##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-51314
 Getting Ready Corporation
  Delaware
    
    30-0131755(State or other Jurisdiction of Incorporation)
    
    (IRS Employer Identification No.)100 North Fairway Drive, 
Suite 134Vernon Hills, Illinois
    
    60061(Address of Principal Executive Offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
  o Large Accelerated Filer
    
    o Accelerated Filer
    
    o Non-accelerated Filer
    
    þ Smaller reporting company
 Yes o No þ




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##### 



GETTING READY CORPORATION
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements (unaudited)
    
    
    3Consolidated Balance Sheets at September 30, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Operations for the three and nine month periods
ended September 30, 2008 and 2007
    
    
    4Consolidated Statements of Cash Flows for the nine month periods ended
September 30, 2008 and 2007
    
    
    5Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II. OTHER INFORMATION
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    20Item 6. Exhibits
    
    
    20Signatures
    
    
    21Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 Getting Ready Corporation and Subsidiary
 
 UNAUDITED CONSOLIDATED BALANCE SHEETS
 September 30, 2008
    
    
    December 31, 2007ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    5,497,261
    
    
    $
    4,481,611Accounts receivable
    
    
    6,910
    
    
    
    50,000Related party receivable
    
    
    24,043
    
    
    
    14,785Prepaid and other current assets
    
    
    26,097
    
    
    
    8,0735,554,311
    
    
    
    4,554,469PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$160,410 at September 30, 2008 and $157,161 at December 31, 2007
    
    
    20,319
    
    
    
    8,966INTANGIBLE ASSETS, NET
    
    
    22,516
    
    
    
    23,714OTHER ASSETS
    
    
    4,314
    
    
    
    4,314TOTAL ASSETS
    
    $
    5,601,460
    
    
    $
    4,591,463LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    865,923
    
    
    $
    491,560Accrued expenses and other current liabilities
    
    
    532,059
    
    
    
    254,250Total current liabilities
    
    
    1,397,982
    
    
    
    745,810Long Term Liabilities
    
    
    
    
    
    
    Total liabilities
    
    
    1,397,982
    
    
    
    745,810Commitments and ContingenciesSeries A, Convertible Preferred Stock
    
    
    
    
    
    
    5,000,000Stockholders equityPreferred Stock, $.001 par value, 250,000,000 shares authorizedSeries A, Convertible 101,849 shares issued and
outstanding at September 30, 2008 and December 31, 2007
    
    
    102
    
    
    
    Series B, Convertible 73,332 and 0 shares issued and
outstanding at September 30, 2008 and December 31, 2007
    
    
    73
    
    
    
    Common stock, $.001 par value, 900,000,000 shares authorized
440,851,441 and 422,518,545 shares issued and outstanding at
September 30, 2008 and at December 31, 2007
    
    
    440,852
    
    
    
    23,936Additional paid-in capital
    
    
    49,223,358
    
    
    
    40,407,753Accumulated deficit
    
    
    (45,460,907
    )
    
    
    (41,586,036
    )Total stockholders equity (deficit)
    
    
    4,203,478
    
    
    
    (1,154,347
    )TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    5,601,460
    
    
    $
    4,591,463
 See accompanying notes
  3




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Getting Ready Corporation and Subsidiary
 
 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months ended September 30
    
    
    Nine Months ended September 302008
    
    
    2007
    
    
    2008
    
    
    2007REVENUESRoyalty revenues
    
    $
    6,911
    
    
    $
    275,000
    
    
    $
    106,904
    
    
    $
    725,000EXPENSESResearch and development
    
    
    607,613
    
    
    
    362,606
    
    
    
    2,629,815
    
    
    
    832,718General and administrative
    
    
    516,622
    
    
    
    247,379
    
    
    
    1,415,465
    
    
    
    774,616Depreciation and
amortization
    
    
    2,473
    
    
    
    1,121
    
    
    
    6,178
    
    
    
    8,523Total operating expenses
    
    
    1,126,708
    
    
    
    611,106
    
    
    
    4,051,458
    
    
    
    1,615,857Loss from operations
    
    
    (1,119,797
    )
    
    
    (336,106
    )
    
    
    (3,944,554
    )
    
    
    (890,857
    )Interest income
    
    
    10,100
    
    
    
    2,638
    
    
    
    67,793
    
    
    
    22,190Other income
    
    
    1,544
    
    
    
    2,285
    
    
    
    1,890
    
    
    
    3,130Other income (expenses)
    
    
    11,644
    
    
    
    4,923
    
    
    
    69,683
    
    
    
    25,320Loss before income taxes
    
    
    (1,108,153
    )
    
    
    (331,183
    )
    
    
    (3,874,871
    )
    
    
    (865,537
    )Income TaxesCurrent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS
    
    $
    (1,108,153
    )
    
    $
    (331,183
    )
    
    $
    (3,874,871
    )
    
    $
    (865,537
    )Loss per share, basic and
diluted
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.00
    )Weighted average number of
shares outstanding, basic and
diluted
    
    
    423,514,898
    
    
    
    440,482,191
    
    
    
    422,853,087
    
    
    
    440,831,843
 See accompanying notes
  4




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Getting Ready Corporation and Subsidiary
 
 UNAUDITED STATEMENTS OF CASH FLOWS
 Nine Months Ended September 30, 2008 and 2007
 2008
    
    
    2007Cash flows from operating activitiesNet loss
    
    $
    (3,874,871
    )
    
    $
    (865,537
    )Depreciation and amortization
    
    
    6,178
    
    
    
    8,523Stock option expense for non-employee directors and employees
    
    
    
    
    
    
    2,851Changes in:Accounts receivable
    
    
    43,090
    
    
    
    (191,156
    )Related party receivable
    
    
    (9,258
    )
    
    
    (43,825
    )Prepaid and other current assets
    
    
    (9,184
    )
    
    
    17,594Other assets
    
    
    
    
    
    
    22,001Accounts payable
    
    
    374,363
    
    
    
    (24,961
    )Accrued expenses and other current liabilities
    
    
    277,809
    
    
    
    (147,067
    )Net cash used in operating activities
    
    
    (3,191,873
    )
    
    
    (1,221,577
    )Cash flows from investing activitiesPurchases of equipment
    
    
    (14,603
    )
    
    
    Purchases of intangibles assets
    
    
    (1,730
    )
    
    
    Purchase of minority interest in subsidiary
    
    
    
    
    
    
    (10,000
    )Net cash used in investing activities
    
    
    (16,333
    )
    
    
    (10,000
    )Cash flows from financing activitiesCash received upon consummation of merger
    
    
    477,067
    
    
    
    Issuance of common stock
    
    
    
    
    
    
    346,500Costs incurred in connection with merger
    
    
    (250,000
    )
    
    
    Issuance of preferred stock, net of issuance cost
    
    
    3,996,789
    
    
    
    Purchase and cancellation of common stock
    
    
    
    
    
    
    (225,000
    )Net Cash provided by financing activities
    
    
    4,223,856
    
    
    
    121,500NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    1,015,650
    
    
    
    (1,110,077
    )Cash and cash equivalents at beginning of period
    
    
    4,481,611
    
    
    
    1,312,345Cash and cash equivalents at end of period
    
    $
    5,497,261
    
    
    $
    202,268Supplemental disclosures of cash flow informationInterest paid
    
    $
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    Supplemental disclosures of noncash investing and financing informationRepurchase and elimination of minority interest in subsidiary
    
    $
    
    
    
    $
    173,920
  See accompanying notes
  5




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Getting Ready Corporation Subsidiary
 
 NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  BASIS OF PRESENTATION
  
    
    all of the issued and outstanding capital stock of Winston, consisting
of 23,937,358 shares of common stock, par value $0.001 per share,
5,815,851 shares of the Winston Series A Convertible Preferred Stock,
par value $0.001 per share (Series A Preferred Stock), and 4,187,413
shares of the Winston Series B Convertible Preferred Stock, par value
$0.001 per share (Series B Preferred Stock), was exchanged for
422,518,545 shares of the Companys common stock, par value $0.001 per
share (at an exchange ratio of 17.65101 shares of Company common stock
per share of Winston common stock), 101,849 shares of the Companys
Series A and 73,332 shares of the Companys Series B Preferred Stock
(at an exchange ratio of .01751238 shares of GRC preferred stock per
share of Winston preferred stock);
    
    GRC assumed Winstons stock option plans;
    
    Winstons outstanding 1,643,750 options to purchase 1,643,750 shares
of Winstons common stock were converted to options to purchase
29,013,848 shares of GRCs common stock; and
    
    all outstanding warrants to purchase Winston Series A Preferred Stock
were assumed by GRC and converted into the right to acquire, expiring
November 13, 2012, upon the exercise of such warrants, an aggregate of
71,672 shares of GRCs Series A Preferred Stock at a price per share
of $49.09.
      6




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NOTE 2  RECENT ACCOUNTING PRONOUNCEMENTS
   entity-specific
    - 7 -




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NOTE 3  EARNINGS PER SHARE
  Three months ended September 30
    
    
    Nine months ended September 302008
    
    
    2007
    
    
    2008
    
    
    2007Denominator:Weighted
average common
shares
outstanding 
basic and
diluted
    
    
    423,514,898
    
    
    
    440,482,191
    
    
    
    422,853,087
    
    
    
    440,831,843Loss per common
share  basic and
diluted
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.00
    )
   8




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NOTE 4  TECHNOLOGY LICENSE AGREEMENTS
 ® ®
 ® ®
 £
 NOTE 5  RELATED-PARTY TRANSACTIONS
    9




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NOTE 6  INCOME TAXES
  NOTE 7  STOCK OPTION PLAN
  NOTE 8  PRO FORMA
  Three Months ended September 30
    
    
    Nine Months ended September 302008
    
    
    2007
    
    
    2008
    
    
    2007REVENUERoyalty revenue
    
    $
    6,911
    
    
    $
    275,000
    
    
    $
    106,904
    
    
    $
    725,000EXPENSESResearch and development
    
    
    607,613
    
    
    
    362,606
    
    
    
    2,629,815
    
    
    
    832,718General and administrative
    
    
    971,335
    
    
    
    266,056
    
    
    
    1,998,498
    
    
    
    909,946Depreciation and
amortization
    
    
    2,473
    
    
    
    1,121
    
    
    
    6,178
    
    
    
    8,523Total operating expenses
    
    
    1,581,421
    
    
    
    629,783
    
    
    
    4,634,491
    
    
    
    1,751,187Loss from operations
    
    
    (1,574,510
    )
    
    
    (354,783
    )
    
    
    (4,527,587
    )
    
    
    (1,026,187
    )Interest income
    
    
    14,663
    
    
    
    15,300
    
    
    
    88,519
    
    
    
    53,658Other income
    
    
    1,544
    
    
    
    2,285
    
    
    
    1,890
    
    
    
    3,130Other income (expenses)
    
    
    16,207
    
    
    
    17,585
    
    
    
    90,409
    
    
    
    56,788Loss before income taxes
    
    
    (1,558,303
    )
    
    
    (337,198
    )
    
    
    (4,437,178
    )
    
    
    (969,399
    )Income TaxesCurrent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS
    
    $
    (1,558,303
    )
    
    $
    (337,198
    )
    
    $
    (4,437,178
    )
    
    $
    (969,399
    )Net Loss Per Share
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.01
    )
    
    $
    (0.00
    )Weighted Average Shares
Outstanding
    
    
    440,851,441
    
    
    
    440,851,441
    
    
    
    440,851,441
    
    
    
    440,851,441
  10




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NOTE 9  RECLASSIFICATIONS
 Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity
  NOTE 10  SUBSEQUENT EVENTS
 ®
   11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Overview
  ® ® ® ® ®
   12




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®
 £
   13




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
    
    all of the issued and outstanding capital stock of Winston, consisting of
23,937,358 shares of common stock, par value $0.001 per share, 5,815,851 shares of
the Winston Series A Convertible Preferred Stock, par value $0.001 per share
(Winston Series A Preferred Stock), and 4,187,413 shares of the Winston Series B
Convertible Preferred Stock, par value $0.001 per share (Winston Series B Preferred
Stock), was exchanged for 422,518,545 shares of our common stock, par value $0.001
per share (at an exchange ratio of 17.65101 shares of our common stock per share of
Winston common stock), 101,849 shares of our Series A Preferred Stock and 73,332
shares of our Series B Preferred Stock (at an exchange ratio of .01751238 shares of
our preferred stock per share of Winston preferred stock);
    
    we assumed Winstons stock option plans;
    
    Winstons outstanding 1,643,750 options to purchase 1,643,750 shares of
Winstons common stock were converted to options to purchase 29,013,848 shares of our
common stock; and
    
    outstanding warrants to purchase Winston Series A Preferred Stock were
assumed by us and converted into the right to acquire, expiring November 13, 2012,
upon the exercise of such warrants, an aggregate of 71,672 shares of our Series A
Preferred Stock at a price per share of $49.09.
   ® ®
    14




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Results of Operations
 For the three months ended September 30, 2008 compared to three months ended September 30,
2007
 Three Months Ended September 30,2008
    
    
    2007REVENUES
    
    $
    6,911
    
    
    $
    275,000EXPENSESResearch and development
    
    
    607,613
    
    
    
    362,606General and administrative
    
    
    516,622
    
    
    
    247,379Depreciation and amortization
    
    
    2,473
    
    
    
    1,121Total Operating Expenses
    
    
    1,126,708
    
    
    
    611,106Loss from Operations
    
    
    (1,119,797
    )
    
    
    (336,106
    )Interest income
    
    
    10,100
    
    
    
    2,638Other income
    
    
    1,544
    
    
    
    2,285Other income (expenses)
    
    
    11,644
    
    
    
    4,923Loss before income taxes
    
    
    (1,108,153
    )
    
    
    (331,183
    )Income TaxesCurrent
    
    
    
    
    
    
    Deferred
    
    
    
    
    
    
    Income Taxes
    
    
    
    
    
    
    NET LOSS
    
    $
    (1,108,153
    )
    
    $
    (331,183
    )
      15




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For the nine months ended September 30, 2008 compared to the nine months ended September
30, 2007
 Nine Months Ended September 30,2008
    
    
    2007REVENUES
    
    $
    106,904
    
    
    $
    725,000EXPENSESResearch and development
    
    
    2,629,815
    
    
    
    832,718General and administrative
    
    
    1,415,465
    
    
    
    774,616Depreciation and amortization
    
    
    6,178
    
    
    
    8,523Total Operating Expenses
    
    
    4,051,458
    
    
    
    1,615,857Loss from Operations
    
    
    (3,944,554
    )
    
    
    (890,857
    )Interest income
    
    
    67,793
    
    
    
    22,190Other income
    
    
    1,890
    
    
    
    3,130Other income (expenses)
    
    
    69,683
    
    
    
    25,320Loss before income taxes
    
    
    (3,874,871
    )
    
    
    (865,537
    )Income TaxesCurrent
    
    
    
    
    
    
    Deferred
    
    
    
    
    
    
    Income Taxes
    
    
    
    
    
    
    NET LOSS
    
    $
    (3,874,871
    )
    
    $
    (865,537
    )
      16




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Liquidity and Capital Resources
     ® ® ®
    17




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Contractual Obligations
  2008
    
    $
    3,3062009
    
    
    13,2242010
    
    
    2,708
   Off-Balance Sheet Arrangements
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
 Disclosure Controls and Procedures
 Internal Control Over Financial Reporting
  18




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    We are not required to furnish the information required by paragraph (a) of
this item because such information was included in our Current Report on Form 8-K
filed on October 1, 2008.(b)
    
    Not applicable.(c)
    
    Not applicable.
 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
   19




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Item 5. Other Information
  
 Item 6. Exhibits
 Exhibit No.10.1*
    
    License Agreement dated October 30, 2008 by and between Winston
Laboratories, Inc. and sanofi-aventis Canada Inc.31.1
    
    Certification of the President and Chief Executive Officer of Getting Ready
Corporation, Joel E. Bernstein, M.D., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of the Chief Financial Officer of Getting Ready Corporation,
David Starr, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1
    
    Certification of the President and Chief Executive Officer of Getting Ready
Corporation, Joel E. Bernstein, M.D., and the Chief Financial Officer of Getting
Ready Corporation, David Starr, pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
 *
    
    Portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
amended, and the omitted material has been separately filed with the Securities and
Exchange Commission.  20




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##### Table of Contents



SIGNATURES
  Getting Ready CorporationBy:
    /s/ Joel E. BernsteinJoel E. Bernstein, M.D.President and Chief Executive OfficerBy:
    /s/ David StarrDavid StarrChief Financial Officer   21




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.10.1*
    
    License Agreement dated October 30, 2008 by and between Winston
Laboratories, Inc. and sanofi-aventis Canada Inc.31.1
    
    Certification of the President and Chief Executive Officer of Getting Ready
Corporation, Joel E. Bernstein, M.D., pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of the Chief Financial Officer of Getting Ready Corporation,
David Starr, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.32.1
    
    Certification of the President and Chief Executive Officer of Getting Ready
Corporation, Joel E. Bernstein, M.D., and the Chief Financial Officer of Getting
Ready Corporation, David Starr, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
 *
    
    Portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934,
amended, and the omitted material has been separately filed with the Securities and
Exchange Commission.  22