<PAGE>


<PAGE>
                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-KSB

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

                   For the fiscal year ended: May 31, 1998

                      Commission file number: 33-8420-D

                                HIGH HOPES, INC.
               ----------------------------------------------
               (Name of small business issuer in its Charter)

           Nevada                                        84-1037630
-------------------------------                     -----------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                   P.O.Box 460363, Aurora, Colorado 80046
          -----------------------------------------------------------
          (Address of principal executive offices, including zip code)
 
                              (303) 221-7376
                        ---------------------------
                        (Issuer's telephone number)

Securities Registered Pursuant to Section 12(b) of the Act:  None.

Securities Registered Pursuant to Section 12(g) of the Act:  None.

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 [X]   No [ ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to the
best of Registrant'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. [X]

State Issuer's revenues for its most recent fiscal year:  $840.

As of September 15, 1998, 1,400,230 shares of $.001 par value common stock
were outstanding.

Documents incorporated by reference:  NONE.

Transitional Small Business Disclosure Format (check one):  Yes __   No X


<PAGE>
                                   PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

     High Hopes, Inc. (the "Company") is a development stage enterprise formed
under the laws of the State of Nevada on August 25, 1986 to evaluate,
structure and complete a merger with, or acquisition of, prospects consisting
of private companies, partnerships or sole proprietorships.  The Company may
seek to acquire a controlling interest in such entities in contemplation of
later completing an acquisition.  The Company is not limited to any operation
or geographic area in seeking out opportunities.  Management has not
identified any particular business or industry within which the Company will
seek an acquisition or merger.  The Company has not conducted, nor have others
made available to it, market research supporting the viability of the
Company's proposed operations.

     Since the Company does not have any cash, it must locate a potential
acquisition or merger candidate that is only interested in the liquidity of a
public company.

     On December 28, 1995, the Company effected a 1 for 3 reverse split of the
Company's outstanding Common Stock.  All numbers of shares stated herein give
retroactive effect to the reverse split.

     The Company's offices are located at 5770 South Beech Court, Greenwood
Village, Colorado 80121, and its telephone number is (303) 221-7376.

DESCRIPTION OF BUSINESS

     The Company believes it has insufficient capital with which to finance
cash acquisitions of other business entities.  Accordingly, the Company will
be incapable of acquiring the assets or business of other entities except in
those instances where the Company exchanges its common stock with those held
by the target company and/or the target company's shareholders.  Another
possibility, although less likely, is that the Company may give its common
stock to a target in exchange for the target's assets.  Management expects
that an exchange of the Company's common stock in a merger or acquisition, if
ever, would require the Company to issue a substantial number of its common
stock.  Accordingly, the percentage of common stock held by the Company's
then-shareholders would be reduced as a result of the increased number of
common stock issued and outstanding following any such merger or acquisition.

     The Company expects to continue to concentrate primarily on the
identification and evaluation of prospective merger or acquisition "target"
entities including private companies, partnerships or sole proprietorships.
The Company does not intend to act as a general or limited partner in connec-
tion with partnerships it may merge with or acquire.  Management has not
identified any particular area of interest within which the Company will
continue its efforts.

     Management contemplates that the Company will seek to merge with or
acquire a target company with either assets or earnings, or both, and that
preliminary evaluations undertaken by the Company will assist in identifying
possible target companies.  The Company has not established a specific level
of earnings or assets below which the Company would not consider a merger or
acquisition with a target company.  Moreover, management may identify a target
company which is generating losses which it will seek to acquire or merge with


                                       2
<PAGE>

<PAGE>
the Company.  The merger with or acquisition of a target company which is
generating losses or which has negative shareholders' equity may have a
material adverse affect on the price of the Company's common stock.  There is
no assurance, if the Company acquires a target company with assets or
earnings, or both, that the price of the Company's common stock will increase.

PLAN OF ACQUISITION

     The Company will follow a systematic approach to identify its most
suitable acquisition candidates.

     First, management will continue to concentrate on identifying any number
of preliminary prospects which may be brought to the attention of management
through present associations or by virtue of the very limited advertising
campaign the Company will conduct.  Management will then apply certain of its
broad criteria to the preliminary prospects.  Essentially, this will entail a
determination by management as to whether or not the prospects are in an
industry which appears promising and whether or not the prospects themselves
have potential within their own industries.  During this initial screening
process, management will ask and receive answers to questions framed to
provide appropriate threshold information, depending upon the nature of the
prospect's business.  Such evaluation is not expected to be an in-depth
analysis of the target company's operations although it will encompass to look
at most, if not all, of the same areas to be examined once one or more target
companies are selected for an in-depth review.  For instance, at this stage
management may look at a prospect's unaudited balance sheet.  Once a prospect
is selected for an in-depth review, management will review the prospect's
audited financial statements.  Nevertheless, management anticipates this
evaluation will provide a broad overview of the business of the target company
and should allow a large percentage of preliminary prospects to be eliminated
from further consideration.

     Management expects to enter into further negotiations with target company
management following successful conclusion of financial and evaluation
studies.  Negotiations with target company management will be expected to
focus on the percentage of the Company which target company shareholders would
acquire in exchange for 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 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 ac-
quisition 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.

     The final stage of any merger or acquisition to be effected by the
Company will require the Company to retain the services of its counsel and a
qualified accounting firm in order to properly effect the merger or acquisi-
tion.  The Company may be expected to incur significant legal fees and
accounting costs during the final stages of a merger or acquisition.  Also, if
the merger or acquisition is successfully completed, management anticipates
that certain costs will be incurred for public relations, such as the
dissemination of information to the public, to the shareholders and to the
financial community.  If the Company is unable to complete the merger or
acquisition for any reason, the Company's capital may be substantially
depleted if legal fees and accounting costs have been incurred.  Management
intends to retain legal and accounting services only on an as-needed basis in
the latter stages of a proposed merger or acquisition.


                                       3
<PAGE>

<PAGE>
     Management anticipates that the Company may have to seek additional
financing in order to continue operations.

COMPETITION

     The Company is and will remain an insignificant participant among the
firms that engage in mergers with and acquisitions of privately financed
entities.  Many established venture-capital and financial concerns have
significantly greater financial and personnel resources and technical
expertise than the Company.  In view of the Company's limited financial
resources and limited management availability, the Company will continue to be
at a significant disadvantage compared to the Company's competitors.

EMPLOYEES

     The Company has no full time employees.  Its sole officer devotes as much
time as is necessary to conduct the Company's business.

ITEM 2.  DESCRIPTION OF PROPERTY.

     Since October 2, 1995, the Company has maintained its office in space
provided by Timothy J. Brasel, the Company's President, at no charge.  The
Company owns no real property.

ITEM 3.  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.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders of the Company
during the last quarter of the fiscal year ended May 31, 1998.


                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a)  MARKET INFORMATION.   To the best of management's knowledge, no
public market for any securities of the Company existed prior to September 16,
1997.  The Company's common stock is currently traded in the over-the-counter
market, and prices for the common stock are quoted on the OTC Bulletin Board.

     (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK.  The number of record
holders of the Company's no par value common stock at September 15, 1998, was
approximately 444.  This does not include shareholders who hold stock in their
accounts at broker/dealers.

     (c)  DIVIDENDS.  No dividends have been declared or paid by the Company
since inception.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

     During the fiscal year ended May 31, 1998, and since completing its
public offering, the Company has engaged in no significant operations other
than the search for, and identification and evaluation of, possible
acquisition candidates.  No revenues were received by the Company during the
fiscal year other than a limited amount of interest income.  The Company


                                       4
<PAGE>


<PAGE>
experienced a net loss of $(9,390) during the fiscal year ended May 31, 1998,
which was primarily the result of the legal and accounting costs of compliance
with the reporting requirements of the securities laws and general and
administrative expenses.

     For the remainder of the current fiscal year, the Company anticipates
losses similar in magnitude to those experienced historically.  Should the
Company intensify its search for an acquisition candidate, however, losses are
likely to accrue at a greater rate than experienced historically.  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.

     As of May 31, 1998, the Company had no material commitments for capital
expenditures.

ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-8 hereto.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING FINANCIAL
         DISCLOSURE.

    There have been no disagreements between the Company and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Company's inception.

                                   PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The Directors and Executive Officers of the Company are as follows:

           NAME            AGE                  POSITION
     -----------------     ---       -------------------------------
     Timothy J. Brasel     38        President, Secretary, Treasurer
                                     and Director

     Timothy J. Brasel has served as the Company's sole Officer and Director
since October 2, 1995.  He also serves as President and a Director of two
other publicly-held "shells": Aspen Capital, Inc. and Cypress Capital, Inc.
He also serves as a director of five other publicly-held shells:  Beechport
Capital, Inc., Westlake Capital Corp., Calneva Capital Corp., Studio Capital
Corp., and Zirconium Capital Corp.  From May 1995 until August 1997, Mr.
Brasel served as President and a director of Universal Capital Corp., which
completed an acquisition of Remarc International, Inc. during August 1997.
From February 1996 until February 1997, Mr. Brasel served as President and a
director of Capital 2000, Inc., which completed an acquisition of United
Shields Corporation in February 1997.  From July 1996 until December 1997, Mr.
Brasel served as President and a director of Mahogany Capital, Inc., which
completed an acquisition of Pontotoc Production Company, Inc. during December
1997.  From July 1996 until May 1998, Mr. Brasel served as President and a
director of Walnut Capital, Inc., which completed a merger with Links Ltd.
during May 1998.  From March 1990 until September 1994, Mr. Brasel served as
President, Secretary, Treasurer and a Director of Prentice Capital, Inc., a
publicly-held blank-check company which completed an acquisition of Universal
Footcare, Inc.  From March 1990 until August 1993, Mr. Brasel was President,


                                       5
<PAGE>

<PAGE>
Secretary and a Director of Brasel Ventures, Inc., a publicly-held blank-check
company, which completed an acquisition of American Pharmaceutical Company.
From April 1990 to February 1992, Mr. Brasel served as President, a Director
and sole shareholder of Central Securities Transfer Corporation, a stock
transfer company which is no longer in business.  From January 1989 to May
1992, Mr. Brasel served as a Director of Coalmont, Inc., a publicly-held
blank-check company that completed an acquisition of MCC Holdings, Inc. during
May 1992.  From July 1987 until May 1990, Mr. Brasel served as President of
Eagle Vision, Inc., a publicly-held blank-check company  that completed an
acquisition of UMA Management Associates, Inc.  From November 1988 to June
1990, he also served as President and a Director of L.I. Inc., a publicly-held
blank-check company which completed an acquisition of Imaging Management
Associates, Inc. Since January 1987, Mr. Brasel has been President and a
Director of Bleu Ridge Consultants, Inc., a business and management consulting
firm located in Denver, Colorado.  Mr. Brasel received a Bachelor of Science
Degree in Business Administration from Morningside College, Sioux City, Iowa
in 1980.

     All Directors of the Company will hold office until the next annual
meeting of the shareholders and until their successors have been elected and
qualified.

     The Officers of the Company are elected by the Board of Directors at the
first meeting after each annual meeting of the Company's shareholders, and
hold office until their death, or until they shall resign or have been removed
from office.

     The date of the next annual meeting of the Company will be determined by
the Company's Board of Directors in accordance with Nevada law.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

     The Company's officers, directors and 10% or greater beneficial owners
are not subject to Section 16(a) of the Securities Exchange Act of 1934.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth information regarding the executive
compensation for the Company's President.  No executive officer received any
compensation for the fiscal year ended May 31, 1998:

                                       6
<PAGE>
<PAGE>
<TABLE>
                          SUMMARY COMPENSATION TABLE

<CAPTION>
                                                            LONG-TERM COMPENSATION
                                                     ---------------------------------
                           ANNUAL COMPENSATION            AWARDS           PAYOUTS
                     ------------------------------  ----------------- ---------------
                                                             SECURI-
                                                             TIES
                                                             UNDERLY-
                                          OTHER    RE-       ING               ALL
                                          ANNUAL   STRICTED  OPTIONS/         OTHER
NAME AND PRINCIPAL                        COMPEN-  STOCK     SARs     LTIP    COMPEN-
POSITION            YEAR SALARY   BONUS   SATION   AWARD(S)  (NUMBER) PAYOUTS SATION
------------------  ---- ------   -----   ------   --------  -------- ------- -------
<S>                 <C>   <C>     <C>     <C>      <C>       <C>      <C>     <C>
Timothy J. Brasel,  1998  -0-      -0-     -0-      -0-        -0-      -0-     -0-
 President          1997  -0-      -0-     -0-      -0-        -0-      -0-     -0-

</TABLE>

     The Company's sole Officer and Director currently receives no salary from
the Company.

     The Company has no retirement, pension, profit-sharing or insurance or
medical reimbursement plans covering its Officers and Directors.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of September 15, 1998, the stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, each Director individually
and all Directors and Officers of the Company as a group:

                                   AMOUNT AND
  NAME AND ADDRESS               NATURE OF BENE-             PERCENT
OF BENEFICIAL OWNER              FICIAL OWNERSHIP            OF CLASS
-------------------              ----------------            ---------

Timothy J. Brasel                  561,264 (1)                 40.1%
16178 East Prentice Place
Aurora, Colorado 80015

Paul H. Dragul                     561,264 (2)                 40.1%
950 East Harvard, No. 500
Denver, Colorado 80210

All Directors and Officers         561,264 (1)                 40.1%
Of the Company (1 Person)
__________________

(1)  Includes 280,632 shares held by Charitable Remainder Trust of Timothy
     J. Brasel; and 280,632 shares held by Bleu Ridge Consultants Inc.
     Profit Sharing Plan and Trust.  Timothy J. Brasel is the trustee of
     each of these trusts.

(2)  Includes 299,449 shares held of record by Dr. Dragul and 261,815 shares
     held in Dr. Dragul's IRA.


                                       7
<PAGE>

<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has borrowed $26,314 in the form of unsecured notes payable
from stockholders of the Company.  These notes are payable on demand and bear
interest at 8% per annum.

     During the year ended May 31, 1996, the Company advanced $12,000 to a
stockholder of the Company.  The advance bears interest at 7% per annum and is
due and payable on demand.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
 
     (a)  3. EXHIBITS.
 
EXHBIIT
NUMBER     DESCRIPTION                   LOCATION
-------    -----------                   ---------

 3         Articles of Incorporation,    Incorporated by reference to
           as amended                    Registrant's Form S-18 Registration
                                         Statement (No. 33-8420-D)
 
 3         Bylaws                        Incorporated by reference to
                                         Registrant's Form S-18 Registration
                                         Statement (No. 33-8420-D)

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
quarter ended May 31, 1998.




                                       8
<PAGE>

<PAGE>
                        INDEX TO FINANCIAL STATEMENTS

                               HIGH HOPES, INC.



                             FINANCIAL STATEMENTS

                                    with

             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                            May 31, 1997 and 1998


     Report of Independent Certified Public Accountants       F-2

     Financial Statements:

          Balance Sheet                                       F-3

          Statements of Operations                            F-4

          Statement of Changes in                             F-5
            Stockholders' Equity

          Statements of Cash Flows                            F-6

          Notes to Financial Statements                       F-7





























                                      F-1
<PAGE>


<PAGE>
             REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
High Hopes, Inc.
Aurora, CO 80016

We have audited the accompanying balance sheet of High Hopes, Inc. as of May
31, 1998, and the related statements of operations, stockholders' equity and
cash flows for the two years ended May 31, 1997 and 1998.  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 audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits 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 made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

The Company had certain transactions with related parties as more fully
described in Notes 2,3,4 and 5 to the financial statements.  Whether the terms
of these transactions would have been the same had they been between wholly
unrelated parties cannot be determined.

In our opinion, the financial statements, referred to above, present fairly,
in all material respects, the financial position of High Hopes, Inc. as of May
31, 1998, and the results of its operations, changes in its stockholders'
equity and its cash flows for the two years ended May 31, 1997 and 1998, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has a net capital deficiency as of May 31,
1998 and has no ongoing business operations, subsequent to the spin-off of the
rental activities.  These factors raise substantial doubt about its ability to
continue as a going concern.  Management's plan in regard to these matters is
also described in Note 1.  The financial statements do not include any
adjustments that may result from the outcome of this uncertainty.




                                   Schumacher & Associates, Inc.
                                   Certified Public Accountants
                                   12835 E. Arapahoe Road
                                   Tower II, Suite 110
                                   Englewood, Colorado 80112
September 10, 1998






                                  F-2
<PAGE>

<PAGE>
                               HIGH HOPES, INC.

                                BALANCE SHEET
                                 May 31, 1998

                                    ASSETS

Current Assets
   Cash                                               $     617
   Advances - related party (Note 5)                     12,000
   Other assets                                           2,108
                                                      ---------
      Total Current Assets                               14,725

TOTAL ASSETS                                          $  14,725
                                                      =========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities
   Accounts Payable                                   $   3,448
   Notes payable - related party (Note 5)                31,314
   Accrued interest payable - related party               4,926
                                                      ---------
      Total Current Liabilities                          39,688
                                                      ---------

TOTAL LIABILITIES                                        39,688

Stockholders' (Deficit): (Notes 1 and 2)

   Common stock, $.001 par value
     100,000,000 shares authorized,
     1,400,230 shares issued and
     outstanding                                          1,400
   Additional paid-in capital                           534,747
   Accumulated (deficit)                               (561,110)
                                                      ---------

TOTAL STOCKHOLDERS' (DEFICIT)                           (24,963)
                                                      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)         $  14,725
                                                      =========












The accompanying notes are an integral part of the financial statements.

                                   F-3
<PAGE>


<PAGE>
                                HIGH HOPES, INC.

                           STATEMENTS OF OPERATIONS

                          For the Years Ended May 31,
 
                                                         1997       1998
                                                      ---------   ---------

Revenue:

   Interest                                           $     840   $     840
                                                      ---------   ---------
                                                            840         840
                                                      ---------   ---------

Expenses:
   Legal and accounting                                   5,677       4,049
   Interest                                               1,794       2,344
   Other                                                  1,199       3,837
                                                      ---------   ---------
                                                          8,670      10,230
                                                      ---------   ---------

Net Income (Loss)                                     $  (7,830)  $  (9,390)
                                                      =========   =========

Per Share                                             $    (.01)  $    (.01)
                                                      =========   =========

Weighted Average Shares Outstanding                   1,400,230   1,400,230
                                                      =========   =========
























The accompanying notes are an integral part of the financial statements.

                                   F-4
<PAGE>

<PAGE>
                                HIGH HOPES, INC.

                 STATEMENT OF CHANGES IN STOCKHOLDERS'(DEFICIT)

                     From May 31, 1995 through May 31, 1998

                                        Additional
                   Common Stock          Paid-in    Accumulated
               No./Shares    Amount      Capital     (Deficit)     Total
               ----------  ----------  -----------  ------------  ---------
Balance at
 May 31, 1995   1,274,962  $    1,275  $   531,580  $  (532,855)  $       -

Common stock
 issued for
 cash (Note 2)     75,268          75        1,925            -       2,000

Common stock
 issued for
 services
 (Note 2)          50,000          50        1,242            -       1,292

Net loss-
 year ended
 May 31, 1996           -           -            -      (11,035)    (11,035)
               ----------  ----------  -----------  ------------  ---------

Balance at
 May 31, 1996   1,400,230       1,400      534,747     (543,890)     (7,743)

Net loss-year
 ended May 31,
 1997                   -           -            -       (7,830)     (7,830)
               ----------  ----------  -----------  ------------  ---------
Balance at
 May 31, 1997   1,400,230  $    1,400  $   534,747  $  (551,720)  $ (15,573)

Net loss-year
 ended May 31,
 1998                   -           -            -       (9,390)     (9,390)
               ----------  ----------  -----------  ------------  ---------
Balance at
 May 31, 1998   1,400,230  $    1,400  $   534,747  $  (561,110)  $ (24,963)













The accompanying notes are an integral part of the financial statements.

                                   F-5
<PAGE>


<PAGE>
                               HIGH HOPES, INC.

                           STATEMENTS OF CASH FLOWS

                                                       Years Ended May 31,
                                                         1997       1998
                                                      ---------   ---------
Cash Flows from Operating Activities:
   Net income (loss)                                  $  (7,830)  $  (9,390)
   Increase in accounts payable
    and accrued expenses                                  2,602       4,985
   Other, net                                              (360)       (840)
                                                      ---------   ---------
Net Cash (Used in) Operating Activities                  (4,868)     (5,245)
                                                      ---------   ---------


Cash Flows from Financing Activities:
   Proceeds from notes payable                            4,714       5,000
                                                      ---------   ---------
Net Cash Provided by Financing Activities                 4,714       5,000
                                                      ---------   ---------

Increase (Decrease) in Cash                                (154)       (245)

Cash, Beginning of Period                                 1,016         862
                                                      ---------   ---------

Cash, End of Period                                   $     862   $     617
                                                      =========   =========

Interest Paid                                         $   1,794   $   2,344
                                                      =========   =========

Income Taxes Paid                                     $       -   $       -
                                                      =========   =========




















The accompanying notes are an integral part of the financial statements.

                                    F-6
<PAGE>


<PAGE>
                                HIGH HOPES, INC.
                         NOTES TO FINANCIAL STATEMENTS

                              May 31, 1997 and 1998

(1)  Summary of Accounting Policies

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:

     (a)  Organization and History of Consolidation

          The balance sheet includes the accounts of High Hopes, Inc., (High
Hopes) incorporated on August 28, 1986 as of May 31, 1998. The company
formerly owned two subsidiaries, Birch Branch, Inc. and Antler, Inc.  The
Company was in the real estate ownership and rental business.  Effective
November 30, 1994 all of the assets and liabilities of High Hopes were
contributed to Antler, Inc. and Antler, Inc. was sold to the majority
shareholders of High Hopes, Inc.  See Note 5 below for a description of the
transaction.  Also, effective November 30, 1994, Birch Branch, Inc. was also
spun-off.  The majority shareholders of the Company entered into an agreement
to sell their shares of High Hopes, Inc. to others which resulted in a change
of control of the Company.  The Company has selected the last day of May as
its year end.

     (b)  Per Share Information

          Per share information is based upon the weighted average number of
shares outstanding during the period.

     (c)  Income Taxes

          As of May 31, 1998, High Hopes, Inc. had net operating losses
available for carry-over to future years of approximately $552,000, expiring
in 2012.  Because of a change in ownership of the Company, future utilization
of these loss carryovers has been limited, consequently no deferred tax asset
has been recorded.

     (d)  Reverse Stock Split

          Effective August 31, 1994 the Company effected a one-for one hundred
reverse stock split.  Effective December 22, 1995, the Company effected a
one-for-three reverse stock split.  All references to common stock in the
financial statements have been retroactively adjusted for these reverse stock
splits.

     (e)  Use of Estimates in Preparation of Financial Statements

          The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported period.  Actual results could differ from those
estimates.




                                      F-7
<PAGE>


<PAGE>
                              HIGH HOPES, INC.
                       NOTES TO FINANCIAL STATEMENTS

                           May 31, 1997 and 1998

(1)  Summary of Accounting Policies, Continued

     (f)  Concentration of Credit Risk

          The concentration of credit risk for the Company is the advance to a
related party in the amount of $12,000.  This advance is not collateralized
and is receivable from one person.

     (g)  Going Concern

          At May 31, 1998 the Company has a net capital deficiency.
Subsequent to the spin-off of its rental operations as disclosed in Note 3,
the company has not attained any ongoing business operations.  If the Company
does not establish business operations or obtain additional financing, the
Company may be unable to continue as a going concern.  Management is exploring
various business opportunities.

(2)  Common Stock Issued

     During the year ended May 31, 1996, the Company issued 75,268 shares (as
restated) of common stock for $2,000 cash and 50,000 shares (as restated) for
$1,292 of services.

(3)  Sale of Subsidiaries

     Effective November 30, 1994 High Hopes, Inc. transferred all of its
assets, liabilities and real estate rental business to Antler, Inc. its wholly
owned subsidiary.  Also effective November 30, 1994 the Company sold Antler,
Inc. to the majority shareholders of High Hopes, Inc. in exchange for
assumption of the liabilities.  The Company has been released from liability
on all notes payable for which it was previously liable.  One property
acquired by the Company during July, 1994 was purchased subject to an existing
mortgage of approximately $34,000.  Antler, Inc. has taken this property
subject to the existing loan and the shareholders of Antler, Inc. have
personally agreed to hold High Hopes, Inc. harmless from any potential
liability related to this loan balance.  High Hopes, Inc. did not assume this
mortgage but acquired the property subject to the existing balance on the
note.

(4)  Notes Payable - Related Parties

     The Company has borrowed $26,314 in the form of unsecured notes payable
from stockholders of the Company.  These notes are payable on demand and bear
interest at 8% per annum.

(5)  Advances to Related Party

     During the year ended May 31, 1996 the Company advanced $12,000 to a
stockholder of the Company.  The advance bears interest at 7% per annum and is
due and payable on demand.



                                    F-8
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<PAGE>
                              HIGH HOPES, INC.
                       NOTES TO FINANCIAL STATEMENTS

                           May 31, 1997 and 1998

(6)  Fair Value of Financial Instruments

     Fair value of cash, advances receivable and notes payable approximate
carrying value due to the short-term nature of the obligation and interest
rates assumed thereon approximate current market rates.
















































                                      F-9
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<PAGE>

                                  SIGNATURES

Pursuant to the requirements 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.

                                   HIGH HOPES, INC.

Date: September 19, 1998           By:/s/ Timothy J. Brasel
                                      Timothy J. Brasel
                                      President


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<PAGE>
                                EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically