-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CESbxKpPxXZqlUb6jpRiuBNDiPq3R2yCJJuJFm7knLVObOUNtCMdWBpf60OeSh2L 8v56DABOdoymaOCHdbm/nQ== 0001077048-10-000104.txt : 20100826 0001077048-10-000104.hdr.sgml : 20100826 20100825181243 ACCESSION NUMBER: 0001077048-10-000104 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100813 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100826 DATE AS OF CHANGE: 20100825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Teacher's Pet, Inc. CENTRAL INDEX KEY: 0001381435 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 201681362 STATE OF INCORPORATION: NV FISCAL YEAR END: 0820 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53948 FILM NUMBER: 101038545 BUSINESS ADDRESS: STREET 1: 340 W. LOCUST DRIVE CITY: CHANDLER STATE: AZ ZIP: 85248 BUSINESS PHONE: (702) 430-9166 MAIL ADDRESS: STREET 1: 340 W. LOCUST DRIVE CITY: CHANDLER STATE: AZ ZIP: 85248 8-K 1 tpet-8k.htm tpet-8k.htm
 
 

 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 13, 2010

GIGGLES N’ HUGS, INC.

(Exact name of registrant as specified in its charter)

Nevada
333-138944
20-1681362
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer Identification No.)

1000 N. Green Valley Pkwy.
Suite 440-484
Henderson, Nevada
 
 
89074
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (702) 879-8565

Teacher’s Pet, Inc.

(Former name or former address, if changed since last report)

Copies of Communications to:
Stoecklein Law Group
Emerald Plaza
402 West Broadway
Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 

Section 5 – Corporate Governance and Management

Item 5.03 Amendment to Articles of Incorporation or Bylaws.

On August 20, 2010, the Registrant changed its name from Teacher’s Pet, Inc. to Giggles N’ Hugs, Inc.  The name change occurred as a result of a stockholder proposal which was approved by a majority of the stockholders of the Registrant at the Annual Meeting on August 13, 2010.

Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The following proposals were submitted to the stockholders by proxy at the 2010 Annual Meeting of Stockholders held on August 13, 2010:

·  
The election of one director to serve for the ensuing year or until her successor is duly elected and qualified.
 
·  
The ratification of Seale and Beers, CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2010.

For more information about the foregoing proposals, see our proxy statement dated July 30, 2010, the relevant portions of which are incorporated herein by reference.  Holders of our common stock are entitled to one vote per share.  Only stockholders of record at the close of business on July 29, 2010, were entitled to vote.  The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below (the shares have been restated to reflect a 15:1 forward stock split enacted on July 30, 2010):

Board of Director Election Results
 
Director Nominee
 
Votes For
 
Votes Against
 
Non-Votes
Tracie Hadama
 
45,090,000
 
0
 
6,517,500

The nominee was elected to the Board of Directors, and will serve as director until our next annual meeting or until her respective successor is elected and qualified.

Ratification of Seale and Beers, CPAs as our independent registered public accounting firm
 
The results of the voting included 45,090,000 votes for, 0 votes against, and 6,517,500 votes abstained.  The appointment was ratified.

Proposal Submitted by Stockholder

At the Annual Stockholder Meeting held on August 13, 2010, a stockholder motioned a proposal to allow the Board of Directors authority to change the name of the Registrant.  The results of the voting included 45,090,000 votes for, 0 votes against, and 6,517,500 votes abstained.


 
2

 

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit
Number
 
 
Description
(3)(i)(b)
 
Certificate of Amendment – Name Change to Giggles N’ Hugs, Inc. – Dated  August 20, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 
GIGGLES N’ HUGS, INC.
   
   
   
 
By: /S/ Tracie Hadama
 
Tracie Hadama, President

Date:  August 25, 2010

 
3

 

EX-3.IB 2 ex3ib.htm CERTIFICATE OF AMENDMENT - NAME CHANGE TO GIGGLES N' HUGS, INC. ex3ib.htm
 
 

 

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708

     
Filed in the office of
Ross Miller
Secretary of State
State of Nevada
Document Number
20100624380-46
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
 
Filing Date and Time
08/20/2010 9:35 AM
 
Entity Number
C25096-2004
         

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

1.  
Name of corporation:
Teacher’s Pet, Inc.

2.  
The articles have been amended as follows:
1. Name of Corporation: Giggles N’ Hugs, Inc.
 
 
 
 
 
 
 

3.  
The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Eighty-seven percent (87%)

4.  
Effective date of filing: (optional) ___________________________________________________

 
5.  
Signature: (required)

X /S/ Tracie Hadama                                                                                  60;        
Signature of Officer

*If any proposed amendment would alter or change any preferences or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 
 

 

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