GRANDPARENTS.COM, INC. (OTCMKTS:GPCM) Files An 8-K Results of Operations and Financial Condition
Item 2.02.
Results of Operations and Financial Condition.
Grandparents.com, Inc. (the “Company”) is furnishing under this
Item 2.02 of Form 8-K its unaudited consolidated financial
statements as of and for the year ended December 31, 2016, which
are included as Exhibit 99.1 to this report (the “Financial
Statements”), and its Managements Discussion and Analysis of
Financial Condition and Results of Operations, which is included
as Exhibit 99.2 to this report (the “MDA”). As previously
announced, on April 14, 2017, the Company and its wholly-owned
subsidiary, Grand Card, LLC, filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Bankruptcy Code
(the Code) in the United States Bankruptcy Court for the Southern
District of Florida (Miami Division) (the Court). On April 17,
2017, the Court consolidated the two cases for procedural and
administrative purposes: In re: Grandparents.com, Inc., Case No.
17-14711 (the “Chapter 11 Case”). The Company continues to
operate its businesses as a debtor-in-possession under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Code and orders of the Court. Stockholders and
other interested parties are urged to read the Financial
Statements and the MDA as well as the risk factors, which are
included as Exhibit 99.3 to this report (the “Risk Factors”),
and contain important information regarding risks relating to the
Chapter 11 Case, the Company’s on going business operations, and
additional risks relating to the ownership of the Company’s
common stock.
Item 2.02 of Form 8-K its unaudited consolidated financial
statements as of and for the year ended December 31, 2016, which
are included as Exhibit 99.1 to this report (the “Financial
Statements”), and its Managements Discussion and Analysis of
Financial Condition and Results of Operations, which is included
as Exhibit 99.2 to this report (the “MDA”). As previously
announced, on April 14, 2017, the Company and its wholly-owned
subsidiary, Grand Card, LLC, filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Bankruptcy Code
(the Code) in the United States Bankruptcy Court for the Southern
District of Florida (Miami Division) (the Court). On April 17,
2017, the Court consolidated the two cases for procedural and
administrative purposes: In re: Grandparents.com, Inc., Case No.
17-14711 (the “Chapter 11 Case”). The Company continues to
operate its businesses as a debtor-in-possession under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Code and orders of the Court. Stockholders and
other interested parties are urged to read the Financial
Statements and the MDA as well as the risk factors, which are
included as Exhibit 99.3 to this report (the “Risk Factors”),
and contain important information regarding risks relating to the
Chapter 11 Case, the Company’s on going business operations, and
additional risks relating to the ownership of the Company’s
common stock.
As a result of the Chapter 11 Case and the Companys limited
resources, the Company does not expect to file an Annual Report
on Form 10-K for the year ended December 31, 2016 and intends to
suspend the filing of its future periodic reports on Form 10-K
and Form 10-Q with the Securities and Exchange Commission. The
Company, however, intends to furnish copies of its Monthly
Operating Reports (“MORs”) required to be submitted to the
Court under cover of Form 8-K as soon as practicable after each
MOR is filed with the Court. The Company will also continue to
file Current Reports on Form 8-K disclosing material developments
concerning the Company.
resources, the Company does not expect to file an Annual Report
on Form 10-K for the year ended December 31, 2016 and intends to
suspend the filing of its future periodic reports on Form 10-K
and Form 10-Q with the Securities and Exchange Commission. The
Company, however, intends to furnish copies of its Monthly
Operating Reports (“MORs”) required to be submitted to the
Court under cover of Form 8-K as soon as practicable after each
MOR is filed with the Court. The Company will also continue to
file Current Reports on Form 8-K disclosing material developments
concerning the Company.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included in this Current Report on Form 8-K
(this Report) or in other materials we have filed or will file
with the Securities and Exchange Commission (SEC) (as well as
information included in oral statements or other written
statements made or to be made by us) contains or may contain
forward-looking statements. You can identify these statements
by the fact that they do not relate to matters of strictly
historical or factual nature and generally discuss or relate to
estimates or other expectations regarding future events. In
some cases, forward-looking statements may contain terms such
as anticipates, believes, seeks, could, estimates, expects,
intends, may, plans, will, potential, predicts, projects,
should, would and similar expressions intended to identify
forward-looking statements. Such statements may include, but
are not limited to, information related to: our Chapter 11
filing; anticipated operating results; relationships with our
marketing partners and members; demand for our website and
changes in our membership ranks; financial resources and
condition; changes in revenues; changes in profitability;
changes in accounting treatment; cost of sales; selling,
general and administrative expenses; interest expense; the
ability to produce liquidity or enter into agreements to
acquire the capital necessary to continue our operations and
take advantage of opportunities; legal proceedings and claims.
Forward-looking statements reflect our current views with
respect to future events and are subject to known and unknown
risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially
different from any future results, performances or achievements
expressed or implied by the forward-looking statements. These
risks and uncertainties include, but are not limited to, the
factors described in Risk Factors included as Exhibit 99.3 to
the Report. Given these uncertainties, you should not place
undue reliance on these forward-looking statements.
(this Report) or in other materials we have filed or will file
with the Securities and Exchange Commission (SEC) (as well as
information included in oral statements or other written
statements made or to be made by us) contains or may contain
forward-looking statements. You can identify these statements
by the fact that they do not relate to matters of strictly
historical or factual nature and generally discuss or relate to
estimates or other expectations regarding future events. In
some cases, forward-looking statements may contain terms such
as anticipates, believes, seeks, could, estimates, expects,
intends, may, plans, will, potential, predicts, projects,
should, would and similar expressions intended to identify
forward-looking statements. Such statements may include, but
are not limited to, information related to: our Chapter 11
filing; anticipated operating results; relationships with our
marketing partners and members; demand for our website and
changes in our membership ranks; financial resources and
condition; changes in revenues; changes in profitability;
changes in accounting treatment; cost of sales; selling,
general and administrative expenses; interest expense; the
ability to produce liquidity or enter into agreements to
acquire the capital necessary to continue our operations and
take advantage of opportunities; legal proceedings and claims.
Forward-looking statements reflect our current views with
respect to future events and are subject to known and unknown
risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially
different from any future results, performances or achievements
expressed or implied by the forward-looking statements. These
risks and uncertainties include, but are not limited to, the
factors described in Risk Factors included as Exhibit 99.3 to
the Report. Given these uncertainties, you should not place
undue reliance on these forward-looking statements.
Also, forward-looking statements represent our estimates and
assumptions only as of the date of this Report. You should read
this Report and the documents that we reference and file or
furnish as exhibits to this Report completely and with the
understanding that our actual future results may be materially
different from what we expect. Except as required by law, we
assume no obligation to update any forward-looking statements
publicly, or to update the reasons actual results could differ
materially from those anticipated in any forward-looking
statements, even if new information becomes available in the
future.
assumptions only as of the date of this Report. You should read
this Report and the documents that we reference and file or
furnish as exhibits to this Report completely and with the
understanding that our actual future results may be materially
different from what we expect. Except as required by law, we
assume no obligation to update any forward-looking statements
publicly, or to update the reasons actual results could differ
materially from those anticipated in any forward-looking
statements, even if new information becomes available in the
future.
Item 9.01.
Financial Statement and Exhibits.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
99.1
|
Unaudited Consolidated Financial Statements as of and for
the years ended December 31, 2016 and 2015. |
|
|
99.2
|
Management’s Discussion and Analysis of Financial
Condition and Results of Operations. |
|
|
99.3
|
Risk Factors.
|
About GRANDPARENTS.COM, INC. (OTCMKTS:GPCM)
Grandparents.com, Inc. owns and operates the Grandparents.com Website. As a membership organization and social media community, the Company connects grandparents, seniors and boomers to differentiated, discounted products and services. The Company’s Website offers content on health and wellbeing, relationships and finances, as well as other topics, such as recipes and travel tips. The Company’s Website is primarily a social media platform targeting active, involved grandparents. Along with its Website, the Company’s membership association, the American Grandparents Association (AGA) was formed to unite grandparents, boomers and seniors. Members of the AGA have access to a range of benefits, including discounts on products and services. AGA members can access community features of the Company’s offerings, including discussions, blogs, games and content, as well as other products and services, which are offered exclusively to AGA members. GRANDPARENTS.COM, INC. (OTCMKTS:GPCM) Recent Trading Information
GRANDPARENTS.COM, INC. (OTCMKTS:GPCM) closed its last trading session 00.00000 at 0.00400 with shares trading hands.
