UNITED STATES
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
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(Title of Class of Securities)
390375 10 3
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(CUSIP Number)
CHARLOTTE EDELMAN, ESQ.
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MINTZ LEVIN COHEN FERRIS GLOVSKY AND POPEO, P.C.
666 THIRD AVENUE, NEW YORK 10017
(212) 692-6730
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.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 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).
Page 1 of 11 pages
SCHEDULE 13D
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13D
CUSIP NO. 390375 10 3
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
SUNRISE EQUITY PARTNERS, LP / IRS IDENTIFICATION NO. 55-0843670
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |_|
(b) |X|
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3 SEC USE ONLY
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4
SOURCE OF FUNDS (See Instructions)
WC
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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
DELAWARE
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NUMBER OF 7
SOLE VOTING POWER
SHARES
1,742,160 (See Item 5)
-----------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
0
-----------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,742,160 (See Item 5)
-----------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,160 (See Item 5)
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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)
5.53%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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Page 2 of 11 pages
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13D
CUSIP NO. 390375 10 3
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
LEVEL COUNTER, LLC / IRS IDENTIFICATION NO. 55-0843665
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3
SEC USE ONLY
--------------------------------------------------------------------------------
4
SOURCE OF FUNDS (See Instructions)
00
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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
DELAWARE
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NUMBER OF 7
SOLE VOTING POWER
SHARES
1,742,160 (See Item 5)
------------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
0
------------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,742,160 (See Item 5)
------------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,160 (See Item 5)
--------------------------------------------------------------------------------
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)
5.53%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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Page 3 of 11 pages
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13D
CUSIP NO. 390375 10 3
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
NATHAN A. LOW
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |_|
(b |X|)
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3
SEC USE ONLY
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4
SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
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
NEW YORK
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NUMBER OF 7
SOLE VOTING POWER
SHARES
1,407,068 (See Item 5)
--------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
1,742,160 (See Item 5)
--------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,407,068 (See Item 5)
--------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,742,160 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,149,228 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.00%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 4 of 11 pages
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13D
CUSIP NO. 390375 10 3
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
AMNON MANDELBAUM
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |_|
(b) |X|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
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
NEW YORK
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NUMBER OF 7
SOLE VOTING POWER
SHARES
1,017,959 (See Item 5)
------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
1,742,160 (See Item 5)
------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
1,017,959 (See Item 5)
------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,742,160 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,760,119 (See Item 5)
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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)
8.77%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 5 of 11 pages
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13D
CUSIP NO. 390375 10 3
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1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
MARILYN ADLER
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |_|
(b) |X|
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3
SEC USE ONLY
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4
SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7
SOLE VOTING POWER
SHARES
0
-------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
1,742,160 (See Item 5)
-------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
REPORTING
0
-------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
1,742,160 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,160
--------------------------------------------------------------------------------
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)
5.53%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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Page 6 of 11 pages
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, no par value
per share (the "Common Stock") of Great Expectations and Associates, Inc., a
Colorado corporation (the "Company"), the principal executive offices of which
are located at 212 Carnegie Center, Suite 206, Princeton, New Jersey 08540.
Item 2. Identity and Background
This statement is being filed on behalf of Sunrise Equity Partners
("SEP"), Level Counter, LLC ("LC"), Nathan A. Low, Amnon Mandelbaum and Marilyn
Adler (collectively, the "Reporting Persons"). SEP, a Delaware limited
partnership, is a private investment company. LC, a Delaware limited liability
company, is the general partner of SEP. Mr. Low is the president of Sunrise
Securities Corp., a New York corporation and registered broker dealer
("Sunrise"), and a manager of LC. Mr. Mandelbaum is a Managing Director at
Sunrise and a manager of LC. Ms. Adler is a manager of LC. As the managers of
LC, which in turn is the general partner of SEP, Mssers. Low and Mandelbaum and
Ms. Adler have voting and dispositive authority with regard to the securities
held by SEP and reported hereby. Such authority is exercised only by unanimous
vote of Mssers. Low and Mandelbaum and Ms. Adler. Mr. Low is the sole director
and stockholder of Sunrise and holds sole voting and dispositive authority with
regard to securities held by Sunrise. The principal business address of all
Reporting Persons is 641 Lexington Avenue, New York, New York 10022.
During the last five years, none of the Reporting Persons have been (i)
convicted in any criminal proceeding, nor (ii) a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he, she or it is or was subject to any 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.
The Reporting Persons have filed this joint Schedule 13D because of the
possibility that they might be deemed a group. However, none of the Reporting
Persons exercise voting or dispositive authority over securities held by any
other Reporting Person except that (1) Mssers. Low and Mandelbaum and Ms. Adler,
by unanimous vote in their capacity as managers of LC, the general partner of
SEP, exercise voting and dispositive authority over the securities held directly
by SEP and indirectly by LC, and (2) Mr. Low exercises voting and dispostive
authority over the securities held by Sunrise. Accordingly, the Reporting
Persons do not believe that they should be considered a group and this joint
filing of this Schedule 13D should not be deemed an admission that they are a
group.
Item 3. Source and Amount of Funds or Other Consideration
On November 12, 2004, upon the initial closing of a private placement
offering to accredited investors by the Company (the "Private Placement"), SEP
purchased 20 Units of the Company's equity securities, at a price per unit of
$25,000, each unit consisting of 87,108 shares of Common Stock and a 5-year
warrant to purchase 87,108 shares of Common Stock at $.40 per share, subject to
certain so-called "blocker" or "conversion cap" limitations on exercise
contained therein. The aggregate purchase price for the 20 units was $500,000,
which amount was paid to the Company in cash from SEP's working capital.
Also on November 12, 2004, the Company issued shares of its Common Stock and
5-year warrants to purchase shares of Common Stock to Mssers. Low and Mandelbaum
and to Sunrise as consideration for services rendered to the Company in
connection with the Private Placement. (See also, Item 5.)
Page 7 of 11 pages
Item 4. Purpose of Transaction
Each of the Reporting Persons acquired the securities reported hereby for
investment purposes only. None of the Reporting Persons has any plan or proposal
which relates to, or would result in:
(a) the acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Company;
(f) any other material change in the Company's business or corporate
structure, including but not limited to, if the Company is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act
of 1933; or
(j) any action similar to any of those enumerated above.
Page 8 of 11 pages
Item 5. Interest in Securities of the Issuer
As reported in the Company's Current Report on 8-K, filed November 18,
2004, on November 12, 2004, the Company consummated the initial closing of the
Private Placement. At such closing, SEP purchased 20 Units of the Company's
equity securities, at a price per unit of $25,000, each unit consisting of
87,108 shares of Common Stock and a 5-year warrant to purchase 87,108 shares of
Common Stock at $.40 per share, subject to certain limitations on exercise
contained therein. The 20 units are, in the aggregate, comprised of (a)
1,742,160 shares of Common Stock, and (b) 1,742,160 shares of Common Stock
issuable upon exercise of warrants (none of which are, or will become,
exercisable in the next 60 days). Mssers. Low and Mandelbaum and Ms. Adler are
the managers of LC, which in turn is the general partner of SEP. As such,
Mssers. Low and Mandelbaum and Ms. Adler have voting and dispositive authority
over the Company's securities held by SEP. Further, such authority may only be
exercised by unanimous vote. Accordingly, each of Mssers. Low and Mandelbaum and
Ms. Adler may be deemed to have beneficial ownership of such securities.
Following the issuance of shares of Common Stock in the Private Placement, as
advised by the Company's counsel and as reported in the Company's aforementioned
8-K, as of November 12, 2004, the Company has 31,488,161 shares of Common Stock
outstanding. Accordingly, the 1,742,160 shares of Common Stock beneficially held
by SEP constitute 5.53% of the Company's currently outstanding Common Stock.
As partial consideration for its services as placement agent for the
Private Placement, Sunrise and its designees who provided services in connection
with the Private Placement, including Mssers. Low and Mandelbaum, received
shares of Common Stock and warrants to purchase additional shares of Common
Stock at $.287 per share, subject to certain so-called "blocker" or "conversion
cap" limitations on exercise contained therein (such shares and warrants, the
"Fee Securities").
Mr. Low's beneficial ownership of 3,149,228 shares of Common Stock,
consists of (a) 1,742,160 shares of Common Stock beneficially held by SEP as
described above, and (b) Fee Securities, consisting of (i) 1,023,793 shares of
Common Stock and warrants to purchase up to an additional 670,731 shares of
Common Stock (none of which are, or will become, exercisable in the next 60
days), issued to Mr. Low, and (ii) 383,275 shares of Common Stock and warrants
to purchase up to an additional 348,432 (none of which are, or will become,
exercisable in the next 60 days), issued to Sunrise. As described above, Mr. Low
has shared voting and dispositive authority over the shares held by SEP. Mr. Low
has sole voting and dispositive authority over the securities referreced in
(b)(i) and (ii) above. Mr. Low's beneficial ownership of 3,149,228 shares of
Common Stock does not include shares of Common Stock held by Sunrise Foundation
Trust, a charitable trust, of which Mr. Low is trustee. Mr. Low disclaims
beneficial ownership of the shares of Common Stock held by Sunrise Foundation
Trust. Based on the 31,488,161 shares of Common Stock outstanding, Mr. Low's
3,149,228 shares constitute 10.00% of the Company's currently outstanding Common
Stock.
Mr. Mandelbaum's beneficial ownership of 2,760,119 shares of Common Stock,
consists of (a) 1,742,160 shares of Common Stock held by SEP as described above,
and (b) Fee Securities, consisting of 1,017,959 shares of Common Stock and
warrants to purchase up to an additional 603,214 shares of Common Stock (none of
which are, or will become, exercisable in the next 60 days), issued to Mr.
Mandelbaum. As described above, Mr. Mandelbaum has shared voting and dispositive
authority over the shares held by SEP. Mr. Mandelbaum has sole voting and
dispositive authority over the securities referenced in (b) above. Based on the
31,488,161 shares of Common Stock outstanding, Mr. Mandelbaum's 2,760,119 shares
constitute 8.77% of the Company's currently outstanding Common Stock.
Page 9 of 11 pages
Ms. Adler's beneficial ownership of 1,742,160 shares of Common Stock,
consists solely of the 1,742,160 shares of Common Stock held by SEP as described
above. As described above, Ms. Adler has shared voting and dispositive authority
over the shares held by SEP. Based on the 31,488,161 shares of Common Stock
outstanding, Ms. Adler's 1,742,160 shares constitute 5.53% of the Company's
currently outstanding Common Stock.
Except as described above, during the past sixty days, none of the
Reporting Persons has not effected any transactions in shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The warrants described above are evidenced by warrant agreements, which
provide, among other things, (a) for exercise by cashless exercise, (b) an
exercise period which commenced on November 12, 2004 and will expire on the
fifth anniversary thereof, (c) weighted-average antidilution protection in the
event that the Company issues equity securities at a price below the then
current exercise price and standard antidilution protection in the case of a
stock split, stock combination or other events, and (d) so-called "blocker" or
"conversion cap" limitations on exercise.
In connection with the Private Placement, pursuant to a Registration
Rights Agreement, the Company has agreed to register for resale shares of Common
Stock issued by the Company in the Private Placement, including the shares of
Common Stock reported hereby.
Item 7. Material to be Filed as Exhibits
Not applicable.
Page 10 of 11 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 22, 2004
/s/ Nathan A. Low, individually and
-----------------
in his capacity as a manager of Level
Counter LLC, the general partner of
Sunrise Equity Partners, LP.
/s/ Amnon Mandelbaum, individually and in
--------------------
his capacity as a manager of Level Counter,
LLC, the general partner of Sunrise Equity
Partners, LP
/s/ Marilyn Adler, individually and in her
-----------------
capacity as a manager of Level Counter,
LLC, the general partner of Sunrise Equity
Partners, LP
Page 11 of 11 pages