UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
August 25, 2004
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(Date of Report)
Great Expectations and Associates, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 333-44882 84-1521955
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4105 E. Florida Avenue, Suite 100, Denver, Co. 80222
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(Address of principal executive offices)
(303) 756-5703
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(Registrant's telephone number, including area code)
ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT
The Registrant entered into a Share Exchange and Reorganization
Agreement on August 25, 2004 (the "Share Exchange"), with Advaxis, Inc., a
Delaware corporation ("Advaxis"), and the shareholders of Advaxis, pursuant to
which the Registrant will acquire Advaxis as a wholly owned subsidiary. The
Share Exchange provides for (i) a one for two hundred (1-200) reverse stock
split leaving existing shareholders of the Registrant with 752,600 shares of
common stock of the Registrant (the "GXPT Common Stock") representing 3.75% of
the fully diluted outstanding GXPT Common Stock and (ii) the issuance to the
existing shareholders of Advaxis and others of 16,350,323 shares of GXPT Common
Stock, warrants to purchase 584,885 shares of GXPT Common Stock and options to
purchase 2,381,525 shares of GXPT Common Stock representing in aggregate 96.25%
of the fully diluted outstanding GXPT Common Stock and bringing the total number
of shares of the Registrant to 20,069,333 on a fully diluted basis. The Share
Exchange is subject to the satisfaction of various closing conditions. No
representation can be made that all of such conditions will be met or that the
proposed transaction will be completed.
A copy of the Registrant's press release is attached as Exhibit 99.1.
SECTION 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 99.1 - Press Release dated August 25, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 25, 2004
Great Expectations and Associates, Inc.
By: /s/ Fred Mahlke
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Name: Fred Mahlke
Title: President