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.
-16-
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.
-17-
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
0; 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-