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 JANUARY 31, 2001 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.

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

4 Great Expectations and Associates, Inc. (A Development Stage Enterprise) BALANCE SHEET January January October 31,2001 31, 2000 31, 2000 (unaudited) (unaudited) ASSETS CURRENT ASSETS Cash $ - $ - $ - -------- -------- -------- Total current assets - - - Other Assets Deferred offering costs (Note 1) 22,099 22,099 22,099 -------- -------- -------- Total other assets 22,099 22,099 22,099 -------- -------- -------- Total assets 22,099 22,099 22,099 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Due to stockholders (Note 4) $23,675 $ 12,500 $ 4,000 -------- -------- ------- Total current liabilities 23,675 12,500 4,000 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 21,129 Treasury stock (697) (697) Deficit accumulated during the development stage (22,008) (11,530) (19,648) -------- -------- -------- Total stockholders' equity (1,576) 9,599 784 Total liabilities and stockholders' Equity $ 22,099 22,099 $ 22,099 ======== ======== ======== The accompanying notes are an integral part of the financial statements.

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 January 31, 2000 Cumulative Three Months Three Months During Ended Ended Development 31-Jan-01 31-Jan-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 - Legal 1,500 - - Travel 1,435 - - Escrow fees 500 500 - Transfer fees 600 600 - Filing fees 1,030 - - Accounting 2,155 - - -------- ------- ------ Total expense 22,174 2,360 0 -------- ------- ------ NET LOSS (22,008) (2,360) 0 Accumulated deficit Balance, beginning of period - (11,530) (11,530) -------- ------- ------- Balance, end of period $ (22,008) (13,890) (11,530) ======== ======== ======= 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.

6 Great Expectations and Associates, Inc. (A Development Stage Enterprise) STATEMENTS OF CASH FLOW Cumulative During Three Months Three Months Development Ended Ended Stage 31-Jan-01 31-Jan-00 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (22,008) $(2,360) $ - 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 (16,576) - - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from loans-stockholders (Note 4) 23,675 2,360 8,500 Proceeds from issuance of common stock 15,000 - - Offering costs (Note 1) (22,099) - (8,500) --------- --------- ------- Cash provided by financing activities 16,576 2,650 0 --------- --------- ------- Net increase (decrease) in cash - - - Cash, beginning of periods - - - --------- --------- ------- Cash, end of periods $ - - - ========= ========= ======= The accompanying notes are an integral part of the financial statements.

7 Great Expectations and Associates, Inc. (A Development Stage Enterprise) NOTE TO FINANCIAL STATEMENT 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. The current amount reverses last years amount. 4. Due to stockholders During the three months ended January 31, 2001, advances totaling $2,360 were made to the Company by stockholders. The total amount since inception totals $23,675. There are no specific repayment terms and no interest is charged. 5. Management representation For the three months ended January 31, 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 January 31, 2001. 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 January 31, 2001, 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

9 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, 2000.

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 January 31, 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 January 31, 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.

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: March 15, 2001 /s/ Raphael M. Solot ------------------------- By: Raphael M. Solot, President


5 3-MOS OCT-31-2001 JAN-31-2001 0 0 0 0 0 22,099 0 0 22,099 23,675 0 21,129 0 0 (22,705) 22,099 0 0 0 0 2,360 0 0 (2,360) 0 (2,360) 0 0 0 (2,360) 0 0