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 APRIL 30, 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

                                                 April      October
                                               30, 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)                $   49,413       40,813
                                              ----------   ----------
    Total current liabilities                     49,413       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                                         (47,746)     (39,146)
                                              ----------   ----------
    Total stockholders' equity                   (27,314)     (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 April 30, 2003

                                  Cumulative   Six Months   Six Months
                                    During        Ended        Ended
                                  Development   30-Apr-03    30-Apr-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            -           60
  Legal                               13,124        5,549        1,000
  Travel                               1,435            -            -
  Escrow fees                          1,500                     1,500
  Transfer fees                        4,051          751        1,050
  Filing fees                          4,675          100            -
  Accounting                           7,155        2,200        1,400
                                  ----------   ----------   ----------
    Total expense                     47,912        8,600        5,010
                                  ----------   ----------   ----------
    NET LOSS                         (47,746)      (8,600)      (5,010)
                                  ----------   ----------   ----------

Accumulated deficit
  Balance, beginning of period             -      (39,146)     (19,648)
                                  ----------   ----------   ----------
  Balance, end of period          $  (47,746)     (47,746)     (24,658)
                                  ==========   ==========   ==========
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 May 30, 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 April 30, 2003         -           -      (8,600)     (8,600)
                                     -----------   ---------   ---------   ---------
Balance, January 31, 2003            150,520,000   $  20,432   $ (47,746)  $ (27,314)
                                     ===========   =========   =========   =========



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     Six Months   Six Months
                                 Development     Ended        Ended
                                   Stage      30-Apr-03    30-Apr-02
                                 ----------   ----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                       $  (47,746)  $   (8,600)  $   (5,010)
  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     (42,314)      (8,600)      (5,010)

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from loans-
     stockholders (Note 4)           49,413        8,600        5,010
    Proceeds from issuance of
     common stock                    15,000            -            -
    Offering costs                  (22,099)           -            -
                                 ----------   ----------   ----------
        Cash provided by financing
         activities                  42,314        8,600        5,010
                                 ----------   ----------   ----------
Net increase (decreease) 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


1.  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.


2.  Income taxes
Since its inception, the Company has incurred a net operating loss.
Accordingly, no provision has been made for income taxes.


3.  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.

4.  Due to stockholders
During the three months ended April 30, 2003, advances totaling $8,500
were made to the Company by stockholders. The total amount since
inception totals $49,413.  There are no specific repayment terms and no
interest is charged.


5.  Management representation
For the three months ended April 30, 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.

9

                Great Expectations and Associates, Inc.
                   (A Development Stage Enterprise)
                     NOTES TO FINANCIAL STATEMENTS

6.  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.

7.  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.  Subsequent to
April 30, 2003, the parties entered into an agreement to undo the
merger.



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 January
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 March 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 has 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.

Results of Operations

During the period from June 5, 1987 (inception) through March 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
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



11

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 March 31, 2003 as filed with the
Securities and Exchange Commission and have judged such controls and
procedures to be effective as of March 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: June 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:  June 20, 2003

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