UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended September 30, 2007
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
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
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
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(Address of principal executive offices)
(305) 573-4112
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(Issuer's Telephone Number)
Securities registered under Section 12(g) of the Exchange Act: Common
stock, par value $.001
Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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. [X] YES [ ] NO
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). [X] YES [ ] NO
State issuer's revenues for its most recent fiscal year. $-0-
Aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant at December 7, 2007 (17,045,399 shares)
was $27,272,638.
The number of shares outstanding on December 7, 2007 was 18,332,896
shares of common stock, par value $.001 per share.
2
GETTING READY CORPORATION
FORM 10-KSB
FISCAL YEAR ENDED September 30, 2007
TABLE OF CONTENTS
PART I
Item 1. Description of Business 4
Item 2. Description of Property 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 6
Item 6. Plan of Operation 7
Item 7. Financial Statements F-1 - F-17
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
Item 8A Controls and Procedures 8
Item 8B Other Information 8
PART III
Item 9 Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance with
Section 16(a) of the Exchange Act 8
Item 10 Executive Compensation 12
Item 11 Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 12
Item 12 Certain Relationships and Related Transactions 13
Item 13 Exhibits 13
Item 14 Principal Accountants Fees and Services 13
Signatures 15
Certifications 16
3
FORWARD-LOOKING STATEMENTS
This Form 10-KSB contains "forward-looking statements" and information
relating to our business that are based on our beliefs as well as assumptions
made by us or based upon information currently available to us. When used in
this statement, the words "anticipate", "believe", "estimate", "expect",
"intend", "may", "plan", "project", "should" and similar expressions are
intended to identify forward-looking statements. These statements reflect
our current views and assumptions with respect to future events and are
subject to risks and uncertainties. Actual and future results and trends
could differ materially from those set forth in such statements due to
various factors. Such factors include, among others: general economic and
business conditions; industry capacity; industry trends; competition; changes
in business strategy or development plans; project performance; availability,
terms, and deployment of capital; and availability of qualified personnel.
These forward-looking statements speak only as of the date of this statement.
Subject at all times to relevant federal and state securities law disclosure
requirements, we expressly disclaim any obligation or undertaking to
disseminate any update or revisions to any forward-looking statement
contained herein to reflect any change in our expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statement is based.
PART I
Item 1. DESCRIPTION OF BUSINESS
Getting Ready Corporation was incorporated in Delaware on November 26,
2002 and originally intended to open Mother Supercare Centers to provide
services to women who are starting families. The Company was unable to raise
sufficient funding to establish the centers.
On September 1, 2006, management determined that it was no longer
feasible to operate or to attempt to effect its business plan.
On December 4, 2006, a group of investors headed by Glenn L. Halpryn of
Miami, Florida, and Steven Jerry Glauser of Denver, Colorado, purchased 89%
of the Company's outstanding common stock from 45 of our shareholders.
In connection with the purchase of control we issued 4,048,759 shares of
our common stock to the persons who purchased control and to three
individuals involved in the transaction. The total offering price for these
restricted securities was $699,405, which provided us with working capital.
On March 21, 2007, we sold 9,349,777 newly issued shares of common stock
to seven investors, including Dr. Phillip Frost who purchased 5,886,897 of
the shares, or 32.1% of the Company's outstanding shares, through Frost Gamma
Investments Trust. The purchase price was $567,000, which we will use for
working capital.
On November 13, 2007, we entered into a Merger Agreement and Plan of
Reorganization (the "Agreement") with Winston Laboratories, Inc., a Delaware
corporation ("Winston") and Winston Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Company ("Merger Sub"). In connection
4
with the Agreement, Dr. Phillip Frost and certain other investors (the "New
Investors") invested $5 million in Winston in exchange for shares of
preferred stock of Winston and warrants to acquire preferred stock. In
addition, Dr. Frost and certain other investors, including Glenn L. Halpryn
and Noah Silver, expect to invest an additional $4 million in Winston at the
time the merger is consummated.
Under the terms of the Agreement, at the closing of the merger, each
common share of Winston will be converted into approximately 17.51 shares of
our common stock and each share of preferred stock of Winston will be
converted into approximately .01751 shares of our preferred stock, each such
preferred share being convertible into 1,000 shares of our common stock. As
a result of the merger, it is expected that our stockholders will receive
approximately 2.6% of the combined company on a fully diluted basis and the
New Investors will own convertible preferred stock representing approximately
24.4% of the combined company on a fully diluted basis. The holders of
Winston common stock will receive approximately 97% of the combined company
on a fully-diluted basis. In addition, at the closing, the New Investors who
received Winston warrants will receive five-year warrants entitling them to
purchase up to 10% of the common equity of the combined company on a fully
diluted basis.
The merger is subject to customary closing conditions, including the
condition that the merger be approved by Winston stockholders. In addition,
the merger is subject to the condition that Winston shall have closed on the
additional $4 million investment and issued shares of Winston Series B
preferred stock to such investors in Winston. Subject to these and other
conditions, we expect the merger to close during the second quarter of 2008.
The combined company will be renamed Winston Pharmaceuticals, Inc. and
will be headquartered in Vernon Hills, Illinois, where Winston is currently
located. Winston focuses on major pain indications as well as on niche
markets, where there is still significant need for pain management options.
Winston's products span a range of pain indications, including episodic
cluster headache, chronic daily headache, osteoarthritis, neuropathic pain,
cancer pain and post-operative pain.
Winston's flagship compound is Civamide, a TRPV-1 (transient receptor
potential vanilloid-1) receptor modulator, which Winston believes provides
exceptionally long-lasting analgesic activity. A single oral dose of
civamide, for example, provides effective analgesia for at least 7 days in a
variety of animal pain models. Winston is engaged in late-stage development
of civamide for various pain indications, and expects to submit its first
marketing authorization applications for a topical formulation in North
America and Europe for relief of osteoarthritis pain during the first quarter
of 2008.
Employees
As of September 30, 2007, we have no employees. Our officers and
directors transact the business of the Company without compensation therefor.
5
Item 2. DESCRIPTION OF PROPERTY
The Company currently maintains, at no cost to the Company, its
executive offices in approximately 500 square feet of office space located at
4400 Biscayne Boulevard, Suite 950, Miami, Florida 33137, within the offices
of another company with which Glenn Halpryn and Noah Silver are affiliated.
Item 3. LEGAL PROCEEDINGS
We are not party to any legal proceedings, nor to the knowledge of our
management is any such proceeding threatened against it.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the year ended September 30, 2007, the Company did not submit any
matters to a vote of its security holders. However, during November 2006,
the Board approved a resolution amending its Certificate of Incorporation to
effect a reverse stock split of one for fifteen shares and thereby adjusting
the par value from $.0001 to $.001. This resolution was approved by the
consent of holders of a majority of our outstanding shares of common stock.
On December 21, 2006, our Board of Directors and the holders of a majority of
our outstanding shares of common stock approved a resolution to change the
Company's name, but the amendment to the Certificate of Incorporation to
change the name has not been filed with the State of Delaware and probably
will not be filed inasmuch as the Company's name will be changed to Winston
Pharmaceuticals, Inc. if the proposed merger with Winston is consummated.
PART II
Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At the present time our shares are traded on the Over-the-Counter
Bulletin Board. Our shares commenced trading on the Bulletin Board on
February 23, 2006 under the symbol GETR, and the symbol was changed to GTRY
following the reverse stock split.
The following table sets forth, for the periods indicated, the range of
high and low closing bid prices for our common stock through September 30,
2007 for the periods noted, as reported by the National Quotations Bureau and
the Over-The-Counter Bulletin Board. Quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not represent actual
transactions.
6
Common Stock Closing Bid
Fiscal Quarter End High Low
- ---------------------------------- ------------- ------------
December 31, 2005 n/a n/a
March 31, 2006 $0.27 $0.24
June 30, 2006 $0.25 $0.03
September 30, 2006 $0.07 $0.012
December 31, 2006 $1.55 $-0-
March 31, 2007 $3.41 $0.36
June 30, 2007 $3.71 $1.80
September 30, 2007 $3.10 $1.75
We have not paid any cash dividends on our common or preferred stock and
do not anticipate paying any cash dividends in the foreseeable future.
Earnings, if any, will be retained to finance future growth. We may issue
shares of our common stock and preferred stock in private or public offerings
to obtain financing, capital or to acquire other businesses that can improve
our performance and growth. Issuance and/or sales of substantial amounts of
common stock could adversely affect prevailing market prices in our common
stock.
As of September 30, 2007 there were approximately 350 beneficial owners
of our common stock with 18,332,896 shares issued and outstanding.
We have no compensation plans under which our equity securities are
authorized for issuance.
Item 6. PLAN OF OPERATION
The Company is a shell corporation with no operations. The Company has
never generated revenues and has incurred a loss of $1,233,628 through
September 30, 2007. The Company has raised cash to meet its operating
expenses through the sales of securities and through loans from its previous
shareholders. As of September 30, 2007, we had cash of $1,093,414 from the
sales of securities in December 2006 and March 2007. We
believe that this cash will enable us to meet our operating needs for the
next 12 months, including the costs of the proposed merger with Winston.
Following the merger with Winston, we will have operations and expect to
generate revenue.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
7
Item 7 FINANCIAL STATEMENTS
Getting Ready Corporation
(A Development Stage Company)
For the Years Ended September 30, 2007 and 2006,
and the Period November 26, 2002 (Date of Inception)
through September 30, 2007
Report of Independent Registered Public Accounting Firm
F-1
Getting Ready Corporation
(A Development Stage Company)
For the Years Ended September 30, 2007 and 2006,
and the Period November 26, 2002 (Date of Inception)
through September 30, 2007
Contents
Report of Independent Registered Public Accounting Firm F-3
Balance Sheet F-4
Statements of Operations F-5
Statements of Changes in Stockholders' Equity F-6-F-9
Statements of Cash Flows F-10-F-11
Notes to Financial Statements F-12-F-17
F-2
Report of Independent Registered Public Accounting Firm
Board of Directors
Getting Ready Corporation
(A Development Stage Company)
Miami, Florida
We have audited the accompanying balance sheet of Getting Ready
Corporation (a development stage company) as of September 30, 2007 and the
related statements of operations, changes in stockholders' equity, and cash
flows for the years ended September 30, 2007 and 2006 and the period from
November 26, 2002 (Date of Inception) through September 30, 2007. These
financial statements are the responsibility of the management of Getting
Ready Corporation. 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 audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required at this time, 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 includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Getting Ready
Corporation as of September 30, 2007 and the results of its operations and
its cash flows for the years ended September 30, 2007 and 2006 and the period
from November 26, 2002 (Date of Inception) through September 30, 2007 in
conformity with accounting principles generally accepted in the United States
of America.
Pender Newkirk & Company LLP
Certified Public Accountants
Tampa, Florida
December 13, 2007
F-3
GETTING READY CORPORATION
(A Development Stage Company)
BALANCE SHEET
September 30, 2007
Assets
Current Assets
Cash $1,093,414
Prepaids 8,745
----------
Total Current Assets 1,102,159
----------
Total Assets $1,102,159
==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 860
----------
Total current liabilities $ 860
----------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock; $.001 par value; 1,000,000 shares
authorized; 0 shares issued and outstanding
Common stock; $.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 development stage (1,233,628)
----------
Total stockholders' equity $1,101,299
----------
Total Liabilities and Stockholders' equity $1,102,159
==========
See accompanying notes to financial statements.
F-4
GETTING READY CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Period November 26,
Years Ended 2002 (Date of Inception)
September 30, through September 30,
------------------------- ------------------------
2007 2006 2007
Operating Expenses
Depreciation and amortization $ - $ 7,176 $ 31,514
Offering cost expense - 70,000 120,392
Professional fees 168,724 129,334 697,863
General and administrative 46,258 219,135 353,057
---------- ---------- -------------
Total Operating Expenses 214,982 425,645 1,202,826
Loss from Operations (214,982) (425,645) (1,202,826)
---------- ---------- -------------
Other Income (Expense)
Interest income 34,877 - 34,877
Interest expense - (39,350) (65,679)
---------- --------- -----------
Total Other Income
(Expense), net 34,877 (39,350) (30,802)
---------- --------- -----------
Net loss $(180,105) $(464,995) $ (1,233,628)
========== ========== ============
Net loss per share - $ (0.01) $ (0.10) $ (0.20)
Basic and Diluted ========== ========== ============
Weighted average number of
shares outstanding during
the year/period-basic and
diluted 13,193,490 4,855,763 6,262,053
========== ========== ============
See accompanying notes to financial statements.
F-5
GETTING READY CORPORATION
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended September 30, 2007 and 2006, and the
Period November 26, 2002 (Date of Inception) through
September 30, 2007
Prepaid
Deficit Services
Common Stock Accumulated Paid
$0.001 Par Value 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
Issuance of common stock for
services, June 2004* 185,054 185 87,315 - (72,917) - 14,583
F-6
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
Issuance of common stock for cash,
November 2005 ($1.50 per share) 4,033 4 6,046 - - - 6,050
F-7
Issuance of common stock for cash,
December 2005 ($1.50 per share) 333 - 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) 4,048,759 4,049 695,355 - - - 699,404
Increase in shares issued due to
Reconciliation with transfer agent 32 - - - - - -
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
In-kind contribution for
professional fees - - 15,000 - - - 15,000
F-8
Net loss for the period ended
September 30, 2007 - - - (180,105) - - (180,105)
---------- -------- ---------- ----------- ---------- --------- -----------
Balance, September 30, 2007 18,332,896 $18,333 $2,316,594 $(1,233,628) - - $1,101,299
========== ======== =========== ============ ========== ========= ===========
See accompanying notes to financial statements.
F-9
GETTING READY CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Period November 26,
Years Ended 2002 (Date of Inception)
September 30 through September 30,
2007 2006 2007
Cash Flows From Operating activities
Net Loss $(180,105) $(464,995) $(1,233,628)
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 - 7,176 31,514
In-kind contribution for professional fees 15,000 - 15,000
(Increase) decrease in prepaid expenses (8,745) - (8,745)
Increase (decrease) in:
Accounts payable 860 80,155 128,750
Accrued salaries - 180,000 180,000
Accrued interest payable - 39,400 65,729
----------- ----------- ------------
Net Cash Used In Operating Activities (172,990) (105,764) (369,780)
----------- ----------- ------------
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)
Proceeds from issuance of common stock 1,266,404 24,042 1,376,696
F-10
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 IN CASH 1,093,414 (159) 1,093,414
CASH AT BEGINNING OF YEAR/PERIOD - $ 159 $ -
----------- ----------- ------------
CASH AT END OF YEAR/PERIOD $1,093,414 $ - $1,093,414
===========- =========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ - $ - $ -
===========- =========== ============
Cash paid for taxes $ - $ - $ -
===========- =========== ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH 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 $ 1,020
===========- =========== ============
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 financial statements.
F-11
Getting Ready Corporation
(A Development Stage Company)
Notes to Financial Statements
September 30, 2007
1. Nature of Operations and Summary of Significant Account Policies
(A) Nature and Operations and Liquidity
Getting Ready Corporation (the "Company") is a development stage company
that was incorporated under the laws of the State of Delaware on November 26,
2002.
The accompanying 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 financial statements, the Company has a net loss of
$180,105 and net cash used in operations of $172,990, respectively, for the
year ended September 30, 2007. The Company also has a deficit accumulated
during the development stage of $1,233,628. The Company has positive working
capital of $1,101,299 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.
(B) Risks and Uncertainties
The Company is subject to significant risk and uncertainty including
financial, operational, technological, and regulatory risks including the
potential risk of business failure.
(C) 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.
(D) Cash and Cash Equivalents
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. The
balance exceeded the federally insured limit by $893,414 at September 30,
2007.
The Company maintains interest bearing money market accounts and has
recognized related interest income of $34,877 and $0 for the years ended
September 30, 2007 and 2006, respectively.
F-12
(E) 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 September
30, 2007 and 2006, 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. The common stock equivalents outstanding at June
30, 2006 have all expired unexercised.
(F) Income Taxes
The Company accounts for income taxes under the liability method in
accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Under this method, deferred income tax
assets and liabilities are determined based on differences between the
financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when
the differences are expected to reverse.
(G) Segment Information
The Company follows Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information."
During 2007 and 2006, the Company only operated in one segment; therefore,
segment information has not been presented.
(H) Recent Accounting Pronouncements
In February 2006, the FASB issued SFAS 155, "Accounting for Certain
Hybrid Financial Instruments" (SFAS 155), which amends SFAS No. 133,
"Accounting for Derivatives Instruments and Hedging Activities" (SFAS 133)
and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishment of Liabilities" (SFAS 140). SFAS 155 amends SFAS 133 to
narrow the scope exception for interest-only and principal-only strips on
debt instruments to include only such strips representing rights to receive a
specified portion of the contractual interest or principal cash flows. SFAS
No. 155 also amends SFAS No. 140 to allow qualifying special-purpose entities
to hold a passive derivative financial instrument pertaining to beneficial
interests that it is a derivative financial instrument. The Company adopted
SFAS No. 155 on January 1, 2007 and it did not have a material effect on its
financial position, results of operations or cash flows.
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 certain 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 de-recognition, classification and
F-13
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 their 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 established a fair value hierarchy that
prioritizes the information used to develop those assumptions. The Company
adopted SFAS 157 on October 1, 2007, and 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.
In September 2006, the FASB issued SFAS No. 158 ("SFAS 158"),
"Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)." SFAS
158 requires employers to recognize the under funded or over funded status of
a defined benefit postretirement plan as an asset or liability in its
statement of financial position and to recognize changes in the funded status
in the year in which the changes occur through accumulated other
comprehensive income. Additionally, SFAS 158 requires employers to measure
the funded status of a plan as of the date of its year-end statement of
financial position. The new reporting requirements and related new footnote
disclosure rules of SFAS 158 are effective for fiscal years ending after
December 15, 2006. The new measurement date requirement applies for fiscal
years ending after December 15, 2008. The Company adopted SFAS No. 158 on
January 1, 2007 and it did not have a material effect on its financial
position, results of operations or cash flows.
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. The Company adopted SAB No. 108 and it 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 option 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
F-14
measurement attributes. SFAS No. 159 is effective as of the beginning of the
Company's 2008 fiscal year. The Company adopted SFAS No. 159 on October 1,
2007 and it is not expected to have a material effect on its financial
position, results of operations or cash flows.
Other accounting standards that have been issued or proposed by the FASB
or other standards-setting bodies that do not require adoption until a future
date and are not expected to have a material impact on the financial
statements upon adoption.
(I) 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.
Note 2 Equipment
At 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 4 and 5)
Note 3 Website Development Costs
Web site development costs capitalized since inception was $28,318. For
the period from November 22, 2002 (inception) to September 30, 2006, all
website development costs had been fully amortized.
Note 4 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 2 and 5)
Note 5 Stockholders' Equity
During December 2006, the Company's former CEO assumed all outstanding
debt aggregating $625,481. (See Notes 2 and 4)
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 financial statements.
On December 4, 2006, the Company sold 4,048,759 shares of restricted
common stock for $699,405. 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 4)
F-15
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 towards 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.
Note 6 Income Taxes
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
SFAS 109 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statements and
the tax basis of assets and liabilities, and for the expected future tax
benefit to be derived from tax losses and tax credit carryforwards. SFAS 109
additionally requires the establishment of a valuation allowance to reflect
the likelihood of realization of deferred tax assets.
The Company has a net operating loss carryforward, for tax purposes,
totaling $849,603 at September 30, 2007. The majority of the NOL, $797,279,
will expire in 2027. The earliest portion of the NOL expires in 2025.
Internal Revenue Code Section 382 places a limitation on the amount of
taxable income that can be offset by carryforwards after a change in control
(generally greater than a 50% change in ownership). The utilization of the
NOL may be limited due to the change in control discussed under subsequent
events.
Temporary differences, which give rise to a net deferred tax asset, are
as follows:
Significant deferred tax assets at September 30, 2007 are as follows:
Gross deferred tax assets:
Net operating loss carryforwards 319,700
----------
Total deferred tax assets 319,700
Less: valuation allowance (319,700)
----------
Net deferred tax asset recorded $ -
==========
F-16
The valuation allowance at September 30, 2006 was $392,600. The net
change in valuation allowance during the year ended September 30, 2007 was a
decrease of $72,900. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or
not all of the deferred income tax assets will be realized. The ultimate
realization of deferred income tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred
income tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment. Based on consideration of these items,
management has determined that enough uncertainty exists relative to the
realization of the deferred income tax asset balances to warrant the
application of a full valuation allowance as of September 30, 2007.
The actual tax benefit differs from the expected tax benefit for the
years ended September 30, 2007 and 2006 (computed by applying the U.S.
Federal Corporate tax rate of 34% to income before taxes and 5.50% for state
income taxes, a blended rate of 37.63%) as follows:
September 30
2007 2006
Expected tax expense (benefit)-Federal ($ 61,200) ($158,100)
Expected tax expense (benefit)-State ( 6,500) (16,900)
Non-deductible expenses 140,600 -
----------- ----------
Change in valuation allowance ( 72,900) 175,000
Actual tax expense (benefit) $ - $ -
=========== ==========
Note 7 Subsequent Event
On November 13, 2007, the Company entered into a Merger Agreement and
Plan of Reorganization with Winston Laboratories, Inc., a Delaware
corporation ("Winston") and Winston Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Company ("Merger Sub"). The merger is
subject to customary closing conditions, including the condition that the
merger be approved by Winston stockholders. The Company expects the merger
to close during the second quarter of 2008.
F-17
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Item 8A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our Management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of the design and operations of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as of September 30,
2007. Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this report.
There were significant changes in our internal controls over financial
reporting during the most recent fiscal year, including, but not limited to,
the retention of securities counsel and a consultant, who is a certified
public accountant, to prepare our financial statements.
ITEM 8B. OTHER INFORMATION
None.
Part III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors and Executive Officers
The following table sets forth information regarding the Company's
current executive officers and directors.
Name Age Position
Glenn L. Halpryn 47 Chairman of the Board, Chief
Executive Officer, President
Alan Jay Weisberg 61 Chief Financial and Accounting
Officer, Director
Noah M. Silver 49 Vice President, Secretary
Treasurer, Director
Curtis Lockshin 47 Director
8
Glenn L. Halpryn. Mr. Halpryn has been Chairman of the Board and Chief
Executive Officer of clickNsettle.com, Inc., a public company, since
September 2007. Mr. Halpryn is also Chief Executive Officer and a director
of Transworld Investment Corporation ("TIC"), serving in such capacity since
June 2001. Since 2000, Mr. Halpryn has been an investor and the managing
member of investor groups that were joint venture partners in 26 land
acquisition and development projects with one of the largest home builders in
the country. From 1984 to June 2001, Mr. Halpryn served as Vice
President/Treasurer of TIC. From 1999, Mr. Halpryn also served as Vice
President of Ivenco, Inc. ("Ivenco") until Ivenco's merger into TIC in June
2001. In addition, since 1984, Mr. Halpryn has been engaged in real estate
investment and development activities. From April 1988 through June 1998,
Mr. Halpryn was Vice Chairman of Central Bank, a Florida state-chartered
bank. Since June 1987, Mr. Halpryn has been the President of and beneficial
holder of stock of United Security Corporation ("United Security"), a broker-
dealer registered with the NASD. From June 1992 through May 1994, Mr.
Halpryn served as the Vice President, Secretary-Treasurer of Frost Hanna
Halpryn Capital Group, Inc., a "blank check" company whose business
combination was effected in May 1994 with Sterling Healthcare Group, Inc.
From June 1995 through October 1996, Mr. Halpryn served as a member of the
Board of Directors of Sterling Healthcare Group, Inc. Since October 2002,
Mr. Halpryn has been a director of Ivax Diagnostics, Inc., a publicly held
corporation, and is a member of its audit committee and chairman of its
compensation committee.
Alan Jay Weisberg. Mr. Weisberg has been the Chief Financial Officer
and a director of clickNsettle.com, Inc. since September 2007. Since July
1986, Mr. Weisberg has been a stockholder in the accounting firm of Weisberg
Brause & Co., Boca Raton, Florida. Mr. Weisberg has been the principal
financial officer of United Security since June 1987.
Noah M. Silver. Mr. Silver has been Vice President, Secretary,
Treasurer and a director of clickNsettle.com, Inc. since September 2007.
Mr. Silver has been the Chief Financial Officer of TIC since June 2001, a
firm in which Mr. Halpryn is the Chief Executive Officer and a director.
From March 2000, Mr. Silver served as the Chief Financial Officer of Ivenco,
serving in such capacity until Ivenco's merger into TIC in June 2001. From
January 1997 through February 1999, Mr. Silver was the President of Dryclean
USA, Florida Division, and Dryclean USA Franchise Company. From April 1995
through December 1996, Mr. Silver was the Florida Division Controller and
Vice President of Dryclean USA, the parent company of Dryclean USA, Florida
Division. Mr. Silver is a Certified Public Accountant and a Certified
Management Accountant and has earned a Master of Accounting Degree.
Curtis Lockshin. Since 2003, Dr. Lockshin has been an independent
pharmaceutical & life sciences consultant, focused on small companies that
seek to leverage their technology assets inside healthcare, biotechnology and
security sectors. At Sepracor Inc. from 1998 to 2002, as a Scientist,
Associate Director, and Director of Discovery Biology & Informatics, Dr.
Lockshin was instrumental in establishing the New Leads program, which
delivered novel chemical entities into the preclinical pipeline. In 2002-
2003, while Director of Discovery Biology at Beyond Genomics, Inc., Dr.
Lockshin co-developed strategies for utilizing proprietary technology
platforms in clinical trial optimization and prediction of off-target drug
9
activities. Dr. Lockshin's current activities include a program management
engagement with 3rd Millennium Inc. (Waltham, MA) and a business development
engagement with TelAztec LCC (Burlington, MA). Since 2004, Dr. Lockshin has
served on the Board of Directors of the Ruth K. Broad Biomedical Research
Foundation, a Duke University support corporation, which supports basic
research related to Alzheimer's disease and neurodegeneration via intramural,
extramural, and international grants. Dr. Lockshin has been a director of
clickNsettle.com, Inc. since September 2007. Dr. Lockshin is a co-inventor
on several U.S. patents and applications covering pharmaceuticals,
biomaterials, and optics for remote biochemical sensing. He holds a Bachelor's
degree in Life Sciences and a PhD in Biological Chemistry, both from the
Massachusetts Institute of Technology.
Involvement in Legal Proceedings
The Company is not aware of any proceeding adverse to the interests of
the Company to which any officer, director or beneficial owner of 5% or more
of its voting securities is a party. Further, the Company is not aware of
any material proceeding adverse to the interests of the Company to which any
officer, director or beneficial owner of 5% or more of the Company's voting
securities is a party.
The Company is not aware of any material interest of any officer or
director of the Company that is adverse to the Company.
During the past five years, no officer or director of the Company
elected or appointed after the first change of control on December 4, 2006,
has:
(1) Petitioned for bankruptcy or had a bankruptcy petition filed
by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy
or within two years prior to that time;
(2) Been convicted in a criminal proceeding or is currently
subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or
(4) Been found by a court of competent jurisdiction (in a civil
action), the SEC or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Director Independence
Corporate Governance and Independent Directors
The Common Stock is currently traded on the National Association of
Securities Dealers, Inc.'s, OTC Bulletin Board, or "OTCBB". Accordingly, it
10
is not required to have an audit, compensation or nominating committee.
However, the Company intends to operate within a comprehensive plan of
corporate governance for the purpose of defining responsibilities, setting
high standards of professional and personal conduct and assuring compliance
with such responsibilities and standards. The Company currently regularly
monitors developments in the area of corporate governance to ensure that it
is in compliance with the standards and regulations required by the national
securities exchanges. All of the Company's directors are independent, and
two of the directors are financial experts.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics that
includes provisions ranging from restrictions on gifts to conflicts of
interest. All employees and directors are bound by this Code of Business
Conduct and Ethics. Violations of the Code of Business Conduct and Ethics
may be reported to the Audit Committee.
The Code of Business Conduct and Ethics includes provisions applicable
to all of our employees, including senior financial officers and members of
its Board of Directors.
We will provide a copy of our Code of Business Conduct and Ethics to any
person without charge upon request.
Personal Loans to Executive Officers and Directors
We prohibit extensions of credit in the form of a personal loan to or
for our directors and executive officers.
Communications with the Board of Directors
Anyone who has a concern about the Company's conduct, including
accounting, internal accounting controls or audit matters, may communicate
directly with the Board of Directors, its non-management directors or, to the
extent formed by the Company, the Audit Committee. These communications may
be confidential or anonymous, and may be mailed, e-mailed, submitted in
writing or reported by phone. All of these concerns will be forwarded to the
appropriate directors for their review, and will be simultaneously reviewed
and addressed by the Company's Chief Financial Officer in the same way that
the Company addresses other concerns.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon our review of filings with respect to beneficial ownership of
our Common Stock, we have concluded that, during the fiscal year 2007, the
following persons, who are former officers and directors of the Company,
failed to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934.
11
Sheldon Rose Form 3, Form 5
Francine Nichols Form 3, Form 5
Lori Majeski Form 3, Form 5
Item 10. EXECUTIVE COMPENSATION
No officers of the Company received any compensation for services to us
during the period November 26, 2002 (Date of Inception) through September 30,
2007. Directors received $400 for each meeting.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The table below lists the beneficial ownership of our common stock, as
of September 30, 2007, by each person known by us to be the beneficial owner
of more than 5% of our common stock, by each of our directors and officers
and by all of our directors and officers as a group. As of September 30,
2007, there were 18,332,896 shares of common stock outstanding.
Stockholder Shares Beneficially Owned (1) Percentage Ownership
Frost Gamma Investments
Trust 5,886,897 32.1%
4400 Biscayne Blvd., Suite 1500
Miami, Florida 33137
Dr. Jane Hsaio 1,484,092 8.1%
4400 Biscayne Blvd., Suite 1500
Miami, Florida 33137
Glenn L. Halpryn 1,006,250 5.5%
4400 Biscayne Blvd., Suite 950
Miami, Florida 33137
Steven Jerry Glauser 1,724,929 9.4%
4400 Biscayne Blvd., Suite 950
Miami, Florida 33137
Ernest M. Halpryn 1,312,453 7.2%
4400 Biscayne Blvd., Suite 950
Miami, Florida 33137
Stephen Bittel 1,149,953 6.3%
4400 Biscayne Blvd., Suite 950
Miami, Florida 33137
12
Noah Silver 222,498 1.2%
4400 Biscayne Blvd., Suite 950
Miami, Florida 33137
Alan Jay Weisberg 48,749 0.3%
4400 Biscayne Blvd., Suite 950
Miami, Florida 33137
Curtis Lockshin 10,000 0.1%
4400 Biscayne Blvd., Suite 950
Miami, Florida 33137
All officers and directors 1,282,497 7.0%
as a group
Total Shares Outstanding
As of September 30, 2007 18,332,896
Pursuant to the rules and regulations of the Securities and Exchange
Commission, shares of common stock that an individual or group has a right to
acquire within 60 days pursuant to the exercise of options or warrants are
deemed to be outstanding for the purposes of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding
for the purposes of computing the percentage ownership of any other person
shown in the table.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We currently maintain our principal offices within the offices of a
company with which our Chief Executive Officer and our Vice President,
Secretary and Treasurer are affiliated. We do not pay any rent for these
offices.
Item 13. EXHIBITS
Exhibit No. Document Page
- ----------- --------------------------------------------------------- ------
31.1 Certification Pursuant to Section 302 16
32 Certification Pursuant to 18 U.S.C. Section 1350 18
Item 14. PRINCIPAL ACCOUNTANTS FEES AND SERVCIES
Audit Fees
During 2007 and 2006, we were billed by our accountants, Pender Newkirk
& Company, approximately $31,100 and $24,432 for audit and review fees
associated with our 10-KSB and 10-QSB filings.
13
Tax Fees
During 2007 and 2006, we were billed by our accountants, Pender Newkirk
& Company, approximately $2,207 and $3,101 for tax work.
All Other Fees
During 2007, the Company incurred no additional fees from our
accountants, Pender Newkirk & Company.
Board of Directors Pre-Approval Process, Policies and Procedures
Our principal auditors have performed their audit procedures in
accordance with pre-approved policies and procedures established by our Board
of Directors. Our principal auditors have informed our Board of Directors of
the scope and nature of each service provided. With respect to the
provisions of services other than audit, review, or attest services, our
principal accountants brought such services to the attention of our Board of
Directors prior to commencing such services.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Dated: December 26, 2007 By: /s/Glenn L. Halpryn
------------------------------------
Chief Executive Officer
Dated: December 26, 2007 By: /s/Alan Jay Weisberg
------------------------------------
Chief Financial Officer
15
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Glenn L. Halpryn, certify that:
1. I have reviewed this annual report on Form 10-KSB 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: December 26, 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 annual report on Form 10-KSB 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: December 26, 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 Annual Report on Form 10-KSB of Getting Ready
Corporation for the period ended September 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: December 26, 2007 /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer
Dated: December 26, 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.