SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                    Commission File Number
September 30, 1999                                            0-27311


                             HI-PLAINS ENERGY CORP.
             (Exact name of registrant as specified in its charter)


                           Wyoming                  84-1413868
         (State of incorporation)                 (I.R.S. Employer
                                                  Identification No.)

             10200 W. 44th Avenue, Suite 400, Wheat Ridge, CO 80033
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 422-8127


Indicate by check mark whether the registrant (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 the  filing
requirements for at least the past 90 days.

                               Yes  X       No   ___

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                        780,000 as of September 30, 1999








                                       HI-PLAINS ENERGY CORP.
                                    (A Development Stage Company)
                                            BALANCE SHEET
                              September 30, 1999 and December 31, 1998
                                      (Unaudited - See Note 1)


                                            September 30,                 December 31,
                                                1999                          1998
                                          ------------------            -----------------

                                     ASSETS

Current Assets:
                                                                           

Cash and cash equivalents                             $ 327                        $ 612

Total Current Assets                                  $ 327                        $ 612

Other Assets-Investment                               $ 750                        $ 750
                                          ==================            =================
TOTAL ASSETS                                        $ 1,077                      $ 1,362
                                          ==================            =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts Payable                                        $ -                          $ -
Accounts payable, related parties                       $ -                          $ -

                                          ------------------            -----------------
Total current liabilities                               $ -                          $ -
                                          ------------------            -----------------

Stockholder's Equity:

Common stock, $0.001 stated                           $ 780                        $ 480
value Authorized 50,000,000
shares Issued and outstanding
700,000 shares (480,000 @ 12/31/98)

Preferred stock, no par value,                          $ -                          $ -
100,000,000 shares authorized, no
shares outstanding

Contributed capital                                 $ 1,470                      $ 1,020

Retained Earnings (deficit)                        $ (1,173)                      $ (138)
                                          ------------------            -----------------



TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY                                $ 1,077                      $ 1,362
                                          ==================            =================





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








                                       HI-PLAINS ENERGY CORP.
                                    (A Development Stage Company)
                                 STATEMENT  OF  OPERATIONS  AND  DEFICIT for the
                three and nine month period ended September 30, 1999 and 1998
                                       (Stated in US Dollars)
                                      (Unaudited - See Note 1)


                                         Three Months Ending          Nine Months Ending
                                            September 30,                September 30,
                                         1999          1998           1999          1998
                                         -----         -----          -----         ----
                                                                          
Revenue & Interest                               -                            -             -

Expenses
   Accounting and audit fees                     -             -          1,035             -

                                     ---------------------------------------------------------
Profit (Loss)                                    -             -         (1,035)            -
                                     ---------------------------------------------------------

Net Loss for the period                        $ -           $ -       $ (1,035)          $ -
                                     ============================ ============================

                                                 -             -              -             -
Net loss per share
                                     ============================ ============================

Weighted average number of
   common shares outstanding               780,000       480,000        780,000       480,000

                                     ============================ ============================












                            HI-PLAINS ENERGY CORP.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
              for the nine months ended September 30, 1999 and 1998
                             (Stated in US Dollars)
                            (Unaudited - See Note 1)



                                                                Nine Months ended
                                                         September 30,       September 30,
                                                             1999                1998
                                                             -----               ----
Cash flow from
operating activities:
                                                                              

Net income (loss)                                                 (1,035)                 -

Adjustments to reconcile net income (loss)
 to net cash provided (used) by operating
activities:
   Amortization
   Consulting fees                                                                        -
   Gain on settlement of debt                                                             -
   Management fees                                                                        -
Changes in non-cash items:
   Prepaid expenses                                                    -                  -
   Accounts Payable                                                    -                  -
   Due to related party                                                -                  -

                                                      -------------------  -----------------
Cash provided (used) by
   operating activities                                                -                  -
Cash flows used in investing activity
   Organization costs                                                  -                  -

                                                      ===================  =================

Net cash used in investing activity                                    -                $ -
                                                      ===================  =================
Cash flows from financing activities:
   Proceeds from issuance of common stock                              -                  -
   Payment of offering costs                                           -                  -
   Contributed capital                                                 -                  -

                                                      -------------------  -----------------
Net cash provided by financing activities                              -                  -

                                                      ===================  =================

Cash beginning of period                                           1,387              1,387
                                                      -------------------  -----------------

Cash, end of period                                                $ 327            $ 1,387
                                                      ===================  =================






                             HI-PLAINS ENERGY CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999
                             (Stated in US Dollars)
                             (Unaudited See Note 1)

Note 1   Interim Reporting

These  financial  statements  have not been  audited or  reviewed  and have been
prepared  on  a  compilation  basis  only.  Readers  are  cautioned  that  these
statements  may not be appropriate  for their  purposes.  While the  information
presented  in the  accompanying  interim  nine  month  financial  statements  is
unaudited,  it includes all adjustments  which are in the opinion of management,
necessary to present  fairly the financial  position,  result of operations  and
changes in cash flows for the interim  period  presented.  It is suggested  that
these  financial  statements be read in  conjunction  with the December 31, 1998
audited financial statements and notes thereto.

Note 2        Nature and Continuance of Operations

The company is in the development stage, devoting its efforts to locating merger
candidates, and has no business operations.

These  financial  statements  have been prepared on a going concern  basis.  The
company has  accumulated a deficit of ($1,173) since  inception.  Its ability to
continue  as a going  concern is  dependent  upon the  ability of the company to
generate  profitable  operations  in the future  and/or to obtain the  necessary
financing to meet its obligations and repay its liabilities  arising from normal
business operations when they come due.

Note 3        Summary of Significant Accounting Policies

The financial  statements  of the company have been prepared in accordance  with
generally accepted accounting principles in the United States. Because a precise
determination  of many assets and  liabilities  is dependent upon future events,
the preparation of financial  statements for a period  necessarily  involves the
use of estimates  which have been made using careful  judgement.  Actual results
could differ from those estimates.

The financial statements have, in management's  opinion,  been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant accounting policies summarized below:

Development Stage Company
The company is a development  stage company as defined in Statement of Financial
Accounting  Standards  No. 7. The company is devoting  substantially  all of its
present  efforts to acquire a new  business  and none of its  planned  principal
operations  have  commenced.  All losses  accumulated  since inception have been
considered as part of the company's development stage activities.





Income Taxes
The company uses the liability method of accounting for income taxes pursuant to
Statement of Financial  Accounting  Standards,  No. 109  "Accounting  for Income
Taxes.

Loss Per Share
Loss per share  figures have been  calculated  based upon the  weighted  average
number of shares outstanding during the years.

Fair Value of Financial Instruments
The  carrying  value  of  cash,  accounts  payable  and due to  related  parties
approximates fair value because of the short maturity of these instruments.

Note 4        Capital Stock -

         Common stock
           a)     Authorized:
              50,000,000, .001 par value
                                                         #                 #
           b)     Issued:                                1999             1998
                                                         ----             ----
              Balance, September 30, 1999 and 1998      80,000         480,000






ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF  OPERATIONS  FOR THE NINE  MONTH  PERIOD  ENDED  SEPTEMBER  30,  1999
COMPARED TO SAME PERIOD IN 1998

The Company currently has no business  operations and no business revenues.  The
Company has  experienced  expenses  for the nine month period of $1,035 and none
1998.  The Company had no revenues  for the period in 1999 or 1998.  The Company
had a net  loss of  ($1,035)  for the  period  in  1999,  $1,000  of  which  was
accounting  expense,  and no profit or loss in the same period 1998. The Company
losses will continue until income can be achieved.  While the company is seeking
capital sources for investment, there is no assurance that sources can be found.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED  SEPTEMBER 30, 1999 COMPARED TO SAME
QUARTER IN 1998

The Company currently has no business  operations and no business revenues.  The
Company  had no  expenses in the period in 1999 and no expenses in the period in
1998.  The Company  had no  revenues in the period in 1999 or 1998.  The Company
incurred no profit or loss in the period in 1999 or 1998.

The Company's losses will continue until a business and revenues can be acquired
and achieved.  While the Company is seeking a business  acquisition  and capital
sources for  investment,  there is no assurance that a business can be acquired,
or that any capital sources for investment will be achieved.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  had no cash  capital at the end of the  period and no assets.  The
Company will be forced to either  borrow or make private  placements of stock in
order to fund operations. No assurance exists as to the ability to achieve loans
or make private placements of stock.

                           PART II - OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

                  None

ITEM 2.       CHANGES IN SECURITIES

                  None

ITEM 3.       DEFAULT 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

          No reports on Form 8-K were made for the period for which this  report
is filed.





                             HI-PLAINS ENERGY CORP.
                          (A Development Stage Company)


                                   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.



                                          HI-PLAINS ENERGY CORP.

Date: December 14, 1999

                                          /s/ Z.S. Merritt
                                          --------------------------------------
                                            Z.S. Merritt, President