UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)





[X]
                              Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the Fiscal Year Ended December 31,
      2008[   ]
                              Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For
      the Transition Period from __________ to _____________Commission
      File Number: 333-138944TEACHER’S
      PET, INC.(Name
      of small business issuer in its charter)Nevada
                              20-1681362(State
      or other jurisdiction of incorporation or organization)
                              (I.R.S.
      employer identification number)2415
      W. Weatherby Way
                                Chandler,
      Arizona
                              85248(Address
      of principal executive offices)
                              (Zip
      code)Issuer’s
      telephone number: (702) 430-9166Securities
      Registered Pursuant to Section 12(b) of the Act:Title
      of each class
                              Name
      of each exchange on which registeredNone
                              NoneSecurities
      Registered Pursuant to Section 12(g) of the Act:None(Title
      of class)(Title
      of
class)














Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
[   ]   No [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [X]   No
[   ]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X]   No [   ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [   ]





Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.:





Large
      accelerated filer  [   ]
              Accelerated
      filer  [   ]Non-accelerated
      filer  [   ]  (Do not check if a
      smaller reporting company)
              Smaller
      reporting
company  [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)


Yes
[X]   No [   ]





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the most recent price at which the
common equity was sold: $22,026 as of March 16,
2009.





The
number of shares outstanding of each of the issuer's classes of common equity,
as of March 16, 2009 was 3,440,500.





DOCUMENTS
INCORPORATED BY REFERENCE





If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The
listed documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1990).





None.





Transitional
Small Business Disclosure Format (Check one): Yes [   ] No
[X]
































2


TEACHER’S
PET, INC.


FORM
10-K


For the
year ended December 31, 2008





TABLE
OF CONTENTS








PART I
                  4DESCRIPTION OF BUSINESS
                  4RISK FACTORS
                  6UNRESOLVED STAFF COMMENTS
                  9PROPERTIES
                  9LEGAL PROCEEDINGS
                  9SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                  10PART II
                  10MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS MARKET INFORMATION FOR COMMON
      STOCK
                  10MANAGEMENT’S DISCUSSION AND PLAN OF
      OPERATIONS
                  11FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
                  13CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS
                  29CONTROLS AND PROCEDURES
                  29OTHER INFORMATION
                  29PART III
                  30DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
                  30EXECUTIVE COMPENSATION
                  32SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT
                  32CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE
                  33PRINCIPAL ACCOUNTING FEES AND
    SERVICES
                  33EXHIBITS
                  33SIGNATURES
                  35























3


FORWARD
LOOKING STATEMENTS





This
Annual Report 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,
Teacher’s Pet’s 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 services,
our ability to expand its 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 Report, 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.





PART I





DESCRIPTION OF BUSINESS





Business
Development and Summary





We were
incorporated in the State of Nevada on September 17, 2004.  Our
business objective is to sell educational books, supplies and aides to teachers
and schools.  We have initiated our development and start-up
activities, for which we have incurred an accumulated deficit in the amount of
$23,605 and have not generated any 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;





3.
            Purchased
      saleable inventory; and





4.
            Undertook
      our initial sales and marketing
efforts.





Our
administrative office is located at 2415 W. Weatherby Way, Chandler, Arizona
85248.





Our
fiscal year end is December 31.





Business
of Issuer





Our
products





Teacher’s
Pet, Inc. is in the business 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.  We also 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.





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.





4





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 do not
manufacture, publish or otherwise produce any item.  Instead, we
purchase these items from outside sources.  We have identified and
begun to contact potential suppliers and manufacturers, including Carson Dellosa
Publishing, Incentive Publications and Teacher Created
Materials.  Tracie Hadama, our sole officer and director, undertakes
all merchandising activities.





Distribution
Methods of Our Products





Our sales
efforts are currently focused 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 used to compile a database of potential marketing
opportunities.  Our direct sales methods encompass telephone contact
and face-to-face visits by our sole officer and director.





Since our
inception, we have not sold any of the products in our
inventory.  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.





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.





5





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 competition
exists on a local or regional basis, or are dedicated exclusively to operating
via the Internet.  We 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
development stage 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 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.





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 our sole officer and
director.  There are no other full- or part-time
employees.





Reports
to Security Holders





1.
            We
      will furnish shareholders with annual financial reports certified by our
      independent registered public
accountants.





2.
            We
      are a reporting issuer with the Securities and Exchange
      Commission.  We file periodic 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 we file 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.





RISK FACTORS




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 develop and manage our business and public reporting
requirements.  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.




We have a
limited operational history 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 expect to 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.


6




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




We have
no revenue generating ability and no significant base of
operations.  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, investors 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
sales of our 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 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 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
no 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.





Our
business objective is 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.




7




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 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 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 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.




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 are often 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.




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 this individual.  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.





8


Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.





Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:





1.
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;





2.
            Disclose
      certain price information about the
stock;





3.
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;





4.
            Send
      monthly statements to customers with market and price information about
      the penny stock; and





5.
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.





Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.




FINRA
sales practice requirements may also limit a stockholder's ability to buy and
sell our stock.




In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (FINRA) has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability! to buy and sell our stock and have an
adverse effect on the market for our shares.




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 our
assets; (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 our receipts and expenditures
are being made only in accordance with authorizations of our management and
directors, and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.




We have
one individual performing the functions of all officers and directors. This
individual caused the development of our internal control procedures and is
responsible for monitoring and ensuring compliance with those procedures. As a
result, 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.






9





UNRESOLVED STAFF COMMENTS





None.





PROPERTIES





We use
office space at 2415 W. Weatherby Way, Chandler, Arizona.  Mrs.
Hadama, our sole director and officer and a shareholder, is providing the office
space 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.





LEGAL PROCEEDINGS





No
Director, officer, significant employee, or consultant of Teacher’s Pet, Inc.
has been convicted in a criminal proceeding, exclusive of traffic
violations.





No
Director, officer, significant employee, or consultant of Teacher’s Pet, Inc.
has been permanently or temporarily enjoined, barred, suspended, or otherwise
limited from involvement in any type of business, securities or banking
activities.





No
Director, officer, significant employee, or consultant of Teacher’s Pet, Inc.
has been convicted of violating a federal or state securities or commodities
law.





Teacher’s
Pet, Inc. is not a party to any pending legal proceedings.





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.





SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





PART II





MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS MARKET INFORMATION FOR COMMON STOCK





Market
information





There is
no established public trading market for our securities and a regular trading
market may not develop, or if developed, may not be sustained.  A
shareholder, in all likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible for public
resale.  Furthermore, it is unlikely that a lending institution will
accept our securities as pledged collateral for loans unless a regular trading
market develops.  We have no plans, proposals, arrangements or
understandings with any person with regard to the development of a trading
market in any of our securities.





Holders





As of the
date of this annual report, 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 Pacific Stock Transfer, 500 E. Warm
Springs Road, Suite 240 Las Vegas, Nevada  89123, phone (702)
361-3033.





10


Dividends





Teacher’s
Pet, Inc. has never declared or paid any cash dividends on its common
stock.  For the foreseeable future, TPET 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 our
financial condition and results of operations, capital requirements, contractual
restrictions, business prospects and other factors that the board of directors
considers relevant.





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.





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.





MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS





Forward-Looking
Statements





The
statements contained in all parts of this document that are not historical facts
are, or may be deemed to be, "forward-looking statements" within the meaning
of  Section 27A of  the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934.  Such forward-looking
statements include, but are not limited to, those relating to the following: the
Company's ability to secure necessary financing; plans for opening one or more
restaurant units (including the scope, timing, impact and effects thereof);
expected growth; future operating expenses; future margins; fluctuations in
interest rates; ability to continue to grow and  implement growth, and
regarding future growth, cash needs, operations, business plans and financial
results and any other statements that are not historical facts.





When used
in this document, the words "anticipate," "estimate," "expect," "may," "plans,"
"project," and similar expressions are intended to be among the statements that
identify forward-looking statements.  Our results may differ
significantly from the results discussed in the forward-looking
statements.  Such statements involve risks and uncertainties,
including, but not limited to, those relating to costs, delays and difficulties
related to the Company’s dependence on its ability to attract and retain skilled
managers and other personnel; the intense competition within the restaurant
industry; the uncertainty of the Company's ability to manage and continue its
growth and implement its business strategy; its vulnerability to general
economic conditions; accuracy of accounting and other estimates; the Company's
future financial and operating results, cash needs and demand for services; and
the Company's ability to maintain and comply with permits and licenses; as well
as other risk factors described in this Annual Report. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those
projected.


11


Management’s
Discussion and Analysis





Since our
inception on September 17, 2004 to December 31, 2008, we have not generated any
revenues and have only incurred expenses related to the implementation and
pursuit of our business objectives.  In our efforts to establish a
base of operations, we spent a total of $7,836 during the year ended December
31, 2008, consisting of $1,116 in depreciation expense related to our computer
equipment, as well as $6,720 in general and administrative expenses consisting
of office-related expenses and professional fees.  Our total expenses
in the year ended December 31, 2007 were $8,997, of which $912 is attributable
to depreciation expense and $8,085 to general and administrative
expenses.  Our management expects total expenses to be variable
year-over-year and does not believe comparisons can be relied upon to predict
the level of future ongoing operating expenses.





Aggregate
operating expenses from our inception through December 31, 2008 were $23,088, of
which $3,075 is attributable to depreciation expense and $20,012 in general and
administrative expenses related to the execution of our business
plan.  No development related expenses have been or will be paid to
our affiliates.  We expect to continue to incur general and
administrative expenses for the foreseeable future, although we cannot estimate
the extent of these costs.





For the
year ended December 31, 2008, we reviewed our physical
inventory.  Based on management’s estimates, we impaired various items
in inventory due to current economic conditions, anticipated customer demand and
an overall evaluation of the market for such similar products.  As of
December 31, 2008, we recorded a provision for inventory losses of $513 to write
down inventory to its net realizable value.  This was based on our
management’s best estimates of product sales prices and customer demand
patterns, and our plans to transition our products.  We did not record
any impairment to inventory during the year ended December 31,
2007.





As a
result of our lack of revenues and incurring ongoing expenses related to the
implementation of our business, we have experienced net losses in all periods
since our inception on September 17, 2004.  During the year ended
December 31, 2008, our net loss totaled $8,349, compared to a net loss of $9,001
in the prior year ended December 31, 2007.  Since our inception, we
have accumulated net losses in the amount of $23,605.  We have not
been profitable since our formation.  We anticipate incurring ongoing
operating losses for the foreseeable future and cannot provide any guidance
otherwise.  We have no recurring or guaranteed source of revenues and
cannot predict when, if ever, we will become profitable.  We
anticipate incurring ongoing operating losses and cannot predict when, if at
all, we may expect these losses to plateau or narrow.  There is
significant uncertainty projecting future profitability due to our minimal
operating history and lack of guaranteed ongoing revenue streams.





In order
for us to achieve profitability and support our planned ongoing operations, we
believe that we must generate a minimum of approximately $10,000 - $15,000 in
sales per year.  However, we cannot guarantee that we will generate
any sales, let alone achieve that target.  We believe that to generate
the minimum required amount of revenues to continue as a going concern, we must
further our efforts to establish our brand name.  However, as we have
minimal existing inventory, in the amount of $997, and inadequate capital to
purchase additional inventory for sale, we do not expect to generate sufficient
revenues to meet our expenses over the next 12 months, we believe we will need
to raise additional capital by issuing capital stock or debt instruments in
exchange for cash in order to continue as a going concern.  We cannot
assure you that any financing can be obtained or, if obtained, that it will be
on reasonable terms.  In the event we are unable to obtain further
funding, we will be unable to conduct further operations and, consequently, go
out of business.  Without realization of additional capital, it would
be unlikely for us to continue as a going concern.





Our
management expects that we will experience net cash out-flows for the fiscal
year 2009, given developmental nature of our business.  We believe
that our cash on hand as of December 31, 2008, in the amount of $694, is
insufficient to maintain our current level of operations for the next
approximately 12 months.  If we do not generate sufficient revenues
and cash flows to support our operations over the next 12 months, or if our
costs of operations increase unexpectedly, we may need to raise capital by
conducting additional issuances of our equity or debt securities for
cash.  We can not assure you that any financing can be obtained or, if
obtained, that it will be on reasonable terms.  As such, our principal
accountants have expressed substantial doubt about our ability to continue as a
going concern because we have limited operations and have not fully commenced
planned principal operations.  If our business fails, our investors
may face a complete loss of their investment.





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 current
officers and directors appear sufficient at this time.  Our officers
and directors work for us on a part-time basis, and are prepared to devote
additional time, as necessary.  We do not expect to hire any
additional employees over the next 12 months.





There are
no known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on our revenues from continuing
operations.




12





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.





FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
following documents (pages F-1 to F-12) form part of the report on the Financial
Statements





PAGEReports of Independent Registered Public Accounting
      Firms
              F-1Balance Sheets
              F-3Statements of Operations
              F-4Statement of Stockholders’ Equity
(Deficit)
              F-5Statements of Cash Flows
              F-6Footnotes
              F-7



























































13



































Teacher’s
Pet, Inc.


(A
Development Stage Company)


Audited
Financial Statements












































14








TABLE OF
CONTENTS














PAGEReport of Independent Registered Public Accounting
      Firm
            1Balance Sheet
            2Statement of Operations
            3Statement of Changes in Stockholders’
    Equity
            4Statement of Cash Flows
            5Footnotes
            6


















































15


MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB
REGISTERED








REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
the Board of Directors


Teachers
Pet, Inc.


(A
Development Stage Company)





We have
audited the accompanying balance sheets of Teachers Pet, Inc. (A Development
Stage Company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders’ equity and cash flows for the years ended December 31,
2008, 2007 and since inception on September 17, 2004 through December 31, 2008.
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
conduct 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 Teachers Pet, Inc. (A Development
Stage Company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders’ equity and cash flows for the years ended December 31,
2008, 2007 and since inception on September 17, 2004 through December 31, 2008,
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 has an accumulated deficit of $23,605 as of
December 31, 2008, which 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


February
27, 2009














6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501








F1


16


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Balance Sheets











December
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007AssetsCurrent
      assets:Cash
                  
                  $
                  694
                  
                  
                  $
                  9,936Inventory
                  
                  
                  997
                  
                  
                  
                  1,516Total
      current assets
                  
                  
                  1,691
                  
                  
                  
                  11,452Computer
      equipment, net of accumulated depreciation of $3,076And
      $1,960 as of 12/31/08 and 12/31/07, respectively
                  
                  
                  1,730
                  
                  
                  
                  2,846$
                  3,421
                  
                  
                  $
                  14,298Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable
                  
                  $
                  -
                  
                  
                  $
                  2,528Total
      current liabilities
                  
                  
                  -
                  
                  
                  
                  2,528Stockholders’
      equity:Common
      stock, $0.001 par value, 75,000,000 sharesauthorized,
      3,440,500 shares issued and outstandingAs
      of 12/31/08 and 12/31/07
                  
                  
                  3,441
                  
                  
                  
                  3,441Additional
      paid-in capital
                  
                  
                  23,585
                  
                  
                  
                  23,585(Deficit)
      accumulated during development stage
                  
                  
                  (23,605
                  )
                  
                  
                  (15,256
                  )3,421
                  
                  
                  
                  11,770$
                  3,421
                  
                  
                  $
                  14,298

















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











F2


17


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Statements of Operations











For
      the years ended
                  
                  
                  September
      17, 2004December
      31,
                  
                  
                  (Inception)
      to2008
                  
                  
                  2007
                  
                  
                  December
      31, 2008Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Expenses:Depreciation
      expense
                  
                  
                  1,116
                  
                  
                  
                  912
                  
                  
                  
                  3,076General
      and administrative expenses
                  
                  
                  6,720
                  
                  
                  
                  8,085
                  
                  
                  
                  20,012Total
      expenses
                  
                  
                  7,836
                  
                  
                  
                  8,997
                  
                  
                  
                  23,088(Loss)
      before provision for income taxes
                  
                  
                  (7,836
                  )
                  
                  
                  (8,997
                  )
                  
                  
                  (23,088
                  )Other
      expenses:Interest
      expense
                  
                  
                  -
                  
                  
                  
                  (4
                  )
                  
                  
                  (4
                  )Impairment
      of inventory
                  
                  
                  (513
                  )
                  
                  
                  -
                  
                  
                  
                  (513
                  )Total
      other expenses
                  
                  
                  (513
                  )
                  
                  
                  (4
                  )
                  
                  
                  (517
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      (loss)
                  
                  $
                  (8,349
                  )
                  
                  $
                  (9,001
                  )
                  
                  $
                  (23,605
                  )Weighted
      average number ofcommon
      shares outstanding - basic and fully diluted
                  
                  
                  3,440,500
                  
                  
                  
                  3,440,500Net
      (loss) per share-basic and fully diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )




















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











F3


18


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Statement of Stockholders’ Equity





(Deficit)AccumulatedAdditional
                  
                  
                  
                  
                  
                  During
                  
                  
                  TotalCommon
      Stock
                  
                  
                  Paid-in
                  
                  
                  Subscriptions
                  
                  
                  Development
                  
                  
                  Stockholders’Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Receivable
                  
                  
                  Stage
                  
                  
                  EquitySeptember
      2004Founder
      sharesissued
      for cash
                  
                  
                  1,400,000
                  
                  
                  $
                  1,400
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  1,400September
      2004Donated
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  200October
      2004Founders
      sharesissued
      for cash
                  
                  
                  1,600,000
                  
                  
                  
                  1,600
                  
                  
                  
                  1,800
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,400Net
      (loss)For
      the period September 17, 2004(inception)
      to December 31, 2004
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (637
                  )
                  
                  
                  (637
                  )Balance,
      December 31, 2004
                  
                  
                  3,000,000
                  
                  
                  
                  3,000
                  
                  
                  
                  2,000
                  
                  
                  
                  -
                  
                  
                  
                  (637
                  )
                  
                  
                  4,363December
      2005Private
      placement
                  
                  
                  160,500
                  
                  
                  
                  161
                  
                  
                  
                  7,865
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,026December
      2005Subscriptions
      receivable
                  
                  
                  160,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  8,000
                  
                  
                  
                  -
                  
                  
                  
                  8,000Net
      (loss)For
      the year endedDecember
      31, 2005
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (669
                  )
                  
                  
                  (669
                  )Balance,
      December 31, 2005
                  
                  
                  3,320,500
                  
                  
                  
                  3,161
                  
                  
                  
                  9,865
                  
                  
                  
                  8,000
                  
                  
                  
                  (1,306
                  )
                  
                  
                  19,720January
      2006Cash
      paid for subscriptionsreceivable
                  
                  
                  -
                  
                  
                  
                  160
                  
                  
                  
                  7,840
                  
                  
                  
                  (8,000
                  )
                  
                  
                  -
                  
                  
                  
                  -May
      2006Private
      placement
                  
                  
                  120,000
                  
                  
                  
                  120
                  
                  
                  
                  5,880
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,000Net
      (loss)For
      the year endedDecember
      31, 2006
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,949
                  )
                  
                  
                  (4,949
                  )Balance,
      December 31, 2006
                  
                  
                  3,440,500
                  
                  
                  
                  3,441
                  
                  
                  
                  23,585
                  
                  
                  
                  -
                  
                  
                  
                  (6,255
                  )
                  
                  
                  20,771Net
      (loss)For
      the year endedDecember
      31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (9,001
                  )
                  
                  
                  (9,001
                  )Balance,
      December 31, 2007
                  
                  
                  3,440,500
                  
                  
                  $
                  3,441
                  
                  
                  $
                  23,585
                  
                  
                  $
                  -
                  
                  
                  $
                  (15,256
                  )
                  
                  $
                  11,770Net
      (loss)For
      the year endedDecember
      31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (8,349
                  )
                  
                  
                  (8,349
                  )Balance,
      December 31, 2008
                  
                  
                  3,440,500
                  
                  
                  $
                  3,441
                  
                  
                  $
                  23,585
                  
                  
                  $
                  -
                  
                  
                  $
                  (23,605
                  )
                  
                  $
                  3,421





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





F4


19


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Statements of Cash Flows











For
      the years ended
                  
                  
                  September
      17, 2004December
      31,
                  
                  
                  (Inception)
      to2008
                  
                  
                  2007
                  
                  
                  December
      31, 2008Cash
      flows from operating activitiesNet
      (loss)
                  
                  $
                  (8,349
                  )
                  
                  $
                  (9,001
                  )
                  
                  $
                  (23,605
                  )Adjustments
      to reconcile net (loss) tonet
      cash (used) by operating activities:Subscriptions
      receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Depreciation
                  
                  
                  1,116
                  
                  
                  
                  912
                  
                  
                  
                  3,076Changes
      in operating assets and liabilities:(Increase)
      decrease in inventory
                  
                  
                  513
                  
                  
                  
                  (1,516
                  )
                  
                  
                  (997
                  )Increase
      (decrease) in accounts payable
                  
                  
                  (2,522
                  )
                  
                  
                  2,333
                  
                  
                  
                  -Net
      cash (used) by operating activities
                  
                  
                  (9,242
                  )
                  
                  
                  (7,272
                  )
                  
                  
                  (21,526
                  )Cash
      flows from investing activitiesPurchase
      of fixed assets
                  
                  
                  -
                  
                  
                  
                  (3,347
                  )
                  
                  
                  (4,806
                  )Net
      cash (used) by investing activities
                  
                  
                  -
                  
                  
                  
                  (3,347
                  )
                  
                  
                  (4,806
                  )Cash
      flows from financing activitiesDonated
      capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  200Issuances
      of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  26,826Common
      stock subscribed
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      cash provided by financing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  27,026Net
      increase in cash
                  
                  
                  (9,242
                  )
                  
                  
                  (10,619
                  )
                  
                  
                  694Cash
      – beginning
                  
                  
                  9,936
                  
                  
                  
                  20,555
                  
                  
                  
                  -Cash
      – ending
                  
                  $
                  694
                  
                  
                  $
                  9,936
                  
                  
                  $
                  694Supplemental
      disclosures:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Non-cash
      transactions:Subscriptions
      receivable
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Number
      of shares issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -














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











F5


20


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.





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, 2008
and 2007.




Concentrations of Risks:
Cash Balances





The
Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC).  This government corporation insured
balances up to $100,000 through October 13, 2008.  As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all personal and business checking deposit accounts that
do not earn interest, are fully insured for the entire amount in the deposit
account.  This unlimited insurance coverage is temporary and will
remain in effect for participating institutions until December 31,
2009.





All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2009.  On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor.  Insurance
coverage for certain retirement accounts, which include all IRA deposit
accounts, will remain at $250,000 per depositor.





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, 2008 and 2007.











F6


21


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Notes





Note
2 – Accounting policies and procedures (continued)





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, 2008 and 2007.





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, 2008 and
2007.





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, 2008 and 2007.





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.





In 2008,
management conducted a thorough review of the inventory in all of its product
lines.  As a result, a provision for inventory losses of $513 was
charged against operations in 2008 to write down inventory to its net realizable
value.  This was based on the Company’s best estimates of product
sales prices and customer demand patterns, and its plans to transition its
products.  It is at least reasonably possible that the estimates used
by the Company to determine its provision for inventory losses will materially
different from the actual amounts or results.  These differences could
result in materially higher than expected inventory provisions, which could have
a materially adverse effect on the Company’s results of operations and financial
condition in the near term.





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.





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.











F7


22


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Notes





Note
2 – Accounting policies and procedures (continued)





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, 2008 and
2007.  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.





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 June
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109 (“FIN 48”).  FIN 48 clarified the accounting for
uncertainty in income taxes recognized in a company’s financial statements in
accordance with FASB Statement No. 109, Accounting for Income
Taxes.  It prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return.  FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim period, disclosure and transition.  FIN 48 is
effective for fiscal years beginning after December 15, 2006.  The
adoption of FIN 48 did not have a material impact on our balance sheet or
statement of operations.





In
September 2006, the Securities and Exchange Commission staff (“SEC”) issued SAB
108.  SAB 108 was issued to provide consistency to how companies
quantify financial statement misstatements.  SAB 108 establishes an
approach that requires companies to quantify misstatements in financial
statements based on effects of the misstatement on both the consolidated balance
sheet and statement of operations and the related financial statement
disclosures.  Additionally, companies must evaluate the cumulative
effect of errors existing in prior years that previously had been considered
immaterial.  We adopted SAB 108 in connection with the preparation of
our annual financial statements for the years ended December 31, 2008 and 2007
and found no adjustments necessary.








F8


23


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Notes





Note
2 – Accounting policies and procedures (continued)





Recent
Pronouncements


In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
(“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements.  SFAS No. 157
does not require any new fair value measurements, rather, its application will
be made pursuant to other accounting pronouncements that require or permit fair
value measurements.  SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 1007, and
interim periods within those years.  The provisions of SFAS No. 157
are to be applied proactively upon adoption, except for limited specified
exemptions.  We are evaluating the requirements of SFAS No. 157 and do
not expect the adoption to have a material impact on our balance sheet or
statement of operations.





In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company has
adopted SFAS No. 159 beginning March 1, 2008 and is evaluating the potential
impact the adoption of this pronouncement will have on its consolidated
financial statements.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.











F9


24


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Notes





Note
2 – Accounting policies and procedures (continued)





Recent pronouncements
(Continued)


In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





Year end


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











F10


25


Teacher’s
Pet, Inc.


(a
Development Stage Company)


Notes





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 an accumulated deficit of $23,605 for the period
from September 17, 2004 (inception) to December 31, 2008, 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.





Note
4 – Fixed assets





Fixed
assets as of consisted of the following:





December
      31,2008
                
                
                2007Computer
      equipment
                
                $
                4,806
                
                
                $
                4,806Accumulated
      depreciation
                
                
                (3,076
                )
                
                
                (1,960
                )$
                1,730
                
                
                $
                2,846





During
the years ended December 31, 2008 and 2007, the Company recorded depreciation
expense of $1,116 and $912, respectively.





Note
5 – Income taxes





For the
years ended December 31, 2008 and 2007, 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, 2008 and 2007, the Company had approximately $8,349 and $9,001,
respectively, 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
      312008
                
                
                2007Deferred
      tax assets:Net
      operating loss carryforwards
                
                
                2,839
                
                
                
                3,060Valuation
      allowance
                
                
                (2,839
                )
                
                
                (3,060
                )Total
      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, 2008 and 2007.








F11


26


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 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.  Of which, 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
December 31, 2008, there have been no other issuances of common
stock.





Note
7 – Warrants and options





As of
December 31, 2008 and 2007, 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.





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.





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.





During
the year ended December 31, 2006, a shareholder, officer and director of the
Company paid for expenses of the Company totaling $400, which was considered due
on demand without any interest.  The entire balance of $400 has been
repaid in full as of December 31, 2006.





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.











F12


27


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS





None.





CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We
maintain a set of disclosure controls and procedures designed to ensure that
information we are required to disclose in reports filed under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified by the SEC’s rules and forms.  Disclosure controls
are also designed with the objective of ensuring that this information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.





Based
upon their evaluation as of the end of the period covered by this report, our
chief executive officer and chief financial officer concluded that our
disclosure controls and procedures are not effective to ensure that information
required to be included in our periodic SEC filings is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms.





Our Board
of Directors were advised by Moore & Associates, Chartered, the Company’s
independent registered public accounting firm, that during their performance of
audit procedures for 2008 Moore & Associates, Chartered identified a
material weakness as defined in Public Company Accounting Oversight Board
Standard No. 2 in the Company’s internal control over financial
reporting.





This
deficiency consisted primarily of inadequate staffing and supervision that could
lead to the untimely identification and resolution of accounting and disclosure
matters and failure to perform timely and effective reviews.  However,
the size of the Company prevents us from being able to employ sufficient
resources to enable us to have adequate segregation of duties within our
internal control system.  Management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and
procedures.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s 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 accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:





1.
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





2.
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and





3.
            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.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.






28





As of
December 31, 2008, management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of December 31, 2008.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





This
annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.





OTHER INFORMATION





None.






















29


PART III





DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Our
directors are elected by the stockholders to a term of one (1) year and serve
until their successors are elected and qualified.  The officers are
appointed by the Board of Directors to a term of one (1) year and serves until
his/her successor is duly elected and qualified, or until he/she is removed from
office.  The Board of Directors has no nominating, auditing, or
compensation committees.





The names
and ages of our directors and executive officers and their positions are as
follows:





Name
                    Position
                    Period
      of Service (1)Tracie
      Hadama(2)
                    President,
      Treasurer, CEO and Director
                    September
      2008 – 2009





Notes:





1.
            All
      directors will hold office until the next annual meeting of the
      stockholders, which shall be held in September of 2009, and until
      successors have been elected and qualified.  Our officers were
      appointed by the Board of Directors and will hold office until they
      resigns or are removed from office.





2.
            The
      officers and directors of Teacher’s Pet have obligations to entities other
      than the Company.  We expect each individual to spend
      approximately not less than 10 hours per week on our business affairs, or
      as needed.  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.





Family
Relationships





None.





Involvement
on Certain Material Legal Proceedings During the Last Five Years





No
director, officer, significant employee or consultant has been convicted in a
criminal proceeding, exclusive of traffic violations.





No
bankruptcy petitions have been filed by or against any business or property of
any director, officer, significant employee or consultant of the Company nor has
any bankruptcy petition been filed against a partnership or business association
where these persons were general partners or executive officers.





No
director, officer, significant employee or consultant has been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.





No
director, officer or significant employee has been convicted of violating a
federal or state securities or commodities law.








30


Audit
Committee and Financial Expert





We do not
have an Audit Committee. Our director performs some of the same functions of an
Audit Committee, such as: recommending a firm of independent certified public
accountants to audit the annual financial statements; reviewing the independent
auditors independence, the financial statements and their audit report; and
reviewing management's administration of the system of internal accounting
controls. We do not currently have a written audit committee charter or similar
document.





We have
no financial expert. We believe the cost related to retaining a financial expert
at this time is prohibitive. Further, because of our start-up operations, we
believe the services of a financial expert are not warranted.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
and executive officers, and persons who beneficially own more than 10% of a
registered class of our equity securities, to file reports of beneficial
ownership and changes in beneficial ownership of our securities with the SEC on
Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of
Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). Directors, executive officers and beneficial owners of
more than 10% of our Common Stock are required by SEC regulations to furnish us
with copies of all Section 16(a) forms that they file.  As a company
with securities registered under Section 15(d) of the Exchange Act, our
executive officers and directors, and persons who beneficially own more than ten
percent of our common stock are not required to file Section 16(a)
reports.





Code
of Ethics





We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and
director serves in all the above capacities.





Corporate
Governance





Nominating
Committee





We do not
have a Nominating Committee or Nominating Committee Charter. Our sole Director
performs some of the functions associated with a Nominating Committee. We have
elected not to have a Nominating Committee in that we are a development stage
company.





Director Nomination
Procedures





Nominees
for Directors are identified and suggested by the members of the Board or
management using their business networks. The Board has not retained any
executive search firms or other third parties to identify or evaluate director
candidates and does not intend to in the near future. In selecting a nominee for
director, the Board or management considers the following criteria:





1.
            Whether
      the nominee has the personal attributes for successful service on the
      Board, such as demonstrated character and integrity; experience at a
      strategy/policy setting level; managerial experience dealing with complex
      problems; an ability to work effectively with others; and sufficient time
      to devote to our affairs;





2.
            Whether
      the nominee has been the chief executive officer or senior executive of a
      public company or a leader of a similar organization, including industry
      groups, universities or governmental
  organizations;





3.
            Whether
      the nominee, by virtue of particular experience, technical expertise or
      specialized skills or contacts relevant to our current or future business,
      will add specific value as a Board member;
and





4.
            Whether
      there are any other factors related to the ability and willingness of a
      new nominee to serve, or an existing Board member to continue his
      service.





The Board
or management has not established any specific minimum qualifications that a
candidate for director must meet in order to be recommended for Board
membership. Rather, the Board or management will evaluate the mix of skills and
experience that the candidate offers, consider how a given candidate meets the
Board’s current expectations with respect to each such criterion and make a
determination regarding whether a candidate should be recommended to the
stockholders for election as a Director. During 2008, we received no
recommendation for Directors from our stockholders.






31





We will
consider for inclusion in our nominations of new Board of Directors nominees
proposed by stockholders who have held at least 1% of our outstanding voting
securities for at least one year. Board candidates referred by such stockholders
will be considered on the same basis as Board candidates referred from other
sources. Any stockholder who wishes to recommend for our consideration a
prospective nominee to serve on the Board of Directors may do so by giving the
candidate’s name and qualifications in writing to our Secretary at the following
address: 2415 W. Weatherby Way, Chandler, Arizona 85248.





EXECUTIVE COMPENSATION





Summary
Compensation Table





The
following table sets forth, for the last completed fiscal year ended December
31, 2008, the cash compensation paid by the Company, as well as certain other
compensation paid with respect to those years and months, to the Chief Executive
Officer and, to the extent applicable, each of the three other most highly
compensated executive officers of the Company in all capacities in which they
served:





Summary Compensation
  TableName
      and
                  Principal
      Position
                Year
                Salary
      ($)
                Bonus
      ($)
                Stock
      Awards ($)
                Option
      Awards ($)
                Non-Equity
      Incentive Plan Compen-sation ($)
                Non-qualified
      Deferred Compen-sation Earnings ($)
                All
      Other Compen-sation ($)
                Total
                  ($)Tracie
      Hadama
                2008
                0
                0
                0
                0
                0
                0
                0
                0President
                2007
                0
                0
                0
                0
                0
                0
                0
                02006
                0
                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 officers, directors and
employees.  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.





SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





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.






32





Title
      Of Class
                  Name,
      Title and Address of Beneficial Owner of Shares(1)
                  
                  Amount
      of Beneficial Ownership(2)
                  
                  
                  Percent
      of ClassCommon
                  Tracie
      Hadama, President, CEO and Director
                  
                  
                  3,000,000
                  
                  
                  
                  87.20
                  %All
      Directors and Officers as a group (1 person)
                  
                  
                  3,000,000
                  
                  
                  
                  87.20
                  %





Notes:





1.
            The
      address for Tracie Hadama is c/o Teacher’s Pet, Inc., 2415 W. Weatherby
      Way, 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.
            The
      aggregate amount of shares issued and outstanding is
      3,440,500.





CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE





On
September 17, 2004, 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.





Director
Independence





None.





PRINCIPAL ACCOUNTING FEES AND SERVICES





The
following table sets forth fees billed to us by our independent auditors for the
years ended 2008 and 2007 for (i) services rendered for the audit of our annual
financial statements and the review of our quarterly financial statements, (ii)
services rendered that are reasonably related to the performance of the audit or
review of our financial statements that are not reported as Audit Fees, and
(iii) services rendered in connection with tax preparation, compliance, advice
and assistance.





SERVICES
                
                2008
                
                
                2007Audit
      fees
                
                $
                6,500
                
                
                $
                5,000Audit-related
      fees
                
                
                -
                
                
                
                -Tax
      fees
                
                
                -
                
                
                
                -All
      other fees
                
                
                -
                
                
                
                -Total
      fees
                
                $
                6,500
                
                
                $
                5,000











33


EXHIBITS





Exhibit
      Number
            Name
      and/or Identification of Exhibit3
            Articles
      of Incorporation & By-Lawsa.  Articles
      of Incorporation (1)b.  Bylaws
      (1)31
            Rule
      13a-14(a)/15d-14(a) Certification32
            Certification
      under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
      1350)Incorporated
      by reference to the Registration Statement on Form SB-2, previously filed
      with the SEC on November 24, 2006.









































34


SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.





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
              March
      16, 2009Tracie
      Hadama/s/
      Tracie Hadama
              Chief
      Financial Officer
              March
      16, 2009Tracie
      Hadama/s/
      Tracie Hadama
              Chief
      Accounting Officer
              March
      16, 2009Tracie
      Hadama


















































35