
business  opportunities.  If a specific business  opportunity becomes available,
such  persons  may face a conflict  in  selecting  between the Company and their
other  business  interest.  The  Company  has not  formulated  a policy  for the
resolution of such  conflicts.  As of March 31, 2009 and December 31, 2008,  the
company owed officers $15,175 and $11,681 respectively.

NOTE 5.  WARRANTS AND OPTIONS

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


                                      -13-


<PAGE>


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

Generally.

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

Principal Services.

     We had  been in the  process  of  establishing  ourselves  as  providing  a
financial literacy and money management  educational  program for teenagers on a
fee for service offered basis.

     The current  financial  crisis has had an adverse  effect on our ability to
attract  students.  We are currently  inactive and we will remain inactive until
such time as the economy starts to improve.  We may also seek out other business
opportunities.

Financial Condition.

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

Liquidity.

     As of December 31,  2008,  we had assets of $833 and total  liabilities  of
$11,681 and we had a negative net worth of $10,848. As of March 31, 2009, we had
$833 in assets  and total  liabilities  of $15,175  and a negative  net worth of
$14,342.

     We have had no revenues from inception through December 31, 2008 and we had
no revenues for the period ended March 31, 2009.  We have a loss from  inception
through December 31, 2008 of $40,848 and a loss from inception through March 31,
2009 of $44,342.

     We have  officer's  advances of $11,681 from inception to December 31, 2008
and $15,175 as at March 31, 2009.

Shell Issues.

     On June 29, 2005,  the  Securities and  Exchange  Commission  adopted final
rules  amending the Form S-8 and the Form 8-K for shell  companies  like us. The
amendments expand the definition of a shell company to be broader than a company
with no or  nominal  operations/assets  or  assets  consisting  of cash and cash
equivalents,  the  amendments  prohibit  the use of a From S-8 (a form used by a
corporation to register  securities  issued to an employee,  director,  officer,
consultant or advisor, under certain circumstances),  and revise the Form 8-K to
require a shell  company  to  include  current  Form 10  information,  including
audited financial  statements,  in the filing on Form 8-K that the shell company
files to report  the  acquisition  of the  business  opportunity.  The rules are
designed to assure that investors in shell companies that acquire  operations or
assets  have  access  on a timely  basis to the same kind of  information  as is
available to investors in public companies with continuing operations.

     On February 15, 2008, the Securities and  Exchange Commission adopted final
rules  amending  Rule 144  (and  Rule  145) for  shell  companies  like us.  The
amendments  currently in full force and effect provide that the current  revised
holding periods applicable to affiliates and non-affiliates is not now available
for securities  currently  issued by either a reporting or  non-reporting  shell
company,  unless certain  conditions are met. An investor will be able to resell
securities  issued by a shell  company  subject  to Rule 144  conditions  if the
reporting or non-reporting  issuer (i) had ceased to be a shell, (ii) is subject
to the 1934 Act  reporting  obligations,  (iii) has filed all required  1934 Act
reports  during  the  proceeding  twelve  months,  and (iv) at least 90 days has
elapsed from the time the issuer has filed the "Form 10 Information"  reflecting
the fact that it had ceased to be a shell  company  before any  securities  were
sold Rule 144.

                                      -14-


<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 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.

     In addition to the Risk Factors contained in the Form 10-K previously filed
with the Commission,  the following  additional risk factors should be carefully
considered:

1.   We  have  had no  operating  history  nor any  revenues  or  earnings  from
     operations and we are insolvent.

     We have no assets  or  financial  resources.  We will,  in all  likelihood,
sustain operating expenses without  corresponding  revenues,  at least until the
consummation  of a business  combination.  This may result in us incurring a net
operating  loss  that  will  increase  continuously  until we can  consummate  a
business  combination  with  a  profitable  business  opportunity.  There  is no
assurance that we can identify such a business opportunity and consummate such a
business combination.

     Our  auditor's  going  concern  opinion and the  notation in the  financial
statements  indicate  that we do not have  significant  cash or  other  material
assets and that we are  relying on  advances  from  stockholders,  officers  and
directors to meet our limited  operating  expenses.  We are insolvent in that we
are unable to pay our debts in the  ordinary  course of  business as they become
due.

2.   Our proposed plan of operation is speculative.

     The success of our proposed plan of operation will depend to a great extent
on the operations, financial condition and management of the identified business
opportunity.  While  management  intends to seek  business  combination(s)  with
entities having established operating histories,  there can be no assurance that
we will be successful in locating candidates meeting such criteria. In the event
we  complete a business  combination,  of which there can be no  assurance,  the
success of our operations may be dependent upon management of the successor firm
or venture partner firm and numerous other factors beyond our control.

3.   We face intense competition for business opportunities and combinations.

     We are and will continue to be an insignificant participant in the business
of seeking mergers with,  joint ventures with and  acquisitions of small private
and public entities.  A large number of established and well-financed  entities,
including  venture  capital  and hedge fund  firms,  are  active in mergers  and
acquisitions of companies that may be our desirable  target  candidates.  Nearly
all such entities have  significantly  greater  financial  resources,  technical
expertise and managerial capabilities than we have and, consequently, we will be
at a competitive disadvantage in identifying possible business opportunities and
successfully  completing a business combination.  Moreover, we will also compete
in seeking  merger or  acquisition  candidates  with numerous other small public
companies.

4.   We have no agreements for a business  combination or other  transaction and
     have established no standards for a business combination.

     We have no arrangement, agreement or understanding with respect to engaging
in a merger  with,  joint  venture with or  acquisition  of, a private or public
entity.  There can be no assurance that we will be successful in identifying and
evaluating   suitable  business   opportunities  or  in  concluding  a  business
combination.  Management has not identified any particular  industry or specific
business  within an industry for our  evaluation.  There is no assurance that we
will be able to negotiate a business  combination  on terms  favorable to us. We
have not established a specific length of operating history or a specified level
of earnings,  assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which we would not consider a
business combination in any form with such business opportunity. Accordingly, we
may enter into a business  combination  with a  business  opportunity  having no
significant  operating  history,  losses,  limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.


                                       16


<PAGE>


5.   The  reporting  requirements  under  federal  securities  law may  delay or
     prevent us from making certain acquisitions.

     Sections 13 and 15(d) of the  Securities  Exchange Act of 1934, as amended,
(the  "1934  Act"),   require  companies  subject  thereto  to  provide  certain
information  about  significant  acquisitions,   including  certified  financial
statements  for the  company  acquired,  covering  one,  two,  or  three  years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target  entities  to prepare  such  statements  may
significantly  delay  or  essentially  preclude  consummation  of  an  otherwise
desirable acquisition by the Company.  Acquisition prospects that do not have or
are unable to obtain the required audited  statements may not be appropriate for
acquisition  so  long  as  the  reporting  requirements  of  the  1934  Act  are
applicable.

     In addition to the audited financial statements,  in the filing of the Form
8-K  that we file to  report  an event  that  causes  us to cease  being a shell
company,  we will be  required  to include  that  information  that is  normally
reported  by a company in a Form 10. The time and  additional  costs that may be
incurred by some target  entities to prepare and disclose such  information  may
significantly  delay  or  essentially  preclude  consummation  of  an  otherwise
desirable acquisition by the Company.

6.   At the time we do any  business  combination,  each  shareholder  will most
     likely hold a substantially lesser percentage ownership in the Company.

     Our current plan of operation is based upon a business  combination  with a
private  concern that, in all  likelihood,  would result in the Company  issuing
securities  to  shareholders  of any such private  company.  The issuance of our
previously  authorized  and  unissued  Common Stock would result in reduction in
percentage of shares owned by our present and prospective  shareholders  and may
result in a change in our control or in our management.

7.   Our officers and directors are the principal  shareholders and will be able
     to approve  all  corporate  actions  without  shareholder  consent and will
     control our Company.

     Our principal  shareholder,  Robert L. Wilson,  currently own approximately
89% of our Common Stock.  He will have  significant  influence  over all matters
requiring  approval by our  shareholders,  but not requiring the approval of the
minority shareholders.  In addition, he will be able to elect all of the members
of our board of directors,  allowing them to exercise significant control of our
affairs and  management.  In addition,  he may transact most  corporate  matters
requiring  shareholder  approval by written consent,  without a duly-noticed and
duly-held meeting of shareholders.

8.   Our Common Stock may be subject to significant restriction on resale due to
     federal penny stock restrictions.

     The  Securities  and Exchange  Commission  has adopted  rules that regulate
broker or dealer  practices in  connection  with  transactions  in penny stocks.
Penny stocks  generally  are equity  securities  with a price of less than $5.00
(other than securities  registered on certain national  securities  exchanges or
quoted on the Nasdaq system,  provided that current price and volume information
with  respect to  transactions  in such  securities  is provided by the exchange
system).  The  penny  stock  rules  require  a  broker  or  dealer,  prior  to a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk disclosure  document  prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock  market.  The broker or dealer also must provide the
customer with bid and offer  quotations for the penny stock, the compensation of
the  broker or dealer,  and its  salesperson  in the  transaction,  and  monthly
account  statements  showing  the market  value of each penny  stock held in the
customer's  account.  The  penny  stock  rules  also  require  that  prior  to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer  must  make a  special  written  determination  that a penny  stock  is a
suitable  investment  for the  purchaser  and  receive the  purchaser's  written
agreement to the transaction.

     These disclosure  requirements may have the effect of reducing the level of
trading  activity in any secondary  market for our stock that becomes subject to
the penny stock rules,  and  accordingly,  shareholders  of our Common Stock may
find it difficult to sell their securities, if at all.


                                       17


<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.................................................None

ITEM 6.   Exhibits

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

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

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

     32.1 Section 1350 Certification - Chief Executive Officer.

     32.1 Section 1350 Certification - Chief Financial Officer.


                                   SIGNATURES


     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



Dated: May 12, 2009

                                TEEN EDUCATION GROUP, INC.



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



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
























                                      -18-