-----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, LdmSE+pxojZ3rCfbJQqht69QJNg8gkJlGKGaVuA/V2eKg+5G41+n4X6OSvpLU4Qb PNCuR/mi+DRm4o4dXedNEQ== 0001393905-09-000436.txt : 20091127 0001393905-09-000436.hdr.sgml : 20091126 20091002123355 ACCESSION NUMBER: 0001393905-09-000436 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090909 ITEM INFORMATION: Changes in Registrant's Certifying Accountant FILED AS OF DATE: 20091002 DATE AS OF CHANGE: 20091014 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: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-138944 FILM NUMBER: 091101217 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/A 1 tpet_8ka.htm tpet_8ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment Number 1
to
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): September 9, 2009


TEACHER’S PET, INC.
(Exact name of Registrant as specified in charter)
 
 
Nevada
333-138944
20-1681362
(State of Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
1052 Las Palmas Entrada
 
Henderson, Nevada
89012
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code:
(702) 879-8565
 
 
 
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
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))




 
 

 

ITEM 4.01  CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB") revoked the registration of Moore & Associates, Chartered because of violations of PCAOB rules and auditing standards in auditing the financial statements of companies other than Registrant, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and non-cooperation with a board investigation.

On September 9, 2009, the Board of Directors of the Registrant approved the dismissal of Moore & Associates, Chartered as its certifying independent registered public accountants.  None of the reports of Moore & Associates, Chartered on the financial statements of the Registrant contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern paragraph in Moore & Associates, Chartered's report on our financial statements as of and for either of the past two fiscal years ended December 31, 2008 and 2007.

During the Registrant’s two most recent fiscal years and the subsequent interim period through the date of dismissal, there were no disagreements with Moore & Associates, Chartered on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to Moore & Associates, Chartered's satisfaction, would have caused them to refer to the subject matter of the disagreement(s) in connection with their report; and there were no "reportable events" as defined in Item 304 (a)(1) of the Securities and Exchange Commission's Regulation S-K.

As of September 9, 2009, the Registrant has engaged Seale and Beers, CPAs, as its independent registered public accounting firm commencing September 9, 2009, for the fiscal year ended December 31, 2009.  During the two most recent years and the subsequent interim period through the date of engagement, neither the Registrant nor anyone engaged on its behalf has consulted with Seale and Beers, CPAs regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) or (v) of Regulation S-K).

The Registrant has furnished Moore & Associates, Chartered with a copy of the disclosures under this Item 4.01 and has requested that Moore & Associates, Chartered provide a letter addressed to the SEC stating whether or not they agree with the statements made herein or stating the reasons in which they do not agree.  Moore & Associates, Chartered has indicated that they will not be issuing any such statement.






 
2

 

 
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.

TEACHER’S PET, INC.
(Registrant)
     
Signature
Title
Date
     
/s/ Tracie Hadama
President and CEO
September 30, 2009
Tracie Hadama
   
     
/s/ Tracie Hadama
Secretary
September 30, 2009
Tracie Hadama
   
     
/s/ Tracie Hadama
Chief Financial Officer
September 30, 2009
Tracie Hadama
   
















 
3

 

CORRESP 2 filename2.htm tpet_corsp.htm
Teacher’s Pet, Inc.
 
 
1052 Las Palmas Entrada
 
Phone:
702.879-8565
 
 
Henderson, Nevada 89012
 
eFax:
866-546-2411
 



September 30, 2009

To:
Ta Tanisha Meadows
 
Staff Accountant
 
United States Securities and Exchange Commission
 
Division of Corporation Finance
 
100 F Street, N.E.
 
Washington, D.C. 20549
   
Re:
Teacher’s Pet, Inc.
 
Item 4.01 Form 8-K
 
Filed September 10, 2009
 
File No.: 333-138944

Dear Ms. Meadows:

The following are the Registrant’s responses and revisions to its filing, pursuant to your letter dated September 10, 2009:

Item 4.01 Form 8-K Filed September 10, 2009

1.           We note that your Audit Committee approved the dismissal of Moore & associates, Chartered, on September 9, 2009.  Please disclose the date that you actually dismissed Moore & Associates, Chartered.  Refer to paragraph (a)(1)(i) of Regulation S-K.

The Registrant acknowledges that the PCAOB revoked the registration of Moore & Associates, Chartered on August 27, 2009.  However, it was not until September 9, 2009, that the Registrant became aware of such action taken by the PCAOB.  At such time, the Board of Directors of the Registrant did dismiss Moore & Associates, Chartered.

2.           Please state whether the decision to change accountants, which includes the engagement of a new accountant, was recommended or approved by any audit or similar committee of the board of directors, of the board of directors, if there is no such committee.  Refer to paragraph (a)(1)(iii) of Item 304 of Regulation S-K.

The Registrant has not formed an audit committee of the board of directors.  Therefore, the decision to change accountants was made by the board of directors.  Resultantly, the second paragraph of the Form 8-K has been revised to remove reference to an audit committee.


 
 

 
Re: Teacher’s Pet, Inc.
September 30, 2009
Page 2 of 3

3.           Please revise your disclosure in the second paragraph to state whether the reports of Moore & Associates, Chartered on the financial statements for either of the past two fiscal years contained any adverse opinion or disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles.  Refer to paragraph (a)(1)(ii) of Item 304 of Regulation S-K.

Paragraph two of the Form 8-K has been revised, as follows:

None of the reports of Moore & Associates, Chartered on the financial statements of the Registrant contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern paragraph in Moore & Associates, Chartered's report on our financial statements as of and for either of the past two fiscal years ended December 31, 2008 and 2007.

4.           Please revise your disclosure in the third paragraph regarding the period during which there were no disagreements or reportable events.  This period should include the two most recent years and the subsequent interim period through the date of dismissal.  Refer to paragraph (a)(1)(v) of Item 304 of Regulation S-K.

Paragraph three of the Form 8-K has been revised, as follows:

During the Registrant’s two most recent fiscal years and the subsequent interim period through the date of dismissal, there were no disagreements with Moore & Associates, Chartered on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to Moore & Associates, Chartered's satisfaction, would have caused them to refer to the subject matter of the disagreement(s) in connection with their report; and there were no "reportable events" as defined in Item 304 (a)(1) of the Securities and Exchange Commission's Regulation S-K.

5.           Please disclose the date that you actually engaged Seale and Beers, CPAs, in the fourth paragraph.

The Registrant reaffirms that it engaged Seale and Beers, CPAs on September 9, 2009.

6.           Please revise your disclosure in the fourth paragraph regarding the period during which there was no consultation with Seale and Beers, CPAs.  This period should include the two most recent years and the subsequent interim period through the date of engagement.  Refer to paragraph (a)(2) of Item 304 of Regulation S-K.

Paragraph four of the Form 8-K has been revised, as follows:

During the two most recent years and the subsequent interim period through the date of engagement, neither the Registrant nor anyone engaged on its behalf has consulted with Seale and Beers, CPAs regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) or (v) of Regulation S-K).

7.           Please note that you are also required to file a letter from the former accountant stating whether the firm agrees with the statements made in any amendment to the filing and, if not, stating the respects in which the firm does not agree.  Refer to Items 304(a)(3) and 601(b)(16) of Regulation S-K.  If Moore & Associates, Chartered informs you that it will not provide the required letter, please disclose that fact in the amendment.

The Registrant contacted Moore & Associates, Chartered in an attempt to satisfy the requirements of Regulation S-K.  However, Moore & Associates, Chartered indicated that they will not be issuing any such statement.  The Form 8-K disclosure has been revised to reflect this fact.


 
 

 
Re: Teacher’s Pet, Inc.
September 30, 2009
Page 3 of 3

The Registrant further acknowledges that:

1.           The company is responsible for the adequacy and accuracy of the disclosures in the filing;

2.           staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

3.           the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your expedient and diligent review of this file.  If any further questions or comments should arise, feel free to contact Wendy E. Miller, Esq., corporate counsel, at (949) 400-8913.

Sincerely,

/s/ Tracie Hadama

Tracie Hadama
President
Teacher’s Pet, Inc.
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 

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