SECURTIES 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 APRIL 30, 2001
COMMISSION FILE NUMBER 0001084937
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: 166,120,000 shares.
3
Great Expectations and Associates, Inc.
Index
Part I Financial Information Page Number
Item 1.
Balance Sheet 2
Statements of Loss and Accumulated Deficit 3
Statement of Stockholders' Equity 4
Statements of Cash Flows 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
Part II None
Signatures 7
Great Expectations
Balance Sheet
As of April 30, 2001
And October 31, 2000
(Unaudited)
April October
30, 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) $ 26,325 21,315
--------- -------
Total current liabilities 26,325 21,315
STOCKHOLDERS' EQUITY
Common stock, no par value, 500,000,000
shares authorized;166,120,000 shares
issued and outstanding (Note 1) 21,129 21,129
Treasury stock -697 -697
Deficit accumulated during
the development stage (24,658) (19,648)
Total stockholders' equity -4,226 784
-------- -------
Total liabilities and stockholders'
Equity $ 22,099 $ 22,099
-------- ---------
The accompanying notes are an integral part of the financial statements.
Great Expectations
Statement of Operations
For The Six Months ended April 30, 2001 and April 30, 2000
(Unaudited)
Cumulative Six Months Six Months
During Ended Ended
Development 30-Apr-01 30-Apr-00
Stage
Revenue
Interest Income $ 166 - -
------- ----- -----
Total revenue 166 - -
Other expense
Amortization 700 - -
Rent 6,650 - -
Salaries (Note 3) 5,432 - -
Office supplies and expense 2,172 60 2,450
Legal 2,500 1,000 -
Travel 1,435 - -
Escrow fees 1,500 1,500 -
Transfer fees 1,050 1,050 -
Filing fees 1,030 - -
Accounting 2,355 1,400 200
-------- ------- -------
Total expense 24,824 5,010 2,650
-------- ------- -------
NET LOSS (24,658) (5,010) 0
-------- ------- -------
Accumulated deficit
Balance, beginning of period - (19,648) (11,530)
-------- ------- -------
Balance, end of period $(24,658) (24,658) (14,180)
-------- ------- -------
Loss per share $ (Nil) $ (Nil) $ (Nil)
-------- ------- -------
Shares outstanding 150,520,000 150,520,000 166,120,000
The accompanying notes are an integral part of the financial statements.
Great Expectations
Statement of Operations
For The Six Months ended April 30, 2001 and April 30, 2000
(Unaudited)
Cumulative Six Months Six Months
During Ended Ended
Development 30-Apr-01 30-Apr-00
Stage
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (24,658) $ (5,010) $ (2,650)
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 (19,226) (5,010) (2,650)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans-stockholders (Note 4) 26,325 5,010 11,150
Proceeds from issuance of common stock 15,000 - -
Offering costs (22,099) - (8,500)
--------- ------- --------
Cash provided by financing activities 19,226 5,010 2,650
-------- ------- --------
Net increase (decreease) in cash - - -
Cash, beginning of periods - - -
-------- ------- --------
Cash, end of periods - - -
======== ======= ========
The accompanying notes are an integral part of the financial statements.
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
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 three months ended April 30, 2001, advances totaling $2,650
were made to the Company by stockholders. The total amount since
inception totals $26,325. There are no specific repayment terms and
no interest is charged.
5. Management representation
For the three months ended April 30, 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.
7. Office supplies and expense
Prior to October 31, 1999, the company over accrued office supplies
and expense. When the accruals were reversed and the actual expenses
were paid, the cumulative amount became less than the amount of actual
expenses incurred for the three months ended April 30, 2001.
8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
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, 2001, 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.
Results of Operations
During the period from June 5, 1987 (inception) through April 30,
2001, 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.
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.
9
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: June 15, 2001 /s/ Raphael M. Solot
-------------------------
By: Raphael M. Solot, President
