SEC Comment Letter for GETTING READY CORP (CIK 0001302554) — Jun 15, 2005
GETTING READY CORP (CIK 0001302554)
Date: June 15, 2005 · CIK: 0001302554 · Accession: 0000000000-05-030218
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Mail Stop 0407
June 15, 2005
Sheldon Rose
Chief Executive Officer
Getting Ready Corporation
8990 Wembley Court
Sarasota, Florida 34238
RE: Getting Ready Corporation
Form 10-SB
Filed May 16, 2005
File No. 0-51314
Dear Mr. Rose:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please note that the Form 10-SB goes effective by lapse of time
60
days after the original filing date, pursuant to Section 12(g)(1)
of
the Securities Exchange Act of 1934. If our comments are not
addressed within this 60-day time period, you should consider
withdrawing the Form 10-SB prior to effectiveness and re-filing a
new
Form 10-SB including changes responsive to our comments. If you
choose not to withdraw, you will be subject to the reporting
requirements under Section 13(a) of the Exchange Act.
Management`s Discussion and Analysis or Plan of Operations, page
12
Plan of Operations, page 13
2. We note your references here and on page 17 to an equity line
of
credit. Please note that until a trading market exists for the
company`s securities there can be no valid equity line under the
federal securities laws. If you presently expect to enter into an
equity line agreement, tell us in your response letter the basis
for
such an expectation. Otherwise, please revise the plan of
operations
and description of property sections so that there is no
suggestion
you have an equity line or an agreement to enter into one.
Liquidity and Capital Resources, page 15
3. We note your statement on page 14 that you "believe it will
cost
approximately $4.25 million to open the two centers" and your
disclosure on page 15 that your current source of funding, that
is,
loans from your chief executive officer, will not be available in
sufficient amounts to develop the centers. Therefore, please
describe how you intend to fund your development of your centers
during the next twelve months. See Item 303(a) of Regulation S-B.
4. You indicate on page 24 that you cancelled the 5,925,000 shares
of
common stock you had issued to Celerity Systems "for services
rendered." Please describe here any remaining payment obligations
you have to Celerity Systems for those rendered services,
including
the amount due and how you intend to pay Celerity Systems. Also,
describe the nature of the rendered services.
5. Please confirm to us in your response letter that all fees
Getting
Ready owed Cornell Capital Partners under the June 2004 agreement
were returned and the obligations to pay cancelled.
Description of Securities, page 21
6. Include the number of holders of your securities, as required
by
Item 201 of Regulation S-B.
Recent Sales of Unregistered Securities, page 24
7. Please indicate to whom you issued an aggregate of 42,500
shares
of your common stock in May 2005.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
You may contact Cheryl Grant, Staff Attorney, at 202-551-
3359,
or me, at 202-551-3810, with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
cc: via facsimile (212) 813-9768
Arthur S. Marcus, Esq.
Gersten, Savage, Kaplowitz, Wolf & Marcus
Mr. Rose
Getting Ready Corporation
June 15, 2005
Page 4
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