Washington, D

10KSB 1 hdog1205ksb.htm DECEMBER 31, 2005 10-KSB Washington, D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

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

For the fiscal year ended: December 31, 2005

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

For the transition period from to

Commission File No. 33-1773NY

Heavenly Hot Dogs, Inc.

(Name of small business issuer in its charter)


Nevada	13-3403584
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

7069 S. Highland Dr., Suite 300

Salt Lake City, UT 84121

(Address of principal executive offices)

Issuer's telephone number: (801)274-1011

Securities Registered under Section 12(b) of the Exchange Act: None.

Securities Registered under Section 12(g) of the Exchange Act: None

Check whether the issuer is not required to file reports pursuant to Section 30 or 15(d) of the Exchange Act. £

Note – checking the box will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligation under those Sections.

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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. (1) Yes S No £ (2) Yes S No £

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B 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. S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S No £

_________________________________________________________________________________________

State issuer's revenues for its most recent fiscal year: December 31, 2005 $0.00

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12n-2 of the Exchange Act.)

As of March 3, 2006, there were 242,350 shares of common voting stock of the Registrant held by non-affiliates. During the past five years, there has been a very limited "public market" for shares of common stock of the Company. It is therefore difficult to determine the market value of the stock. Based on the last trade reported on Yahoo! Finance for the Company's Common Stock on September 14, 2005, at $0.0001 per share, the market value of shares held by non-affiliates would be $24.24. There are no preferred shares authorized.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Not Applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:


Class	Outstanding as of March 3, 2006
Common Stock, $.001 par value	749,350

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Item 13 of this Report.

Transitional Small Business Disclosure Format (Check one): Yes £ No S

FORWARD-LOOKING INFORMATION

THIS FORM 10KSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE COMPANY OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH HEREIN. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.

_________________________________________________________________________________________

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

History - The Company was organized under the laws of the State of Delaware on April 2, 1987 as BK Ventures, Inc. The Company was organized to create a corporate vehicle to seek and acquire a business opportunity. In March 1988, The Company completed a public offering of 15,785,667 units at $.015 per unit. Each unit consisted of one share common stock, three A warrants to purchase three shares of common stock at $.25 per share, and three B warrants to purchase three shares of common stock at $.05 per share. The A warrants had an expiration on March 24, 1989, while the B warrants had an expiration date of March 24, 1990.

On May 20, 1988 the Company acquired approximately 93.4% of the outstanding shares of Heavenly Hot Dogs, Inc. (HHD), a Colorado corporation, incorporated on March 11, 1985. On June 30, 1988 the Company agreed to issue an additional 13,464,000 shares of its common stock in exchange for the remaining 6.6% outstanding shares of HHD. On June 3, 1988 HHD changed its name from Heavenly Hot Dogs, Inc. to HHD, Inc. On June 7, 1988, the Company changed its name from BK Ventures, Inc. to Heavenly Hot Dogs, Inc. As a result of the acquisition of HHD, there was a complete change in control of the Company, as HHD=s officers and directors replaced the Company=s officers and directors.

HHD operated as a subsidiary of the Company and attempted to manufacture self-contained fiberglass buildings which would provide for walk-up and drive-thru sales of premium Chicago style hot dogs and related fast food products. The Company planed to sell franchises for the retail sale of its Chicago style Hot Dogs. The Company discontinued these operations during 1990 and has been inactive since that time. The Company is currently seeking potential business ventures. The Company is considered to have re-entered into a new development stage on January 1, 1991. The Company=s management failed to complete annual reports with the State of Delaware and Colorado, of which both had suspended the Company=s charter with the state=s.

In December 1999 the sole officer and director of the Company resigned and selected new management. In March 2000, the new management brought the Company current in its reporting with State of Delaware, which has reinstated the Company=s charter.

In June 2000, the Company=s officers and directors resigned and selected new management. The Company also changed its domicile from Delaware to Nevada in June 2000.

In March 2001, the Company effected a one for ten thousand reverse stock split. No shareholder of record was reversed below one hundred shares. All shareholders with less than one hundred pre-split shares were not affected by the reverse.

On July 1, 2002, the Company effected a reverse acquisition with Trapper=s Pizza, Inc., a Utah corporation. Trapper=s Pizza, LLC was organized as a Limited Liability Company on February 24, 2002 in the State of Utah. On July 1, 2002 Trapper=s Pizza, LLC filed articles of conversion with the State of Utah, which dissolved the LLC and organized the corporation.

_________________________________________________________________________________________

On February 18, 2003, the Company filed a lawsuit in the Third District Court in Salt Lake City, Utah, against Trapper=s Pizza, Inc., and its sole officer and director, Trabert S. Turner, to rescind the acquisition with Trapper=s Pizza, Inc., to be effective December 31, 2002, based upon materially inaccurate disclosures made prior to the acquisition during the Company=s due diligence. On March 4, 2003, Trapper=s Pizza, Inc. and Trabert S. Turner entered into a Stipulation with the Company, agreeing to a rescission of the acquisition agreement. A stipulated Order and Judgment was prepared and delivered for signature and entry by the Third District Court, to formally rescind the acquisition as of December 31, 2002. The Court signed the Order and Judgment on March 4, 2003. Entry of the Order and Judgment returned the Company back to the status it was immediately prior to the reverse acquisition of Trapper=s Pizza, Inc.

As a result of the foregoing, currently the Company has had no business operations, and is actively seeking merger or acquisition candidates.

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

None; not applicable

COMPETITION

None; not applicable

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

None; not applicable

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS, INCLUDING DURATION

None; not applicable

NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

None; not applicable

TIME SPENT DURING THE LAST TWO FISCAL YEARS ON RESEARCH AND DEVELOPMENT ACTIVITIES

None; not applicable.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

None; not applicable.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES

None.

_________________________________________________________________________________________

ITEM 2. DESCRIPTION OF PROPERTY.

The Company has not had to rent office space. Our Transfer Agent, Action Stock Transfer, is allowing the Company to use its address as the Company’s mailing address, as needed, at no cost to the Company.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state or local governmental agency.

Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to the Company.

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

None.

PART II

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

MARKET INFORMATION

During the past five years, there has been a very limited "public market" for shares of common stock of the Company. It is therefore difficult to determine the market value of the stock. Based on the last the price quoted on Yahoo! Finance as of September 14, 2005, of $0.0001 per share, the market value of shares held by non-affiliates would be $24.24. There are no preferred shares authorized.

The Company is listed as trading under OTC Other on The Pink Sheets under the symbol "HHDG@.

Set forth below are the high and low bid prices for the Company's Common Stock for 2005 and 2004.

Quarter Ended

High Bid

Low Bid

2004

March

0.0001

June

0.0001

September

0.0001

December

0.01

0.0001

2005

March

0.0001

June

0.0001

September

0.0001

December

0.0001

_________________________________________________________________________________________

HOLDERS

The number of record holders of the Company's common stock as of March 3, 2005, was 896; this number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The number of stockholders has been substantially the same during the past five years.

DIVIDENDS

There are no present material restrictions that limit the ability of the Company to pay dividends on common stock or that are likely to do so in the future. The Company has not paid any dividends with respect to its common stock, and does not intend to pay dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

None

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

PLAN OF OPERATION

The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the Company's officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this annual report. The Board of Directors intends to obtain certain assurances of value of the target entity's assets prior to consummating such a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

The Company’s current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company. To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct and included it as an exhibit to our 2003 10-KSB filed March 30, 2004.

The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K's, 10-KSB's, 10-QSB=s, agreements and related reports and documents.

_________________________________________________________________________________________

LIQUIDITY AND CAPITAL RESOURCES

The Company remains in the development stage and has experienced no significant change in liquidity or capital resources or stockholder's equity since re-entering of Development Stage. The Company's balance sheet as of December 31, 2005, reflects total assets of $0. The Company has no cash or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its business plan as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.

RESULTS OF OPERATIONS

During the period from January 1, 2005 through December 31, 2005, the Company has engaged in no significant operations other than maintaining its reporting status with the SEC and seeking a business combination. No revenues were received by the Company during this period.

For the current fiscal year, the Company anticipates incurring a loss as a result of legal and accounting expenses, and expenses associated with locating and evaluating acquisition candidates. The Company anticipates that until a business combination is completed with an acquisition candidate, it will not generate revenues, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.

NEED FOR ADDITIONAL FINANCING

Based upon current management=s willingness to extend credit to the Company and/or invest in the Company until a business combination is completed, the Company believes that its existing capital will be sufficient to meet the Company's cash needs required for the costs of compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended, and for the costs of accomplishing its goal of completing a business combination, for an indefinite period of time. Accordingly, in the event the Company is able to complete a business combination during this period, it anticipates that its existing capital will be sufficient to allow it to accomplish the goal of completing a business combination. There is no assurance, however, that the available funds will ultimately prove to be adequate to allow it to complete a business combination, and once a business combination is completed, the Company's needs for additional financing are likely to increase substantially. In addition, as current management is under no obligation to continue to extend credit to the Company and/or invest in the Company, there is no assurance that such credit or investment will continue or that it will continue to be sufficient for future periods.

ITEM 7. FINANCIAL STATEMENTS.

FOR THE YEARS ENDED DECEMBER 31, 2005 AND DECEMBER 31, 2004

The financial statements of the Company are included following the signature page of this form 10-KSB.

_________________________________________________________________________________________

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

FINANCIAL DISCLOSURE.

The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures of financial disclosure.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company's management, with the participation of the chief executive officer/chief financial officer, carried out an evaluation of the effectiveness of the Company's "disclosure, controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of the end of the period covered by this annual report (the "Evaluation Date"). Based upon that evaluation, the chief executive officer/chief financial officer concluded that, as of the Evaluation Date, the Company's disclosure, controls and procedures are effective, providing them with material information relating to the Company as required to be disclosed in the reports the Company files or submits under the Exchange Act on a timely basis.

(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer/chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the year ended December 31, 2005 has been disclosed.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, the names and the nature of all positions and offices held by all directors and executive officers of the Company for the year ending December 31, 2005 and to the date hereof, and the period or periods during which each such director or executive officer served in his or her respective positions.

Name and age

Position and background

Elwood Shepard, 68

Sole Officer and Director

Mr. Shepard is the General Contractor and President of Designer Construction, Inc. Designer Construction specializes in residential and commercial remodeling. He has extensive experience in the construction field and in day-to-day management of corporations.

_________________________________________________________________________________________

TERM OF OFFICE

The term of office of the current directors shall continue until new directors are elected or appointed.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company:

(1) Was a general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the time of such filing or two years prior thereto;

(2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

(4) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;

(5) Was found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

FINANCIAL EXPERT

The Company has no audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has no audit committee and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.

ITEM 10. EXECUTIVE COMPENSATION.

No current or prior officer or director has received any other remuneration or compensation from the Company in the past three years, nor has any member of the Company's management been granted any option or stock appreciation right. Accordingly, no tables relating to such items have been included within this Item.

COMPENSATION OF DIRECTORS

There are no arrangements pursuant to which any of the Company's directors were compensated during the Company's last completed fiscal year or the previous two fiscal years for any service provided as director.

_________________________________________________________________________________________

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any former employees, officers or directors which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth the shareholdings of those persons who own more than five percent of the Company's common stock as of the date hereof:

Number and Percentage of Shares Beneficially Owned

Name and Address

# of Shares

% of Class

Elwood Shepard

507,000

67.66%

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the shareholdings of the Company's directors and executive officers as the date hereof:

Number and Percentage of Shares Beneficially Owned

Name

# of Shares

% of Class

Direct

Indirect

Elwood Shepard

507,000

67.66 %

All directors and executives officers as a group

507,000

67.66%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

The Company has not had to rent office space. Our transfer agent, Action Stock Transfer, is allowing the Company to use their address as the Company’s mailing address, as needed, at no cost to the Company.

CERTAIN BUSINESS RELATIONSHIPS

The Company received advances of $4,860 in 2005 and $7,722 in 2004. A total of $29,809 is now owed by the Company for advances. These funds are due and payable upon demand and have no stated interest rate.

INDEBTEDNESS OF MANAGEMENT

None; not applicable

_________________________________________________________________________________________

ITEM 13. EXHIBITS.

(a) Exhibits

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.


Exhibit No.	SEC Ref. No.	Title of Document	Location

1	14.1	Code of Ethics	*

2	31.1	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached

3	32.1	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**	Attached

(b) Reports on Form 8-K

None

Incorporated by reference. Filed as exhibit to 2003 10-KSB filed March 30, 2004

The Exhibit attached to this Form 10-KSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fee

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of Heavenly Hot Dogs, Inc.’s annual financial statement and review of financial statements included in Heavenly Hot Dogs, Inc.’s 10-QSB reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $3,100 for fiscal year ended 2005 and $3,210 for fiscal year ended 2004.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Heavenly Hot Dogs, Inc.’s financial statements that are not reported above were $ 0 for fiscal year ended 2005 and $ 0 for fiscal year ended 2004.

_________________________________________________________________________________________

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $ 0 for fiscal year ended 2005 and $ 0 for fiscal year ended 2004.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $ 0 for fiscal year ended 2005 and $ 0 for fiscal year ended 2004.

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

HEAVENLY HOT DOGS, INC.

Date: March 21, 2006

By: /s/ Elwood Shepard

Elwood Shepard, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Date: March 21, 2006

By: /s/ Elwood Shepard

Elwood Shepard, Director

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

FINANCIAL STATEMENTS

DECEMBER 31, 2005

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

CONTENTS

PAGE

Report of Independent Registered Public Accounting Firm

Balance Sheet, December 31, 2005

Statements of Operations, for the years ended December 31, 2005 and 2004 and from the re-entering of development stage on January 1, 1991 through December 31, 2005

Statement of Stockholders= Equity (Deficit), from the re-entering of development stage on January 1, 1991 through December 31, 2005

18-21

Statements of Cash Flows, for the years ended December 31, 2005 and 2004 and from the re-entering of development stage on January 1, 1991 through December 31, 2005

22-23

Notes to Financial Statements

24-27

_________________________________________________________________________________________

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

HEAVENLY HOT DOGS, INC.

Salt Lake City, Utah

We have audited the accompanying balance sheet of Heavenly Hot Dogs, Inc. [a development stage company] as of December 31, 2005 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2005 and 2004 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2005. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Heavenly Hot Dogs, Inc. [a development stage company] as of December 31, 2005 and the results of its operations and its cash flows for the years ended December 31, 2005 and 2004 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has no on-going operations and has incurred losses since re-entering into a new development stage on January 1, 1991. Further, the Company has no working capital to pay its expenses and has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management's plans in regards to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah

March 14, 2006

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

BALANCE SHEET


ASSETS
		December 31,
		2005
CURRENT ASSETS:
Cash	$	-
Total Current Assets		-
	$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable	$	2,150
Advances payable		29,809
Total Current Liabilities		31,959
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 750,000,000 shares authorized, 749,350 shares issued and outstanding		749
Capital in excess of par value		2,207,466
Retained (deficit)		(2,166,215)
Deficit accumulated during the development stage		(73,959)
Total Stockholders' Equity (Deficit)		(31,959)
	$	-

The accompanying notes are an integral part of this financial statement.

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENTS OF OPERATIONS


		For the Years Ended December 31,				Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
		2005		2004		2005
REVENUE:	$	-	$	-	$	-

EXPENSES:
General and administrative		4,410		5,422		73,959

Total Expenses		4,410		5,422		73,959

LOSS FROM OPERATIONS		(4,410)		(5,422)		(73,959)

CURRENT INCOME TAXES		-		-		-

DEFERRED INCOME TAX		-		-		-

NET LOSS	$	(4,410)	$	( 5,422)	$	(73,959)

LOSS PER SHARE	$	(.01)	$	(.01)

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

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2005

Common Stock

Capital in Excess of

Retained

Deficit Accumulated During the Development

Treasury Stock

Shares

Amount

Par Value

Deficit

Stage

Shares

Amount

BALANCE, January 1, 1991

37,933

$ 38

$ 2,193,740

$ (2,166,215)

$ -

(1,575)

$ (27,563)

Net loss for the period ended December 31, 1991

BALANCE, December 31, 1991

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1992

BALANCE, December 31, 1992

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1993

BALANCE, December 31, 1993

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1994

BALANCE, December 31, 1994

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1995

BALANCE, December 31, 1995

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1996

BALANCE, December 31, 1996

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1997

[Continued]

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2005

[CONTINUED]

Common Stock

Capital in Excess of

Retained

Deficit

Accumulated During the Development

Treasury Stock

Shares

Amount

Par Value

Deficit

Stage

Shares

Amount

BALANCE, December 31, 1997

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1998

BALANCE, December 31, 1998

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1999

BALANCE, December 31, 1999

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Common stock issued for services rendered valued at $30,000 or $1.00 per share, April 2000

30,000

29,970

Common stock issued for services rendered valued at $7,000, or $1.00 per share, June 2000

7,000

6,993

Net loss for the year ended December 31, 2000

(41,000)

BALANCE, December 31, 2000

74,933

2,230,703

(2,166,215)

(41,000)

(1,575)

(27,563)

Common stock issued as part of reverse stock split, March 2001

175,992

176

(176)

[Continued]

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2005

[CONTINUED]

Common Stock

Capital in Excess of

Retained

Deficit

Accumulated During the Development

Treasury Stock

Shares

Amount

Par Value

Deficit

Stage

Shares

Amount

Common stock issued for services rendered valued at $5,000, or $.01 per share, March 2001

500,000

500

4,500

Cancellation of treasury stock, August 2001

(1,575)

(2)

(27,561)

1,575

27,563

Net loss for the year ended December 31, 2001

(13,146)

BALANCE, December 31, 2001

749,350

749

2,207,466

(2,166,215)

(54,146)

Net loss for the year ended December 31, 2002

(5,271)

BALANCE, December 31, 2002

749,350

749

2,207,466

(2,166,215)

(59,417)

Net loss for the year ended December 31, 2003

(4,710)

BALANCE, December 31, 2003

749,350

749

2,207,466

(2,166,215)

(64,127)

Net loss for the year ended December 31, 2004

(5,422)

BALANCE, December 31, 2004

749,350

749

2,207,466

(2,166,215)

(69,549)

Net loss for the year ended December 31, 2005

(4,410)

BALANCE, December 31, 2005

749,350

$ 749

$ 2,207,466

$ (2,166,215)

$ (73,959)

$ -

The accompanying notes are an integral part of this financial statement.

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENTS OF CASH FLOWS


		For the Years Ended December 31,				Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
		2005		2004		2005
Cash Flows From Operating Activities:
Net loss	$	(4,410)	$	(5,422)	$	(73,959)
Adjustments to reconcile net loss to net cash used by operating activities:
Non-cash expense		-		-		42,000
Changes in assets and liabilities:
Increase (decease) in accounts payable		(450)		(2,300)		2,150
Net Cash (Used) by Operating Activities		( 4,860)		(7,722)		(29,809)

Cash Flows From Investing Activities		-		-		-
Net Cash (Used) by Investing Activities		-		-		-

Cash Flows From Financing Activities:
Advances		4,860		7,722		29,809
Net Cash Provided by Financing Activities		4,860		7,722		29,809

Net Increase in Cash		-		-		-
Cash at Beginning of the Year		-		-		-
Cash at End of the Year	$	-	$	-	$	-

[Continued]

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENTS OF CASH FLOWS

[Continued]


		For the Years Ended December 31,				Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
		2005		2004		2005
Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:
Interest	$	-	$	-	$	-
Income taxes	$	-	$	-	$	-

Supplemental Schedule of Noncash Investing and Financing Activities:

For 2005:

None.

For 2004:

None.

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

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – Heavenly Hot Dogs, Inc. (“the Company”) was organized under the laws of the State of Delaware on April 2, 1987. In June 2000, the Company changed its domicile from Delaware to Nevada. The Company attempted to sell franchises for the retail sale of its Chicago style hot dogs. The Company discontinued these operations during 1990 and had been inactive since that time until its acquisition of Trapper’s Pizza, Inc. on July 1, 2002. In March 2003, the Company rescinded the acquisition of Trapper’s Pizza, Inc. The Company currently has no ongoing operations and is considered to be a development stage company as defined by Statement of Financial Accounting Standards No 7.

Restatement / Rescinded Acquisition - On July 1, 2002, the Company entered into an acquisition agreement with Trapper’s Pizza, Inc. The Company issued 3,000,000 shares of common stock for all of the outstanding shares of Trapper’s Pizza, Inc. In March 2003, the Company and Trapper’s Pizza, Inc. agreed to rescind the acquisition agreement. The Company received and cancelled the previously issued 3,000,000 shares of common stock and has excluded all transactions involving Trapper’s Pizza, Inc. from these financial statements.

Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Income Taxes – The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” [See Note 2].

Loss Per Share - The computation of loss per share of common stock is based on the weighted average number of shares outstanding during the periods presented, in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” [See Note 6].

Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.

Recently Enacted Accounting Standards – Statement of Financial Accounting Standards (“SFAS”) No. 151, “Inventory Costs – an amendment of ARB No. 43, Chapter 4”, SFAS No. 152, “Accounting for Real Estate Time-Sharing Transactions – an amendment of FASB Statements No. 66 and 67”, SFAS No. 153, “Exchanges of Nonmonetary Assets – an amendment of APB Opinion No. 29”, SFAS No. 123 (revised 2004), “Share-Based Payment”, SFAS No. 154, “Accounting Changes and Error Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3”, and SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140”, were recently issued. SFAS No. 151, 152, 153, 123 (revised 2004), 154, and 155 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Reclassification – The financial statements for periods prior to December 31, 2005 have been reclassified to conform to the headings and classifications used in the December 31, 2005 financial statements.

Restatement – In March 2001, the Company effected a 1 for 10,000 reverse stock split. The financial statements have been restated, for all the periods presented, to reflect the stock split [See Note 5]

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.

The Company has available at December 31, 2005, unused operating loss carryforwards of approximately $29,700, which may be applied against future taxable income and which expire in various years through 2025. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax effect of the loss carryforwards (approximately $4,500 and $3,800, respectively) at December 31, 2005 and 2004 and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is approximately $700 for the year ended December 31, 2005.

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation – The Company did not pay any compensation to its officers and directors during the years ended December 31, 2005 and 2004.

Office Space - The Company has not had to rent office space. Our transfer agent, Action Stock Transfer, is allowing the company to use its address as the Company’s mailing address, as needed, at no cost to the Company.

Advances Payable – The Company received advances of $4,860 in 2005 and $7,722 in 2004. A total of $29,806 was owed at December 31, 2005 by the Company for advances. These funds are due and payable upon demand and have no stated interest rate.

NOTE 4 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has no on-going operations and has incurred losses since re-entering into a new development stage on January 1, 1991. Further, the Company has no working capital to pay its expenses and has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of its common stock or through a possible business combination with another company. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 5 – CAPITAL STOCK

Common stock – The Company has authorized 750,000,000 shares of common stock, $.001 par value. At December 31, 2005, the Company had 749,350 shares issued and outstanding.

In August 2001, the Company cancelled 1,575 shares of common stock which had been previously repurchased for $27,563, or $17.50 per share.

During March 2001, the Company issued 500,000 shares of its previously authorized but unissued common stock for services rendered, valued at $5,000, or $.01 per share.

In March 2001, the Company affected a 10,000 for 1 reverse stock split. Any shareholder with less than 100 shares of pre-split common stock was not affected. For shareholders with less than 100 post-split shares, the Company issued 175,992 shares of its previously authorized but unissued common stock bringing them to a minimum of 100 shares. The financial statements for all periods presented have been restated to reflect the stock split.

In June 2000, the Company issued 7,000 shares of its previously authorized but unissued common stock to an officer for services rendered, valued at $7,000, or $1.00 per share.

During April 2000, the Company issued 30,000 shares of its previously authorized but unissued common stock for services rendered, valued at $30,000, or $1.00 per share.

NOTE 6 – LOSS PER SHARE

The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the years ended December 31, 2005 and 2004:


		For the Year Ended December 31,
		2005		2004
Loss from continuing operations available to common stockholders (numerator)	$	(4,410)	$	(5,422)

Weighted average number of common shares outstanding used in loss per share during the period (denominator)		749,350		749,350

Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted loss per share.

_________________________________________________________________________________________

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Management believes that the Company is not liable for any liabilities related to its former operations. Management further believes that with the passage of time the likelihood of any such claims is remote. The Company is not currently named in nor is it aware of any such claims or suits against the Company. No amounts have been accrued in these financial statements.

_________________________________________________________________________________________