UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION10-Q

~~WASHINGTON,~~x ~~D.C.~~QUARTERLY ~~20549~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FORMFor 10-Qthe quarterly period ended December 31, 2010

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
OR
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION FROM _______ TO ________.

OR

~~COMMISSION~~o ~~FILE~~TRANSITION ~~NUMBER:~~REPORT ~~333-147045~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TEENFor EDUCATIONthe GROUP,transition INC.period (Exactfrom Name of Small Business Issuer as Specified in its Charter)to

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)

Commission file number 000-53169

Issuer'sTEEN telephoneEDUCATION number:GROUP, (406) 270-4158INC.

~~N/A~~(Exact Name of Registrant as Specified in Its Charter)

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


Delaware		26-032648
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification 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 x No o


NO. 288 Maodian Road Liantang Industrial Park, Qingpu District Shanghai, PRC		N/A
(Address of Principal Executive Offices)		(Zip Code)

Indicate+86 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 S21-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o39252120

~~Indicate~~(Registrant’s byTelephone ~~check mark whether the registrant is a large accelerated filer~~Number, anIncluding ~~accelerated~~Area 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 oneCode):

~~Large~~Indicate ~~accelerated~~by ~~Filer~~check omark ~~Accelerated~~whether ~~filer~~the oregistrant: ~~Non-accelerated~~(1) ~~filer~~has filed all reports required to be filed by Section 13 or 15(Dod) ~~not~~of ~~check~~the ifSecurities aExchange ~~smaller~~Act ~~reporting~~of ~~company~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), oand ~~Smaller~~(2) ~~reporting~~has ~~company~~been subject to such filing requirements for the past 90 days.Yes x No o

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. ~~(as~~See ~~defined~~the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). ~~Yes x No~~ o

~~State~~Large ~~the~~accelerated ~~number~~filer ofo ~~shares~~Accelerated ~~outstanding~~filer ofo ~~each~~Non-accelerated offiler ~~the~~o ~~issuer's~~Smaller ~~classes~~Reporting ofCompany ~~common equity, as of the latest practicable date:~~x

AtIndicate ~~September~~by ~~30,~~check ~~2010,~~mark ~~and~~whether asthe ofregistrant ~~the~~is ~~date~~a ~~hereof,~~shell ~~there~~company ~~were~~(as ~~outstanding~~defined ~~2,250,000~~in ~~shares~~Rule 12b-2 of the ~~Registrant's~~Exchange ~~Common~~Act).Yes ~~Stock,~~o ~~$.001~~No ~~par~~x ~~value.~~

~~PART~~There Iwere 2,500,000 shares outstanding of the issuer’s common stock, par value $0.001 per share, as of February 22, 2011.

~~FINANCIAL~~TABLE ~~INFORMATION~~OF CONTENTS

ITEMTEEN 1EDUCATION GROUP, INC. FINANCIAL STATEMENTSFORM 10-Q QUARTERLY REPORT

2TABLE OF CONTENTS

TEEN EDUCATION GROUP, INC.


	Page
PART I — FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of December 31, 2010 and June 30, 2010 (Unaudited)		2
Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2010 and 2009 (Unaudited)		3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2010 and 2009 (Unaudited)		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		19
ITEM 4. CONTROLS AND PROCEDURES		19
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		21
ITEM 1A. RISK FACTORS		21
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		21
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		21
ITEM 5. OTHER INFORMATION		21
ITEM 6. EXHIBITS		21
SIGNATURES		22

~~(A Development Stage Enterprise)~~ i

~~SEPTEMBER~~TABLE ~~30,~~OF ~~2010~~CONTENTS

DECEMBERTEEN 31EDUCATION GROUP, 2009INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	December 31, 2010		June 30, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	1,087,402	$	2,786,069
Accounts receivable, net		2,754,853		1,148,177
Inventories		4,276,320		3,676,681
Other receivables, net		38,217		171,341
Value added tax recoverable		756,091		237,292
Advances to vendors		261,771		1,037,363
Prepaid expenses		105,502		52,037
Loan to non-related third parties		—		1,327,159
Total current assets		9,280,156		10,436,119
Property and equipment, net		373,947		310,280
Total Assets	$	9,654,103	$	10,746,399
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	3,786,553	$	3,686,554
Accounts payable		694,202		748,310
Advances from customers		189,370		103,978
Accrued expenses and other liabilities		61,049		10,462
Taxes payable		148,479		59,578
Due to related parties		4,284,104		5,936,768
Total current liabilities		9,163,757		10,545,650
Stockholders’ equity
Common Stock, $0.001 par value, 100,000,000 shares authorized, 2,500,000 shares issued and outstanding as of December 31, 2010 and June 30, 2010.		2,500		2,500
Additional paid in capital		142,197		142,197
Retained earnings		300,983		56,876
Statutory reserves		27,123		—
Accumulated other comprehensive income (loss)		17,543		(824	)
Total stockholders’ equity		490,346		200,749
Total Liabilities and Stockholders’ Equity	$	9,654,103	$	10,746,399

~~TEEN~~ The ~~EDUCATION~~accompanying ~~GROUP,~~notes ~~INC~~are an integral part of these condensed consolidated financial statements.

~~(A DEVELOPMENT STAGE ENTERPRISE)~~2

TABLE OF 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

TEEN EDUCATION GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


	For The Three Months Ended December 31,						For The Six Months Ended December 31,
	2010			2009			2010			2009
Revenues
Automotive supplies revenue	$	6,242,392		$	588,584		$	8,791,980		$	1,388,994
Automotive maintenance service		—			206,514			183,932			436,049
Total revenues		6,242,392			795,098			8,975,912			1,825,043
Cost of revenues
Cost of supplies		5,262,322			373,298			7,458,828			1,112,583
Cost of maintenance service		—			26,170			11,036			40,983
Total cost of revenues		5,262,322			399,468			7,469,864			1,153,566
Gross profit		980,070			395,630			1,506,048			671,477
Selling, general and administrative expenses		584,721			319,355			1,006,983			575,992
Operating income		395,349			76,275			499,065			95,485
Other (income) expenses
Interest income		(530	)		(53	)		(982	)		(71	)
Interest expenses		53,644			—			106,249			—
Other expenses		10,305			772			5,649			1,598
Total other (income) expenses		63,419			719			110,916			1,527
Income before income taxes		331,930			75,556			388,149			93,958
Provision for income taxes		82,983			69,622			116,920			72,372
Net income	$	248,947		$	5,934		$	271,229		$	21,586
Other comprehensive income (loss)
Foreign currency translation gain (loss)		6,920			(21	)		18,367			8,642
Comprehensive income	$	255,867		$	5,913		$	289,596		$	30,228
Basic and diluted income per common share
Basic	$	0.10		$	0.002		$	0.11		$	0.01
Diluted	$	0.10		$	0.002		$	0.01		$	0.01
Weighted average common shares outstanding
Basic		2,500,000			2,500,000			2,500,000			2,500,000
Diluted		2,500,000			2,500,000			2,500,000			2,500,000

~~TEEN~~ The ~~EDUCATION~~accompanying ~~GROUP,~~notes ~~INC~~are an integral part of these condensed consolidated financial statements.

~~(A Development Stage Enterprise)~~3

~~BALANCE~~TABLE ~~SHEETS~~OF CONTENTS

	September 30, 2010 (Unaudited)		December 31, 2009 (Audited)
ASSETS
CURRENT ASSETS	$	0	$	833
Total current assets	$	0	$	0
Total assets	$	0	$	833

TEEN EDUCATION GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

LIABILITIES AND STOCKHOLDERS' DEFICIT


	For The Six Month Ended December 31,
	2010			2009
Cash flows from operating activities
Net income	$	271,229		$	21,586
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		39,765			40,322
Allowance for doubtful accounts		(34,419	)		1,237
Inventory allowance		10,057			—
Changes in assets and liabilities:
(Increase) decrease in -
Account receivables		(1,519,937	)		(308,437	)
Inventory		(501,801	)		(673,672	)
Other receivables		136,351			(150,255	)
Value added tax recoverable		(503,996	)		(13,085	)
Prepaid expenses		(47,482	)		(33,781	)
Advance to vendors		790,607			(73,718	)
Increase (decrease) in -
Accounts payable		(73,191	)		436,824
Advance from customers		81,224			(604,734	)
Accrued expenses and other liabilities		49,481			529,781
Taxes payable		85,861			18,503
Net cash used in operating activities		(1,216,251	)		(809,429	)
Cash flows from investing activities
Purchase of property and equipment		(94,114	)		(241,055	)
Proceeds from loan to outside party		1,340,900			—
Net cash provided by (used in) investing activities		1,246,786			(241,055	)
Cash flows from financing activities
Proceeds (payments) from (to) related parties		(1,784,084	)		1,161,588
Net cash provided by (used in) financing activities		(1,784,084	)		1,161,588
Effect of exchange rate changes on cash and cash equivalents		54,882			88
Net increase (decrease) in cash and cash equivalents		(1,698,667	)		111,192
Cash and cash equivalents, beginning of period		2,786,069			96,883
Cash and cash equivalents, end of period	$	1,087,402		$	208,075
Supplemental disclosures of cash flow information:
Interest paid	$	106,249		$	—
Income taxes paid	$	28,019		$	53,834

CURRENT LIABILITIES
Accounts payable	$	2,500		$	2,945
Officers advances		22,243			16,238
Total current liabilities	$	24,953		$	19,183
STOCKHOLDERS’ DEFICIT
Preferred stock: $.001 par value;
authorized 5,000,000 shares; none issued or
outstanding at September 30, 2010 and
December 31, 2009
Common stock: $.001 par value;
authorized 100,000,000 shares; issued
and outstanding: 2,250,000 shares at
September 30, 2010 and December 31, 2009		2,250			2,250
Additional paid-in capital		27,750			27,750
Accumulated deficit during development stage		(54,953	)		(49,183	)
Total stockholders’ deficit	$	(24,953	)	$	(19,183	)
Total liabilities and
stockholders’ deficit	$	0		$	833

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~See Accompanying Notes to Financial Statements~~4

5TABLE OF CONTENTS

TEEN EDUCATION GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(ANOTE Development1. StageORGANIZATION Enterprise)AND BASIS OF PRESENTATION

~~STATEMENTS~~Teen OFEducation ~~OPERATIONS~~Group, Inc. (“we,”, “us”, “our”, “Teen Education” or the “Company”), a Delaware corporation, incorporated on April 16, 2007, acquired an automotive parts distribution company, Hongkong Charter International Group Limited (“Hongkong Limited”) pursuant to a share exchange agreement (the “Exchange Agreement”), dated November 12, 2010.

The closing of the transaction (~~UNAUDITED~~the “Closing”) took place on November 12, 2010 (the “Closing date”). On the closing date, pursuant to the terms of the Exchange Agreement, Hongkong Limited became a wholly owned subsidiary of the Company.

	Nine Months Ended						Apr. 16, 2007 (inception) to
	September 30, 2010			September 30, 2009			September 30, 2010
Revenues	$	0		$	0		$	0
Cost of revenue		0			0			0
Gross profit	$	0		$	0		$	0
General, selling and
administrative expenses		5,770			4.531			54,953
Operating loss	$	(5,770	)	$	(4,531	)	$	(54,953	)
Nonoperating income (expense)		0			0			0
Net loss	$	(5,770	)	$	(4,531	)	$	(54,953	)
Net loss per share, basic
and diluted	$	(0.00	)	$	(0.00	)	$	(0.02	)
Average number of shares
of common stock outstanding		2,250,000			2,250,000			2,250,000

Hongkong Limited was incorporated in Hong Kong on August 21, 2009 and owns 100% of the issued and outstanding capital stock of Shanghai Vomart Auto Parts Co., Ltd. (“Shanghai Vomart”). Shanghai Vomart was incorporated in Shanghai, People’s Republic of China (“PRC”) in January 2008 with registered capital in an amount of RMB 1,000,000 (equivalent to $144,697). In 2008 and 2009, the Company established four wholly-owned subsidiaries: Shanghai Vomart Nanjing, Ningbo, Hangzhou and Shijiazhuang. In 2010, the Company established the fifth wholly-owned subsidiary, Huai An in Huai An City, Jiangsu province. Currently, the Company owns thirty-seven (37) stores in nine (9) provinces and municipalities. Shanghai Vomart and its subsidiaries are engaged in automotive parts and accessories distribution and providing automotive maintenance services (which was temporarily suspended in August, 2010) in China. The Company distributes a broad selection of international brand name (such as Philips, Mahle, Denso, Bosch and Osram) as well as private label automotive replacement parts, such as accessories and maintenance items for cars, minivans, vans, sport utility vehicles, light trucks, and heavy-duty trucks. The typical products include batteries, brake pads, filters, oils and transmission fluid.

~~See~~The ~~Accompanying~~Company’s ~~Notes~~financial tostatements ~~Financial~~have ~~Statements~~been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

6The accompanying unaudited condensed consolidated financial statements reflect all material adjustments consisting of only normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the Management’s Discussion and Analysis and the condensed consolidated financial statements and notes thereto included in Form 8-K/A No.2 as filed with the Securities and Exchange Commission on February 11, 2011.

~~TEEN~~The ~~EDUCATION~~results ~~GROUP~~of operations for the six months ended December 31, ~~INC~~2010 are not necessarily indicative of the results to be expected for the entire year or for any other period.

(ANOTE Development2. StageSUMMARY Enterprise)OF SIGNIFICANT ACCOUNTING POLICIES

STATEMENTSPrinciple OFof STOCKHOLDERS’ DEFICITconsolidation

The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Shanghai Vomart and Shanghai Vomart’s five wholly-owned subsidiaries (~~UNAUDITED~~the “PRC subsidiaries”). All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

							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, December 31, 2009								(8,335	)		(8,335	)
Balance, December 31, 2009		2,250,000	$	2,250		27,750		(49,183	)		(19,183	)
Net loss, September 30, 2010								(5,770	)		(5,770	)
Balance, September 30, 2010		2,250,000	$	2,250	$	27,750	$	(54,953	)	$	(24,953	)

~~See~~TABLE ~~Accompanying~~OF ~~Notes to Financial Statements~~CONTENTS

7TEEN EDUCATION GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TEENNOTE EDUCATION2. GROUP,SUMMARY INC.OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

(AUse Developmentof Stage Enterprise)estimates

~~STATEMENTS~~In OFpreparing ~~CASH~~the ~~FLOWS~~financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets, the valuation of inventories, allowances for doubtful accounts and useful lives for property and equipment. Actual results could differ from those estimates.

(UNAUDITED)Cash and cash equivalents

	Nine Months						Apr. 16, 2007 (inception) to
	September 30, 2010			September 30, 2009			September 30, 2010
Cash Flows From
Operating Activities
Net loss	$	(5,770	)	$	(4,531	)	$	(54,953	)
Adjustments to reconcile net loss to cash used in operating activities:
Changes in assets and liabilities Increase (decrease) in accounts payable		(445)			0			2,500
Net cash used in operating activities	$	(6,215	)	$	(4,531)		$	(52,453)
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		6,215			4,531			22,453
Net cash provided by financing activities	$	6,215		$	4,531		$	52,453
Net increase (decrease) in cash	$	0		$	(394	)	$	0
Cash, beginning of period		0			833		$	0
Cash, end of period	$	0		$	439		$	0
Supplemental Information and Non-monetary Transactions:
Interest paid	$	0		$	0		$	0
Taxes paid	$	0		$	0		$	0

Cash equivalents include all short-term, highly liquid investments with an initial maturity of three months or less when purchased. All credit and debit card transactions that settle in less than seven days are also classified as cash and cash equivalents.

~~See~~The ~~Accompanying~~Company ~~Notes~~maintains bank accounts in the PRC, which are not covered by insurance. The Company has not experienced any losses in such accounts and management believes it is not exposed to ~~Financial~~any ~~Statements~~risks on its cash in bank accounts.

8Accounts receivable

~~Note~~Accounts ~~1. Nature~~receivables are recorded at net realizable value consisting of ~~Business~~the ~~and~~carrying ~~Significant~~amount ~~Accounting~~less ~~Policies~~an allowance for uncollectible amounts, as needed.

~~NATURE~~The OFCompany ~~BUSINESS:~~uses the aging method to estimate the valuation allowance for anticipated uncollectible receivable balances. Under the aging method, bad debt percentages determined by management based on historical experience as well as current economic climate are applied to customers’ balances categorized by the number of months the underlying invoices have remained outstanding. The valuation allowance balance is adjusted to the amount computed as a result of the aging method. When facts subsequently become available to indicate that the allowance provided requires an adjustment, then the adjustment will be classified as a change in estimate. There were allowances of $6,938 and $36,316 for uncollectible amounts as of December 31, 2010 and June 30, 2010, respectively.

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

AInventory ~~SUMMARY~~is OFmainly ~~THE~~composed ~~COMPANY’S~~of ~~SIGNIFICANT~~automotive ~~ACCOUNTING~~parts ~~POLICIES~~and ISsupplies. ASInventories ~~FOLLOWS:~~are stated at the lower of cost or market, as determined on a weighted average basis, or market. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the market value. These reserves are recorded based on estimates and reflected in cost of sales. Inventory allowance as of December 31, 2010 and June 30, 2010, was $10,224 and $0 respectively.

ESTIMATESAdvances to vendors

~~The~~Advances ~~preparation~~to vendors consist of ~~financial~~balances ~~statements~~paid into ~~conformity~~the ~~with~~Company’s ~~generally~~suppliers ~~accepted~~but ~~accounting~~the ~~principles~~service ~~requires~~or ~~management~~goods have not been provided or received. Advances to ~~make~~vendors ~~estimates~~are ~~and~~reviewed ~~assumptions~~periodically ~~that~~to ~~affect~~determine whether the ~~reported~~carrying ~~amounts~~value ofhas ~~assets~~become ~~and~~impaired. ~~liabilities~~The ~~and~~Company ~~disclosure~~considers ofthe ~~contingent~~ assets ~~and~~to ~~liabilities~~be atimpaired if the ~~date~~realization of the ~~financial~~services ~~statements~~ and ~~the~~goods ~~reported~~become ~~amounts~~doubtful. ofThere ~~revenues~~was ~~and~~no ~~expenses~~allowance ~~during~~as ~~the~~of ~~reporting~~December ~~period. Actual~~31, ~~results~~2010 ~~could~~and ~~differ~~June ~~from~~30, ~~those estimates~~2010.

CASHProperty and equipment

~~For~~Property ~~the~~and ~~Statements~~equipment ofare ~~Cash~~recorded ~~Flows,~~at ~~all~~cost ~~highly~~less ~~liquid~~accumulated ~~investments~~depreciation ~~with~~and ~~maturity~~any impairment losses. The cost of ~~three~~an ~~months~~asset orcomprises ~~less~~of ~~are~~its ~~considered~~purchase price and any directly attributable costs of bringing the asset to beits ~~cash~~working ~~equivalents~~condition and location for its intended use. ~~There~~ ~~were~~Expenditure noincurred ~~cash~~after ~~equivalents~~the asfixed ofassets ~~September~~have 30been put into operation, ~~2010~~such as repairs and ~~December~~maintenance ~~31,~~and ~~2009.~~overhaul costs are expenses when incurred

~~INCOME TAXES~~6

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

9TEEN EDUCATION GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FAIRNOTE VALUE2. SUMMARY OF FINANCIALSIGNIFICANT INSTRUMENTSACCOUNTING POLICIES – (continued)

~~The~~Any ~~Company’s~~gain ~~financial~~or ~~instruments~~loss ason ~~defined~~disposal byor ~~FASB~~retirement ~~ASC~~of ~~825-10-50~~a ~~include~~fixed ~~cash,~~asset ~~trade~~is ~~accounts~~recognized ~~receivable,~~as ~~and~~the ~~accounts~~difference ~~payable~~between the net sales proceeds and ~~accrued~~the ~~expenses~~carrying amount of the relevant asset. ~~All~~When ~~instruments~~property ~~are~~and ~~accounted~~equipment ~~for~~are onretired aor ~~historical~~otherwise ~~cost~~disposed ~~basis~~of, ~~which~~the ~~due~~asset toand ~~the~~accumulated ~~short~~depreciation ~~maturity~~are ofremoved ~~these~~from ~~financial~~the ~~instruments,~~accounts ~~approximate~~and ~~fair~~the ~~value~~resulting atprofit ~~September~~or ~~30,~~loss ~~2010~~is recognized.

~~FASB~~Depreciation ~~ASC~~is ~~820~~computed ~~defines~~using ~~fair~~the ~~value,~~straight-line ~~establishes~~method aover ~~framework~~the ~~for~~estimated ~~measuring~~useful ~~fair~~lives ~~value~~of inthe ~~accordance with generally accepted accounting principles, and expands disclosure about fair value measurements~~assets. ~~FASB~~Estimated ~~ASC~~useful ~~820~~lives ~~establishes~~of ~~a three-tier fair value hierarchy which prioritizes~~ the ~~inputs~~assets ~~used~~are ~~in measuring fair value~~ as follows:

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


Office equipment		3 years
Furniture and fixture		5 years
Automobiles		7 years

LevelImpairment 2. Inputs,of otherlong-lived than the quoted prices in active markets, that are observable either directly or indirectly; andassets

~~Level~~Long-lived ~~3. Unobservable~~assets, ~~inputs~~which include equipment, furniture and fixtures and automobiles, are reviewed for impairment whenever events or changes in ~~which~~circumstances ~~there~~indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is ~~little~~measured orby noa ~~market~~comparison ~~data,~~of ~~which~~the ~~requires~~carrying amount of an asset to the ~~reporting~~estimated ~~entity~~undiscounted future cash flows expected to ~~develop~~be generated by the assets. If the carrying amount of an asset exceeds its ~~own~~estimated ~~assumptions~~undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. No impairment loss was recorded as of December 31, 2010 and June 30, 2010.

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

~~SHARE~~The ~~BASED~~Company ~~EXPENSES~~recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting receivable is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the customer, which occurs upon delivery of goods, and objective evidence exists that customer acceptance provisions have been met. Deposits or advance payments from customers prior to delivery of goods and passage of title of goods are recorded as advance from customers.

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

~~The~~Costs ~~Company~~of ~~accounts~~sales ~~for~~include ~~stock-based~~costs ~~compensation~~of ~~issued to non-employees and consultants in accordance with~~ the ~~provisions~~automotive ofparts ~~FASB~~sold ~~ASC~~and ~~505-50~~used, ~~“EQUITY~~as –well ~~BASED~~as ~~PAYMENTS~~inbound TOfreight ~~NON-EMPOLYEES~~costs.” ~~Measurement~~Write-down of ~~share-based~~inventory ~~payment~~to ~~transactions~~lower ~~with non-employees is based on the fair value~~ of ~~whichever~~cost ~~is more reliably measurable; (A) the goods~~ or ~~services~~market ~~received, or (B) the equity instruments issued. The fair value of the share-based payment transaction~~ is ~~determined~~also atrecorded ~~the~~in ~~earlier~~cost of ~~performance commitment date or performance completion date~~sales.

GOINGSelling, CONCERNgeneral and administrative expenses

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

10Income taxes

~~RECENT~~The ~~ACCOUNTING~~Company ~~PRONOUNCEMENTS~~accounts for income tax under the provisions of Accounting Standards Codification (“ASC”) 740, “Accounting for Income Taxes”, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, whenever necessary, against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

~~Recently Implemented Standards~~7

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

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

TheNOTE Company refers to FASB ASC 605-25 “MULTIPLE ELEMENT ARRANGEMENTS” in recognizing revenue from agreements with multiple deliverables2. ThisSUMMARY statementOF providesSIGNIFICANT principlesACCOUNTING forPOLICIES allocation– of consideration among its multiple-elements, allowing more flexibility in identifying and accounting for separate deliverables under an arrangement. The EITF introduces as estimated selling price method for valuing the elements of a bundled arrangement if vendor-specific objective evidence or third-party evidence of selling price is nor available, and significantly expands related disclosure requirements. This standard is effective on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Alternatively, adaptation may be on a retrospective basis, and early application is permitted. The Company does not expect the adoption of this statement to have a material effect on its consolidated financial statements or disclosures.(continued)

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

11The Company is subject to value added tax (“VAT”) at a 17% rate on the amount of goods sold or maintenance services provided. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice of the PRC, the Company paid VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued.

~~RECENTLY~~The ~~ISSUED~~VAT ~~STANDARDS~~collected from sales is not revenue of the company, and is recorded as a liability on the balance sheet until such VAT is paid. The Company reports revenue net of PRC’s VAT for all periods presented in the consolidated statement of operations.

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

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

InFor ~~June~~financial ~~2009,~~reporting ~~the FASB issued Statement of Financial Accounting Standards No. 166~~purposes, ~~ACCOUNTING~~RMB ~~FOR~~has ~~TRANSFERS~~been OFtranslated ~~FINANCIAL~~into ~~ASSETS~~United ANStates ~~AMENDMENT~~dollars ~~OF FASB STATEMENT NO. 140~~ (“~~Statement~~USD”, ~~No. 166~~“$”). ~~Statement~~as ~~No.~~the ~~166~~reporting ~~revises FASB Statement of Financial Accounting Standards No~~currency. ~~140,~~Assets ~~ACCOUNTING~~and ~~FOR~~liabilities ~~TRANSFERS~~are ~~AND~~translated ~~EXTINGUISHMENT~~at OFthe ~~LIABILITIES~~exchange Arate ~~REPLACEMENT~~in OFeffect ~~FASB~~at ~~STATEMENT~~the ~~125~~balance ~~(“Statement~~sheet Nodate. ~~140”)~~Revenues and ~~requires~~expenses ~~additional~~are ~~disclosure~~translated ~~about~~at ~~transfers~~the ofaverage ~~financial~~rate ~~assets,~~of ~~including~~exchange ~~securitization~~prevailing ~~transactions,~~during ~~and any continuing expose to~~ the ~~risks~~reporting ~~related to transferred financial assets~~period. ItTranslation ~~also~~adjustments ~~eliminates~~arising from the ~~concept~~use of adifferent ~~“qualifying~~exchange ~~special~~rates ~~purpose~~from ~~entity”,~~period ~~changes~~to ~~the~~period ~~requirements~~are ~~for~~included ~~derecognizing~~as ~~financial~~a ~~assets,~~component ~~and~~of ~~enhances~~shareholders’ ~~disclosure~~equity ~~requirements.~~as ~~Statement~~“Accumulated ~~No.~~other ~~166~~comprehensive isincome”. ~~effective~~Gains ~~prospectively,~~and ~~for~~losses ~~annual~~resulting ~~periods~~from ~~beginning~~foreign ~~after~~currency ~~November~~translations ~~15,~~are ~~2009,~~included ~~and~~in ~~interim~~accumulated ~~and~~other comprehensive ~~annual periods thereafter~~income.

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


	Six Months Ended December 31,
Exchange Rate	2010		2009
US$/RMB exchange rate at periods ended		6.6023		6.8270
Average US$/RMB exchange rate		6.7119		6.8291

Note 2. Stockholders Equity


	Three Months Ended December 31,
Exchange Rate	2010		2009
Average US$/RMB exchange rate		6.6557		6.8274

COMMONComprehensive STOCKincome

~~The~~ASC ~~authorized~~220, ~~common~~“Comprehensive ~~stock~~Income”, ofrequires ~~the~~disclosure ~~Company~~of ~~consists~~all components of ~~100,000,000~~comprehensive ~~shares~~income ~~with~~and ~~par~~loss ~~value~~on ofan $0annual and interim basis.~~001. On~~ ~~April~~Comprehensive ~~17,~~income ~~2007,~~and loss is defined as the ~~Company~~change ~~authorized~~in equity of a business enterprise during a period from transactions and ~~issued~~other ~~2,000,000~~events ~~shares~~and ofcircumstances ~~its~~from $0non-owner sources.~~001~~ ~~par~~Accumulated ~~value~~other ~~common~~comprehensive ~~stock~~income inarose ~~consideration~~from ofthe ~~$5,000~~changes in ~~cash~~foreign currency exchange rates.

OnFair Decembervalue 12,of 2007financial 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.instruments

~~PREFERRED~~The ~~STOCK~~Company’s financial instruments include cash and cash equivalents, accounts receivable, advances to suppliers, other receivables, accounts payable, accrued expenses, and other loans payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.

The authorized preferred stock of the Company consists of 5,000,000 shares with a par value of $0.01. The Company has no preferred stock issued or outstanding as of September 30, 2010 and December 31, 2009.8

12TABLE OF CONTENTS

NETTEEN LOSSEDUCATION PERGROUP, COMMONINC. SHARENOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NetNOTE loss per share is calculated in accordance with FASB ASC 260, “Earnings Per Share2.” The weighted-averageSUMMARY numberOF ofSIGNIFICANT commonACCOUNTING sharesPOLICIES 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.(continued)

~~Note~~The 3Company computes earnings per share (“EPS”) in accordance with ASC 260 “Earning Per Share”. ~~Income~~ ~~Tax~~ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later, using the treasury stock method. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

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

~~The~~Financial ~~net~~instruments ~~federal~~that ~~operating~~potentially ~~loss~~subject ~~carry~~the ~~forward~~Company ~~will~~to ~~expire~~concentration ~~between~~of ~~2026~~credit risk consist primarily of accounts receivable and ~~2029~~other receivables. ~~This~~ ~~carry~~The ~~forward~~Company ~~may~~does benot ~~limited~~require ~~upon~~collateral ~~the~~or ~~consummation~~other security to support these receivables. The Company conducts periodic reviews of aits ~~business~~clients’ ~~combination~~financial ~~under~~condition ~~IRC~~and ~~Section~~customer ~~381~~payment practices to minimize collection risk on accounts receivable.

NoteEmployment 4. Related Party TransactionsContracts

~~The~~Under ~~Company neither owns nor leases any real or personal property. An officer or resident agent of~~ the ~~corporation~~PRC ~~provides~~labor ~~office~~law, ~~services~~all ~~without~~employees ~~charge. Such costs are immaterial to the financial statements and accordingly,~~ have ~~not~~signed ~~been~~employment ~~reflected~~contracts ~~therein. The~~with ~~officers and directors for~~ the Company ~~are involved in other business activities and may, in the future, become involved in other business opportunities~~. If aThe ~~specific~~CEO ~~business~~has ~~opportunity becomes available, such persons may face~~ a ~~conflict~~26 inmonths ~~selecting~~employment ~~between~~contract ~~the Company~~ and ~~their other business interest. The Company has not formulated a policy for~~ the ~~resolution~~rest of ~~such~~employees ~~conflicts. As~~have ofa ~~September~~one ~~30,~~year ~~2010~~employment ~~and~~contract ~~December~~renewable ~~31,~~on ~~2009~~an ~~the~~annual ~~Company owed its officers $22,243 and $16,238 respectively~~basis.

NoteNOTE 53. Warrants andPROPERTY OptionsAND EQUIPMENTS

~~There~~Property, ~~are~~and noequipment ~~warrants~~is orcomprised ~~options outstanding to acquire any additional shares~~ of: ~~common stock of the Company.~~


	December 31, 2010			June 30, 2010
Office equipment	$	116,195		$	129,981
Furniture and fixture		81,210			44,414
Automobiles		295,737			217,148
Total:		493,142			391,543
Less: accumulated depreciation		(119,195	)		(81,263	)
Property, and equipment, net	$	373,947		$	310,280

~~ITEM~~Depreciation ~~2. MANAGEMENT'S~~expense ~~DISCUSSION~~for ~~AND~~the ~~ANALYSIS~~three OFmonths ~~FINANCIAL~~ended ~~CONDITION~~December ~~AND~~31, ~~RESULTS~~2010 OFand ~~OPERATIONS~~2009 were $22,576 and $13,767, and for the six months ended December 30, 2010 and 2009 was $37,933 and $40,347, respectively.

GenerallyNOTE 4. SHORT-TERM BORROWINGS

~~Teen~~The ~~Education~~Company ~~Group~~has a loan payable in the amount of $1.51 million (in equivalent to RMB 10 million) to China Construction Bank(CCB), ~~Inc~~ Qingpu Branch. ~~was~~The ~~incorporated~~loan onhas ~~April~~one 19year term from May 31, ~~2006~~2010 into ~~the~~May ~~State~~30, 2011 at a fixed interest rate of ~~Delaware~~5.31% per year. The loan is guaranteed by a non-related third party.

~~Principal~~On ~~Services~~June 23, 2010, the Company signed a loan contract with China CITIC Bank for the amount of around $2.27 million (in equivalent to RMB 15 million). The loan has one year term with a variable rate, which shall increase each quarter by a compound rate of 10% over the initial annual rate of 5.31%. The loan is guaranteed by Yi Ben Ma Group, an affiliated company. Mr. Anming Yu is the major shareholder of Yi Ben Ma Group. Each bank has indicated a willingness to renew the loan upon the maturity. In addition, Yi Ben Ma Group has indicated that it will provide similar support for these loan facilities as it has in the past.

WeSee ~~had been~~note in7 ~~the process of establishing ourselves as providing a financial literacy and money management educational program~~ for ~~teenagers~~related onparty aborrowing ~~fee for service offered basis~~disclosure.

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.9

~~Financial~~TABLE ~~Condition.~~OF CONTENTS

SinceTEEN weEDUCATION haveGROUP, hadINC. aNOTES limited operating historyTO andUNAUDITED haveCONDENSED not achieved anyCONSOLIDATED revenues orFINANCIAL earnings from operations, with limited significant assets and financial resources, we will in all likelihood sustain operating expenses without corresponding revenues.STATEMENTS

LiquidityNOTE 5. TAXES

As of December 31, 2009, we had assets of $833 and total liabilities of $19,183 and we had (a) negativeCorporation netincome worthtax of $19,183. As of September 30, 2010, we had no assets and total liabilities of $24,953 and a negative net worth of $24,953.(“CIT”)

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

WeThe ~~have officer's advances~~Company ofwas ~~$16~~incorporated in Hong Kong,~~238~~ ~~from~~and ~~inception~~was subject to ~~December~~a ~~31,~~current ~~2009~~income ~~and~~tax ~~$22,243~~rate asof at16.5% ~~September~~to 30the estimated taxable income earned in or derived from Hong Kong during the period, ~~2010~~if applicable.

ShellPeople’s Issues.Republic of China (“PRC”)

OnThe ~~June~~Company’s ~~29,~~PRC ~~2005, the Securities~~subsidiaries ~~and Exchange Commission adopted~~are ~~final~~governed ~~rules amending~~by the ~~Form~~Income ~~S-8~~Tax ~~and~~Law of the ~~Form~~PRC ~~8-K~~concerning ~~for shell companies like us. The amendments expand~~ the ~~definition~~private-run ofenterprises, awhich ~~shell~~are ~~company~~generally subject to betax ~~broader~~at ~~than~~ a ~~company~~new ~~with~~statutory norate ~~or nominal operations/assets or assets consisting~~ of ~~cash~~25% ~~and~~on ~~cash~~income ~~equivalents, the amendments prohibit the~~reported ~~use~~in ofthe astatutory ~~From~~financial ~~S-8~~statements (aafter ~~form~~appropriate ~~used~~tax byadjustments. ~~a corporation to~~

register securities issuedReconciliation to an employee, director, officer, consultant or advisor, under certain circumstances), and revise the Form 8-K to require a company to include current Form 10 information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. The rulesdifferences arebetween designedstatutory totax assurerate thatand investors in shell companies that acquire operations or assets have access on a timely basis to the sameeffective kindtax of information as is available to investors in public companies with continuing operations.rate

OnReconciliation ~~February~~between ~~15,~~total ~~2008,~~income ~~the~~tax ~~Securities~~expense 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~~amount ~~current revised~~computed ~~holding periods applicable to affiliates and non-affiliates is not now available for securities currently issued~~ by ~~either~~applying 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~~PRC orstatutory ~~non-reporting issuer~~income ~~(i)~~tax ~~had~~rate ~~ceased~~of to25% ~~be a shell, (ii) is subject~~ to ~~the~~income 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~~taxes ~~sold~~is ~~Rule~~as ~~144.~~follows:


	For the three months ended December 31,				For the six months ended December 31,
	2010		2009		2010		2009
Income before taxes	$	331,930	$	75,566	$	388,149	$	93,958
Computed income tax expenses, at 25% statutory rate		82,983		18,889		97,037		23,489
Effect of income tax timing difference		—		50,733		19,883		48,882
Tax provision		82,983		69,622		116,920		72,371

ITEMNOTE 36. QUANTITATIVE ANDSTATUTORY QUALITATIVESURPLUS DISCLOSURES ABOUT MARKET RISK.RESERVES

~~Not~~According ~~applicable~~ to ~~smaller~~relevant ~~reporting~~PRC laws, companies registered in PRC are required to allocate at least 10% of their after-tax net income determined under GAAP in the PRC to a statutory surplus reserve account until the reserve account balance reaches 50% of the company’s registered capital. The amount of Vomart’s net assets that may not be transferred to the parent in the form of dividends or loan etc. is $72,349 (50% of registered capital) due to this restriction. Distribution of dividends or loans to overseas shareholders may be subject to approval of some Chinese government agencies, such as Foreign Exchange Administrative Authorities or tax authorities, etc.

~~ITEM~~As ~~4.T. CONTROLS~~of ~~AND~~December ~~PROCEDURES~~31, 2010 and June 30, 2010, the amount of statutory surplus reserve is $27,123 and $0, respectively.

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

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


	December 31, 2010		June 30, 2010
Yi Ben Ma Group^(a)	$	4,284,104	$	5,812,215
Anming Yu^(a)		—		72,525
Zhoufeng Shen^(b)		—		52,028
Total	$	4,284,104	$	5,936,768

·(a) ~~Pertain~~Yi toBen Ma Group (“YBM”) is an affiliate of the ~~maintenance~~Company. The majority shareholder (60.32%) of ~~records~~YBM, ~~that~~Mr. Anming Yu, is the father-in-law ~~reasonable~~of ~~detail~~Mr. ~~accurately~~Qun Hu, the majority shareholder (52%) and ~~fairly~~chairman ~~reflect~~of the ~~transactions~~board of directors of the Company. Mr. Yu’s spouse and ~~dispositions~~daughter own 25.23% and 14.45%, respectively, of ~~our~~the ~~assets;~~issued and outstanding shares of YBM. Mr. Yu, Mr. Yu’s spouse and daughter, and Mr. Yu’s

· 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; and10

·TABLE ~~Provide~~OF ~~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.~~CONTENTS

InternalTEEN controlEDUCATION overGROUP, financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitationsINC. It isNOTES aTO processUNAUDITED thatCONDENSED involves human diligenceCONSOLIDATED andFINANCIAL 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.STATEMENTS

~~Management~~son-in-law ~~has~~collectively ~~used~~hold ~~the~~more ~~framework~~than ~~set~~50% ~~forth~~of in the ~~report~~voting ~~entitled~~ownership ~~Internal Control - Integrated Framework published by the Committee~~ of ~~Sponsoring~~ ~~Organizations of~~YBM group and the ~~Treadway Commission, known~~ ~~as COSO~~Company. Accordingly, ~~to evaluate the~~ ~~effectiveness~~YBM ofand ~~our~~the ~~internal~~Company ~~control~~are ~~over~~under ~~financial~~common ~~reporting~~control.

~~Management~~(b) ~~has~~Mr. ~~concluded~~Zhoufeng ~~that~~Shen ~~our~~is ~~internal~~the ~~control~~Chief ~~over~~Executive ~~financial reporting~~Officer ~~was effective as~~ of the ~~quarter ended September 30, 2010~~Company.

15The funds received from the above related parties were used by the Company as operating capital. The payables are unsecured, non-interest bearing and due upon demand.

~~PART~~On IIJuly 1, 2010, Shanghai Vomart entered into an Exclusive Distribution Agreement (the “Agreement”) with YBM for a twelve-month period ending in June 2011. Under the Agreement, the Company is the sole domestic distributor of certain items manufactured by YBM in China. The distribution of these items commenced during the quarter ended December 31, 2010.

~~OTHER~~Concurrently, ~~INFORMATION~~YBM referred and transferred its domestic customer list, consisting of over a hundred domestic retail customers and second-tier distributors, to Shanghai Vomart. Management estimates the fair value of the retained customer list as of December 31, 2010 to be approximately $1.3 million based on the discounted future cash flows expected from sales to those customers over the next ten years, the estimated life of the intangible asset.

~~ITEM~~Because 1the transfer of the customer list was between the related parties under common control, the customer list was recorded at historical cost, or zero, since YBM obtained those customers on its own and there was no carrying value of the customer list recorded on YBM’s books. ~~LEGAL~~ ~~PROCEEDINGS~~

~~None~~During the three months ended December 31, 2010, the Company began recording sales to certain customers transferred from YBM. The sales to these customers represented 54.84% of the total sales of the Company during this period.

~~ITEM~~For ~~1A. RISK~~the ~~FACTORS.~~three months and six months ended December 31, 2010 and 2009, the Company also had purchase transactions with YBM and its subsidiaries as follows:

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


	For the three months ended December 31,				For the six months ended December 31,
	2010		2009		2010		2009
Purchases from YBM and its subsidiaries	$	3,825,813	$	263,874	$	5,193,264	$	617,830

~~ITEM~~YBM periodically supports the Company by providing working capital. On May 10, 2008, Shanghai Vomart obtained a three-year line of credit from YBM amounting to approximately $7.5 million (RMB 50 million). Such line of credit is unsecured, non-interest bearing and due upon demand. As of December 31, 2010, YBM’s borrowings under this line totaled approximately $4.3 million (RMB 28.2 million). ~~UNREGISTERED~~ ~~SALES~~The OFunused ~~EQUITY~~line ~~SECURITIES~~of ~~AND~~credit ~~USE~~as ~~PROCEEDS~~of December 31, 2010 was $3.2 million (RMB 21.2 million). YBM agreed to continue to provide the Company non-interest bearing loans upon the maturity of the three-year line of credit.

~~None~~See Note 4 for other related party loan guarantee disclosure.

ITEMNOTE 38. DEFAULTS UPONMAJOR SENIOR SECURITIES VENDORS

~~None~~The Company purchases inventories from various vendors. For the three-month period ended December 31, 2010, the Company purchased 39% of its total purchase from Yi Ben Ma Group and 10% from another major vendor. For the three-month period ended December 31, 2009, the Company purchased 24% of its total purchase from Philip China and 17% from another major vendor. For the six-month period ended December 31, 2010, the Company purchased 35% of its total purchase from Yi Ben Ma Group and 11% from another major vendor. For the six-month period ended December 31, 2009, the Company purchased 26% of its total purchase from Philip China Ltd., 13% and 11% from the other two major vendors.

~~ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS~~ 11

~~None~~TABLE OF CONTENTS

ITEMTEEN 5EDUCATION GROUP, INC. OTHER INFORMATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CertainNOTE of our majority shareholders have had preliminary negotiations that, if consummated, may result in a change in control9. In addition to the requirements that apply to us for disclosing information in a Form 8-K or other applicable disclosure document, we have been informed that, if, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to the Securities Exchange Act of 1934, as amended, any persons are to be elected or designated as directors of the Company, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the Company, then, not less than 10 days prior to the date any such persons take office as a director, or such shorter period prior to the date the Securities and Exchange Commission may authorize upon a showing of good cause therefore, the Company shall file with the Securities and Exchange Commission and transmit to all holders of record of securities of the Company who would be entitled to vote at a meeting for election of directors, information substantially equivalent to certain information which would be required by Schedule 14A of Regulation 14A to be transmitted if such person or persons were nominees for election as directors at a meeting of such security holders.COMMITMENTS

AsFrom ~~part~~time ofto ~~any~~time, ~~transaction~~the ~~that~~Company ~~may~~leases ~~result~~office inspaces ~~the~~and ~~change~~stores in ~~our~~Shanghai, ~~control~~Hangzhou, ~~Robert~~Nanjing, L.Ningbo ~~Wilson~~and ~~may~~Shijiazhuang ~~forgive~~in ~~some~~China ~~or all of the $22,243 indebtedness owed~~ to ~~him~~provide bysales ~~us and pay~~ of ~~the~~automotive ~~pending~~parts ~~accounts~~and ~~receivable~~maintenance ofservices ~~$2,500~~business. ~~Further,~~ asThese alease ~~result~~agreements ofare ~~any~~short-term ~~transaction that may result~~ in anature ~~change~~and ofwill ~~our~~expire ~~control~~through orFebruary ~~results in a business combination, our controlling shareholders may transfer the shares of stock owned by them to others or surrender for cancellation to us all or part of their shares of stock~~2012.

16The minimum obligations under such commitments (unless otherwise stated) for the twelve months ended December 31 until their expiration are summarized below:

ITEM 6. EXHIBITS


Year	Amount
2011	$	165,228
2012		4,285
Total	$	169,513

~~The~~Rent ~~following exhibits~~expense ~~are~~for ~~filed~~the ~~with~~three ~~this~~months ~~report:~~ended December 31, 2010 and 2009 was $54 k and $15 k, respectively. For the six months ended December 31, 2010 and 2009 was $83 k and $25 k, respectively.

EXHIBIT
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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SIGNATURESITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PursuantManagement toDiscussion theand requirementsAnalysis of SectionFinancial 13Condition orand 15(d)Results of theOperations Securitiesfor Exchange Act of 1934, the registrantthree hasmonths dulyended causedDecember this report to be signed on its behalf by the undersigned31, thereunto2010 dulyand authorized.2009:

~~Dated:~~The ~~November~~following 9discussion and analysis of our financial condition and results of operations relates to the period ended December 31, 2010 and should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report. Unless otherwise indicated, all amounts herein are expressed in US Dollars. This discussion contains certain forward-looking statements that involve significant risks and uncertainties. Our actual results and the timing of certain anticipated events could differ materially or perhaps substantially from those discussed in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth herein and elsewhere in this report and in our other filings with the Securities and Exchange Commission.

TEEN EDUCATION GROUP, INC. By: /s/ROBERT L. WILSON Robert L. Wilson President (Principal Executive Officer),and DirectorOverview

~~By:~~The ~~/s/ROBERT~~Company L.was ~~WILSON~~incorporated ~~Robert~~under L.the ~~Wilson~~laws ~~Principal~~of ~~Financial~~the ~~Officer~~State of Delaware on April 16, 2007, primarily engaged in the business of providing a financial literacy and money management educational program for teenagers on a fee for service offered basis.

18On November 12, 2010, the Company entered into a share exchange agreement with Hongkong Charter International Group Limited, a company incorporated in the Hong Kong on August 21, 2009, which owns 100% of the issued and outstanding capital stock of Shanghai Vomart Auto Parts Co., Ltd.

Shanghai Vomart Auto Parts Co., Ltd. (“Vomart”) was incorporated in Shanghai, People’s Republic of China in January 2008, with registered capital in amount of RMB 1,000,000 (equivalent to US$144,697). Currently, the Company owns thirty-seven (37) stores in nine (9) provinces and municipalities. Vomart and its subsidiaries are engaged in distribution of automotive replacement parts and accessories in China.

Through Vomart and its subsidiaries, the Company is now engaged in the business of distribution of automotive replacement parts and accessories in China. The Company temporarily suspended providing automotive maintenance services in August 2010. The maintenance services we provided included home delivery sales, installation assistance, products training and technical guidance. The revenues generated from our suspended maintenance services are included in the financial statements for the three months ended September 30, 2010, the fiscal years of 2010 and 2009. We may resume providing maintenance services in the future. The Company distributes a broad selection of international brand name and private label automotive replacement parts, accessories and maintenance items for cars, minivans, vans, sport utility vehicles, light trucks, and heavy-duty trucks. The typical products include batteries, brake pads, filters, oils and transmission fluid.

We are one of the largest distributors of automotive replacement parts and accessories in the PRC based on the number of stores we own and the geographic areas where we have presence. We currently own thirty-seven stores in six provinces and three municipalities, namely Jiangsu, Zhejiang, Hebei, Anhui, Fujian, Shanxi, Shanghai, Beijing, and Tianjin. In comparison, other large auto parts distributors in China own fewer stores and/or their stores are located in fewer provinces or municipalities. For example, as of November 12, 2010, Shandong Youpei Auto Parts owns twenty-four stores of which eighteen are located in Shangdong Province. Jiangsu Youpei Auto Parts owns seventeen stores of which sixteen are located in Jiangsu Province. Putong Auto Service owns fifteen stores in thirteen different provinces and municipalities.

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Results of Operations

For the Three Months Ended December 31, 2010 Compared to Three Months Ended December 31, 2009

The following table presents our summary statements of operations for the three months ended December 31, 2010 and 2009. Our historical results presented below are not necessarily indicative of the results for any future periods.

TEEN EDUCATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


	For The Three Months Ended December 31,
	2010			2009
Revenues
Automotive supplies revenue	$	6,242,392		$	588,584
Automotive maintenance service		—			206,514
Total revenues		6,242,392			795,098
Cost of revenues
Cost of supplies		5,262,322			373,298
Cost of maintenance service		—			26,170
Total cost of revenues		5,262,322			399,468
Gross profit		980,070			395,630
Selling, general and administrative expenses		584,721			319,355
Operating income		395,349			76,275
Other (income) expenses
Interest income		(530	)		(53	)
Interest expenses		53,644			—
Other expenses		10,305			772
Total other (income) expenses		63,419			719
Income before income taxes		331,930			75,556
Provision for income taxes		82,983			69,622
Net income	$	248,947		$	5,934

Revenues:

Revenues increased by approximately $5.4 million to $6.2million, as compared to $0.8 million for the three months ended December 31, 2009. Our sales growth was driven by expansion of stores and retail customers taken over from YBM through exclusive distribution agreement. As part of the entering into of the exclusive distribution relationship with YBM on July 1, 2010, YBM commencing during the quarter ended December 31, 2010 referred and transferred its domestic customer list, consisting of over a hundred domestic retail customers and second-tier distributors to us. All of those accounts have been primarily serviced out of the Huaian Branch and account for approximately $3.4 million (54%) of our sales in the second quarter. The loyalty of these recently transferred customers may depend on our relationship with YBM and the quality and reputation of its products. Our purchases from YBM were $1,337,768 in fiscal 2010, $1,387,679 in the 2011 first quarter, and $3,825,813 in the 2011 second quarter. This amounts to 13% of fiscal 2010 and, 32% and 57% for the first and second quarters in the current fiscal year. The increase from 32% to 57% reflects the increased purchases of YBM product to supply the customers transferred by YBM to us in the second quarter.

During the period from December 31, 2009 to December 31, 2010, we had 12 new stores and a big branch opened, leading to the increase in net sales from automotive supplies service. Among them, the new branch’s revenues achieved $3.4 million in the past three months, which represented 54.84% of the total revenues. Revenue from automotive supplies increased by $5.6 million to 6.2 million while revenue from maintenance service decreased from $0.21 million (representing 26% of total revenue) to $0 for the three months ended December 31, 2010 from the same period of 2009 because the Company temporarily suspended the maintenance business in August 2010.

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Cost of Sales and Gross Profit:

During the three months ended December 31, 2010, we had cost of sales of $5.3 million, as compared to $0.4 million for the same period of 2009, an increase of $4.9 million reflecting the increase in net sales.

We achieved gross profits of $1 million for the three months ended December 31, 2010, compared to $0.4 million for the same period of the previous period, representing a 148% period to period increase. Our overall gross profit margin as a percentage of revenue decreased by 51.52% from 67.22% for the three months ended December 31, 2009 to 15.70% for the same period of 2010, mainly due to temporary suspension of maintenance services which had to a high gross profit margin and promotional price for new stores which was lower than normal price. During the three months ended December 31, 2009, the maintenance service income was $206,492 with a gross profit ratio of 87.33%, however during the three months ended December 31, 2010, such income was $0 and significantly lowered the overall gross profit ratio of revenue.

Operating Expenses:

Our operating expenses, consisting of selling, general and administrative expenses, increased by approximately 83%, to $0.58 million for the three months ended December 31, 2010 from $0.32 million for the same period of the previous period. This increase is mainly attributable to our fast expansions of 12 new stores in 3 provinces and 2 municipalities, which resulted in significant increase in pre-opening expenses, payroll and traveling expenses, store and office leasing expenses, depreciation expenses, transportation expenses and other expenses relating to our growth in sales.

Income Tax Provision:

For the three months ended December 31, 2010, we had tax provision of $82,983 as compared to tax provision of $69,622 for the same period of 2009. This is an increase of $13,361 from period to period. The increase in the income tax provision was because we had generated higher taxable income for the three months ended December 31, 2010 than the previous period.

Net Income

As a result of the factors described above, net income for the three months ended December 31, 2010 increased by approximately $243,013 to $248,947 as compared to $5,934 for the three months ended December 31, 2009.

For the Six Months Ended December 31, 2010 Compared to the Six Months Ended December 31, 2009

Revenues:

Revenues increased by approximately $7.2 million to $9.0 million, as compared to $1.8 million for the six months ended December 31, 2009. Our sales growth was driven by expansion of stores and retail customers taken over from Yi Ben Ma Group through exclusive distribution agreement. During the period from December 31, 2009 to December 31, 2010, we had 12 new stores and a big branch opened, leading to the increase in net sales from automotive supplies service. Among them, the new branch’s revenues achieved 3.4 million in the past three months, which represented 54.84% of the total revenues. Revenue from automotive supplies increased by 7.4 million to 8.8 million from $1.4 million for the same period of 2009, while revenue from maintenance service decreased from $0.44 million (representing 24% of total revenue) to $0.18 million for the six months ended December 31, 2010 from the same period of 2009 because the Company temporarily suspended the maintenance business in August 2010.

Cost of Sales and Gross Profit:

During the six months ended December 31, 2010, we had cost of sales of $7.5 million, as compared to $1.2 million for the same period of 2009, an increase of $6.3 million reflecting the increase in net sales.

We achieved gross profits of $1.5 million for the six months ended December 31, 2010, compared to $0.7 million for the same period of the previous period, representing a 124% period to period increase. Our overall gross profit margin as a percentage of revenue decreased by 31.21% from 48.34% for the six months ended December 31, 2009 to 17.13% for the same period of 2010, mainly due to temporary suspension of maintenance services which had a high gross profit margin and promotional price for new stores which was

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lower than normal price. During the six months ended December 31, 2009, the maintenance service income was $436,049 with a gross profit ratio of 90.60%, however during the six months ended December 31, 2010, such income was decreased to $183,932 and significantly lower the overall gross profit ratio of revenue.

Operating Expenses:

Our operating expenses, consisting of selling, general and administrative expenses, increased by approximately 75%, to $1 million for the six months ended December 31, 2010 from $0.58 million for the same period of the previous period. This increase is mainly attributable to our expansion of 12 new stores and a big branch in the past year, which resulted in significant increase in pre-opening expenses, payroll and traveling expenses, store and office leasing expenses, depreciation expenses, transportation expenses and other expenses relating to our growth in sales.

Income Tax Provision:

For the six months ended December 31, 2010, we had tax provision of $116,920 as compared to tax provision of $72,372 for the same period of 2009. This is an increase of $44,548 from period to period. The increase in the income tax provision was because we had generated more taxable income for the six months ended December 31, 2010 than the previous period.

Net Income

As a result of the factors described above, net income for the six months ended December 31, 2010 increased by approximately $249,643 to $271,229 as compared to $21,586 for the six months ended December 31, 2009.

Liquidity and Capital Resources

Capital Resources and Needs

Generally, since inception of our business in January 2008, we have financed our business with cash flows from operations, borrowings from related and unrelated parties, and shareholders’ capital contributions. Our cash requirements arise principally from the purchase of inventory, capital expenditures related to existing and new stores, offices and distribution centers, debt service and contractual obligations. Cash flows realized through the sales of automotive parts and accessories are our primary source of liquidity.

YBM, one of our major suppliers and affiliated entity, provided a three-year line of credit amounting to $7.46 million (RMB 50 million) to us on May 10, 2008. As of December 31, 2010, the balance of borrowings from YBM was $4.3 million. The unused line of credit as of December 31, 2010 was $3.2 million. YBM agrees to continue to provide us non-interest bearing loans upon the maturity of the three-year line of credit.

We re-negotiated with China Construction bank and China CITIC Bank for two short-term bank loans amounting $1.51 million and $2.27 million, respectively, which will be matured in May and June of 2011. Each bank has indicated a willingness to renew the loans upon the maturity. In addition, YBM has indicated that it will provide similar support for these loan facilities as it has in the past.


	For the six months ended December 31,
	2010			2009
Cash provided by (used in):
Operating Activities	$	(1,216,251	)		(809,429	)
Investing Activities	$	1,246,786			(241,055	)
Financing Activities	$	(1,784,084	)		1,161,588

We opened two new stores during the first six months of the current fiscal year. As part of our growth and expansion strategy, we are examining whether it is more effective from a cost and market penetration standpoint to open new stores or to acquire existing stores from competitors. We are conducting a comprehensive market research with respect to the regions for new stores, their growth potential and our competitors. In addition, we are also in the process of preparing financial data analysis about the possibility to achieve profit by new stores. As such, it is not possible to predict the number of new stores which we will

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open during the balance of our current fiscal year or in 2012. To the extent that we open or acquire additional stores we intend to do so through loans from YBM or from banks based on guaranties which will be provided by YBM.

We expect to incur 1% of our annual sales income in the marketing and promoting of “Vomart” brand awareness. We have on a limited and pilot basis begun to sell automotive replacement parts and accessories online. We expect to refine and develop this strategy over time as an additional distribution channel for our goods and services.

Operating Activities

Cash used in operating activities totaled $1.2 million for the six months ended December 31, 2010 as compared to $0.81 million used in the same period of 2009. Cash used in operations was primarily due to the increases in inventory to match our store expansion. Additionally, we held more account receivable and value added tax recoverable which offset by advance to vendors.

Investing Activities

Cash generated in investing activities totaled $1.25 million for the six months ended December 31, 2010 as compared to $0.24 million used in the same period of 2009. This increase in our cash generated in investing activities was mainly due to the collection of loan previously advanced to third parties.

Financing Activities

Cash used in financing activities totaled $1.8 million for the six months ended December 31, 2010 as compared to $1.2 million generated in the same period of 2009. The increase in our cash used in financing activities was primarily due to the increased payments to our related parties. However, in the previous period, our cash generated in financing activities was primarily due to the increased proceeds from our related parties.

On May 10, 2008, Vomart obtained a three-year line of credit from YBM amounting to $7.46 million (RMB 50 million). This line of credit is unsecured, non-interest bearing and due upon demand. As of December 31, 2010, 2010, the balance of borrowings from YBM was $4.3 million. The unused line of credit as of December 31, 2010 was $3.2 million. On May 1, 2009, Vomart entered into a loan agreement with Zhoufeng Shen, our current CEO, to borrow $51,653. On May 1, 2009, Vomart entered into a loan agreement with Anming Yu, our former CEO, to borrow $69,864. Both of these facilities are unsecured and non-interest bearing. As of December 31, 2010, the loand the Company borrowed from Mr. Shen and Mr. Yu have been repaid.

Off-Balance Sheet Arrangements

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

While our significant accounting policies are more fully described in Note 2 to our financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Use of estimates

In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets, the valuation of inventories, allowances for doubtful accounts and useful lives for property and equipment. Actual results could differ from those estimates.

Accounts receivable

Accounts receivables are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible amounts, as needed.

The Company uses the aging method to estimate the valuation allowance for anticipated uncollectible receivable balances. Under the aging method, bad debt percentages determined by management based on historical experience as well as current economic climate are applied to customers’ balances categorized by the number of months the underlying invoices have remained outstanding. The valuation allowance balance is adjusted to the amount computed as a result of the aging method. When facts subsequently become available to indicate that the allowance provided requires an adjustment, then the adjustment will be classified as a change in estimate.

Advances to vendors

Advances to vendors consist of balances paid to the Company’s suppliers but the service or goods have not been provided or received. Advances to vendors are reviewed periodically to determine whether the carrying value has become impaired. The Company considers the assets to be impaired if the realization of the services and goods become doubtful.

Impairment of long-lived assets

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Value added tax

The Company is subject to value added tax (“VAT”) at a 17% rate on the amount of goods sold or maintenance services provided. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice of the PRC, the Company paid VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued.

The VAT collected from sales is not revenue of the company, and is recorded as a liability on the balance sheet until such VAT is paid. The Company reports revenue net of PRC’s VAT for all periods presented in the consolidated statement of operations.

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Foreign currency translation

The Company maintains books and records in its functional currency of the Renminbi (“RMB”), being the primary currency of the economic environment in which its operations are conducted.

For financial reporting purposes, RMB has been translated into United States dollars (“USD”, “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of shareholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency translations are included in accumulated other comprehensive income. There is no significant fluctuation in exchange rate for the conversion of RMB to USD after the balance sheet date.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Smaller reporting companies are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the “Evaluation Date”). The evaluation of our disclosure controls and procedures included a review of our processes and the effect on the information generated for use in this report. In the course of this evaluation, we sought to identify any material weaknesses in our disclosure controls and procedures and to confirm that any necessary corrective action, including process improvements, was taken. The purpose of this evaluation is to determine if, as of the Evaluation Date, our disclosure controls and procedures were operating effectively such that the information, required to be disclosed in our SEC reports (i) was recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2010, our Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective due to some significant deficiencies (as defined in Public Company Accounting Oversight Board Standard No. 2) in the our internal controls over financial reporting. This is due to the fact that we do not have accounting personnel with sufficient knowledge, experience and training in maintaining our books and records and preparing financial statements in accordance with US generally accepted accounting principles (“US GAAP”) standards and SEC rules and regulations. This could cause us to be unable to fully identify and resolve certain accounting and disclosure issues that could lead to a failure to maintain effective controls over preparation, review and approval of certain significant account reconciliation from Chinese generally accepted accounting principles (“Chinese GAAP”) to US GAAP and necessary journal entries.

The Company has relatively small number of professionals employed by the Company in bookkeeping and accounting functions, which prevents the Company from appropriately segregating duties within its internal control systems. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

Based on the control deficiency identified above, we have designed and plan to implement, or in some cases have already implemented, the specific remediation initiatives described below:

•

We are evaluating the roles of our existing accounting personnel in an effort to realign the reporting structure of our internal auditing staff in China that will test and monitor the implementation of our accounting and internal control procedures.

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•

We will begin implementation an initiative and training in China to ensure the importance of internal controls and compliance with established policies and procedures are fully understood throughout the organization and will provide additional U.S. GAAP training to all employees involved with the performance of or compliance with those procedures and policies.

•

Commencing with the September 30, 2010 period, we have engaged an outside consulting firm in Shanghai with expertise in US GAAP to assist us with our internal financial report process.

The remedial measures being undertaken may not be fully effectuated or may be insufficient to address the significant deficiencies we identified, and there can be no assurance that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified or occur in the future. If additional significant deficiencies (or if material weaknesses) in our internal controls are discovered or occur in the future, among other similar or related effects: (i) the Company may fail to meet future reporting obligations on a timely basis, (ii) the Company’s consolidated financial statements may contain material misstatements, (iii) the Company’s business and operating results may be harmed.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not operating effectively.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

TABLE OF CONTENTS

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in the Company’s Form 8-K/A filed with the SEC on February 11, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit Number		Description of Exhibit
31.1		Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
31.2		Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
32.1		Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.*

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements 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.

TEEN EDUCATION GROUP, INC.
(Registrant)

February 22, 2011

By:

/s/ Zhoufeng Shen

Zhoufeng Shen
Chief Executive Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION10-Q

FORMFor 10-Qthe quarterly period ended December 31, 2010

OR

TEENFor EDUCATIONthe GROUP,transition INC.period (Exactfrom Name of Small Business Issuer as Specified in its Charter)to

Commission file number 000-53169

Issuer'sTEEN telephoneEDUCATION number:GROUP, (406) 270-4158INC.

ITEMTEEN 1EDUCATION GROUP, INC. FINANCIAL STATEMENTSFORM 10-Q QUARTERLY REPORT

2TABLE OF CONTENTS

DECEMBERTEEN 31EDUCATION GROUP, 2009INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

TEEN EDUCATION GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

TEEN EDUCATION GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

TEEN EDUCATION GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(ANOTE Development1. StageORGANIZATION Enterprise)AND BASIS OF PRESENTATION

(ANOTE Development2. StageSUMMARY Enterprise)OF SIGNIFICANT ACCOUNTING POLICIES

STATEMENTSPrinciple OFof STOCKHOLDERS’ DEFICITconsolidation

7TEEN EDUCATION GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TEENNOTE EDUCATION2. GROUP,SUMMARY INC.OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

(AUse Developmentof Stage Enterprise)estimates

(UNAUDITED)Cash and cash equivalents

8Accounts receivable

ESTIMATESAdvances to vendors

CASHProperty and equipment

9TEEN EDUCATION GROUP, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FAIRNOTE VALUE2. SUMMARY OF FINANCIALSIGNIFICANT INSTRUMENTSACCOUNTING POLICIES – (continued)

LevelImpairment 2. Inputs,of otherlong-lived than the quoted prices in active markets, that are observable either directly or indirectly; andassets

GOINGSelling, CONCERNgeneral and administrative expenses

10Income taxes

COMMONComprehensive STOCKincome

OnFair Decembervalue 12,of 2007financial 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.instruments

NETTEEN LOSSEDUCATION PERGROUP, COMMONINC. SHARENOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BasicEarnings net loss per common share is based on the weighted average number of shares of common stock outstanding of 2,250,000 as of September 30, 2010 and since inception. As of September 30, 2010 and since inception, the Company had no dilutive potential common shares.

NoteEmployment 4. Related Party TransactionsContracts

NoteNOTE 53. Warrants andPROPERTY OptionsAND EQUIPMENTS

GenerallyNOTE 4. SHORT-TERM BORROWINGS

LiquidityNOTE 5. TAXES

As of December 31, 2009, we had assets of $833 and total liabilities of $19,183 and we had (a) negativeCorporation netincome worthtax of $19,183. As of September 30, 2010, we had no assets and total liabilities of $24,953 and a negative net worth of $24,953.(“CIT”)

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

ShellPeople’s Issues.Republic of China (“PRC”)

ITEMNOTE 36. QUANTITATIVE ANDSTATUTORY QUALITATIVESURPLUS DISCLOSURES ABOUT MARKET RISK.RESERVES

ITEMNOTE 38. DEFAULTS UPONMAJOR SENIOR SECURITIES VENDORS

ITEMTEEN 5EDUCATION GROUP, INC. OTHER INFORMATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIGNATURESITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TEEN EDUCATION GROUP, INC. By: /s/ROBERT L. WILSON Robert L. Wilson President (Principal Executive Officer),and DirectorOverview

Results of Operations

For the Three Months Ended December 31, 2010 Compared to Three Months Ended December 31, 2009

TEEN EDUCATION GROUP, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)

Revenues:

Cost of Sales and Gross Profit:

Operating Expenses:

Income Tax Provision:

Net Income

For the Six Months Ended December 31, 2010 Compared to the Six Months Ended December 31, 2009

Revenues:

Cost of Sales and Gross Profit:

Operating Expenses:

Income Tax Provision:

Net Income

Liquidity and Capital Resources

Capital Resources and Needs

Operating Activities

Investing Activities

Financing Activities

Off-Balance Sheet Arrangements

Critical Accounting Policies

Use of estimates

Accounts receivable

Advances to vendors

Impairment of long-lived assets

Value added tax

Foreign currency translation

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures

Changes in Internal Control over Financial Reporting

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

TEEN EDUCATION GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

TEEN EDUCATION GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

TEEN EDUCATION GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

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