Attached files
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, 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-
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 - UNAUDITED
|
|
Balance
Sheets
|
5
|
Statements
of Operations
|
6
|
Statements
of Stockholders' Equity
|
7
|
Statements
of Cash Flows
|
8
|
Notes
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
ASSETS
|
||||||||
Cash
|
$ | 833 | $ | 833 | ||||
Total
current assets
|
$ | 833 | $ | 833 | ||||
Total
assets
|
$ | 0 | $ | 0 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
CURRENT
LIABILITIES
|
||||||||
Accounts payable
|
$ | 199 | $ | 0 | ||||
Officers advances
|
14,521 | 11,681 | ||||||
Total
current liabilities
|
$ | 14,720 | $ | 11,681 | ||||
STOCKHOLDERS’
DEFICIT
|
||||||||
Preferred stock: $.001 par
value;
|
||||||||
authorized 5,000,000 shares; none
issued or
|
||||||||
outstanding at December 31, 2008
and
|
||||||||
December 31, 2007
|
0 | 0 | ||||||
Common
stock: $.001 par value;
|
||||||||
authorized 100,000,000 shares;
issued
|
||||||||
and
outstanding: 2,250,000 shares at
|
||||||||
March
31, 2009 and December 31, 2008
|
2,250 | 2,250 | ||||||
Additional paid-in
capital
|
27,750 | 27,750 | ||||||
Accumulated deficit during
development stage
|
(43,887 | ) | (40,848 | ) | ||||
Total
stockholders’ deficit
|
$ | (13,887 | ) | $ | (10,848 | ) | ||
Total
liabilities and
|
||||||||
stockholders’
deficit
|
$ | 833 | $ | 833 |
See
Accompanying Notes to Financial Statements
-5-
TEEN
EDUCATION GROUP, INC.
(A
Development Stage Enterprise)
STATEMENTS
OF OPERATIONS
(UNAUDITED)
|
Three Months Ended | |||||||||||
March
31,
2009
|
March
31
2008
|
Apr.
19, 2007
(inception)
to
March
31,
2009
|
||||||||||
|
||||||||||||
Revenues
|
$ | 0 | $ | 0 | $ | 0 | ||||||
Cost
of revenue
|
0 | 0 | 0 | |||||||||
Gross
profit
|
$ | 0 | $ | 0 | $ | 0 | ||||||
General,
selling and
|
||||||||||||
administrative
expenses
|
3,039 | 3,100 | 43,889 | |||||||||
Operating
loss
|
$ | (3,039 | ) | $ | (3,100 | ) | $ | (43,889 | ) | |||
Nonoperating
income (expense)
|
0 | 0 | 2 | |||||||||
Net
loss
|
$ | (3,039 | ) | $ | (3,100 | ) | $ | (43,887 | ) | |||
Net
loss per share, basic
|
||||||||||||
and
diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Average
number of shares
|
||||||||||||
of
common stock outstanding
|
2,250,000 | 2,250,000 | ||||||||||
See
Accompanying Notes to Financial Statements
-6-
TEEN
EDUCATION GROUP, INC.
(A
Development Stage Enterprise)
STATEMENTS
OF STOCKHOLDERS’ DEFICIT
(UNAUDITED)
Accumulated
|
||||||||||||||||||||
Deficit
|
||||||||||||||||||||
|
Additional
|
During
|
||||||||||||||||||
Common Stock
|
Paid-In
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
April
17, 2007, issue common stock
|
2,000,000 | $ | 2,000 | $ | 3,000 | $ | 0 | $ | 5,000 | |||||||||||
December
27, 2007, issue SB-2 common stock
|
250,000 | 250 | 24,750 | 0 | 25,000 | |||||||||||||||
Net
loss, December 31, 2007
|
(9,116 | ) | (9,116 | ) | ||||||||||||||||
Balance,
December 31, 2007
|
2,250,000 | $ | 2,250 | $ | 27,750 | $ | (9,116 | ) | $ | 20,884 | ||||||||||
Net
loss, 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
-7-
TEEN
EDUCATION GROUP, INC.
(A
Development Stage Enterprise)
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
|
Three
Months Ended
|
Apr.
19, 2007
(inception)
to
|
||||||||||
March
31,
2009
|
March
31
2008
|
March
31,
2009
|
||||||||||
Cash
Flows From
|
||||||||||||
Operating
Activities
|
||||||||||||
Net
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
payable
|
||||||||||||
199 | 2,100 | 199 | ||||||||||
Net
cash used in
operating
activities
|
||||||||||||
$ | (2,840 | ) | $ | (1,000 | ) | $ | (43,688 | ) | ||||
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
|
2,840 | 1,000 | 14,521 | |||||||||
Net
cash provided by
financing
activities
|
||||||||||||
$ | 0 | $ | 0 | $ | 44,521 | |||||||
Net
increase (decrease)
in
cash
|
||||||||||||
$ | 0 | $ | 0 | $ | 833 | |||||||
Cash,
beginning of period
|
833 | 833 | $ | 0 | ||||||||
Cash,
end of period
|
$ | 833 | $ | 833 | $ | 833 | ||||||
Supplemental
Information and Non-monetary Transactions:
|
||||||||||||
Interest
paid
|
$ | 0 | $ | 0 | $ | 0 | ||||||
Taxes
paid
|
$ | 0 | $ | 0 | $ | 0 |
See
Accompanying Notes to Financial Statements
-8-
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.
-9-
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.
-11-
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.
-12-
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.
-13-
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.
-14-
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.
-15-
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.
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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.
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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:
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
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