<PAGE>2
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 JULY 31, 2000
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: 150,520,000 shares.
<PAGE>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
<PAGE>4
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
BALANCE SHEET
July October
31, 2000 31, 1999
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------- ---------
Total current assets - -
Other Assets
Deferred offering costs 22,099 13,599
-------- --------
Total other assets 22,099 13,599
-------- --------
Total assets 22,099 13,599
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to stockholders $ 17,150 $ 4,000
-------- -------
Total current liabilities 15,150 4,000
STOCKHOLDERS' EQUITY
Common stock, no par value,
500,000,000 shares authorized;
150,520,000 shares issued and
outstanding 21,129 21,129
Treasury stock (697)
Deficit accumulated during
the development stage (15,483) (11,530)
-------- --------
Total stockholders' equity 4,949 9,599
Total liabilities and stockholders'
Equity $ 22,099 $ 13,599
======== ========
The accompanying notes are an integral part of the financial statements.
<PAGE>5
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, 2000
<TABLE>
<CAPTION>
Cumulative Nine Months
During Ended October
Development July 31, 2000 31, 1999
Stage
<S> <C> <C> <C>
Revenue
Interest Income $ 166 $ - $ -
-------- ------- -------
Total revenue 166 - -
Other expense
Amortization 700 - -
Rent 6,650 - -
Salaries 5,432 (697) 697
Office supplies and expense 2,112 4,250 -
Accounting 755 400 -
-------- ------- ------
Total expense 15,649 3,953 697
-------- ------- ------
NET LOSS (15,483) (3,953) (697)
Accumulated deficit
Balance, beginning of period - (11,530) (10,833)
-------- ------- -------
Balance, end of period $ (15,483) (15,483) (11,530)
======== ======== =======
Loss per share $ (Nil) $ (Nil) $ (Nil)
======== ======= =======
Shares outstanding 150,520,000 150,520,000
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>6
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
Cumulative
During Nine Months
Development Ended October
Stage July 31, 2000 31, 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (15,483) $ (3,953) $ (697)
Add non-cash items:
Salaries paid with stock 6,129 (697) 697
Organizational cost amortization 700 - -
Increase in organizational cost (700) - -
--------- --------- -------
Cash used in operations (9,354) (4,650) -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans-stockholders 17,150 13,150 -
Proceeds from issuance of common stock 15,000 - -
Offering costs (Note 1) (22,796) (8,500) -
--------- --------- -------
Cash provided by financing activities 9,354 4,650 -
--------- --------- -------
Net increase (decrease) in cash - - -
Cash, beginning of periods - - -
--------- --------- -------
Cash, end of periods $ - - -
========= ========= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>7
Great Expectations and Associates, Inc.
(A Development Stage Enterprise)
NOTE TO FINANCIAL STATEMENT
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, 2000, 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 Great Expectation's Form 10-K for the year October
31, 1999.
<PAGE>8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6
Liquidity and Capital Resources
Great Expectations 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 July 31, 2000, reflects a current asset value of $0, and a
total asset value of $22,099 in the form of deferred offering
costs. Great Expectations will carry out its plan of
business as discussed above. Great Expectations 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
Great Expectations may eventually acquire.
Results of Operations
During the period from June 5, 1987 (inception) through July
31, 2000, Great Expectations 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 Great Expectations during this
period.
For the current fiscal year, Great Expectations 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. Great Expectations 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.
Need for Additional Financing
If a merger is consummated, the proceeds will be used for
general corporate expenses at the will of the new management.
Great Expectations 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 Great Expectations is able to
complete a business combination during this period, it
anticipates that our existing capital will not be sufficient
to allow us to accomplish the goal of completing a business
combination. Great Expectations 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,
Great Expectation'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 Great Expectations to allow us to cover our expenses.
Even if Great Expectation's cash assets prove to be inadequate
to meet Great Expectation's operational needs, Great
Expectations 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.
<PAGE>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: November 3, 2000 /s/ Raphael M. Solot
-------------------------
By: Raphael M. Solot, President
