SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT 4 to
FORM 10QSB
FOR THE QUARTER ENDED JULY 31, 2000
COMMISSION FILE NUMBER 333-44882
GREAT EXPECTATIONS AND ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Colorado 84-1521955
(State or other jurisdiction of (I.R.S. Employer I.D.)
incorporation or organization)
501 S. Cherry Street, Suite 610, Denver, Co. 80246
Registrant's Telephone Number, including area code (303) 320-0066
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding twelve months, and (2) has
been subject to such filing requirements for the past 90 days.
Yes__x___ No______
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report: 150,520,000 shares.
2
Great Expectations and Associates, Inc.
Index
Part I Financial Information Page Number
Item 1.
Balance Sheet 3
Statements of Loss and Accumulated Deficit 4
Statements of Cash Flows 5
Footnotes 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II None
Signatures 8
4
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
July October
31, 2000 31, 1999
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------- ---------
Total current assets - -
Other Assets
Deferred offering costs(Note 1) 22,099 13,599
-------- --------
Total other assets 22,099 13,599
-------- --------
Total assets 22,099 13,599
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to stockholders(Note) 4 $ 17,847 $ 4,000
-------- -------
Total current liabilities 17,847 4,000
STOCKHOLDERS' EQUITY
Common stock, no par value,
500,000,000 shares authorized;
150,520,000 shares issued and
outstanding(Note 3) 20,432 21,129
Deficit accumulated during
the development stage (16,180) (11,530)
-------- --------
Total stockholders' equity 4,252 9,599
Total liabilities and stockholders'
Equity $ 22,099 $ 13,599
======== ========
The accompanying notes are an integral part of the financial statements.
5
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
For the period from inception (June 5, 1987) to July 31, 2000
Cumulative Nine Months
During Ended October
Development July 31, 2000 31, 1999
Stage
Revenue
Interest Income $ 166 $ - $ -
-------- ------- -------
Total revenue 166 - -
Other expense
Amortization 700 - -
Rent 4,512 - -
Salaries(Note 3) 6,129 - 697
Office supplies and expense(Note 7) 4,250 4,250 -
Accounting 755 400 -
-------- ------- ------
Total expense 16,346 4,650 697
-------- ------- ------
NET LOSS (16,180) (4,650) (697)
Accumulated deficit
Balance, beginning of period - (11,530) (10,833)
-------- ------- -------
Balance, end of period $ (16,180) (16,180) (11,530)
======== ======== =======
Loss per share $ (Nil) $ (Nil) $ (Nil)
======== ======= =======
Shares outstanding 150,520,000 150,520,000 166,120,000
=========== =========== ===========
The accompanying notes are an integral part of the financial statements.
6
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOW
Unaudited
Cumulative
During Nine Months
Development Ended October
Stage July 31, 2000 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (16,180) $ (4,650) $ (697)
Add non-cash items:
Salaries paid with stock 5,432 (697) 697
Organizational cost amortization 700 - -
Increase in organizational cost (700) - -
--------- --------- -------
Cash used in operations (10,748) (5,347) -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans-stockholders 17,847 13,847 -
Proceeds from issuance of common stock 15,000 - -
Offering costs (22,099) (8,500) -
--------- --------- -------
Cash provided by financing activities 10,748 5,347 -
--------- --------- -------
Net increase (decrease) in cash - - -
Cash, beginning of periods - - -
--------- --------- -------
Cash, end of periods $ - - -
========= ========= =======
The accompanying notes are an integral part of the financial statements.
6
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTE TO FINANCIAL STATEMENT
1. Summary of significant accounting policies
Organization
Great Expectations and Associates Inc. (the "Company", formerly Great
Expectations, Inc.) was organized under the laws of the State of
Colorado on June 5, 1987, for the purpose of evaluating and seeking
merger candidates. The Company is currently considered to be in the
development stage as more fully defined in the Financial Accounting
Standards Board Statement No. 7. The Company has engaged in limited
activities, but has not generated significant revenues to date. The
Company is currently seeking business opportunities.
Accounting methods
The Company records income and expenses on the accrual method.
Fiscal year
The Company has selected October 31 as its fiscal year.
Deferred offering cost
Costs associated with any public offering were charged to proceeds of
the offering.
Loss per share
All stock outstanding prior to the public offering had been issued at
prices substantially less than that which was paid for the stock in
the public offering. Accordingly, for the purpose of the loss per
share calculation, shares outstanding at the end of the period were
considered to be outstanding during the entire period.
2. Income taxes
Since its inception, the Company has incurred a net operating loss.
Accordingly, no provision has been made for income taxes.
3. Stock issued for services
The value of the stock issued for services is based on management's
estimate of the fair market value of the services rendered. During
this reporting period, the Company reversed the amount of stock issued
from the prior year.
4. Due to stockholders
During the first nine months, advances totaling $13,150 were made to
the Company by stockholders. There are no specific repayment terms
and no interest is charged.
5. Management representation
For the period ended July 31, 2000, management represents that all
adjustments necessary to a fair statement of the results for the
period have been included and such adjustments are of a normal and
recurring nature.
6. Going concern
The company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its ability
to continue as a going concern.
Note - In the opinion of management of Great Expectations and
Associates, Inc., the unaudited financial statements of Great
Expectations and Associates, Inc. for the interim period shown,
include all adjustments, necessary for a fair presentation of the
financial position at July 31, 2000, and the results of operations and
cash flows for the period then ended. The results of operations for
the interim periods shown may not be indicative of the results that
may be expected for the fiscal year. These statements should be read
in conjunction with the financial statements and notes thereto
included in the Company's Form 10-K for the year October 31, 1999.
7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
Great Expectations remains in the development stage and, since
inception, has experienced no significant change in liquidity
or capital resources. Great Expectation's balance sheet as
of July 31, 2000, reflects a current asset value of $0, and a
total asset value of $22,099 in the form of deferred offering
costs. Great Expectations will carry out its plan of
business as discussed above. Great Expectations cannot
predict to what extent its liquidity and capital resources
will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by
the operating losses, if any of the business entity which
Great Expectations may eventually acquire.
Results of Operations
During the period from June 5, 1987 (inception) through July
31, 2000, Great Expectations has engaged in no significant
operations other than organizational activities, acquisition
of capital and preparation for registration of its securities
under the Securities Exchange Act of 1934, as amended. No
revenues were received by Great Expectations during this
period.
For the current fiscal year, Great Expectations anticipates
incurring a loss as a result of expenses associated with
registration under the Securities Exchange Act of 1934, and
expenses associated with locating and evaluating acquisition
candidates. Great Expectations anticipates that until a
business combination is completed with an acquisition
candidate, we will not generate revenues other than interest
income, and may continue to operate at a loss after completing
a business combination, depending upon the performance of the
acquired business.
Need for Additional Financing
If a merger is consummated, the proceeds will be used for
general corporate expenses at the will of the new management.
Great Expectations believes that our existing capital will not
be sufficient to meet Great Expectation's cash needs,
including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934,
as amended, for a period of approximately one year.
Accordingly, in the event Great Expectations is able to
complete a business combination during this period, it
anticipates that our existing capital will not be sufficient
to allow us to accomplish the goal of completing a business
combination. Great Expectations will depend on additional
advances from stockholders.
We cannot assure you that the available funds will ultimately
prove to be adequate to allow it to complete a business
combination, and once a business combination is completed,
Great Expectation's needs for additional financing are likely
to increase substantially. Management and other stockholders
have not made any commitments to provide additional. We
cannot assure you that any additional funds will be available
to Great Expectations to allow us to cover our expenses.
Even if Great Expectation's cash assets prove to be inadequate
to meet Great Expectation's operational needs, Great
Expectations might seek to compensate providers of services by
issuances of stock in lieu of cash.
We do not expect to purchase or sell any significant
equipment, engage in product research or development and do
not expect any significant changes in the number of employees.
8
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: August 30, 2001 /s/ Raphael M. Solot
-------------------------
By: Raphael M. Solot, President