U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2007
---------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________ to __________
Commission File No. 333-132578
-----------------------------------
GETTING READY CORPORATION
- ---------------------------------------------------------------------------
(Exact name of small business issuer as specified in its
charter)
Delaware 30-0132755
- ---------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
- ---------------------------------------------------------------------------
(Address of principal executive offices)
(305) 573-4112
- ---------------------------------------------------------------------------
(Issuer's Telephone Number)
- ---------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No []
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [X] No []
On August 8, 2007, the number of shares of outstanding Common Stock of
the issuer was 18,332,896.
Transitional Small Business Disclosure Format (check one) Yes [] No [X]
GETTING READY CORPORATION
FORM 10-QSB
QUARTER ENDED JUNE 30, 2007
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis or Plan of Operation 1
Item 3. Controls and Procedures 2
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 3
Item 2. Changes in Securities 3
Item 3. Defaults upon Senior Securities 3
Item 4. Submission of Matters to a Vote of Security Holders 3
Item 5. Other Information 3
ITEM 6. Exhibits 3
SIGNATURES 4
INDEX TO FINANCIAL STATEMENTS F-1
EXHIBIT INDEX 5
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited, condensed financial statements included herein,
commencing at page F-1, have been prepared in accordance with the
requirements of Regulation S-B and, therefore, omit or condense certain
footnotes and other information normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America. In the opinion of management, all adjustments
(including all normal recurring adjustments) necessary for a fair
presentation of the financial information for the interim periods reported
have been made.
Results of operations for the three and nine months ended June 30, 2007,
are not necessarily indicative of the results of operations expected for the
year ending September 30, 2007.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion with regard to our financial condition and
operating results contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on current plans and expectations of Getting Ready
Corporation (the "Company") and involve risks and uncertainties that could
cause actual future activities and results of operations to be materially
different from those set forth in the forward-looking statements. Important
factors that could cause actual results to differ include, among others, our
inability to consummate an acquisition of an operating business or, in the
event that we do consummate the transaction contemplated, our ability to
successfully manage and operate the combined business.
The discussion of our financial condition and plan of operation should
be read in conjunction with our unaudited, condensed financial statements and
notes thereto included elsewhere in this Report and the Company's Annual
Report on Form 10-KSB filed with the Securities and Exchange Commission.
FINANCIAL RESULTS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2007
For the quarter ended June 30, 2007, we recorded a net loss of
approximately $26,900 or less than $0.01 per share. Included in the
financial results for the quarter ended June 30, 2007, were professional fees
of approximately $23,400 and general and administrative expenses of
approximately $19,600, which together constituted our total operating
expenses. We had interest income of approximately $16,000 during the
quarter.
For the three months ended June 30, 2006, the Company recorded a net
loss of approximately $125,000 or $0.03 per share. Included in the financial
results for the three months ended June 30, 2006, were general and
administrative expenses of approximately $83,100, professional fees of
approximately $33,400, and interest expense of approximately $8,600.
1
For the nine months ended June 30, 2007, we recorded a net loss of
approximately $174,000 or $0.02 per share. Included in the financial results
for the nine months ended June 30, 2007, were professional fees of
approximately $158,600 and general and administrative expenses of
approximately $37,700. Interest income for the nine months was approximately
$22,200.
Fox the nine months ended June 30, 2006, the company recorded a net loss
of approximately $311,200 or $0.06 per share. Included in the financial
results for the nine months ended June 30, 2006, were operating expenses of
approximately $282,000 and interest expense of approximately $29,200.
We do not expect to generate operating revenues or income until such
time as we effect a business combination with an operating company. However,
in the event we do consummate a merger or acquire an operating company, there
can be no assurances that the combined operation will operate profitably.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2007, the Company had cash of approximately $1,092,000
and no liabilities. The Company's cash is invested in a certificate of
deposit and money market accounts. We anticipate that the primary uses of
working capital will include general and administrative expenses and costs
associated with seeking to locate and consummate a business combination. We
believe that we have sufficient funds to cover our expenses for at least the
next twelve months.
PLAN OF OPERATION
Management of the Company intends to devote substantially all of its
time to consummating a merger or acquisition with an operating business. In
the event that we identify an acceptable operating business, we will effect
the transaction utilizing any combination of our common stock, cash on hand,
or other funding sources that we reasonably believe are available. We
currently have no contractual commitments with regard to effecting an
acquisition or other business combination with an operating company.
Although we believe that we will be successful in consummating a
business combination with an operating company, there can be no assurances
that we will enter into such a transaction in the near term or on terms
favorable to the Company, or that other funding sources will be available.
ITEM 3. CONTROLS AND PROCEDURES
As of June 30, 2007, the Company's President and Chief Executive Officer
and its Chief Financial Officer evaluated the Company's disclosure controls
and procedures, and they concluded that the Company maintains effective
disclosure controls and procedures. Since the change of control on December
4, 2006, there have been significant changes in internal control over
financial reporting, including, but not limited to, the retention of
securities counsel and a consultant, who is a certified public accountant, to
prepare the Company's financial statements.
2
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
(a) Exhibits.
Exhibit 31.1 Certification of Acting Chief Executive
Officer pursuant to Rule 13a-14(a)
Exhibit 31.2 Certification of Acting Chief Financial
Officer pursuant to Rule 13a-14(a)
Exhibit 32 Certification pursuant to Rule 13a-14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of Section 1350, Title 18, United States Code)
3
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
GETTING READY CORPORATION
(Registrant)
Dated: August 10, 2007 By: /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chairman and President
(Principal Executive Officer)
Dated: August 10, 2007 By: /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
(Principal Financial and
Accounting Officer)
4
INDEX TO FINANCIAL STATEMENTS
Pages
Condensed Balance Sheet as of June 30, 2007 (Unaudited) F-2
Condensed Statements of Operations for the Three and Nine
Months Ended June 30, 2007 and 2006 and the period
November 26, 2002 (Inception) to June 30, 2007 (Unaudited) F-3
Condensed Statement of Changes in Stockholders' Equity for
the Nine Months Ended June 30, 2007 and the period November
26, 2002 (Inception) to June 30, 2007 (Unaudited) F-4 - F-7
Condensed Statements of Cash Flows for the Nine Months
Ended June 30, 2007 and 2006 and the period November 26,
2002 (Inception) to June 30, 2007 (Unaudited) F-8 - F-10
Notes to Condensed Financial Statements (Unaudited) F-11 - F-14
F-1
GETTING READY CORPORATION
(A Development Stage Company)
CONDENSED BALANCE SHEET
June 30, 2007
ASSETS (UNAUDITED)
------------------
Current assets:
Cash $ 1,092,011
Prepaids 15,303
------------
Total Current Assets 1,107,314
------------
TOTAL ASSETS $ 1,107,314
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities -
Commitments and Contingencies
Stockholders' equity:
Preferred stock; $0.001 par value, 1,000,000 shares
authorized, none issued and outstanding -
Common stock; $0.001 par value, 499,000,000 shares
authorized, 18,332,896 shares issued and outstanding 18,333
Additional paid-in capital 2,316,594
Deficit accumulated during the development stage (1,227,613)
------------
Total stockholders' equity 1,107,314
------------
Total liabilities and stockholders' equity $ 1,107,314
============
See accompanying notes to unaudited condensed financial statements.
F-2
GETTING READY CORPORATION
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE PERIOD FROM
FOR THE THREE MONTHS FOR THE NINE MONTHS NOVEMBER 26, 2002
ENDED JUNE 30, ENDED JUNE 30, (INCEPTION) TO
2007 2006 2007 2006 JUNE 30, 2007
----------- ----------- ----------- ----------- ----------------------
Operating Expenses:
Depreciation and amortization $ - $ - $ - $ - $ 31,514
Offering cost expense - - - 70,000 120,392
Professional fees 23,381 33,435 158,589 64,844 687,728
General and administrative 19,563 83,055 37,717 147,144 344,516
----------- ----------- ---------- ----------- -------------
Total Operating Expenses 42,944 116,490 196,306 281,988 1,184,150
Loss from Operations (42,944) (116,490) (196,306) (281,988) (1,184,150)
----------- ----------- ---------- ----------- -------------
Other Income (Expense):
Interest income 16,069 - 22,216 - 22,216
Interest expense - (8,624) - (29,203) (65,679)
----------- ----------- ---------- ----------- -------------
Total Other Income (Expense), net 16,069 (8,624) 22,216 (29,203) (43,463)
----------- ----------- ---------- ----------- -------------
Net Loss $ (26,875) $ (125,114) $(174,090) $ (311,191) $(1,227,613)
=========== =========== ========== =========== ============
Net Loss per share - Basic and Diluted $ (0.00) $ (0.03) $ (0.02) $ (0.06) $ (0.22)
=========== =========== ========== =========== ============
Weighted average number of shares
Outstanding during the period - basic
and diluted 18,332,896 4,861,402 11,461,529 4,852,866 5,609,576
=========== =========== ========== =========== ============
See accompanying notes to unaudited condensed financial statements.
F-3
GETTING READY CORPORATION
(A Development Stage Company)
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Nine Months Ended June 30, 2007
and for the Period from November 26, 2002 (Inception)
To June 30, 2007
(Unaudited)
Prepaid
Common Stock Deficit Services
Accumulated Paid
Additional During With
Paid in Development Common Stock
Shares Amount Capital Stage Stock Payable Total
--------- -------- ---------- ------------- ---------- --------- ----------
Issuance of common stock to
founders at par, November 2002 3,701,072 $ 3,701 $ (3,701) $ - $ - $ - $ -
Authorization of stock to
founder at par, November 2002 - - (740) - - 740 -
Issuance of common stock for
cash, December 2002 ($0.47/share) 105,744 106 49,894 - - - $ 50,000
Net loss for the period ended
September 30, 2003 - - - (33,185) - - (33,185)
--------- -------- -------- ------------- ---------- --------- ----------
Balance, September 30, 2003 3,806,816 $ 3,807 $ 45,453 $ (33,185) $ - $ 740 $ 16,815
Issuance of common stock for
cash, January 2004* 42,298 42 19,958 - - - 20,000
Issuance of common stock for
cash, May 2004 ($.135 per share) 29,609 29 3,971 - - - 4,000
Issuance of common stock for
cash, May 2004* 14,804 15 6,985 - - - 7,000
F-4
Issuance of common stock for
services, June 2004* 185,054 185 87,315 - (72,917) - 14,583
Issuance of common stock for
services, July 2004* 395,000 395 177,355 - - - 177,750
Issuance of common stock to
founder at par, July 2004 740,214 740 - - - (740)
Amortization of prepaid services
paid with common stock - - - - 43,750 - 43,750
Net loss for the period ended
September 30, 2004 - - - (324,543) - - (324,543)
---------- -------- -------- ------------ ---------- --------- ----------
Balance, September 30, 2004 5,213,795 $ 5,213 $341,037 $(357,728) $ (29,167) $ - $ (40,645)
Amortization of prepaid services
paid with common stock - - - - 29,167 - 29,167
Termination of agreement and
return of common stock issued
for services, April 2005 (395,000) (395) 395 - - - -
Issuance of common stock for
cash, May 2005 ($1.50 per share) 2,833 3 4,247 - - - 4,250
Issuance of common stock for
cash, June 2005 ($1.50 per share) 667 1 999 - - - 1,000
Net loss for the period ended
September 30, 2005 - - - (230,800) - - (230,800)
---------- -------- -------- ------------- ---------- --------- -----------
Balance, September 30, 2005 4,822,295 $ 4,822 $346,678 $(588,528) $ - $ - $(237,028)
Issuance of common stock for
cash, October 2005
($1.50 per share) 7,000 7 10,493 - - - 10,500
Issuance of common stock for
services, October 2005
($1.50 per share) 16,666 17 24,983 - - - 25,000
F-5
Issuance of common stock for cash,
November 2005 ($1.50 per share) 4,033 4 6,046 - - - 6,050
Issuance of common stock for cash,
December 2005 ($1.50 per share) 333 0 500 - - - 500
Issuance of common stock for
services, December 2005
($1.50 per share) 1,667 2 2,498 - - - 2,500
Issuance of common stock for cash,
January 2006 ($1.50 per share) 667 1 999 - - - 1,000
Issuance of common stock for
services, April 2006
($3.75 per share) 6,667 7 24,993 - - - 25,000
Issuance of common stock for cash,
June 2006 ($1.20 per share) 5,000 5 5,987 - - - 5,992
Net loss for the period ended
September 30, 2006 - - - (464,995) - - (464,995)
---------- -------- -------- ------------- ---------- --------- -----------
Balance, September 30, 2006 4,864,328 4,864 $423,178 $(1,053,523) $ - $ - $(625,481)
Issuance of common stock
for cash, December 2006
(0.1698/share) 4,048,791 4,049 695,355 - - - 699,404
Issuance of common stock
for cash, March 2007
($0.06/share) 9,349,777 9,350 557,650 - - - 567,000
Issuance of common stock as a
finder's fee ($0.01/share) 70,000 70 (70) - - - -
Forgiveness of related
party debt by former CEO - - 625,481 - - - 625,481
F-6
In-kind contribution for
professional fees - - 15,000 - - - 15,000
Net loss for the 9 months
Ended June 30, 2007 - - - (174,090) - - (174,090)
----------- -------- ----------- ------------- ---------- --------- - -----------
Balance, June 30, 2007 18,332,896 $18,333 $2,316,594 $(1,227,613) $ - $ - $ 1,107,314
=========== ======== =========== ============= ========== ========= ============
*Common stock issued at $0.48 per share
See accompanying notes to unaudited condensed financial statements.
F-7
GETTING READY CORPORATION
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED FOR THE PERIOD FROM
JUNE 30, NOVEMBER 26, 2002 (INCEPTION)
2007 2006 TO JUNE 30, 2007
------------- ------------- -----------------------------
Cash Flows from Operating Activities:
Net Loss $(174,090) $(311,191) $(1,227,613)
Adjustments to reconcile net loss
to net cash used in operations:
Common stock issued for services - 52,500 317,750
Write-off of deferred offering costs - - 133,850
Depreciation and amortization - 6,955 31,514
In-kind contribution for
professional fees 15,000 15,000
Changes in operating assets and liabilities:
(Increase) decrease in:
Prepaids (15,303) - (15,303)
Increase (decrease) in:
Accounts payable - 12,568 127,890
Accrued salaries - 104,384 180,000
Accrued interest payable - 29,203 65,729
----------- ----------- ------------
Net cash used in operating activities $(174,393) $(105,581) $ (371,183)
----------- ----------- ------------
Cash Flows from Investing Activities:
Purchase of property and equipment - - (4,217)
----------- ----------- ------------
Net cash used in investing activities - - (4,217)
Cash Flows From Financing Activities:
Proceeds from loans payable - related party - - 509
Increase in deferred offering costs - - (133,850)
F-8
Proceeds from issuance of common stock 1,266,404 24,042 1,376,696
Proceeds from issuance of notes payable - 93,063 235,556
Repayments on notes payable - (11,500) (11,500)
----------- ----------- ------------
Net cash provided by financing activities 1,266,404 105,605 1,467,411
----------- ----------- ------------
Net Increase (Decrease) in Cash 1,092,011 24 1,092,011
Cash at beginning of period $ - $ 159 $ -
----------- ----------- ------------
Cash at end of period $1,092,011 $ 183 $ 1,092,011
=========== ========== ============
Supplemental disclosure of
cash flow information:
Cash paid for interest $ - $ - $ -
=========== ========== ============
Cash paid for taxes $ - $ - $ -
=========== ========== ============
Supplemental disclosure of noncash investing
and financing activities:
On December 4, 2006, the Company's CEO
forgave certain assumed liabilities
in connection with the sale of the
controlling interest in the Company to
unrelated third parties. (See Note 5) $ 625,481 $ - $ 625,481
=========== ========== ============
Transfer of net book value of fixed assets
to CEO in exchange for reduction of
related party debt $ - $ - $ 1,020
=========== ========== ============
F-9
Cancellation of note payable and related
debt discount and deferred offering costs $ - $ - $ 300,000
=========== ========== ============
Contribution of website development costs
in exchange for reduction in note payable $ - $ - $ 28,318
=========== ========== ============
Stock based payment in exchange for
prepaid services $ - $ - $ 72,917
=========== ========== ============
Stock paid as finder's fee (70,000 shares)
(See Note 6) $ 70 $ - $ 70
=========== ========== ============
See accompanying notes to unaudited condensed financial statements.
F-10
Getting Ready Corporation
(A Development Stage Company)
Notes to Condensed Financial Statements
June 30, 2007
Unaudited
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information. Accordingly, they do
not include all the information and footnotes necessary for a comprehensive
presentation of financial position and results of operations.
It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made that are
necessary for a fair financial statement presentation. The results for the
interim period are not necessarily indicative of the results to be expected
for the year.
For further information, refer to the audited financial statements and
footnotes of the Company for the year ended September 30, 2006, included in
the Company's Form 10-KSB.
2. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Nature of Operations and Liquidity
Getting Ready Corporation (the "Company") is a development stage
enterprise that was incorporated under the laws of the State of Delaware on
November 26, 2002.
The accompanying unaudited financial statements have been prepared on the
basis which assumes that the Company will continue to operate as a going
concern and which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. As
reflected in the accompanying unaudited financial statements, the Company has
a net loss of $174,090 and net cash used in operations of $174,393,
respectively, for the nine months ended June 30, 2007. The Company also has
a deficit accumulated during the development stage of $1,227,613. The
Company has positive working capital of $1,107,314 and has the ability to
meet all obligations due over the course of the next twelve months. The
Company is currently in the development stage and has not generated any
operating revenues since inception.
The Company currently intends to effect a merger, acquisition or other
business combination with an operating company utilizing any combination of
its common stock, cash on hand or other funding sources that the Company
believes are available. As of June 30, 2007, management has devoted
substantially all of its time to identifying potential merger or acquisition
candidates. There can be no assurances that management's efforts to
consummate a merger, acquisition or business combination with an operating
company or management's efforts to identify other funding sources will be
successful.
F-11
B. Use of Estimates
In preparing financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements, and revenues and expenses during the periods
presented. Actual results may differ from these estimates.
C. Cash
The Company minimizes its credit risk associated with cash by
periodically evaluating the credit quality of its primary financial
institution. The balance at times may exceed federally insured limits. At
June 30, 2007 the balance exceeded the federally insured limit by $892,011.
D. Net Loss per Share
Basic earnings (loss) per share is computed by dividing the net income
(loss) less preferred dividends for the period by the weighted average number
of shares outstanding. Diluted earnings per share is computed by dividing
net income (loss) less preferred dividends by the weighted average number of
shares outstanding including the effect of share equivalents. At June 30,
2007, the Company had no outstanding common stock equivalents. All common
stock equivalents existing at June 30, 2006 were antidilutive due to the
reported net loss; as such, there was no separate computation for diluted
earnings per share.
E. Recent Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48 ("FIN 48") "Accounting for uncertainty in income taxes-
an interpretation of SFAS No. 109." This Interpretation provides guidance
for recognizing and measuring uncertain tax positions, as defined in FASB No.
109 "Accounting for income taxes." FIN 48 prescribes a threshold condition
that a tax position must meet for any of the benefit of an uncertain tax
position to be recognized in the financial statements. Guidance is also
provided regarding derecognition, classification and disclosure of uncertain
tax positions. FIN 48 is effective for fiscal years beginning after December
15, 2006. The Company does not expect that this Interpretation will have a
material impact on its financial position, results of operations or cash
flows.
In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), "Fair Value
Measurements." SFAS 157 clarifies the principle that fair value should be
based on the assumptions that market participants would use when pricing an
asset or liability. Additionally, it establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. SFAS 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007. The Company does not expect the adoption of SFAS 157 to
have a material impact on their financial position, results of operations or
cash flows.
F-12
In September 2006, the U.S. Securities and Exchange Commission (the
"SEC") issued Staff Accounting Bulletin ("SAB No. 108"), which expresses the
views of the SEC staff regarding the process of quantifying financial
statement misstatements. SAB No. 108 provides guidance on the consideration
of the effects of prior year misstatements in quantifying current year
misstatements for the purpose of a materiality assessment. The guidance of
this SAB is effective for annual financial statements covering the first
fiscal year ending after November 15, 2006, which is September 30, 2007 for
the Company. SAB No. 108 did not have an impact on the Company's financial
position, results of operations or cash flows.
In February 2007, the FASB issued SFAS 159, The Fair Value Option for
Financial Assets and Financial Liabilities, which permits entities to choose
to measure many financial instruments and certain other items at fair value.
The unrealized gains and losses on items for which the fair value option has
been elected should be reported in earnings. The decision to elect the fair
value options is determined on an instrument-by-instrument basis, should be
applied to an entire instrument, and is irrevocable. Assets and liabilities
measured at fair values pursuant to the fair value option should be reported
separately in the balance sheet from those instruments measured using other
measurement attributes. SFAS No. 159 is effective as of the beginning of the
Company's 2008 fiscal year. We are currently analyzing the potential impact
of adoption of SFAS No. 159 on our financial statements.
F. Reclassifications
Certain amounts in the year 2006 financial statements have been
reclassified to conform to the year 2007 presentation. These
reclassifications had no effect on the financial position, results of
operations or cash flows.
3. EQUIPMENT
As of September 30, 2006, equipment with a net book value of $1,020 was
transferred to the Company's former CEO in exchange for a reduction of
related debt. The debt was subsequently assumed by the Company's former CEO
and forgiven. (See Notes 5 and 6)
4. WEBSITE DEVELOPMENT COSTS
Web site development costs capitalized since inception were $28,318. For
the period from November 26, 2002 (inception) to June 30, 2007, all website
development costs had been fully amortized.
5. ACCOUNTS PAYABLE, ACCRUED LIABILITIES, LOANS PAYABLE AND NOTES PAYABLE
In connection with the sale of a controlling interest in the Company to
unrelated third parties, the Company's former CEO assumed all outstanding
debt aggregating $625,481. Subsequently, these debts were forgiven and
charged to additional paid-in capital, as this was in substance a capital
transaction with a related party. Accordingly, no gain or loss was
recognized. (See Notes 3 and 6)
F-13
6. STOCKHOLDERS' EQUITY
During December 2006, the Company's former CEO assumed all outstanding
debt aggregating $625,481. (See Notes 3 and 5)
On December 1, 2006, the Company's board of directors approved a one for
fifteen reverse stock split. All share and per share amounts have been
retroactively restated in the accompanying unaudited financial statements.
On December 4, 2006, the Company sold 4,048,791 shares of restricted
common stock for $699,404 ($0.1698/share). The sale resulted in control
being obtained by an unrelated third party investor group. In addition, the
Company's former CEO assumed certain liabilities of the Company. (See Note
5)
On December 4, 2006, the Company issued 70,000 shares of restricted
common stock having a fair value of $70 as a finder's fee relating to the
Company's change in control. The payment had a net effect on equity of $0,
as additional paid-in capital was debited and common stock was credited for
the same balance at par value.
In December 2006, the unrelated third party investor group contributed
$15,000 toward corporate expenses. The Company has recorded this as an in-
kind contribution of capital.
On March 21, 2007, the Company sold 9,349,777 shares of common stock for
$567,000 ($0.06/share). As a result of the sale, majority control (51%) of
the Company was obtained by a previously unrelated third party. All funds
were deposited into an interest bearing certificate of deposit.
F-14
EXHIBIT INDEX
Exhibit No. Description
31.1 Certification of Chief Executive Officer
pursuant to Rule 13a-14(a)
31.2 Certification of Chief Financial Officer
pursuant to Rule 13a-14(a)
32 Certification pursuant to Rule 13a-14(b) and Section 906
of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Title 18, United States Code).
5
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Glenn L. Halpryn, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Getting
Ready Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this quarterly
report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:
a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.
Dated: August 10, 2007 /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Alan Jay Weisberg, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Getting
Ready Corporation;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this quarterly
report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:
a) Designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
b) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal control over financial reporting.
Dated: August 10, 2007 /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
Exhibit 32
CERTIFICATION PURSUANT TO RULE 13a-14(b) AND SECTION 906 OF THE SARBANES-
OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, TITLE 18, UNITED
STATES CODE)
In connection with the Quarterly Report on Form 10-QSB of Getting Ready
Corporation for the period ended June 30, 2007, as filed with the Securities
and Exchange Commission (the "Report"), we, Glenn L. Halpryn, Chief Executive
Officer of Getting Ready Corporation, and Alan Jay Weisberg, Chief Financial
Officer of Getting Ready Corporation, hereby certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
Getting Ready Corporation.
Dated: August 10, 2007 /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer
Dated: August 10, 2007 /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
A signed original of this written statement required by Section 906 has been
provided to Getting Ready Corporation and will be retained by Getting Ready
Corporation and furnished to the Securities and Exchange Commission or its
staff upon request.