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, 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 October 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

     Plan of Operation.  HDF, Inc. (the  "Company") was organized under the laws
of the State of  Colorado  to engage in any lawful  business.  The  Company  was
formed for the purpose of creating a vehicle to obtain capital to take advantage
of business opportunities that may have potential for profit.  Management of the
Company has unlimited discretion in determining the business activities in which
the Company will become  engaged.  Such  companies  are commonly  referred to as
"blind pool/blank  check"  companies.  There is and can be no assurance that the
Company will be able to acquire an interest in any such  opportunities  that may
exist or that any activity of the Company, even after any such acquisition, will
be profitable.

     The Company has  generated no revenues from its  operations  and has been a
development  stage company since inception.  Since the Company has not generated
revenues and has never been in a profitable  position,  it operates with minimal
overhead.

     During  the  period of this  report,  the  Company  has not  engaged in any
preliminary  efforts intended to identify any possible  acquisitions nor entered
into a letter of intent concerning any business opportunity.

     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.

                                      -2-

<PAGE>


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  in fiscal
1997. Consequently, the Company's balance reflects current assets of $475 in the
form of cash, total assets of $475 and current liabilities of $1,434.

     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 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.

                                      -3-

<PAGE>


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 AYear 2000  Readiness  Disclosure@  within the meaning of the
Year 2000 Information and Readiness Disclosure Act of 1998.




                                       -4-


<PAGE>



                                   HDF, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
                                October 31, 1998
                                    Unaudited

                                     Assets
Current assets:
  Cash                                                           $475
                                                                 ----
    Total current assets                                                    $475

                                                                            $475
                                                                            ====

              Liabilities and Shareholders' Deficit
Current liabilities:
  Accounts payable, trade                                       $1,434
    Total current liabilities                                             $1,434

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                 (3,959)
                                                               ------
    Total shareholders' deficit                                            (959)
                                                                           ----
                                                                           $475
                                                                           ====








               See accompanying notes to these financial statement


                                       -5-


<PAGE>
<TABLE>
<CAPTION>

                                                      HDF, Inc.
                                           (A Development Stage Compny)
                                             Statements of Operations
                                         For the peiods ending October 31,
                                                    (Unaudited)



                                                                                                             Inception
                                                                                                             (April 21,
                                                                                                               1997)
                                              Three Months  Ended                Six Months Ended             Through
                                              1998            1997            1998             1997             1998
                                              ----            ----            ----             ----             ----
<S>                                       <C>              <C>             <C>               <C>              <C>
Costs and expenses:
  General and administrative              $     1,296      $         0     $     2,474      $     1,500      $     3,974

Loss from operations                           (1,296)               0          (2,474)          (1,500)          (3,974)
                                          ===========      ===========     ===========      ===========      ===========

Interest income                                     4                0              13                2               15
                                          ===========      ===========     ===========      ===========      ===========

Net (Loss)                                     (1,292)               0          (2,461)          (1,498)          (3,959)
                                          ===========      ===========     ===========      ===========      ===========

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 statement


                                                             -6-


<PAGE>
                                                     HDF, Inc.
                                           (A Development Stage Company)
                                             Statements of Cash Flows
                                         For the Periods Ending October 31
                                                    (Unaudited)


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

Cash flows from operating activities:
  Net income (loss)                                      ($2,461)            ($1,498)            ($3,959)
    Adjustments to reconcile net income to
    net cash provided by operating activities

  Services provided for common stock                                           1,500               1,500

Net cash provided by (used in) operationg
   activities                                             (2,461)                  2              (2,459)

Changes in assets and liabilites:
  Increase (decrease) in accounts payable
  and accrued expenses                                     1,434                   0               1,434
                                                         -------             -------             -------
       Total adjustments                                   1,434                   0               1,434
Net cash (used in) operating activities                   (1,027)                  2              (1,025)

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

Increase (decrease) in cash                                 (777)                  2                 475

Cash and cash equivalents, beginning of
the period                                                 1,252               1,250                   0


Cash and cash equivalents, end of the period             $   475             $ 1,252             $   475
                                                         =======             =======             =======








                                See accompanying notes to these financial statement


                                                       -7-

</TABLE>

<PAGE>



                                    HDF, Inc
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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,  1998 and the  results of
operations  for the three month period and six month  periods  ended October 31,
1998 and 1997 and the  statement of cash flows for the six months ended  October
31, 1998 and 1997 and the  statements  of operations  and cash flows  cumulative
since  inception  to October 31,  1998.  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,  1998,
previously filed with the U.S. Securities and Exchange Commission.



                                       -8-


<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.



                                       -9-


<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: August 10, 1999                  /s/ Henry F. Schlueter
                                       -----------------------------------------
                                       Henry F. Schlueter, President, Secretary,
                                       Treasurer and Director




                                      -10-