SEC Filing - Ayala Pharmaceuticals

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LOW NATHAN A

(Last)

(First)

(Middle)

641 LEXINGTON AVENUE, 25 TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2004

3. Issuer Name and Ticker or Trading Symbol
GREAT EXPECTATIONS & ASSOCIATES INC [ GXPT.PK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,023,793	D
Common Stock	383,275	I	Sunrise Securities Corp.⁽²⁾
Common Stock	71,498	I	Sunrise Foundation Trust⁽³⁾
Common Stock	1,742,160	I	Sunrise Equity Partners, LP⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽⁴⁾	11/12/2009	Common Stock	1,742,160	0.4	I	Sunrise Equity Partners, LP⁽¹⁾
Warrants	⁽⁵⁾	11/12/2009	Common Stock	670,731	0.287	D
Warrants	⁽⁶⁾	11/12/2009	Common Stock	348,432	0.287	I	Sunrise Securities Corp.⁽²⁾

Explanation of Responses:

1. The reporting person is a manager of Level Counter, LLC, which serves as the general partner of Sunrise Equity Partners, LP. The reporting person disclaims beneficial ownership of the securities held by Sunrise Equity Partners, LP, except to the extent of his pecuniary interest therein.

2. The reporting person is the president and sole director and stockholder of Sunrise Securities Corp.

3. The reporting person is a trustee of Sunrise Foundation Trust, a charitable trust. The reporting person disclaims beneficial ownership of the securities held by Sunrise Foundation Trust.

4. The warrants were issued on November 12, 2004 and are immediately exercisable, subject to certain so-called "blocker" or "capitalization cap" limitations on exercise. As of the date of this filing, none of such warrants are exercisable.

5. The warrants were issued on November 12, 2004 and are immediately exercisable, subject to certain so-called "blocker" or "capitalization cap" limitations on exercise. As of the date of this filing, none of such warrants are exercisable.

6. The warrants were issued on November 12, 2004 and are immediately exercisable, subject to certain so-called "blocker" or "capitalization cap" limitations on exercise. As of the date of this filing, all of such warrants are exercisable.

	/s/ Nathan A. Low	11/22/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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