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, 1999

[ ]      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 0-24401

                                    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, 1999, 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,
1999, included in the Company's Form 10K-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, 1999,
the Company has engaged in no significant operations other than organizational
activities, general administration and registering its securities under the
Exchange Act. Expenses increased by $600 in the period ended 1999 as compared to
1998. The increase in expenses arose from an increase in professional fees. 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 normal operational expenses, 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 as of July 31, 1999, reflects current
assets of $394 in the form of cash, total assets of $394 and current liabilities
of $3187.

     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


                                      -2-

<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.

Year 2000 Issues

     "Year 2000 problems" result primarily from the inability of some computer
software to properly store, recall or use data after December 31, 1999. These
problems may affect many computers and other devices that contain imbedded
computer chips. The Company's operations, however, do not rely extensively on
information technology ("IT") systems. The IT software and hardware systems the
Company operates are all publicly available, pre-packaged systems that are
readily replaceable with other functionally similar systems. Accordingly, the
Company does not believe that it will be materially affected by Year 2000
problems in its IT software and hardware systems.

     The Company relies on non-IT systems that may suffer from Year 2000
problems including telephone systems and facsimile and other office machines.
Moreover, the Company relies on third-parties that may suffer from Year 2000
problems that could affect the Company's operations, including banks, and
utilities. In light of the Company's substantially reduced operations, the
Company does not believe that such non-IT systems or third-party Year 2000
problems will affect the Company in a manner that is different or more
substantial than such problems affect other similarly situated companies
generally. Consequently, the Company does not currently intend to conduct a
readiness assessment of Year 2000 problems or to develop a detailed contingency
plan with respect to Year 2000 problems that may affect the Company's IT and
non-IT systems or third-parties.

     The foregoing is a "Year 2000 Readiness Disclosure" within the meaning of
the Year 2000 Information and Readiness Disclosure Act of 1998.


                                       -3-


<PAGE>

                                    HDF, Inc
                          (A Development Stage Company)
                                  Balance Sheet
                                   (Unaudited)
                                  July 31, 1999

                                     Assets
Current assets:
  Cash                                                    $  394
                                                          ------
    Total current assets                                               $  394
                                                                       ------

                                                                       $  394
                                                                       ======

                      Liabilities and Stockholder's Equity

Current liabilities:
  Accounts payable, trade                                 $1,561
  Accounts payable, related party                          1,626
                                                          ------
    Total current liabilities                                          $3,187

Stockholder's equity:
  Preferred stock; 10,000 shares authorized;
  $0.001 par value; none issued or outstanding

  Common stock, 20,000,000 shares authorized,
  $0.001 par value; 3,000,000 shares issued
  and outstanding                                          3,000

  Deficit accumulated during development stage            (5,793)
                                                          ------
    Total stockholder's equity                                         (2,793)
                                                                       ------
                                                                       $  394
                                                                       ======




        See accompanying notes to these financial statements and item 1.


                                       -4-


<PAGE>
<TABLE>
<CAPTION>


                                   HDF, Inc.
                          (A Development Stage Company)
           Statement of Operations for the Three Months Ended July 31,
             1999 and 1998 And Cumulative Since inception (April 21,
                             1997) to July 31, 1999
                                   (Unaudited)


                                                                     Period From
                                                                     Inception To
                                                                       July 31,
                                           1999           1998          1999
                                       -----------    -----------    ------------

<S>                                    <C>            <C>            <C>
Operating expenses                     $     1,783    $     1,178    $     5,817
                                       -----------    -----------    -----------
(Loss from operations)                      (1,783)        (1,178)        (5,817)

Interest income                                  3              9             25
                                       -----------    -----------    -----------
Net (loss)                             ($    1,780)   ($    1,169)   ($    5,792)
                                       ===========    ===========    ===========

Per share information:
 Basic (loss) per common share         $     (0.00)   $     (0.00)   $     (0.00)
                                       ===========    ===========    ===========


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




        See accompanying notes to these financial statements and item 1.


                                       -5-



<PAGE>

                                           HDF, Inc.
                                 (A Development Stage Company)
                   Statement of Cash Flows for the Three Months Ended July 31,
                     1999 and 1998 And Cumulative Since inception (April 21,
                                    1997) to July 31, 1999
                                          (Unaudited)

                                                                                                Period From
                                                                                                Inception To
                                                          July 31,            July 31,            July 31,
                                                            1999                1998                1999
                                                          --------            --------         --------------

Net income (loss)                                         ($1,780)            ($1,169)            ($5,792)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Services provided for common stock                           0                   0               1,500
Changes in assets and liabilities:
    Increase (decrease) in accounts payable                 1,752                 168               3,186
                                                          -------             -------             -------
  Total adjustments                                         1,752                 168               4,686
  Net cash provided by (used in)
   operating activities                                       (28)             (1,001)             (1,106)
                                                          -------             -------             -------


Cash flows from financing activities:
   Common stock sold for cash                                   0                 250               1,500
                                                          -------             -------             -------
  Net cash provided by (used in)
   financing activities                                         0                 250               1,500
                                                          -------             -------             -------

Increase (decrease) in cash                                   (28)               (751)                394
Cash and cash equivalents,
 beginning of period                                          422               1,252                   0
                                                          -------             -------             -------
Cash and cash equivalents,
 end of period                                            $   394             $   501             $   394
                                                          =======             =======             =======




                See accompanying notes to these financial statements and item 1.


                                               -6-

</TABLE>

<PAGE>



                                   HDF, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


Note 1.  Basis of Presentation

In the opinion of management, all adjustments, consisting of normal recurring
accruals, have been made that are necessary for a fair presentation of the
financial position of the Company at July 31, 1999 and the results of operations
for the three month period ended July 31, 1999 and 1998 and the statement of
cash flows for the three months ended July 31, 1999 and 1998 and the statements
of operations and cash flows cumulative since inception to July 31, 1999.
Quarterly results are not necessarily indicative of the expected annual results.
For a more complete understanding of the Company's operations and financial
position, reference is made to the financial statements of the Company and
related notes thereto, filed with the Company's annual report on Form 10-KSB for
the year ended April 30, 1999, previously filed with the U.S. Securities and
Exchange Commission.


Note 2. Organization

The Company was incorporated on April 21, 1997, in the State of Colorado. The
Company is in the development stage and its intent is to locate suitable
business ventures to acquire. The Company has had no significant business
activity to date and has chosen April 30th as a fiscal year end.

Note 3. Earnings per share

The loss per share is computed by dividing the net loss for the period by the
weighted average number of common shares outstanding for the period. When
present, common stock equivalents are excluded from the computation if their
effect would be anti-dilutive. Shares issued at inception are considered to be
outstanding for the entire period presented.



                                       -7-


<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.




                                       -8-


<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: September 13, 1999             /s/ Henry F. Schlueter
                                     -------------------------------------------
                                     Henry F. Schlueter, President, Secretary,
                                     Treasurer and Director






                                       -9-