SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

[X]       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the Quarterly Period ended: July 31, 1998

[ ]       TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from______________to______________

                         Commission file number 0-21025

                                    HDF, INC.
                                    ---------
        (Exact name of small business issuer as specified in its charter)

            Colorado                                     84-1455320
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                 1050 17th Street, Suite 1700, Denver, Colorado
                 ----------------------------------------------
                 80265 (Address of principal executive offices)

                                 (303) 292-3883
                                 --------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has  been  subject  to such  filing  requirements  for the past 90 days.
Yes___ No  X

As of July 31, 1998, 3,000,000 shares of common stock were outstanding.

Transitional Small Business Disclosure Format:  Yes_____   No  X


<PAGE>



                          PART I--FINANCIAL INFORMATION


Item 1. Financial Statements.
-----------------------------

     For  financial  information,  please see the financial  statements  and the
notes thereto, attached hereto and incorporated herein by this reference.

     The financial  statements  have been  prepared by HDF,  Inc.  without audit
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted as allowed by such rules and  regulations,  and
management  believes that the  disclosures  are adequate to make the information
presented  not  misleading.  These  financial  statements  include  all  of  the
adjustments  which,  in the  opinion  of  management,  are  necessary  to a fair
presentation  of  financial  position  and  results  of  operations.   All  such
adjustments are of a normal and recurring  nature.  These  financial  statements
should be read in conjunction with the audited financial statements at April 30,
1998, included in the Company's Form 10-SB.

Item 2. Management's Discussion and Analysis or Plan of Operation.
------------------------------------------------------------------

Results of Operations

     During the period from April 21, 1997  (inception)  through  July 31, 1998,
the Company has engaged in no significant  operations other than  organizational
activities,  acquisition  of capital and  preparation  for  registration  of its
securities  under the  Exchange  Act. 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 organizational  expenses,  expenses associated with registration under
the  Exchange  Act  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.

Liquidity and Capital Resources

     The Company  remains in the  development  stage and, since  inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholders'  equity other than the receipt of net cash  proceeds in the amount
of  $1,500  from  the  sale  of  stock  to  its  three  existing   shareholders.
Consequently,  the  Company's  balance  sheet for the  period of April 21,  1997
(inception)  through July 31, 1998,  reflects current assets of $501 in the form
of cash, and total assets of $501.

     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.

     The Company believes that its existing capital will be insufficient to meet
the  Company's  cash  needs  for the next 12 months or to  complete  a  business
transaction.  The sole executive officer and director of the Company has advised
that he will pay certain  costs and  expenses of the Company  from his  personal
funds as interest free loans. There has been no specific agreement upon a dollar
cap of any such  loans.  Further,  the  Company's  sole  executive  officer  and
director recognizes that the only opportunity to have these loans repaid will be
from a  prospective  merger or  acquisition  candidate  and has agreed  that the
repayment of any loans made on behalf of the Company will not impede, or be made

                                      -1-
<PAGE>


conditional in any manner,  to  consummation of a proposed  transaction.  If the
prospective merger or acquisition  candidate has insufficient capital with which
to repay any such  loans or  advances,  or does not want to use its  capital  to
repay any such loans or  advances,  the  Company's  sole  executive  officer and
director  may be required  to convert  such loans or  advances  into stock.  The
Company's sole executive officer and director may under such circumstances agree
to convert any such advances or loans into stock in whole or in part rather than
being repaid by the acquisition candidate. Further, the Company's sole executive
officer and director  may desire to convert  such  advances or loans into stock,
even if the prospective merger or acquisition candidate is willing to repay such
loans or  advances,  in which case the equity  ownership  of other  shareholders
would be diluted. Once a business combination is completed,  the Company's needs
for additional financing are likely to increase substantially.

     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.


                                       -2-


<PAGE>
<TABLE>
<CAPTION>


                                    HDF, INC.
                                    ---------
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET



                                     ASSETS
                                                                 July 31,   April 30,
                                                                   1998       1998
                                                                   ----       ----
CURRENT ASSETS                                                  (unaudited) (audited)
<S>                                                               <C>        <C>    
  Cash                                                            $   501    $ 1,252
  Stock subscription receivable                                      --          250
                                                                  -------    -------
  Total current assets                                                501      1,502
                                                                  -------    -------
  Total assets                                                    $   501    $ 1,502
                                                                  =======    =======


                      LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:
  Accounts payable,                                               $   168    $     0
  Due to Officer                                                     --         --
                                                                  -------    -------

  Total current liabilities                                           168       --
                                                                  -------    -------

Shareholders Equity:
  Preferred  stock, no par value, 10,000,000 shares authorized,      --         --   
  Common stock, no par value, 20,000,000 shares
     authorized 3,000,000 shares issued and outstanding
     at July 31, 1998 and April 30, 1998                            3,000      3,000
  Additional paid-in capital                                         --         --
  Accumulated deficit during development stage                     (2,667)    (1,498)
                                                                  -------    -------

  Total stockholders equity (deficit)                                (333)    (1,502)
                                                                  -------    -------

  Total liabilities and shareholders equity                       $   501    $ 1,502
                                                                  =======    =======


                                       -3-

</TABLE>

<PAGE>



                                    HDF, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
                       For the Quarter ended July 31, 1998
     And for the Period from Inception (February 10, 1992) to July 31, 1998


                                                   Three months     Period From
                                                       ended        inception to
                                                     July 31,       to July 31,
                                                       1998             1998
                                                       ----             ----
                                                    (unaudited)     (unaudited)

Operating Revenue                                   $      --       $      --
                                                    -----------     -----------

Costs And Expenses:
  Operating expense                                       1,178           2,678
         Total operating expenses                         1,178           2,678
                                                    -----------     -----------
         Loss from operations                            (1,178)         (2,678)
                                                                    -----------
Other income (expense):
  Interest income                                             9              11
                                                    -----------     -----------
         Net loss before income taxes                    (1,169)         (2,667)
Provision for income taxes                                 --              --
                                                    -----------     -----------
         Net loss before extraordinary item              (1,169)         (2,667)

Extraordinary items                                 $      --       $      --
                                                    -----------     -----------

  Net income (loss) per                             ($    1,169)    ($    2,667)
                                                    ===========     ===========
  Net income (loss) common share                    $      --       $       .01
                                                    ===========     ===========

  Weighted average number of shares
  outstanding                                         3,000,000       3,000,000
                                                    ===========     ===========




                                       -4-


<PAGE>
<TABLE>
<CAPTION>

                                       HDF, INC.
                            (A Development Stage Company)
                               STATEMENTS OF CASH FLOWS
                       For the Three months ended July 31, 1998
          And for the Period From Inception (April 21, 1997) to July 31, 1998

                                                             Three months  For the period
                                                                ended      (Inception) to
                                                               July 31,      to July 31,
                                                                 1998           1998
                                                                 ----           ----
                                                              (unaudited)    (unaudited)
<S>                                                             <C>           <C>     
Cash flows from operating activities
  Net income (loss)                                             $(1,169)      $(2,667)
  Change in assets and liabilities:
       Services provided for stock subscriptions                                1,500
       Increase (decrease) in accounts payable                      250           250
       Increase (decrease) in payable to officer                   (168)          168
                                                                -------       -------

                  Net cash used by operating activities            (751)         (749)
                                                                -------       -------

Cash flows from investing activities:
       Organization costs incurred                                 --            --
                                                                -------       -------

Cash flows from financing activities:
  Proceeds received from issuance of stock                         --           1,250

                  Net cash provided by financing activities        --           1,250
                                                                -------       -------

                  Net increase in cash                          $  (751)      $   501
                                                                =======       =======

Cash beginning of period                                          1,252          --

Cash end of period                                              $   501       $   501
                                                                =======       =======



                                          -5-

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                    HDF, INC.
                                         (A Development Stage Company)
                                       STATEMENT OF SHAREHOLDERS' DEFICIT
                                         For the Quarter ending July 31,
                                          1998 and for the Period from
                                          inception (April 21, 1997) to
                                                  July 31, 1998
                                                   (unaudited)

                                                                                         Deficit
                                                                                       Accumulated
                                                                                       During the
                                                                       $.001 Par       Development
                                                      Shares             Value            Stage             Total
                                                      ------             -----            -----             -----
<S>                                                  <C>              <C>               <C>               <C>      
Issuance of common stock to officers
   and directors for cash at $.001 per share,        1,500,000        $   1,500         $    --           $   1,500
Issuance of commons tock for cash,
   March, 1998                                       1,250,000            1,250                               1,250
   Apri, 1998                                          250,000              250                                 250
Net loss for the period ended
   April 30, 1998                                                                          (1,498)           (1,498)
                                                     ---------        ---------         ---------         ---------
Balance at April 30, 1998                            3,000,000            3,000            (1,498)            1,502

Net loss for the period ended July 31, 1998               --               --              (1,169)           (1,169)
                                                     ---------        ---------         ---------         ---------
Balance at July 31, 1998                             3,000,000        $   3,000         $  (2,667)        $    (333)
                                                     =========        =========         =========         =========





                                                       -6-

</TABLE>

<PAGE>


                           PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
--------------------------

     There are no pending legal proceedings, and the Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party or to which its
property is subject.

Item 2. Changes in Securities.
------------------------------

     (a) There have been no  material  modifications  in any of the  instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

     (b) None of the rights  evidenced by any class of the Company's  registered
securities  have  been  materially  limited  or  qualified  by the  issuance  or
modification of any other class of the Company's securities.

Item 3. Defaults Upon Senior Securities.
----------------------------------------

     (Not applicable)

Item 4. Submission of Matters to a Vote of Security Holders.
------------------------------------------------------------

     (Not applicable)

Item 5. Other Information.
--------------------------

     (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.
-----------------------------------------

     (a) Exhibits

     No exhibits as set forth in  Regulation  SB, are  considered  necessary for
this filing.

     (b) Reports on Form 8-K

     No reports on Form 8-K were filed  during the quarter for which this report
is filed.



                                       -7-


<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
as amended,  the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            HDF, INC.


Date: October 20, 1998                      /s/ Henry F. Schlueter
                                            ------------------------------------
                                            Henry F. Schlueter, President,
                                            Secretary, Treasurer and Director