UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 SEC FILE NUMBER
000-24401
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):[ ]Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q
and Form 10-QSB [ ]Form N-SAR
For Period Ended: October 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: Not Applicable
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not Applicable
Part I--Registrant Information
Full Name of Registrant: HDF, Inc.
Former Name if Applicable: Not Applicable
Address of Principal Executive Office: 1050 17th Street, #1700
Denver, Colorado 80265
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Part II--Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
Part III--Narrative
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.
The Registrant is unable to file its Quarterly Report on Form 10-QSB for
the period ended October 31, 1999 within the prescribed period because the
Registrant's principal officer has been unable to complete all work necessary
for a complete and accurate filing.
Part IV--Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Henry F. Schlueter, Esq. 303 292-3883
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(Name) (Area Code) Telephone Number
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
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If so, attach an explanation of the anticipated change, both in narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
HDF, INC.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 15, 1999 By: /s/ Henry F. Schlueter
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Henry F. Schlueter, President
INSTRUCTION: The form may be signed by an executive officer of the Registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the Registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the Registrant shall be filed with the form.
