SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FORM 10Q
FOR THE QUARTER ENDED APRIL 30, 2002
COMMISSION FILE NUMBER 0001084937
GREAT EXPECTATION 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______ 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 No.
Item 1.
Balance Sheet 3
Statements of Loss and Accumulated Deficit 4
Statement of Stockholders' Equity 5
Statements of Cash Flows 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Part II None
Signatures 8
3
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
April October
30, 2002 31, 2001
----------- ----------
(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) $ 37,738 $ 33,754
--------- ---------
Total current liabilities 37,738 33,754
STOCKHOLDERS' EQUITY
Common stock, no par value, 500,000,000
shares authorized;166,120,000 shares
issued and outstanding (Note 1) 20,432 20,432
Deficit accumulated during the
development stage (36,071) (32,087)
--------- ---------
Total stockholders' equity (15,639) (11,655)
--------- ---------
Total liabilities and
stockholders' equity $ 22,099 $ 22,099
========= =========
The accompanying notes are an integral
part of the financial statements.
4
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
Cumulative Six Months Six Months
During Ended Ended
Development 30-Apr-02 30-Apr-01
Stage
--------- --------- ---------
Revenue
Interest Income $ 166 - -
------ ------ ------
Total revenue 166
Other expense
Amortization 700
Rent 4,512
Salaries (Note 3) 6,129
Office supplies and expense 4,631 84 60
Legal 5,800 1,800 1,000
Travel 1,435
Escrow fees 1,500 1,500
Transfer fees 2,400 900 1,050
Filing fees 4,575
Accounting 4,555 1,200 1,400
------- ------ ------
Total expense 36,237 3,984 5,010
------- ------ ------
NET LOSS (36,071) (3,984) (5,010)
------- ------ ------
Accumulated deficit
Balance, beginning of period - (32,087) (19,648)
------- ------ ------
Balance, end of period $ (36,071) (36,071) (24,658)
========= ====== ======
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 FLOWS
Cumulative
During Three Months Three Months
Development Ended Ended
Stage 30-Apr-02 30-Apr-01
----------- ------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (36,071) $ (3,984) $ (5,010)
Add non-cash items:
Salaries paid with stock (Note 3) 5,432 - -
Organizational cost amortization 700 - -
Increase in organizational cost (700) - -
--------- -------- --------
Cash used in operations (30,639) (3,984)
(5,010)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans-stockholders (Note 4) 37,738 3,984 5,010
Proceeds from issuance of common stock 15,000 - -
Offering costs (22,099) - -
-------- -------- --------
Cash provided by financing activities 30,639 3,984 5,010
-------- -------- --------
Net increase (decreease) in cash - - -
Cash, beginning of periods - - -
-------- -------- --------
Cash, end of periods $ - - -
======== ======== ========
The accompanying notes are an integral
part of the financial statements.
7
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
by stockholders. The total amount since inception
totals $37,738. There are no specific repayment
terms and no interest is charged.
Management representation
For the three months ended April 30, 2002
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.
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 April 30, 2002, 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, 2001.
8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
The Company remains in the development stage and,
since inception, has experienced no significant
change in liquidity or capital resources. The
Company's balance sheet as of April 30, 2002,
reflects a current asset value of $0, and a total
asset value of $22,099 in the form of deferred
offering costs. The Company will carry out its
plan of business as discussed above. The Company
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 the Company may eventually acquire.
Pursuant to its public offering under Rule 419,
the Company has sold common shares that are held
in escrow until an acquisition is consummated and
approved by the investors. These common shares
are not included in the financial statements for
the quarter ended April 30, 2002.
Results of Operations
During the period from June 5, 1987 (inception)
through April 30, 2002, the Company 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 the Company
during this period.
For the current fiscal year, the Company
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. The Company anticipates
that until a business combination is completed
with an acquisition candidate, it 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.
9
Need for Additional Financing
The Company believes that its existing capital
will not be sufficient to meet the Company'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 the Company is able to complete a
business combination during this period, it
anticipates that its existing capital will not be
sufficient to allow it to accomplish the goal of
completing a business combination. The Company
will depend on additional advances from
stockholders. There is no assurance, however,
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, the Company's needs for additional
financing are likely to increase substantially. No
commitments to provide additional funds have been
made by management or other stockholders.
Accordingly, there can be no assurance that any
additional funds will be available to the Company
to allow it to cover its expenses. Irrespective of
whether the Company's cash assets prove to be
inadequate to meet the Company's operational
needs, the Company might seek to compensate
providers of services by issuances of stock in
lieu of cash.
Great Expectations and Associates, Inc.
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.
By: /s/Dianne Vandenberg Date: June 15, 2002
---------------------
Dianne Vandenberg
president
