FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: 10/31/04
OR
[ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number - 333-44882
Advaxis, Inc.
Formerly Great Expectations and Associates, Inc.
(Exact name of Registrant as specified in its charter)
Colorado 84-1521955
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
212 Carnegie Center
Princeton, NJ 08540
(Address of principal executive offices) (Zip Code)
609-895-7150
(Address and telephone number of registrant's principal executive
offices and principal place of business.)
Securities registered pursuant to
Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act: Common Stock,
$.001 par value
Check whether the Company (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
Yes __x__ No _____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of Company's knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[ x ]
2
The Company's revenues for its most recent fiscal year were $0.00. As
of October 31, 2004 the market value of the Company's voting $.00l par
value common stock held by non-affiliates of the Company was $0.00.
The number of shares outstanding of the Company's only class of common
stock, as of October 31, 2004 was 150,520,000 shares of its common
stock. Check whether the Issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court.
Yes __x__ No _____
No documents are incorporated into the text by reference.
Transitional Small Business Disclosure Format (check one)
Yes No x
-------- --------
3
PART I
ITEM 1. BUSINESS
Advaxis was incorporated under the laws of the State of Colorado on
June 5, 1987 as Great Expectations, Inc. The Company was
administratively dissolved on January 1, 1997 under the Colorado
Corporation Code for failure to file two biannual reports. We filed
for reinstatement on June 18, 1998, filed the past due biannual
reports, paid all fees and penalties and were reinstated on that date
as a corporation in good standing. The Company was required to change
its name to Great Expectations and Associates, Inc. based on the
unavailability of its prior name.
Since 1987, the Company has performed only those administrative
functions necessary in further pursuance of this offering. The Company
is in the early developmental and promotional stages. To date the
Company's only activities have been organizational ones, directed at
developing its business plan and raising its initial capital. We have
not generated any revenues.
The Company has not commenced any commercial operations. The Company
has no employees and owns no real estate. We do not intend to perform
any operations until a merger or acquisition candidate is locates and a
merger or acquisition consummated. The Company can be defined as a
"shell" company whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.
Share Exchange and Reorganization Agreement
On August 26, 2004, the Company entered into a Share Exchange and
Reorganization Agreement with Advaxis, Inc., a Delaware corporation and
the shareholders of Advaxis, pursuant to which Advaxis as a wholly
owned subsidiary. The Share Exchange was completed on November 12,
2004. The Share Exchange provided for the acquisition of all of the
issued and outstanding shares of common stock of Advaxis and Series A
preferred stock of Avaxis in exchange for an aggregate of 15,597,723
shares of authorized, but theretofore unissued, shareholders of common
stock, no par value of the Company (ii) all of the issued and
outstanding warrants to purchase Advaxis capital stock, in exchange for
warrants to purchase 584,885 shares of the Company and (iii) all of the
issued and outstanding options to purchase Advaxis capital stock in
exchange for an aggregate of 2,381,525 options to purchase common stock
of Great Expectation, constituting approximately 96% of the capital
stock of Great Expectation. Prior to the closing of the Acquisition,
the existing shareholders of the Company had each surrendered 99.5% of
the shares of common stock, thus reducing the issued and outstanding
shares of common stock of the Company from 150,520,000 shares to
752,600 shares. Additional 752,600 shares of common stock of the
Company were issued to the financial advisor in connection with the
Acquisition.
4
Advaxis is a development stage biotechnology company utilizing multiple
mechanisms of immunity to develop cancer vaccines that are more
effective and safer than existing vaccines. Advaxis' technology is
embodied in exclusive patent licenses from the University of
Pennsyvania.
Competition
The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture
capital affiliates of large industrial and financial companies, small
investment companies, and wealthy individuals. Many of these entities
will have significantly greater experience, resources and managerial
capabilities than the Company and will therefore be in a better
position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from
other public blind pool companies, many of which may have more funds
available than does the Company.
Employees
The Company is a development stage company and had no employees as of
October 31, 2004. Management expects to use consultants, attorneys
and accountants as necessary, and does not anticipate a need to engage
any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability
will be addressed in connection with the decision whether or not to
acquire or participate in specific business opportunities.
Although there is no current plan with respect to its nature or amount,
we may pay or accrue remuneration for the benefit of, the Company's
officers prior to, or at the same time as the completion of a business
acquisition
ITEM 2. PROPERTIES.
For the year ended October 31, 2004, the Company had a mailing address
at 501 South Cherry St., Suite 610, Denver, Colorado 80246, phone
number is (303) 320-0066. Other than this mailing address, The
Company did not have any other office facilities. We do not
anticipate the need for office facilities at any time in the
foreseeable future. The Company pays no rent or other fees for the use
of this mailing address.
As of November 11, 2004, the Company's executive address was changed to
212 Carnegie Center, Princeton, NJ 08540 - telephone 609-895-7150.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any legal proceedings at this date.
5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the fourth quarter of the fiscal year ended October 31, 2004, no
matters were submitted to a vote of the Company's security holders,
through the solicitation of proxies.
6
PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market Information. The Company's common stock is not listed in the
pink sheets or in the OTC Bulletin Board maintained by the NASD.
Holders. The approximate number of holders of record of the Company's
no par value common stock, as of January 15, 2005 was 71.
Dividends. Holders of the Company's common stock are entitled to
receive such dividends as may be declared by its board of directors.
Tradability. We do not meet the requirements for our stock to be
quoted on NASDAQ and the tradability in our stock will be limited under
the penny stock regulation.
If the trading price of our common stock is less than $5.00 per share,
trading in the common stock would also be subject to the requirements
of Rule 15g-9 under the Exchange Act. Under this rule, broker/dealers
who recommend low-priced securities to persons other than established
customers and accredited investors must satisfy special sales practice
requirements. The broker/dealer must make an individualized written
suitability determination for the purchaser and receive the purchaser's
written consent prior to the transaction.
SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock", including the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the
penny stock market and its associated risks. Such requirements severely
limit the liquidity of the common stock in the secondary market because
few broker or dealers are likely to undertake such compliance
activities. Generally, the term penny stock refers to a stock with a
market price of less than $5.00 per share.
ITEM 6. 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.
Great Expectation's balance sheet as of October 31, 2004, 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.
7
For the years ended October 31, 2004 and 2003, the Company did not
pursue any investing activities.
For the year ended October 31, 2004, the Company received stockholders
loans of $30,814 resulting in net cash provided by financing activities
of $30,814.
For the year ended October 31, 2003, the Company received stockholders
loans of $9,825 resulting in cash flow provided by financing activities
of $9,825.
Results of Operations
During the period from June 5, 1987 (inception) through October 31,
2004, the Company engaged in no significant operations other than
organizational activities, acquisition of capital, preparation for
registration of its securities under the Securities Exchange Act of
1934, as amended and negotiations with potential merger candidates.
No revenues were received by the Company during this period. The
registration statement was declared effective on September 10, 2001.
For the year ended October 31, 2004, the Company had expenses of
$30,814 consisting of salaries of $2,000, office supplies and expense
of $426, legal expenses of $19,260, travel of $2,375, transfer fees of
$(484), marketing of $1,647 and accounting expense of $5,600.
For the year ended October 31, 2003, the Company had expenses of $9,825
consisting of office supplies and expense of $50, legal fees of $6,174
relating to negotiations with potential merger candidates and
preparation of SEC filings, transfer fees of $751, filing fees of $250
and accounting expense of $2,600.
The increase in expenses in 2004 compared to 2003 were directly related
to a failed merger attempt, increased SEC filing preparation costs and
negotiating the agreement with Advaxis.
For the current fiscal year, the Company anticipates incurring a loss
as a result of expenses associated with periodic filings required 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, 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.
The Company 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 the Company is able to complete a
business combination during this period, it
8
anticipates that our existing capital will not be sufficient to allow
us to accomplish the goal of completing a business combination. The
Company 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, the Company'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 the
Company to allow us to cover our expenses. Even if the Company's cash
assets prove to be inadequate to meet Great Expectation's operational
needs, the Company 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.
9
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Great Expectations and Associates Inc.
Denver, Colorado
We have audited the accompanying balance sheet of Great Expectations
and Associates Inc. (a development stage enterprise) as of October 31,
2004, and the related statements of stockholders' equity, loss and
accumulated deficit, and cash flows for the period from the date of
inception (June 5, 1987) to October 31, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides 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 Great
Expectations and Associates Inc., as of October 31, 2004, the changes
in its stockholders' equity, the results of its operations and its cash
flows for the period then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 6
to the financial statements, 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. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Denver, Colorado
December 27, 2004
Tannenbaum & Company P.C.
10
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
October 31, 2004
October
31, 2004
ASSETS
CURRENT ASSETS
Cash $ -
----------
Total current assets -
Other Assets
Deferred offering costs (Note 1) 22,099
----------
Total other assets 22,099
----------
Total assets $ 22,099
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to stockholders (Note 4) $ 81,452
----------
Total current liabilities 81,452
STOCKHOLDERS' EQUITY
Common stock, no par value, 500,000,000
shares authorized;150,520,000 shares issued
and outstanding (Note 1) 20,432
Deficit accumulated during the development stage (79,785)
----------
Total stockholders' equity (59,353)
----------
Total liabilities and stockholders' equity $ 22,099
==========
The accompanying notes are an integral part of the financial
statements.
11
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
For the period from inception (June 5, 1987) to October 31, 2004
Inception
to October October
31, 2004 31, 2004
---------- ----------
Revenue
Interest Income $ 166 $ -
---------- ----------
Total revenue 166 -
Other expense
Amortization 700 -
Rent 4,512 -
Salaries (Note 3) 8,129 2,000
Office supplies and expense 5,107 426
Legal 32,999 19,250
Travel 3,810 2,375
Escrow fees 1,500 -
Transfer fees 3,567 (484)
Filing fees 4,825 -
Marketing 1,647 1,647
Accounting 13,155 5,600
---------- ----------
Total expense 79,951 30,814
---------- ----------
NET LOSS (79,785) (30,814)
Accumulated deficit
Balance, beginning of period - (48,971)
Balance, end of period $ (79,785) $ (79,785)
---------- ----------
Loss per share $ (Nil) $ (Nil)
========== ==========
Shares outstanding 150,520,000 150,520,000
=========== ===========
The accompanying notes are an integral part of the financial
statements.
12
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS EQUITY
For the period from inception (June 5, 1987) to October 31, 2004
Total
Common stock Accumulated Stock-
Number Accumulated holders'
of shares Amount deficit equity
---------- ---------- ---------- ----------
Balance, June 5, 1987 - $ - $ - $ -
Issuance of stock for cash
July 1987 ($.00005 per share) 67,000,000 3,000 - 3,000
Issuance of stock for cash
July 1987 ($.0017 per share) 7,200,000 12,000 - 12,000
Issuance of stock for services (Note 3)
July 1987 ($.0017 per share) 1,000,000 1,666 - 1,666
Issuance of stock for services (Note 3)
March 1998 ($.00005 per share) 75,320,000 3,766 - 3,766
Net loss for the period inception
to October 31, 1998 - - (10,833) (10,833)
---------- ---------- ---------- ----------
Balance, October 31, 1998 150,520,000 20,432 (10,833) 9,599
Issuance of stock for services (Note 3)
October 1999 ($.00005 per share) 7,300,000 326 - 326
Issuance of stock for services (Note 3)
October 1999 ($.00005 per share) 7,300,000 326 - 326
Issuance of stock for services (Note 3)
October 1999($.00005 per share) 1,000,000 45 - 45
Net loss for the period October 31, 1999 - (697) (697)
---------- ---------- ---------- ----------
Balance, October 31, 1999 166,120,000 $ 21,129 $ (11,530) $ 9,599
Net loss for the period October 31, 2000 (8,815) (8,815)
Treasury stock (15,600,000) (697) - (697)
Balance, October 31, 2000 150,520,000 $ 20,432 $ (20,345) $ 87
Net loss for the period October 31, 2001 - - (11,742) (11,742)
---------- ---------- ---------- ----------
Balance, October 31, 2001 150,520,000 20,432 (32,087) (11,655)
13
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
CONTINUED STATEMENT OF STOCKHOLDERS EQUITY
For the period from inception (June 5, 1987) to October 31, 2004
Total
Common stock Accumulated Stock-
Number Accumulated holders'
of shares Amount deficit equity
---------- ---------- ---------- ----------
Net loss for the period October 31, 2002 - - (7,059) (7,059)
---------- ---------- ---------- ----------
Balance, October 31, 2002 150,520,000 20,432 (39,146) (18,714)
----------- ---------- ---------- ----------
Net loss for the period October 31, 2003 - - (9,825) (9,825)
---------- ---------- ---------- ----------
Balance, October 31, 2003 150,520,000 20,432 (48,971) (28,539)
----------- ---------- ---------- ----------
Net loss for the period October 31, 2004 - - (30,814) (30,814)
---------- ---------- ---------- ----------
Balance, October 31, 2004 150,520,000 $ 20,432 $ (79,785) $ (59,353)
=========== ========== ========== ==========
The accompanying notes are an integral part of the financial
statements.
14
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
For the periods ended October 31, 2004
Inception
to October October
31, 2004 31, 2004
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (79,785) $ (30,814)
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 (74,353) (30,814)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans-stockholders (Note 4) 81,334 30,814
Proceeds from issuance of common stock 15,000 -
Offering costs (Note 1) (22,099) -
Treasury stock - -
---------- ----------
Cash provided by financing activities 74,235 30,814
---------- ----------
Net increase (decrease) in cash - -
Cash, beginning of periods - -
---------- ----------
Cash, end of periods $ - $ -
========== ==========
The accompanying notes are an integral part of the financial
statements.
15
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
October 31, 2004
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.
4. Due to stockholders
From inception to October 31, 2004 year advances totaling $81,334 were
made to the Company by stockholders. There are no specific repayment
terms and no interest is charged.
16
5. Management representation
For the period ended October 31, 2004 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.
7. Subsequent Event
On November 12, 2004, Great Expectations and Associates, Inc ("the
Company") acquired Advaxis, Inc., a Delaware corporation ("Advaxis"),
through a share exchange and reorganization (the "Acquisition"),
pursuant to which Advaxis became a wholly-owned subsidiary of the
Company, and acquired (i) all of the issued and outstanding shares of
common stock of Advaxis and Series A Preferred Stock of Advaxis in
exchange for an aggregate of 15,597,723 shares of authorized, but
theretofore unissued, shares of common stock, no par value, of the
Company, (ii) all of the issued and outstanding warrants to purchase
Advaxis capital stock, in exchange for warrants to purchase 584,885
shares of the Company, and (iii) all of the issued and outstanding
options to purchase Advaxis capital stock in exchange for an aggregate
of 2,381,525 options to purchase common stock of the Company,
constituting approximately 96 percent of the capital stock of the
Company prior to the issuance of shares of Common Stock of the Company
in the private placement described below. Prior to the closing of the
Acquisition, the existing shareholders of the Company had each
surrendered 99.5 percent of the shares of common stock, thus reducing
the issued and outstanding shares of Common Stock of the Company from
150,520,000 shares to 752,600 shares. Additionally, 752,600 shares of
Common Stock of the Company were issued to the financial advisor in
connection with the Acquisition. Pursuant to the Acquisition there are
17,102,923 common shares outstanding in the Company.
On November 12, 2004, the Company sold to accredited investors at an
initial closing of a private placement offering 117 Units at $25,000
per Unit for an aggregate purchase price of $2,925,000. The Company
issued to the Placement Agent and/or its designees an aggregate of
2,057,160 shares of Common Stock and warrants to acquire up to an
aggregate of 2,038,328 shares of Common Stock.
On December 9, 2004, the Company sold to accredited investors at a
second closing of the private placement offering 8 Units at $25,000 per
Unit for an aggregate purchase price of $200,000. The Company issued
to the Placement Agent and/or its designees an aggregate of 137,979
shares of Common Stock and warrants to acquire up to an aggregate of
139,373 shares of Common Stock.
Each Unit is comprised of (i) 87,108 shares of Common Stock, no par
value, of the Company ("Common Stock") and (ii) a 5-year Warrant (each
a "Warrant" and collectively the "Warrants) to purchase 87,108 shares
17
of Common Stock at an exercise price of $0.40 per share. At the Initial
Closing, the accredited investors received an aggregate of 10,191,638
shares of Common Stock and Warrants to purchase 10,191,638 shares of
Common Stock. In addition, on November 12, 2004, $595,000 aggregate
principal amount of convertible promissory notes of Advaxis ("Advaxis
Notes") including accrued interest were converted into Units on the
same terms as the Units sold. The holders of the Advaxis Notes
received an aggregate of 2,136,441 shares of Common Stock and warrants
to purchase 2,136,441 shares of Common Stock upon conversion of the
Advaxis Notes plus accrued interest thereon. As of September 30, 2004
such convertible notes including accrues interest amounted to $580,190.
Pursuant to the Acquisition and the first and second closing of the
private placement there are 32,323,004 common shares outstanding in the
Company.
18
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Great Expectations and Associates Inc.
Englewood, Colorado
We have audited the accompanying balance sheet of Great Expectations
and Associates Inc. (a development stage enterprise) as of October 31,
2003, and the related statements of stockholders' equity, loss and
accumulated deficit, and cash flows for the period from the date of
inception (June 5, 1987) to October 31, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides 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 Great
Expectations and Associates Inc., as of October 31, 2003, the changes
in its stockholders' equity, the results of its operations and its cash
flows for the period then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 6
to the financial statements, 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. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Denver, Colorado
January 26, 2004
Tannenbaum & Company P.C.
19
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
October 31, 2003
October
31, 2003
----------
ASSETS
CURRENT ASSETS
Cash $ -
----------
Total current assets -
Other Assets
Deferred offering costs (Note 1) 22,099
----------
Total other assets 22,099
----------
Total assets 22,099
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to stockholders (Note 4) $ 50,638
----------
Total current liabilities 50,638
STOCKHOLDERS' EQUITY
Common stock, no par value, 500,000,000 shares
authorized;150,520,000 shares issued and
outstanding (Note 1) 20,432
Deficit accumulated during the development stage (48,971)
----------
Total stockholders' equity (28,539)
----------
Total liabilities and stockholders' equity $ 22,099
==========
The accompanying notes are an integral part of the financial
statements.
20
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
For the period from inception (June 5, 1987) to October 31, 2003
Inception
to October October
31, 2003 31, 2003
---------- ----------
Revenue
Interest Income $ 166 -
---------- ----------
Total revenue 166 -
Other expense
Amortization 700 -
Rent 4,512 -
Salaries (Note 3) 6,129 -
Office supplies and expense 4,681 50
Legal 13,749 6,174
Travel 1,435 -
Escrow fees 1,500 -
Transfer fees 4,051 751
Filing fees 4,825 250
Accounting 7,555 2,600
---------- ----------
Total expense 49,137 9,825
---------- ----------
NET LOSS (48,971) (9,825)
Accumulated deficit
Balance, beginning of period - (39,146)
---------- ----------
Balance, end of period $ (48,971) $ (48,971)
========== ==========
Loss per share $ (Nil) $ (Nil)
========== ==========
Shares outstanding 150,520,000 150,520,000
=========== ===========
The accompanying notes are an integral part of the financial
statements.
21
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (June 5, 1987) to October 31, 2003
Total
Common Stock Stock-
Number Accumulated holders'
of shares Amount Deficit Equity
---------- ---------- ---------- ----------
Balance, June 5, 1987 $ - $ - $ -
Issuance of stock for cash
July 1987 ($.00005 per share) 67,000,000 3,000 - 3,000
Issuance of stock for cash
July 1987 ($.0017 per share) 7,200,000 12,000 - 12,000
Issuance of stock for services
(Note 3) July 1987
($.0017 per share) 1,000,000 1,666 - 1,666
Issuance of stock for services
(Note 3) March 1998
($.00005 per share) 75,320,000 3,766 - 3,766
Net loss for the period inception
to October 31, 1998 - - (10,833) (10,833)
----------- ---------- ---------- ----------
Balance, October 31, 1998 150,520,000 20,432 (10,833) 9,599
Issuance of stock for services
(Note 3) October 1999
($.00005 per share) 7,300,000 326 - 326
Issuance of stock for services
(Note 3) October 1999
($.00005 per share) 7,300,000 326 - 326
Issuance of stock for services
(Note 3) October 1999
($.00005 per share) 1,000,000 45 - 45
Net loss for the period
October 31, 1999 - - (697) (697)
----------- ---------- ---------- ----------
Balance, October 31, 1999 166,120,000 $ 21,129 $ (11,530) $ 9,599
Net loss for the period
October 31, 2000 - - (8,815) (8,815)
Treasury stock (15,600,000) (697) - (697)
----------- ---------- ---------- ----------
Balance, October 31, 2000 150,520,000 $ 20,432 $ (20,345) $ 87
22
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from inception (June 5, 1987) to October 31, 2003
(Continued)
Total
Common Stock Stock-
Number Accumulated holders'
of shares Amount Deficit Equity
---------- ---------- ---------- ----------
Net loss for the period
October 31, 2001 - - (11,742) (11,742)
----------- ---------- ---------- ----------
Balance, October 31, 2001 150,520,000 20,432 (32,087) (11,655)
Net loss for the period
October 31, 2002 - - (7,059) (7,059)
----------- ---------- ---------- ----------
Balance, October 31, 2002 150,520,000 20,432 (39,146) (18,714)
Net loss for the period
October 31, 2003 - - (9,825) (9,825)
----------- ---------- ---------- ----------
Balance, October 31, 2003 150,520,000 20,432 (48,971) (28,539)
=========== ========== ========== ==========
The accompanying notes are an integral part of the financial
statements.
23
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
For the periods ended October 31, 2003
Inception
to October October
31, 2003 31, 2003
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (48,971) $ (9,825)
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 (43,539) (9,825)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans-stockholders (Note 4) 50,638 9,825
Proceeds from issuance of common stock 15,000 -
Offering costs (Note 1) (22,099) -
Treasury stock - -
---------- ----------
Cash provided by financing activities 43,539 9,825
---------- ----------
Net increase (decreease) in cash - -
Cash, beginning of periods - -
---------- ----------
Cash, end of periods $ - $ -
========== ==========
The accompanying notes are an integral part of the financial
statements.
24
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
October 31, 2003
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.
4. Due to stockholders
During the fiscal year advances totaling $50,638 were made to the
Company by stockholders. There are no specific repayment terms and no
interest is charged.
25
5. Management representation
For the period ended October 31, 2003 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.
26
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have not been any changes in or disagreements with accountants on
accounting and financial disclosure.
ITEM 8A CONTROLS and PROCEDURES
Evaluation of Great Expectation's Disclosure Controls. As of the end
of the period covered by this Annual Report on Form 10-KSB, Great
Expectation's principal executive officer and principal financial
officer have evaluated the effectiveness of Great Expectation's
"disclosure controls and procedures" ("Disclosure Controls").
Disclosure Controls, as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are procedures
that are designed with the objective of ensuring that information
required to be disclosed in our reports filed under the Exchange Act,
such as this Annual Report, is recorded, processed, summarized and
reported within the time periods specified in the Securities and
Exchange Commission's (SEC) rules and forms. Disclosure Controls are
also designed with the objective of ensuring that such information is
accumulated and communicated to our management, including the CEO and
CFO, as appropriate to allow timely decisions regarding required
disclosure.
Great Expectation's management, including the CEO and CFO, does not
expect that our Disclosure Controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the company have
27
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The principal executive officers and directors of The Company are
Name Position Term of office
Frederick W. Mahlke President/Treasurer July 1987
Director to present
Daniel A. Unrein, Jr. Vice President/Secretary August 13,2004
Director to present
Only Mr. Mahlke has been involved with prior blank check companies.
The directors serve until the next annual meeting of Great
Expectation's stockholders. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated.
Subsequent to the October 31, 2004 year end, the officers and directors
resigned and new directors were elected and new officers were appointed
upon completion of the acquisition of Advaxis, Inc. See Form 8-K
filed November 18, 2004.
There is no arrangement or understanding between the directors and
officers of The Company and any other person under which any director
or officer was or is to be selected as a director or officer. The
directors and officer of The Company will devote their time to Great
Expectation's affairs on an "as needed" basis. As a result, the actual
amount of time which they will devote to Great Expectation's affairs is
unknown and is likely to vary substantially from month to month.
Biographical Information
Frederick W. Mahlke. Mr. Malhke has served as a Director of The
Company since July 1987. From November 1979 to present, Mr. Mahlke
has been President of Cumberland Sales and management of Denver,
Colorado, a commercial and residential management company. For the
past ten years, Mr. Mahlke has also worked as a Colorado court-
appointed receiver on over forty properties and has also been appointed
receiver for two California properties.
Mr. Mahlke's prior experience with blank check companies. Mr. Mahlke
was a director of Deversified Management Acquisitions II, Inc.
Deversified Management Acquisitions II, Inc. completed an offering on
From S-18 dated June 19, 1988. Deversified Management Acquisitions
II, Inc. merged with Constellation Development, Inc. (33-16885-1) in
March 1989. Mr. Mahlke resigned from Deversified Management
Acquisitions II, Inc. simultaneously with its merger with Constellation
28
Development, Inc. Thereafter, Constellation Development, Inc. merged
with Carpet Holdings, Inc. Constellation Development, Inc. was an
English real estate development and acquisition company with real
estate holdings in Liverpool, England consisting of a shopping center.
Carpet Holdings, Inc. was a carpet wholesaler located in Dalton,
Georgia.
Daniel Unrein. Mr. Unrein has served as vice president, secretary and
director of The Company since August 13, 2004. Mr. Unrein served as
the secretary and treasurer of The Company from June 1987 to September
1999. From 1993 to the present, Mr. Unrein has been a ramp attendant
at the United Airlines Denver hub.
Great Expectation's officers and directors may elect, in the future, to
form one or more additional shell companies with a business plan
similar or identical to that of The Company. Any such additional shell
companies would also be in direct competition with The Company for
available business opportunities.
We do not have a procedure in place that would allow these individuals
to resolve potential conflicts in an arms-length fashion. They will
be required to use their discretion to resolve them in a manner that
they consider appropriate. Great Expectation's officers and directors
may actively negotiate or otherwise consent to the purchase of a
portion of his common stock as a condition to, or in connection with, a
proposed merger or acquisition transaction.
We anticipate that a substantial premium over the initial cost of such
shares may be paid by the purchaser at the same time as any sale of
shares by Great Expectation's officers and directors which is made as a
condition to, or in connection with, a proposed merger or acquisition
transaction. The fact that a substantial premium may be paid to Great
Expectation's officers and directors to acquire their shares creates a
potential conflict of interest for them in satisfying their fiduciary
duties to The Company and its other shareholders. Even though such a
sale could result in a substantial profit to them, they would be
legally required to make the decision based upon the best interests of
The Company and Great Expectation's other shareholders, rather than
their own personal pecuniary benefit.
ITEM 10. EXECUTIVE COMPENSATION
Other than described below, no compensation was awarded to, earned by,
or paid in the last three years.
Although there is no current plan in existence, it is possible that The
Company will adopt a plan to pay or accrue compensation to its officers
and directors for services related to seeking business opportunities
and completing a merger or acquisition transaction. The Company has
no stock option, retirement, pension, or profit-sharing programs for
the benefit of directors, officers or other employees, but the board of
directors may recommend adoption of one or more such programs in the
future.
29
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the number of shares of common stock
owned of record and beneficially by executive officers, directors and
persons who hold 5.0% or more of the outstanding common stock of The
Company. Also included are the shares held by all executive officers
and directors as a group.
Name and Address Number of Percentage Percentage
Shares Outstanding of Shares of Shares
Outstanding After Offering
Frederick W. Mahlke(1) 500,000 .30% .30%
4105 S. Florida Avenue
Suite 100
Denver, Colorado 80222
Daniel A. Unrein, Jr. 500,000 .30% .30%
3335 South Ammons Street
Lakewood, CO 80227-4940
Officers and Directors as a group
(2 persons) 1,000,000 .60% .60%
Miles Wynn 139,340,000 83.88% 83.38%
3679 South Dawson Street
Aurora, Colorado 80014
(1)Mr. Mahlke and Mr. Unrein are officers and directors of The Company
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of October 31, 2004, there were advances from shareholders totaling
$81,334 were made to The Company by stockholders. There are no
specific repayment terms and no interest is charged.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
List of Exhibits
The following exhibits are filed with this report:
None
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees. The Company incurred aggregate fees and expenses of $1,500
and $1,000, respectively, from Tannenbaum & Company P.C. for the fiscal
years 2004 and 2003 annual audit and for review of the Company's
consolidated financial statements included in its Forms 10-QSB for the
2004 and 2003 fiscal year.
30
Tax Fees. Great Expectation did not incur any tax fees to Tannenbaum
& Company P.C. for the fiscal years 2004 and 2003 for professional
services rendered for tax compliance, tax advice, and tax planning.
All Other Fees. During the 2004 and 2003 fiscal years, the Company
incurred aggregate fees and expenses of $0 and $600 from Tannenbaum &
Company P.C. for all other services consisting of other fees and
expenses of $0 and $600, respectively. Audit-related fees and expenses
were for the audit of the Company's accounting consultation and
consents. Other fees and expenses were primarily for tax compliance
and tax consultation.
The Audit Committee considered whether, and determined that, the
auditor's provision of non-audit services was compatible with
maintaining the auditor's independence. All of the services described
above for fiscal year 2004 and 2003 were approved by the Audit
Committee pursuant to its policies and procedures. The Company intends
to continue using Tannenbaum & Company P.C. solely for audit and audit-
related services, tax consultation and tax compliance services, and, as
needed, for due diligence in acquisitions.
31
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.
Date: January 24, 2004
ADVAXIS, INC.
/s/ J. Todd Derbin
- --------------------
By: J. Todd Derbin, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.
/s/J. Todd Derbin, Principal Executive Officer January 24, 2005
- -------------------- Director
/s/Roni A. Appel Chief Financial Officer Secretary January 24, 2005
- -------------------- Director
/s/Dr. James Patton Director January 24, 2005
- --------------------
Dr. James Patton
/s/Dr. Thomas McKearn Director January 24, 2005
- --------------------
Dr. Thomas McKearn
/s/Dr. Steven Roth Director January 24, 2005
- --------------------
Dr. Steven Roth
/s/Scott Flamm Director January 24, 2005
- ---------------------
Scott Flamm
CERTIFICATIONS I, J. Todd Derbin, certify that: 1. I have reviewed this annual report on Form 10KSB of Advaxis, formerly Great Expectations and Associates, Inc. 2. Based on my knowledge, the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 24, 2005 /s/J. Todd Derbin Chief Executive Officer
CERTIFICATIONS I, Roni Appel, certify that: 1. I have reviewed this annual report on Form 10KSB of Advaxis, formerly Great Expectations and Associates, Inc. 2. Based on my knowledge, the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: January 24, 2005 /s/Roni Appel Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Advaxis, Inc., formerly Great
Expectations & Associates, Inc. (the "Company") on Form 10-KSB for the
year ended October 31, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, J. Todd Derbin, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of
operations of the Company.
/s/J. Todd Derbin
- -----------------------------
J. Todd Derbin
Chief Executive Officer
January 24, 2005
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Advaxis, Inc., formerly Great
Expectations & Associates, Inc. (the "Company") on Form 10-KSB for the
year ended October 31, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Roni Appel, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of
operations of the Company.
/s/Roni Appel
- -----------------------------
Roni Appel
Chief Finanial Officer
January 24, 2005