SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

          QUARTERLY REPORT UNDER SECTION 13 OR (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934


                         FORM 10QSB



               FOR THE QUARTER ENDED July 31, 2003
                COMMISSION FILE NUMBER 333-44882


             GREAT EXPECTATIONS AND ASSOCIATES, INC.
                  (Exact name of Registrant as specified in its charter)



Colorado                         84-1521955
(State or other jurisdiction of              (I.R.S. Employer I.D.)
  incorporation or organization)




501 S. Cherry Street, Suite 610, Denver, Co. 80246
Registrant's Telephone Number, including area code   (303) 320-0066


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding twelve months, and (2) has been
subject to such filing requirements for the past 90 days.


Yes__x___                 No______

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by this
report: 150,120,000 shares.





2

Great Expectations and Associates, Inc.

Index
Part I Financial Information Page Number Item 1. Balance Sheet 3 Statements of Loss and Accumulated Deficit 4 Statements of Cash Flows 5 Footnotes 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II None Signatures 8
3 Great Expectations and Associates, Inc. (A Development Stage Enterprise) Balance Sheet July October 31, 2003 31, 2002 (unaudited) ---------- ---------- ASSETS CURRENT ASSETS Cash - - ---------- ---------- Total current assets - - Other Assets Deferred offering costs (Note 1) 22,099 22,099 ---------- ---------- Total other assets 22,099 22,099 ---------- ---------- Total assets 22,099 22,099 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Due to stockholders (Note 4) $ 49,763 40,813 ---------- ---------- Total current liabilities 49,763 40,813 STOCKHOLDERS' EQUITY Common stock, no par value, 500,000,000 shares authorized;150,520,000 shares issued and outstanding (Note 1) 20,432 20,432 Deficit accumulated during the development stage (48,096) (39,146) ---------- ---------- Total stockholders' equity (27,664) (18,714) ---------- ---------- Total liabilities and stockholders' equity $ 22,099 22,099 ========== ========== The accompanying notes are an integral part of the financial statements. 4 Great Expectations and Associates, Inc. (A Development Stage Enterprise) STATEMENTS OF LOSS AND ACCUMULATED DEFICIT For the period from inception (June 5, 1987) to July 31, 2003 Cumulative Nine Months Nine Months During Ended Ended Development 31-Jul-03 31-Jul-02 Stage ---------- ---------- ---------- Revenue Interest Income $ 166 - - ---------- ---------- ---------- Total revenue 166 - - Other expense Amortization 700 - - Rent 4,512 - - Salaries (Note 3) 6,129 - - Office supplies and expense 4,631 - 84 Legal 13,124 5,549 1,000 Travel 1,435 - - Escrow fees 1,500 - Transfer fees 4,051 751 1,350 Filing fees 4,825 250 - Accounting 7,355 2,400 1,400 ---------- ---------- ---------- Total expense 48,262 8,950 4,634 ---------- ---------- ---------- NET LOSS (48,096) (8,950) (4,634) ---------- ---------- ---------- Accumulated deficit Balance, beginning of period - (39,146) (32,087) ---------- ---------- ---------- Balance, end of period $ (48,096) (48,096) (36,721) ========== ========== ========== Loss per share $ (Nil) $ (Nil) $ (Nil) ========== ========== ========== Shares outstanding 150,520,000 150,520,000 150,520,000 =========== =========== =========== The accompanying notes are an integral part of the financial statements. 5 Great Expectations and Associates, Inc. (A Development Stage Enterprise) STATEMENTS OF STOCKHOLDERS EQUITY For the period from inception (June 5, 1987) to July 31, 2003
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 ----------- --------- --------- --------- Net loss for the period October 31, 2000 (8,815) (8,815) Treasury stock (15,600,000) (697) - (697) ----------- --------- --------- --------- Balance, October 31, 2000 150,520,000 $ 20,432 $ (20,345) $ 87 Net loss for the period October 31, 2001 - - (11,742) (11,742) ----------- --------- --------- --------- Balance, October 31, 2001 150,520,000 $ 20,432 $ (32,087) $ (11,655) ----------- --------- --------- --------- Net loss for the period October 31, 2002 - - (7,059) (7,059) 6 Balance, October 31, 2002 150,520,000 $ 20,432 $ (39,146) $ (18,714) =========== ========= ========= ========= Net loss for the period July 31, 2003 - - (8,950) (8,950) ----------- --------- --------- --------- Balance, January 31, 2003 150,520,000 $ 20,432 $ (48,096) $ (27,664) =========== ========= ========= =========
The accompanying notes are an integral part of the financial statements. 7 Great Expectations and Associates, Inc. (A Development Stage Enterprise) STATEMENTS OF CASH FLOWS Cumulative During Nine Months Nine Months Development Ended Ended Stage 31-Jul-03 31-Jul-02 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (48,096) $ (8,950) $ (4,634) Add non-cash items: Salaries paid with stock (Note 3) 5,432 - - Organizational cost amortization 700 - - Increase in organizational cost (700) - - ---------- ---------- ---------- Cash used in operations (42,664) (8,950) (4,634) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from loans- stockholders (Note 4) 49,763 8,950 (4,634) Proceeds from issuance of common stock 15,000 - - Offering costs (22,099) - - ---------- ---------- ---------- Cash provided by financing activities 42,664 8,950 (4,634) ---------- ---------- ---------- Net increase (decrease) in cash - - - Cash, beginning of periods - - - ---------- ---------- ---------- Cash, end of periods $ - - - ========== ========== ========== The accompanying notes are an integral part of the financial statements. 8 Great Expectations and Associates, Inc. (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS 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. Income taxes Since its inception, the Company has incurred a net operating loss. Accordingly, no provision has been made for income taxes. 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. Due to stockholders During the nine months ended July 31, 2003, advances totaling $8,950 were made to the Company by stockholders. The total amount since inception totals $49,763. There are no specific repayment terms and no interest is charged. 9 Great Expectations and Associates, Inc. (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS Management representation For the nine months ended July 31, 2003 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. Going concern The company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Merger The company entered into an agreement with a third party to merge the two companies together. On completion of the merger, the other company failed to comply with the terms of the merger agreement. During the nine months ended July 31, 2003, the parties entered into an agreement to undo the merger. Note 1. In the opinion of management of Great Expectations and Associates, Inc., the unaudited financial statements of Great Expectations and Associates, Inc. for the interim period shown, include all adjustments, necessary for a fair presentation of the financial position at July 31, 2003, and the results of operations and cash flows for the period then ended. The results of operations for the interim periods shown may not be indicative of the results that may be expected for the fiscal year. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the year October 31, 2002. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results 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 July 31, 2003, reflects a current asset value of $0, and a total asset value of $22,099 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. Pursuant to its public offering under Rule 419, the Company sold common shares which are held in escrow until an acquisition is consummated and approved by the investors. The Company did not complete an acquisition within the time frame of Rule 419 and the funds received in the public offering were returned to investors as required and the escrow was closed. Great Expectations entered into an agreement with a third party to merge the two companies together. On completion of the merger, the other company failed to comply with the terms of the merger agreement. During the nine months ended July 31, 2003, the parties entered into an agreement to return the parties to their original positions. Results of Operations During the period from June 5, 1987 (inception) through July 31, 2003, 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 11 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. Controls and Procedures. The Chief Executive Officer and the Chief Financial Officer of the Company have made an evaluation of the disclosure controls and procedures relating to the quarterly report on Form 10QSB for the period ended July 31, 2003 as filed with the Securities and Exchange Commission and have judged such controls and procedures to be effective as of July 31, 2003 (the evaluation date). There have not been any significant changes in the internal controls of the Company or other factors that could significantly affect internal controls relating to the Company since the evaluation date. 12 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. Date: September 20, 2003 /s/ Raphael M. Solot - ------------------------- By: Raphael M. Solot, President 13 CERTIFICATIONS I, Raphael M. Solot, certify that: 1. I have reviewed this quarterly report on Form 10QSB of Great Expectations and Associates, Inc. 2. Based on my knowledge, the quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 14 (6) I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: September 20, 2003 /s/Raphael Solot Raphael Solot Chief Executive Officer/Chief Financial Officer
        CERTIFICATION PURSUANT TO
         18 U.S.C. SECTION 1350
          AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Great Expectations & Associates,
Inc. (the "Company") on Form 10-Q for the period ending July 31, 2003 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Raphael Solot, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
            (1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
           (2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations of
the Company.

/s/Raphael Solot
- -----------------------------
Raphael Solot
Chief Executive Officer
Chief Financial Officer

September 20, 2003