<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, 1998
Commission File Number: 33-8420-D
HIGH HOPES, INC.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 84-1037630
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5770 South Beech Court, Greenwood Village, Colorado 80121
----------------------------------------------------------
(Address of principal executive offices including zip code)
(303) 221-7376
--------------------------
(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 18, 1998, 1,400,230 shares of common stock, $.0001 par value
per share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
<PAGE>
INDEX
Page
Number
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of February 28, 1998
(Unaudited) and May 31, 1997 3
Statements of Operations, Three Months
Ended February 28, 1998 and 1997
1997 (Unaudited) 4
Statements of Operations, Nine Months
Ended February 28, 1998 and 1997
1997 (Unaudited) 5
Statements of Cash Flows, Three Months
Ended February 28, 1998 and 1997
(Unaudited) 6
Statements of Cash Flows, Nine Months
Ended February 28, 1998 and 1997
(Unaudited) 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
-2-
<PAGE>
HIGH HOPES, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
February 28 May 31
1998 1997
Current Assets
Cash $ 617 $ 862
Advances - related party 12,000 12,000
Other 1,898 1,268
Total Current Assets 14,515 14,130
Total Assets $ 14,515 $ 14,130
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 2,703 $ 808
Notes payable 31,314 26,314
Other 4,300 2,581
Total Current Liabilities 38,317 29,703
Stockholders' (Deficit):
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 (559,949) (551,720)
Total Stockholders' (Deficit) (23,802) (15,573)
Total Liabilities and Stockholders' (Deficit) $ 14,515 $ 14,130
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
HIGH HOPES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended February 28,
1998 1997
Revenues $ 210 $ 210
Operating Expenses:
Legal and accounting 110 1,050
Interest 604 444
Other 1,402 279
Total Operating Expenses 2,116 1,773
Net Loss $ (1,906) $ (1,563)
Per Share $ nil $ nil
Weighted Average Number of Shares
Outstanding 1,400,230 1,400,230
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
HIGH HOPES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Nine Months Ended February 28,
1998 1997
Revenues $ 630 $ 630
Operating Expenses:
Legal and accounting 3,846 5,332
Interest 1,719 1,314
Other 3,294 941
Total Operating Expenses 8,859 7,587
Net Loss (8,229) (6,957)
Per Share $ (.01) $ (.01)
Weighted Average Number of Shares
Outstanding 1,400,230 1,400,230
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
HIGH HOPES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended February 28,
1998 1997
Cash Flows Operating Activities:
Net (loss) $ (1,906) $ (1,563)
(Increase) in accrued interest
receivable (210) (210)
Increase in accrued interest payable 604 444
Increase in accounts payable 395 1,329
Net Cash (Used in) Operating
Activities (1,117) -
Cash Flows from Investing Activities - -
Cash Flows from Financing Activities
Proceeds from notes payable 1,500 -
Net Cash Provided by Financing
Activities 1,500 -
Increase in Cash 383 -
Cash, Beginning of Period 234 52
Cash, End of Period $ 617 $ 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,
1998 1997
Cash Flows Operating Activities:
Net (loss) $ (8,229) $ (6,957)
(Increase) in accrued interest
receivable (630) (630)
Increase in accrued interest payable 1,719 1,314
Increase in accounts payable 1,895 3,509
Net Cash (Used in) Operating
Activities (5,245) 1,564
Cash Flows from Investing Activities - -
Cash Flows from Financing Activities:
Proceeds from notes payable 5,000 600
Net Cash Provided by Financing
Activities 5,000 600
(Decrease) in Cash (245) (964)
Cash, Beginning of Period 862 1,016
Cash, End of Period $ 617 $ 52
Interest Paid $ - $ -
Income Taxes Paid $ - $ -
The accompanying notes are an integral part of the financial statements.
-7-
<PAGE>
HIGH HOPES, INC.
NOTES TO FINANCIAL STATEMENTS
February 28, 1998 (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, 1997
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,
1998, 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, 1998, 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: May 20, 1998 By: /s/ Timothy J. Brasel
Timothy J. Brasel, President
-9-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet and statements of operations 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-31-1997
<PERIOD-END> FEB-28-1998
<CASH> 617
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,515
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,515
<CURRENT-LIABILITIES> 38,317
<BONDS> 0
0
0
<COMMON> 1,400
<OTHER-SE> (22,402)
<TOTAL-LIABILITY-AND-EQUITY> 14,515
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,859
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,229)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
