SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Great Expectations and Associates, Inc..
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(Name of Issuer)
Common Stock, no par value, per share
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(Title of Class of Securities)
390375 10 3
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(CUSIP Number)
Roni Appel
c/o Advaxis, Inc., 212 Carnegie Center, Suite 203
Princeton, NJ 08540
(609) 497-7555
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 12, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 390375 10 3 PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Roni Appel
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [_]
(SEE INSTRUCTIONS) (B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -3,020,492 -
BY EACH REPORTING
PERSON WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-3,020,492-
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 3.020,492 (includes options and warrants to purchase 142,798
shares of Common Stock but does not include warrants to purchase
414,069 shares of Common Stock)-
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES (SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.75%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
[IN]
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to:
o 2,877,694 shares of common stock, no par value (the "Common Stock')
of Great Expectations and Associates Inc., a Colorado corporation
(the "Registrant");
o Warrant issued by the Registrant on November 12, 2004 to purchase
58,581 shares of Common Stock at $0.40 exercise price;
o Warrant issued by the Registrant on November 12, 2004 to purchase
9,994 shares of Common Stock at $0.1952 exercise price;
o Warrant issued by the Registrant on November 12, 2004 to purchase
4,455 shares of Common Stock at $0.1952 exercise price;
o Warrant issued by the Registrant on November 12,2004 to purchase
57,913 shares of Common Stock at $0.1952 exercise price;
o Warrant issued by the Registrant on November 12, 2004 to purchase
355,528 shares of Common Stock at $0.40 exercise price; and
o Options to purchase 70,436 shares of Common Stock at $0.1952
exercise price.
The foregoing are collectively referred to as the "Securities".
The principal executive offices of the Registrant are located at 212 Carnegie
Center, Suite 203, Princeton, NJ 08540
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is filed by Roni Appel (the "Reporting Person")
(b) The business address for the Reporting Person is 111 River Street, 10th
floor, Hoboken, NJ 07030.
(c) Mr. Appel is an officer and director of the Registrant. In addition, Mr.
Appel is the President and owns 100% of Carmel Ventures, Inc., a New Jersey
corporation ("Carmel') which is an investment company.
(d) During the last five years, the Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Appel is a citizen of Israel.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 12, 2004, the Registrant closed on a Share Exchange and
Reorganization Agreement, dated as of August 25, 2004, with Advaxis, Inc., a
Delaware corporation ("Advaxis"), and the shareholders of Advaxis (the "Advaxis
Shareholders"), which set forth the terms and conditions of the exchange by the
Advaxis Shareholders of their shares of Common Stock and Preferred Stock of
Advaxis, representing all of the issued and outstanding capital stock of
Advaxis, in exchange for the issuance by the Registrant to the Advaxis
Shareholders and certain financial advisors of an aggregate 16,350,323 shares of
our common stock (the "Share Exchange"). Effective at the closing of the Share
Exchange Advaxis, Inc. became a wholly-owned subsidiary of the Registrant. On
November 12, 2004, the Registrant closed on a private placement of $2,925,000 to
a group of institutional and other private investors and $595,000 of bridge
notes were converted into the Registrant's equity securities on the same terms
as all of the other investors in the private placement (the "Offering").
Mr. Appel personally acquired 2,522,166 shares of Common Stock, a Warrant to
purchase 58,541 shares of Common Stock at $0.40 exercise price, a Warrant to
purchase 9,994 shares of Common Stock at $0.1952 exercise price and a Warrant to
purchase 4,455 shares of Common Stock at $0.1952 exercise price in connection
with the Share Exchange and the Offering. The Warrant to purchase 58,541 shares
of Common Stock is not currently exercisable.
Carmel Ventures, of which the Reporting Person is the controlling shareholder,
acquired 355,528 shares of Common Stock, a Warrant to purchase 57,913 shares of
Common Stock at $0.1952 exercise price, a Warrant to purchase 355,528 shares of
Common Stock at $0.40 exercise price and fully vested options to purchase 70,436
shares of Common Stock at $0.1952 exercise price in connection with the Share
Exchange and the Offering. The Warrant to purchase 355,528 shares of Common
Stock is not currently exercisable.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person acquired the Securities in connection with the Share
Exchange and the Offering. The Reporting Person presently considers the
Securities an attractive investment and intends to review his investment on an
ongoing basis. Such continuing review may result in the Reporting Person
acquiring additional Securities in the open-market or in privately negotiated
transactions, maintaining his holdings at current levels or selling all or a
portion of his holdings in the open-market or in privately negotiated
transactions. Any such actions the Reporting Person undertakes will be dependent
upon, among other things, the availability of shares of Common Stock for
purchase and the price levels of such shares; general market and economic
conditions; on-going evaluation of the Registrant's business, financial
condition, operations and prospects; the relative attractiveness of alternative
business and investment opportunities; the availability of funds for the
purchase of additional shares of Common Stock; the actions of the management and
Board of Directors of the Registrant; and other future developments. Although
the foregoing reflects activities presently contemplated by the Reporting Person
with respect to the Registrant the foregoing is subject to change at any time.
Except as set forth above, the Reporting Person has no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE REGISTRANT.
(a) The Reporting Person beneficially own 3,020,492 shares of Common Stock,
which represent approximately 8.75% of Common Stock outstanding (based on
31,488,161 shares of Common Stock of the Registrant issued and outstanding as of
November 18, 2004, pursuant to the Form 8K filed with the Securities Exchange
Commission on November 18, 2004).
(b) The Reporting Person has (i) the sole power to vote or direct the vote of
the 3,020,492 shares of Common Stock and (ii) the sole power to dispose of or to
direct the disposition of such 3,090,420 shares of Common Stock.
(c) Except for the Share Exchange and the Offering described in Item 3, to the
best knowledge and belief of the undersigned, no transactions involving the
Common Stock have been effected during the past 60 days by the Reporting
Persons.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE REGISTRANT.
Registration Rights Agreement, dated as of November 12, 2004, by and among the
Registrant and certain persons filed as Exhibit No. 10.3 to the Form 8K filed
with the Securities and Exchange Commission on November 18, 2004.
Standstill Agreement, dated as of November 12, 2004, by and among the Registrant
and persons listed as signatories thereto filed as Exhibit No. 10.4 to the Form
8K filed with the Securities and Exchange Commission on November 18, 2004.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: November 21, 2004
/s/ Roni Appel
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RONI APPEL