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, 2002
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:
150,120,000 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
3
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
July 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) $ 38,388 $ 33,754
-------- --------
Total current liabilities 38,388 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 (36,721) (32,087)
-------- --------
Total stockholders' equity (16,289) (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)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
For the period from inception (June 5, 1987)
to July 31, 2002
Cumulative Nine Months Nine Months
During Ended Ended
Development 31-Jul-02 31-Jul-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 2,850 1,350 1,500
Filing fees 4,575 - 3,490
Accounting 4,755 1,400 2,000
-------- -------- --------
Total expense 36,887 4,634 9,550
-------- -------- --------
NET LOSS (36,721) (4,634) (9,550)
-------- -------- --------
Accumulated deficit
Balance, beginning of period - (32,087) (20,345)
-------- -------- --------
Balance, end of period $(36,721) $(36,721) $(29,895)
======== ======== ========
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 Nine Months Nine Months
During Ended Ended
Development 31-Jul-02 31-Jul-01
Stage
------------- ------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (36,721) $ (4,634) $ (9,550)
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 (31,289) (4,634) (9,550)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans-stockholders
(Note 4) 38,388 4,634 9,550
Proceeds from issuance of common
stock 15,000 - -
Offering costs (22,099) - -
-------- -------- --------
Cash provided by financing
activities 31,289 4,634 9,550
Net increase (decrease) in cash - - -
Cash, beginning of periods - - -
-------- -------- --------
Cash, end of periods $ - $ - $ -
======== ======== ========
6
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
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.
Income taxes
Since its inception, the Company has incurred a
net operating loss. Accordingly, no provision
has been made for income taxes.
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
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
Due to stockholders
During the nine months ended July 31, 2002,
advances totaling $4,634 were made to the
Company by stockholders. The total amount since
inception totals $38,388. There are no specific
repayment terms and no interest is charged.
Management representation
For the nine months ended July 31, 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.
Note 1. 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, 2002, and the results of operations and cash
flows for the nine months 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 July 31, 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 which 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 July 31, 2002.
Results of Operations
During the period from June 5, 1987 (inception)
through July 31, 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.
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 12, 2002
/s/ Raphael M. Solot
- -------------------------
By: Raphael M. Solot, President