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 December 31, 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 January 28, 2008, 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 DECEMBER 31, 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 3
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 4
SIGNATURES 5
INDEX TO FINANCIAL STATEMENTS F-1
EXHIBIT INDEX 6
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 months ended December 31, 2007, are
not necessarily indicative of the results of operations expected for the year
ending September 30, 2008.
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", "we" or "us") 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 operate the combined business profitably.
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 MONTHS ENDED DECEMBER 31, 2007
For the quarter ended December 31, 2007, we recorded a net loss of
approximately $61,900 or less than $0.01 per share. Included in the
financial results for the quarter ended December 31, 2007, were professional
fees of approximately $56,700 and general and administrative expenses of
approximately $16,500, which together constituted our total operating
expenses. We had interest income of approximately $11,250 during the
quarter. From inception (November 26, 2002) through December 31, 2007, our
accumulated deficit was $1,295,564.
For the three months ended December 31, 2006, we recorded a net loss of
approximately $76,200 or $0.01 per share. Our only expense for the three
months ended December 31, 2006, was professional fees of approximately
$79,700, and we had interest income of approximately $3,400 for the quarter.
1
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 December 31, 2007, we had cash of approximately $1,037,200 and no
liabilities. Our 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
consummating our proposed business combination with Winston Laboratories,
Inc., a Delaware corporation ("Winston"). We believe that we have sufficient
funds to cover our expenses for at least the next twelve months.
PLAN OF OPERATION
On November 13, 2007, we entered into a Merger Agreement and Plan of
Reorganization (the "Agreement") with Winston and Winston Acquisition Corp.,
a Delaware corporation and wholly-owned subsidiary of the Company ("Merger
Sub"). In connection with the Agreement, Dr. Phillip Frost and certain other
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 (the "New Investors"), including Glenn L.
Halpryn and Noah Silver who are officers and directors of the Company, 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, which holders include the New Investors, 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,
but there can be no assurance that the merger will in fact close.
2
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 submitted its marketing
authorization application in Europe in January 2008 for a topical formulation
for relief of osteoarthritis pain (the "Topical Formulation")
During 2008 Winston intends to submit marketing authorization
applications for the Topical Formulation in Canada and North America, but
there can be no assurances that the applications will be made during the time
period that is currently planned.
ITEM 3. CONTROLS AND PROCEDURES
As of December 31, 2007, our Chief Executive Officer and our Chief
Financial Officer evaluated the Company's disclosure controls and procedures,
and they concluded that the Company maintains effective disclosure controls
and procedures. There were no changes in our internal control over financial
reporting during the quarter ended December 31, 2007.
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
3
ITEM 6. EXHIBITS
(a) Exhibits.
Exhibit 2.1 Merger Agreement and Plan of Reorganization
among the Company, Winston and Merger Sub, dated as of
November 13, 2007 (incorporated by reference to Exhibit
2.1 in the Company's Current Report on Form 8-K filed
with the SEC on November 19, 2007).
Exhibit 31.1 Certification of Chief Executive
Officer pursuant to Rule 13a-14(a)
Exhibit 31.2 Certification of Chief Financial
Officer pursuant to Rule 13a-14(a)
Exhibit 32 Certification pursuant to Rule 13a-14(b) and
Section 1350, Title 18, United States Code)
4
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GETTING READY CORPORATION
(Registrant)
Dated: February 12, 2008 By: /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chairman, Chief Executive Officer
and President
(Principal Executive Officer)
Dated: February 12, 2008 By: /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
(Principal Financial and
Accounting Officer)
5
INDEX TO FINANCIAL STATEMENTS
Pages
Condensed Balance Sheet as of December 31, 2007 (Unaudited) F-2
Condensed Statements of Operations for the Three Months
Ended December 31, 2007 and 2006 and the period
November 26, 2002 (Inception) to December 31, 2007 (Unaudited) F-3
Condensed Statement of Changes in Stockholders' Equity for the
Three Months Ended December 31, 2007 and the period November
26, 2002 (Inception) to December 31, 2007 (Unaudited) F-4-F-7
Condensed Statements of Cash Flows for the Three Months
Ended December 31, 2007 and 2006 and the period November 26,
2002 (Inception) to December 31, 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
December 31, 2007
ASSETS (UNAUDITED)
-------------------
Current assets:
Cash $ 1,037,177
Prepaids 2,186
------------
Total Current Assets 1,039,363
------------
TOTAL ASSETS $ 1,039,363
============
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 (1,295,564)
------------
Total stockholders' equity 1,039,363
------------
Total liabilities and stockholders' equity $ 1,039,363
============
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 NOVEMBER 26, 2002
ENDED DECEMBER 31, (INCEPTION) TO
2007 2006 DECEMBER 31, 2007
----------- ----------- ----------------------
Operating Expenses:
Depreciation and amortization $ - $ - $ 31,514
Offering cost expense - - 120,392
Professional fees 56,695 79,652 754,558
General and administrative 16,490 - 369,548
----------- ----------- ------------
Total Operating Expenses 73,185 79,652 1,276,012
----------- ----------- ------------
Loss from Operations (73,185) (79,652) (1,276,012)
----------- ----------- ------------
Other Income (Expense):
Interest income 11,250 3,409 46,127
Interest expense - - (65,679)
----------- ----------- ------------
Total Other Income (Expense), net 11,250 3,409 (19,552)
----------- ----------- ------------
Net Loss $ (61,935) $ (76,243) $(1,295,564)
=========== =========== ============
Net Loss per share - Basic and Diluted $ (0.00) $ (0.01) $ (0.19)
=========== =========== ============
Weighted average number of shares
outstanding during the period - basic
and diluted 18,332,896 6,073,094 6,850,875
=========== =========== ============
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 Three Months Ended December 31, 2007
and for the Period from November 26, 2002 (Inception)
To December 31, 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 period
ended September 30, 2007 - - - (180,106) - - (180,106)
----------- -------- ----------- ------------- ---------- --------- - ------------
Balance, September 30, 2007 18,332,896 $18,333 $2,316,594 $(1,233,629) $ - $ - $ 1,101,298
Net loss for the period
ended December 31, 2007 - - - (61,935) - - (61,935)
----------- -------- ----------- ------------- ---------- --------- - ------------
Balance, December 31, 2007 18,332,896 $18,333 $2,316,594 $(1,295,564) $ - $ - $ 1,039,363
(Unaudited) =========== ======== =========== ============= ========== ========= ============
*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 THREE MONTHS ENDED FOR THE PERIOD FROM
DECEMBER 31, NOVEMBER 26, 2002 (INCEPTION)
2007 2006 TO DECEMBER 31, 2007
------------- ------------- -----------------------------
Cash Flows from Operating Activities:
Net Loss $ (61,935) $ (76,243) $(1,295,564)
Adjustments to reconcile net loss
to net cash used in operations:
Common stock issued for services - - 317,750
Write-off of deferred offering costs - - 133,850
Depreciation and amortization - - 31,514
In-kind contribution for
professional fees - 15,000 15,000
Changes in operating assets and liabilities:
(Increase) decrease in:
Prepaids 6,558 - (2,186)
Increase (decrease) in:
Accounts payable (860) 48,388 127,890
Accrued salaries - - 180,000
Accrued interest payable - - 65,728
----------- ----------- ------------
Net cash used in operating activities $ (56,237) $ (12,855) $ (426,018)
----------- ----------- ------------
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 - 14,765 510
Increase in deferred offering costs - - (133,850)
F-8
Proceeds from issuance of common stock - 699,404 1,376,696
Proceeds from issuance of notes payable - - 235,556
Repayments on notes payable - - (11,500)
----------- ----------- ------------
Net cash provided by financing activities - 714,169 1,467,412
----------- ----------- ------------
Net Increase (Decrease) in Cash (56,237) 701,314 1,037,177
Cash at beginning of period $1,093,414 $ - $ -
----------- ----------- ------------
Cash at end of period $1,037,177 $ 701,314 $ 1,037,177
=========== ========== ============
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
December 31, 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.
Winston Acquisition Corp. was formed as a wholly owned subsidiary of the
Company for the sole purpose of the merger discussed below. This entity had
no transactions during the period.
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, 2007, 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 $61,935 and net cash used in operations of $56,237,
respectively, for the three months ended December 31, 2007. The Company also
has a deficit accumulated during the development stage of $1,295,564. The
Company has positive working capital of $1,039,363 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.
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
F-11
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, but there can be no assurance
that the merger will in fact close.
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 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 $848,987 at December 31,
2007.
The Company maintains interest bearing money market accounts and has
recognized related interest income of $11,250 and $3,409 for the three months
ended December 31, 2007 and 2006, respectively.
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 December
31, 2007, the Company had no outstanding common stock equivalents.
E. 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.
F. Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
in Consolidated Financial Statements, an amendment of Accounting Research
Bulletin No. 51" ("SFAS 160"). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than
the parent, changes in a parent's ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent's ownership
interest while the parent retains its controlling financial interest and fair
value measurement of any retained noncontrolling equity investment. SFAS 160
is effective for financial statements issued for fiscal years beginning after
F-12
December 15, 2008, and interim periods within those fiscal years. Early
adoption is prohibited. The Company must adopt these new requirements on
October 1, 2009.
In December 2007, the FASB issued SFAS 141R, Business Combinations ("SFAS
141R"), which replaces FASB SFAS 141, Business Combinations. This Statement
retains the fundamental requirements in SFAS 141 that the acquisition method
of accounting be used for all business combinations and for an acquirer to be
identified for each business combination. SFAS 141R defines the acquirer as
the entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the
acquirer achieves control. SFAS 141R will require an entity to record
separately from the business combination the direct costs, where previously
these costs were included in the total allocated cost of the acquisition.
SFAS 141R will require an entity to recognize the assets acquired,
liabilities assumed, and any noncontrolling interest in the acquired at the
acquisition date, at their fair values as of that date. This compares to the
cost allocation method previously required by SFAS 141. SFAS 141R will
require an entity to recognize as an asset or liability at fair value for
certain contingencies, either contractual or non-contractual, if certain
criteria are met. Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value
at that date. This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008. Early adoption of this standard is not permitted and the
standards are to be applied prospectively only. Upon adoption of this
standard, there would be no impact to the Company's results of operations and
financial condition for acquisitions previously completed. The adoption of
this standard will impact any acquisitions completed after October 1, 2009.
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.
G. 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 22, 2002 (inception) to December 31, 2007, all
website development costs had been fully amortized.
F-13
5. ACCOUNTS PAYABLE, ACCRUED LIABILITIES, LOANS PAYABLE AND NOTES PAYABLE
In connection with the sale of a controlling interest in the Company in
December 2006 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)
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 of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350
6
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 report;
4. The small business issuer's other certifying officer(s) 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 (the small business issuer's
fourth fiscal quarter in the case of an annual report) 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: February 12, 2008 /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer and President
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 report;
4. The small business issuer's other certifying officer(s) 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 (the small business issuer's
fourth fiscal quarter in the case of an annual report) 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: February 12, 2008 /s/ Alan Jay Weisberg
---------------------------------------
Alan Jay Weisberg
Chief Financial Officer
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT
TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report on Form 10-QSB of Getting Ready
Corporation for the period ended December 31, 2007, as filed with the
Securities and Exchange Commission (the "Report"), we, Glenn L. Halpryn,
Chief Executive Officer and President 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: February 12, 2008 /s/ Glenn L. Halpryn
---------------------------------------
Glenn L. Halpryn
Chief Executive Officer and President
Dated: February 12, 2008 /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.