Grandparents.com LLC

Financial Statements

December 31, 2010 and 2009

Table of Contents

Report of Independent Registered Public Accounting Firm
Financial Statements:
Balance Sheets	2
Statements of Operations	3
Statements of Changes in Members' Equity	4
Statements of Cash Flows	5
Notes to the Financial Statements	6 - 15

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Members
Grandparents.com LLC

New York, NY

We have audited the accompanying balance sheets of Grandparents.com LLC (the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, members' equity (deficit) and cash flows for the year ended December 31, 2009, for the period January 1, 2010 to May 5, 2010, and for the period May 6, 2010 to December 31, 2010. The Company’s management is responsible for these financial statements. 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Grandparents.com LLC as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the year ended December 31, 2009, for the period January 1, 2010 to May 5, 2010, and for the period May 6, 2010 to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The Company has significant related party transactions.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has sustained a net loss, has negative cash flows from operations, and has a working capital deficit. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Daszkal Bolton LLP

Boca Raton, Florida

January 13, 2012

Grandparents.com LLC

Balance Sheets

December 31, 2010 and 2009

	Successor		Predecessor
	2010		2009
ASSETS
Current Assets:
Cash	$	36,991	$	4,900
Restricted cash		40,000		212,343
Accounts receivable, net		307,461		359,281
Total Current Assets		384,452		576,524
Property & Equipment, net		44,882		84,574
Other Assets:
Security deposits		3,701		1,301
Goodwill		-		115,237
Intangibles, net		5,944,326		3,026,805
Total Other Assets		5,948,027		3,143,343
Total Assets	$	6,377,361	$	3,804,441
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	626,833	$	787,905
Accrued expenses		101,664		23,611
Short-term advances		-		7,224,135
Cumulative preferred return		26,080		-
Total Current Liabilities		754,577		8,035,651
Commitments and Contingencies
Members' Equity (Deficit):
Class A Preferred Units, $1 par value		918,000		-
Class A Units		4,695,235		(4,231,210	)
Class B Units		-		-
Class C Units		-		-
Class D Units		-		-
Class E Units		-		-
Additional Paid in Capital		9,549		-
Total Members' Equity (Deficit)		5,622,784		(4,231,210	)
Total Liabilities and Members' Equity (Deficit)	$	6,377,361	$	3,804,441

See accompanying notes to the financial statements.

-2-

Grandparents.com LLC

Statements of Operations

For the Year Ended December 31, 2009, for the Period from January 1, 2010 to May 5, 2010,

and for the Period from May 6, 2010 to December 31, 2010

	Successor			Predecessor
	2010			2010			2009
	May 6 to December 31			January 1 to May 5			January 1 to December 31
Revenues:
Advertising revenue	$	646,512		$	111,543		$	512,389
Total Revenues		646,512			111,543			512,389
Operating Expenses:
Selling and marketing		246,838			444,300			1,476,290
Salaries		657,975			818,372			3,276,844
Rent		84,090			69,601			227,211
Consulting		6,005			10,000			258,000
Equity-based compensation		9,549			-			-
Transaction costs		4,250,000			-			-
Management fees		125,000			-			-
Other general and administrative		477,249			126,346			525,380
Depreciation and amortization		560,101			67,988			274,765
Total operating expenses		6,416,807			1,536,607			6,038,490
Other income:
Interest income, net		18			-			-
Gain on purchase of business		3,565,408			-			-
Other income, net		51,184			108,000			-
Total other income		3,616,610			108,000			-
Loss from operations before preferred return		(2,153,685	)		(1,317,064	)		(5,526,101	)
Preferred return expense		(26,080	)		(137,572	)		-
Net loss	$	(2,179,765	)	$	(1,454,636	)	$	(5,526,101	)

See accompanying notes to the financial statements.

-3-

Grandparents.com LLC

Statements of Changes in Members' Equity

For the Year Ended December 31, 2009, for the Period from January 1, 2010 to May 5, 2010,

and for the Period from May 6, 2010 to December 31, 2010

Predessor	Class A					Class B				Class C					Class D					Class E
	Units					Units				Units					Units					Units
	Units		Amount			Units		Amount		Units		Amount			Units		Amount			Units		Amount		Total
Balance, January 1, 2009		4,759,429	$	1,234,891			186,600	$	-		-	$	-			-	$	-			-	$	-	$	1,234,891
Capital contributions		44,293		60,000			-		-		-		-			-		-			-		-		60,000
Net loss		-		(5,526,101	)		-		-		-		-			-		-			-		-		(5,526,101	)
Balance, December 31, 2009		4,803,722	$	(4,231,210	)		186,600	$	-		-	$	-			-	$	-			-	$	-	$	(4,231,210	)
Conversion of debt to equity		-		-			-		-		415,500		750,000			3,867,019		6,974,135			-		-		7,724,135
Capital contributions		-		-			-		-		124,758		225,000			-		-			-		-		225,000
Preferred return		-		-			-		-		-		-			-		137,572			-		-		137,572
Net loss		-		(1,066,932	)		-		-		-		(82,361	)		-		(305,343	)		-		-		(1,454,636	)
Balance, May  5, 2010		4,803,722	$	(5,298,142	)		186,600	$	-		540,258	$	892,639			3,867,019	$	6,806,364			-	$	-	$	2,400,861

Successor	Class A				Class A					Class B				Additional
	Preferred Units				Units					Units				Paid-In
	Units		Amount		Units		Amount			Units		Amount		Capital		Total
Balance, May 6, 2010		-	$	-		-	$	-			-	$	-	$	-	$	-
Contribution of assets in business combination		-		-		3,000,000		1,875,000			-		-		-		1,875,000
Contribution of services for equity		-		-		6,800,000		4,250,000			-		-		-		4,250,000
Issuance of Class A Units		-		-		1,000,000		750,000			-		-		-		750,000
Issuance of Class A Preferred Units		918,000		918,000		-		-			-		-		-		918,000
Equity based compensation		-		-		-		-			-		-		9,549		9,549
Issuance of equity pursuant to anti-dilution arrangements		-		-		490,323		-			-		-		-		-
Net loss		-		-		-		(2,179,765	)		-		-		-		(2,179,765	)
Balance, December 31, 2010		918,000	$	918,000		11,290,323	$	4,695,235			-	$	-	$	9,549	$	5,622,784

See accompanying notes to the financial statements.

-4-

Grandparents.com LLC

Statements of Cash Flows

For the Year Ended December 31, 2009, for the Period from January 1, 2010 to May 1, 2010,

and for the Period from May 6, 2010 to December 31, 2010

	Successor			Predessor
	2010			2010			2009
	May 6 to December 31			January 1 to May 5			January 1 to December 31
Cash Flows from Operating Activities:
Net loss	$	(2,179,765	)	$	(1,454,636	)	$	(5,526,101	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		560,101			67,988			274,765
Loss on disposal of equipment		1,100			-			-
Equity-based compensation		9,549			-			-
Preferred return expense		26,080			137,572			-
Transaction costs		4,250,000			-			-
Gain on purchase of business		(3,565,408	)		-			-
(Increase) decrease in:
Accounts receivable, net		(106,749	)		158,579			(292,713	)
Prepaid expenses		113,514			(118,180	)		-
Security deposits		(2,400	)		-			(1,301	)
Increase (Decrease) in:
Accounts payable		(492,697	)		205,491			(536,996	)
Accrued expenses		41,877			(19,901	)		23,611
Net cash flows used in operating activities		(1,344,798	)		(1,023,087	)		(6,058,735	)
Cash Flows from Investing Activities
(Increase) decrease in restricted cash		(40,000	)		212,343			-
Business acquisition, net of cash acquired		(396,211	)		-			-
Purchase of property and equipment		-			-			(41,526	)
Net cash flows (used in) provided by investing activities		(436,211	)		212,343			(41,526	)
Cash Flows from Financing Activities
Proceeds from issuance of Class A Preferred Units		918,000			-			-
Proceeds from issuance of Class A Units		750,000			-			-
Capital contributions		-			225,000			60,000
Proceeds from short-term advances		-			593,000			5,740,457
Proceeds from issuance of promissory notes		-			-			250,000
Net cash flows provided by financing activities		1,668,000			818,000			6,050,457
Net decrease in cash		(113,009	)		7,256			(49,804	)
Cash, beginning of period		150,000			4,900			54,704
Cash, end of period	$	36,991		$	12,156		$	4,900
Supplemental cash flow information
Income taxes paid	$	-		$	-		$	-
Cash paid for interest	$	-		$	-		$	-
Equity issued for purchase of business	$	1,875,000		$	-		$	-
Conversion of debt to equity	$	-		$	7,724,135		$	-

See accompanying notes to the financial statements.

-5-

Grandparents.com LLC

Notes to the Financial Statements

Note 1 – Organization and Description of Business

Nature of the Business

Grandparents.com LLC ("GP", or the "Company") was formed as a Florida limited liability company on April 20, 2010, under the name of Grandparents Acquisition Company, LLC ("GAC"). GAC was formed for the purpose of acquiring the "grandparents.com" URL, trademarks and related business assets from GPOC Holdings, LLC ("GPOC"), which was owned by a predecessor private equity group. The Company changed its name to Grandparents.com LLC on May 12, 2010, and currently does business as "Grandparents.com", with its corporate headquarters located in New York. The Company's main objective is to build a broad membership of millions of grandparents founded on the fact that one in every four Americans is a grandparent.

Grandparents.com is a premier social media website for America's generation of grandparents. It is a family-oriented site with a mission to enhance the lives of grandparents and those around them by providing the tools to foster communication and better understanding among grandparents, parents and grandchildren, and to provide discounts on products and services grandparents like to purchase. The website offers enriching activities, discussion groups, forums, expert advice, financial and health topics, monthly newsletters, photo sharing, the Grandparents.com Bookstore, and a Benefits Club with marketing partners that offer discounts on entertainment, food and dining, wellness, travel, shopping, insurance and financial services.

Business Combination

Pursuant to an Asset Purchase Agreement (‘‘Purchase Agreement’’) by GAC and GPOC, GAC purchased substantially all of the assets and assumed certain liabilities of GPOC in exchange for 3,000,000 Class A Units (representing 30% ownership in GAC). Pursuant to the terms of the Purchase Agreement, the GPOC ownership interest shall not be diluted below 30% for the future issuance of securities, until such time that an aggregate of $3 million of new capital is raised. In connection with the Purchase Agreement, the managing members of GAC received a 68% ownership interest in GAC in exchange for transaction costs. In addition, in connection with the Purchase Agreement, a member of GPOC contributed $250,000 cash in exchange for a 2% ownership interest in GAC, which was recorded as a purchase of Class A Units in the statement of changes in members' equity.

The assets acquired and liabilities assumed were recorded at fair value, resulting in a bargain purchase. The fair values of assets acquired and liabilities assumed for the acquisition is as follows:

Cash	$	150,000
Accounts receivable		200,712
Other current assets		114,815
Property and equipment		50,409
URL		4,500,000
Trademarks		500,000
Web development costs		500,000
Other intangibles		1,000,000
Accounts payable		(1,119,530	)
Accrued expenses		(59,787	)
Total identifiable net assets		5,836,619
Less: purchase price		(2,271,211	)
Gain on purchase of business	$	3,565,408

-6-

Grandparents.com LLC

Notes to the Financial Statements

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2010 and 2009, there were no cash equivalents.

Accounts Receivable

Accounts receivable are reported in the balance sheet net of an allowance for doubtful accounts. The Company estimates the allowance based on an analysis of specific clients, taking into consideration the age of past due accounts, the client’s payment history and an assessment of the client’s ability to pay. At December 31, 2010 and 2009, the Company determined that no allowance for doubtful accounts was necessary.

Property and Equipment

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from three (3) to seven (7) years. Incidental expenditures for maintenance and repairs are charged against operations. Renewals and betterment that materially extend the life of assets are capitalized. The Company reviews the valuation of fixed assets and the remaining economic lives annually and adjusts depreciation accordingly.

Impairment of Long-Lived Assets

The Company assesses the impairment of long-lived assets, which include property and equipment and identifiable intangible assets, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Events and circumstances that may indicate that an asset is impaired may include significant decreases in the market value of an asset, a change in the extent or manner in which an asset is used, shifts in technology, loss of key management or personnel, changes in the Company’s operating model or strategy and competitive forces as well as other factors.

If events and circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risk involved, quoted market prices or appraised values, depending on the nature of the assets. In testing for a potential impairment of goodwill, the Company will first compare the estimated fair value of each reporting unit with book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the respective reporting units of the Company is less than book value, then the Company is required to compare the carrying amount of the goodwill with its implied fair value. The estimate of implied fair value of goodwill may require independent valuations of certain internally generated and unrecognized intangible assets such as its customer base, software and technology and trademarks. If the carrying amount of the goodwill exceeds the implied fair value of that goodwill, an impairment loss would be recognized in an amount equal to the excess.

-7-

Grandparents.com LLC

Notes to the Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

Revenue Recognition

The Company recognizes revenue from arrangements with advertisers and third-party affiliates, generally on the basis of impressions, at an agreed upon cost per thousand impressions ("CPM"). This revenue is recognized on a net basis in the period in which the impressions occur.

Revenue is recognized in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 605, Revenue Recognition. The Company considers amounts to be earned when persuasive evidence of an arrangement exists, delivery of services has occurred, price is fixed or determinable, and collectability is reasonably assured.

Advertising

The Company’s policy is to report advertising costs as expensed in the periods in which the costs are incurred. The total amounts charged to advertising expenses were $1,476,290 for the year ended December 31, 2009, $444,300 for the period January 1, 2010 to May 5, 2010, and $246,838 for the period May 6, 2010 to December 31, 2010.

Fair Value of Financial Instruments

The Company’s financial instruments consist mainly of cash, short-term accounts receivable, and payables. The Company believes that the carrying amounts approximate fair value due to their short-term nature and market interest rates.

Equity-Based Compensation

The Company accounts for equity-based awards to employees and others at fair value, measured at the grant date (based upon an estimate of the fair value of the compensation granted) and recorded to expense over the requisite service period, which generally is the vesting period. Fair value of equity-based compensation arrangements are estimated using the Black-Scholes option pricing model.

Income Taxes

The Company has elected to be treated as Limited Liability Company for Federal and State income tax purposes. Under this election, all taxable income, losses and credits pass through to its members and are reflected on their individual income tax returns. Consequently, no provision for income taxes has been provided by the Company.

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. As of December 31, 2010, the Company has no liabilities for uncertain tax positions. The Company's policy is to recognize interest and penalties related to income tax matters as a component of income tax expense. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, and changes in tax law and new authoritative rulings. The Company is not subject to examinations by income tax authorities prior to 2010.

-8-

Grandparents.com LLC

Notes to the Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

Recent Accounting Pronouncements

In December 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-29, “Business Combinations (Topic 805), Disclosure of Supplementary Pro Forma Information for Business Combinations”. The objective of this ASU is to address diversity in practice about the presentation of pro forma revenue and earnings disclosure requirements for business combinations, and specifies that a public entity that presents comparative financial statements should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. This ASU is effective prospectively for business combinations on or after January 1, 2011. As this ASU is limited to supplemental disclosures, its adoption will not have an impact on the Company’s financial condition or results of operations.

In December, 2010, the FASB issued ASU 2010-28, “Intangibles—Goodwill and Other (Topic 350) When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”. The objective of this ASU is to address diversity in practice in the application of goodwill impairment testing by entities with reporting units with zero or negative carrying amounts, eliminating an entity’s ability to assert that a reporting unit is not required to perform Step 2 because the carrying amount of the reporting unit is zero or negative despite the existence of qualitative factors that indicate the goodwill is more likely than not impaired. This ASU is effective for interim periods after January 1, 2010. The adoption of this ASU may require the Company to report goodwill impairment charges sooner than under current practice.

Note 3 – Going Concern

As shown in the accompanying financial statements, since formation GP has incurred a net loss of approximately $2.2 million and used approximately $1.3 million in cash for operating activities. In addition, as of December 31, 2010, the Company has a working capital deficit of approximately $0.4 million. Without additional capital from existing or outside investors or further financing, the Company's ability to continue to implement its business plan may be limited. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As further described in Note 11 (Subsequent Events), the Company received cash of approximately $1,450,000 through issuances of debt and equity. Included in this amount is a $500,000 Bridge Loan the Company received in connection with an executed Letter of Intent to merge with and into a public company. The merger is expected to be consummated by February 29, 2012.

-9-

Grandparents.com LLC

Notes to the Financial Statements

Note 4 – property and equipment

Property and equipment consisted of the following at December 31, 2010 and 2009. 

		Successor			Predecessor
	Estimated Useful
	Lives (in Years)	2010			2009
Furniture and fixtures	7	$	13,353		$	76,177
Computers and equipment	5-7		35,956			203,078
Leasehold improvements	Shorter of useful life or term of lease		-			6,275
			49,309			285,530
Less: accumulated depreciation			(4,427	)		(200,956	)
Property and equipment, net		$	44,882		$	84,574

Depreciation expense totaled $64,228 for the year ended December 31, 2009, $10,000 for the period January 1, 2010 to May 5, 2010, and $4,427 for the period May 6, 2010 to December 31, 2010.

Note 5 – Intangible Assets

The recoverability of goodwill and indefinite lived intangibles is evaluated at least annually and when events or changes in circumstances indicate that the carrying amount of goodwill and indefinite lived intangibles may not be recoverable. The identification and measurement of impairment involves the estimation of the fair value of the reporting unit and indefinite lived intangibles and contains uncertainty because management must use judgment in determining appropriate assumptions to be used in the measurement of fair value. The estimate of fair value of the reporting unit is based on the best information available as of the date of the assessment and incorporates management’s assumptions about expected future cash flows and contemplates other valuation techniques. Future cash flows can be affected by changes in the industry, a continuing declining economic environment or market conditions.

The Company performed its annual goodwill impairment assessment at December 31, 2009, at which time no goodwill impairment was considered necessary.

-10-

Grandparents.com LLC

Notes to the Financial Statements

Note 5 – Intangible Assets, continued

Intangible assets, net, consisted of the following at December 31, 2010 and 2009.

		Successor			Predecessor
	Estimated Useful Lives (in Years)	2010			2009
URL and trademarks	15	$	5,000,000		$	2,383,025
Website development	5		500,000			1,027,680
Customer relationships	3		1,000,000			-
Goodwill	Indefinite		-			115,237
			6,500,000			3,525,942
Less: accumulated amortization			(555,674	)		(383,900	)
Intangible assets, net		$	5,944,326		$	3,142,042

Amortization expense related to finite lived intangible assets amounted to $210,536 for the year ended December 31, 2009, $57,988 for the period January 1, 2010 to May 5, 2010, and $555,674 for the period May 6, 2010 to December 31, 2010. The future amortization expense for each of the five succeeding years related to all finite lived intangible assets that are currently recorded in the balance sheets is estimated to be as follows at December 31, 2010:

For the Years Ended December 31,
2011	$	860,399
2012		860,399
2013		537,482
2014		360,399
2015		360,399
Thereafter		2,965,248
	$	5,944,326

Note 6 – Members' Equity

GPOC Holdings, LLC (Predecessor)

At December 31, 2009 GPOC had two classes of capital units authorized: Class A Units and Class B Non-Voting Profits Interest Units. In February 2010 GPOC amended and restated its operating agreement to authorize five classes of capital units: Class A Units, Class B Non-Voting Profits Interest Units, Class C 10% Preferred Units, Class D 10% Preferred Units, and Class E Non-Voting Profits Interest Units.

Holders of the Class C 10% Preferred Units are entitled to a 10% preferred return (compounded annually to the extent not paid) on two times (2x) the aggregate amount of the members' unreturned cash capital contributions, reduced by the aggregate amount of any prior distributions made by GPOC to such members.

-11-

Grandparents.com LLC

Notes to the Financial Statements

Note 6 – Members' Equity, continued

GPOC Holdings, LLC (Predecessor), continued

Holders of the Class D 10% Preferred Units are entitled to a 10% preferred return (compounded annually to the extent not paid) on one times (1X) the aggregate amount of the members' unreturned cash capital contributions, reduced by the aggregate amount of any prior distributions made by GPOC to such members.

Holders of the Class B and Class E Non-Voting Profits Interest Units are entitled to a percentage of GPOC net income, based on the members' respective percentage ownership on a fully-diluted basis.

On January 23, 2009, one of GPOC's members contributed cash of $60,000 in exchange for 44,293 Class A Units.

In February 2010, in connection with an amended and restated operating agreement, $6,974,135 of advances from one of GPOC's members was converted to 3,867,019 Class D 10% Preferred Units. In May 2010, $750,000 of advances from three of GPOC's members was converted to 415,500 Class C 10% Preferred Units.

In March 2010, two of GPOC's members contributed cash of $225,000 in exchange for 124,758 Class C 10% Preferred Units.

Grandparents.com LLC (Successor)

At December 31, 2010 GP had three classes of capital units authorized: Class A Units, Class A Preferred Units and Class B Units.

Holders of the Class A Preferred Units are entitled to a 10% cumulative return on the principal investment ("Minimum Annual Return") and unpaid Minimum Annual Returns, and a liquidation preference equivalent to the sum of their principal investment plus accrued but unpaid Minimum Annual returns. In addition, each Class A Preferred Unit may be converted into one Class A Unit, at any time between two and five years after the closing date of the holder's investment in Class A Preferred Units. The Class A Preferred Units do not have any voting rights under the GP operating agreement. The difference between the effective conversion price of the Series A Preferred Units into Class A Units, and the fair value of the Class A Units on the date of issuance of the Class A Preferred Units, did not result in the recognition of a beneficial conversion feature since the fair value of the Class A Units was lower than the effective conversion price.

During 2010, GP sold 918,000 Class A Preferred Units in exchange for $918,000 in cash.

In August 2010, GP sold 800,000 Class A Units to an investor, representing an 8% ownership interest in GP, for $500,000 cash. Pursuant to the terms of the subscription agreement, the investor's ownership interest shall not be diluted below 8% for the future issuance of securities, until such time that an aggregate of $5 million of new capital is raised. The issuance of the Class A Units under this agreement resulted in the issuance of an additional 490,323 Class A Units to maintain capital balances pursuant to anti-dilution clauses.

-12-

Grandparents.com LLC

Notes to the Financial Statements

Note 7 – Related Party Transactions

During 2009, GPOC paid fees totaling $256,666 to two of its members, and fees of $18,000 to an affiliated entity, for consulting services provided to GPOC. During the period January 1, 2010 to May 5, 2010, GPOC paid fees totaling $66,664 to one of its members for consulting services provided to GPOC.

At December 31, 2009 GPOC had $7,224,135 in short-term advances payable to its members. During 2010 these advances, plus an additional $500,000 advanced to GPOC from its members during 2010, were converted to various classes of members' equity (see Note 6).

During 2010, GP paid a fee of $25,000 per month, beginning in August 2010, to one of its members for management services provided to GP. A total of $125,000 was paid to the member during the period May 6, 2010 to December 31, 2010. At December 31, 2010, there were no unpaid management fees owed to the member.

Note 8 - Equity-Based Compensation

On October 1, 2010, GP established the 2010 Stock Option Plan (the "Plan”). The Plan provides for the issuance of options to purchase units, for the purposes of offering incentive options to employees and non-statutory options to employees and consultants. Options become exercisable over various vesting periods depending on the nature of the grant, not to exceed five (5) years from the date of grant. Certain option awards provide for accelerated vesting if there is a change in control (as defined).

GP granted options to purchase 252,500 Class A Units under the Plan to its officers and employees during 2010. The options had an exercise price of $0.625 per Class A Unit and a grant-date fair value of $0.45 per option. The options expire five years from the date of grant.

The weighted average grant date fair value of options granted during 2010 were estimated on the date of grant using the Black-Scholes option-pricing model with the assumptions noted in the following table. Expected volatility was estimated using the average volatility rates of several public companies we consider to be peers in our industry. The expected term of the options represents the period of time that options granted are expected to be outstanding and is derived from historical terms.

Risk-free interest rate	1.18	%
Expected life (years)	5.0
Expected volatility	95	%
Dividend yield	-

A summary of outstanding options at December 31, 2010 is as follows:

Number of	Exercise		Grant		Expiration
Shares	Price		Dates		Dates
250,000	$	0.625		October 1, 2010		September 30, 2015
2,500	$	0.625		November 8, 2010		November 7, 2015
252,500

-13-

Grandparents.com LLC

Notes to the Financial Statements

Note 8 - Equity-Based Compensation, continued

A summary of option activity under the Plan as of December 31, 2010 and changes during the period is presented below:

					Weighted Average
	Number of		Weighted Average		Remaining Contractual		Aggregate
	Shares		Exercise Price		Term (Years)		Intrinsic Value
Outstanding at May 6, 2010		-	$	-		-	$	-
Granted		252,500		0.625		4.75		-
Exercised		-		-		-		-
Expired		-		-		-		-
Forfeited		-		-		-		-
Outstanding at December 31, 2010		252,500	$	0.625		4.75	$	-
Exercisable at December 31, 2010		-	$	-		-	$	-

The compensation expense recognized under the Plan for the period May 6, 2010 to December 31, 2010 was $9,549. As of December 31, 2010, there was $105,038 of total unrecognized compensation cost related to non-vested equity-based compensation arrangements granted under the Plan. That cost is expected to be recognized over the remaining vesting period of 33 months.

Note 9 – Commitments

GP leases an office facility in New York, NY under a three-year operating lease. The lease requires monthly payments of $13,333 and includes an annual escalation of 2.5%. The future minimum lease payments required under the office facility operating lease as of December 31, 2010, are as follows:

For the Years Ended December 31,
2011	$	160,998
2012		165,027
2013		126,072
	$	452,097

GP has issued a letter of credit totaling $40,000, which is held as collateral for performance under the operating lease. Pursuant to the terms of the lease, the letter of credit shall be increased to $53,333 effective October 1, 2011. The letter of credit is secured by deposits at a financial institution, and has been recorded as restricted cash in the balance sheets at September 30, 2011 and December 31, 2010.

Rental expense under operating leases was $227,211 for the year ended December 31, 2009, $69,601 for the period January 1, 2010 to May 5, 2010, and $84,090 for the period May 6, 2010 to December 31, 2010.

-14-

Grandparents.com LLC

Notes to the Financial Statements

Note 10 – Concentrations

At December 31, 2009, three customers represented approximately 43% of GPOC's accounts receivable, of which one customer represented approximately 12% of GPOC's revenues earned during 2009. As of December 31, 2010, one customer represented approximately 38% of GP's accounts receivable and approximately 18% of GP's revenues earned during 2010.

Note 11 – Subsequent Events

In October 2011 GP sold 290,512 Class A Units to an investor for $250,000 in cash.

In March 2011, GP entered into a $300,000 note payable agreement with one of its members. The note bears interest at 5% per annum, with interest-only payments commencing on May 1, 2011 through the maturity date, April 1, 2013.

In July 2011, three of GP's members provided short-term loans to GP in the aggregate amount of $40,000. The loans bear interest at 5% per annum and mature on December 31, 2011. The loans are convertible into Class A Units at a conversion price of $1.60 per unit. These loans remain outstanding at January 13, 2012.

In July 2011 GP issued a zero coupon note payable to a consultant. The note provided $225,000 to GP in exchange for repayment of $275,000 on August 30, 2012, the maturity date of the note. The discount from the maturity value of $275,000, initially $50,000, is being amortized to interest expense by the effective interest method over the life of the note, with an effective interest rate of 20.04%. The note is convertible into Class A Units at a conversion price of $1.60 per unit.

In December 2011, the Company closed on a $500,000 Bridge Loan with a public company, and executed a Letter of Intent with that company for a contribution of all the assets and liabilities of the Company into the public entity in a transaction to be accounted for as a reverse merger. The public entity's assets consist exclusively of $2.3 million in cash (unaudited). The Company simultaneously executed an engagement agreement with an investment bank to effect a private placement of $3 million, on a best efforts basis, in a secondary offering of the public company's common shares, to be closed at the same time as the reverse merger. The merger and private placement transactions are expected to be consummated by February 29, 2012.

-15-