Advaxis, Inc. – ‘10SB12G’ on 12/14/99

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Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        26    145K 
                          Issuer                                                 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      5     29K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws      9     52K 
 4: EX-4        Instrument Defining the Rights of Security Holders     1      5K 
 5: EX-27       Financial Data Schedule (Pre-XBRL)                     1      7K 

10SB12G   —   Registration of Securities of a Small-Business Issuer
Document Table of Contents

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U. S. Securities and Exchange Commission                          

Washington, D.C. 20549                              

Form 10-SB                            

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS           
Under Section 12(b) or (g) of the Securities Exchange Act of 1934           

GREAT EXPECTATIONS AND ASSOCIATES, INC.           
(Name of Small Business Issuer in its charter)            

Colorado                           84-1521955           
(State or other jurisdiction of   (I.R.S. Employer Identification No.)        
incorporation or organization)                                              

501 South Cherry Street, Suite 610,  Denver, Colorado         80246             
(Address of principal executive offices)                    (Zip Code)          

Issuer's telephone number: (303) 320-0066                                       

Securities to be registered under Section 12(b) of the Act:                   
Title of each class                                                             

Name of each exchange on which to be so registered each class is to be          
registered                                                                      

Not Applicable                                                                  

Securities to be registered under Section 12(g) of the Act:                     
Common Stock (Title of class)                                                   

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PART I          

Item 1. Description of Business.                                                

General                                                                         

The Company was incorporated under the laws of the State of Colorado on         
June 5, 1987 as Great Expectations, Inc.   On June 18, 1998, the                
Company filed for reinstatement and was required to change its name to          
Great Expectations and Associates, Inc. based on the inavailability of          
its prior name.   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.   The Company has not commenced any                
commercial operations. The Company has no employees and owns no real            
estate.   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.                                              

As part of its business plan, this Company is filing this registration          
statement on Form 10-SB on a voluntary basis in order to become a               
"public" company by virtue of being subject to the reporting                    
requirements of the Securities Exchange Act of 1934.                            

Another aspect of its business plan which the Company intends to                
implement after this registration statement becomes effective, is to            
seek to facilitate the eventual creation of a public trading market in          
its outstanding securities.   The Company's business plan is to seek,           
investigate, and, if warranted, acquire one or more properties or               
businesses, and to pursue other related activities intended to enhance          
shareholder value.                                                              

The acquisition of a business opportunity may be made by purchase,              
merger, exchange of stock, or otherwise, and may encompass assets or a          
business entity, such as a corporation, joint venture, or partnership.          
The Company has very limited capital, and it is unlikely that the               
Company will be able to take advantage of more than one such business           
opportunity.                                                                    

The Company intends to seek opportunities demonstrating the potential           
of long-term growth as opposed to short-term earnings. At the present           
time the Company has not identified any business opportunity that it            
plans to pursue, nor has the Company reached any agreement or                   
definitive understanding with any person concerning an acquisition.             

Frederick Mahlke, one of Company's officers and directors has                   
previously been involved in transactions involving a merger between an          
established company and a shell entity, and has a number of contacts            
within the field of corporate finance.   As a result, he has had                
preliminary contacts with representatives of numerous companies                 
concerning the general possibility of a merger or acquisition by a              
shell company.   However, none of these preliminary contacts or                 
discussions involved the possibility of a merger or acquisition                 
transaction with the Company.                                                   

It is anticipated that Mr. Mahlke will contact broker-dealers and other         
persons with whom he is acquainted who are involved in corporate                
finance matters to advise them of the Company's existence and to                
determine if any companies or businesses they represent have an                 
interest in considering a merger or acquisition with the Company.    No         
assurance can be given that the Company will be successful in finding           
or acquiring a desirable business opportunity, given the limited funds          
that are expected to be available for acquisitions, or that any                 
acquisition that occurs will be on terms that are favorable to the              
Company or its stockholders.                                                    

The Company's search will be directed toward small and medium-sized             
enterprises which have a desire to become public corporations and which         
are able to satisfy, or anticipate in the reasonably near future being          
able to satisfy, the minimum asset requirements in order to qualify             
shares for trading on NASDAQ or on a stock exchange (See "Investigation         
and Selection of Business Opportunities").                                      

The Company anticipates that the business opportunities presented to it         
will (i) be recently organized with no operating history, or a history          
of losses attributable to under-capitalization or other factors; (ii)           
be experiencing financial or operating difficulties; (iii) be in need           

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of funds to develop a new product or service or to expand into a new            
market; (iv) be relying upon an untested product or marketing concept;          
or (v) have a combination of the characteristics mentioned in (i)               
through (iv).                                                                   

The Company intends to concentrate its acquisition efforts on                   
properties or businesses that it believes to be undervalued. Given the          
above factors, investors should expect that any acquisition candidate           
may have a history of losses or low profitability. The Company does not         
propose to restrict its search for in- vestment opportunities to any            
particular geographical area or industry, and may, therefore, engage in         
essentially any business, to the extent of its limited resources. This          
includes industries such as service, finance, natural resources,                
manufacturing, high technology, product development, medical,                   
communications and others.                                                      

The Company's discretion in the selection of business opportunities is          
unrestricted, subject to the availability of such opportunities,                
economic conditions, and other factors. As a consequence of this                
registration of its securities, any entity, which has an interest in            
being acquired by, or merging into the Company, is expected to be an            
entity that desires to become a public company and establish a public           
trading market for its securities. In connection with such a merger or          
acquisition, it is highly likely that an amount of stock constituting           
control of the Company would be issued by the Company or purchased from         
the current principal shareholders of the Company by the acquiring              
entity or its affiliates.                                                       

If stock is purchased from the current shareholders, the transaction is         
very likely to result in substantial gains to them relative to their            
purchase price for such stock. In the Company's judgment, none of its           
officers and directors would thereby become an "underwriter" within the         
meaning of the Section 2(11) of the Securities Act of 1933, as amended.         
The sale of a controlling interest by certain principal shareholders of         
the Company could occur at a time when the other shareholders of the            
Company remain subject to restrictions on the transfer of their shares.         

Depending upon the nature of the transaction, the current officers and          
directors of the Company may resign their management positions with the         
Company in connection with the Company's acquisition of a business              
opportunity. See "Form of Acquisition," below, and "Risk Factors - The          
Company - Lack of Continuity in Management."                                    

In the event of such a resignation, the Company's current management            
would not have any control over the conduct of the Company's business           
following the Company's combination with a business opportunity. It is          
anticipated that business opportunities will come to the Company's              
attention from various sources, including its officer and director, its         
other stockholders, professional advisors such as attorneys and                 
accountants, securities broker-dealers, venture capitalists, members of         
the financial community, and others who may present unsolicited                 
proposals.                                                                      

The Company has no plans, understandings, agreements, or commitments            
with any individual for such person to act as a finder of opportunities         
for the Company. The Company does not foresee that it would enter into          
a merger or acquisition transaction with any business with which its            
officers or directors are currently affiliated.   Should the Company            
determine in the future, contrary to the foregoing expectations, that a         
transaction with an affiliate would be in the best interests of the             
Company and its stockholders, the Company is in general permitted by            
Colorado law to enter into such a transaction if:                               

1. The material facts as to the relationship or interest of                   
the affiliate and as to the contract or transaction are                         
disclosed or are known to the Board of Directors, and the Board                 
in good faith authorizes the contract or transaction by the                     
affirmative vote of a majority of the disinterested directors,                  
even though the disinterested directors constitute less than a                  
quorum; or                                                                      

2. The material facts as to the relationship or interest of the                 
affiliate and as to the contract or transaction are disclosed                   
or are known to the stockholders entitled to vote thereon, and                  
the contract or transaction is specifically approved in good                    
faith by vote of the stockholders; or                                           

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3. The contract or transaction is fair as to the Company as of                  
the time it is authorized, approved or ratified, by the Board                   
of Directors or the stockholders.                                               

Investigation and Selection of Business Opportunities                           

To a large extent, a decision to participate in a specific business             
opportunity may be made upon management's analysis of the quality of            
the other company's management and personnel, the anticipated                   
acceptability of new products or marketing concepts, the merit of               
technological changes, the perceived benefit the company will derive            
from becoming a publicly held entity, and numerous other factors which          
are difficult, if not impossible, to analyze through the application of         
any objective criteria.                                                         

In many instances, it is anticipated that the historical operations of          
a specific business opportunity may not necessarily be indicative of            
the potential for the future because of the possible need to shift              
marketing approaches substantially, expand significantly, change                
product emphasis, change or substantially augment management, or make           
other changes. The Company will be dependent upon the owners of a               
business opportunity to identify any such problems which may exist and          
to implement, or be primarily responsible for the implementation of,            
required changes.                                                               

Because the Company may participate in a business opportunity with a            
newly organized firm or with a firm which is entering a new phase of            
growth, it should be emphasized that the Company will incur further             
risks, because management in many instances will not have proved its            
abilities or effectiveness, the eventual market for such company's              
products or services will likely not be established, and such company           
may not be profitable when acquired.                                            

It is anticipated that the Company will not be able to diversify, but           
will essentially be limited to one such venture because of the                  
Company's limited financing. This lack of diversification will not              
permit the Company to offset potential losses from one business                 
opportunity against profits from another, and should be considered an           
adverse factor affecting any decision to purchase the Company's                 
securities. It is emphasized that management of the Company may effect          
transactions having a potentially adverse impact upon the Company's             
shareholders pursuant to the authority and discretion of the Company's          
management to complete acquisitions without submitting any proposal to          
the stockholders for their consideration.                                       

Holders of the Company's securities should not anticipate that the              
Company necessarily will furnish such holders, prior to any merger or           
acquisition, with financial statements, or any other documentation,             
concerning a target company or its business. In some instances,                 
however, the proposed participation in a business opportunity may be            
submitted to the stockholders for their consideration, either                   
voluntarily by such directors to seek the stockholders' advice and              
consent or because state law so requires. The analysis of business              
opportunities will be undertaken by or under the supervision of the             
Company's President, who is not a professional business analyst. See            
"Management."                                                                   

Although there are no current plans to do so, Company management might        
hire an outside consultant to assist in the investigation and selection         
of business opportunities, and might pay a finder's fee. Since Company          
management has no current plans to use any outside consultants or               
advisors to assist in the investigation and selection of business               
opportunities, no policies have been adopted regarding use of such              
consultants or advisors, the criteria to be used in selecting such              
consultants or advisors, the services to be provided, the term of               
service, or regarding the total amount of fees that may be paid.                
However, because of the limited resources of the Company, it is likely          
that any such fee the Company agrees to pay would be paid in stock and          
not in cash. Otherwise, the Company anticipates that it will consider,          
among other things, the following factors:                                      

1. Potential for growth and profitability, indicated by new                     
technology, anticipated market expansion, or new products;                      

2. The Company's perception of how any particular business                    
opportunity will be received by the investment community and by                 
the Company's stockholders;                                                     

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3. Whether, following the business combination, the financial                 
condition of the business opportunity would be, or would have a                 
significant prospect in the foreseeable future of becoming                      
sufficient to enable the securities of the Company to qualify                   
for listing on an exchange or on a national automated                           
securities quotation system, such as NASDAQ, so as to permit                    
the trading of such securities to be exempt from the                            
requirements of a Rule 15g-9 adopted by the Securities and                      
Exchange Commission. See "Risk Factors - The Company -                          
Regulation of Penny Stocks."                                                    

4. Capital requirements and anticipated availability of                         
required funds, to be provided by the Company or from                           
operations, through the sale of additional securities, through                  
joint ventures or similar arrangements, or from other sources;                  

5. The extent to which the business opportunity can be                          
advanced;                                                                       

6. Competitive position as compared to other companies of                       
similar size and experience within the industry segment as well                 
as within the industry as a whole;                                              

7. Strength and diversity of existing management, or management                 
prospects that are scheduled for recruitment;                                   

8. The cost of participation by the Company as compared to the                
perceived tangible and intangible values and potential; and                     

9. The accessibility of required management expertise,                          
personnel, raw materials, services, professional assistance,                    
and other required items. In regard to the possibility that the                 
shares of the Company would qualify for listing on NASDAQ, the                  
current standards include the requirements that the issuer of                   
the securities that are sought to be listed have total assets                   
of at least $4,000,000 and total capital and surplus of at                      
least $2,000,000, and proposals have recently been made to                      
increase these qualifying amounts. Many, and perhaps most, of                   
the business opportunities that might be potential candidates                   
for a combination with the Company would not satisfy the NASDAQ                 
listing criteria. No one of the factors described above will be                 
controlling in the selection of a business opportunity, and                     
management will attempt to analyze all factors appropriate to                   
each opportunity and make a determination based upon reasonable                 
investigative measures and available data. Potentially                          
available business opportunities may occur in many different                    
industries and at various stages of development, all of which                   
will make the task of comparative investigation and analysis of                 
such business opportunities extremely difficult and complex.                    
Potential investors must recognize that, because of the                         
Company's limited capital available for investigation and                       
management's limited experience in business analysis, the                       
Company may not discover or adequately evaluate adverse facts                   
about the opportunity to be acquired. The Company is unable to                  
predict when it may participate in a business opportunity. It                   
expects, however, that the analysis of specific proposals and                   
the selection of a business opportunity may take several months                 
or more.                                                                        

Prior to making a decision to participate in a business opportunity,            
the Company will generally request that it be provided with written             
materials regarding the business opportunity containing such items as a         
description of products, services and company history; management               
resumes; financial information; available projections, with related             
assumptions upon which they are based; an explanation of proprietary            
products and services; evidence of existing patents, trademarks, or             
services marks, or rights thereto; present and proposed forms of                
compensation to management; a description of transactions between such          
company and its affiliates during relevant periods; a description of            
present and required facilities; an analysis of risks and competitive           
conditions; a financial plan of operation and estimated capital                 
requirements; audited financial statements, or if they are not                  
available, unaudited financial statements, together with reasonable             
assurances that audited financial statements would be able to be                
produced within a reasonable period of time not to exceed 60 days               
following completion of a merger transaction; and other information             
deemed relevant.                                                                

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As part of the Company's investigation, the Company's executive                 
officers and directors may meet personally with management and key              
personnel, may visit and inspect material facilities, obtain                    
independent analysis or verification of certain information provided,           
check references of management and key personnel, and take other                
reasonable investigative measures, to the extent of the Company's               
limited financial resources and management expertise. It is possible            
that the range of business opportunities that might be available for            
consideration by the Company could be limited by the impact of                  
Securities and Exchange Commission regulations regarding purchase and           
sale of "penny stocks." The regulations would affect, and possibly              
impair, any market that might develop in the Company's securities until         
such time as they qualify for listing on NASDAQ or on another exchange          
which would make them exempt from applicability of the "penny stock"            
regulations. See "Risk Factors - - -                                            

Regulation of Penny Stocks                                                      

Company management believes that various types of potential merger or           
acquisition candidates might find a business combination with the               
Company to be attractive. These include acquisition candidates desiring         
to create a public market for their shares in order to enhance                  
liquidity for current shareholders, acquisition candidates which have           
long-term plans for raising capital through the public sale of                  
securities and believe that the possible prior existence of a public            
market for their securities would be beneficial, and acquisition                
candidates which plan to acquire additional assets through issuance of          
securities rather than for cash, and believe that the possibility of            
development of a public market for their securities will be of                  
assistance in that process. Acquisition candidates which have a need            
for an immediate cash infusion are not likely to find a potential               
business combination with the Company to be an attractive alternative.          

Form of Acquisition                                                             

It is impossible to predict the manner in which the Company may                 
participate in a business opportunity. Specific business opportunities          
will be reviewed as well as the respective needs and desires of the             
Company and the promoters of the opportunity and, upon the basis of             
that review and the relative negotiating strength of the Company and            
such promoters, the legal structure or method deemed by management to           
be suitable will be selected. Such structure may include, but is not            
limited to leases, purchase and sale agreements, licenses, joint                
ventures and other contractual arrangements.   The Company may act              
directly or indirectly through an interest in a partnership,                    
corporation or other form of organization.   Implementing such                  
structure may require the merger, consolidation or reorganization of            
the Company with other corporations or forms of business organization,          
and although it is likely, there is no assurance that the Company would         
be the surviving entity. In addition, the present management and                
stockholders of the Company most likely will not have control of a              
majority of the voting shares of the Company following a reorganization         
transaction. As part of such a transaction, the Company's existing              
directors may resign and new directors may be appointed without any             
vote by stockholders. It is likely that the Company will acquire its            
participation in a business opportunity through the issuance of Common          
Stock or other securities of the Company.                                       

Although the terms of any such transaction cannot be predicted, it              
should be noted that in certain circumstances the criteria for                  
determining whether or not an acquisition is a so-called "tax free"             
reorganization under the Internal Revenue Code of 1986, depends upon            
the issuance to the stockholders of the acquired company of a                   
controlling interest (i.e. 80% or more) of the common stock of the              
combined entities immediately following the reorganization. If a                
transaction were structured to take advantage of these provisions               
rather than other "tax free" provisions provided under the Internal             
Revenue Code, the Company's current stockholders would retain in the            
aggregate 20% or less of the total issued and outstanding shares. This          
could result in substantial additional dilution in the equity of those          
who were stockholders of the Company prior to such reorganization.              
Any such issuance of additional shares might also be done                       
simultaneously with a sale or transfer of shares representing a                 
controlling interest in the Company by the current officers, directors          
and principal shareholders. (See "Description of Business - General").          

It is anticipated that any new securities issued in any reorganization          
would be issued in reliance upon exemptions, if any are available, from         
registration under applicable federal and state securities laws. In             

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some circumstances, however, as a negotiated element of the                     
transaction, the Company may agree to register such securities either           
at the time the transaction is consummated, or under certain conditions         
or at specified times thereafter. The issuance of substantial                   
additional securities and their potential sale into any trading market          
that might develop in the Company's securities may have a depressive            
effect upon such market. The Company will participate in a business             
opportunity only after the negotiation and execution of a written               
agreement.                                                                      

Although the terms of such agreement cannot be predicted, generally             
such an agreement would require specific representations and warranties         
by all of the parties thereto, specify certain events of default,               
detail the terms of closing and the conditions which must be satisfied          
by each of the parties thereto prior to such closing, outline the               
manner of bearing costs if the transaction is not closed, set forth             
remedies upon default, and include miscellaneous other terms. As a              
general matter, the Company anticipates that it, and/or its officers            
and principal shareholders will enter into a letter of intent with the          
management, principals or owners of a prospective business opportunity          
prior to signing a binding agreement. Such a letter of intent will set          
forth the terms of the proposed acquisition but will not bind any of            
the parties to consummate the transaction. Execution of a letter of             
intent will by no means indicate that consummation of an acquisition is         
probable. Neither the Company nor any of the other parties to the               
letter of intent will be bound to consummate the acquisition unless and         
until a definitive agreement concerning the acquisition as described in         
the preceding paragraph is executed. Even after a definitive agreement          
is executed, it is possible that the acquisition would not be                   
consummated should any party elect to exercise any right provided in            
the agreement to terminate it on specified grounds. It is anticipated           
that the investigation of specific business opportunities and the               
negotiation, drafting and execution of relevant agreements, disclosure          
documents and other instruments will require substantial management             
time and attention and substantial costs for accountants, attorneys and         
others. If a decision is made not to participate in a specific business         
opportunity, the costs theretofore incurred in the related                      
investigation would not be recoverable. Moreover, because many                  
providers of goods and services require compensation at the time or             
soon after the goods and services are provided, the inability of the            
Company to pay until an indeterminate future time may make it                   
impossible to procure goods and services.                                       

Investment Company Act and Other Regulation                                     

The Company may participate in a business opportunity by purchasing,            
trading or selling the securities of such business. The Company does            
not, however, intend to engage primarily in such activities.                    

Specifically, the Company intends to conduct its activities so as to            
avoid being classified as an "investment company" under the Investment          
Company Act of 1940 (the "Investment Act"), and therefore to avoid              
application of the costly and restrictive registration and other                
provisions of the Investment Act, and the regulations promulgated               
thereunder. Section 3(a) of the Investment Act contains the definition          
of an "investment company," and it excludes any entity that does not            
engage primarily in the business of investing, reinvesting or trading           
in securities, or that does not engage in the business of investing,            
owning, holding or trading "investment securities" (defined as "all             
securities other than government securities or securities of majority-          
owned subsidiaries") the value of which exceeds 40% of the value of its         
total assets (excluding government securities, cash or cash items). The         
Company intends to implement its business plan in a manner which will           
result in the availability of this exception from the definition of             
"investment company." Consequently, the Company's participation in a            
business or opportunity through the purchase and sale of investment             
securities will be limited.                                                     

The Company's plan of business may involve changes in its capital               
structure, management, control and business, especially if it                   
consummates a reorganization as discussed above. Each of these areas is         
regulated by the Investment Act, in order to protect purchasers of              
investment company securities. Since the Company will not register as           
an investment company, stockholders will not be afforded these                  
protections.                                                                    

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Any securities which the Company might acquire in exchange for its              
Common Stock will be "restricted securities" within the meaning of the          
Securities Act of 1933, as amended (the "Act"). If the Company elects           
to resell such securities, such sale cannot proceed unless a                    
registration statement has been declared effective by the Securities            
and Exchange Commission or an exemption from registration is available.         
Section 4(1) of the Act, which exempts sales of securities not                  
involving a distribution, would in all likelihood be available to               
permit a private sale. Although the plan of operation does not                  
contemplate resale of securities acquired, if such a sale were to be            
necessary, the Company would be required to comply with the provisions          
of the Act to effect such resale. An acquisition made by the Company            
may be in an industry which is regulated or licensed by federal, state          
or local authorities. Compliance with such regulations can be expected          
to be a time-consuming and expensive process. 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 currently has no                 
employees. Management of the Company 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,         
remuneration may be paid to or accrued for the benefit of, the                  
Company's officers prior to, or in conjunction with, the completion of          
a business acquisition.    See "Executive Compensation" and under               
"Certain Relationships and Related Transactions."                               

Risk Factors                                                                    

1. Conflicts of Interest. Certain conflicts of interest exist between           
the Company and its officers and directors.  They have other business           
interests to which they devote their attention, and they may be                 
expected to continue to do so although management time should be                
devoted to the business of the Company. As a result, conflicts of               
interest may arise that can be resolved only through their exercise of          
such judgment as is consistent with their fiduciary duties to the               
Company. See "Management," and "Conflicts of Interest."                         

2. Possible Need for Additional Financing. The Company has very limited         
funds, and such funds may not be adequate to take advantage of any              
available business opportunities. Even if the Company's funds prove to          
be sufficient to acquire an interest in, or complete a transaction              
with, a business opportunity, the Company may not have enough capital           
to exploit the opportunity. The ultimate success of the Company may             
depend upon its ability to raise additional capital. The Company has            
not investigated the availability, source, or terms that might govern           
the acquisition of additional capital and will not do so until it               
determines a need for additional financing. If additional capital is            
needed, there is no assurance that funds will be available from any             
source or, if available, that they can be obtained on terms acceptable          
to the Company. If not available, the Company's operations will be              
limited to those that can be financed with its modest capital.                  

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3. Regulation of Penny Stocks. The Company's securities, when available         
for trading, will be subject to a Securities and Exchange Commission            
rule that imposes special sales practice requirements upon broker-              
dealers who sell such securities to persons other than established              
customers or accredited investors. For purposes of the rule, the phrase         
"accredited investors" means, in general terms, institutions with               
assets in excess of $5,000,000, or individuals having a net worth in            
excess of $1,000,000 or having an annual income that exceeds $200,000           
(or that, when combined with a spouse's income, exceeds $300,000). For          
transactions covered by the rule, the broker- dealer must make a                
special suitability determination for the purchaser and receive the             
purchaser's written agreement to the transaction prior to the sale.             
Consequently, the rule may affect the ability of broker- dealers to             
sell the Company's securities and also may affect the ability of                
purchasers in this offering to sell their securities in any market that         
might develop therefor. In addition, the Securities and Exchange                
Commission has adopted a number of rules to regulate "penny stocks."            
Because the securities of the Company may constitute "penny stocks"             
within the meaning of the rules, the rules would apply to the Company           
and to its securities. The rules may further affect the ability of              
owners of Shares to sell the securities of the Company in any market            
that might develop for them. Shareholders should be aware that,                 
according to Securities and Exchange Commission Release No. 34-29093,           
the market for penny stocks has suffered in recent years from patterns          
of fraud and abuse. Such patterns include (i) control of the market for         
the security by one or a few broker-dealers that are often related to           
the promoter or issuer; (ii) manipulation of prices through prearranged         
matching of purchases and sales and false and misleading press                  
releases; (iii) "boiler room" practices involving high-pressure sales           
tactics and unrealistic price projections by inexperienced sales                
persons; (iv) excessive and undisclosed bid-ask differentials and               
markups by selling broker- dealers; and (v) the wholesale dumping of            
the same securities by promoters and broker-dealers after prices have           
been manipulated to a desired level, along with the resulting                   
inevitable collapse of those prices and with consequent investor                
losses. The Company's management is aware of the abuses that have               
occurred historically in the penny stock market. Although the Company           
does not expect to be in a position to dictate the behavior of the              
market or of broker- dealers who participate in the market, management          
will strive within the confines of practical limitations to prevent the         
described patterns from being established with respect to the Company's         
securities.                                                                     

4. No Operating History. The Company was formed in June 5, 1987 for the         
purpose of acquiring a business opportunity.   The Company has no               
operating history, revenues from operations, or assets other than cash          
from private sales of stock. The Company faces all of the risks of a            
new business and the special risks inherent in the investigation,               
acquisition, or involvement in a new business opportunity. The Company          
must be regarded as a new or "start-up" venture with all of the                 
unforeseen costs, expenses, problems, and difficulties to which such            
ventures are subject.                                                           

5. No Assurance of Success or Profitability. There is no assurance that         
the Company will acquire a favorable business opportunity. Even if the          
Company should become involved in a business opportunity, there is no           
assurance that it will generate revenues or profits, or that the market         
price of the Company's Common Stock will be increased thereby.                  

6. Possible Business - Not Identified and Highly Risky. The Company has         
not identified and has no commitments to enter into or acquire a                
specific business opportunity and therefore can disclose the risks and          
hazards of a business or opportunity that it may enter into in only a           
general manner, and cannot disclose the risks and hazards of any                
specific business or opportunity that it may enter into.   An investor          
can expect a potential business opportunity to be quite risky.  The             
Company's acquisition of or participation in a business opportunity             
will likely be highly illiquid and could result in a total loss to the          
Company and its stockholders if the business or opportunity proves to           
be unsuccessful. See Item 1 "Description of Business."                          

7. Type of Business Acquired. The type of business to be acquired may           
be one that desires to avoid effecting its own public offering and the          
accompanying expense, delays, uncertainties, and federal and state              
requirements which purport to protect investors. Because of the                 
Company's limited capital, it is more likely than not that any                  
acquisition by the Company will involve other parties whose primary             

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interest is the acquisition of control of a publicly traded company.            
Moreover, any business opportunity acquired may be currently                    
unprofitable or present other negative factors.                                 

8. Impracticability of Exhaustive Investigation.   The Company's                
limited funds and the lack of full-time management will likely make it          
impracticable to conduct a complete and exhaustive investigation and            
analysis of a business opportunity before the Company commits its               
capital or other resources thereto.    Management decisions, therefore,         
will likely be made without detailed feasibility studies, independent           
analysis, market surveys and the like which, if the Company had more            
funds available to it, would be desirable.   The Company will be                
particularly dependent in making decisions upon information provided by         
the promoter, owner, sponsor, or others associated with the business            
opportunity seeking the Company's participation.   A significant                
portion of the Company's available funds may be expended for                    
investigative expenses and other expenses related to preliminary                
aspects of completing an acquisition transaction, whether or not any            
business opportunity investigated is eventually acquired                        

. 9. Lack of Diversification.   Because of the limited financial              
resources that the Company has, it is unlikely that the Company will be         
able to diversify its acquisitions or operations.   The Company's               
probable inability to diversify its activities into more than one area          
will subject the Company to economic fluctuations within a particular           
business or industry and therefore increase the risks associated with           
the Company's operations.                                                       

10. Possible Reliance upon Unaudited Financial Statements.  The Company         
generally will require audited financial statements from companies that         
it proposes to acquire.   No assurance can be given, however, that              
audited financials will be available to the Company.   In cases where           
audited financials are unavailable, the Company will have to rely upon          
unaudited information received from target companies' management that           
has not been verified by outside auditors.   The lack of the type of            
independent verification which audited financial statements would               
provide, increases the risk that the Company, in evaluating an                  
acquisition with such a target company, will not have the benefit of            
full and accurate information about the financial condition and                 
operating history of the target company. This risk increases the                
prospect that the acquisition of such a company might prove to be an            
unfavorable one for the Company or the holders of the Company's                 
securities.   Moreover, the Company will be subject to the reporting            
provisions of the Securities Exchange Act of 1934, as amended (the              
"Exchange Act"), and thus will be required to furnish certain                   
information about significant acquisitions, including audited financial         
statements for any business that it acquires.   Consequently,                   
acquisition prospects that do not have, or are unable to provide                
reasonable assurances that they will be able to obtain, the required            
audited statements would not be considered by the Company to be                 
appropriate for acquisition so long as the reporting requirements of            
the Exchange Act are applicable.                                                

Should the Company, during the time it remains subject to the reporting         
provisions of the Exchange Act, complete an acquisition of an entity            
for which audited financial statements prove to be unobtainable, the            
Company would be exposed to enforcement actions by the Securities and           
Exchange Commission (the "Commission") and to corresponding                     
administrative sanctions, including permanent injunctions against the           
Company and its management.   The legal and other costs of defending a          
Commission enforcement action are likely to have material, adverse              
consequences for the Company and its business.   The imposition of              
administrative sanctions would subject the Company to further adverse           
consequences. I  n addition, the lack of audited financial statements           
would prevent the securities of the Company from becoming eligible for          
listing on NASDAQ, the automated quotation system sponsored by the              
National Association of Securities Dealers, Inc., or on any existing            
stock exchange. Moreover, the lack of such financial statements is              
likely to discourage broker-dealers from becoming or continuing to              
serve as market makers in the securities of the Company. Without                
audited financial statements, the Company would almost certainly be             
unable to offer securities under a registration statement pursuant to           
the Securities Act of 1933, and the ability of the Company to raise             
capital would be significantly limited until such financial statements          
were to become available.                                                       

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11. Other Regulation.   An acquisition made by the Company may be of a          
business that is subject to regulation or licensing by federal, state,          
or local authorities. Compliance with such regulations and licensing            
can be expected to be a time-consuming, expensive process and may limit         
other investment opportunities of the Company.                                  

12. Dependence upon Management; Limited Participation of Management.            
The Company currently has two individuals who are serving as its                
officers and directors.   The Company will be heavily dependent upon            
their skills, talents, and abilities to implement its business plan,            
and may, from time to time, find that the inability of the officers and         
directors to devote their full time attention to the business of the            
Company results in a delay in progress toward implementing its business         
plan.   Furthermore, since the two individuals are serving as the               
officers and directors of the Company, it will be entirely dependent            
upon their experience in seeking, investigating, and acquiring a                
business and in making decisions regarding the Company's operations.            
See "Management." Because investors will not be able to evaluate the            
merits of possible business acquisitions by the Company, they should            
critically assess the information concerning the Company's officers and         
directors.                                                                      

13. Lack of Continuity in Management.   The Company does not have an            
employment agreement with its officers and directors, and as a result,          
there is no assurance that they will continue to manage the Company in          
the future.   In connection with acquisition of a business opportunity,         
it is likely the current officers and directors of the Company may              
resign.   A decision to resign will be based upon the identity of the           
business opportunity and the nature of the transaction, and is likely           
to occur without the vote or consent of the stockholders of the                 
Company.                                                                        

14. Indemnification of Officers and Directors. The Company's Articles           
of Incorporation provide for the indemnification of its directors,              
officers, employees, and agents, under certain circumstances, against           
attorney's fees and other expenses incurred by them in any litigation           
to which they become a party arising from their association with or             
activities on behalf of the Company. The Company will also bear the             
expenses of such litigation for any of its directors, officers,                 
employees, or agents, upon such person's promise to repay the Company           
therefor if it is ultimately determined that any such person shall not          
have been entitled to indemnification. This indemnification policy              
could result in substantial expenditures by the Company, which it will          
be unable to recoup.                                                            

15. Director's Liability Limited. The Company's Articles of                     
Incorporation exclude personal liability of its directors to the                
Company and its stockholders for monetary damages for breach of                 
fiduciary duty except in certain specified circumstances. Accordingly,          
the Company will have a much more limited right of action against its           
directors than otherwise would be the case. This provision does not             
affect the liability of any director under federal or applicable state          
securities laws.                                                                

16. Dependence upon Outside Advisors. To supplement the business                
experience of its officers and directors, the Company may be required           
to employ accountants, technical experts, appraisers, attorneys, or             
other consultants or advisors. The selection of any such advisors will          
be made by the Company's President without any input from stockholders.         
Furthermore, it is anticipated that such persons may be engaged on an           
"as needed" basis without a continuing fiduciary or other obligation to         
the Company. In the event the President of the Company considers it             
necessary to hire outside advisors, he may elect to hire persons who            
are affiliates, if they are able to provide the required services.              

17. Leveraged Transactions. There is a possibility that any acquisition         
of a business opportunity by the Company may be lever- aged, i.e., the          
Company may finance the acquisition of the business opportunity by              
borrowing against the assets of the business opportunity to be                  
acquired, or against the projected future revenues or profits of the            
business opportunity. This could increase the Company's exposure to             
larger losses. A business opportunity acquired through a leveraged              
transaction is profitable only if it generates enough revenues to cover         
the related debt and expenses. Failure to make payments on the debt             
incurred to purchase the business opportunity could result in the loss          
of a portion or all of the assets acquired. There is no assurance that          
any business opportunity acquired through a leveraged transaction will          
generate sufficient revenues to cover the related debt and expenses.            

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18. Competition. The search for potentially profitable business                 
opportunities is intensely competitive. The Company expects to be at a          
disadvantage when competing with many firms that have substantially             
greater financial and management resources and capabilities than the            
Company. These competitive conditions will exist in any industry in             
which the Company may become interested.                                        

19. No Foreseeable Dividends. The Company has not paid dividends on its         
Common Stock and does not anticipate paying such dividends in the               
foreseeable future.                                                             

20. Loss of Control by Present Management and Stockholders. The Company         
may consider an acquisition in which the Company would issue as                 
consideration for the business opportunity to be acquired an amount of          
the Company's authorized but unissued Common Stock that would, upon             
issuance, represent the great majority of the voting power and equity           
of the Company. The result of such an acquisition would be that the             
acquired company's stockholders and management would control the                
Company, and the Company's management could be replaced by persons              
unknown at this time. Such a merger would result in a greatly reduced           
percentage of ownership of the Company by its current shareholders. In          
addition, the Company's President could sell his control block of stock         
at a premium price to the acquired company's stockholders.                      

21. No Public Market Exists. There is no public market for the                
Company's common stock, and no assurance can be given that a market             
will develop or that a shareholder ever will be able to liquidate his           
investment without considerable delay, if at all. If a market should            
develop, the price may be highly volatile. Factors such as those                
discussed in this "Risk Factors" section may have a significant impact          
upon the market price of the securities offered hereby. Owing to the            
low price of the securities, many brokerage firms may not be willing to         
effect transactions in the securities. Even if a purchaser finds a              
broker willing to effect a transaction in these securities, the                 
combination of brokerage commissions, state transfer taxes, if any, and         
any other selling costs may exceed the selling price. Further, many             
lending institutions will not permit the use of such securities as              
collateral for any loans.                                                       

22. Rule 144 Sales.   All of the outstanding shares of Common Stock             
held by present stockholders are "restricted securities" within the             
meaning of Rule 144 under the Securities Act of 1933, as amended. As            
restricted shares, these shares may be resold only pursuant to an               
effective registration statement or under the requirements of Rule 144          
or other applicable exemptions from registration under the Act and as           
required under applicable state securities laws. Rule 144 provides in           
essence that a person who has held restricted securities for a                  
prescribed period may, under certain conditions, sell every three               
months, in brokerage transactions, a number of shares that does not             
exceed the greater of 1.0% of a company's outstanding common stock or           
the average weekly trading volume during the four calendar weeks prior          
to the sale. As a result of revisions to Rule 144 which will become             
effective on or about April 29, 1997, there will be no limit on the             
amount of restricted securities that may be sold by a nonaffiliate              
after the restricted securities have been held by the owner for a               
period of two years.  A sale under Rule 144 or under any other                  
exemption from the Act, if available, or pursuant to subsequent                 
registrations of shares of Common Stock of present stockholders, may            
have a depressive effect upon the price of the Common Stock in any              
market that may develop.                                                        

23. Blue Sky Considerations. Because the securities registered                  
hereunder have not been registered for resale under the blue sky laws           
of any state, the holders of such shares and persons who desire to              
purchase them in any trading market that might develop in the future,           
should be aware that there may be significant state blue-sky law                
restrictions upon the ability of investors to sell the securities and           
of purchasers to purchase the securities. Some jurisdictions may not            
under any circumstances allow the trading or resale of blind-pool or            
"blank-check" securities. Accordingly, investors should consider the            
secondary market for the Company's securities to be a limited one.              

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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.            
The Company's balance sheet as of October 1999, reflects a current              

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asset value of $0, and a total asset value of $13,500 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 October 31,             
1999, 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. For information as to the Company's policy in regard to                
payment for consulting services, see "Certain Relationships and                 
Transactions."                                                                  

Item 3. Description of Property.                                                

The Company currently maintains 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 does not currently                 
maintain any other office facilities, and does not anticipate the need          
for maintaining office facilities at any time in the foreseeable                
future. The Company pays no rent or other fees for the use of this              
mailing address.                                                                

Item 4. Security Ownership of Certain Beneficial Owners and                   
Management.                                                                     

The following table sets forth, as of the date of this Registration             
Statement, 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               
              Shares Outstanding       of Shares
                                       Outstanding

Frederick W. Mahlke(1)             500,000                 .30%                 
4105 S. Florida Avenue                                                          
Suite 100                                                                     
Denver, Colorado 80222                                                          

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Raphael M. Solot                 1,000,000                .60%                  
501 South Cherry Street                                                         
Suite 610                                                                       
Denver, Colorado 80222                                                          

Myles Wynn                     139,340,000              44.86%                  
3679 South Dawson Street                                                        
Aurora, Colorado 80014                                                          

(1)Mr. Mahlke and Mr. Solot are officers and directors of the Company           

Item 5. Directors, Executive Officers, Promoters and Control Persons.         

The directors and executive officers currently serving the Company are          
as follows:                                                                     
Name                              Position              Term of office          

Raphael M. Solot               President/Treasurer       November 1999          
                       Director                 to present

Frederick W. Mahlke, age     Vice President/Secretary      July 1987            
                       Director                 to present

The directors named above will serve until the next annual meeting of           
the Company'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.                                 

There is no arrangement or understanding between the directors and              
officers of the Company and any other person pursuant to 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 the          
Company's affairs on an "as needed" basis. As a result, the actual              
amount of time which they will devote to the Company's affairs is               
unknown and is likely to vary substantially from month to month.                

Biographical Information                                                      

Raphael M. Solot.   Mr. Solot has been an attorney in private practice          
in Colorado since 1964 with an emphasis on complex civil litigation,            
corporate and franchise law.   From 1994 until March 1996, Mr. Solot            
served on the Board of Directors of Jones Global, Ltd., a corporation           
engaged in the international cable business.  From March 1996 until the         
sale of the company, M. Solot served on the Board of Directors of Jones         
Intercable, Inc., the eighth largest cable television company in the            
United States.   Mr. Solot was elected Vice Chairman of the Board of            
Jones Intercable, Inc. at the annual meeting of shareholders in 1997            
and served in that capacity until April 1998.   Mr. Solot received a            
Bachelor of Science degree from the University of Colorado in 1958 and          
a Juris Doctor degree from the University of Denver in 1963.                    

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.                                         

The Company'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. There is no procedure in place which would              
allow these individuals to resolve potential conflicts in an arms-              
length fashion. Accordingly, they will be required to use their                 
discretion to resolve them in a manner which they consider appropriate.         
The Company'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.                                                                    

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It is anticipated that a substantial premium over the initial cost of           
such shares may be paid by the purchaser in conjunction with any sale           
of shares by the Company'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 the             
Company'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 the Company's other shareholders, rather than their own         
personal pecuniary benefit.                                                     

Item 6. Executive Compensation.                                                 

Mr. Solot received 1,000,000 Common Shares (at $.00005 per share) in            
October 1999 for services rendered to the Company.   No other officer           
or director has received any remuneration 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.                                                                         

Item 7. Certain Relationships and Related Transactions.                         

In February 1988 and December 31, 1998, advances totaling $4,000 were           
made to the Company by stockholders.   No written repayment terms were          
entered into.                                                                   

No officer, director, promoter, or affiliate of the Company has or              
proposes to have any direct or indirect material interest in any asset          
proposed to be acquired by the Company through security holdings,               
contracts, options, or otherwise. The Company has adopted a policy              
under which any consulting or finder's fee that may be paid to a third          
party for consulting services to assist management in evaluating a              
prospective business opportunity would be paid in stock or in cash. Any         
such issuance of stock would be made on an ad hoc basis. Accordingly,           
the Company is unable to predict whether or in what amount such a stock         
issuance might be made.                                                         

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 sole             
officer and director for services related to seeking business                   
opportunities and completing a merger or acquisition transaction. The           
Company maintains a mailing address at the office of its legal counsel,         
but otherwise does not maintain an office. As a result, it pays no rent         
and incurs no expenses for maintenance of an office and does not                
anticipate paying rent or incurring office expenses in the future. It           
is likely that the Company will establish and maintain an office after          
completion of a business combination.                                           

Although management has no current plans to cause the Company to do so,         
it is possible that the Company may enter into an agreement with an             
acquisition candidate requiring the sale of all or a portion of the             
Common Stock held by the Company's current stockholders to the                  
acquisition candidate or principals thereof, or to other individuals or         
business entities, or requiring some other form of payment to the               
Company's current stockholders, or requiring the future employment of           
specified officers and payment of salaries to them. It is more likely           
than not that any sale of securities by the Company's current                   
stockholders to an acquisition candidate would be at a price                    
substantially higher than that originally paid by such stockholders.            
Any payment to current stockholders in the context of an acquisition            
involving the Company would be determined entirely by the largely               
unforeseeable terms of a future agreement with an unidentified business         
entity.                                                                         

Item 8.   Description of Securities.                                          

Common Stock                                                                    

The Company's Articles of Incorporation authorize the issuance of               
500,000,000 shares of Common Stock. Each record holder of Common Stock          
is entitled to one vote for each share held on all matters properly             

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submitted to the stockholders for their vote. Cumulative voting for the         
election of directors is not permitted by the Articles of                       
Incorporation. Holders of outstanding shares of Common Stock are                
entitled to such dividends as may be declared from time to time by the          
Board of Directors out of legally available funds; and, in the event of         
liquidation, dissolution or winding up of the affairs of the Company,           
holders are entitled to receive, ratably, the net assets of the Company         
available to stockholders after distribution is made to the preferred           
stockholders, if any, who are given preferred rights upon liquidation.          
Holders of outstanding shares of Common Stock have no preemptive,               
conversion or redemptive rights. All of the issued and outstanding              
shares of Common Stock are, and all unissued shares when offered and            
sold will be, duly authorized, validly issued, fully paid, and                  
nonassessable. To the extent that additional shares of the Company's            
Common Stock are issued, the relative interests of then existing                
stockholders may be diluted.                                                    

The Company plans to furnish its stockholders with an annual report for         
each fiscal year containing financial statements audited by its                 
independent certified public accountants. In the event the Company              
enters into a business combination with another company, it is the              
present intention of management to continue furnishing annual reports           
to stockholders. Additionally, the Company may, in its sole discretion,         
issue unaudited quarterly or other interim reports to its stockholders          
when it deems appropriate. The Company intends to comply with the               
periodic reporting requirements of the Securities Exchange Act of 1934          
for so long as it is subject to those requirements.                             

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PART II                   

Item 1. Market Price and Dividends on the Registrant's Common Equity            
and Other Shareholder Matters                                                   

No public trading market exists for the Company's securities and all of         
its outstanding securities are restricted securities as defined in Rule         
144. There were ten (10) holders of record of the Company's common              
stock on November 15, 1999. No dividends have been paid to date and the         
Company's Board of Directors does not anticipate paying dividends in            
the foreseeable future.                                                         

Item 2. Legal Proceedings                                                       

The Company is not a party to any pending legal proceedings, and no             
such proceedings are known to be contemplated. No director, officer or          
affiliate of the Company, and no owner of record or beneficial owner of         
more than 5.0% of the securities of the Company, or any associate of            
any such director, officer or security holder is a party adverse to the         
Company or has a material interest adverse to the Company in reference          
to pending litigation                                                           

Item 3. Changes in and Disagreements with Accountants.                        

Not applicable.                                                               

Item 4. Recent Sales of Unregistered Securities.                                

During the last three years, the Company has sold its Common Stock to           
the persons listed in the table below in transactions summarized as             
follows:                                                                        

In March 1998, the Company issued 75,320,000 at $.00005 per share               
for services rendered by Capital Holding Company (James Porter) -               
67,800,000 and Miles Wynn - 7,520.   These shares were issued                   
pursuant to an exemption from registration under Section 4(2) of the            
Securities Act of 1933.   These issuances were made to sophisticated            
investors who had an ongoing relationship with the Company.                     

In October 1999, the Company issued 15,600,000 Common Shares to the             
following individuals for services rendered at $.00005 per share:               

Jody Walker              7,300,000                                              
Brian Story              7,300,000                                              
Rapheal Solot            1,000,000                                              

Each of the sales of common stock listed above was made for services            
rendered to the Company. The listed sales of Common Stock were made             
in reliance upon the exemption from registration provided by Rule 701           
adopted pursuant to Section 3(b) of the Securities Act of 1933.                 

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Indemnification.  The Company shall indemnify to the fullest extent             
permitted by, and in the manner permissible under the laws of the               
State of Colorado, any person made, or threatened to be made, a                 
party to an action or proceeding, whether criminal, civil,                      
administrative or investigative, by reason of the fact that he is or            
was a director or officer of the Company, or served any other                   
enterprise as director, officer or employee at the request of the               
Company.  The Board of Directors, in its discretion, shall have the             
power on behalf of the Company to indemnify any person, other than a            
director or officer, made a party to any action, suit or proceeding             
by reason of the fact that he/she is or was an employee of the                  
Company.                                                                        

Exclusion of Liability Pursuant to the Colorado Business Corporation            
Act, the Company's Articles of Incorporation exclude personal liability         
for its directors for monetary damages based upon any violation of              
their fiduciary duties as directors, except as to liability for any             
breach of the duty of loyalty, acts or omissions not in good faith or           
which involve intentional misconduct or a knowing violation of law,             
acts in violation of Section 7-106-401 of the Colorado Business                 
Corporation Act, or any transaction from which a director receives an           
improper personal benefit. This exclusion of liability does not limit           
any right which a director may have to be indemnified and does not              
affect any director's liability under federal or applicable state               
securities laws.                                                                

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Insofar as indemnification for liabilities arising under the Act may            
be permitted to directors, officers and controlling persons of the              
Company, the Company has been advised that in the opinion of the                
Securities and Exchange Commission such indemnification is against              
public policy as expressed in the Act and is, therefore,                        
unenforceable.  In the event that a claim for indemnification                   
against such liabilities (other than the payment by the Company of              
expenses incurred or paid by a director, officer or controlling                 
person of the Company in the successful defense of any action, suit             
or proceedings) is asserted by such director, officer, or                       
controlling person in connection with any securities being                      
registered, the Company will, unless in the opinion of its counsel              
the matter has been settled by controlling precedent, submit to a               
court of appropriate jurisdiction the question whether such                     
indemnification by it is against public policy as expressed in the              
Act and will be governed by the final adjudication of such issues.              

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION              
FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO            
BE AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION              
AND IS THEREFORE UNENFORCEABLE.                                                 

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    PART F/S

The following financial statements required by Item 310 of                      
Regulation S-B are furnished below:                                             

Independent Auditors' Report dated November 3, 1999                             
Balance Sheet dated October 31, 1999                                            
Statement of Operations for the period from inception (June 5, 1987)            
to October 31, 1999                                                             
Statement of Stockholders' Equity for the period from inception                 
(June 5, 1987) to October 31, 1999                                              
Statement of Cash Flows for the period from inception (June 5, 1987)            
to October 31, 1999                                                             
Notes to Consolidated Financial Statements                                      

GREAT EXPECTATIONS AND ASSOCIATES, INC.                                         
----------------------                                                          
REPORT ON                                                                       
FINANCIAL STATEMENTS                                                            
---------------------                                                           
For the Year Ended                                                              
October 31, 1999                                                                

TANNENBAUM & COMPANY, P.C.                                                      
Certified Public Accountants                                                    
1873 S. Bellaire, Suite 908                                                     
Denver, Colorado 80222                                                          
(303) 756-5216                                                                  

Tannenbaum & Company, P.C.                                                      
Certified Public Accountants                                                    

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,          
1999, 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, 1999.  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, 1999, the chances           
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.                                                 

Denver, Colorado                                                                

November 3, 1999                                                                

Tannenbaum & Company P.C.                                                       

1873 S. Bellaire  Suite 908   Denver, Colorado 90222   (303) 756-5216           
FAX (303) 757-5279                                                              

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Great Expectations and Associates, Inc.                                         
(A Development Stage Enterprise)                                                

BALANCE SHEET                                                                   

October 31, 1999                                                                

                                                 October
                                                  31, 1999
ASSETS                                                              

CURRENT ASSETS                                                                  
Cash                                                        $       -           

Total current assets                                                -           

Other Assets                                                                    
Deferred offering costs (Note 1)                             13,599         

Total other assets                                             13,599           

Total assets                                                   13,599           

LIABILITIES AND STOCKHOLDERS'EQUITY                                             

CURRENT LIABILITIES                                                             
Due to stockholders (Note 4)                                 $4,000         

Total current liabilities                                       4,000           

STOCKHOLDERS'EQUITY                                                             
Common stock, no par value,                             500,000,000         
shares authorized; 1166,120,000 shares                                  
issued and outstanding (Note 1)                            21,129       
Deficit accumulated during the development stage            (11,530)        

Total stockholders' equity                                      9,599           

Total liabilities and stockholders' equity                    $13,599           

The accompanying notes are an integral part of the financial statements.        

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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, 1999                

Inception                   
        to October                   October
        31,1999                     31, 1999

Revenue                                                                         
Interest Income           $ 166                           -                     

Total revenue               166                           -                     

Other expense                                                                   
Amortization                700                           -                     
Rent                      6,650                           -                     
Salaries (Note 3)         6,129                         697                     
Office supplies                                                                 
and expense             (2,138)                          -                    
Accounting                  355                           -                     

Total expense            11,696                         697                     

NET LOSS                (11,530)                       (697)                    

Accumulated deficit                                                             
Balance, beginning of period                        (10,833)                    

Balance, end of period $(11,530)                    (11,530)                    

Loss per share         $  (Nil)                     $  (Nil)                    

Shares outstanding  166,120,000                   166,120,000                   

The accompanying notes are an integral part of the financial statements.        

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Great Expectations and Associates, Inc.                                         
(A Development Stage Enterprise)                                              
STATEMENT OF STOCKHOLDERS'EQUITY                                                
For the period from inception (June 5, 1987) to October 31, 1999                

                                                     Total
                    Common stock        Accumu-       stock-
                    Number              lated       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          

The accompanying notes are an integral part of the financial statements.        

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Great Expectations and Associates, Inc.                                         
(A Development Stage Enterprise)                                              

STATEMENTS OF CASH FLOWS                                                        

For the period ended October 31, 1999                                           

                         Inception
                                      to October     October
                                      31,1999        31,1999

CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net Loss                                        $(11,530)      $(697)         
Add non-cash items:                                                           
Salaries paid with stock (Note 3)                  6,129         697          
Organizational cost amortization                     700          -           
Increase in organizational cost                     (700)         -           

Cash used in operations                          (5,401)        -         

CASH FLOWS FROM FINANCING ACTIVITIES                                            
Proceeds from loans-stockholders (Note 4)          4,000         -          
Proceeds from issuance of common stock            15,000         -          
Offering costs (Note 1)                          (13,599)        -          

Cash provided by financing activities            5,401         -        

Net increase (decreease) in cash                     -           -          

Cash, beginning of periods                           -           -          

Cash, end of periods                             $  -            -          

The accompanying notes are an integral part of the financial statements.        

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Great Expectations and Associates, Inc.                                         
(A Development Stage Enterprise)                                                
NOTES TO FINANCIAL STATEMENTS                                                   
October 31, 1999                                                                

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                                                         
In February 1988 and December '31, 1998, advances totaling $4,000 were          
made to the Company by stockholders.                                            

5 .  Management representation                                                  
For the period ended October 1, 1999 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.                                                                         

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PART III                  

ITEM 1.  INDEX TO EXHIBITS                                                      

(3)  Charter and By-Laws                                                        
(4)  Instruments defining the rights of security holders                        
(27) Financial Data Schedule                                                    

ITEM 2.  DESCRIPTION OF EXHIBITS                                                

(3.1)    Articles of Incorporation                                              
(3.2)    Bylaws                                                                 
(4)      Common Stock Certificate                                               
(27)     Financial Data Schedule                                                

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SIGNATURES          

In accordance with Section 12 of the Securities Exchange Act of                 
1934, the registrant caused this registration statement to be signed            
on its behalf by the undersigned, thereunto duly authorized.                    

                 Great Expectations and Associates, Inc.

Date: December 5, 1999       /s/ Raphael M. Solot                               
     -------------------------
           By: Raphael M. Solot, President

Dates Referenced Herein

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