<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1997
Commission File Number: 33-8420-D
HIGH HOPES, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1037630
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(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 460363, Aurora, Colorado 80046
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(Address of principal executive offices including zip code)
(303) 690-6787
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___
As of February 28, 1997, 1,400,230 shares of common stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes___ No X
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INDEX
Page
Number
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of February 28, 1997
and May 31, 1996 3
Statements of Operations, Three Months
Ended February 28, 1997 4
Statements of Operations, Nine Months
Ended February 28, 1997 5
Statements of Cash Flows, Three Months
Ended February 28, 1997 6
Statements of Cash Flows, Nine Months
Ended February 28, 1997 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 9
Signatures 9
2
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HIGH HOPES, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
February 28 May 31
1997 1996
Current Assets
Cash $ 52 $ 1,016
Advances - related party 12,000 12,000
Other 1,058 1,628
Total Current Assets 13,110 14,644
Total Assets $ 13,110 $ 14,644
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,509 $ -
Notes payable 22,200 21,600
Other 2,101 787
Total Current Liabilities 27,810 22,387
Stockholders' Equity:
Common Stock, no par value,
100,000,000 shares authorized
1,400,230 shares issued and
outstanding 1,400 1,400
Additional paid-in capital 534,747 534,747
Accumulated deficit (550,847) (543,890)
Total Stockholders' Equity (14,700) (7,743)
Total Liabilities and
Stockholders' Equity $ 13,110 $ 14,644
The accompanying notes are an integral part of the financial statements.
3
HIGH HOPES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
February 28,
1997
Revenues $ 210
Operating Expenses:
Legal and accounting 1,050
Interest 444
Other 279
Total Operating Expenses 1,773
Net Loss $ (1,563)
Per Share $ nil
Weighted Average Number of Shares
Outstanding 1,400,230
The accompanying notes are an integral part of the financial statements.
4
HIGH HOPES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months Ended
February 28,
1997
-----------
Revenues $ 630
Operating Expenses:
Legal and accounting 5,332
Interest 1,314
Other 941
Total Operating Expenses 7,587
Net Loss $ (6,957)
Per Share $ (.01)
Weighted Average Number of Shares
Outstanding 1,400,230
The accompanying notes are an integral part of the financial statements.
5
HIGH HOPES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
February 28,
1997
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Cash Flows Operating Activities:
Net (loss) $ (1,563)
(Increase) in accrued interest
receivable (210)
Increase in accrued interest payable 444
Increase in accounts payable 1,329
Net Cash (Used in) Operating
Activities -
Cash Flows from Investing Activities -
Cash Flows from Financing Activities -
(Decrease) in Cash -
Cash, Beginning of Period 52
Cash, End of Period $ 52
Interest Paid $ -
Income Taxes Paid $ -
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
HIGH HOPES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
February 28,
1997
-----------
Cash Flows Operating Activities:
Net (loss) $ (6,957)
(Increase) in accrued interest
receivable (630)
Increase in accrued interest payable 1,314
Increase in accounts payable 3,509
Other 1,200
Net Cash (Used in) Operating
Activities (1,564)
Cash Flows from Investing Activities -
Cash Flows from Financing Activities:
Proceeds from notes payable 600
Net Cash Provided by Financing
Activities 600
(Decrease) in Cash (964)
Cash, Beginning of Period 1,016
Cash, End of Period $ 52
Interest Paid $ -
Income Taxes Paid $ -
The accompanying notes are an integral part of the financial statements.
7
HIGH HOPES, INC.
NOTES TO FINANCIAL STATEMENTS
February 28, 1997 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have been prepared by High Hopes, Inc.
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted as allowed by such
rules and regulations, and High Hopes, Inc. believes that the disclosures are
adequate to make the information presented not misleading. It is suggested that
these financial statements be read in conjunction with the May 31, 1996 audited
financial statements and the accompanying notes thereto. While management
believes the procedures followed in preparing these financial statements are
reasonable, the accuracy of the amounts are in some respect's dependent upon the
facts that will exist, and procedures that will be accomplished by High Hopes,
Inc. later in the year.
The management of High Hopes, Inc. believes that the accompanying unaudited
condensed financial statements contain all adjustments (including normal
recurring adjustments) necessary to present fairly the operations and cash flows
for the periods presented.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
High Hopes, Inc. (the "Company") was organized as a Nevada corporation on August
24, 1986, in order to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships of 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.
The Company generated minimal revenues during the quarter ended February 28,
1997, and management does not anticipate more than minimal revenues until
following the conclusion of a merger or acquisition, if any, as contemplated by
the Company's business plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At February 28, 1997, the Company had no material commitments for capital
expenditures.
8
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
None.
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: June 17, 1997 By:/s/ Timothy J. Brasel
Timothy J. Brasel
President
9
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited condensed consolidated balance sheets and unaudited condensed
consolidated statements of income found on pages 3 and 4 of the Company's
Form 10-QSB for the year to date, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> FEB-28-1997
<CASH> 52
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 13,110
<CURRENT-ASSETS> 27,810
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,110
<CURRENT-LIABILITIES> 27,810
<BONDS> 0
<COMMON> 1,400
0
0
<OTHER-SE> (13,300)
<TOTAL-LIABILITY-AND-EQUITY> 13,110
<SALES> 0
<TOTAL-REVENUES> 210
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,773
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,563)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,563)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
