SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FORM 10QSB
FOR THE QUARTER ENDED JULY 31, 2001
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 10
3
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
July October
31, 2001 31, 2000
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------- --------
Total current assets - -
Other Assets
Deferred offering costs(Note 1) 22,099 22,099
-------- --------
Total other assets 22,099 22,099
-------- --------
Total assets 22,099 22,099
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to stockholders(Note) 4 $ 31,562 $ 22,012
-------- --------
Total current liabilities 31,562 22,012
STOCKHOLDERS' EQUITY
Common stock, no par value,
500,000,000 shares authorized;
150,520,000 shares issued and
outstanding, net of Treasury
stock ($697)(Note 3) 20,432 20,432
Deficit accumulated during
the development stage (29,895) (20,345)
-------- --------
Total stockholders' equity (9,463) 87
Total liabilities and stockholders'
equity $ 22,099 $ 13,599
======== ========
The accompanying notes are an integral part of the
financial statements.
4
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, 2001
Cumulative Nine Months
During Ended October
Development July 31, 2001 31, 2000
Stage
Revenue
Interest Income $ 166 $ - $ -
-------- ------- -------
Total revenue 166 - -
Other expense
Amortization 700 - -
Rent 4,512 - -
Salaries(Note 3) 6,129 - -
Office supplies and expense(Note 7) 4,310 60 4,250
Legal 2,500 1,000 1,500
Travel 1,435 - 1,435
Escrow fees 1,500 1,500 -
Transfer fees 1,500 1,500 -
Filing fees 4,520 3,490 1,030
Accounting 2,955 2,000 600
-------- ------- ------
Total expense 30,061 9,550 8,815
-------- ------- ------
NET LOSS (29,895) (9,550) (8,815)
Accumulated deficit
Balance, beginning of period - (20,345) (11,530)
-------- ------- -------
Balance, end of period $(29,895) (29,895) (20,345)
======== ======= =======
Loss per share $ (Nil) $ (Nil) $ (Nil)
======== ======= =======
Shares outstanding 150,520,000 150,520,000 150,520,000
=========== =========== ===========
The accompanying notes are an integral part of the
financial statements.
5
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOW
Unaudited
Cumulative
During Nine Months
Development July 31, 2001 October
Stage (unaudited) 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(29,895) $ (9,550) $ (8,815)
Add non-cash items:
Salaries paid with stock 5,432 (697)
Organizational cost amortization 700 - -
Increase in organizational cost (700) - -
-------- -------- --------
Cash used in operations (24,463) (9,550) (9,512)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans-stockholders 31,562 9,550 18,012
Proceeds from issuance of common stock 15,000 - -
Offering costs (22,099) - (8,500)
-------- -------- --------
Cash provided by financing activities 24,463 9,550 9,512
-------- -------- --------
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.
7
4. Due to stockholders
During the first nine months, advances totaling
$9,550 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, 2001, 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.
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, 2001, 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,
2000.
8
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, 2001, 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, 2001, 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
9
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.
10
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: September 11, 2001 /s/ Raphael M. Solot
-----------------------
By: Raphael M. Solot
President
