FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

        For the Fiscal Year ended: April 30, 1999

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT OF 193

        For the  transition  period from  ________ to ________

                         Commission file number: 0-24401

                                    HDF, Inc
                  --------------------------------------------
                 (Name of small business issuer in its charter)

            Colorado                                     84-1455320
            --------                                     ----------
 (State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Oranization)

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

Issuer's telephone number (303) 292-3883

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. Yes ____ No X

State issuer's revenue for its most recent fiscal year: $-0-

The aggregate market value of the issuer's voting stock held as of April
30,1998, by nonaffiliates of the issuer was $-0-.

As of April 30, 1999, issuer had 3,000,000 shares of its $.001 par value common
stock outstanding.

Transitional Small Business Disclosure Format. Yes No X

<PAGE>

                                TABLE OF CONTENTS

PART I

   Item  1.  Description of Business
   Item  2.  Description of Property
   Item  3.  Legal Proceedings
   Item  4.  Submission of Matters to a Vote of Security Holders


PART II

   Item  5.  Market for Common Equity
             and Related Stockholder Matters
   Item  6.  Management's Discussion and Analysis
             or Plan of Operation
   Item  7.  Financial Statements
   Item  8.  Changes in and Disagreements With Accountants on
             Accounting and Financial Disclosure


PART III

   Item  9.  Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act
   Item 10.  Executive Compensation
   Item 11.  Security Ownership of Certain Beneficial Owners and Management
   Item 12.  Certain Relationships and Related Transactions
   Item 13.  Exhibits and Reports on Form 8-K

   Financial Statements

SIGNATURES


                                       2

<PAGE>
                                    PART I


Item 1. Description of Business.

General

     HDF, Inc. (the "Company") was incorporated under the laws of the State of
Colorado on April 21, 1997, and is in the early developmental and promotional
stages. To date the Company's only activities have been organizational ones,
directed at developing its business plan and raising its initial capital. The
Company has not commenced any commercial operations. The Company has no
full-time employees and owns no real estate.

     The Company's business plan is to seek, investigate and, if warranted,
acquire one or more properties or businesses and to pursue other related
activities intended to enhance shareholder value. The acquisition of a business
opportunity may be made by purchase, merger, exchange of stock or otherwise, and
may encompass assets or a business entity, such as a corporation, joint venture
or partnership. The Company has very limited capital, and it is unlikely that
the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

     At the present time the Company has not identified any business opportunity
that it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition. The Company's sole
officer and director has a number of contacts within the field of corporate
finance may be deemed to be an affiliate of another public shell corporation.
As a result, he has had preliminary contacts with representatives of numerous
companies concerning the general possibility of a merger or acquisition by a
public shell company. However, none of these preliminary contacts or discussions
involved the possibility of a merger or acquisition transaction with the
Company.

     It is anticipated that the Company's sole officer and director will contact
broker-dealers and other persons with whom he is acquainted who are involved in
corporate finance matters to advise them of the Company's existence and to
determine if any companies or businesses they represent have an interest in
considering a merger or acquisition with the Company. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity, given the limited funds that are available for acquisitions, or
that any acquisition that occurs will be on terms that are favorable to the
Company or its stockholders.

     The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy, or anticipate in the reasonably near future being able to satisfy,
the minimum asset requirements in order to qualify shares for trading on NASDAQ
or a stock exchange. (See "Investigation and Selection of Business
Opportunities," below.) The Company anticipates that the business opportunities
presented to it will (i) be recently organized with no operating history, or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

                                       3

<PAGE>


     The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities, economic
conditions and other factors.

     Depending upon the nature of the transaction, the current sole officer and
director of the Company may resign his management positions with the Company in
connection with the Company's acquisition of a business opportunity. (See "Form
of Acquisition" and "Risk Factors - The Company - Lack of Continuity in
Management," below) In the event of such resignations, the Company's current
management would not have any control over the conduct of the Company's business
following the Company's combination with a business opportunity.

     It is anticipated that business opportunities will come to the Company's
attention from various sources, including its sole officer and director, its
other stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements or commitments with any individual for such
person to act as a finder of opportunities for the Company.

     The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its sole officer or
director is currently affiliated. Should the Company determine in the future,
contrary to foregoing expectations, that a transaction with an affiliate would
be in the best interests of the Company and its stockholders, the Company is in
general permitted by Colorado law to enter into such a transaction if:

                  1. The material  facts as to the  relationship  or interest of
                  the  affiliate  and  as to the  contract  or  transaction  are
                  disclosed  or are  known to the  Board of  Directors,  and the
                  Board in good faith  authorizes the contract or transaction by
                  the  affirmative  vote  of a  majority  of  the  disinterested
                  directors,  even though the disinterested directors constitute
                  less than a quorum; or

                  2. The material  facts as to the  relationship  or interest of
                  the  affiliate  and  as to the  contract  or  transaction  are
                  disclosed  or are known to the  stockholders  entitled to vote
                  thereon,  and the  contract  or  transaction  is  specifically
                  approved in good faith by vote of the stockholders; or

                  3. The contract or transaction is fair as to the Company as of
                  the time it is  authorized,  approved or ratified by the Board
                  of Directors or the stockholders.

Investigation and Selection of Business Opportunities

     To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the company will derive from becoming a publicly held entity
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,

                                       4

<PAGE>

change product emphasis, change or substantially augment management or make
other changes. The Company will be dependent upon the owners of a business
opportunity to identify any such problems which may exist and to implement, or
be primarily responsible for the implementation of, required changes. Because
the Company may participate in a business opportunity with a newly organized
firm or with a firm which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks, because management in many
instances will not have proved its abilities or effectiveness, the eventual
market for such company's products or services will likely not be established
and such company may not be profitable when acquired.

     It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

     It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders pursuant to
the authority and discretion of the Company's management to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by the director to seek the
stockholders' advice and consent or because state law so requires.

     The analysis of business opportunities will be undertaken by or under the
supervision of the Company's President, who is not a professional business
analyst. Although there are no current plans to do so, Company management might
hire an outside consultant to assist in the investigation and selection of
business opportunities, and might pay a finder's fee. Since Company management
has no current plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have been
adopted regarding use of such consultants or advisors, the criteria to be used
in selecting such consultants or advisors, the services to be provided, the term
of service or regarding the total amount of fees that may be paid. However,
because of the limited resources of the Company, it is likely that any such fee
the Company agrees to pay would be paid in stock and not in cash. Otherwise, the
Company anticipates that it will consider, among other things, the following
factors:

     1. Potential for growth and profitability, indicated by new technology,
     anticipated market expansion or new products;

     2. The Company's perception of how any particular business opportunity will
     be received by the investment community and by the Company's stockholders;

     3. Whether, following the business combination, the financial condition of
     the business opportunity would be, or would have a significant prospect in
     the foreseeable future of becoming sufficient to enable the securities of
     the Company to qualify for listing on an exchange or on a national
     automated securities quotation system, such as NASDAQ, so as to permit the
     trading of such securities to be exempt from the requirements of Rule
     15c2-6 recently adopted by the Securities and Exchange Commission

     4. Capital requirements and anticipated availability of required funds to
     be provided by the Company or from operations, through the sale of
     additional securities, through joint ventures or similar arrangements or
     from other sources;

                                       5

<PAGE>


     5. The extent to which the business opportunity can be advanced;

     6. Competitive position as compared to other companies of similar size and
     experience within the industry segment as well as within the industry as a
     whole;

     7. Strength and diversity of existing management, or management prospects
     that are scheduled for recruitment;

     8. The cost of participation by the Company as compared to the perceived
     tangible and intangible values and potential; and

     9. The accessibility of required management expertise, personnel, raw
     materials, services, professional assistance and other required items.

     In order to be included in NASDAQ's SmallCap Market, a company must satisfy
the requirements described below. A company must meet one or more of the
following three requirements: (i) net tangible assets of $4 million ($2 million
for continued inclusion), (ii) have a market capitalization of $50 million ($35
million for continued inclusion), or (iii) have net income (in the latest fiscal
year or 2 of the last 3 fiscal years) of $750,000 ($500,000 for continued
inclusion). In addition, a company must also satisfy the following requirements:
(i) 1 million shares in the public float (500,000 for continued inclusion), (ii)
$5 million of market value of the public float ($1 million for continued
inclusion), (iii) a minimum bid price of $4 ($1 for continued inclusion), (iv)
3 market makers (2 for continued inclusion), (v) 300 (round lot) shareholders,
(vi) an operating history of 1 year or market capitalization of $50 million, and
(vii) certain corporate governance standards. Many, and perhaps most, of the
business opportunities that might be potential candidates for a combination with
the Company would not satisfy the NASDAQ listing criteria.

     No one of the factors described above will be controlling in the selection
of a business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.

     The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

     Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with written materials
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents, trademarks or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.

                                       6

<PAGE>


     As part of the Company's investigation, the Company's executive officer and
director may meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

     Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and which believe that the possible prior
existence of a public market for their securities would be beneficial and
acquisition candidates which plan to acquire additional assets through issuance
of securities rather than for cash, and which believe that the possibility of
development of a public market for their securities will be of assistance in
that process. Acquisition candidates which have a need for an immediate cash
infusion are not likely to find a potential business combination with the
Company to be an attractive alternative.

Form of Acquisition

     It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing director may resign and new
directors may be appointed without any vote by stockholders.

     It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock ("Common Stock") or other
securities of the Company. Although the terms of any such transaction cannot be
predicted, it should be noted that in certain circumstances the criteria for
determining whether or not an acquisition is a so-called "tax free"
reorganization under the Internal Revenue Code of 1986 (the "Internal Revenue
Code") depends upon the issuance to the stockholders of the acquired company of
a controlling interest (i.e. 80% or more) of the common stock of the combined
entities immediately following the reorganization. If a transaction were
structured to take advantage of these provisions rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's current
stockholders would retain in the aggregate 20% or less of the total issued and
outstanding shares. This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current sole officer and director and principal
shareholders.

                                       7

<PAGE>


     It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws In some
circumstances, however, as a negotiated element of the transaction, the Company
may agree to register such securities either at the time the transaction is
consummated, or under certain conditions or at specified times thereafter. The
issuance of substantial additional securities and their potential sale into any
trading market that might develop in the Company's securities may have a
depressive effect upon such market.

     The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default and include miscellaneous other terms.

     As a general matter, the Company anticipates that it, and/or its sole
officer and principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.

Investment Company Act and Other Regulation

     The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities. Specifically, the
Company intends to conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act and the regulations
promulgated thereunder.

     Section 3(a) of the Investment Act contains the definition of an
"investment company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.

                                       8

<PAGE>


     The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company, stockholders will
not be afforded these protections.

     Any securities which the Company might acquire in exchange for its Common
Stock are expected to be "restricted securities" within the meaning of the
Securities Act. If the Company elects to resell such securities, such sale
cannot proceed unless a registration statement has been declared effective by
the Securities and Exchange Commission or an exemption from registration is
available. Section 4(1) of the Securities Act, which exempts sales of securities
not involving a distribution, would in all likelihood be available to permit a
private sale. Although the plan of operation does not contemplate resale of
securities acquired, if such a sale were to be necessary, the Company would be
required to comply with the provisions of the Securities Act to effect such
resale.

     An acquisition made by the Company may be in an industry which is regulated
or licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.

Competition

     The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies and wealthy
individuals. Many of these entities will have significantly greater experience,
resources and managerial capabilities than the Company and will therefore be in
a better position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from other public
"blind pool" companies, many of which may have more funds available than does
the Company.

Administrative Offices

     The Company currently maintains a mailing address at 1050 Seventeenth
Street, Suite 1700, Denver, Colorado 80265, which is the office address of its
legal counsel and its sole officer and director. The Company's telephone number
is (303) 292-3883. Other than this mailing address, the Company does not
currently maintain any other office facilities, and does not anticipate the need
for maintaining office facilities at any time in the foreseeable future. The
Company pays no rent or other fees for the use of this mailing address.

Employees

     The Company is a development stage company and currently has no employees.
Management of the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate a need to engage any full-time employees
so long as it is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection with the
decision of whether or not to acquire or participate in specific business
opportunities. Although there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit of, the Company's
sole officer prior to, or in conjunction with, the completion of a business
acquisition.

                                       9

<PAGE>


Item 2 - Description of Property

The Company has no properties and at this time has no agreements to acquire any
properties. The Company intends to attempt to acquire assets or a business in
exchange for its securities which assets or business is determined to be
desirable.

Since its inception, the Company has operated from the offices of its sole
officer and director, who is also legal counsel to the Company, Schlueter &
Associates, P.C., at 1050 Seventeenth Street, Suite 1700, Denver, Colorado
80265. This space is provided to the Company on a rent free basis by Schlueter &
Associates, P.C., counsel to the Company, and it is anticipated that this
arrangement will remain until such time as the Company successfully consummates
a merger or acquisition. Management believes that this space will meet the
Company's needs for the foreseeable future.

Item 3 - Legal Proceedings

The Company is not aware of any material pending litigation to which the Company
is or may be a party, nor is it aware of any pending or contemplated proceedings
against it by governmental authorities. The Company knows of no legal
proceedings pending or threatened, or judgments entered against, any director or
officer of the Company, or legal proceeding to which any director, officer or
security holder of the Company is a party adverse to, or has a material interest
adverse to, the Company.

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

No matters were submitted by the Company to a vote of the Company's shareholders
through the substitution of proxies or otherwise, during the fourth quarter of
the fiscal year covered by this report.



                                       10


<PAGE>

                                     PART II


Item 5 - Market For Common Equity and Related Stockholder Matters

There is no trading market for the Company's Common Stock at present and there
has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.

Market Price

     The Company's Common Stock is not quoted at the present time.


Holders

     There are three holders of the Company's Common Stock. All of the issued
and outstanding shares of the Company's Common Stock were issued in accordance
with the exemption from registration afforded by Section 4(2) of the Securities
Act.

Dividends

     The Company has not paid any dividends to date, and has no plans to do so
in the immediate future.

Recent Sales of Unregistered Securities

Since April 21, 1997 (the date of the Company's formation), the Company has sold
its Common Stock to the persons listed in the table below in transactions
summarized as follows:
<TABLE>
<CAPTION>

                            Date of        Shares       Aggregate         Purchase
         Name                 Sale       Purchased      Purchase Price    Price per Share
         ----                 ----       ---------      --------------    ---------------
<S>                         <C>           <C>            <C>               <C>
Frederick A. Huttner        4/22/97       500,000        $500.00(1)        $0.001
                            3/31/98       250,000        $250.00           $0.001
                            4/23/98       250,000        $250.00           $0.001

Henry F. Schlueter          4/22/97       500,000        $500.00(1)        $0.001
                            3/27/98       500,000        $500.00           $0.001

David J. Gregarek           4/22/97       500,000        $500.00(1)        $0.001
                            3/27/98       500,000        $500.00           $0.001
------------------------------
</TABLE>


(1)  Consideration consisted of pre-incorporation services, valued at $500.00,
     rendered to the Company for investigating and developing the Company's
     proposed business plan and capital structure and for completing the
     organization and incorporation of the Company.

                                       11

<PAGE>


All of the listed sales were made in reliance upon the exemption from
registration offered by Section 4(2) of the Securities Act. Based upon Purchaser
Questionnaires completed by each of the subscribers and the pre-existing
relationship between the subscribers and the Company's sole officer and
director, the Company had reasonable grounds to believe, immediately prior to
making an offer to the private investors, and did in fact believe, when such
subscriptions were accepted, that such purchasers (1) were purchasing for
investment and not with a view to distribution, and (2) had such knowledge and
experience in financial and business matters that they were capable of
evaluating the merits and risks of their investment and were able to bear those
risks. The purchasers had access to pertinent information enabling them to ask
informed questions. The shares were issued without the benefit of registration.
An appropriate restrictive legend is imprinted upon each of the certificates
representing such shares, and stop-transfer instructions have been entered in
the Company's transfer records. All such sales were effected without the aid of
underwriters, and no sales commissions were paid.

Item 6 - Management's Discussion and Analysis or Plan of Operation

Plan of Operation

The Company intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.

The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business, industry or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See the Financial
Statements included herewith. This lack of diversification should be considered
a substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.

The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

                                       12

<PAGE>


The Company has, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-QSB's or 10-KSB's, agreements and related reports and
documents. The Exchange Act specifically requires that any merger or acquisition
candidate comply with all applicable reporting requirements, which include
providing audited financial statements to be included within the numerous
filings relevant to complying with the Exchange Act. Nevertheless, the officers
and directors of the Company have not conducted market research and are not
aware of statistical data which would support the perceived benefits of a merger
or acquisition transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products, services or trades;
name identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.

Management of the Company, while not especially experienced in matters relating
to the new business of the Company, shall rely upon their own efforts and, to a
much lesser extent, the efforts of the Company's shareholders, in accomplishing
the business purposes of the Company. It is not anticipated that any outside
consultants or advisors will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does retain such an
outside consultant or advisor, any cash fee earned by such party will need to be
paid by the prospective merger/acquisition candidate, as the Company has no cash
assets with which to pay such obligation. With respect to legal matters, each of
the officers and directors has engaged Mr. Schlueter to represent them as
counsel in the past, and management expects to continue to engage Mr. Schlueter
as counsel to the Company. There have been no contracts or agreements with any
outside consultants and none are anticipated in the future.

The Company will not restrict its search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded or may seek other
perceived advantages which the Company may offer. However, the Company does not

                                       13

<PAGE>

intend to obtain funds in one or more private placements, any public offerings
or off-shore offerings under Regulation S adopted under the Securities Act to
finance the operation of any acquired business opportunity until such time as
the Company has successfully consummated such a merger or acquisition.

It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, present management of the
Company (i.e., Messrs. David Gregarek and Frederick A. Huttner) and the
Company's counsel, Henry F. Schlueter, and his wife (collectively the "Lending
Parties") have advised that they will pay certain costs and expenses of the
Company from their personal funds as interest free loans. There has been no
specific agreement upon a dollar cap of any such loans by the Lending Parties.
Further, the Lending Parties recognize that the only opportunity to have these
loans repaid will be from a prospective merger or acquisition candidate. The
Lending Parties have agreed among themselves that the repayment of any loans
made on behalf of the Company will not impede, or be made conditional in any
manner on, 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 Lending Parties may be required to convert such loans or
advances into stock. The Lending Parties 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 Lending Parties 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.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. It is management's present intention to make all
reasonable efforts to afford all shareholders of the Company the opportunity to
sell their shares upon similar terms and conditions of sale as are negotiated by
the officers and directors of the Company for the sale of their own shares. Any
and all such sales will only be made in compliance with the securities laws of
the United States and any applicable state securities laws.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after the Company has
successfully consummated a merger or acquisition and the Company is no longer
considered a shell company. Until such time as this occurs, the Company will not
attempt to register any additional securities. The issuance of substantial
additional securities and their potential sale into any trading market which may
develop in the Company's securities may have a depressive effect on the value of
the Company's securities in the future if such a market develops, of which there
is no assurance.

                                       14

<PAGE>


While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.

As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise. The manner in which the Company
participates in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the management of
the opportunity and the relative negotiating strength of the Company and such
other management.

With respect to any merger or acquisition, negotiation with target company
management is expected to focus on the percentage of the Company which target
company shareholders would acquire in exchange for all of their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's then shareholders. If required to do so under relevant law, management
of the Company will seek shareholder approval of a proposed merger or
acquisition via a proxy statement. However, such approval would be assured where
management supports such a business transaction because management presently
controls sufficient shares of the Company to effectuate a positive vote on the
proposed transaction. Further, a prospective transaction may be structured so
that shareholder approval is not required, and such a transaction may be
effectuated by the Board of Directors without shareholder approval.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

As stated hereinabove, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-K (or 10-KSB, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing

                                       15

<PAGE>

documents, the closing documents will provide that the proposed transaction will
be voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.


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 of which
$422 remains.. Consequently, the Company's balance sheet as of April 30, 1999,
reflects current assets of $ 422 in the form of cash, and total assets of $ 422
with current liabilities of $1,434.

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.

Results of Operations

During the period from April 21, 1997 (inception) through April 30, 1999 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 incurred a loss in the amount of $2,514
compared to a loss of $1,498 in the previous period. The increase in operating
expenses of $1,034 was a result of organizational expenses, expenses associated
with registration under the Exchange Act. 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 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,


                                       16

<PAGE>

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.

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.



Item 7 - Financial Statements

The audited financial statements of the Company, and related notes thereto, as
of April 30, 1999, and for the years ended December 31, 1999 and 1998,
accompanied by the independent auditors' report, are included herewith at pages
F-1 to F-12.

Item 8 - Changes in and Disagreements with Accountants on Accounting and;
Financial Disclosure

The Company has not had any reported or material disagreement with its
accountants on any matter of accounting principles, practices or financial
statement disclosure.


                                       17



<PAGE>
                                    PART III

Item 9 - Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act Officers, Directors, Promoters
and Parents

     The officers and directors of the Company are as follows:

         Name                      Position                             Age
         ----                      --------                             ---

Henry F. Schlueter         President and Sole Director                  48

     Officers are appointed by and serve at the discretion of the Board of
Directors. Each director holds office until the next annual meeting of
shareholders or until a successor has been duly elected and qualified. Each of
the Company's officers and directors devotes only such time as is available to
the business of the Company. There are no family relationships between any
directors or executive officers of the Company.

     Henry F. Schlueter has served as the Company's sole officer and director
since April 21, 1997. Since 1992, Mr. Schlueter has been the managing director
of Schlueter & Associates, P.C., a law firm, practicing in the areas of
securities, mergers and acquisitions, finance and corporate law. From 1989 to
1991, prior to establishing Schlueter & Associates, P.C., Mr. Schlueter was a
partner in the Denver, Colorado office of Kutak Rock (formerly Kutak, Rock &
Campbell), and from 1984 to 1989, he was a partner in the Denver office of
Nelson & Harding. Mr. Schlueter is a member of the American Institute of
Certified Public Accountants, the Colorado Society of CPA's, the Colorado and
Denver Bar Associations and the Wyoming State Bar. Mr. Schlueter received his
law degree from the University of Wyoming College of Law in 1978.

Compliance with Section 16(a) of the Exchange Act

     Management believes that all applicable filings were made in compliance
with Section 16(a) of the Exchange Act.

Conflicts of Interest

     The Company's sole officer and director is associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in his acting as officers and directors of the
Company. Insofar he is engaged in other business activities, he will devote only
a minor amount of time to the Company's affairs.

     Mr. Schlueter has been a director and principal shareholders in other blank
check companies, and he may in the future become a shareholder, officer or
director of other companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company. Accordingly,
direct conflicts of interest may arise in the future with respect to Mr.
Schlueter acting on behalf of the Company or other entities. Conflicts of
interest may arise with respect to opportunities which come to the attention of
Mr. Schlueter in the performance of his duties or otherwise. The Company does
not currently have a right of first refusal pertaining to opportunities that
come to Mr. Schlueter's attention insofar as such opportunities may relate to
the Company's proposed business operations.

     The officers and directors are, so long as they are officers or directors
of the Company, subject to the restriction that all opportunities contemplated
by the Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will be
a breach of the fiduciary duties of the officer or director. If the Company and
the companies with which the officers and directors are affiliated both desire
to take advantage of an opportunity, then the Board of Directors has agreed that
said opportunity should be available to each such company in the order in which
such companies registered or became current in the filing of annual reports
under the Exchange Act subsequent to January 1, 1997. All directors may still
individually take advantage of opportunities if the Company should decline to do
so. Except as set forth above, the Company has not adopted any other conflict of
interest policy with respect to such transactions.

     There can be no assurance that management will resolve all conflicts of
interest in favor of the Company.


                                       18
<PAGE>


Item 10 - Executive Compensation

None of the Company's officers and/or directors receive any compensation for
their respective services rendered to the Company, and, except as described
below under Item 12, "Certain Relationships and Related Transactions," the
Company paid no cash or non-cash compensation to any officer or director during
the fiscal years ended April 30, 1999 or 1998. The Company's officers and
directors have agreed to act without compensation until authorized by the Board
of Directors, which is not expected to occur until the Company has generated
revenues from operations after consummation of a merger or acquisition. As of
the date of this report, the Company has no funds available to pay directors.
Further, none of the directors are accruing any compensation pursuant to any
agreement with the Company.

It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company. In the event the Company
consummates a transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for their referral in
the form of a finder's fee. It is anticipated that this fee will be either in
the form of restricted Common Stock issued by the Company as part of the terms
of the proposed transaction or will be in the form of cash consideration.
However, if such compensation is in the form of cash, such payment will be
tendered by the acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this report, but is expected to be comparable to
consideration normally paid in like transactions. No member of management of the
Company will receive any finder's fee, either directly or indirectly, as a
result of their respective efforts to implement the Company's business plan
outlined herein.

The Company has no retirement, pension, profit sharing, stock option or
insurance or medical reimbursement plans or programs covering its officers and
directors, and does not contemplate implementing any such plans at this time.

No advances have been made or are contemplated by the Company to any of its
officers or directors.

Item 11. - Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this Registration Statement,
the number of shares of Common Stock owned of record and beneficially by its
sole executive officer and director and persons who hold 5% or more of the
outstanding Common Stock of the Company. Also included are the shares held by
all executive officers and directors as a group (one person).

                                       Number of
                                     Shares Owned            Percent of
     Name and Address                Beneficially            Class Owned
     ----------------                ------------            -----------

 Frederick A. Huttner
 13634 Taylor Crest Road
 Houston, Texas  77079                1,000,000                33-1/3%

 Henry F. Schlueter(1)
 1050 Seventeenth Street, Suite 1700
 Denver, Colorado  80265              1,000,000                33-1/3%

 David Gregarek
 71 Spyglass Drive
 Littleton, Colorado  80123           1,000,000                33-1/3%

 All directors and executive
 officers as a group (1 person)       1,000,000                33-1/3%

--------------------------------
(1)  The person listed is the sole officer and director of the Company.

     There are no outstanding options, warrants or rights to purchase securities
from the Company.

Item 12 - Certain Relationships and Related Transactions

The Company issued to its sole officer and director, and to its other principal
shareholders, a total of 1,500,000 shares of Common Stock as consideration for a
total of $1,500.00 in services in the fiscal year ended April 30, 1998. The
Company neither owns or leases any real or personal property. Office services
are provided by an officer of the Company who also serves as the Company's
corporate counsel. Turing the year ended April 30, 1999, the Company paid or
accrued an aggregate of $1,434 for office services and professional fees related
to the management of the Company.

                                       19

<PAGE>



Item 13 - Exhibits and Reports on Form 8-K

         (a)  Exhibits.

             Exhibit No.                         Description
             -----------                         -----------


                 27                      Financial Data Schedule

         (b) Reports on Form 8-K:

              The Company  did not file any reports on Form 8-K with  respect to
         the fourth quarter of the fiscal year ended April 30, 1999.



                                       20

<PAGE>






Signatures

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                             HDF, INC.



Date August 16, 1999                         By: /s/  Henry F. Schlueter
     ---------------                             -----------------------
                                                 Henry F. Schlueter, President


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date August 16, 1999                         By: /s/  Henry F. Schlueter
     ---------------                             -------------------------------
                                                  Henry F. Schlueter, President

                                       21
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
HDF, Inc.


We have audited the accompanying balance sheet of HDF, Inc. (a development stage
company) as of April 30, 1999, and the related statements of operations,
stockholders' equity, and cash flows for the and for each of the years in the
two year period then ended and for the period from inception to April 30, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HDF, Inc. (a development stage
company) as of April 30, 1999 and the results of its operations, and its cash
flows for each of the years in the two year period then ended and for the period
from inception to April 30, 1999 in conformity with generally accepted
accounting principles.



                                        James E. Scheifley & Associates, P.C.
                                             Certified Public Accountants

Denver, Colorado
August 10, 1999



<PAGE>



                                    HDF, Inc
                          (A Development Stage Company)
                                  Balance Sheet
                                 April 30, 1999

                                     ASSETS
                                     ------
Current assets:                                                           1998
                                                                        -------
  Cash                                                                  $   422
                                                                        -------
      Total current assets                                                  422

                                                                        $   422
                                                                        =======

                              STOCKHOLDERS' EQUITY
                              --------------------
Current liabilities:

Accounts payable - related party                                          1,434
                                                                        -------

Total current liabilities                                                 1,434

Commitments and contingencies

Stockholders' equity:
 Preferred stock, $.001 par value
  10,000,000 shares authorized                                             --

 Common stock, $.001 par value,
  20,000,000 shares authorized, 3,000,000 shares
  issued and outstanding                                                  3,000
 (Deficit) accumulated during
  development stage                                                      (4,012)
                                                                        -------
                                                                         (1,012)
                                                                        -------
                                                                        $   422
                                                                        =======




                 See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>


                                                  HDF, Inc
                                         (A Development Stage Company)
                                            Statement of Operations
                                     Years Ended April 30, 1999 and 1998 and
                         For the Period From Inception (April 21, 1997) to April 30, 1999

                                                    Year                    Year                 Period From
                                                    Ended                  Ended                Inception To
                                                  April 30,              April 30,                April 30,
                                                    1999                    1998                    1999
                                                 -----------             -----------            -------------

<S>                                                    <C>                     <C>                     <C>
Operating expenses                                     2,534                   1,500                   4,034
                                                 -----------             -----------             -----------
(Loss from operations)                                (2,534)                 (1,500)                 (4,034)

Interest income                                           20                       2                      22
                                                 -----------             -----------             -----------
Net (loss)                                       $    (2,514)            $    (1,498)            $    (4,012)
                                                 ===========             ===========             ===========

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 financial statements.




<PAGE>
                                                        HDF, Inc
                                              (A Development Stage Company)
                                      Statement of Changes in Stockholders' Equity
                           For the Period From Inception (April 21, 1997) to April 30, 1999


                                                                                      Deficit
                                                   Common Stock                     Accumulated
                                           -----------------------------          During Develop-
               ACTIVITY                      Shares             Amount              ment Stage            Total
               --------                      ------             ------              ----------            -----

Balance at inception                            --             $    --             $    --              $    --

Shares issued for services
  April, 1997 @ $.001                      1,500,000               1,500               1,500
Shares issued for cash
  April, 1998 @ $.001                      1,500,000               1,500               1,500

Net (loss) for the period
 ended April 30, 1998                           --                  --                (1,498)              (1,498)
                                           ---------           ---------           ---------            ---------

Balance, April 30, 1998                    3,000,000               3,000              (1,498)               1,502

Net (loss) for the year
 ended April 30, 1999                           --                  --                (2,514)              (2,514)
                                           ---------           ---------           ---------            ---------

Balance, April 30, 1999                    3,000,000           $   3,000           $  (4,012)           $  (1,012)
                                           =========           =========           =========            =========





<PAGE>
                                                  HDF, Inc
                                        (A Development Stage Company)
                                           Statement of Cash Flows
                                    Years Ended April 30, 1999 and 1998 and
                        For the Period From Inception (April 21, 1997) to April 30, 1999

                                                           Year                Year             Period From
                                                          Ended               Ended             Inception To
                                                         April 30,           April 30,           April 30,
                                                           1999                1998                1999
                                                         -------             -------            ---------

Net income (loss)                                        $(2,514)            $(1,498)            $(4,012)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Services provided for common stock                       --                 1,500               1,500
Changes in assets and liabilities:
    Increase (decrease) in accounts payable                1,434                --                 1,434
                                                         -------             -------             -------
  Total adjustments                                        1,434               1,500               2,934
  Net cash provided by (used in)
   operating activities                                   (1,080)                  2              (1,078)


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

Increase (decrease) in cash                                 (830)              1,252                 422
Cash and cash equivalents,
 beginning of period                                       1,252                --                  --
                                                         -------             -------             -------
Cash and cash equivalents,
 end of period                                           $   422             $ 1,252             $   422
                                                         =======             =======             =======


                              See accompanying notes to financial statements.
</TABLE>


<PAGE>
                                    HDF, Inc
                          (A Development Stage Company)
                             Statement of Cash Flows
        For the Period From Inception (April 21, 1997) to April 30, 1999

                                             Year      Year         Period From
                                            Ended      Ended        Inception To
                                          April 30,   April 30,      April 30,
                                            1999        1998           1999
                                            ----        ----           ----


Supplemental cash flow information:
   Cash paid for interest                    $--        $--           $--
   Cash paid for income taxes                $--        $--           $--








                See accompanying notes to financial statements.






<PAGE>




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


Note 1. 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.

     SIGNIFICANT ACCOUNTING POLICIES

Estimates
The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.

Fair Value of Financial Instruments
The Company's short-term financial instruments consists of cash. The carrying
amounts of the Company's financial instruments approximates fair value because
of their short-term maturities. Financial instruments that potentially subject
the Company to a concentration of credit risk consist principally of cash.
During the period presented the Company did not maintain cash deposits at
financial institutions in excess of the $100,000 limit covered by the Federal
Deposit Insurance Corporation. The Company does not hold or issue financial
instruments for trading purposes nor does it hold or issue interest rate or
leveraged derivative financial instruments

Net loss per share
In February 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 128, "Earnings Per Share." SFAS No. 128 supersedes and simplifies the
existing computational guidelines under Accounting Principles Board ("APB")
Opinion No. 15, "Earnings Per Share."

The statement is effective for financial statements issued for periods ending
after December 15, 1997. Among other changes, SFAS No. 128 eliminates the
presentation of primary earnings per share and replaces it with basic earnings
per share for which common stock equivalents are not considered in the
computation. It also revises the computation of diluted earnings per share. The
Company has adopted SFAS No. 128 and there is no material impact to the
Company's earnings per share, financial condition, or results of operations. The
Company's earnings per share have been restated for all periods presented to be
consistent with SFAS No. 128.


<PAGE>




The basic 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.

Cash and cash equivalents
Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.

Recent Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for all
items that are to be recognized under accounting standards as components of
comprehensive income to be reported in the financial statements. The statement
is effective for all periods beginning after December 15, 1997 and
reclassification of financial statements of financial statements for earlier
periods will be required for comparative purposes. To date, the Company has not
engaged in transactions which would result in any significant difference between
its reported net loss and comprehensive net loss as defined in the statement.

In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1 provides
authoritative guidance on when internal-use software costs should be capitalized
and when these costs should be expensed as incurred.

Effective in 1998, the Company adopted SOP 98-1, however the Company has not
incurred costs to date which would require evaluation in accordance with the
SOP.

Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
superseded SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major customers.

The adoption of SFAS 131 did not affect results of operations or financial
position. To date, the Company has not operated in any business activity.


<PAGE>




Effective December 31, 1998, the Company adopted the provisions of SFAS No. 132,
Employers' Disclosures about Pensions and Other Post-retirement Benefits ("SFAS
132"). SFAS 132 supersedes the disclosure requirements in SFAS No. 87,
Employers' Accounting for Pensions, and SFAS No. 106, Employers' Accounting for
Post-retirement Benefits Other Than Pensions. The overall objective of SFAS 132
is to improve and standardize disclosures about pensions and other
post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of operations or
financial position.

The Company has not initiated benefit plans to date which would require
disclosure under the statement.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), which
is required to be adopted in years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedged item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and the financial
position of the Company, however it believes that it has not to date engaged in
significant transactions encompassed by the statement.


Note 2. STOCKHOLDERS' EQUITY

At inception, the Company issued 1,500,000 shares of common stock to its
officers for services provided in connection with the organization of the
Company. Fair value used for this transaction of $.001 per share is based upon
the estimated value to the Company of the services provided. The value of the
services has been charged to operations for the period ended April 30, 1998.

Additionally, the Company sold an aggregate of 1,500,000 to its officers for
cash at $.001 per share during the period ended April 30, 1998. At April 30,
1998, $250 was due from an officer arising from the stock sale. The funds were
received from the officer during May 1998.



<PAGE>




Note 3. INCOME TAXES

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
deferred tax asset related to the operating loss carryforward has been fully
reserved.

The Company has not provided current or deferred income taxes for the period
presented due to a loss from operations.

The Company currently has a net operating loss carryforward aggregating
approximately $4,000 which expires beginning in 2013 ($1,500) through 2014
($2,500). The tax benefit of the loss, estimated to be approximately $600, has
been fully reserved as its realization in future periods is not assured. During
the year ended April 30, 1999, the reserve was increased by $375.


Note 4.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. Office
services are provided by an officer of the Company who also serves as the
Company's corporate counsel. During the year ended April 30, 1999, the Company
paid or accrued an aggregate $1,434 for such services and for professional fees
related to management of the Company.

The officers and directors of the Company are involved in other business
activities and may become involved in other business activities in the future.
Such business activities may conflict with the activities of the Company. The
Company has not formulated a policy for the resolution of any such conflicts
that may arise.