UNITED
STATES SECURITIES
AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-K/A
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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For
the year ended December 31, 2009.
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or
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from to
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Commission
File Number 333-147045
TEEN
EDUCATION GROUP, INC.
(Exact
Name of Small Business Issuer as Specified in its Charter)
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Delaware
(State
or other jurisdiction of
incorporation or
organization)
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26-032648
(I.R.S.
Employer
Identification
No.)
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6767 Tropicana Avenue, Suite 207, Las Vegas,
Nevada
(Address of principal
executive offices)
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89103
(Zip
Code)
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Issuer's
telephone number: (702) 248-1027
Securities
to be registered pursuant to Section 12(b) of the Act: None
Securities
to be registered pursuant to Section 12(g) of the Act:
$.001
Common Stock
__________________
(Title of
Class)
Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities
Act. Yes No þ
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the
Act. Yes No þ
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such
files). Yes No
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 þ No
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
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 the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer
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Smaller
reporting company þ
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes þ No
The
aggregate market value of the Registrant's Common Stock held by non-affiliates
of the Registrant (without admitting that any person whose shares are not
included in such calculation is an affiliate) computed by reference to the price
at which the common stock was last sold as of the last business day of the
Registrant's most recently completed second fiscal quarter was $0.
As
of April 15, 2010, the Registrant had 2,250,000 shares of Common Stock, $.001
par value, issued and outstanding.
DOCUMENTS INCORPORATED BY
REFERENCE
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Documents
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Form 10-K/A
Reference
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None
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Not
Applicable
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EXPLANATORY
NOTE
Teen
Education Group, Inc. (“we,” “us,” “our,” “Teen Education” or the “Company”) is
filing this Amendment to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 in order to provide an audit report from Kyle L. Tingle,
CPA, LLC, the independent registered public accounting firm responsible for
auditing our financial statements, covering the balance sheet as of December 31,
2009, the statements of operations, stockholders’ deficit and cash flows for the
year ended December 31, 2009 and the period April 16,2007 (inception) to
December 31, 2009.
This
Amendment amends only the aforementioned audit report. All other
items and exhibits contained in the Form 10-K as filed on April 15, 2010 remains
unchanged. This Amendment does not reflect facts or events occurring after the
original file date of April 15, 2010 nor modify (except as set forth above) or
update the disclosures in any way.
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 on Form 10 - K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated:
January 18, 2011
TEEN EDUCATION GROUP,
INC.
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By:
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/s/
Zhoufeng Shen
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Zhoufeng
Shen
Chief
Executive Officer
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