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: October 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 October 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 October 31, 1999,
the Company has engaged in no significant operations other than organizational
activities, general administration and registering its securities under the
Securities Exchange Act of 1934, as amended. Expenses increased by $500 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 October 31, 1999, reflects
current assets of $1,993 in the form of cash, total assets of $1,998 and current
liabilities of $4,816.

<PAGE>


     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
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 issuance 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.

<PAGE>


                                    HDF, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                October 31, 1999

          Assets
Current assets:
  Cash                                                                  $ 1,998
                                                                        -------
    Total current assets                                                  1,998
                                                                        -------
Total Assets                                                            $ 1,998
                                                                        =======

          Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable, trade                                               $ 1,560
  Accounts payable, related party                                         3,256
                                                                        -------
    Total current liabilities                                           $ 4,816

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                           (5,818)
                                                                        -------
    Total shareholders' equity                                           (2,818)
                                                                        -------
Total Liabilities and Shareholders' Equity                              $ 1,998
                                                                        =======


        See accompanying notes to these financial statements and item 1.

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                   Inception
                                                                                                   (April 21,
                                                                                                     1997)
                                          Three Months Ended             Six Months Ended           Through
                                          1999           1998           1999           1998          1999
                                      ------------------------------------------------------------------------
Costs and expenses:
<S>                                   <C>            <C>            <C>            <C>            <C>
  General and administrative          $        30    $     1,296    $     1,812    $     2,474    $     5,846
                                      ------------------------------------------------------------------------

Loss from operations                          (30)        (1,296)        (1,812)        (2,474)        (5,846)

Interest income                                 4              4              7             13             28
                                     -------------------------------------------------------------------------

Net (Loss)                            $       (26)   $    (1,292)   $    (1,805)   $    (2,461)   $    (5,818)
                                     =========================================================================

Net (Loss) per share                  $     (0.00)   $     (0.00)   $     (0.00)   $     (0.00)   $     (0.00)
                                     =========================================================================

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





                         See accompanying notes to these financial statements and item 1.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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

                                                                           Inception
                                                                           (April 21,
                                                                              1997)
                                                       Six Months Ending     Through
                                                        1999       1998       1999
                                                      -----------------------------


Cash flows from operating activities:
<S>                                                   <C>        <C>        <C>
  Net income (loss)                                   $(1,805)   $(2,461)   $(5,818)

    Adjustments to reconcile net income to
    net cash provided by operating activities

  Services provided for common stock                                          1,500

Net cash provided by (used in) operating
    activities                                         (1,805)    (2,461)    (4,318)
                                                      -----------------------------

Changes in assets and liabilities:
  Increase (decrease) in accounts payable
  and accrued expenses                                  3,382      1,434      4,816
                                                      -----------------------------
       Total adjustments                                3,382      1,434      4,816
                                                      -----------------------------
Net cash provided by (used in) operating activities     1,577     (1,027)       498
                                                      -----------------------------

Cash flows from financing activities:
  Proceeds from sale of common stock                                 250      1,500
                                                      -----------------------------
Net cash provided by (used in) investing activities         0        250      1,500
                                                      -----------------------------

Increase (decrease) in cash                             1,577       (777)     1,998

Cash and cash equivalents, beginning of
the period                                                421      1,252          0

                                                      -----------------------------
Cash and cash equivalents, end of the period          $ 1,998    $   475    $ 1,998
                                                      =============================




        See accompanying notes to these financial statements and item 1.

</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 October 31, 1999 and the results of
   operations for the three and six month period ended October 31, 1999 and 1998
   and the statement of cash flows for the three and six months ended October
   31, 1999 and 1998 and the statements of operations and cash flows cumulative
   since inception to October 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.

<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.

<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: December 22, 1999                    /s/ Henry F. Schlueter
                                           ----------------------
                                           Henry F. Schlueter, President,
                                           Secretary, Treasurer and Director