UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009.
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER: 333-147045
TEEN EDUCATION GROUP, INC.
_________________________________________________________________
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 26-032648
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6767 W. Tropicana Ave., Suite 207
Las Vegas, NV 89103
________________________________________ __________
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (702) 248-1027
N/A
______________________________________________
(Former name, former address and former fiscal
year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
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Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
________________________________________________________________________________
Non-accelerated filer Smaller
Large accelerated (Do not check if a smaller reporting
filer Accelerated filer reporting company) company
[ ] [ ] [ ] [X]
________________________________________________________________________________
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes /X/ No / /
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
At March 31, 2009, and as of the date hereof, there were outstanding
2,250,000 shares of the Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format: Yes / / No /X/
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PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements
TEEN EDUCATION GROUP, INC.
(A Development Stage Enterprise)
MARCH 31, 2009
DECEMBER 31, 2008
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TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
CONTENTS
________________________________________________________________________________
FINANCIAL STATEMENTS - UNAUDITED
Balance Sheets 5
Statements of Operations 6
Statements of Stockholders' Equity 7
Statements of Cash Flows 8
Notes to Financial Statements 9-13
________________________________________________________________________________
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TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
March 31, December 31,
2009 2008
_____________ ____________
ASSETS
CURRENT ASSETS
Cash $ 833 $ 833
_________ ________
Total current assets $ 833 $ 833
_________ ________
Total assets $ 833 $ 833
========= ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 0 $ 0
Officers advances 15,175 11,681
_________ ________
Total current liabilities $ 15,175 $ 11,681
_________ ________
STOCKHOLDERS' EQUITY
Preferred stock: $.001 par value;
authorized 5,000,000 shares; none issued
and outstanding at March 31, 2009 and
December 31, 2008. 0 0
Common stock: $.001 par value;
authorized 100,000,000 shares; issued
and outstanding: 2,250,000 shares at
March 31, 2009 and December 31, 2008 2,250 2,250
Additional paid-in capital 27,750 27,750
Accumulated deficit during development stage (44,342) (40,848)
_________ ________
Total stockholders' equity $ (14,342) $(10,848)
_________ ________
Total liabilities and
stockholders' equity $ 833 $ 833
========= ========
See Accompanying Notes to Financial Statements.
-5-
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
Apr. 19, 2006
Quarter Ended Year Ended (inception) to
March 31, December 31, March 31,
2009 2008 2009
_________________ ____________ ______________
Revenues $ 0 $ 0 $ 0
Cost of revenue 0 0 0
__________ __________ __________
Gross profit $ 0 $ 0 $ 0
General, selling and
administrative expenses 3,494 40,848 44,344
__________ __________ __________
Operating loss $ (3,494) $ (40,848) $ (44,344)
Interest income 0 0 2
__________ __________ __________
Net loss $ (3,494) $ (40,848) $ (44,342)
========== ========== ==========
Net loss per share, basic
and diluted $ (0.00) $ (0.02) $ (0.02)
========== ========== ==========
Average number of shares
of common stock outstanding 2,250,000 2,250,000 2,250,000
========== ========== ==========
See Accompanying Notes to Financial Statements.
-6-
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS'EQUITY
Accumulated
Deficit
Common Stock Additional During
_____________________ Paid-In Development
Shares Amount Capital Stage Total
_________ _______ __________ ___________ ________
April 17, 2007, issue
common stock 2,000,000 $ 2,000 $ 3,000 $ 0 $ 5,000
December 27, 2007, issued
SB-2 common stock 250,000 250 24,250 0 25,000
Net loss, December 31, 2007 (9,116) (9,116)
_________ _______ ________ ________ ________
Balance, December 31, 2007 2,250,000 $ 2,250 $ 27,750 $ (9,116) $ 20,884
Net loss, December 31, 2008 (5,394) (5,394)
_________ _______ ________ ________ ________
Balance, December 31, 2008 2,250,000 $ 2,250 $ 27,750 $(14,510) $ 15,490
Net loss, March 31, 2009 (3,494) (3,494)
_________ _______ ________ ________ ________
Balance, March 31, 2009 2,250,000 $ 2,250 $ 27,750 $(44,342) $(14,342)
========= ======= ======== ======== ========
See Accompanying Notes to Financial Statements.
-7-
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
Apr. 19, 2006
Quarter Ended Year Ended (inception) to
March 31, December 31, March 31,
2009 2008 2009
_________________ ____________ ______________
Cash Flows From
Operating Activities
Net loss $(3,494) $(31,732) $(44,342)
Adjustments to reconcile net loss
to cash used in operating activities:
Changes in assets and liabilities
Increase (decrease) in accounts payable 0 0 0
_______ ________ ________
Net cash used in
operating activities $(3,494) $(31,732) $(44,342)
_______ ________ ________
Cash Flows From
Investing Activities $ 0 $ 0 $ 0
_______ ________ ________
Cash Flows From
Financing Activities
Issuance of common stock $ 0 $ 0 $ 30,000
Increase in officer advances 3,494 6,563 15,175
_______ ________ ________
Net cash provided by
financing activities $ 3,494 $ 6,563 $ 45,175
_______ ________ ________
Net increase (decrease)
in cash $ 0 $(25,169) $ 833
Cash, beginning of period 833 26,002 0
_______ ________ ________
Cash, end of period $ 833 $ 833 $ 833
======= ======== ========
Supplemental Information and Non-monetary
Transactions:
Interest paid $ 0 $ 0 $ 0
======= ======== ========
Taxes paid $ 0 $ 0 $ 0
======= ======== ========
See Accompanying Notes to Financial Statements.
-8-
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS:
Teen Education Group, Inc. ("Company") was organized April 16, 2007 under the
laws of the State of Delaware. The Company currently has no operations and in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
Development Stage Enterprise.
A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS :
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
CASH
For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. The Company had $833
in an interest bearing savings account as of March 31, 2009. The account is
federally insured.
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," and
clarified by FASB Interpretation Number ("FIN") 48, "Accounting for Uncertainty
in Income Taxes--an interpretation of FASB Statement No. 109." Under Statement
109, a liability method is used whereby deferred tax assets and liabilities are
determined based on temporary differences between basis used for financial
reporting and income tax reporting purposes. Income taxes are provided based on
tax rates in effect at the time such temporary differences are expected to
reverse. A valuation allowance is provided for certain deferred tax assets if it
is more likely than not, that the Company will not realize the tax assets
through future operations. Deferred tax assets and liabilities are adjusted for
the effect of changes in tax laws and rates on the date of enactment. FAIR VALUE
OF FINANCIAL INSTRUMENTS Financial accounting Standards Statement No. 107,
"Disclosures about Fair Value of Financial Instruments", requires the Company to
disclose, when reasonably attainable, the fair market values of its assets and
liabilities which are deemed to be financial instruments. The Company's
financial instruments consist primarily of cash and certain instruments.
EARNING PER SHARE INFORMATION
The Company computes per share information in accordance with SFAS No. 128,
"Earnings Per Share" which requires presentation of both basic and diluted
earnings per share on the face of the statement of operations. Basic loss per
share is computed by dividing the net loss available to common shareholders by
the weighted average number of common shares outstanding during such period.
-9-
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Diluted loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive.
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R "Share Based Payment." This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash
Flows." This statement requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also provides guidance on valuing and expensing these awards, as well as
disclosure requirements of these equity arrangements. The Company adopted SFAS
No. 123R upon creation of the company and expenses share based costs in the
period incurred.
GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have material cash, nor
material assets, nor does it have operations or a source of revenue sufficient
to cover its operations costs and allow it to continue as a going concern. The
Company will be dependent upon the raising of additional capital through
placement of our common stock in order to implement its business plan, or merge
with an operating company. There can be no assurance that the Company will be
successful in either situation which raises substantial doubt about the
Company's ability to continue as a going concern. The officers and directors
have committed to advancing certain operating costs of the Company.
RECENT ACCOUNT PRONOUNCMENTS
In May, 2008, the Financial Accounting Board issued Statement of Financial
Accounting Standards No. 163, "Accounting for Financial Guarantee Insurance
contracts - an interpretation of FASB Statement No. 60" (SFAS 163). This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition to be used to account for premium revenue
and claim liabilities. Those clarifications will increase comparability in
financial reporting guarantee insurance contracts by insurance enterprises. This
Statement requires expanded disclosure about financial guarantee insurance
contracts. The accounting and disclosure requirements of the Statement will
improve the quality of information provided to users of financial statements.
This Statement is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years, except for some disclosures about the insurance enterprise's
risk-management activities. This Statement requires that disclosure about the
risk-management activities of the insurance enterprise be effective for the
first period (including interim periods) beginning after issuance of the
Statement. Except for those disclosures, earlier application is not permitted.
The adoption of this statement will have no material effect on the Company's
financial condition or results of operations.
-10-
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In May, 2008, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 162, "The Hierarchy of Generally Accepted
Accounting Principles" (SFAS no. (162). This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). The sources of accounting principles
that are generally accepted are categorized in descending order of authority as
follows:
a. FASB Statements of Financial Accounting Standards and Interpretations, FASB
Statement 133, Implementation Issues, FASB Staff Positions, and American
Institute of Certified Public Accountants (AICPA) Accounting Bulletins and
Accounting Principles Board Opinions that are not superseded by actions of
the FASB.
b. FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
and Accounting Statements of Position.
c. AICPA Accounting Standards Executive Committee Practice Bulletins that have
been cleared by the FASB, consensus positions of the FASB Emerging Issues
Task Force (EITF), and Topics discussed in Appendix D of EITF ABSTRACTS
(EITF D-Topics)
d. Implementation guides (Q&A) published by the FASB staff, AICPA Accounting
Interpretations, AICPA Industry Audit and Accounting Guides and Statements
of Position not cleared by the FASB, and practices that are widely
recognized and prevalent rather generally or in the industry. The adoption
of this statement will have no material effect on the Company's financial
condition or results of operations.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" and amendment of SFAS No. 133. SFAS 161
apples to all derivative and nonderivative instruments that are designated and
qualify as hedging instruments pursuant to paragraph 37 and 42 of SFAS 133 and
related hedged items accounted for under SFAS 133. SFAS 161 requires entities to
provide greater transparency through additional disclosures about how and why an
entity uses derivative instruments. How derivative instruments and related
hedged items are accounted for under SFAS 133 and its related interpretations,
and how derivative instruments and related hedged items affect an entity's
financial position, results of operations, and cash flows. SFAS 161 is effective
as of the beginning of an entity's first fiscal year that begins after November
15, 2008. We do not expect that the adoption of SFAS 161 will have a material
effect on our financial condition or results of operation.
NOTE 2. STOCKHOLDERS' EQUITY
COMMON STOCK
The authorized common stock of the Company consists of 100,000,000 shares with
par value of $0.001. On April 17, 2007 the Company authorized and issued
2,000,000 shares of its $.001 par value common stock in consideration of $5,000
in cash.
-11-
TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 2. STOCKHOLDERS' EQUITY (CONTINUED)
On December 12, 2007 the Company initiated an SB-2 offering, selling 250,000
common shares at $0.10 per share, raising $25,000. On December 12, 2007 the
offering was completed. The 250,000 common shares were delivered December 31,
2007.
PREFERRED STOCK
The authorized preferred stock of the Company consists of 5,000,000 shares with
a par value of $.001. The Company has no preferred shares issued or outstanding
as of March 31, 2009 or December 31, 2008.
NET LOSS PER COMMON SHARE
Net loss per share is calculated in accordance with SFAS No. 128, "Earnings Per
Share." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 2,250,000 during 2009 and 2008. As of
March 31, 2009 and December 31, 2008 and since inception, the Company had no
dilutive potential common shares.
NOTE 3. INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. Per Statement of Accounting Standard No. 109 -
Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it
is more likely than not that a tax asset cannot be realized through future
income the Company must allow for this future tax benefit. We provided a full
valuation allowance on the net deferred tax asset, consisting of net operating
loss carryforwards, because management has determined that it is more likely
than not that we will not earn income sufficient to realize the deferred tax
assets during the carryforward period.
The components of the Company's deferred tax asset as of March 31, 2009 and
December 31, 2008 are as follows:
2009 2008
________ _________
Net operating loss $ 1,223 $ 11,062
Valuation allowance (1,223) (11,062)
________ _________
Net deferred tax asset $ 0 $ 0
======== =========
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TEEN EDUCATION GROUP, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
NOTE 3. INCOME TAXES (CONTINUED)
A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:
Since
2009 2008 Inception
________ ________ _________
Tax at statutory rate (35%) $ 1,223 $ 11,106 $ 15,520
Increase in valuation allowance (1,223) (11,106) (15,520)
________ ________ ________
Net deferred tax asset $ 0 $ 0 $ 0
======== ======== ========
The net federal operating loss carry forward will expire between 2027 and 2028.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer or
resident agent of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors for the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interest. The Company has not formulated a policy for the
resolution of such conflicts. As of March 31, 2009 and December 31, 2008, the
company owed officers $15,175 and $11,681 respectively.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
-13-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Generally.
Teen Education Group, Inc. was incorporated on April 19, 2006 in the State
of Delaware.
Principal Services.
We had been in the process of establishing ourselves as providing a
financial literacy and money management educational program for teenagers on a
fee for service offered basis.
The current financial crisis has had an adverse effect on our ability to
attract students. We are currently inactive and we will remain inactive until
such time as the economy starts to improve. We may also seek out other business
opportunities.
Financial Condition.
Since we have had a limited operating history and have not achieved any
revenues or earnings from operations, with limited significant assets and
financial resources, we will in all likelihood sustain operating expenses
without corresponding revenues, at least until we commence our educational
activities.
Liquidity.
As of December 31, 2008, we had assets of $833 and total liabilities of
$11,681 and we had a negative net worth of $10,848. As of March 31, 2009, we had
$833 in assets and total liabilities of $15,175 and a negative net worth of
$14,342.
We have had no revenues from inception through December 31, 2008 and we had
no revenues for the period ended March 31, 2009. We have a loss from inception
through December 31, 2008 of $40,848 and a loss from inception through March 31,
2009 of $44,342.
We have officer's advances of $11,681 from inception to December 31, 2008
and $15,175 as at March 31, 2009.
Shell Issues.
On June 29, 2005, the Securities and Exchange Commission adopted final
rules amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents, the amendments prohibit the use of a From S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisor, under certain circumstances), and revise the Form 8-K to
require a shell company to include current Form 10 information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity. The rules are
designed to assure that investors in shell companies that acquire operations or
assets have access on a timely basis to the same kind of information as is
available to investors in public companies with continuing operations.
On February 15, 2008, the Securities and Exchange Commission adopted final
rules amending Rule 144 (and Rule 145) for shell companies like us. The
amendments currently in full force and effect provide that the current revised
holding periods applicable to affiliates and non-affiliates is not now available
for securities currently issued by either a reporting or non-reporting shell
company, unless certain conditions are met. An investor will be able to resell
securities issued by a shell company subject to Rule 144 conditions if the
reporting or non-reporting issuer (i) had ceased to be a shell, (ii) is subject
to the 1934 Act reporting obligations, (iii) has filed all required 1934 Act
reports during the proceeding twelve months, and (iv) at least 90 days has
elapsed from the time the issuer has filed the "Form 10 Information" reflecting
the fact that it had ceased to be a shell company before any securities were
sold Rule 144.
-14-
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Internal control over financial reporting refers to the process designed
by, or under the supervision of, our Chief Executive Officer and Chief Financial
Officer, and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles, and includes those policies and
procedures that:
o Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
o Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorization
of our management and directors; and
o Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisitions, use or disposition of our assets that
could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent limitations.
It is a process that involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. It also can be
circumvented by collusion or improper management override.
Because of such limitations, there is a risk that material misstatements
may not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process certain safeguards to reduce, thought not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal
control over our financial reporting. To avoid segregation of duty due to
management accounting size, management had engaged an outside CPA to assist in
the financial reporting.
Management has used the framework set forth in the report entitled Internal
Control - Integrated Framework published by the Committee of Sponsoring
Organizations of the Treadway Commission, known as COSO, to evaluate the
effectiveness of our internal control over financial reporting. Based upon this
assessment, management has concluded that our internal control over financial
reporting was effective as of and for the year ended December 31, 2007 and the
current quarter then ended.
The Company is not an "accelerated filer" for the 2007 fiscal year because
it is qualified as a "small business issuer." Hence, under current law, the
internal controls certification and attestation requirements of Section 404 of
the Sarbanes-Oxley act will not apply to the Company.
-15-
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 acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act are
applicable.
In addition to the audited financial statements, in the filing of the Form
8-K that we file to report an event that causes us to cease being a shell
company, we will be required to include that information that is normally
reported by a company in a Form 10. The time and additional costs that may be
incurred by some target entities to prepare and disclose such information may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company.
6. At the time we do any business combination, each shareholder will most
likely hold a substantially lesser percentage ownership in the Company.
Our current plan of operation is based upon a business combination with a
private concern that, in all likelihood, would result in the Company issuing
securities to shareholders of any such private company. The issuance of our
previously authorized and unissued Common Stock would result in reduction in
percentage of shares owned by our present and prospective shareholders and may
result in a change in our control or in our management.
7. Our officers and directors are the principal shareholders and will be able
to approve all corporate actions without shareholder consent and will
control our Company.
Our principal shareholder, Robert L. Wilson, currently own approximately
89% of our Common Stock. He will have significant influence over all matters
requiring approval by our shareholders, but not requiring the approval of the
minority shareholders. In addition, he will be able to elect all of the members
of our board of directors, allowing them to exercise significant control of our
affairs and management. In addition, he may transact most corporate matters
requiring shareholder approval by written consent, without a duly-noticed and
duly-held meeting of shareholders.
8. Our Common Stock may be subject to significant restriction on resale due to
federal penny stock restrictions.
The Securities and Exchange Commission has adopted rules that regulate
broker or dealer practices in connection with transactions in penny stocks.
Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the Nasdaq system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange
system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in any secondary market for our stock that becomes subject to
the penny stock rules, and accordingly, shareholders of our Common Stock may
find it difficult to sell their securities, if at all.
17
ITEM 2. Unregistered Sales of Equity Securities and Use Proceeds..........None
ITEM 3. Defaults Upon Senior Securities...................................None
ITEM 4. Submission of Matter to a Vote of Security Holders................None
ITEM 5. Other Information.................................................None
ITEM 6. Exhibits
There were no reports on Form 8-K filed in the quarter for which this
report is filed. The following exhibits are filed with this report:
31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer.
31.2 Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer.
32.1 Section 1350 Certification - Chief Executive Officer.
32.1 Section 1350 Certification - Chief Financial Officer.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: May 12, 2009
TEEN EDUCATION GROUP, INC.
By: /s/ ROBERT L. WILSON
____________________________________________
Robert L. Wilson
President (Principal Executive Officer),
and Director
By: /s/ ROBERT L. WILSON
____________________________________________
Robert L. Wilson
Principal Financial Officer
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