UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A No. 2
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) November 12, 2004
|
Advaxis,
Inc. |
|
(Exact
name of registrant as specified in its
charter) |
|
Colorado |
00028489 |
841521955 |
|
(State
or other jurisdiction |
(Commission |
(IRS
Employer |
|
of
incorporation) |
File
Number) |
Identification
No.) |
|
212
Carnegie Center, Ste 206, Princeton, NJ |
08540 |
|
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code (609)
844-7755
| |
|
(Former
name or former address, if changed since last
report.) |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
This is
Amendment No. 2 to the Current Report on Form 8-K dated November 12, 2004 and
filed with the Securities and Exchange Commission on November 18, 2004 (the
“Original Filing”), for the purposes of (i) changing the fiscal year of the
Registrant and (ii) amending and restating the financial statements of Advaxis,
Inc., a Delaware corporation (“Advaxis”) which were filed in Amendment No. 1 to
Current Report on Form 8-K dated November 12, 2004 and filed with the Securities
and Exchange Commission on January 11, 2005.
Item
5.03 Other Events.
Upon the
consummation of the Share Exchange on November 12, 2004, Advaxis, Inc., a
Delaware corporation, which previously had observed a December 31st fiscal year
end, became the successor as registrant to Advaxis, Inc. (f/k/a Great
Expectations and Associates, Inc.), a Colorado corporation and effectively
adopted the October 31st fiscal
year end. The first year for which Advaxis will report on the basis of a October
31st fiscal
year end is October 31, 2005.
Item
9.01 Financial Statements and Exhibits
A.
Financial Statements of Business Acquired
Advaxis,
Inc. Financial Statements for (i) the years ended December 31, 2003 and the
period from March 1, 2002 (inception) to December 31, 2002 with independent
auditors report (including Balance Sheet, Statement of Operations, Statement of
Shareholders’ Equity (Deficiency), Statement of Cash Flows, and Notes to
Financial Statements) and (ii) the nine-months ended September 30, 2004 and 2003
(unaudited) (including Balance Sheet, Statement of Operations, Statement of
Shareholders’ Equity (Deficiency), Statement of Cash Flows).
B.
Pro Forma Financial Information
Unaudited
Pro Forma Balance Sheet of Advaxis, Inc. as of September 30, 2004.
C.
Exhibits
|
Exhibit
99.1 |
Advaxis,
Inc. Financial Statements for (i) the year ended December 31, 2003 and the
period from March 1, 2002 (inception) to December 31, 2002 with
independent auditors report (including Balance Sheet, Statement of
Operations, Statement of Shareholders’ Equity (Deficiency), Statement of
Cash Flows, and Notes to Financial Statements) and (ii) the nine-months
ended September 30, 2004 and 2003 (unaudited) (including Balance Sheet,
Statement of Operations, Statement of Shareholders’ Equity (Deficiency),
Statement of Cash Flows). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
| |
ADVAXIS,
INC. |
|
|
|
| Date: April 7, 2005 |
By: |
/s/ J. Todd
Derbin |
| |
|
| |
Name: J. Todd
Derbin
Title: President and Chief Executive
Officer |