RED MOUNTAIN RESOURCES, INC. - FORM S-1

Attached files

file	filename
EX-3.(I) - ARTICLES OF INCORPORATION - RED MOUNTAIN RESOURCES, INC.	ex_3-1.txt
EX-4 - SPECIMEN STOCK CERTIFICATE - RED MOUNTAIN RESOURCES, INC.	ex_4-1.htm
EX-3.(II) - BYLAWS - RED MOUNTAIN RESOURCES, INC.	ex_3-2.txt
EX-23 - CONSENT OF AUDITORS - RED MOUNTAIN RESOURCES, INC.	ex_23-1.txt
EX-99 - SUBSCRIPTION DOCUMENTS AND PROCEDURE - RED MOUNTAIN RESOURCES, INC.	ex_99-1.txt
EX-14 - CODE OF BUSINESS CONDUCT AND ETHICS - RED MOUNTAIN RESOURCES, INC.	ex_14-1.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Teaching Time, Inc.
--------------------
(Exact name of registrant as specified in its charter)

Florida
-------
(State or other jurisdiction of incorporation or organization)

7372
----
(Primary Standard Industrial Classification Code Number)

27-1739487
----------
(I.R.S. Employer Identification Number)

Lisa Lamson
2679 Aberdeen Lane, El Dorado Hills, CA 95762
408-605-1572
---------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

As soon as practicable after the effective date of this registration statement
-----------------------------------------------------------------
(Approximate date of commencement of proposed sale to the public)

This is the initial public offering of the Company's common stock.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]

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

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

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

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. (Check one)

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

CALCULATION OF REGISTRATION FEE

Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit(1) Offering Price Fee(2)
------------- ---------- -------------- -------------- ----------
Common Stock
by Company 3,000,000 $0.01 $30,000 $1.57

(1) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.

(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457(o).

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

Teaching Time, Inc.

3,000,000 SHARES OF COMMON STOCK

This registration statement constitutes the initial public offering of Teaching
Time's common stock. Teaching Time is registering 3,000,000 shares of common
stock at an offering price of $0.01 per share for a total amount of $30,000. The
Company will sell the securities in $500 increments. There are no underwritings
or broker dealers involved with the offering.

The Company's sole officer and director, Ms. Lisa Lamson, will be responsible to
market and sell these securities. The Company will offer the securities on a
best efforts basis and there will be no minimum amount required to close the
transaction. If all the shares are not sold, there is the possibility that the
amount raised may be minimal and might not even cover the costs of the offering
which the Company estimates at $5,000. The offering price of $0.01 per share may
not reflect the market price of the shares after the offering. The proceeds from
the sale of the securities will be placed directly into the Company's account
and there will not be an escrow account. All proceeds from the sale of the
securities are non-refundable, except as may be required by applicable laws. The
Company will pay all expenses incurred in this offering. There has been no
public trading market for the common stock of Teaching Time.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.

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

The date of this prospectus is February __, 2010

TABLE OF CONTENTS

Page No.
Part I
------
SUMMARY OF OUR OFFERING................................................. 3
SUMMARY OF FINANCIAL DATA............................................... 5
DESCRIPTION OF PROPERTY................................................. 5
RISK FACTORS............................................................ 5
USE OF PROCEEDS......................................................... 18
DETERMINATION OF OFFERING PRICE......................................... 19
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 19
THE OFFERING BY THE COMPANY............................................. 20
PLAN OF DISTRIBUTION.................................................... 20
LEGAL PROCEEDINGS....................................................... 21
BUSINESS................................................................ 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............... 27
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL.................. 27
CODE OF BUSINESS CONDUCT AND ETHICS..................................... 31
BACKGROUND OF OFFICERS AND DIRECTORS.................................... 31
EXECUTIVE COMPENSATION.................................................. 31
PRINCIPAL STOCKHOLDERS.................................................. 33
DESCRIPTION OF SECURITIES............................................... 34
REPORTING............................................................... 35
STOCK TRANSFER AGENT.................................................... 35
STOCK OPTION PLAN....................................................... 36
LITIGATION.............................................................. 36
LEGAL MATTERS........................................................... 36
EXPERTS................................................................. 36
FINANCIAL STATEMENTS.................................................... F-1

Part II
-------
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION ............................ II-1
RECENT SALES OF UNREGISTERED SECURITIES ................................ II-1
EXHIBITS ............................................................... II-1
UNDERTAKINGS ........................................................... II-2
SIGNATURES ............................................................. II-4

DEALER PROSPECTUS DELIVERY OBLIGATION

Until _______________, (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

SUMMARY OF OUR OFFERING

Teaching Time, Inc. has 9,000,000 shares of common stock issued and outstanding
and is registering an additional 3,000,000 shares of common stock for offering
to the public. The company may endeavor to sell all 3,000,000 shares of common
stock after this registration becomes effective. The price at which the company
offers these shares is fixed at $0.01 per share for the duration of the
offering. There is no arrangement to address the possible effect of the offering
on the price of the stock. Teaching Time will receive all proceeds from the sale
of the common stock.

3,000,000 shares of common stock are offered by the company.

Offering price per share by the The price, if and when the company
company sells the shares of common stock, is set
at $0.01.

Number of shares outstanding before 9,000,000 common shares are currently
the offering of common shares issued and outstanding.

Number of shares outstanding after 12,000,000 common shares will be issued
the offering of common shares and outstanding after this offering is
completed if all shares are sold. If the
offering is not fully subscribed, less
than 12,000,000 will be outstanding
after the offering. For example, if the
Company sells 50% of the total offering,
the Company will sell 1.5 million shares
and there will be 10.5 million shares
outstanding after the offering under
these circumstances.

The minimum number of shares to be
sold in this offering None.

Market for the common shares There is no public market for the common
shares. The shares are being offered at
$0.01 per share. Teaching Time may not
be able to meet the requirement for a
public listing or quotation of its
common stock. Further, even if Teaching
Time common stock is quoted or granted
listing, a market for the common shares
may not develop. If a market develops,
the price of the shares in the market
may not be greater than or equal to the
price in this offering.

Use of proceeds The Company intends to use the proceeds
this offering to develop and complete
the business and marketing plan, and for
other general corporate and working
capital purposes. The expenses of this
offering, including the preparation of
this prospectus and the filing of this
registration statement, estimated at
$5,000, are being paid for by Teaching
Time. The net proceeds will be the gross
proceeds from the offering less the
expenses of $5,000. Therefore, if the

all shares are sold in the offering, the
net proceeds will be $25,000 ($30,000
Gross proceeds - $5,000 expenses). If
all shares are not sold, the gross
proceeds will be less and may not cover
the expenses of the offering. For
example, if the Company sells 50% of the
securities, the Company will sell 1.5
million shares and there will be 10.5
million shares outstanding after the
offering under these circumstances.

Termination of the offering The offering will conclude when all
3,000,000 shares of common stock have
been sold, or 90 days after this
registration statement is declared
effective by the Securities and Exchange
Commission. Teaching Time, Inc. may at
its discretion extend the offering at
its discretion extend the offering for
an additional 90 days.

Terms of the offering The Company's president and sole
director will sell the common stock upon
effectiveness of this registration
statement.

Risk Factors You should read the "Risk Factors"
section beginning on page 5 and consider
these factors carefully before deciding
to invest in shares of our common stock.

You should rely only upon the information contained in this prospectus. Teaching
Time has not authorized anyone to provide you with information different from
that which is contained in this prospectus. Teaching Time is offering to sell
shares of common stock and seeking offers to buy shares of common stock only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus, or of any sale of the common stock.

This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information that you should consider
before making a decision to purchase the shares offered by Teaching Time. You
should very carefully and thoroughly read the more detailed information in this
prospectus and review our financial statements.

SUMMARY INFORMATION ABOUT TEACHING TIME

Teaching Time is based in Sacramento, California. The company will design,
develop, and market instructional products and services for the corporate,
education, government, and healthcare e-learning industries. It will be
committed to high quality instructional design and educational new media
development, and provide a suite of programs, courses, and learning objects for
the distance education, distributed learning, and e-learning markets.

The company will employ an object-oriented design methodology that will yield
flexible, scalable, and reusable content, supporting clients with rich, targeted
solutions that are easily replicated and maintained. It will seek a balanced
portfolio of clients from a variety of industry sectors, and plans to mitigate
business fluctuations with an appropriate number of local, regional, and
national clients.

Teaching Time will develop strategic relationships and build its business on a
returning customer base and an accumulation of educational content that can be
re-purposed and re-sold.

Our business and registered office is located at 2679 Aberdeen Way, El Dorado
Hills, CA 95762. Our contact number is 408-605-1572.

As of January 31, 2010, Teaching Time has $9,000 of cash on hand in the
corporate bank account. The Company currently has incurred liabilities of
$3,579. The Company anticipates incurring costs associated with this offering
totaling approximately $5,000. As of the date of this prospectus, we have not
generated any revenue from our business operations. The following financial
information summarizes the more complete historical financial information found
in the audited financial statements of the Company filed with this prospectus.

SUMMARY FINANCIAL DATA

The following summary financial data should be read together with our financial
statements and the related notes and "Management's Discussion and Analysis or
Plan of Operation" appearing elsewhere in this prospectus. The summary financial
data is not intended to replace our financial statements and the related notes.
Our historical results are not necessarily indication of the results to be
expected for any future period.

BALANCE SHEET AS OF JANUARY 31, 2010
------------- ----------------------
Total Assets $ 9,000
Total Liabilities $ 3,579
Shareholder's Equity $ 5,421

OPERATING DATA JANUARY 19, 2010 THROUGH JANUARY 31, 2010
-------------- -----------------------------------------
Revenue $ 0
Net Loss $ 3,579
Net Loss Per Share * $ 0

* Diluted loss per share is identical to basic loss per share as the Company has
no potentially dilutive securities outstanding.

As indicated in the financial statements accompanying this prospectus, Teaching
Time has had no revenue to date and has incurred only losses since its
inception. The Company has had no operations and has been issued a "going
concern" opinion from their auditors, based upon the Company's reliance upon the
sale of our common stock as the sole source of funds for our future operations.

DESCRIPTION OF PROPERTY

The company does not own any real estate or other properties. The company's
office is located at 2679 Aberdeen Lane, El Dorado Hills, CA 95762. The business
office is located at the office of Lisa Lamson, the CEO, of the company at no
charge.

RISK FACTORS

Please consider the following risk factors and other information in this
prospectus relating to our business and prospects before deciding to invest in
our common stock.

This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed.

The Company considers the following to be the material risks for an investor
regarding this offering. Teaching Time should be viewed as a high-risk
investment and speculative in nature. An investment in our common stock may
result in a complete loss of your entire investment. Please consider the
following risk factors before deciding to invest in our common stock.

RISKS RELATED TO OUR FINANCIAL CONDITION AND CAPITAL REQUIREMENTS
-----------------------------------------------------------------

AUDITOR'S GOING CONCERN
-----------------------

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF TEACHING TIME, INC. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN

In their audit report for the period ending January 31, 2010 and dated February
3, 2010; our auditors have expressed an opinion that substantial doubt exists as
to whether we can continue as an ongoing business. Because our sole officer may
be unwilling or unable to loan or advance any additional capital to Teaching
Time, Inc. we believe that if we do not raise additional capital within 12
months of the effective date of this registration statement, we may be required
to suspend or cease the implementation of our business plans. Due to the fact
that there is no minimum investment and no refunds on sold shares, you may be
investing in a Company that will not have the funds necessary to develop its
business strategies. As such we may have to cease operations and you could lose
your entire investment. See the January 31, 2010 Audited Financial Statements -
Auditors Report". Because the Company has been issued an opinion by its auditors
that substantial doubt exists as to whether it can continue as a going concern
it may be more difficult to attract investors.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Due to the fact we are small with very little working capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our products. We intend to generate revenue through the sale of our products.
Because we will be limiting the scope of our marketing activities, we may not be
able to generate enough sales to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.

SINCE TEACHING TIME ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO
GENERATING REVENUE, IT MAY NEVER ACHIEVE PROFITABILITY AND IF THE COMPANY CAN
NOT ACHIEVE PROFITABLITY OR RAISE ADDITIONAL CAPITAL, IT MAY FAIL RESULTING IN A
COMPLETE LOSS OF YOUR INVESTMENT

The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products. Within the next 12 months, the
Company will have costs of at least $150,000 related to (i) the development of
products, (ii) administrative expenses and (iii) the completion of the business
plan.

There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.

OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT

If we are not successful in earning sufficient revenue once we have started our
sale activities, we may require additional financing to sustain our business
operations. Over the next 12 months, we anticipate needing at least $150,000 to
complete the business plan, development of products and other operating
expenses. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an effect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."

No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.

RISKS RELATED TO THIS OFFERING
------------------------------

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK AND NOT BE ABLE TO TURN YOUR INVESTMENT INTO CASH

There is currently no public trading market for our common stock. Therefore,
there is no central place, such as a stock exchange or electronic trading
system, to resell your shares. If you do want to resell your shares, you will
have to locate a buyer and negotiate your own sale. The offering price and other
terms and conditions relative to the Company's shares have been arbitrarily
determined by the Company and do not bear any relationship to assets, earnings,
book value or any other objective criteria of value. Additionally, as the
Company was formed recently and has only a limited operating history and no
earnings, the price of the offered shares is not based on its past earnings and
no investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

INVESTING IN OUR COMPANY WILL RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL
PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH

The Company has only been recently formed and has only a limited operating
history and no earnings, therefore, the price of the offered shares is not based
on any data. The offering price and other terms and conditions regarding the
Company's shares have been arbitrarily determined and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. No investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

The arbitrary offering price of $0.01 per common share as determined herein is
substantially higher than the net tangible book value per share of the Company's
common stock. Teaching Time's assets do not substantiate a share price of $0.01.
This premium in share price applies to the terms of this offering and does not
attempt to reflect any forward looking share price subsequent to the Company
obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin
Board.

THERE IS NO MINIMUM AMOUNT REQUIRED TO BE RAISED IN THIS OFFERING, AND IF WE
CANNOT GENERATE SUFFICIENT FUNDS FROM THIS OFFERING, THE BUSINESS WILL FAIL.

There is not a minimum amount of shares that need to be sold in this Offering
for the Company to access the funds. Therefore, the proceeds of this Offering
will be immediately available for use by us and we don't have to wait until a
minimum number of Shares have been sold to keep the proceeds from any sales. We
can't assure you that subscriptions for the entire Offering will be obtained. We
have the right to terminate the offering of the Shares at any time, regardless
of the number of Shares we have sold since there is no minimum subscription
requirement. Our ability to meet our financial obligations, cash needs, and to
achieve our objectives, could be adversely affected if the entire offering of
Shares is not fully subscribed for.

BECAUSE THE COMPANY HAS 250,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE
ADDITIONAL SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY

The Company has 250,000,000 authorized shares, of which only 9,000,000 are
currently issued and outstanding and an up to a maximum amount of 12,000,000
will be issued and outstanding after this offering terminates if the full
offering is subscribed. The Company's management could, without the consent of
the existing shareholders, issue substantially more shares, causing a large
dilution in the equity position of the Company's current shareholders.
Additionally, large share issuances would generally have a negative impact on
the Company's share price. It is possible that, due to additional share
issuance, you could lose a substantial amount, or all, of your investment.

INVESTING IN THE COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE
LOSS OF YOUR INVESTMENT

Purchasing the offered shares is highly speculative and involves significant
risk. The offered shares should not be purchased by any person who cannot afford
to lose their entire investment. The business objectives of the Company are also
speculative, and it is possible that we would be unable to accomplish them. The
Company's shareholders may be unable to realize a substantial or any return on
their purchase of the offered shares and may lose their entire investment. For
this reason, each prospective purchaser of the offered shares should read this
prospectus and all of its exhibits carefully and consult with their attorney,
business and/or investment advisor.

AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, THEY WILL LOSE THE
ENTIRE INVESTMENT

Invested funds for this offering will not be placed in an escrow or trust
account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors.

THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO
THERE WILL BE FEWER WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN THIS
COMPANY

We do not anticipate paying dividends on our common stock in the foreseeable
future, but plan rather to retain earnings, if any, for the operation growth and
expansion of our business. Therefore, the only way to liquidate your investment
is to sell your stock.

AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR OUR SHARES, THEY MAY BE
EXTREMELY ILLIQUID AND YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT

If no market develops, the holders of our common stock may find it difficult or
impossible to sell their shares. Further, even if a market develops, our common
stock will be subject to fluctuations and volatility and the Company cannot
apply directly to be quoted on the NASD Over-The-Counter Bulletin Board (OTC).
Additionally, the stock may be listed or traded only to the extent that there is
interest by broker-dealers in acting as a market maker in the Company's stock.
Despite the Company's efforts, it may not be able to convince any broker/dealers
to act as market-makers and make quotations on the OTC Bulletin Board. The
Company may consider pursuing a listing on the OTCBB after this registration
becomes effective and the Company has completed its offering.

IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD ADVERSELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES CREATING A POTENTIAL LOSS OF INVESTMENT

In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.

BLUE SKY LAWS MAY LIMIT YOUR ABILITY TO SELL YOUR SHARES. IF THE STATE LAWS ARE
NOT FOLLOWED, YOU WILL NOT BE ABLE TO SELL YOUR SHARES AND YOU MAY LOOSE YOUR
INVESTMENT

State Blue Sky laws may limit resale of the Shares. The holders of our shares of
common stock and persons who desire to purchase them in any trading market that
might develop in the future should be aware that there may be significant state
law restrictions upon the ability of investors to resell our shares.

Accordingly, even if we are successful in having the Shares available for
trading on the OTCBB, investors should consider any secondary market for the
Company's securities to be a limited one. We intend to seek coverage and
publication of information regarding the Company in an accepted publication
which permits a "manual exemption". This manual exemption permits a security to
be distributed in a particular state without being registered if the company
issuing the security has a listing for that security in a securities manual
recognized by the state. However, it is not enough for the security to be listed
in a recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities. Most of the accepted
manuals are those published in Standard and Poor's, Moody's Investor Service,
Fitch's Investment Service, and Best's Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states declare that they
recognize securities manuals' but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin. If we do not execute
our business plan on schedule or within budget, our ability to generate revenue
may be diminished or delayed. Our ability to adhere to our schedule and budget
face many uncertainties.

SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FEEL THAT HER DECISIONS ARE CONTRARY TO THEIR
INTERESTS

The Company's sole officer and director, Ms. Lisa Lamson, owns 100% of the
outstanding shares and will own no less than 75% after this offering is
completed. For example, if 50% of the offering is sold, Ms. Lamson will retain
87.5% of the shares outstanding. As a result, she will maintain control of the
Company and be able to choose all of our directors. Her interests may differ
from those of other stockholders. Factors that could cause her interests to
differ from the other stockholders include the impact of corporate transactions
on the timing of business operations and her ability to continue to manage the
business given the amount of time she is able to devote to the Company.

THE COMPANY'S SOLE OFFICER AND DIRECTOR HAVE COMPLETE CONTROL OF ALL COMPANY
DECISIONS AND INVESTORS DON'T HAVE THE ABILITY TO PARTICIPATE IN THE BUSINESS.
IF MANAGEMENT MAKES POOR DECISIONS, WE MAY BE UNABLE TO CONTINUE OUR OPERATIONS
AND OUR BUSINESS MAY FAIL

All decisions regarding the management of the company's affairs will be made
exclusively by its sole officer and director. Purchasers of the offered shares
may not participate in the management of the company and, therefore, are
dependent upon the management abilities of the company's sole officer and
director. The only assurance that the shareholders of the company (including
purchasers of the offered shares) have that the company's sole officer and
director will not abuse her discretion in making decisions, with respect to its
affairs and other business decisions, is her fiduciary obligations and business
integrity. Accordingly, no person should purchase offered shares unless that
person is willing to entrust all aspects of management to the company's sole
officer and director, or her successors. Potential purchasers of the offered
shares must carefully evaluate the personal experience and business performance
of the company's management.

RISKS RELATED TO INVESTING IN OUR COMPANY
-----------------------------------------

OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR
TERMINATION OF OUR OPERATIONS AND INVESTORS MAY LOOSE THEIR ENTIRE INVESTMENT

We were incorporated on January 19, 2010 and we have not realized any revenues
to date. We are an early entry stage company in a very competitive market. We
have no operating history upon which an evaluation of our future success or
failure can be made. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon the completion of this offering and our
ability to generate revenues through sales of our products.

Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause us to go out of business and you will
lose your entire investment.

OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH MAY IMPACT THE COMPANY AND
THE VALUE OF THE INVESTMENT

Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control over. Currently, we don't
have a product or prototype. Factors that may cause our operating results to
fluctuate significantly include: our inability to generate enough working
capital from future equity sales; and after we create a commercial product, the
factors include: the level of commercial acceptance by the educational and
business market of our products; fluctuations in the demand for our product and
capital expenditures relating to expansion of our future business, operations
and infrastructure and general economic conditions. If realized, any of these
risks could have a materially adverse effect on our business, financial
condition and operating results.

THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A
MAJORITY OF HER TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS
AND EVEN BUSINESS FAILURE.

Ms. Lamson, our sole officer and director, has other business interests and
currently devotes approximately 25 to 30 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient to Ms.
Lamson, which may result in periodic interruptions or suspensions of our
business plan. If the demands of the Company's business require the full
business time of our sole officer and director, she is prepared to adjust her
timetable to devote more time to the Company. However, she may not be able to
devote sufficient time to the management of the business, which may result in
periodic interruptions in implementing the Company's plans in a timely manner.

Such delays could have a significant negative effect on the success of the
business.

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS. IF THE COMPANY CEASES OPERATIONS,
YOU WILL LOOSE YOUR INVESTMENT

Because the Company is entirely dependent on the efforts of its sole officer and
director, her departure or the loss of other key personnel in the future, could
have a materially adverse effect on the business. She has other outside business
activities and is devoting only approximately 25-30 hours per week to our
operations. Her expertise in the teaching industry as well as her technical
expertise are critical to the success of the business. The loss of this resource
would have a significant impact on our business. In addition, our operations may
be sporadic and occur at times which are not convenient to Ms. Lamson, which may
result in periodic interruptions or suspensions of our business plan. If the
demands of the company's business require the full time of our executive
officer, she is prepared to adjust her timetable in order to devote more time to
conducting our business operations. However, our executive officer may be unable
to devote sufficient time to the management of the company's business, which may
result in periodic interruptions in the implementation of the company's business
plans and operations. Such delays could have a significant negative effect on
the success of our business. The Company believes that all commercially
reasonable efforts have been made to minimize the risks associated with the
departure by key personnel from service. However, there is no guarantee that
replacement personnel with the specific industry and technical expertise in the
teaching industry, if any, will help the Company to operate profitably. The
Company does not maintain key person life insurance on its sole officer and
director.

IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS RESULTING IN UP TO A COMPLETE LOSS
OF YOUR INVESTMENT.

In the event of the dissolution of the Company, the proceeds realized from the
liquidation of its assets, if any, will be used primarily to pay the claims of
the Company's creditors, if any, before there can be any distribution to the
shareholders. In that case, the ability of purchasers of the offered shares to
recover all or any portion of the purchase price for the offered shares will
depend on the amount of funds realized, if any, after the settlement of claims.

RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY
--------------------------------------------------

THE E-LEARNING/EDUCATIONAL MARKET IS VERY COMPETITIVE AND OBTAINING THE
NECESSARY CONTRACT RIGHTS TO PROVIDE THE E-LEARNING CONTENT IS NECESSARY.
WITHOUT THOSE RIGHTS, THE COMPANY CAN NOT SELL AND DEVELOP THEIR PRODUCT AND
WILL FAIL. IF THE COMPANY FAILS, YOU WILL LOOSE YOUR INVESTMENT

The market to obtain the contracts to provide the e-learning programs content is
very competitive. There are several industry leaders that have obtained these
exclusive rights over a multiple year period. If the Company cannot obtain the
contracts or sublicense the rights, the Company will have difficulty generating
revenues.

MARKET FACTORS LIKE COMPETITION AND HIRING QUALIFIED RESOURCES ARE DIFFICULT TO
MANAGE. IF WE CAN NOT MANAGE THESE MARKET FACTORS SUCCESSFULLY, WE FACE A HIGH
RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.

The Company expects that its results of operations may also fluctuate
significantly in the future as a result of a variety of market factors
including, among others, the competitive nature of the e-learning market, the
entry of new competitors offering a similar product; the availability of
motivated and qualified personnel; the initiation, renewal or expiration of our
customer base; pricing changes by the Company or its competitors, specific
economic conditions in the financial markets. Accordingly, our future sales and
operating results are difficult to forecast.

As of the date of this prospectus, we have earned no revenue. Failure to
generate revenue will cause us to go out of business, which could result in the
complete loss of your investment.

WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS OR
ESTABLISH A SIGNIFICANT MARKET PRESENCE. IF WE CAN NOT GAIN MARKET ACCEPTANCE,
WE WILL NOT BE ABLE TO GENERATE REVENUE AND OUR BUSINESS WILL FAIL.

The Company's growth strategy is substantially dependent upon its ability to
market its products successfully to prospective e-learning clients. However, its
planned services may not achieve significant acceptance. Such acceptance, if
achieved, may not be sustained for any significant period of time. In addition,
there is no guarantee that any acceptance by a client will remain especially in
the educational market. Failure of the Company's services to achieve or sustain
market acceptance could have a materially adverse effect on our business,
financial conditions and the results of our operations.

MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY SUCCESSFULLY IS CRITICAL
TO THE BUSINESS SUCCESS. IF THE MANAGEMENT FAILS TO IMPLEMENT THE BUSINESS
STRATEGY, THE COMPANY WILL FAIL AND INVESTORS WILL LOOSE THEIR INVESTMENT

Although the Company intends to pursue a strategy of marketing its e-learning
products throughout North America, our business success depends on a number of
factors. These include: our ability to establish a significant educational
customer base and maintain favorable relationships with customers and partners
in the e-learning industry; obtain adequate business financing on favorable
terms in order to buy all the necessary equipment and materials; development and
maintenance of appropriate operating procedures, policies and systems; hire,
train and retain skilled employees knowledgeable in the education and web based
learning industry. The inability of the Company to manage any or all of these
factors could impair its ability to implement its business strategy
successfully, which could have a materially adverse effect on the results of its
operations and its financial condition.

TEACHING TIME MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH. IF THE COMPANY CAN NOT
SUCCESSFULLY MANAGE THE GROWTH, THE COMPANY MAY RUN OUT OF MONEY AND FAIL.

Any extraordinary growth may place a significant strain on management,
financial, operating and technical resources. Failure to manage this growth
effectively could have a materially adverse effect on the Company's financial
condition or the results of its operations.

RISKS RELATED TO INVESTING IN OUR BUSINESS
------------------------------------------

THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COSTS
WHICH WILL IMPACT PROFITABILITY AND MAY CAUSE US TO CEASE OPERATIONS IF WE RUN
OUT OF CAPITAL

Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in the
Company structure or are faced with circumstances that are beyond our ability to
afford, we may have to suspend operations or cease operations entirely which
could result in a total loss of your investment.

BECAUSE WE HAVEN'T BUILT A PROTOTYPE, OUR PRODUCTS MAY NOT WORK PROPERLY AND/OR
THE PRODUCTION COST CAN EXCEED EXPECTATIONS. IF OUR PROTOTYPE IS NOT SUCCESSFUL
AND WE DON'T RAISE ANY ADDITIONAL CAPITAL, WE WILL HAVE TO CEASE OPERATIONS

We have not built a prototype of our software yet; therefore, we don't know the
exact cost of production. In the case of a higher than expected cost of
production, we won't be able to offer our products at a reasonable price.
Furthermore, we may find problems in the development process and/or product
functionality. If we are unable to develop our products, we will have to cease
our operations, resulting in the complete loss of your investment.

GENERAL COMPETITION

The Company has identified a market opportunity for our products. The e-learning
market is very competitive and aggressive. Competitors may enter this sector
with superior products, services, financial resources, conditions and/or
benefits. This would infringe on our future customer base, lengthen our sales
cycle, increase marketing costs, which in turn will have an adverse affect upon
our business and the results of our operations.

The e-learning software industry is a highly competitive market. We will compete
with both large and small corporations. Most of these companies have greater
financial and personnel resources than we do.

COMPETITION MAY DECREASE OUR MARKET SHARE, REVENUES, AND GROSS MARGINS.

We face intense and increasing competition in the e-learning market. If we do
not compete effectively or if we experience reduced market share from increased
competition, our business will be harmed. In addition, the more successful we
are in the emerging market for e-learning instructional services, the more
competitors are likely to emerge. We believe that the principal competitive
factors in our market include:

o Comprehensive e-learning material and documentation

o service functionality, quality and performance;

o ease of use, reliability and security of services;

o establishing a significant base of customers and distribution partners;

o ability to introduce new services to the market in a timely manner;

o customer service and support; and

o pricing.

The market is dominated by a variety of course management system (CMS) and
learning management system (LMS) vendors, each claiming their products will
revolutionize the industry. Despite their lofty claims, most of these systems
service providers are ill-equipped to help clients with their most daunting
task--that of organizing, restructuring, and enhancing their content to provide
meaningful web-based instruction.

All of our competitors have substantially more capital, longer operating
histories, greater brand recognition, larger customer bases and significantly
greater financial, technical and marketing resources than we do. These
competitors may also engage in more extensive development of their technologies,
adopt more aggressive pricing policies and establish more comprehensive
marketing and advertising campaigns than we can. Our competitors may develop
products and service offerings that we do not offer or that are more
sophisticated or more cost effective than our own. For these and other reasons,
our competitors' products and services may achieve greater acceptance in the
marketplace than our own, limiting our ability to gain market share and customer
loyalty and to generate sufficient revenues to achieve a profitable level of
operations. Our failure to adequately address any of the above factors could
harm our business and operating results.

IF WE CANNOT PRODUCE SOFTWARE THAT MEETS PRICE AND/OR PERFORMANCE CRITERIA, THE
BUSINESS WILL FAIL.

The software market is very competitive, especially in the web-based
instruction. Customers require specific content, functional and technical
requirements as well as competitive prices for the software. Each customer has
different functional and technical requirements and the Company cannot guarantee
that the software will meet each customer's requirements. If the Company cannot
develop software that meets the customer requirements and/or the software is not
competitively priced, the business will fail.

IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH
RELATIONSHIPS WITH DEVELOPMENT PARTNERS AND/OR CUSTOMERS, THE BUSINESS WILL
FAIL.

Because there may be a substantial delay between the completion of this offering
and the execution of the business plan, our expenses may be increased and it may
take us longer to generate revenues. We have no way to predict when we will
begin our service. In addition, it takes time, money, and resources to build
relationships with customers and partners. If these efforts are unsuccessful or
take longer than anticipated, the Company may run out of capital and the
business will fail.

THE COMPANY MAY RETAIN INDEPENDENT RESOURCES OR CONSULTANTS TO HELP GROW THE
BUSINESS. IF THESE RESOURCES DO NOT PERFORM, THE COMPANY MAY HAVE TO CEASE
OPERATIONS AND YOU MAY LOOSE YOUR INVESTMENT

The company's management may retain independent contractors to provide services
to the company. Those independent individuals and organizations have no
fiduciary duty to the shareholders of the company and may not perform as
expected.

OUR FAILURE TO RESPOND TO RAPID CHANGES IN TECHNOLOGY AND ITS APPLICATION AND
INTENSE COMPETITION IN THE WEB BASED INSTGRUCTION AND SERVICES INDUSTRY PRODUCTS
COULD MAKE OUR SERVICES OBSOLETE

The web based instruction software and services industry is subject to rapid and
substantial technological development and product innovations. To be successful,
we must respond to new developments in technology, new applications of existing
technology and new treatment methods. Our response may be stymied if we cannot
maintain a technical advantage. We compete against numerous companies offering
alternative systems to ours, some of which have greater financial, marketing and

technical resources to utilize in pursuing technological development. Our
financial condition and operating results could be adversely affected if our web
based instruction services fail to compete favorably with these technological
developments, or if we fail to be responsive in a timely and effective manner to
competitors' new services or price strategies.

OUR WEB BASED INSTRUCTIONAL SERVICES AND ANY OF OUR FUTURE SERVICES MAY FAIL TO
GAIN MARKET ACCEPTANCE, WHICH WOULD ADVERSELY AFFECT OUR COMPETITIVE POSITION.

We have not conducted any independent studies with regard to the feasibility of
our proposed business plan, present and future business prospects and capital
requirements. Our services may fail to gain market acceptance and our
infrastructure to enable such expansion is still limited. Even if adequate
financing is available and our services are ready for market, we cannot be
certain that our services will find sufficient acceptance in the marketplace to
fulfill our long and short-term goals. Failure of our services to achieve market
acceptance would have a material adverse effect on our business, financial
condition and results of operations.

AVERAGE SELLING PRICES OF OUR PRODUCTS AND SERVICES MAY DECREASE, WHICH MAY HARM
OUR GROSS MARGINS.

The average selling prices of our products and services may be lower than
expected as a result of competitive pricing pressures and promotional programs.
We expect to experience pricing pressure and anticipate that the average selling
prices and gross margins for our products may decrease over product life cycles.
We may not be successful in developing and introducing on a timely basis new
products with enhanced features and services that can be sold at higher gross
margins.

WE CANNOT BE CERTAIN THAT WE WILL BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY,
WHICH COULD HARM OUR BUSINESS.

Our intellectual property is critical to our business, and we seek to protect
our intellectual property through copyrights, trademarks, patents, trade
secrets, confidentiality provisions in our customer, supplier, potential
investors, and strategic relationship agreements, nondisclosure agreements with
third-parties, and invention assignment agreements with our employees and
contractors. We cannot be certain that measures we take to protect our
intellectual property will be successful or that third-parties will not develop
alternative solutions that do not infringe upon our intellectual property.

WE WILL RELY ON STRATEGIC RELATIONSHIPS TO PROMOTE OUR SERVICES AND IF WE FAIL
TO DEVELOP, MAINTAIN OR ENHANCE THESE RELATIONSHIPS, OUR ABILITY TO SERVE OUR
CUSTOMERS AND DEVELOP NEW SERVICES AND APPLICATIONS COULD BE HARMED.

Our ability to provide our services to users of web based instruction depends
significantly on our ability to develop, maintain or enhance our strategic
relationships with these users. In the beginning of operations, there will be a
marketing challenge for Teaching Time. The Company and identity will be newly
formed; therefore, the company will be relatively unknown in the marketplace.
Although the founder has significant experience and many contacts within the
e-learning and new media industries, she has worked mainly for corporate or
institutional employers during the course of her career. Therefore, Teaching
Time won't benefit from immediate name recognition.

IF WE CANNOT EFFECTIVELY PROMOTE OUR PRODUCTS, WE WILL NOT ATTRACT CUSTOMERS AND
AS A RESULT, OUR BUSINESS MAY FAIL.

The nature of the service provided by Teaching Time will present yet another
challenge in that "instructional design" is not exactly a household term.
Although many organizations have experimented with e-learning, the field is
still very young. Best practices are in their infancy, and every organization
does online education a bit differently. If we are not able to promote and win
customers, we will not be able to generate revenue and our business will fail.

IF WE CANNOT ESTABLISH AND MAINTAIN QUALIFICATIONS AS A QUALITY SUPPLIER TO
EDUCATIONAL ENTERPRISE CUSTOMERS AND PARTNERS, THE BUSINESS WILL BE ADVERSELY
AFFECTED AND OUR BUSINESS MAY FAIL.

If we cannot achieve and maintain the necessary qualifications for our business,
our educational and/or enterprise customers and partners seeking educational
solutions may elect to seek solutions from other companies. If the Company is
successful in raising additional capital and able to hire and retain qualified
resources, the Company believes it may be successful in achieving and
maintaining the necessary qualifications for the customers. If the Company
cannot achieve or maintain these types of customer qualifications for customers,
our business will be impacted in an adverse way.

OUR BUSINESS WILL SUFFER IF OUR SYSTEMS FAIL OR OUR THIRD-PARTY FACILITIES
BECOME UNAVAILABLE.

A reduction in the performance, reliability and availability of our future
systems and network infrastructure may harm our ability to distribute our
products and services to our customers and other users, as well as harm our
reputation and ability to attract and retain customers and content providers.
Our systems and operations will be susceptible to, and could be damaged or
interrupted by, outages caused by fire, flood, power loss, telecommunications
failure, Internet breakdown, earthquake and similar events. Our systems will
also be subject to human error, security breaches, power losses, computer
viruses, break-ins, "denial of service" attacks, sabotage, intentional acts of
vandalism and tampering designed to disrupt our computer systems, Websites and
network communications. This could lead to slower response times or system
failures.

Our digital distribution activities will be managed by sophisticated software
and computer systems. We must continually develop and update these systems over
time as our business and business needs grow and change, these systems may not
adequately reflect the current needs of our business. We may encounter delays in
developing these systems, and the systems may contain undetected errors that
could cause system failures. Any system error or failure that causes
interruption in availability of products or content or an increase in response
time could result in a loss of potential or existing business services,
customers, users, advertisers or content providers. If we suffer sustained or
repeated interruptions, our products, services and Websites could be less
attractive to such entities or individuals and our business could be harmed.

FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations, including plans and
objectives relating to our planned entry into our service business. The
forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability

to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as in this prospectus generally. Actual events or results may
differ materially from those discussed in these forward-looking statements as a
result of various factors, including, without limitation, the risks outlined
under "Risk Factors" and matters described in this prospectus generally. In
light of these risks and uncertainties, the forward-looking statements contained
in this prospectus may not in fact occur.

The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no materially adverse competitive conditions under which our business operates,
that our sole officer and director will remain employed as such, and that our
forecasts accurately anticipate market demand. The foregoing assumptions are
based on judgments with respect to, among other things, future economic,
competitive and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Accordingly, although we believe that the assumptions underlying
the forward-looking statements are reasonable, any such assumption could prove
to be inaccurate and therefore there can be no assurance that the results
contemplated in forward-looking statements will be realized. In addition, as
disclosed elsewhere in this "Risk Factors" section of this prospectus, there are
a number of other risks inherent in our business and operations, which could
cause our operating results to vary markedly and adversely from prior results or
the results contemplated by the forward-looking statements. Increases in the
cost of our services, or in our general or administrative expenses, or the
occurrence of extraordinary events, could cause actual results to vary
materially from the results contemplated by these forward-looking statements.

Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the potential net proceeds and
the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively,
of the securities offered for sale by the Company.

IF 25% OF IF 50% OF IF 75% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
----------- ----------- ----------- -----------
NET PROCEEDS FROM
THIS OFFERING $2,500 $10,000 $17,500 $25,000

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The net proceeds in the table above assume $5,000 in costs
associated with this offering.

The funds raised through this offering will be used to develop and complete the
business and marketing plan, which we anticipate will cost approximately
$19,000. If less than the maximum offering funds are raised, the proceeds will
first be used for essential business operations such as SEC filings with the
remaining amount allocated to completing the business and marketing plan. The
company does not anticipate using any of the offering proceeds for product
development.

DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by Teaching Time and do not bear any relationship to assets,
earnings, book value, or any other objective criteria of value. In addition, no
investment banker, appraiser, or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

The price of the current offering is fixed at $0.01 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on January 19, 2010.
The company's sole officer and director paid $0.001 per share, a difference of
$0.009 per share lower than the share price in this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.

EXISTING SHAREHOLDER PER SHARE DATA IF ALL OF THE SHARES ARE SOLD
-----------------------------------------------------------------
Price per share .................................................... $0.01
Net tangible book value per share before offering .................. $0.001
Potential gain to existing shareholders ............................ $0.0024
Net tangible book value per share after offering ................... $0.0025
Increase to present stockholders in net tangible book value
per share after offering ........................................ $0.0024
Capital contributions .............................................. $9,000
Number of shares outstanding before the offering ................... 9,000,000
Number of shares after offering held by existing stockholders ...... 9,000,000
Percentage of ownership after offering ............................. 75%

PURCHASERS PER SHARE DATA AND OWNERSHIP OF SHARES IN THIS OFFERING
IF ALL SHARES SOLD
------------------------------------------------------------------
Price per share .................................................... $0.01
Dilution per share ................................................. $0.0075
Capital contributions .............................................. $30,000
Percentage of capital contributions ................................ 77%
Number of shares after offering held by public investors ........... 3,000,000
Percentage of ownership after offering ............................. 25%

THE OFFERING BY THE COMPANY

Teaching Time is registering 3,000,000 shares of its common stock for offer and
sale.

There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. We currently plan to have our common
stock listing on the OTC Bulletin Board, subject to the effectiveness of this
Registration Statement. In addition, a market maker will be required to file a
Form 211 with the National Association of Securities Dealers Inc. before the
market maker will be able to make a market in our shares of common stock. At the
date hereof, we are not aware that any market maker has any such intention.

All of the shares registered herein will become tradable on the effective date
of this registration statement. The company will not offer the shares through a
broker-dealer or anyone affiliated with a broker-dealer.

NOTE: As of the date of this prospectus, our sole officer and director, Ms. Lisa
Lamson, owns 9,000,000 common shares, which are subject to Rule 144
restrictions. There is currently one (1) shareholder of our common stock.

The company is hereby registering 3,000,000 common shares. The price per share
is $0.01.

In the event the company receives payment for the sale of their shares, Teaching
Time will receive all of the proceeds from such sales. Teaching Time is bearing
all expenses in connection with the registration of the shares of the company.

PLAN OF DISTRIBUTION

We are offering the shares on a "self-underwritten" basis directly through Ms.
Lamson our executive officer and director named herein, who will not receive any
commissions or other remuneration of any kind for selling shares in this
offering, except for the reimbursement of actual out-of-pocket expenses incurred
in connection with the sale of the common stock. The offering will conclude when
all 3,000,000 shares of common stock have been sold, or 90 days after this
registration statement becomes effective with the Securities and Exchange
Commission. Teaching Time may at its discretion extend the offering for an
additional 90 days.

This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. We will sell shares on a continuous basis.
We reasonably expect the amount of securities registered pursuant to this
offering to be offered and sold within two years from this initial effective
date of this registration.

In connection with her selling efforts in the offering, Ms. Lamson will not
register as broker-dealer pursuant to Section 15 of the Exchange Act, but rather
will rely upon the "safe harbor" provisions of Rule 3a4-1 under the Exchange
Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer
registration requirements of the Exchange Act for persons associated with an
issuer that participate in an offering of the issuer's securities. Lisa Lamson
is not subject to any statutory disqualification, as that term is defined in
Section 3(a)(39) of the Exchange Act. Lisa Lamson will not be compensated in
connection with her participation in the offering by the payment of commissions
or other remuneration based either directly or indirectly on transactions in our
securities. Ms. Lamson is not and has not been within the past 12 months, a
broker or dealer, and is not within the past 12 months, an associated person of

a broker or dealer. At the end of the offering, Ms. Lamson will continue to
primarily perform substantial duties for us or on our behalf otherwise than in
connection with transactions in securities. Ms. Lamson has not participated in
selling an offering of securities for any issuer more than once every 12 months
other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

9,000,000 common shares are issued and outstanding as of the date of this
prospectus. The company is registering an additional 3,000,000 shares of its
common stock for possible resale at the price of $0.01 per share. There is no
arrangement to address the possible effect of the offerings on the price of the
stock.

Teaching Time will receive all proceeds from the sale of the shares by the
company. The price per share is $0.01. However, Teaching Time common stock may
never be quoted on the OTC Bulletin Board or listed on any exchange.

The company's shares may be sold to purchasers from time to time directly by,
and subject to, the discretion of the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, either at an offering price that is fixed or that
may vary from transaction to transaction depending upon the time of sale, or at
prices otherwise negotiated at the time of sale. Such prices will be determined
by the company or by agreement between the company and any purchasers of our
common stock.

The shares may not be offered or sold in certain jurisdictions unless they are
registered or otherwise comply with the applicable securities laws of such
jurisdictions by exemption, qualification or otherwise. We intend to sell the
shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states.

In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

Teaching Time will pay all expenses incidental to the registration of the shares
(including registration pursuant to the securities laws of certain states).

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.

BUSINESS

INTRODUCTION

Teaching Time is based in Sacramento, California. The company will design,
develop, and market instructional products and services for the corporate,
education, government, and healthcare e-learning industries. It will be
committed to high quality instructional design and educational new media
development, and provide a core of deliverable of programs, courses, and
learning objects for the distance education, distributed learning, and
e-learning markets.

The company will employ an object-oriented design methodology that yields
flexible, scalable, and reusable content, supporting clients with rich, targeted
solutions that are easily replicated and maintained. It will seek a balanced
portfolio of clients from a variety of industry sectors, and plans to mitigate
business fluctuations with an appropriate number of local, national, and
international clients.

Teaching Time will develop strategic relationships and build its business on a
returning customer base and an accumulation of educational content that can be
re-purposed and re-sold.

Products and Services

Teaching Time will focus on the following deliverables: program/curriculum
design and development, course design and development, program/curriculum and
course evaluation, content analyses and revision, rich-media production,
e-learning training, e-learning consulting, and additional services, such as
market research, editing, document workflow, and translation. For purposes of
billing, project management, and client relations, these services will be broken
down as follows:

o Program/Curriculum Design & Development
o New Program Services
o Existing Program Services

o Course Design and Development

o Learning Object Development

o Training

o Consulting

o Other Services

Market Analysis

Teaching Time will compete for e-learning instructional design business in the
corporate, educational, healthcare and government sectors. Its emphasis will be
on corporate and educational markets, as these sectors are likely to experience
the greatest growth.

Strategy and Implementation

Teaching Time will focus on four e-learning markets-- the corporate,
educational, healthcare, and government sectors. While it seeks business from
companies and institutions across the United States and in the future abroad, it
will make a concerted effort to develop long-term local and regional clients.

Teaching Time's target customers will be the upper-level management of companies
and institutions who are charged with the day-to-day operations of e-learning
implementation and delivery.

Competitive Edge

Teaching Time will provide its clients the personal touch that large,
proprietary systems vendors are ill-equipped to deliver. There is no universal
recipe for a "good" instructional design. However, all effective instructional
solutions share similar ingredients: a dash of market opportunity, a pinch of
business goals, and a generous helping of user requirements. As its name
implies, Teaching Time will be committed to "interrogating" the relevant
stakeholders to determine the appropriate mix of ingredients.

Better questions yield better results. Teaching Time will ask probing questions
and deliver superior instructional solutions.

Marketing Strategy

Teaching Time marketing strategy for the first year requires that the company:

o initiate as many personal contacts as possible

o demonstrate excellence with every personal contact

o identify six to eight key clients, and "win them over" through
demonstration of expertise with limited initial client investment

o provide excellent custom development services with enthusiasm and a
personal touch

o make a name for the company.

IDENTITY ISSUES

The first year of operations will present a marketing challenge for Teaching
Time. The partnership and identity are newly formed; therefore, the company will
be relatively unknown in the marketplace. Although the founder has significant
experience and many contacts within the e-learning and new media industries, she
has worked mainly for corporate or institutional employers during the course of
her career. Therefore, Teaching Time won't benefit from immediate name
recognition.

The challenge is mitigated somewhat, for name recognition isn't especially
prevalent among custom content developers in the industry--even among those who
have been successful in the marketplace for years.

SELLING SERVICES

Another challenge stems from the nature of the business. After the product is
developed, Teaching Time will focus chiefly on marketing and selling
instructional-design services, although the long-term plan is to obtain revenue
from content re-packaging and re-licensure, at which time the focus will shift
from selling services to selling products. Services are traditionally difficult
to market, as clients are wary of spending money for intangibles. They are more
likely to buy from a well-known business that offers "good enough" service than
to take a chance on an unknown organization that might provide exceptional
service.

Photo processing is a suitable example. Many consumers routinely have their film
developed at the local drugstore, despite the fact that they are often
dissatisfied with the quality of the printing, the speed of the service, etc. In
spite of their concerns, most consumers continue to use the drugstore's service,
rather than taking a chance on a non-chain photo lab, a mail-in service, or any
of several less familiar options.

SELLING INSTRUCTIONAL DESIGN (I.D.)

The nature of the service provided by Teaching Time will present yet another
challenge in that "instructional design" is not a household term. Although many
organizations have experimented with e-learning, the field is still very young.
Best practices are in their infancy, and every organization does online
education a bit differently.

Clients are overwhelmed by the choices and confused by the options.

Part of Teaching Time's strategy will be to capitalize on that frustration as
well as on the growing awareness of companies and institutions that they
actually need instructional design services, especially the services of those
who design and develop for the e-learning niche. When faced with unfamiliar
tasks, clients often try to "do it themselves," rather than take a chance on
outsourcing services, which are traditionally difficult to quantify and measure.

To succeed in this environment, Teaching Time will demonstrate, through cost
analysis, that outsourcing content development to a well-equipped development
house with streamlined processes is generally more cost-effective than in-house
development.

THE PERSONAL TOUCH

During the first year of operation, Teaching Time will focus on developing
relationships as a conduit for sales. Rather than mounting an advertising
campaign that promotes a faceless service, the founders will strive to make as
many personal or "insider" contacts as possible.

Fortunately, Teaching Time will operate in a city that is known for its
relationship networking. The founders have established and continue to establish
their credibility among potential clients, particularly in the higher education
and high-tech corporate sectors.

Another strategy of Teaching Time is to read about and research the higher
education e-learning market continuously. There will be no "cold calling."
Instead, institutions will be approached when there is a natural context for
doing so. Institutions in likely need of instructional design products and
services include those with high-volume e-learning programs, troubled or
ineffective e-learning programs (that may be "on probation"), or ambitious
curricula rollouts.

Other potential higher education clients may be non-American institutions
wanting to establish themselves in the U.S. e-learning market and wanting to
utilize designers and developers more familiar with regional accreditation and
compliance standards. Countries with high-volume e-learning establishments, such
as Canada and the U.K., stand to save substantially on design and development
costs, as well.

CORPORATE CLIENTS

While Teaching Time wants to build its reputation in education, it appreciates
the need to keep a balanced client portfolio. Recognizing that industries
fluctuate and that corporate e-learning is a sector influenced by the economy,
the company will work to establish a number of corporate relationships, as well,
approaching potential clients through appropriate forums, and via a context that
clarifies need (such as a news article or press release announcing a potential
client's new e-learning infrastructure). Teaching Time will market its products
and services to local companies--and particularly high-tech companies--through a
number of forums, associations and businesses.

HEALTHCARE CLIENTS

Healthcare represents a small, but growing market (relative to the corporate and
educational e-learning markets). Clients that are likely to develop e-learning
infrastructures are large, university-affiliated hospitals that do a good deal
of teaching and research.

GOVERNMENT CLIENTS

Like healthcare, government e-learning is demonstrating some growth, especially
in sectors where training is mandated by law. The recent Forecast of Contract
Opportunities for FY 2004 issued by the Department of Homeland Security features
a number of projects that will require training that is flexible, mobile and
cost-effective.

NEW AND KEY CLIENTS

While Teaching Time will seek clients who have established e-learning programs
and wish to improve upon or extend them, many of its potential clients
(particularly the local clients) will be forging ground in unfamiliar territory
as they move from traditional educational and training environments to the
e-learning arena. They will be uncertain about the benefits of e-learning and
protective of their subject-matter expertise. They will be wary of third-party
content developers claiming to have the "answer to their prayers."

The founder of Teaching Time recognizes the cautious environment the Company
will face and have realistic expectations for the first year of operation. After
the product is developed, the general goal is to establish a limited number of
key clients and provide high-quality services and exemplary products. Key
clients are best characterized as clients with genuine e-learning ambitions who
are considering a number of large-scale projects and will require some training
and maintenance. Key clients would be returning customers.

To acquire key clients, Teaching Time must be prepared to take limited-scope
development projects at a reduced rate to prove its capabilities. For instance,
the company may offer to develop a single course in a certificate program "at
cost," with the goal of winning a more lucrative through the demonstration of
superior service and an exemplary product.

SEEKING EXCELLENCE

Teaching Time will strive for excellence in all personal encounters and
development transactions because it recognizes the validity of "the butterfly
effect." In much the same way chaos theorists posit that a butterfly flapping
its wings in Brazil can affect global weather patterns, entrepreneurs know that
a single client meeting handled with passion, enthusiasm, and excellence may be
the catalyst for many future successful business dealings.

LOOKING AHEAD

After the initial year of selling predominantly services, Teaching Time will
reposition itself to market the products it has developed both as a result of
the service deliverables and some in-house research and development. The central
product is the "learning object," a Flash-based course enhancement that raises
the level of course engagement and interaction levels and raises the bar in the
e-learning industry. The learning objects bring together high-quality
instructional design with compelling, state-of-the-art media design. The objects
are also exceedingly flexible, eminently re-purposable, and remarkably scalable.

Because the learning objects are likely to be copied quickly after their
release, Teaching Time will need to prepare a special campaign to become "the
name" in reusable custom content development. The company will:

o write press releases

o get featured in articles and on websites

o register keywords with major search engines

o approach CMS/LMS vendors and professional organization about linking to
our website

o advertise in industry-specific publications

o register with RFP exchanges

o investigate/initiate strategic partnerships

o attend trade shows (as exhibitors)

o present our solutions at conferences and seminars.

As the market demonstrates its needs, Teaching Time will begin to narrow its
focus, optimizing those products and services that are most useful, beneficial,
and cost-effective. The Company will invest in a market research strategy
utilizing a number of evaluation and survey techniques to assure its
understanding of the market and its staying power within that market.

Sales Strategy

Teaching Time will promote its products and services via its website and
advertises strategically via portals and publications devoted to e-learning and
distance education. Additionally, the company solicits likely customers through
direct mailings targeted toward businesses or institutions that are planning
large online program rollouts or that are experiencing accreditation problems
related to e-learning.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, Teaching Time has no employees other than its current sole officer
and director, Ms. Lisa Lamson, who has not, as yet, been compensated. The
Company has no employment agreements. The company presently does not have any
pension, health, annuity, insurance, stock options, profit sharing, or similar
benefit plans; however, the company may adopt plans in the future. There are
presently no personal benefits available to the company's sole director.

During the initial implementation of our development strategy, the company
intends to hire independent consultants, and contractors to develop, prototype,
various components of technology platform. The Company will need to raise
additional capital over the next twelve (12) months to hire and/or retain these
resources.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.

WE ARE A DEVELOPMENT STAGE COMPANY ORGANIZED TO DEVELOP

We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our service to customers. Accordingly, we must raise cash from sources
other than revenues generated from the proceeds of loans we undertake.

From inception to January 31, 2010, the company's business operations have
primarily been focused on developing our business plan and market research.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

THERE IS NO HISTORICAL FINANCIAL INFORMATION ABOUT US UPON WHICH TO BASE AN
EVALUATION OF OUR PERFORMANCE. TEACHING TIME, INC. WAS INCORPORATED IN THE STATE
OF FLORIDA ON JANUARY 19, 2010; WE ARE A DEVELOPMENT STAGE COMPANY THE COMPANY
WILL DESIGN, DEVELOP, AND MARKET INSTRUCTIONAL PRODUCTS AND SERVICES FOR THE
CORPORATE, EDUCATION, GOVERNMENT, AND HEALTHCARE E-LEARNING INDUSTRIES.. WE HAVE
NOT GENERATED ANY REVENUES FROM OUR OPERATIONS. WE CANNOT GUARANTEE WE WILL BE
SUCCESSFUL IN OUR BUSINESS OPERATIONS. OUR BUSINESS IS SUBJECT TO RISKS INHERENT
IN THE ESTABLISHMENT OF A NEW BUSINESS ENTERPRISE, INCLUDING THE FINANCIAL RISKS
ASSOCIATED WITH THE LIMITED CAPITAL RESOURCES CURRENTLY AVAILABLE TO US FOR THE
IMPLEMENTATION OF OUR BUSINESS STRATEGIES (SEE "RISK FACTORS"). TO BECOME
PROFITABLE AND COMPETITIVE, WE MUST DEVELOP THE BUSINESS AND MARKETING PLAN,
EXECUTE THE PLAN AND ESTABLISH SALES AND CO-DEVELOPMENT RELATIONSHIPS WITH
CUSTOMERS AND PARTNERS.

PLAN OF OPERATION

Over the 12 month period starting upon the effective date of this registration
statement, the Company must raise capital in order to complete the Business and
Marketing Plan and to commence its execution. The Company anticipates that the
business and marketing plan will be completed within 180 days after the offering
is completed. After the business and marketing plan are completed, the company
plans on using consultants and contractors to commence the product development
strategy. During the initial implementation of our development strategy, the
Company intends to hire independent consultants, and contractors to develop,
prototype, various components of product. The Company expects product
development to last between eighteen (18) and twenty four (24) months.

Since inception to January 19, 2010, Teaching Time has incurred a total of
$3,579 on start-up costs. The Company has not generated any revenue from
business operations. All proceeds currently held by the company are the result
of the sale of common stock to its officers. The Company does not have any
contractual arrangement with our CEO, Ms. Lisa Lamson to fund the Company on an
on-going basis for either operating capital or a loan. The CEO may elect to fund
the Company as she did initially, however there are no assurances that she will
in the future.

The Company incurred expenditures of $3,500 for audit services and $79 for
general administrative costs. Since inception, the majority of the company's
time has been spent refining its business plan and conducting industry research,
and preparing for a primary financial offering.

LIQUIDITY AND CAPITAL RESOURCES

As of the date of this registration statement, we have yet to generate any
revenues from our business operations. For the period ended January 31, 2010,
Teaching Time, Inc. issued 9,000,000 shares of common stock to our sole officer
and director for cash proceeds of $9,000 at $0.001 per share.

We anticipate needing a $150,000 in order to execute our business plan over the
next twelve (12) months, which includes completing the business plan, completing
the prototype plans, and identifying the necessary resources to implement our
plan. We anticipate the work will require three part time resources for content
work that will cost approximately $30,000 each. In addition, we will require one
marketing resource that will require $25,000 and the balance of $35,000 for
general working capital purposes. However, the available cash is not sufficient
to allow us to commence full execution of our business plan. Based on our
success of raising additional capital over the next twelve (12) months, we
anticipate employing various consultants and contractors to commence the
development strategy for the product prototypes. Until the Business and
Marketing plan are completed, we are not able to quantify with any certainty any
planned capital expenditures including the hiring of consultants and
contractors. The only planned capital expenditure is the public company costs.
As of January 31, 2010, the Company has no firm commitments for any capital
expenditures.

Our business expansion will require additional capital resources that may be
funded through the issuance of common stock or of notes payable or other debt
arrangements that may affect our debt structure. Despite our current financial
status we believe that we may be able to issue notes payable or debt instruments
in order to start executing our Business and Marketing Plan. We anticipate that
receipt of such financing may require granting a security interest in the
service offering, and are willing to grant such interest to secure the necessary
funding.

Through January 31, 2010, we have incurred a total of $3,579 in general and
administration expenses including $3,500 in professional fees.

To date, we have managed to keep our monthly cash flow requirement low for two
reasons. First, our sole officer has agreed not to draw a salary until a minimum
of $250,000 in funding is obtained or until we have achieved $500,000 in gross
revenues. Second, we have been able to keep our operating expenses to a minimum
by operating in space owned by our sole officer and are only paying the direct
expenses associated with our business operations.

Given our low monthly cash flow requirement and the compensation arrangement
with our sole officer, management believes that, while our auditors have
expressed substantial doubt about our ability to continue as a going concern,
and assuming that we do not commence our anticipated operations until sufficient
financial resources are available, we believe we will be able to meet our
obligations for at least the next twelve months.

In the early stages of our company, we will need cash for completing the
business and marketing plans. We anticipate that during the first year, in order
to execute our business plan to any meaningful degree, we would need to spend a
minimum of $150,000 on such endeavors. If we are unable to raise the funds
partially through this offering we will seek alternative financing through means
such as borrowings from institutions or private individuals. There can be no
assurance that we will be able to keep costs from being more than these
estimated amounts or that we will be able to raise such funds. Even if we sell
all shares offered through this registration statement, we expect that we will
seek additional financing in the future. However, we may not be able to obtain
additional capital or generate sufficient revenues to fund our operations. If we
are unsuccessful at raising sufficient funds, for whatever reason, to fund our
operations, we may be forced to seek a buyer for our business or another entity
with which we could create a joint venture. If all of these alternatives fail,
we expect that we will be required to seek protection from creditors under
applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues.

The Company has entered into no contractual commitment agreements.

MANAGEMENT

OFFICERS AND DIRECTORS

Our sole officer and director will serve until her successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The board of directors has no nominating, auditing
or compensation committees.

The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:

Name and Address Age Position(s)
---------------- --- -----------
Lisa Lamson 44 President, Secretary/Treasurer, Principal
Executive Officer Principal Financial Officer,
and sole member of the Board of Directors

The person named above has held her offices/positions since the inception of our
company and is expected to hold her offices/positions until the next annual
meeting of our stockholders.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee, a Nominating Committee or any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates
which may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our Board of Directors
established a process for identifying and evaluating director nominees. We have
not adopted a policy regarding the handling of any potential recommendation of
director candidates by our stockholders, including the procedures to be
followed. Our Board has not considered or adopted any of these policies as we
have never received a recommendation from any stockholder for any candidate to
serve on our Board of Directors. Given our relative size and lack of directors
and officers insurance coverage, we do not anticipate that any of our
stockholders will make such a recommendation in the near future. While there
have been no nominations of additional directors proposed, in the event such a
proposal is made, all members of our Board will participate in the consideration
of director nominees. Our sole director is not an "audit committee financial
expert" within the meaning of Item 401(e) of Regulation S-B. In general, an
"audit committee financial expert" is an individual member of the audit
committee or Board of Directors who:

o understands generally accepted accounting principles and financial
statements,

o is able to assess the general application of such principles in
connection with accounting for estimates, accruals and reserves,

o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,

o understands internal controls over financial reporting, and

o understands audit committee functions.

Our Board of Directors is comprised of an individual who was integral to our
formation and who is involved in our day to day operations. While we would
prefer our director be an audit committee financial expert, the individual who
has been key to our development has professional background in finance or
accounting. As with most small, early stage companies, until such time as our
company further develops its business, achieves a stronger revenue base and has
sufficient working capital to purchase directors and officers insurance, we do
not have any immediate prospects to attract independent directors. When we are
able to expand our Board of Directors to include one or more independent
directors, we intend to establish an Audit Committee of our Board of Directors.
It is our intention that one or more of these independent directors will also
qualify as an audit committee financial expert. Our securities are not quoted on
an exchange that has requirements that a majority of our Board members be

independent and we are not currently otherwise subject to any law, rule or
regulation requiring that all or any portion of our Board of Directors include
"independent" directors, nor are we required to establish or maintain an Audit
Committee or other committee of our Board of Directors.

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.

Although we have adopted a Code of Ethics and Business Conduct, we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurances that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,
nominating and compensation committees comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.

CODE OF BUSINESS CONDUCT AND ETHICS

In January 2010 we adopted a Code of Ethics and Business Conduct which is
applicable to our future employees and which also includes a Code of Ethics for
our CEO and principal financial officers and persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote

o honest and ethical conduct,

o full, fair, accurate, timely and understandable disclosure in
regulatory filings and public statements,

o compliance with applicable laws, rules and regulations,

o the prompt reporting violation of the code, and

o accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the
Securities and Exchange Commission as an exhibit to this Form S-1 filing. Any
person desiring a copy of the Code of Business Conduct and Ethics, can obtain
one by going to www.sec.gov and looking at the attachments to this Form S-1.

BACKGROUND OF OFFICERS AND DIRECTORS

Ms. Lisa Lamson, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER

RESUME

Ms. Lamson has over 15 years of experience in teaching industry with extensive
experience in curriculum writing and the development of course work. Prior to
joining Teaching Time, Ms. Lamson has worked both at the junior high and high
school level developing different teaching techniques and curriculum for
teachers and students alike.

CONFLICTS OF INTEREST

At the present time, we do not foresee a direct conflict of interest with our
sole officer and director.

EXECUTIVE COMPENSATION

Lisa Lamson will not be taking any compensation until the Company has raised
$250,000 in working capital or has sales in excess of $500,000.

SUMMARY OF COMPENSATION

We did not pay any salaries in 2010. We do not anticipate beginning to pay
salaries until we have adequate funds to do so. There are no stock option plans,
retirement, pension, or profit sharing plans for the benefit of any officer or
director other than as described herein.

SUMMARY COMPENSATION TABLE

The following table provides certain summary information concerning cash and
certain other compensation we paid to our Chief Executive Officer for the fiscal
year ending January 31, 2010.

Non-
Non-Equity Qualified
Incentive Deferred
Stock Option Plan Compensation All Other
Name & Fiscal Salary Bonus Award(s) Award(s) Compensation Earnings Compensation Total
Principal Position Year ($) ($) ($) ($) ($) ($) ($) ($)
----------------------- ------ ------ ----- -------- -------- ------------ ------------ ------------ -----

Lisa Lamson 2010 0 - - - - - - 0
Chief Executive Officer

Number of Percentage
Title of Class Name Shares Owned of Shares(1)
-------------- ---- ------------ ------------
Shares of Common Stock Lisa Lamson(2) 9,000,000 100%
2679 Aberdeen Lane
El Dorado Hills, CA 95762

(1) Based on 9,000,000 shares outstanding as of January 31, 2010.

(2) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended, by virtue of her direct and indirect stock holdings. Ms. Lamson is the
only "promoter" of our company.

We have no employment agreements with our sole Executive Officer and Director.
We will not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.

DIRECTOR COMPENSATION

Ms. Lamson the sole member of our Board of Directors is also our executive
officer. We do not pay fees to directors for attendance at meetings of the Board
of Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans including options and SARs that
provide compensation intended to serve as incentive for performance.

EMPLOYMENT AGREEMENTS

At this time, Teaching Time has not entered into any employment agreements with
our sole officer and director. If there is sufficient cash flow available from
our future operations, the Company may in the future enter into employment
agreements with our sole officer and director, or future key staff members.

INDEMNIFICATION

Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of their position, if they acted in good faith and
in a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he or she is to
be indemnified, we must indemnify him or her against all expenses incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Florida

Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Florida law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares.

The stockholder listed below has direct ownership of her shares and possesses
sole voting and dispositive power with respect to the shares.

Number of Percentage
Title of Class Name Shares Owned of Shares(1)
-------------- ---- ------------ ------------
Shares of Common Stock Lisa Lamson (2) 9,000,000 100%
2679 Aberdeen Lane
El Dorado Hills, CA 95762
__________________
(1) Based on 9,000,000 shares outstanding as of January 31, 2010.

(2) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, Ms.
Lamson is the only "promoter" of our company.

For the period ended January 31, 2010, a total of 9,000,000 shares of common
stock were issued to our sole officer and director, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Under Rule 144, a shareholder can
sell up to 1% of total outstanding shares every three months in brokers'
transactions. Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.

Our sole officer and director will continue to own the majority of our common
stock after the offering, regardless of the number of shares sold. Since she
will continue control our company after the offering, investors in this offering
will be unable to change the course of our operations. Thus, the shares we are
offering lack the value normally attributable to voting rights. This could
result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.

The company is hereby registering 3,000,000 of its common shares, in addition to
the 9,000,000 shares currently issued and outstanding. The price per share is
$0.01 (please see "Plan of Distribution" below).

The 9,000,000 shares currently issued and outstanding were acquired by our sole
officer and director for the period ended, January 31, 2010. We issued a total
of 9,000,000 common shares for consideration of $9,000, which was accounted for
as a purchase of common stock.

DESCRIPTION OF SECURITIES

COMMON STOCK

The authorized common stock is two hundred and fifty million (250,000,000)
shares with a par value of $.0001 for an aggregate par value of twenty five
thousand dollars ($25,000).

* have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;

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

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

* and are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Florida for a more complete description of the rights
and liabilities of holders of our securities.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, and
assuming all 3,000,000 shares being offered are sold, present stockholders will
own approximately 75% of our outstanding shares.

CASH DIVIDENDS

As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

REPORTING

After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, Teaching Time will act as its own transfer agent.

STOCK OPTION PLAN

The Board of Directors of Teaching Time has not adopted a stock option plan
("Stock Option Plan"). The company has no plans to adopt a stock option plan but
may choose to do so in the future. If such a plan is adopted, this plan may be
administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not, without the written consent of
the optionee, impair any rights under any option previously granted. Teaching
Time may develop an incentive based stock option plan for its officers and
directors and may reserve up to 10% of its outstanding shares of common stock
for that purpose.

LITIGATION

We are not a party to any pending litigation and none is contemplated or
threatened.

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon
for us by Schneider Weinberger & Beilly LLP.

EXPERTS

Our financial statements have been audited for the period ending January 31,
2010 by Lake and Associates, LLC, as set forth in their report included in this
prospectus. Their report is given upon their authority as experts in accounting
and auditing.

LAKE & ASSOCIATES CPA'S LLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

TO THE BOARD OF DIRECTORS
TEACHING TIME, INC.
(A Development Stage Company)

We have audited the accompanying balance sheet of Teaching Time, Inc. (A
Development Stage Company) as of January 31, 2010 and the related statements of
operations, shareholders' equity and cash flows for the period January 19, 2010
(Inception) through January 31, 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Teaching Time, Inc. (A
Development Stage Company) as of January 31, 2010 and the related statements of
operations, shareholders' equity and cash flows for the period January 19, 2010
(Inception) through January 31, 2010, 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 1 to the
financial statements, the Company has incurred an operating loss, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Lake & Associates CPA's LLC

Lake & Associates CPA's LLC
Boca Raton, Florida
February 3, 2010

20283 State Road 7
Suite 300
Boca Raton, Florida 33498

Phone: 561.982.9874
Fax: 561.982.7985

F-1

Teaching Time, Inc
(A Development Stage Company)
Balance Sheet
January 31, 2010

ASSETS
------
JANUARY 31,
2010
-----------

CURRENT ASSETS
Cash and cash equivalents ..................................... $ 9,000
----------
Total current assets ........................................ 9,000
----------

----------

TOTAL ASSETS .................................................. $ 9,000
==========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Accounts payable & Accrued liabilities ........................ $ 3,579
----------
Total liabilities ........................................... 3,579
----------

STOCKHOLDERS' EQUITY
Capital Stock (Note 4)
Authorized:
250,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
9,000,000 ................................................. $ 900
Additional paid-in capital .................................... 8,100
Deficit accumulated during the development stage .............. (3,579)
----------
Total Stockholders' Equity .................................... 5,421
----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................... $ 9,000
==========

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

F-2

Teaching Time, Inc.
(A Development Stage Company)
Statement of Operations
For the period January 19, 2010 to January 31, 2010

FOR THE PERIOD
FROM INCEPTION
JANUARY 19,
2010 TO
JANUARY 31,
2010
--------------

REVENUES ...................................................... $ -
-------------

EXPENSES
General & Administrative .................................... 79
Professional Fees ........................................... $ 3,500
-------------

Loss Before Income Taxes ...................................... $ (3,579)
-------------

Provision for Income Taxes .................................... -
-------------

Net Loss ...................................................... $ (3,579)
=============

PER SHARE DATA:

Basic and diluted loss per common share ..................... $ -
=============

Basic and diluted weighted Average Common shares outstanding 9,000,000
=============

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

F-3

Teaching Time, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficiency)

Deficit
Accumulated
Common Stock Additional During the
------------------ Paid-in Development
Shares Amount Capital Stage Total
--------- ------ ---------- ----------- --------

Inception - January 19, 2010 .......... - $ - $ - $ - $ -

Common shares issued to Founder
for cash at $0.001 per share
(par value $0.0001) on 1/19/2010 ... 9,000,000 900 8,100 - 9,000

Loss for the period from inception on
January 19, 2010 to January 31, 2010 - - - (3,579) (3,579)
--------- ------ ---------- ---------- --------

Balance - January 31, 2010 ............ 9,000,000 $ 900 $ 8,100 $ (3,579) $ 5,421
========= ====== ========== ========== ========

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

F-4

Teaching Time, Inc.
(A Development Stage Company)
Statement of Cash Flow
For the period January 19, 2010 to January 31, 2010

For the Period
from Inception
January 19,
2010 to
January 31,
2010
--------------

OPERATING ACTIVITIES

Net Loss ..................................................... $ (3,579)
-------------

Changes in Operating Assets and Liabilities:
Increase (decrease) in accounts payable
and accrued liabilities ................................... 3,579
-------------
Net cash used in operating activities ........................ -
-------------

FINANCING ACTIVITIES

Common stock issued for cash ................................. 9,000
-------------
Net cash provided by financing activities .................... 9,000
-------------

INCREASE IN CASH AND CASH EQUIVALENTS .......................... 9,000

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............... -
-------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD ..................... $ 9,000
=============

Supplemental Cash Flow Disclosures:

Cash paid for:
Interest expense ........................................... $ -
=============
Income taxes ............................................... $ -
=============

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

F-5

TEACHING TIME, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2010)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Teaching Time, Inc. ("Teaching Time, Inc.") is a development stage company,
incorporated in the State of Florida on January 19, 2010 to provide software to
companies to help them market and sell their music and entertainment content to
consumers. The music and entertainment content is audio and video clips of
concerts, artist interviews, and highlights. Based on the customer request, the
software will extract the music and entertainment content from the customer's
music and entertainment library and stream that content to the customer. This
content is referred to as "digital assets". The customer can request the content
from any internet device such as a computer, laptop or mobile device.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis
----------------

These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

Cash and Cash Equivalents
-------------------------

For the purpose of the financial statements cash equivalents include all highly
liquid investments with maturity of three months or less.

Earnings (Loss) per Share
-------------------------

The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares outstanding.

Dividends
---------

The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown, and none are contemplated in
the near future.

F-6

TEACHING TIME, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2010)

Income Taxes
------------

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets, including tax loss and credit carryforwards, and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in the
deferred tax assets and deferred tax liabilities. The components of the deferred
tax assets and liabilities are individually classified as current and
non-current based on their characteristics. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized. No
deferred tax assets or liabilities were recognized as of January 31, 2010 .

Advertising
-----------

The Company will expense advertising as incurred. The advertising since
inception has been $0.00.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.

Revenue and Cost Recognition
----------------------------

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.

Property
--------

The company does not own any real estate or other properties. The company's
office is located 2679 Aberdeen Way, El Dorado Hills, CA 95762. Our contact
number is 408-605-1572. The business office is located at the home of Lisa
Lamson, the CEO of the company, at no charge to the company.

F-7

TEACHING TIME, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2010)

Recently Issued Accounting Pronouncements
-----------------------------------------

The Company has adopted all recently issued accounting pronouncements. The
adoption of the accounting pronouncements, including those not yet effective, is
not anticipated to have a material effect on the financial position or results
of operations of the Company.

NOTE 3. INCOME TAXES:

The Company provides for income taxes under ASC Topic 740 which requires the use
of an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.

ASC Topic 740 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Details for
the last three years follow:

Year Ended January 31, 2010
---------------------- ------
Deferred Tax Asset ..... $ 0.00
Valuation Allowance .... 0.00
Current Taxes Payable .. 0.00
------
Income Tax Expense ..... $ 0.00
======

The Company has filed no income tax returns since inception.

NOTE 4. STOCKHOLDERS' EQUITY

Common Stock
------------

On January 19, 2010, the Company issued 9,000,000 of its $0.0001 par value
common stock for $9,000 cash to the founders of the Company. The issuance of the
shares was made to the sole officer and director of the Company and an
individual who is a sophisticated and accredited investor, therefore, the
issuance was exempt from registration of the Securities Act of 1933 by reason of
Section 4 (2) of that Act.

There are 250,000,000 Common Shares at $0.0001 par value Authorized with
9,000,000 Issued and Outstanding as of January 31, 2010.

F-8

TEACHING TIME, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(JANUARY 31, 2010)

NOTE 5. RELATED PARTY TRANSACTIONS

The officer and director of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period January 19, 2010 (date
of inception) through January 31, 2010 the Company has had a net loss of $3,579.
As of January 31, 2010, the Company has not emerged from the development stage.
In view of these matters, recoverability of any asset amounts shown in the
accompanying financial statements is dependent upon the Company's ability to
begin operations and to achieve a level of profitability. Since inception, the
Company has financed its activities principally from the sale of equity
securities. The Company intends on financing its future development activities
and its working capital needs largely from loans and the sale of public equity
securities with some additional funding from other traditional financing
sources, including term notes, until such time that funds provided by operations
are sufficient to fund working capital requirements.

NOTE 7. CONCENTRATIONS OF RISKS

Cash Balances
-------------

The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured
institutions were 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, returned to $100,000 per depositor. The
Company had no deposits in excess of insured amounts as of January 31, 2010.

NOTE 8. SUBSEQUENT EVENTS

None. The Company has evaluated subsequent events through February 3, 2010, the
date which the financial statements were available to be issued, and no such
events have occurred.

F-9

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:

SEC Filing Fee and Printing .. $ 1,000 *
Transfer Agent ............... 0
-------
TOTAL ................... $ 1,000
-------
* estimate

RECENT SALES OF UNREGISTERED SECURITIES

(a) Prior sales of common shares

Teaching Time, Inc. is authorized to issue up to 250,000,000 shares of common
stock with a par value of $0.0001. For the period ended January 31, 2010, we had
issued 9,000,000 common shares to our sole officer and director for a total
consideration of $9,000. What was the exemption and facts relied upon for this
sale?

Teaching Time, Inc. is not listed for trading on any securities exchange in the
United States, and there has been no active market in the United States or
elsewhere for the common shares.

During the past year, Teaching Time, Inc. has sold the following securities
which were not registered under the Securities Act of 1933, as amended:

For the period ended January 31, 2010, Teaching Time, Inc. issued 9,000,000
shares of common stock to the sole officer and director for cash proceeds of
$9,000 at 0.001 per share.

EXHIBITS

The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.

EXHIBIT NO. DOCUMENT DESCRIPTION
----------- --------------------
3.1 Articles of Incorporation of Teaching Time, Inc.*

3.2 Bylaws of Teaching Time, Inc.*

4.1 Specimen Stock Certificate of Teaching Time, Inc.*

5.1 Opinion of Counsel (to be supplied by amendment).

14.1 Code of Business Conduct and Ethics.*

23.1 Consent of Accountants.*

23.2 Consent of Counsel (to be supplied by amendment).

99.1 Subscription Documents and Procedure of Teaching Time, Inc.*
_________________
* Filed herewith

II-1

(B) DESCRIPTION OF EXHIBITS

EXHIBIT 3.1 Articles of Incorporation of Teaching Time, Inc.

EXHIBIT 3.2 Bylaws of Teaching Time, Inc.

EXHIBIT 4.1 Specimen Stock Certificate of Teaching Time, Inc.

EXHIBIT 5.1

EXHIBIT 14.1 Code of Business Conduct and Ethics.

EXHIBIT 23.1 Consent of Accountants

EXHIBIT 23.2

EXHIBIT 99.1 Subscription Documents and Procedure of Teaching Time, Inc.

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.

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

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

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

II-2

4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:

i. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.

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

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on this Form S-1. Furthermore, the registrant has
authorized this registration statement and has duly caused this Form S-1
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in El Dorado Hills, CA 95762, on this 18th day of February,
2010.

Teaching Time, Inc.

/s/ Lisa Lamson
---------------
Lisa Lamson
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer

Know all men by these present, that each person whose signature appears below
constitutes and appoints Lisa Lamson, as agent, with full power of substitution,
for her and in her name, place and stead, in any and all capacities, to sign any
and all amendments, including post-effective amendments, to this registration
statement, and to file the same, therewith, with the Securities and Exchange
Commission, and to make any and all state securities law filings, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying the confirming all that said attorney-in-fact and agent, or any
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-1
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

/s/ Lisa Lamson February 18, 2010
---------------
Lisa Lamson
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer

II-

Attached files

RED MOUNTAIN RESOURCES, INC. Reports

Also read