UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM SB-2

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

TEACHER’S PET, INC.

(Name of small business issuer in its charter)

 

Nevada

5999

20-1681362

(State or jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification No.)

 

340 W. Locust Dr.

Chandler, AZ 85248

(702) 430-9166

(Address and telephone number of principal executive offices)

 

340 W. Locust Dr.

Chandler, AZ 85248

(702) 430-9166

(Address of principal place of business or intended principal place of business)

 

Wendy E. Miller, Esq.

25498 Eastbluff Drive #437

Newport Beach, California 92660

(949) 400-8913

(Name, address and telephone number of agent for service)

 

Copies to:

Wendy E. Miller, Esq.

25498 Eastbluff Drive #437

Newport Beach, California 92660

(949) 400-8913

 

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

________________________________________________________________________________________________________________________

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o ________________________________________________________________________________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o ________________________________________________________________________________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o ________________________________________________________________________________________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

________________________________________________________________________________________________________________________

If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, please check the following box. x

 

CALCULATION OF REGISTRATION FEE

 

Tile of each class of securities to be registered

Amount of Shares to be Registered

Proposed maximum offering price per share

Proposed maximum aggregate offering price

Amount of registration fee

Common Stock

440,500

$0.05 (2)

$22,025.00

$2.36

 

(1)

Represents shares currently outstanding to be sold by the selling stockholders.

(2)

The fee with respect to these shares has been calculated based upon the price the selling stockholders paid for their common stock..

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 



 

 

Prospectus

TEACHER’S PET, INC.

 

440,500 shares of common stock

$0.05 per share

 

Teacher’s Pet, Inc. is registering an aggregate of 440,500 shares of our common stock that are to be sold, from time-to-time, by one or more of the selling stockholders. The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.05 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at prevailing market prices, which may vary, or at privately negotiated prices. The proceeds from the sale of the shares will go directly to the selling stockholders and will not be available to us. Prior to this offering, there has been no public market for our common stock.

 

Prior to this offering, there has been no public market for our common stock.

 

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See “Risk Factors” starting on page 6.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Offered by the Issuer

Number of Shares

Offering Price

Underwriting Discounts & Commissions

(See “Plan of Distribution” beginning on page 12)

Proceeds to the Company

Per Share

1

$0.05

$0.00

$0.00

Total

440,500

$22,025.00

$0.00

$0.00

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Teacher’s Pet, Inc. does not plan to use this offering prospectus before the effective date.

 

The date of this Prospectus is November 22, 2006

 

 

 

 



 

 

TABLE OF CONTENTS

 

 

PAGE

PART I: INFORMATION REQUIRED IN PROSPECTUS

3

Summary Information and Risk Factors

3

Use of Proceeds

10

Determination of Offering Price

10

Selling Security Holders

11

Plan of Distribution

12

Legal Proceedings

13

Directors, Executive Officers, Promoters and Control Persons

13

Security Ownership of Certain Beneficial Owners and Management

14

Description of Securities

15

Interest of Named Experts and Counsel

16

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

16

Organization Within Last Five Years

17

Description of Business

17

Management’s Discussion and Plan of Operation

20

Description of Property

22

Certain Relationships and Related Transactions

23

Market for Common Equity and Related Stockholder Matters

23

Executive Compensation

24

Financial Statements

24

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

43

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

45

Indemnification of Directors and Officers

45

Other Expenses of Issuance and Distribution

45

Recent Sales of Unregistered Securities

45

Exhibits

46

Undertakings

46

SIGNATURES

48

 

 

 

 

2

 



 

 

PART I: INFORMATION REQUIRED IN PROSPECTUS

 

Summary Information and Risk Factors

 

The Company

 

We were originally incorporated in the State of Nevada on September 17, 2004 as Teacher’s Pet, Inc. We are a development stage company that plans to sell educational materials directly to teachers, schools and parents. To date, we have begun to implement our business plan but have not commenced our planned principal operations and have no significant assets. Our operations have been devoted primarily to startup and development activities, which include the formation of our corporate identity, obtaining capital through sales of our common stock and making initial contact with suppliers.

 

Since our inception to September 30, 2006, we have not generated any revenues and have incurred a net loss of $5,388. It is hoped that we will begin to generate revenues within the next 12 months, of which there can be no guarantee. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements included in the registration statement, of which this prospectus is a part. The realization of sales revenues in the next 12 months is important for our plan of operations. However, we cannot guarantee that we will generate such growth. If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to stay in business.

 

We are attempting to build Teacher’s Pet into a fully operational company. In order to do so and begin generating revenues, we must:

 

 

1.

Identify suppliers: Our business objective is to sell educational materials to teachers, schools and parents. We plan to rely exclusively upon the efforts of outside sources to manufacture and supply any products we may sell. We will not manufacture any products internally. We have identified and begun to contact potential suppliers and manufacturers, including Evan-Moore and Steck Vaughn Publishing.

 

 

2.

Accumulate an inventory of saleable merchandise: We seek to be a retailer of educational supplies. In order to do so, we must accumulate an inventory of saleable merchandise. All merchandising activities are expected to be undertaken by Tracie Hadama, our President, director and a shareholder. To date, we have not purchased any inventory and do not have any ability to generate revenues. Unless we begin to acquire inventory for sale, we will be unable to begin to generate revenues.

 

 

3.

Devise a marketing strategy: We believe that devising a marketing strategy is important to establishing awareness of our company, attracting customers and generating sales. Our promotional strategy will be focused on direct contact with educators, administrators and parents of school-aged children. We plan to reach these potential customers through telephone calls or face-to-face contact. We have not identified any specific schools or employees and have not begun to compile a database of contact information. We currently have no marketing strategies in place and our website is still in the development stage.

 

We currently have one officer and director, who also acts as our sole employee. This individual works for us on a part-time basis.

 

As of the date of this prospectus, Teacher’s Pet, Inc. has 3,440,500 shares of $0.001 par value common stock issued and outstanding.

 

Teacher’s Pet’s administrative office is located at 340 W. Locust Dr., Chandler, Arizona 85248, telephone (702) 430-9166.

 

Our fiscal year end is December 31.

 

 

3

 

 



 

The Offering

 

The offering consists entirely of shares offered by the selling stockholders. We are offering no shares. The selling stockholders are offering 440,500 shares, or 12.8%, of our issued and outstanding common stock as soon as practicable after this Registration Statement becomes effective. The selling shareholders will sell at a price of $0.05 per share until the shares are quoted on the OTC Bulletin Board ® or in another quotation medium and, thereafter, at prevailing market prices or privately negotiated prices. To date, no effort has been made to obtain listing on the OTC Bulletin Board or any national stock exchange or association. The company has not approached any broker/dealers with regard to assisting the company to apply for such listing.

 

The offering price of $0.05 for the common stock being registered for hereby is what the selling shareholders had paid for their shares.

 

The proceeds of the offering will go directly to the selling stockholders. None of the proceeds will be available to Teacher’s Pet, Inc.

 

Teacher’ Pet, Inc.’s transfer agent is expected to be Holladay Stock Transfer, 2939 N. 67 th Place, Suite C, Scottsdale, Arizona 85251, phone (480) 481-3940.

 

Teacher’s Pet, Inc. has agreed to pay all costs and expenses relating to the registration of its common stock, but the selling stockholders will be responsible for any related commissions, taxes, attorney’s fees and related charges in connection with the offer and sale of the shares. The selling stockholders may sell their common stock through one or more broker/dealers, and such broker/dealers may receive compensation in the form of commissions.

 

Summary Financial Information

 

The summary financial data are derived from the historical financial statements of Teacher’s Pet. This summary financial data should be read in conjunction with “Management’s Discussion and Plan of Operations” as well as the historical financial statements and the related notes thereto, included elsewhere in this prospectus.

 

 

 

 

4

 



 

 

Balance Sheet Data

 

 

 

September 30,

 

December 31,

 

 

 

2006

 

2005

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and equivalents

 

$

21,905

 

$

10,823

 

Subscriptions receivable

 

 

 

 

8,000

 

Total current assets

 

 

21,905

 

 

18,823

 

 

 

 

 

 

 

 

 

Fixed assets, net of depreciation

 

 

533

 

 

897

 

 

 

 

 

 

 

 

 

Total assets

 

$

22,438

 

$

19,720

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

750

 

$

 

Total current liabilities

 

 

750

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

Common stock

 

 

3,441

 

 

3,161

 

Additional paid-in capital

 

 

23,585

 

 

9,864

 

Common stock subscribed (160,000 shares)

 

 

 

 

8,000

 

(Deficit) accumulated during development stage

 

 

(5,338

)

 

(1,305

)

Total stockholders’ equity

 

 

21,688

 

 

19,720

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

22,438

 

$

19,720

 

 

Statements of Operations Data

 

 

 

Nine Months Ended

 

September 17, 2004

 

 

 

September 30,

 

(Inception) to

 

 

 

2006

 

2005

 

September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

 

365

 

 

365

 

 

926

 

General and administrative expenses

 

 

3,668

 

 

183

 

 

4,412

 

Total expenses

 

 

4,033

 

 

548

 

 

5,338

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(4,033

)

$

(548

)

$

(5,338

)

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per share

 

$

(0.00

)

$

(0.00

)

 

 

 

 

 

5

 



 

 

Risk Factors

 

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock.

 

Our sole officer and director may be unable to develop our business and manage our public reporting requirements.

 

Our operations depend on the efforts of Tracie Hadama, our sole officer and director. Mrs. Hadama has no experience related to public company management, nor as a principal accounting officer. Because of this, we may be unable to offer and sell the shares in this offering and develop and manage our business. We cannot guarantee you that we will overcome any such obstacle.

 

Investors may lose their entire investment if we fail to implement our business plan.

 

Teacher’s Pet, Inc. was formed in September 2004. We have no demonstrable operations record, on which you can evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. These risks include, without limitation, competition, the absence of ongoing revenue streams, inexperienced management and lack of brand recognition. Teacher’s Pet cannot guarantee that we will be successful in accomplishing our objectives. To date, we have not generated any revenues from sales and may incur losses in the foreseeable future. If we fail to implement and create a base of operations for our proposed business of selling teacher’s supplies, we may be forced to cease operations, in which case investors may lose their entire investment.

 

If we are unable to continue as a going concern, investors may face a complete loss of their investment.

 

We have yet to commence our planned operations. As of the date of this Prospectus, we have had only limited start-up operations and generated no revenues. Taking these facts into account, our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements included in the registration statement, of which this prospectus is a part. If our business fails, the investors in this offering may face a complete loss of their investment.

 

Teacher’s Pet may not be able to attain profitability without additional funding, which may be unavailable.

 

We have limited capital resources. To date, we have not generated cash from our operations. Unless we begin to generate sufficient revenues from our proposed business objective of selling teacher’s supplies to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to go out of business if additional financing is not available. We have no intention of liquidating. In the event our cash resources are insufficient to continue operations, we intend to raise addition capital through offerings and sales of equity or debt securities. In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate. A possibility of such outcome presents a risk of complete loss of investment in our common stock.

 

Because of competitive pressures from competitors with more resources, Teacher’s Pet may fail to implement its business model profitably.

 

The market for customers is intensely competitive and such competition is expected to continue to increase. We expect to compete with many online and physical retailers that either specialize in selling teacher-specific materials or carry teaching supplies as a complementary offering to a larger variety of merchandise. Brick and mortar stores range in size from independently owned and operated stores catering to a limited geographic area to larger merchandisers serving multiple states, such as Learning Is Fun and Lakeshore Learning. Online retailers are numerous and typically include the large physical merchandisers, countless sites that target teachers and home-school families and website that sell a large amalgam of products, such as Amazon.com.

 

Generally, our actual and potential competitors have longer operating histories, greater financial and marketing resources, greater name recognition and an entrenched client base. Therefore, many of these competitors may be able to devote greater resources to attracting customers and preferred vendor pricing. There can be no assurance that our current or potential competitors will not stock comparable or superior products to those to we expect to offer. Increased

 

6

 



 

competition could result in lower than expected operating margins or loss of market share, any of which would materially and adversely affect our business, results of operation and financial condition.

 

We may be unable to generate sales without sales, marketing or distribution capabilities.

 

We have not commenced our planned business of selling educational supplies to teachers and schools and do not have any sales, marketing or distribution capabilities. We cannot guarantee that we will be able to develop a sales and marketing plan or to develop an effective chain of distribution. In the event we are unable to successfully implement these objectives, we may be unable to generate sales and operate as a going concern.

 

We may not be able to generate sales if certain schools or school administrators do not allow us to market directly to their teachers.

 

We plan to sell educational books, aids and supplies directly to teachers and schools. However, particular schools, school districts or administrators may prevent us from marketing our proposed products directly to their population of educators. If we are unable to enter schools, we may not be able to generate awareness of our brand or proposed product offerings and may therefore be unable to generate sales. Additionally, if we cannot market directly through schools and school districts, we may be forced to allocate additional funds to marketing and advertising activities, which could harm our profitability and deplete our capital resources.

 

We may be unable to obtain sufficient quantities of quality merchandise on acceptable commercial terms because we do not have long-term distribution and manufacturing agreements.

 

We do not own or operate any manufacturing facilities. We intend to rely primarily on product manufacturers and third-party distributors to supply the products we plan to offer. Our business would be seriously harmed if we were unable to develop and maintain relationships with suppliers and distributors that allow us to obtain sufficient quantities of quality merchandise on acceptable terms. We do not have long-term or exclusive arrangements with any vendor or distributor that guarantee the availability of products to us. Additionally, we may be unable to establish alternative sources of supply for our products to ensure delivery of merchandise in a timely and efficient manner or on terms acceptable to us. If we do not receive shipments in a timely manner, we may miss delivery deadlines, and our customers may subsequently cancel orders, refuse to accept deliveries or demand discounts. If we cannot obtain and stock our products at acceptable prices and on a timely basis, we may lose sales and our potential customers may take their purchases elsewhere.

 

Our revenue and gross margin could suffer if we fail to manage our inventory properly.

 

Our business depends on our ability to anticipate our needs for our as yet unidentified products and suppliers’ ability to deliver sufficient quantities of products at reasonable prices on a timely basis. Given that we are in the development stage we may be unable to accurately anticipate demand and manage inventory levels that could seriously harm us. If predicted demand is substantially greater than consumer purchases, there will be excess inventory. In order to secure inventory, we may make advance payments to suppliers, or we may enter into non-cancelable commitments with vendors. If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete inventory, which could adversely affect our gross margin.

 

If we experience problems in distribution and fulfillment, we could lose customers.

 

We will rely on third-party service and product fulfillment providers, such as Federal Express and United Parcel Service for shipments of our products from vendors to our facility and from our facility to consumers. We are therefore subject to risks, including employee strikes and inclement weather, associated with such shipment carriers’ ability to provide delivery services to meet our shipping needs. In addition, if our primary shipment carriers fail to devote a sufficient number of employees or amount of space to us, our ability to deliver products in a timely manner could also be impaired. Our shipment carriers may also depend upon temporary employees to fulfill our needs during peak periods, and sufficient temporary employees may not be available to ensure timely deliveries. Failure or delays at any stage in the transport of our proposed products could result in cancelled sales or a loss of potential repeat purchases.

 

 

7

 



 

 

Failure by us to respond to changes in consumer preferences could result in lack of sales revenues and may force us out of business.

 

Any change in the preferences of our potential customers or preferred curricula that we fail to anticipate and adapt to could reduce the demand for the teacher’s supplies we intend to sell. Decisions about our focus and the specific products we plan to offer will often be made in advance of entering the marketplace. Failure to anticipate and respond to changes in consumer preferences and demands, as well as the curriculums of various school districts, could lead to, among other things, customer dissatisfaction, failure to attract demand for our proposed products and lower profit margins.

 

Investors will have limited control over decision-making because principal stockholders, officers and directors of Teacher’s Pet control the majority of our issued and outstanding common stock.

 

Our sole officer and director beneficially owns 3,000,000 of the issued and outstanding shares of common stock, or 87.20% on a fully diluted basis. As a result, this stockholder could exercise control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership limits the power to exercise control by the minority shareholders. Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our common stock in the event we enter into transactions which require stockholder approval. In addition, certain provisions of Nevada law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us. For example, Nevada law provides that not less than two-thirds vote of the stockholders is required to remove a director, which could make it more difficult for a third party to gain control of our Board of Directors.

 

Teacher’s Pet may lose its top management without employment agreements.

 

Our operations depend substantially on the skills and experience of Tracie Hadama, our sole officer and director. We have no other full- or part-time employees besides these individuals. Furthermore, we do not maintain key man life insurance on this individual. Without an employment contract, we may lose Mrs. Hadama to other pursuits without a sufficient warning and, consequently, go out of business.

 

In the future, Mrs. Hadama may become involved in other business opportunities. We have not formulated a policy for the resolution of such conflicts. If we lose Mrs. Hadama to other pursuits without a sufficient warning we may, consequently, go out of business.

 

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the 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: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

 

 

8

 



 

 

Certain Nevada corporation law provisions could prevent a potential takeover, which could adversely affect the market price of our common stock.

 

We are incorporated in the State of Nevada. Certain provisions of Nevada corporation law could adversely affect the market price of our common stock. Because Nevada corporation law requires board approval of a transaction involving a change in our control, it would be more difficult for someone to acquire control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors other than the candidate or candidates nominated by our board of directors.

 

The costs and expenses of SEC reporting and compliance may inhibit our operations.

 

After the effectiveness of this registration statement, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. The costs of complying with such requirements may be substantial. In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.

 

You may not be able to sell your shares in our company because there is no public market for our stock.

 

There is no public market for our common stock. The majority of our issued and outstanding common stock, 87.20%, is currently held by Mrs. Tracie Hadama, our sole officer and director. Therefore, the current and potential market for our common stock is limited. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop.

 

If our stock ever becomes tradable, of which we cannot guarantee success, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.

 

Investors may have difficulty liquidating their investment because our stock will be subject to penny stock regulation.

 

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, customers in Company securities may find it difficult to sell their securities, if at all.

 

 

9

 



 

 

All of our issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.

 

All of the presently outstanding shares of common stock, aggregating 3,440,500 shares of common stock, are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided we are current in our reporting obligations under the Exchange Act) subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. Sales of shares by our shareholders, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of our common stock in any market that might develop.

 

Special note regarding forward-looking statements

 

This prospectus contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

 

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our proposed services and the products we expect to market, our ability to establish a customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

 

There may be other risks and circumstances that management may be unable to predict. When used in this prospectus, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

 

Use of Proceeds

 

All of the shares being registered in this registration statement are issued and outstanding and held by the selling shareholders. The selling security holders will receive the net proceeds from the resale of their shares. We will not receive any of the proceeds from the sale of these shares, although we have agreed to pay the expenses related to the registration of such shares.

 

Determination of Offering Price

 

As there is no public market in the shares, Teacher’s Pet, Inc. used the price of $0.05 per share, which is what the selling shareholders had paid for their shares, as the benchmark offering price. The selling shareholders may sell at a price of $0.05 per share until the shares are quoted on the OTC Bulletin Board ® or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to our assets, book value, historical earnings or net worth. To date, no effort has been made to obtain listing on the OTC Bulletin Board ® or any national stock exchange or association. We have not approached any broker/dealers with regard to assisting us to apply for such listing. There can be no assurance that we will obtain listing on the OTC Bulletin Board ® .

 

 

10

 



 

 

Selling Security Holders

 

The following table sets forth (i) the number of outstanding shares, beneficially owned by the selling stockholders prior to the offering; (ii) the aggregate number of shares offered by each such stockholder pursuant to this prospectus; and (iii) the amount and the percentage of the class to be owned by such security holder after the offering is complete:

 

Name of Owner

of Common Stock

Number of Shares

Owned before the

Offering

Number of Shares

Offered by Selling

Shareholders

Number of

Shares Owned

after the Offering

Percentage of Shares

Owned after the

Offering (1)

 

 

 

 

 

B.M.M., LLC (2)

15,000

15,000

0

0.00%

Liane Barrett (3)

20,000

20,000

0

0.00%

Chad Barrett (3)

20,000

20,000

0

0.00%

Kaipo Batoon (3)

10,000

10,000

0

0.00%

Karly Batoon (3)

10,000

10,000

0

0.00%

Cori Bettis (2)

1,000

1,000

0

0.00%

Jordan Bettis (2)

1,000

1,000

0

0.00%

David Chin (2)

5,000

5,000

0

0.00%

Darrell Chun (2)

5,000

5,000

0

0.00%

Chloe Chun (2)

5,000

5,000

0

0.00%

Valeri Cin (2)

2,000

2,000

0

0.00%

John Goto (2)

500

500

0

0.00%

Jana Goto (2)

500

500

0

0.00%

Katelyn Ko (2)

1,000

1,000

0

0.00%

Randolph Ko (2)

2,000

2,000

0

0.00%

Brian Ko (2)

50,000

50,000

0

0.00%

Jaymie Komagata (3)

20,000

20,000

0

0.00%

Shuji Komagata (3)

20,000

20,000

0

0.00%

Cary Margolis (2)

500

500

0

0.00%

Brent Masuhara (2)

40,000

40,000

0

0.00%

Calvin & Carol Matsuo (2)

4,000

4,000

0

0.00%

Ryan Matsuo (2)

2,000

2,000

0

0.00%

Tracie Matsuo (3)

100,000

100,000

0

0.00%

Monster Investment Club (2)

20,000

20,000

0

0.00%

Isaac Nakata (2)

20,000

20,000

0

0.00%

Oasis Corporate Services (2)

20,000

20,000

0

0.00%

Justin Odagiri (2)

2,000

2,000

0

0.00%

Pablo Oliva (2)

1,000

1,000

0

0.00%

Scott Saito (2)

40,000

40,000

0

0.00%

Amanda Takemoto (2)

1,000

1,000

0

0.00%

Trevor Takemoto (2)

1,000

1,000

0

0.00%

Lori Tomita (2)

1,000

1,000

0

0.00%

 

 

 

 

 

 

 

 

 

 

Total (32 persons)

440,500

440,500

0

0.00%

 

 

 

 

 

 

Notes:

 

 

1.

Assumes the offering of all 440,500 offered for sale by the selling stockholders in this registration statement, of which this prospectus is a part.

 

 

2.

Through December 2005, we sold 240,500 shares of our common stock to 25 Selling Shareholders listed above. The shares were issued at a price of $0.05 per share for total cash in the amount of $12,025. The shares bear a restrictive transfer legend. This December 2005 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Teacher’s Pet, Inc., including an audited balance sheet and reviewed statements of income, changes in stockholders’ equity and cash flows.

 

 

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3.

In March 2006, we sold 200,000 shares of our common stock to seven Selling Shareholders listed above. The shares were issued at a price of $0.05 per share for total cash in the amount of $10,000. The shares bear a restrictive transfer legend. This March 2006 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Teacher’s Pet, Inc., including an audited balance sheet and reviewed statements of income, changes in stockholders’ equity and cash flows.

 

None of the selling stockholders is a broker/dealer or an affiliate of a broker/dealer.

 

Plan of Distribution

 

There is no public market for our common stock. Our common stock is currently held amongst a small community of shareholders. Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited. To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association. We have not identified or approached any broker/dealers with regard to assisting us apply for such listing. We are unable to estimate when we expect to undertake this endeavor. In the absence of being listed, no market is available for investors in our common stock to sell their shares. We cannot guarantee that a meaningful trading market will develop. Teacher’s Pet cannot guarantee that a meaningful trading market will develop.

 

If the stock ever becomes tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. As a result, investors may be unable to sell their shares at or greater than the price they are being offered at.

 

The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.05 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices. The selling stockholders may use broker/dealers to sell their shares. The broker/dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares.

 

The selling stockholders may transfer the shares by means of gifts, donations and contributions. This prospectus may be used by the recipients of such gifts, donations and contributions to offer and sell the shares received by them, directly or through brokers, dealers or agents and in private or public transactions; however, if sales pursuant to this prospectus by any such recipient could exceed 500 shares, than a prospectus supplement would need to be filed pursuant to Section 424(b)(3) of the Securities Act to identify the recipient as a Selling Stockholder and disclose any other relevant information. Such prospectus supplement would be required to be delivered, together with this prospectus, to any purchaser of such shares.

 

The selling stockholders may offer their shares at various times in one or more of the following transactions:

 

 

1.

In the over-the-counter market;

 

 

2.

On any exchange on which the shares may hereafter be listed;

 

 

3.

In negotiated transactions other than on such exchanges;

 

 

4.

By pledge to secure debts and other obligations;

 

 

5.

In connection with the writing of non-traded and exchange-traded call options, in hedge transactions, in covering previously established short positions and in settlement of other transactions in standardized or over-the-counter options; or

 

 

6.

In a combination of any of the above transactions.

 

Some of the selling stockholders may be eligible and may elect to sell some or all of their shares pursuant to additional exemptions to the registration requirements of the Securities Act, including but not limited to, Rule 144 promulgated under the Securities Act, rather than pursuant to this Registration Statement.

 

Under certain circumstances the selling stockholders and any broker/dealers that participate in the distribution may be deemed to be “underwriters” within the meaning of the Securities Act. Any commissions received by such broker/dealers and any profits realized on the resale of shares by them may be considered underwriting discounts and

 

12

 



 

commissions under the Securities Act. The selling stockholders may agree to indemnify such broker/dealers against certain liabilities, including liabilities under the Securities Act.

 

The selling stockholders will also be subject to applicable provisions of the Exchange Act and regulations under the Exchange Act, which may limit the timing of purchases and sales of the shares by the selling stockholders. Furthermore, under Regulation M under the Exchange Act, any person engaged in the distribution or the resale of shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. All of the above may affect the marketability of the securities and the availability of any person or entity to engage in market-making activities with respect to our common stock.

 

The selling stockholders will pay all commissions, transfer fees, and other expenses associated with the sale of securities by them. The shares offered hereby are being registered by us, and we have paid the expenses of the preparation of this prospectus. We have not made any underwriting arrangements with respect to the sale of shares offered hereby.

 

We do not intend to engage in any distribution efforts on behalf of any of the holders of our common stock other than providing for registration of the securities registered for sale with the U.S. Securities and Exchange Commission.

 

Each of the selling stockholders is acting independently of us in making decisions with respect to the timing, price, manner and size of each with the distribution of the shares. There is no assurance, therefore, that the selling stockholders will sell any or all of the shares. In connection with the offer and sale of the shares, we have agreed to make available to the selling stockholders copies of this prospectus and any applicable prospectus supplement and have informed the selling stockholders of the need to deliver copies of this prospectus and any applicable prospectus supplement to purchasers at or prior to the time of any sale of the shares offered hereby.

 

Legal Proceedings

 

Our sole officer, employee and director has not been convicted in a criminal proceeding, exclusive of traffic violations.

 

Our sole officer, employee and director has not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

 

Our sole officer, employee and director has not been convicted of violating a federal or state securities or commodities law.

 

There are no pending legal proceedings against us.

 

No director, officer, significant employee or consultant of Teacher’s Pet, Inc. has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 

Directors, Executive Officers, Promoters and Control Persons

 

Teacher’s Pet, Inc.’s sole director was elected by the stockholders to a term of one (1) year and serves until his successor is elected and qualified. The sole officer was appointed by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. We are authorized to appoint not less than one, without limitation to the maximum amount of individuals, director to the Board of Directors. We currently have no plans for adding any additional directors to our board. The Board of Directors has no nominating, auditing or compensation committees.

 

 

13

 



 

 

The following table sets forth certain information regarding our executive officers and directors as of the date of this prospectus:

 

Name

Age

Position

Period of Service (1)

 

 

 

 

Tracie Hadama

29

President, Secretary, CEO and Director (2)

September 2006 – 2007

 

Notes:

 

 

1.

Our sole director will hold office until the next annual meeting of the stockholders, which shall be held in September of 2007, and until successors have been elected and qualified. Our officers were appointed by our sole director and will hold office until she resigns or is removed from office.

 

 

2.

At the date of this prospectus, we are not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

 

Background of Directors, Executive Officers, Promoters and Control Persons

 

Tracie Hadama, President, Chief Executive Officer and Director: Tracie Hadama has been an educator in the Clark County School District from 1999 through 2005. She began her career as an educator at John C. Vanderburg Elementary School in Henderson, Nevada from 1999 to 2001. Most recently, Mrs. Hadama was a third-grade teacher at Elise L. Wolff Elementary School, in Las Vegas, Nevada, from 2001 through 2005. Concurrently, from 2002 to 2005, Mrs. Hadama has participated in the Clark County School District New Teacher Orientation Cadre, a mandatory program for all teachers new to the district. The cadre seeks to provide new teachers with practical, real-world knowledge from peers that is rarely learned in a university classroom or from a textbook. In addition, Mrs. Hadama has been involved in various school committees and has served as grade level chairperson. Mrs. Hadama obtained her Bachelor’s Degree in Elementary Education from the University of Nevada, Las Vegas in 1999. In 2004, she completed her Master’s Degree with an emphasis in Literacy from Lesley University. Mrs. Hadama is currently devoting all her efforts to executing the business plan of Teacher’s Pet, Inc.

 

Security Ownership of Certain Beneficial Owners and Management

 

The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of our common stock by all persons known by us to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power.

 

Title Of Class

Name, Title and Address of Beneficial Owner of Shares (1)

Amount of Beneficial Ownership (2)

Percent of Class

Before Offering

After Offering (3)

 

 

 

 

 

Common

Tracie Hadama, President, Secretary and CEO

3,000,000

87.20%

87.20%

 

 

 

 

 

 

All Directors and Officers as a group (1 person)

3,000,000

87.20%

87.20%

 

Notes:

 

 

1.

The address for Tracie Hadama is c/o Teacher’s Pet, Inc., 340 W. Locust Dr., Chandler, AZ 85248.

 

 

2.

As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

 

 

3.

Assumes the sale of the maximum amount of this offering (440,500 shares by the selling stockholders). The aggregate amount of shares to be issued and outstanding, assuming a maximum offering is 3,440,500.

 

 

14

 

 



 

Description of Securities

 

Teacher’s Pet, Inc.’s authorized capital stock consists of 100,000,000 shares of common stock, having a $0.001 par value per share.

 

The holders of our common stock:

 

 

1.

Have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by our Board of Directors;

 

 

2.

Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

 

 

3.

Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

 

 

4.

Are entitled to one vote per share on all matters on which stockholders may vote.

 

All shares of common stock now outstanding are fully paid for and non assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable.

 

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.

 

We have no current plans to neither issue any preferred stock nor adopt any series, preferences or other classification of preferred stock. The Board of Directors is authorized to (i) provide for the issuance of shares of the authorized preferred stock in series and (ii) by filing a certificate pursuant to the law of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders. Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

 

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.

 

 

15

 



 

 

Non-Cumulative Voting

 

Holders of shares of Teacher’s Pet, Inc.’s common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

 

Cash Dividends

 

As of the date of this prospectus, Teacher’s Pet, Inc. has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Reports

 

1.

After this offering, we expect to furnish our shareholders with audited annual financial reports certified by our independent accountants.

 

2.

After this offering, we intend to file periodic and current reports required by the Securities Exchange Act of 1934 with the Securities and Exchange Commission to maintain the fully reporting status.

 

3.

You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov.

 

Interest of Named Experts and Counsel

 

Legal Matters

 

The validity of the shares of common stock that we are registering hereby will be passed upon for us by Wendy E. Miller, Esq., Newport Beach, California, who holds no interest in our common stock.

 

Experts

 

Moore & Associates, Chartered, independent registered public accounting firm, have audited our financial statements at December 31, 2005 and 2004, as set forth in his report. We have included our financial statements in this prospectus and elsewhere in the registration statement in reliance on Moore & Associates, Chartered’s report, given on their authority as experts in accounting and auditing.

 

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

 

Indemnification of Directors and Officers

 

Teacher’s Pet, Inc.’s Articles of Incorporation, its Bylaws, and certain statutes provide for the indemnification of a present or former director or officer. See Item 24 “Indemnification of Directors and Officers,” on page 45.

 

 

 

16

 



 

 

The Securities and Exchange Commission’s Policy on Indemnification

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to any provisions contained in its Certificate of Incorporation, or Bylaws, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Organization Within Last Five Years

 

Teacher’s Pet, Inc. was incorporated in Nevada on September 17, 2004.

 

Tracie Hadama serves as our sole officer, director and employee.

 

Please see “Recent Sales of Unregistered Securities” on page 45 for our capitalization history.

 

Description of Business

 

Business Development and Summary

 

Teacher’s Pet, Inc. was incorporated in Nevada on September 17, 2004.

 

Our administrative office is located at 340 W. Locust Drive, Chandler, AZ 85248.

 

Our fiscal year end is December 31.

 

We are a development stage company that plans to sell educational books, supplies and aides to teachers and schools. We have initiated our development and start-up activities, but have not commenced planned principal operations. As of the date of this prospectus, we have generated no revenues. Our operations to date have been devoted to the following:

 

1.

Formation of the Company;

 

2.

Obtaining seed capital through sales of our common stock; and

 

3.

Identified and begun to contact potential manufacturers, suppliers and distributors.

 

Business of Issuer

 

Principal Products and Principal Markets

 

Teacher’s Pet, Inc. was formed with the purpose of selling educational materials, such as curriculum-based books, workbooks and other support materials, as well as educational computer software programs. Our target market consists primarily of elementary schools and teachers of grades kindergarten through sixth initially in the Phoenix, Arizona and Las Vegas, Nevada metropolitan areas. Although we anticipate devoting significantly all of our efforts to market teacher’s supplies directly to educators and schools, we believe that parents who home-school their children may also be attracted to our proposed products. We believe that children may benefit from being exposing to educational stimuli at an early age outside the classroom environment.

 

 

 

17

 



 

 

It is our desire to provide teachers with the tools to create an effective classroom environment. We understand that a teacher’s time is his or her most precious commodity. Even the simplest classroom management tasks can be time-consuming. Every minute spent on block-printing desktop name tags, composing welcome letters, writing behavior reports, devising and constructing activities, drawing diagrams, or creating any of the other forms, letters and work sheets teachers use every day is a minute lost to content-based planning and preparation. This lost time equates to less focused instruction for children and potentially lower academic achievement.

 

Our business is concentrated in the educational products industry, which consists of educational school supplies and equipment for school and classroom use. We intend to offer a broad assortment of third-party developed products from publishers and manufacturers. These products will allow us to reach teachers and other education professionals looking for a diverse range of products to fulfill the educational needs of the children in their classroom and include, but are not limited to, the following:

 

 

1.

Chapter books,

 

 

2.

Educational videos,

 

 

3.

Curriculum outlines,

 

 

4.

Lesson planning guides and

 

 

5.

Classroom management tools.

 

We will not manufacture, publish or otherwise produce any item. Instead, we will seek to purchase these items from outside sources. We have identified and begun to contact potential suppliers and manufacturers, including Evan-Moore and Steck Vaughn Publishing. To date, however, we have not placed any purchase orders for inventory items. Tracie Hadama, our sole officer and director, will undertake all merchandising activities. We are still in the development stage, and we do not have any saleable inventory and have not yet identified any specific products that we would like to stock.

 

Distribution Methods of the Products

 

We initially intend to focus our sales efforts on establishing direct contact with educators and school administrators in the Las Vegas, Nevada and Phoenix, Arizona metropolitan areas. Lists of schools are readily available either on the Internet or in telephone books, which we will use to compile a database of potential marketing opportunities. Our direct sales methods will initially encompass brochures, telephone contact and face-to-face visits by our sole officer and director. As of the date of this registration statement, we have not begun to compile a list of schools, we have not formulated a marketing plan and we have not designed any marketing materials.

 

From our inception to the date of this prospectus, we have not engaged in any sales activities. We have no methods of distribution in place, nor do we have any merchandise to distribute. However, it is anticipated that when we are required to fulfill customer orders, we will use general parcel services such as United Parcel Service, DHL and Federal Express.

 

Industry Background and Competition

 

The demand for educational products is fundamentally driven by the size of the preschool and elementary school-age population and levels of student enrollment. According to the U.S. Department of Education, the preprimary school-age population (consisting of children ages three to five) is expected to be approximately 11.6 million by 2007 and the elementary school-age population (consisting of children ages five to thirteen) is expected to be approximately 35.2 million that same year. We believe that, given the size of the preschool and elementary school-age populations and levels of student enrollment, the educational products industry will continue to experience significant demand in coming years.

 

 

 

18

 



 

 

The educational products industry is also dependent on the number of schools and teachers educating the preschool and elementary school-age populations. According to the U.S. Department of Education, in 2000, there were approximately 16,000 school districts, 92,000 elementary schools and 3.3 million elementary school teachers in the United States. Because the population of children is expected to remain high, we believe that these figures will not significantly decrease in the near future, and may increase as education professionals, school administrators and parents demand that classroom size be decreased in order for children to learn more effectively.

 

Academic research continues to highlight the importance of learning in the early age groups, i.e. ages one through seven, and the media is increasingly focusing on the importance of parental involvement during this critical stage of growth and brain development. We believe that parents are taking on an increasingly significant role in setting educational standards for their children’s development. In their efforts to help their children learn, improve their children’s standardized test scores and make learning fun, parents are increasingly selecting and purchasing a wide variety of educational products for their children to use at home. With thousands of educational products to choose from and few reliable sources of information, parents are faced with the challenge of finding quality educational products and selecting the right products for their children.

 

The market for educational supplies is very competitive, highly fragmented and is characterized by pricing pressures, brand awareness and recognition, as well as convenience, reliability and accessibility. Most of our expected competition exists on a local or regional basis, or are dedicated exclusively to operating via the Internet. We expect to compete with many online and physical retailers, which can be divided into several groups:

 

 

1.

Traditional store-based teacher’s supply stores,

 

 

2.

On-line only retailers,

 

 

3.

On-line efforts of traditional store-based retailers and

 

 

4.

Catalog retailers of educational materials.

 

We are a start-up company without a base of operations and lacking an ability to generate sales. As such, our competitive position is unfavorable in the general marketplace. Unless we implement our planned operations and begin to generate revenues, we will not be able to maintain our operations. Significantly all of our current and potential traditional competitors have longer operating histories, larger customer or user bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Our competitors may be able to secure products from vendors on more favorable terms, fulfill customer orders more efficiently and adopt more aggressive pricing or inventory availability policies than we can. Many of these current and potential competitors can devote substantially more resources to advertising and marketing campaigns than we will be able to.

 

Need for Government Approval of Principal Products

 

While we believe we are and will be in substantial compliance with the laws and regulations which regulate our business, and that we possess all the licenses required in the conduct of our business, the failure to comply with any of those laws or regulations, or the imposition of new laws or regulations could negatively impact our proposed business.

 

Effect of Existing or Probable Governmental Regulations

 

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to retailing.

 

Number of total employees and number of full time employees

 

We are currently in the development stage. During the development stage, we plan to rely exclusively on the services of Tracie Hadama, our sole officer and director, to set up our business operations. Mrs. Hadama currently works for us on a full-time basis and expects to devote approximately 20-40 hours per week to our business, or as needed. There are no other full- or part-time employees. We believe that our operations are currently on a small scale that is manageable by this individual.

 

 

19

 



 

 

Reports to Security Holders

 

 

1.

After this offering, we will furnish our shareholders with audited annual financial reports certified by our independent accountants.

 

 

2.

After this offering, we will file periodic and current reports, which are required in accordance with Section 15(d) of the Securities Act of 1933, with the Securities and Exchange Commission to maintain the fully reporting status.

 

 

3.

The public may read and copy any materials Teacher’s Pet, Inc. files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov.

 

Management’s Discussion and Plan of Operation

 

This section must be read in conjunction with the Audited Financial Statements included in this prospectus.

 

Teacher’s Pet, Inc. was incorporated in the State of Nevada on September 17, 2004. We are a startup and have not yet realized any revenues. Our efforts, to date, have focused primarily on the development and implementation of our business plan. No development related expenses have been or will be paid to our affiliates. In order to commence our planned principal operations, we must identify and contact potential publishers, manufacturers and suppliers of educational products, accumulate an inventory of saleable merchandise and create and implement a marketing strategy. Our management designates the following as our priorities for the next six to 12 months:

 

 

1.

Identify publishers, manufacturers and suppliers: Our business objective is to sell educational materials to teachers, schools and parents. We plan to rely exclusively upon the efforts of outside sources to manufacture and supply any products we may sell. We will not manufacture any products internally. In order to obtain saleable merchandise, we must identify potential publishers, manufacturers and suppliers. Our President, Tracie Hadama, intends to identify such potential suppliers through Internet searches, recommendations from potential customers and through her experience and expertise as a former educator. We have identified and begun to contact potential suppliers and manufacturers, including Evan-Moore and Steck Vaughn Publishing. We have not placed any purchase orders with these manufacturers, to date. We plan to continuously look for suppliers of educational merchandise.

 

 

2.

Purchase inventory: We currently have no inventory for sale. In order to generate sales, we must begin to purchase inventory. We expect to identify specific manufacturers, suppliers and publishers from whom we plan to purchase merchandise from within the next three to six months. However, we have not yet purchased any saleable merchandise. Unless we begin to acquire inventory for sale, we will be unable to begin to generate revenues.

 

 

3.

Develop and implement a direct marketing strategy: Within three to six months following this offering, assuming we have begun to obtain a saleable inventory of educational supplies and materials, we expect to develop and implement a promotional strategy to generate awareness of our company and proposed products. Our focus is on approaching school educators and administrators directly with our proposed product offerings. Our management will attempt to establish direct relationships through telephone calls or face-to-face visits.

 

We believe that the Internet and telephone directories contain publicly available information about schools and school districts, as well as personnel employed. Our management plans to accumulate a database of schools, employees and contact information using this information, which is typically widely available without charge. We have not identified any specific schools or employees and have not begun to compile a database of contact information. We expect to continuously assess new marketing strategies; thus, we cannot predict whether the actual marketing and advertising efforts we implement will remain in its current form or not. To date, we have not developed or implemented any marketing strategy.

 

 

20

 

 



 

During the three month period ended September 30, 2006, we did not generate any revenues, and incurred a net loss of $3,590, attributable to $122 in depreciation expense recognized from our computer equipment and $3,468 in general and administrative expenses related primarily to expenses related to this registration statement. During the three months ended September 30, 2005, we did not generate any revenues and incurred a net loss of $122, related solely to depreciation expense.

 

In the nine month period ended September 30, 2006, we did not generate any revenues and we incurred a net loss from operations of $4,033, of which $365 was due to depreciation expense and $3,668 was attributable to general and administrative costs. In the prior year ago nine month period ended September 30, 2005, we generated no revenues and our net loss was $548, attributable to $365 in depreciation expense and $183 in general and administrative expenses.

 

From our inception to September 30, 2006, we generated no revenues, while experiencing an aggregate net loss of $5,338. The cumulative net loss was attributable, in part, to depreciation expense of $926 related to our computer equipment. We also incurred $4,412 in general and administrative expenses related to the costs of start-up operations and the preparation of this registration statement.

 

Since our incorporation, we have raised capital through private sales of our common equity. Since our inception, we have issued 3,000,000 shares of our common stock to Tracie Hadama, our sole officer and director, at a price per share of $0.001 in exchange for total cash in the amount of $4,800. Additionally, we conducted private placement offerings in which we sold an aggregate of 440,500 shares of our common stock to 32 unrelated third parties for total cash proceeds of $22,025. We believe that the funds received in the private placement will be sufficient to satisfy our start-up and operating requirements for the next 12 months. The table below sets forth the anticipated use of the private placement funds:

 

 

 

Amount

 

Amount

 

Estimated

 

 

 

Allocated

 

Expended

 

Completion

 

 

 

 

 

 

 

 

 

 

 

Offering expenses

 

$

4,500

 

$

3,250

 

Use as needed

 

Inventory

 

$

3,000

 

$

0

 

June 30, 2006

 

Marketing and advertising

 

$

3,000

 

$

0

 

June 30, 2006

 

Office equipment and supplies

 

$

500

 

$

0

 

Use as needed

 

SEC reporting expenses

 

$

6,750

 

$

0

 

Use as needed

 

Working Capital

 

$

4,275

 

$

218

 

Use as needed

 

 

We have allocated approximately $4,775 towards general business purposes. Of this amount, $500 is intended to be used to purchase general office supplies and $4,275 is set aside for general working capital to be used for non-specific uses as expenses or opportunities arise.

 

In conjunction with this registration statement, we have budgeted $4,500 to cover offering costs such as accounting, legal and professional fees such as Edgar and regulatory expenses. To date, we have spent an aggregate of $3,250 on offering costs related to this registration statement. In the event this registration statement is declared effective, we expect to incur an additional approximately $6,750 in expenses related to being a public reporting company during the next at least 12 months.

 

Our business model is to sell educational supplies to teachers and parents. In order to generate sales, we must begin to purchase inventory, for which we have initially allocated up to $3,000. We believe this to be sufficient to establish a base of operations, upon which to begin generating revenues. We expect to begin contacting manufacturers, suppliers and publishers within the next three to six months. However, we have not yet purchased any saleable merchandise, nor have we contacted potential manufacturers and suppliers.

 

In order to begin generating revenues, we are focused on building a client base and fostering referral sources. Our management believes that establishing our brand name is imperative to our ability to generate brand awareness and thereby attract customers to purchase educational materials from us. Approximately six months from the date of this registration statement, assuming we have begun to accumulate a saleable inventory of educational supplies, we plan to develop a marketing scheme and direct sales campaign, for which we have allocated $3,000 to finance. Our focus is on approaching school educators and administrators directly with our proposed product offerings. We expect to continuously assess new marketing strategies; thus, we cannot predict whether our planned direct marketing efforts will remain in its current form or not. To date, we have not developed or implemented any marketing strategy.

 

 

21

 



 

 

Mrs. Hadama, our sole officer and director, recognizes that we are required to continuously file reports with the SEC and any exchange we may be listed on, and understands the resultant increased costs of being a public reporting company. Mrs. Hadama believes that investors are more agreeable to invest in a company that intends to become a public company rather than to remain private with no foreseeable exit strategy for shareholders. Thus, Mrs. Hadama raised capital via private placement offerings through May 2006 with the intention of Teacher’s Pet becoming a public reporting company. Our private investors held no influence on the decision to become a public company.

 

In addition, Mrs. Hadama believes that a benefit of being a public company is the access to capital markets. We believe that if additional funds are required to finance our continuing operations, we may be able to obtain more capital by pursuing an offering of equity or debt securities.

 

All use of proceeds figures represent our management’s best estimates and are not expected to vary significantly. However, in the event we incur or expect to incur expenses materially outside of these estimates, we intend to file an amended registration statement, of which this prospectus is a part of, disclosing the changes and the reasons for any revisions.

 

Our sole officer and director believes that our cash on hand as of September 30, 2006, in the amount of $21,905, is sufficient to maintain our current level of operations for the next approximately 12 months. Generating sales in the next 12 months is imperative for us to continue as a going concern. However, we cannot guarantee that we will generate any revenues. If we do not generate sufficient revenues to meet our expenses over the next 12 months, we may need to raise additional capital by issuing equity or debt securities in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

 

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our sole officer and director appear sufficient at this time. Our sole officer and director works for us on a part-time basis, and is prepared to devote additional time, as necessary. We do not expect to hire any additional employees over the next 12 months.

 

Our management does not expect to incur research and development costs.

 

We currently do not have any material contracts and or affiliations with third parties.

 

We do not have any off-balance sheet arrangements.

 

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

 

We have not paid for expenses on behalf of our director. Additionally, we believe that this fact shall not materially change.

 

Description of Property

 

Teacher’s Pet, Inc. uses office space at 340 W. Locust Drive, Chandler, Arizona 85248. Mrs. Tracie Hadama, our sole officer and director, is providing the office space, located at Mrs. Hadama’s residence, at no charge to us. We believe that this arrangement is suitable given that our current operations are primarily administrative. We also believe that we will not need to lease additional administrative offices for at least the next 12 months. There are currently no proposed programs for the renovation, improvement or development of the facilities we currently use.

 

Our management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. We do not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

 

 

22

 



 

 

Certain Relationships and Related Transactions

 

On September 17, 2003, we issued 1,400,000 shares of $0.001 par value common stock to Tracie Hadama, our sole officer and director, in exchange for cash in the amount of $1,400.

 

On September 30, 2004, Mrs. Hadama paid for expenses on our behalf in the amount of $200, related specifically to the filing of our annual list of officers and directors in the State of Nevada.

 

On October 17, 2004, we issued an additional 1,600,000 shares of our $0.001 par value common stock to Mrs. Hadama, in exchange for cash in the amount of $3,400.

 

Additionally, we use office space and services provided without charge by Mrs. Hadama.

 

Market for Common Equity and Related Stockholder Matters

 

Market Information

 

As of the date of this prospectus, there is no public market in our common stock.

 

As of the date of this prospectus,

 

 

1.

There are no outstanding options of warrants to purchase, or other instruments convertible into, common equity of Teacher’s Pet, Inc.;

 

 

2.

There are currently 3,000,000 shares of our common stock held by Tracie Hadama, our sole officer, director and employee, that are ineligible to be sold pursuant to Rule 144 under the Securities Act, none of which we have agreed to register for sale;

 

 

3.

In the future, all 3,000,000 shares of common stock not registered under this Prospectus may be eligible for sale pursuant to Rule 144 under the Securities Act.

 

 

4.

Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.

 

Holders

 

As of the date of this prospectus, Teacher’s Pet, Inc. has 3,440,500 shares of $0.001 par value common stock issued and outstanding held by 33 shareholders of record. Our transfer agent is expected to be Holladay Stock Transfer, 2939 N. 67th Place, Suite C, Scottsdale, Arizona 85251, phone (480) 481-3940.

 

Dividends

 

Teacher’s Pet, Inc. has never declared or paid any cash dividends on its common stock. For the foreseeable future, Teacher’s Pet intends to retain any earnings to finance the development and expansion of its business, and it does not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including Teacher’s Pet’s financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.

 

 

 

23

 



 

 

Executive Compensation

 

Summary Compensation Table

 

 

Annual Compensation

 

Long-Term Compensation

Name and

Principal Position

Year

Salary ($)

Bonus ($)

Other Annual Compen-sation ($)

Restricted Stock Awards ($)

Securities Underlying Options (#)

LTIP Payouts ($)

All Other Compen-sation ($)

 

 

 

 

 

 

 

 

 

Tracie Hadama

2006

0

0

0

0

0

0

0

President

2005

0

0

0

0

0

0

0

 

2004

0

0

0

0

0

0

0

 

Directors’ Compensation

 

Our director is not entitled to receive compensation for services rendered to us, or for each meeting attended except for reimbursement of out-of-pocket expenses. We have no formal or informal arrangements or agreements to compensate our director for services she provides as a director of our company.

 

Employment Contracts And Officers’ Compensation

 

Since our incorporation, we have not paid any compensation to our sole officer, director and employee. We do not have employment agreements. Any future compensation to be paid will be determined by our Board of Directors, and an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as we are cash flow positive.

 

Stock Option Plan And Other Long-Term Incentive Plan

 

We currently do not have existing or proposed option/SAR grants.

 

Financial Statements

 

(a) Audited Financial Statements as of December 31, 2005 and 2004

 

(b) Unaudited Financial Statements as of September 30, 2006

 

 

 

 

24

 



 

 

Teacher’s Pet, Inc.

(A Development Stage Company)

 

Audited Financial Statements

December 31, 2005 and 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25

 



 

 

MOORE & ASSOCIATES, CHARTERED

 

ACCOUNTANTS AND ADVISORS

 

 

PCAOB REGISTERED

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors

Teacher’s Pet, Inc. (A Development Stage Company) Las Vegas, Nevada

 

We have audited the accompanying balance sheet of Teacher’s Pet, Inc. (A Development Stage Company) as of December 31, 2005 and 2004, and the related statements of operations, stockholders’ equity and cash flows from inception September 17, 2004, through December 31, 2005 and 2004, and the period then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teacher’s Pet, Inc (A Development Stage Company) as of December 31, 2005 and 2004 and the results of its operations and its cash flows from inception September 17, 2004, through December 31, 2005 and 2004 and the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s net losses of $1,305 and has no sales as of December 31, 2005 and 2004 raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Moore & Associates, Chartered

 

Moore & Associates Chartered

Las Vegas, Nevada

November 15, 2006

 

 

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702) 253-7501

 

F1

 

26

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Balance Sheets

 

 

 

 

December 31,

 

December 31,

 

 

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

 

$

10,823

 

$

2,981

 

Subscriptions receivable

 

 

8,000

 

 

 

Total current assets

 

 

18,823

 

 

2,981

 

 

 

 

 

 

 

 

 

Fixed assets, net

 

 

897

 

 

1,383

 

 

 

 

 

 

 

 

 

 

 

$

19,720

 

$

4,364

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

 

$

 

Total current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares

 

 

 

 

 

 

 

authorized, 3,000,000 and 3,160,500 shares issued

 

 

 

 

 

 

 

and outstanding as of 12/31/04 and 12/31/05, respectively

 

 

3,161

 

 

3,000

 

Additional paid-in capital

 

 

9,864

 

 

2,000

 

Common stock subscribed (160,000 shares)

 

 

8,000

 

 

 

(Deficit) accumulated during development stage

 

 

(1,305

)

 

(636

)

 

 

 

19,720

 

 

4,364

 

 

 

 

 

 

 

 

 

 

 

$

19,720

 

$

4,364

 

 

 

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

 

 

F2

 

27

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Statements of Operations

 

 

 

 

For the years ended

 

September 17, 2004

 

 

 

December 31,

 

(Inception) to

 

 

 

2005

 

2004

 

December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Expenses :

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

 

486

 

 

75

 

 

561

 

General and administrative expense

 

 

183

 

 

561

 

 

744

 

Total expenses

 

 

669

 

 

636

 

 

1,305

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) before provision for taxes

 

 

(669

)

 

(636

)

 

(1,305

)

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(669

)

$

(636

)

$

(1,305

)

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

 

 

common shares outstanding - basic and fully diluted

 

 

3,000,601

 

 

2,707,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per share-basic and fully diluted

 

$

(0.00

)

$

(0.00

)

 

 

 

 

 

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

 

 

F3

 

28

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Statement of Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

Additional

 

 

 

During

 

Total

 

 

 

 

 

Paid-in

 

Subscriptions

 

Development

 

Stockholders’

 

 

 

Shares

 

Amount

 

Capital

 

Receivable

 

Stage

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Founders shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

issued for cash

 

1,400,000

 

$

1,400

 

$

 

$

 

$

 

$

1,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Donated capital

 

 

 

 

 

200

 

 

 

 

 

 

 

 

200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Founders shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

issued for cash

 

1,600,000

 

 

1,600

 

 

1,800

 

 

 

 

 

 

 

 

3,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period September 17, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(inception) to December 31, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

(636

)

 

(636

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2004

 

3,000,000

 

 

3,000

 

 

2,000

 

 

 

 

(636

)

 

4,364

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Private Placement

 

160,500

 

 

161

 

 

7,865

 

 

 

 

 

 

 

 

8,025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscriptions receivable

 

160,000

 

 

 

 

 

 

 

 

8,000

 

 

 

 

 

8,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

(669

)

 

(669

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2005

 

3,320,500

 

$

3,161

 

$

9,865

 

 

8,000

 

$

(1,305

)

$

19,720

 

 

 

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

 

F4

 

29

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Statements of Cash Flows

 

 

 

 

For the years ended

 

September 17, 2004

 

 

 

December 31,

 

(Inception) to

 

 

 

2005

 

2004

 

December 31, 2005

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(669

)

$

(636

)

$

(1,305

)

Adjustments to reconcile net (loss) to

 

 

 

 

 

 

 

 

 

 

net cash (used) by operating activities:

 

 

 

 

 

 

 

 

 

 

Subscriptions receivable

 

 

(8,000

)

 

 

 

(8,000

)

Depreciation

 

 

486

 

 

75

 

 

561

 

Net cash (used) by operating activities

 

 

(8,183

)

 

(561

)

 

(8,744

)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

Purchase of fixed assets

 

 

 

 

(1,458

)

 

(1,458

)

Net cash provided by investing activities

 

 

 

 

(1,458

)

 

(1,458

)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

Donated capital

 

 

 

 

200

 

 

200

 

Issuances of common stock

 

 

8,025

 

 

4,800

 

 

12,825

 

Common stock subscribed

 

 

8,000

 

 

 

 

8,000

 

Net cash provided by financing activities

 

 

16,025

 

 

5,000

 

 

21,025

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

7,842

 

 

2,981

 

 

10,823

 

Cash – beginning

 

 

2,981

 

 

 

 

 

Cash – ending

 

$

10,823

 

$

2,981

 

$

10,823

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$

 

$

 

$

 

Income taxes paid

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

 

 

Subscriptions receivable

 

$

8,000

 

$

 

$

8,000

 

Number of shares issued for subscriptions receivable

 

 

160,000

 

 

 

 

160,000

 

 

 

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

 

 

F5

 

30

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Notes

 

Note 1 – History and organization of the company

 

The Company was organized September 17, 2004 (Date of Inception) under the laws of the State of Nevada, as Teacher’s Pet, Inc. The Company has had no operations and is considered a development stage company. The business of the Company is to sell supplies for teachers via the Internet. The Company has no operations and in accordance with SFAS #7, the Company is considered a development stage company. The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock.

 

Note 2 – Accounting policies and procedures

 

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2005 and 2004.

 

Equipment

Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

 

Computer Equipment

3 years

 

Revenue recognition

The Company’s financial statements are prepared under the accrual method of accounting. The Company recognizes revenue primarily from the sale of teaching materials and supplies. The Company recognizes revenue from product sales when the products are sold, shipped and title passes to the purchaser. Revenues are recognized in the period the products are sold and costs are recorded in the period incurred, rather than paid. Based on historical data, the Company does not anticipate returns and therefore does not provide an allowance for returns or refunds.

 

Advertising costs

The Company expenses all costs of advertising as incurred. There were no advertising costs included in selling, general and administrative expenses for the years ended December 31, 2005 and 2004.

 

Impairment of long-lived assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. No such impairments have been identified by management at December 31, 2005 and 2004.

 

Cost of Goods Sold

Cost of goods sold consists of the purchase price of products sold, inbound and outbound shipping charges, packaging supplies and costs associated with revenues and marketplace business. The purchase price of the products, outbound shipping charges and the cost of tangible supplies used to package products for shipment to customers totaled $0 during the years ended December 31, 2005 and 2004.

 

F6

 

31

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Notes

 

Note 2 – Accounting policies and procedures (continued)

 

Loss per share

Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. The Company had no dilutive common stock equivalents, such as stock options or warrants as of December 31, 2005 and 2004.

 

Inventory

Inventories consist of merchandise held for sale in the ordinary course of business, including cost of freight and other miscellaneous acquisition costs, and are stated at the lower of cost, or market determined on the first-in-first- out basis. The Company records a write-down for inventories which have become obsolete or are in excess of anticipated demand or net realizable value. The Company performs a detailed review of inventory each period that considers multiple factors including demand forecasts, market conditions, product life cycle status, product development plans and current sales levels. If future demand or market conditions for the Company’s products are less favorable than forecasted or if unforeseen changes negatively impact the utility of the Company’s inventory, it may be required to record additional write-downs which would negatively impact gross margins in the period when the write-downs are recorded. If actual market conditions are more favorable, the Company may have higher gross margins when products incorporating inventory that was previously written down are sold.

 

Reporting on the costs of start-up activities

Statement of Position 98-5 (SOP 98-5), “Reporting on the Costs of Start-Up Activities,” which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred. SOP 98-5 is effective for fiscal years beginning after December 15,

1998. With the adoption of SOP 98-5, there has been little or no effect on the Company’s financial statements.

 

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2005 and 2004. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

Income Taxes

The Company follows Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

 

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 

F7

 

32

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Notes

 

Note 2 – Accounting policies and procedures (continued)

 

General and administrative expenses

The significant components of general and administrative expenses consists of meals and entertainment expenses, legal and professional fees, outside services, office supplies, postage, and travel expenses.

 

Segment reporting

The Company follows Statement of Financial Accounting Standards No. 130, “Disclosures About Segments of an Enterprise and Related Information”. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

 

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

 

Recent pronouncements

In May 2003, the FASB issued SFAS No. 150 (SFAS #150), “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS #150 changes the classification in the statement of financial position of certain common financial instruments from either equity or mezzanine presentation to liabilities and requires an issuer of those financial statements to recognize changes in fair value or redemption amount, as applicable, in earnings. SFAS #150 is effective for financial instruments entered into or modified after May 31, 2003, and with one exception, is effective at the beginning of the first interim period beginning after June 15, 2003. The effect of adopting SFAS #150 will be recognized as a cumulative effect of an accounting change as of the beginning of the period of adoption. Restatement of prior periods is not permitted. SFAS #150 did not have any impact on the Company’s financial position or results of operations.

 

In March 2004, the U.S. Securities and Exchange Commission’s Office of the Chief Accountant and the Division of Corporate Finance released Staff Accounting Bulletin No. 105 (SAB #105), “Loan Commitments Accounted for as Derivative Instruments.” This bulletin contains specific guidance on the inputs to a valuation-recognition model to measure loan commitments accounted for at fair value, and requires that fair-value measurement include only differences between the guaranteed interest rate in the loan commitment and market interest rate, excluding any expected future cash flows related to the customer relationship or loan servicing. In addition, SAB #105 requires the disclosure of the accounting policy for loan commitments, including methods and assumptions used to estimate the fair value of loan commitments, and any associated hedging strategies. SAB #105 is effective for derivative instruments entered into subsequent to March 31, 2004 and should be applied to existing instruments as appropriate. The Company does not anticipate that SAB #105 will a material impact, if any, on the financial statements.

 

In September 2004, The Emerging Issues Task Force reached a consensus on Issue 04-08 (EITF 04-08), “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share,” which requires the inclusion of shares related to contingently convertible debt instruments for computing diluted earnings earning per share using the “if converted method,” regardless of whether the market price contingency has been met. EITF 04-08 is effective for all periods ending after December 15, 2004 and includes retroactive adjustments to historically reported diluted earning per share. In management’s opinion, the adoption of EITF 04-08 does not currently have an impact on the Company’s operating results or financial position.

 

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of “so abnormal” which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company does not believe adopting this new standard will have a significant impact to its financial statements.

 

F8

 

33

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Notes

 

Note 2 – Accounting policies and procedures (continued)

 

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 (SFAS #153), “Exchanges of Non-Monetary Assets, an Amendment of Accounting Principle Board (APB) No. 29.” This statement amends APB Opinion No. 29 (APB 29), “Accounting for Nonmonetary Transactions.” Earlier guidance had been based on the principle that exchanges of nonmonetary assets should be based on the fair value of the assets exchanged and APB 29 included certain exceptions to this principle. However, SFAS #153 eliminated the specific exceptions for nonmonetary exchanges with a general exception rule for all exchanges of nonmonetary assets that do not have commercial and economic substance. A nonmonetary exchange has commercial substance only if the future cash flows of the entity is expected to change significantly as a result of the exchange. This statement is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005. The implementation of SFAS #153 has not made a material impact on the Company’s financial statement presentation or its disclosures.

 

In December 2004, the FASB issued a revised Statement of Financial Accounting Standards No. 123 (SFAS #123R), “Share-Based Payments.” SFAS #123R replaced Statement of Financial Accounting Standards No. 123 (SFAS #123), “Accounting for Stock-Based Compensation,” and superseded Accounting Principles Board Opinion No. 25 (APB 25), “Accounting for Stock Issued to Employees.” In March 2005, the U.S. Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 107 (SAB 107), which expresses views of the SEC staff regarding the interaction between SFAS #123R and certain SEC rules and regulations, and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. SFAS #123R will require compensation cost related to share-based payment transactions to be recognized in the financial statements. SFAS #123R required public companies to apply SFAS #123R in the first interim or annual reporting period beginning after June 15, 2005. In April 2005, the SEC approved a new rule that delays the effective date, requiring public companies to apply SFAS #123R in their next fiscal year, instead of the next interim reporting period, beginning after June 15, 2005.

 

SFAS #123R requires measurement of the cost of share-based payment transactions to employees at the fair value of the award on the grant date and recognition of expense over the requisite service or vesting period. It requires implementation using a modified version of prospective application, under which compensation expense of the unvested portion of previously granted awards and all new awards will be recognized on or after the date of adoption. SFAS #123R also allows companies to adopt SFAS #123R by restating previously issued statements, basing the amounts on the expense previously calculated and reported in their pro forma footnote disclosures required under SFAS #123. The Company will adopt SFAS #123R during the fiscal year 2006. It is management’s position that SFAS #123R does not have a material effect on its financial statements and disclosures.

 

Year end

The Company has adopted December 31 as its fiscal year end.

 

Note 3 - Going concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of ($1,305) for the period from September 17, 2004 (inception) to December 31, 2005, and had no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

These financial statements do not include any adjustments that might arise from this uncertainty. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

In the event additional capital is required, the President of the Company has agreed to provide funds as a loan over the next twelve-month period, as may be required. However, the Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

F9

 

34

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Notes

 

Note 4 – Fixed assets

 

Fixed assets as of consisted of the following:

 

 

 

December 31,

 

 

 

2005

 

2004

 

Computer equipment

 

$

1,458

 

$

1,458

 

Accumulated depreciation

 

 

(561

)

 

(75

)

 

 

$

897

 

$

1,383

 

 

During the years ended December 31, 2005 and 2004, the Company recorded depreciation expense of $486 and $75, respectively.

 

Note 5 – Income taxes

 

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (SFAS #109),

“Accounting for Income Taxes,” which requires use of the liability method. SFAS #109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

 

For the years ended December 31, 2005 and 2004, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2005, the Company had approximately $1,305 of federal and state net operating losses. The net operating loss carryforwards, if not utilized, will begin to expire in 2024.

 

The components of the Company’s deferred tax asset are as follows:

 

 

 

December 31

 

 

 

2005

 

2004

 

Deferred tax assets:

 

 

 

 

 

 

 

Net operating loss carryforwards

 

 

1,305

 

 

636

 

Total deferred tax assets

 

 

1,305

 

 

636

 

Net deferred tax assets before valuation allowance

 

 

1,305

 

 

636

 

Less: Valuation allowance

 

 

(1,305

)

 

(636

)

Net deferred tax assets

 

$

-0

-

$

-0

-

 

For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2005 and 2004.

 

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

 

 

 

Year Ended December 31

 

 

 

2005

 

2004

 

Federal and state statutory rate

 

$

(1,305

)

$

(636

)

Change in valuation allowance on deferred tax assets

 

 

1,305

 

 

636

 

 

 

$

-0

$

-0

F10

 

35

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Notes

 

Note 6 – Stockholders’ equity

 

The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock. The company has only one class of stock. All rights and privileges normally associated with stock ownership are vested in that single class of stock.

 

On September 17, 2003, the Company issued 1,400,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $1,400.

 

On September 30, 2004, the sole officer and director of the Company paid for expenses on our behalf in the amount of $200. The entire amount is donated and has been recorded as additional paid-in capital.

 

On October 17, 2004, the Company issued 1,600,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $3,400.

 

Through December 2005, the Company issued 160,500 shares of its $0.001 par value common stock for total cash of $8,025 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended. In addition, there were subscriptions receivable in the amount of $8,000 for 160,000 shares of par value common stock.

 

As of December 31, 2005, there have been no other issuances of common stock.

 

Note 7 – Warrants and options

 

As of December 31, 2005 and 2004, there were no warrants or options outstanding to acquire any additional shares of common stock.

 

Note 8 – Related party transactions

 

In September 2004, the Company issued 1,400,000 shares of its $0.001 par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $1,400.

 

A shareholder, officer and director of the Company paid for expenses of the Company totaling $200. This amount has been donated to the Company, is not expected to be repaid and is considered additional paid-in capital.

 

In October 2004, the Company issued 1,600,000 shares of its $0.001 par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $3,400.

 

The Company does not lease or rent any property. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

Note 9 – Subsequent events

 

On January 20, 2006, the Company received cash in the amount of $8,000 in satisfaction of subscriptions receivable for 160,000 shares of the Company’s par value common stock related to a private placement conducted pursuant to Regulation D, Rule 505 of the Securities Act of 1933, as amended.

 

In May 2006, the Company issued 120,000 shares of its par value common stock for total cash of $6,000 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.

 

F11

 

36

 



 

 

(b) Unaudited Financial Statements as of September 30, 2006

 

 

Teacher’s Pet, Inc.

(A Development Stage Company)

 

Unaudited Financial Statements

September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

F12

 

37

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Balance Sheet

(unaudited)

 

 

 

September 30,

 

 

 

2006

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

Cash

 

$

21,905

 

Total current assets

 

 

21,905

 

 

 

 

 

 

Fixed assets, net

 

 

533

 

 

 

 

 

 

 

 

$

22,438

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

750

 

Total current liabilities

 

 

750

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares

 

 

 

 

authorized, 3,440,500 shares issued and outstanding

 

 

3,441

 

Additional paid-in capital

 

 

23,585

 

(Deficit) accumulated during development stage

 

 

(5,338

)

 

 

 

21,688

 

 

 

 

 

 

 

 

$

22,438

 

 

 

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

 

 

F13

 

38

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Statements of Operations

(unaudited)

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

September 17, 2004

 

 

 

September 30,

 

September 30,

 

(Inception) to

 

 

 

2006

 

2005

 

2006

 

2005

 

September 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

122

 

 

122

 

 

365

 

 

365

 

 

926

 

General and administrative expenses

 

 

3,468

 

 

 

 

3,668

 

 

183

 

 

4,412

 

Total expenses

 

 

3,590

 

 

122

 

 

4,033

 

 

548

 

 

5,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) before provision for income taxes

 

 

(3,590

)

 

(122

)

 

(4,033

)

 

(548

)

 

(5,338

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(3,590

)

$

(122

)

$

(4,033

)

$

(548

)

$

(5,338

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

common shares outstanding – basic and fully diluted

 

 

3,340,500

 

 

3,000,000

 

 

3,274,807

 

 

3,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per share – basic and fully diluted

 

$

(0.00

)

$

(0.00

)

$

(0.00

)

$

(0.00

)

 

 

 

 

 

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

 

 

 

F14

 

39

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company)

Statements of Cash Flows

(unaudited)

 

 

 

Nine Months Ended

September 17, 2004

 

September 30,

(Inception) to

 

2006

2005

September 30, 2006

Cash flows from operating activities

 

 

 

Net (loss)

$(4,033)

$(548)

$(5,338)

Adjustments to reconcile net (loss) to

 

 

 

net cash (used) by operating activities:

 

 

 

Subscriptions receivable

8,000

-

-

Depreciation

365

365

926

Changes in operating assets and liabilities:

 

 

 

Increase in accounts payable

750

-

750

Net cash (used) by operating activities

5,082

(183)

(3,662)

 

 

 

 

Cash flows from investing activities

 

 

 

Purchase of fixed assets

-

-

(1,458)

Net cash (used) by investing activities

-

-

(1,458)

 

 

 

 

Cash flows from financing activities

 

 

 

Donated capital

-

-

200

Issuances of common stock

14,000

8,025

26,825

Common stock subscribed

(8,000)

-

-

Net cash provided by financing activities

6,000

8,025

27,025

 

 

 

 

Net increase (decrease) in cash

11,082

7,842

21,905

Cash – beginning

10,823

2,981

-

Cash – ending

$21,905

$10,823

$21,905

 

 

 

 

Supplemental disclosures:

 

 

 

Interest paid

$-

$-

$-

Income taxes paid

$-

$-

$-

 

 

 

 

Non-cash transactions:

 

 

 

Subscriptions receivable

$8,000

$-

$-

Number of shares issued for subscriptions receivable

160,000

-

-

 

 

 

 

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

 

F15

 

40

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company) Notes

(Unaudited)

 

Note 1 – Basis of presentation

 

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2005 and notes thereto included in the Company’s Form SB-2 registration statement. The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operations for the interim periods are not indicative of annual results.

 

Note 2 – History and organization of the company

 

The Company was organized September 17, 2004 (Date of Inception) under the laws of the State of Nevada, as Teacher’s Pet, Inc. The Company has had minimal operations and is considered a development stage company. The business of the Company is to sell supplies for teachers via the Internet. The Company has no operations and in accordance with SFAS #7, the Company is considered a development stage company. The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock.

 

Note 3 – Going concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of ($5,338) for the period from September 17, 2004 (inception) to September 30, 2006, and had no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its business opportunities.

 

In the event additional capital is required, the President of the Company has agreed to provide funds as a loan over the next twelve-month period, as may be required. However, the Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

 

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

 

 

F16

 

41

 



 

 

Teacher’s Pet, Inc.

(a Development Stage Company) Notes

(Unaudited)

 

Note 4 – Fixed assets

 

Fixed assets as of September 30, 2006 consisted of the following:

 

 

 

September 30, 2006

 

 

 

 

 

 

Computer equipment

 

$

1,458

 

Accumulated depreciation

 

 

(926

)

 

 

$

533

 

 

During the nine months ended September 30, 2006, the Company recorded depreciation expense of $365.

 

Note 5 – Stockholders’ equity

 

The Company is authorized to issue 75,000,000 shares of its $0.001 par value common stock. The company has only one class of stock. All rights and privileges normally associated with stock ownership are vested in that single class of stock.

 

On September 17, 2003, the Company issued 1,400,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $1,400.

 

On September 30, 2004, the sole officer and director of the Company paid for expenses on our behalf in the amount of $200. The entire amount is donated and has been recorded as additional paid-in capital.

 

On October 17, 2004, the Company issued 1,600,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $3,400.

 

Through December 2005, the Company issued 320,500 shares of its $0.001 par value common stock for total cash of $16,025 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended. In addition, there were subscriptions receivable in the amount of $8,000 for 160,000 shares of par value common stock.

 

In May 2006, the Company issued 120,000 shares of its par value common stock for total cash of $6,000 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.

 

As of September 30, 2006, there have been no other issuances of common stock.

 

Note 6 – Warrants and options

 

As of September 30, 2006, there were no warrants or options outstanding to acquire any additional shares of common stock.

 

 

F17

 

42

 



 

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 

None.

 

 

 

 

 

 

 

 

 

 

 

43

 



 

 

Dealer Prospectus Delivery Obligation

 

Prior to the expiration of ninety days after the effective date of this registration statement or prior to the expiration of ninety days after the first date upon which the security was bona fide offered to the public after such effective date, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

 

 

 

 

 

 

 

 

 

 

44

 



 

 

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

 

Indemnification of Directors and Officers.

 

Teacher’s Pet’s Articles of Incorporation and its Bylaws provide for the indemnification of a present or former director or officer. Teacher’s Pet indemnifies any of its directors, officers, employees or agents who are successful on the merits or otherwise in defense on any action or suit. Such indemnification shall include, expenses, including attorney’s fees actually or reasonably incurred by him. Nevada law also provides for discretionary indemnification for each person who serves as or at Teacher’s Pet’s request as one of its officers or directors. Teacher’s Pet may indemnify such individuals against all costs, expenses and liabilities incurred in a threatened, pending or completed action, suit or proceeding brought because such individual is one of Teacher’s Pet’s directors or officers. Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, Teacher’s Pet’s best interests. In a criminal action, he must not have had a reasonable cause to believe his conduct was unlawful.

 

Nevada Law

 

Pursuant to the provisions of Nevada Revised Statutes 78.751, the Corporation shall indemnify its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation. The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

 

Other Expenses of Issuance and Distribution.

 

The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the common stock being registered. Teacher’s Pet has agreed to pay all costs and expenses relating to the registration of its common stock. All amounts are estimated.

 

EDGAR Conversion Fees

 

$

500

 

Transfer Agent Fees

 

 

750

 

Accounting and Legal Fees

 

 

3,250

 

Total

 

$

4,500

 

 

Recent Sales of Unregistered Securities.

 

On September 17, 2004, we issued 1,400,000 shares of our common stock to Tracie Hadama, our founding shareholder and sole officer and director, for cash in the amount of $1,400. Subsequently, on October 17, 2004, we issued an additional 1,600,000 shares of our common stock to Mrs. Hadama for cash in the amount of $3,400. These sales of stock did not involve any public offerings, general advertising or solicitation. At the time of the issuance, Mrs. Hadama had fair access to and was in possession of all available material information about our company, as she is the sole officer and director of Teacher’s Pet, Inc. The shares bear a restrictive transfer legend. On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

 

 

 

45

 

 



 

In December 2005, we sold an aggregate of 320,500 shares of our common stock to 29 shareholders, none of whom are affiliates of Teacher’s Pet. The shares were issued at a price of $0.05 per share for total cash in the amount of $16,025, of which $8,000 was considered subscriptions receivable at December 31, 2005, and were subsequently cleared in January 2006. The shares bear a restrictive transfer legend. This December 2005 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Teacher’s Pet, Inc., including an audited balance sheet, statements of income, changes in stockholders’ equity and cash flows. Each purchaser was given the opportunity to ask questions of us. Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

 

In May 2006, we sold an aggregate of 120,000 shares of our common stock to three shareholders, none of whom are affiliates of Teacher’s Pet. The shares were issued at a price of $0.05 per share for total cash in the amount of $6,000. The shares bear a restrictive transfer legend. This May 2006 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about Teacher’s Pet, Inc., including an audited balance sheet, statements of income, changes in stockholders’ equity and cash flows. Each purchaser was given the opportunity to ask questions of us. Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

 

Exhibits

 

Exhibit Number

Name and/or Identification of Exhibit

 

 

3.

Articles of Incorporation & By-Laws

 

a) Articles of Incorporation

 

b) Bylaws

 

 

5.

Opinion on Legality

 

Attorney Opinion Letter.

 

 

23.

Consent of Experts and Counsel

 

a) Consent of Counsel, incorporated by reference to Exhibit 5 of this filing.

 

b) Consent of Independent Registered Public Accounting Firm.

 

Undertakings

 

In this Registration Statement, we are including undertakings required pursuant to Rule 415 of the Securities Act and Rule 430A under the Securities Act.

 

Under Rule 415 of the Securities Act, we are registering securities for an offering to be made on a continuous or delayed basis in the future. The registration statement pertains only to securities (a) the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.

 

Based on the above-referenced facts and in compliance with the above-referenced rules, we include the following undertakings in this Registration Statement:

 

A. The undersigned Registrant hereby undertakes:

(1)

To file, during any period, in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing,

 

46

 



 

any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of the Registration Fee” table in the effective Registration Statement; and

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

B.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

 

 

 

 

 

 

 

47

 



 

 

SIGNATURES

 

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the State of Arizona on November 22, 2006.

 

 

TEACHER’S PET, INC.

(Registrant)

 

By: /s/ Tracie Hadama , President & CEO

 

 

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:

 

 

 

 

 

Signature

Title

Date

 

 

 

 

 

 

/s/ Tracie Hadama

President, CEO and Director

November 22, 2006

Tracie Hadama

 

 

 

 

 

/s/ Tracie Hadama

Chief Financial Officer

November 22, 2006

Tracie Hadama

 

 

 

 

 

/s/ Tracie Hadama

Chief Accounting Officer

November 22, 2006

Tracie Hadama

 

 

 

 

 

 

 

 

 

 

 

48

 

 

 

DEAN HELLER

Secretary of State

206 North Carson Street

Carson City, Nevada 89701-4299

(775) 684 8708

Website: secretaryofstate.biz

 

Articles of Incorporation

 

(PURSUANT TO NRS 78)

 

Important. Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

 

1.

Name of

 

 

Corporation:

Teacher’s Pet, Inc.

 

 

 

2.

Resident Agent

Nascent Group, Inc.

 

Name and Street

Name

 

Address:

5440 W. Sahara Ave., Suite 202

Las Vegas

Nevada

89146

 

(must be a Nevada address

Street Address

City

State

Zip Code

 

where process may be

 

 

 

 

 

served)

Optional Mailing Address

City

State

Zip Code

 

 

 

3.

Shares:

75,000,000

$0.001

N/A

 

(number of shares

Number of shares

Par value:

Number of shares

 

corporation authorized to

with par value:

 

without par value:

 

Issue)

 

 

 

 

 

 

4.

Names

Tracie Hadama

 

& Addresses,

Name

 

of Board of

1052 Las Palmas Entrada

Henderson

Nevada

89012

 

Directors/Trustees:

Street Address

City

State

Zip Code

 

(attached additional page

 

 

there is more than 3

Name

 

directors/trustees)

 

 

 

 

 

 

Street Address

City

State

Zip Code

 

 

 

 

 

Name

 

 

 

 

 

 

 

 

Street Address

City

State

Zip Code

 

 

 

5.

Purpose:

The purpose of this Corporation shall be:

 

(optional-see instructions)

 

 

 

 

6.

Names, Address

Tracie Hadama

/s/ Tracie Hadama

 

and Signature of

Name

Signature

 

Incorporator:

1052 Las Palmas Entrada

Henderson

Nevada

89012

 

(attached additional page

Street Address

City

State

Zip Code

 

there is more than 1

 

 

incorporator)

 

 

 

 

7.

Certificate of

I hereby accept appointment as Resident Agent for the above named corporation.

 

Acceptance of

 

 

Appointment of

/s/ Patrick Deparini obo Nascent Group, Inc.

9/17/06

 

Resident Agent:

Authorized Signature of R.A. or On Behalf of R.A. Company

Date

 

This form must be accompanied by appropriate fees. See attached fee schedule.

 

 

 

 

BYLAWS

OF

TEACHER’S PET, INC.

 

ARTICLE I

OFFICES

The principal office of the Corporation in the State of Nevada shall be located in Las Vegas, County of Clark. The Corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

 

ARTICLE II

SHAREHOLDERS

SECTION 1. Annual Meeting . The annual meeting of the shareholders shall be held on the first day in the month of September in each year, beginning with the year 2005, at the hour of ten o’clock a.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as soon as conveniently may be.

SECTION 2. Special Meetings . Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than fifty percent (50%) of all the outstanding shares of the Corporation entitled to vote at the meeting.

SECTION 3. Place of Meeting . The Board of Directors may designate any place, either within or without the State of Nevada, unless otherwise prescribed by statute, as

 

1

 



 

the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of Nevada, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of the meeting will be the principal office of the Corporation.

SECTION 4. Notice of Meeting . Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record . For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of

 

2

 



 

shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 6. Voting Lists . The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or at any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

SECTION 7. Quorum . A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 8. Proxies . At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder by his/her duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.

SECTION 9. Voting of Shares . Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10. Voting of Shares by Certain Holders . Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be

 

3

 



 

voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and the shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 11. Informal Action by Shareholders . Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

 

ARTCLE III

BOARD OF DIRECTORS

SECTION 1. General Powers . The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

SECTION 2. Number, Tenure and Qualifications . The number of directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1). Each director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified.

SECTION 3. Regular Meetings . A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by

 

4

 



 

resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.

SECTION 4. Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

SECTION 5. Notice . Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the notice be given to the telegraph company. Any directors may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6. Quorum . A majority of the number of directors fixed by Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 7. Telephonic Meeting . A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and the participation in a meeting under such circumstances shall constitute presence at the meeting.

SECTION 8. Manner of Acting . The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 9. Action Without a Meeting . Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.

 

5

 



 

 

SECTION 10. Vacancies . Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

SECTION 11. Resignation . Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 12. Removal . Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

SECTION 13. Compensation . By resolution of the Board of Directors, each director may be paid for his/her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 14. Contracts . No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction. Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no directors shall be liable in any way by reason of

 

6

 



 

such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair, invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

SECTION 15. Committees . The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

SECTION 16. Presumption of Assent . A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered into the minutes of the meeting or unless he/she shall file written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

 

ARTICLE IV

OFFICERS

SECTION 1. Number . The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such

 

7

 



 

period as it may determine any office except those of President and Secretary. Any two or more offices may be held by the same person. Officers may be directors or shareholders of the Corporation.

SECTION 2. Election and Term of Office . The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified, or until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3. Resignation . Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4. Removal . Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will.

SECTION 5. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6. President . The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He/she shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman will preside. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation,

 

8

 



 

any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 7. Vice President . In the absence of the President or in event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Directors. If no such rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having first rank.

SECTION 8. Secretary . The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute book provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the president certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

SECTION 9. Treasurer . The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give

 

9

 



 

receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 10. Salaries . The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a director of the corporation.

SECTION 11. Sureties and Bonds . In case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his/her duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his/her hands.

SECTION 12. Shares of Stock of Other Corporations . Whenever the Corporation is the holder of shares of stock of any other corporation, any right of power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of directors may authorize.

 

ARTICLE V

INDEMNITY

The Corporation shall indemnify its directors, officers and employees as follows:

 

Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving

 

10

 



 

at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article.

 

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts . The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans . No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

 

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SECTION 4. Deposits . All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

 

ARTICLE VII

SHARES OF STOCK

SECTION 1. Certificates for Shares . Certificates representing shares of the Corporation shall be in such a form as shall be determined by the Board of Directors. Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors to do so, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares . Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his/her legal representative, who shall furnish proper evidence of authority to transfer, or by his/her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Provided, however, that upon any action undertaken by the shareholders to elect S Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders’ agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the Bylaws so long as said agreement is in force and effect.

 

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ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the thirty first day of December of each year.

 

ARTICLE IX

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

 

ARTICLE X

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words “Corporate Seal.”

 

ARTICLE XI

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE XII

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.

 

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CERTIFICATION

 

The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 29 th day of September, 2004.

 

 

 

/s/ Tracie Hadama

 

 

Tracie Hadama, Secretary

 

 

 

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WENDY E. MILLER, ESQ.

 

 

November 20, 2006

 

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20002

 

Re: Teacher’s Pet, Inc.

 

Dear Sir or Madam:

 

I have acted as special counsel for Teacher’s Pet, Inc., a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form SB-2 (the "Registration Statement"), dated November 20, 2006, with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of up to 440,500 shares of the Company's common stock (the "Common Stock"), expected to be sold by the Selling Shareholders. Such shares are to be issued under the Registration Statement, and the related Prospectus to be filed with the Commission. The details of the offering are described in the Registration Statement on Form SB-2, and amendments to be made thereto.

 

I have examined instruments, documents and records, which I deemed relevant and necessary for the basis of my opinion hereinafter expressed. I have done so in light of Nevada Revised Statutes Chapters 78 and 90, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed. The instruments, document and records I have examined include, among other items, the following:

 

1.

The Registration Statement dated November 20, 2006;

2.

The Articles of Incorporation of Teacher’s Pet, Inc.;

3.

Corporate Charter of Teacher’s Pet, Inc.;

3.

The Bylaws of Teacher’s Pet, Inc.; and

4.

Copies of Executed Subscription Agreements.

 

To my knowledge, the Company is not a party to any legal proceedings, there are no known judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as may be set forth in the registration statement. I am not aware of any disputes involving the Company and the Company has no known claim, actions or inquiries from any federal, state or other government agency, other than as may be set forth in the registration statement. I am not aware of any claims against the Company or any reputed claims against it at this time, other than as may be set forth in the registration statement.

 

The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonable incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer. This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.

 

Based on my examination of the documents provided to this office, information received from the Company, analysis of the applicable laws and judicial interpretations of the State of Nevada, I am of the opinion that 440,500 shares of common stock to be offered and sold by the Selling Shareholders are duly authorized shares of common stock, which are legally issued, fully paid and non-assessable.

 

 

25498 Eastbluff Drive #437, Newport Beach, California 92660

Telephone: (949) 400-8913 * Facsimile: (949) 625-8885

 



United States Securities and Exchange Commission

11/20/2006

Page 2 of 2

 

 

 

I hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of my name wherever it appears in said Registration Statement, including the Prospectus constituting a part thereof, as originally filed or as subsequently amended or supplemented. In giving such consent, I specifically do not allege to being an "expert" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

 

Sincerely,

 

/s/ Wendy E. Miller, Esq.

 

Wendy E. Miller, Esq.

 

 

 

 

 

 

 

 

 

 

 

 

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the use, in the registration statement on Form SB-2 of Teacher’s Pet, Inc, of our report dated November 15, 2006 on our audit of the financial statements of Teacher’s Pet, Inc. for the years ended December 31, 2005 and 2004 and from September 17, 2004 (Date of Inception) to December 31, 2005, and the reference to us under the caption “Experts.”

 

/s/ Moore & Associates, Chartered

 

Moore & Associates Chartered

Las Vegas, Nevada

November 22, 2006