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 1934FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010ORo
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR 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, NV

89103(Address of principal executive offices)

(Zip code)





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





N/A


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





Indicate by check mark whether the registrant (1) has filed all reports 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 o





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





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 acceleratedFiler
o
Accelerated filer
oNon-accelerated filer

(Do not check if a smaller reporting company)
o
Smaller reportingcompany
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 o





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





At September 30, 2010, and as of the date hereof, there were outstanding 2,250,000 shares of the Registrant's Common Stock, $.001 par value.










PART I





FINANCIAL INFORMATION








ITEM 1.    FINANCIAL STATEMENTS






2





TEEN EDUCATION GROUP, INC.


(A Development Stage Enterprise)











SEPTEMBER 30, 2010


DECEMBER 31, 2009






3





TEEN EDUCATION GROUP, INC.


(A DEVELOPMENT STAGE ENTERPRISE)





CONTENTS





FINANCIAL STATEMENTS - UNAUDITEDBalance Sheets


5Statements of Operations


6Statements of Stockholders' Equity


7Statements of Cash Flows


8Notes to Financial Statements


9-13





4





TEEN EDUCATION GROUP, INC.


(A Development Stage Enterprise)


BALANCE SHEETS





September 30, 2010

(Unaudited)


December 31,

2009

(Audited)ASSETSCURRENT ASSETS

$
0


$
833Total current assets

$
0


$
0Total assets

$
0


$
833


LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIESAccounts payable

$
2,500


$
2,945Officers advances


22,243



16,238Total current liabilities

$
24,953


$
19,183STOCKHOLDERS’ DEFICITPreferred stock: $.001 par value;authorized 5,000,000 shares; none issued oroutstanding at September 30, 2010 andDecember 31, 2009Common stock: $.001 par value;authorized 100,000,000 shares; issuedand outstanding:  2,250,000 shares atSeptember 30, 2010 and December 31, 2009


2,250



2,250Additional paid-in capital


27,750



27,750Accumulated deficit during development stage


(54,953
)


(49,183
)Total stockholders’ deficit

$
(24,953
)

$
(19,183
)Total liabilities andstockholders’ deficit

$
0


$
833





See Accompanying Notes to Financial Statements




5





TEEN EDUCATION GROUP, INC.


(A Development Stage Enterprise)


STATEMENTS OF OPERATIONS


(UNAUDITED)





Nine  Months Ended


Apr. 16, 2007

(inception) toSeptember 30,

2010


September 30,

2009


September 30,

2010Revenues

$
0


$
0


$
0Cost of revenue


0



0



0Gross profit

$
0


$
0


$
0General, selling andadministrative expenses


5,770



4.531



54,953Operating loss

$
(5,770
)

$
(4,531
)

$
(54,953
)Nonoperating income (expense)


0



0



0Net loss

$
(5,770
)

$
(4,531
)

$
(54,953
)Net loss per share, basicand diluted

$
(0.00
)

$
(0.00
)

$
(0.02
)Average number of sharesof common stock outstanding


2,250,000



2,250,000



2,250,000





See Accompanying Notes to Financial Statements




6





TEEN EDUCATION GROUP, INC.


(A Development Stage Enterprise)


STATEMENTS OF STOCKHOLDERS’ DEFICIT


(UNAUDITED)





AccumulatedDeficitAdditional


DuringCommon Stock


Paid-In


DevelopmentShares


Amount


Capital


Stage


TotalApril 17, 2007, issue common stock


2,000,000


$
2,000


$
3,000


$
0


$
5,000December 27, 2007, issue SB-2 common stock


250,000



250



24,750



0



25,000Net loss, December 31, 2007














(9,116
)


(9,116
)Balance, December 31, 2007


2,250,000


$
2,250


$
27,750


$
(9,116
)

$
20,884Net loss, December 31, 2008














(31,732
)


(31,732
)Balance, December 31, 2008


2,250,000


$
2,250


$
27,750


$
(40,848
)

$
(10,848
)Net loss, December 31, 2009














(8,335
)


(8,335
)Balance, December 31, 2009


2,250,000


$
2,250



27,750



(49,183
)


(19,183
)Net loss, September 30, 2010














(5,770
)


(5,770
)Balance, September 30, 2010


2,250,000


$
2,250


$
27,750


$
(54,953
)

$
(24,953
)





See Accompanying Notes to Financial Statements




7





TEEN EDUCATION GROUP, INC.


(A Development Stage Enterprise)


STATEMENTS OF CASH FLOWS


(UNAUDITED)




Nine Months


Apr. 16, 2007

(inception) toSeptember 30,

2010


September 30,

2009


September 30,

2010Cash Flows FromOperating ActivitiesNet loss

$
(5,770
)

$
(4,531
)

$
(54,953
)Adjustments to reconcile net lossto cash used in operating activities:Changes in assets and liabilitiesIncrease (decrease) in accounts payable


(445)



0



2,500Net cash used inoperating activities

$
(6,215
)

$
(4,531)


$
(52,453)Cash Flows FromInvesting Activities

$
0


$
0


$
0Cash Flows FromFinancing ActivitiesIssuance of common stock

$
0


$
0


$
30,000Increase in officer advances


6,215



4,531



22,453Net cash provided byfinancing activities

$
6,215


$
4,531


$
52,453Net increase (decrease)in cash

$
0


$
(394
)

$
0Cash, beginning of period


0



833


$
0Cash, end of period

$
0


$
439


$
0Supplemental Information and Non-monetary Transactions:Interest paid

$
0


$
0


$
0Taxes paid

$
0


$
0


$
0





See Accompanying Notes to Financial Statements




8





Note 1.  Nature of Business and Significant Accounting Policies





NATURE OF BUSINESS:





Teen Education Group, Inc. (“Company”) was organized on April 16, 2007 under the laws of the State of Delaware. The Company currently has limited operations and, in accordance with FASB ASC 915 DEVELOPMENT STAGE ENITITES” is considered a Development Stage Enterprise. The Company has been in the development stage since formation and has realized minimal revenues from its operations.





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





ESTIMATES





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





CASH





For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of September 30, 2010 and December 31, 2009.





INCOME TAXES





The Company accounts for income taxes under FASB ASC 740 “INCOME TAXES,”Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations








9





FAIR VALUE OF FINANCIAL INSTRUMENTS





The Company’s financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which due to the short maturity of these financial instruments, approximate fair value at September 30, 2010.





FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosure about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:





Level 1.  Observable inputs such as quoted prices in active markets;





Level 2.  Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and





Level 3.  Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.





The Company does not have any assets or liabilities measured at fair market value on a recurring basis at December 31, 2009 and September 30, 2010. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended December 31, 2009 and September 30, 2010.





SHARE BASED EXPENSES





FASB ASC 718 “COMPENSATION – STOCK COMPENSATION” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock option, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (A) the option to settle by issuing equity instruments lacks commercial substance or (B) the present obligation is implied because of an entity’s past practice or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.





The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “EQUITY – BASED PAYMENTS TO NON-EMPOLYEES.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable; (A) the goods or services received, or (B) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.





GOING CONCERN





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





10





RECENT ACCOUNTING PRONOUNCEMENTS





Recently Implemented Standards





FASB ASC 105, “Generally Accepted Accounting Principles” (FASB ASC 105) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source or authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“FASB ASC”) carries an equal level of authority. Rules and interpretative releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed” non-authoritative”. FASB ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in FASB ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company’s reference to GAAP authoritative guidance but did not impact the Company’s financial position or results of operations.





FASB ASC 855, “SUBSEQUENT EVENTS” (FASB ASC 855) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. FASB ASC 855 defines two types of subsequent events, “recognized” and “non-recognize.” Recognized subsequent events provide additional evidence about conditions that existed at eh date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implements the guidance included in FASB ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company’s financial position or results of operations.





The Company refers to FASB ASC 605-25 “MULTIPLE ELEMENT ARRANGEMENTS” in recognizing revenue from agreements with multiple deliverables. This statement provides principles for allocation of consideration among its multiple-elements, allowing more flexibility in identifying and accounting for separate deliverables under an arrangement. The EITF introduces as estimated selling price method for valuing the elements of a bundled arrangement if vendor-specific objective evidence or third-party evidence of selling price is nor available, and significantly expands related disclosure requirements. This standard is effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, adaptation may be on a retrospective basis, and early application is permitted. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial statements or disclosures.





In August 2009, the FASB issued Accounting Standards Update No. 2009-05,”Measuring Liabilities at Fair Value,” (“ASU 2009-05”). ASU 2009-05 provides guidance on measuring the fair value of liabilities and effective for the first interim or annual reporting period beginning after its issuance. The Company’s adoption of ASU 2009-05 did not have an effect on its disclosure of the fair value of its liabilities.





11





RECENTLY ISSUED STANDARDS





In September 2009, the FASB issued FASB ASC Update No. 2009-12, “FAIR VALUE MEASUREMENTS AND DISCLOSURES (TOPIC 820); INVESTMENTS IN CERTAIN ENTITIES THAT CALCULATE NET ASSET VALUE PER SHARE (OR ITS EQUIVALENT)” (FASB ASC Update No. 2009-12). This update sets forth guidance on using the net asset value per share provided by an investee to estimate fair value of an alternative investment. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of FASB ASC Update 2009-12 will have a material effect on its financial position or results of operations.





FASB ASC Topic 810, “CONSOLIDATION” was amended in June 2009, by Statement of Financial Accounting Standards No. 167, AMENDMENTS TO FASB INTERPRETATION No. 46R (“Statement No. 167”). Statement No. 167 amends FASB Interpretation No. 46R, CONSOLIDATION OF VARIABLE INTEREST ENTITIES AN INTERPRETATION OF ARB NO. 51, (“FIN 46R”) to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a COPNAY IS THE PRIMARY BENEFICIARY OF A VARIBLE INTERST ENTITY WHEN THE HOLDERS OF THE ENTITY, AS A GROUP, LOSE POWER, THROUGH VOTING OR SIMILAR RIGHTS, TO DIRECT THE ACTIONS THAT MOST SIGIFICANTLY AFFECT THE ENTITIY’S ECONOMIC PERFORMANCE. This statement also enhances disclosures about a company’s involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.





In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, ACCOUNTING FOR TRANSFERS OF FINANCIAL ASSETS AN AMENDMENT OF FASB STATEMENT NO. 140 (“Statement No. 166”). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, ACCOUNTING FOR TRANSFERS AND EXTINGUISHMENT OF LIABILITIES A REPLACEMENT OF FASB STATEMENT 125 (“Statement No. 140”) and requires additional disclosure about transfers of financial assets, including securitization transactions, and any continuing expose to the risks related to transferred financial assets. It also eliminates the concept of a “qualifying special purpose entity”, changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter.





Although Statement No. 166 has not been incorporated in to the Codification, in accordance with FASB ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results or operations.





Note 2.  Stockholders Equity





COMMON STOCK





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





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





PREFERRED STOCK





The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $0.01. The Company has no preferred stock issued or outstanding as of September 30, 2010 and December 31, 2009.





12





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 as of September 30, 2010 and since inception.  As of September 30, 2010 and since inception, the Company had no dilutive potential common shares.





Note 3.  Income Tax





We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.





The net federal operating loss carry forward will expire between 2026 and 2029.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381





Note 4. Related Party Transactions





The Company neither owns nor leases any real or personal property.  An officer or resident agent of the corporation provides office services without charge.  Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.  The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest.  The Company has not formulated a policy for the resolution of such conflicts. As of September 30, 2010 and December 31, 2009 the Company owed its officers $22,243 and $16,238 respectively.





Note 5.  Warrants and Options





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





13





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





Generally.





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





Principal Services.





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





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





Financial Condition.





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





Liquidity.





As of December 31,  2009,  we had assets of $833 and total  liabilities  of $19,183 and we had a negative net worth of $19,183. As of September 30, 2010, we had no assets  and total  liabilities  of $24,953  and a  negative  net worth of $24,953.





We have had no revenues from inception through December 31, 2009 and we had no  revenues  for the  period  ended  September 30, 2010.  We have a loss from inception through December 31, 2009 of $49,183 and a loss from inception through September 30, 2010 of $54,953.





We have officer's advances of $16,238 from inception to December 31, 2009 and $22,243 as at September 30, 2010.





Shell Issues.





On June 29, 2005, the  Securities and  Exchange  Commission  adopted final rules  amending the Form S-8 and the Form 8-K for shell  companies  like us. The amendments expand the definition of a shell company to be broader than a company with no or  nominal operations/assets  or  assets  consisting  of cash and cash equivalents,  the  amendments  prohibit  the use of a From S-8 (a form used by a corporation to


register  securities  issued to an employee,  director,  officer, consultant or advisor, under certain circumstances),  and revise the Form 8-K to require a 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





ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Not applicable to smaller reporting companies.





ITEM 4.T.   CONTROLS AND PROCEDURES.





Based on an evaluation of our  disclosure  controls and procedures as of the end of the period covered by this Form 10Q (and the financial  statements  contained in the report),  our president and treasurer  have  determined  that our current disclosure controls and procedures are effective.





There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or any other factors during the quarter covered by this report, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.





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





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





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





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





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





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





Management has used the framework set forth in the report entitled Internal Control  -  Integrated  Framework  published  by  the  Committee  of  Sponsoring Organizations  of the  Treadway  Commission,  known as  COSO,  to  evaluate  the effectiveness of our internal control over financial reporting.





Management has concluded that our internal control over financial reporting was effective as of the quarter ended September 30, 2010.





15





PART II





OTHER INFORMATION





ITEM 1.    LEGAL PROCEEDINGS





None





ITEM 1A.   RISK FACTORS.





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





ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE PROCEEDS





None





ITEM 3.    DEFAULTS UPON SENIOR SECURITIES





None





ITEM 4.    SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS





None





ITEM 5.    OTHER INFORMATION





Certain of our majority shareholders have had preliminary negotiations that, if consummated, may result in a change in control.  In addition to the requirements that apply to us for disclosing information in a Form 8-K or other applicable disclosure document, we have been informed that, if, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to the Securities Exchange Act of 1934, as amended, any persons are to be elected or designated as directors of the Company, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the Company, then, not less than 10 days prior to the date any such persons take office as a director, or such shorter period prior to the date the Securities and Exchange Commission may authorize upon a showing of good cause therefore, the Company shall file with the Securities and Exchange Commission and transmit to all holders of record of securities of the Company who would be entitled to vote at a meeting for election of directors, information substantially equivalent to certain information which would be required by Schedule 14A of Regulation 14A to be transmitted if such person or persons were nominees for election as directors at a meeting of such security holders.





As part of any transaction that may result in the change in our control, Robert L. Wilson may forgive some or all of the $22,243 indebtedness owed to him by us and pay of the pending accounts receivable of $2,500.  Further, as a result of any transaction that may result in a change of our control or results in a business combination, our controlling shareholders may transfer the shares of stock owned by them to others or surrender for cancellation to us all or part of their shares of stock.




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ITEM 6.    EXHIBITS





The following exhibits are filed with this report:





EXHIBIT31.1

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

Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer.32.1

Section 1350 Certification - Chief Executive Officer.32.1

Section 1350 Certification - Chief Financial Officer.








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SIGNATURES








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





Dated: November 9, 2010





TEEN EDUCATION GROUP, INC.By:
/s/ROBERT L. WILSONRobert L. WilsonPresident (Principal Executive Officer),and Director








By:
/s/ROBERT L. WILSONRobert L. WilsonPrincipal Financial Officer








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