-----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, Jn8NipKnHaai1ssdn5MLyL/c3nmE0i2ENwGfDNux0B+Ly62pYRkeyllRb23Rntoc po1yCqY35Bz2VhsTjKF7UA== 0001393905-09-000446.txt : 20091127 0001393905-09-000446.hdr.sgml : 20091126 20091009122806 ACCESSION NUMBER: 0001393905-09-000446 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: 20091009 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: 091113473 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_8k.htm tpet_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment Number 2
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.

Moore & Associates, Chartered issued its auditors’ report on the financial statements for the years ended December 31, 2008 and December 31, 2007.  As Moore & Associates, Chartered is no longer registered with the PCAOB, the Registrant may not include Moore & Associates, Chartered’s audit reports or consents in its future filings with the Commission.  The Registrant plans to have Seale and Beer, CPAs, the new certified independent accounting firm, re-audit the year ended December 31, 2008, when the year ending December 31, 2009 is being audited, or as may be necessary or required.

On September 9, 2009, the Board of Directors approved the dismissal of, and did so dismiss on such same date, 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 Board of Directors of the Registrant approved the engagement of, and the Registrant did on such same date engage, 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.


 

 
 

 

 
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
October 9, 2009
Tracie Hadama
   
     
/s/ Tracie Hadama
Secretary
October 9, 2009
Tracie Hadama
   
     
/s/ Tracie Hadama
Chief Financial Officer
October 9, 2009
Tracie Hadama
   
















 
 

 

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
 




October 9, 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, and amendments made thereto
 
File No.: 333-138944

Dear Ms. Meadows:

The following are the Registrant’s responses and revisions to its filing, pursuant to your letter dated October 7, 2009:

Amendment No. 1 to Item 4.01 Form 8-K Filed October 2, 2009

 
1.
As previously requested in our letter dated September 2, 2009, please tell us how you plan to address any re-audit issues related to financial statements that were audited by Moore & Associates, Chartered that will be included in future filings with the Commission.

The Registrant affirms that it plans to have Seale and Beer, CPAs, the new certified independent accounting firm, re-audit the year ended December 31, 2008, when the year ending December 31, 2009 is being audited, or as may be necessary or required.  The Form 8-K has been revised, as follows:

Moore & Associates, Chartered issued its auditors’ report on the financial statements for the years ended December 31, 2008 and December 31, 2007.  As Moore & Associates, Chartered is no longer registered with the PCAOB, the Registrant may not include Moore & Associates, Chartered’s audit reports or consents in its future filings with the Commission.  The Registrant plans to have Seale and Beer, CPAs, the new certified independent accounting firm, re-audit the year ended December 31, 2008, when the year ending December 31, 2009 is being audited, or as may be necessary or required.

 
2.
We read your response to comment one in our letter dated September 10, 2009 and note that Moore & Associates, Chartered was dismissed on September 9, 2009.  However, you did not disclose this fact in the amendment.  As previously requested, please disclose that Moore & Associates, Chartered was dismissed and the date thereof.  Refer to paragraph (a)(1)(i) of Item 304 of Regulation S-K.
 

 

 
 

 
Re: Teacher’s Pet, Inc.
October 9, 2009
Page 2 of 2

The Form 8-K has been revised, as follows:

On September 9, 2009, the Board of Directors of the Registrant approved the dismissal of, and did so dismiss on such same date, Moore & Associates, Chartered as its certifying independent registered public accountants.

 
3.
We read your response to comment two in our letter dated September 10, 2009 and note the revision to your disclosure.  We view the dismissal of one accountant and the engagement of another accountant as two separate events.  Therefore, please disclose that the decision to change accountants, which includes the engagement of a new accountant, was approved by your board of directors.  Refer to paragraph (a)(1)(iii) of Item 304 of Regulation S-K

The Form 8-K has been revised, as follows:

As of September 9, 2009, the Board of Directors of the Registrant approved the engagement of, and the Registrant did on such same date engage, Seale and Beers, CPAs, as its independent registered public accounting firm commencing September 9, 2009, for the fiscal year ended December 31, 2009.

 
4.
We read your response to comment five in our letter dated September 10, 2009, but note you have not revised your disclosure.  Please disclose the date that you actually engaged Seale and Beers, CPAs in the fourth paragraph.  Refer to paragraph (a)(2) of Item 304 of Regulation S-K

The Form 8-K has been revised, as follows:

As of September 9, 2009, the Board of Directors of the Registrant approved the engagement of, and the Registrant did on such same date engage, Seale and Beers, CPAs, as its independent registered public accounting firm commencing September 9, 2009, for the fiscal year ended December 31, 2009.

 
5.
Please note that you are 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.

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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