-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DKaYLGuOtd76HKdjQVu4NliuU7RTklL6fazQGgK3RbrZciiQAoNNbf+UuT+50fIe wgdHmpktRSo7Ff0Fl7+Whw== 0001078782-01-000004.txt : 20010224 0001078782-01-000004.hdr.sgml : 20010224 ACCESSION NUMBER: 0001078782-01-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20010220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEAVENLY HOT DOGS INC /DE/ CENTRAL INDEX KEY: 0000823546 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133403584 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-17773-NY FILM NUMBER: 1549540 BUSINESS ADDRESS: STREET 1: 4685 S HIGHLAND DR STREET 2: STE 202 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 BUSINESS PHONE: 8012741011 MAIL ADDRESS: STREET 1: 4685 S HIGHLAND DR STREET 2: STE 202 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 FORMER COMPANY: FORMER CONFORMED NAME: BK VENTURES INC DATE OF NAME CHANGE: 19890621 10QSB 1 0001.txt MARCH 2000 10-QSB HEAVENLY HOT DOGS, INC. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2000 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number: 33-1773NY Heavenly Hot Dogs, Inc. (Exact name of registrant as specified in charter) Nevada 13-3403584 State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization 4685 S. Highland Dr., Suite 202, Salt Lake City, UT 84117 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: 801 274-1011 Check whether the Issuer (1 ) filed all reports required to be filed by section 13 or 15 (d) of the 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 [ ] No [X] (2) Yes [X] No [ ] (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as os the last practicable date. Class Outstanding as of March 31, 2000 Common Stock, $0.001 379,334,405 FORWARD-LOOKING INFORMATION THIS FORM 10QSB 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 - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The accompanying balance sheets of Heavenly Hot Dogs, Inc. (a development stage company) at March 31, 2000 and December 31, 1999, and the statements of operations for the three months ended March 31, 2000 and 1999 and the period from January 1, 1991 to March 31, 2000, and the cash flows for the three months ended March 31, 2000 and 1999, and the period from January 1, 1991 to March 31, 2000, have been prepared by the Company's management and they include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended March 31, 2000 are not necessarily indicative of the results that can be expected for the year ending December 31, 2000. Heavenly Hot Dogs, Inc. ( Development Stage Company ) CONDENSED BALANCE SHEETS (Unaudited)
March 31, December 31, 2000 1999 ------- ------- ASSETS CURRENT ASSETS Current Assets $ - $ - -------- -------- Total Current Assets - - -------- -------- $ - $ - ======== ======== LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable $ - $ - ------- -------- Total Current Liabilities - - ------- -------- STOCKHOLDERS' (DEFICIT) Common stock 750,000,000 shares authorized, $.001 par value, 379,334,405 shares issued and outstanding 379,334 379,334 Capital in excess of par value 1,814,444 1,814,444 Retained earnings (deficit) (2,221,341) (2,221,341) Deficit accumulated during the development stage - - -------- -------- (27,563) (27,563) Less treasury stock, 15,750,000 shares, at cost 27,563 27,563 -------- -------- Total Stockholders' (Deficit) $ - $ - -------- -------- $ - $ - ======== ========
Note: The Balance Sheet as of December 31, 1999, was taken from the audited financial statements at that date and condensed. The accompanying notes are an integral part of these unaudited condensed financial statements.
HEAVENLY HOT DOGS, INC. [A Development Stage Company] CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Cumulative from the Re-entering of Three Months Development Stage Ended on January 1, March 31, 1991 through ------------- March 31, 2000 1999 2000 ------ ------ --------------- REVENUE $ - $ - $ - ------- ------ ------- EXPENSES: General and administrative - - - ------- ------ ------- Total Expenses - - - ------- ------ ------- LOSS FROM OPERATIONS - - - ------- ------ ------- Current Income Taxes - - - Deferred Income Taxes - - - ------- ------ ------- NET (LOSS) $ - $ - $ - ------- ------ ------- (LOSS) PER SHARE: $ (.00) $ (.00) $ (.00) ====== ====== ======
The accompanying notes are an integral part of these unaudited condensed financial statements.
HEAVENLY HOT DOGS, INC. [A Development Stage Company] CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Cumulative from the Re-entering of Development Stage For the Three Months on January 1, Ended March 31, 1991 through ------------------- March 31, 2000 1999 2000 ------- ------- ----------------- Cash Flows From Operating Activities: Net loss $ - $ - $ - Adjustments to reconcile net loss to net cash used by operating activities: Changes in assets and liabilities - - - ------- ------- ------ Net Cash (Used) by Operating Activities - - - ------- ------- ------ Cash Flows From Investing Activities: Net Cash (Used) by Investing Activities - - - ------- ------- ------ Cash Flows From Financing Activities: Net Cash (Used) by Financing Activities - - - ------- ------- ------ Net Increase in Cash - - - Cash at Beginning of Year - - - ------- ------- ------ Cash at End of Year $ - $ - $ - ======= ======= ====== Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest $ - $ - $ - Income taxes $ - $ - $ -
Supplemental Schedule of Non-cash Investing and Financing Activities: For the three months ended March 31, 2000: None. For the three months ended March 31, 1999: None. The accompanying notes are an integral part of these unaudited condensed financial statements. HEAVENLY HOT DOGS, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED 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 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 share 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 with HHD's officers and directors replacing 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 within the state. 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. During April 2000, the Company issued 300,000,000 shares of common stock for services rendered and payment of expenses valued at $30,000. This issuance resulted in a change in control of the Company. In June 2000, the Company's officers and directors resigned and selected new management. In June 2000, the Company issued 70,000,000 shares of its common stock to the new officer and sole director for services rendered to the Company valued at $7,000. In June 2000, the Company changed its domicile from Delaware to Nevada. Condensed Financial Statements The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2000 and 1999 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1999 audited financial statements. The results of operations for the periods ended March 31, 2000 are not necessarily indicative of the operating results for the full year. Development Stage The Company is considered a development stage company as defined in SFAS No. 7. 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 5]. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles required 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. 136, "Transfers of Assets to a not for profit organization or charitable trust that raises or holds contributions for others", SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities deferral of the effective date of FASB Statement No. 133 (an amendment of FASB Statement No. 133.),", SFAS No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging Activities and Amendment of SFAS No. 133", SFAS No. 139, "Rescission of SFAS No. 53 and Amendment to SFAS No. 63, 89 and 21", and SFAS No. 140, "Accounting to Transfer and Servicing of Financial Assets and Extinguishment of Liabilities", were recently issued SFAS No. 136, 137, 138, 139 and 140 have no current applicability to the Company or their effect on the financial statements would not have been significant. 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 liability approach for the effect of income taxes. The Company has available at March 31, 2000 and December 31, 1999, unused operating loss carryforwards of approximately $2,200,000, which may be applied against future taxable income and which expire in various years through 2019 and 2020. 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 $763,000) at March 31, 2000 and, therefore, no deferred tax asset has been recognized for the loss carryforwards. The change in the valuation allowance is equal to the tax effect of the current period's net loss (approximately $12,500 and $0 for March 31, 2000 and December 31, 1999, respectively). NOTE 3 - RELATED PARTY TRANSACTIONS Management Compensation The Company did not pay any compensation to its officers and directors during the periods ended March 31, 2000 and 1999. Office Space - The Company has not had a need to rent office space. A shareholder of the Company is allowing the Company to use its address, as needed, at no expense to the Company. Change in Management Subsequent to March 31, 2000, the Company had a change in control and also had a change in the officers and Board of Directors of the Company. NOTE 4 GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has no on-going operations and has incurred losses since its inception. Further, the Company has no working capital to pay its expenses. 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. NOTE 5 EARNINGS (LOSS) PER SHARE The following data show the amounts used in computing income (loss) per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the three months ended March 31, 2000 and 1999 and for the period from the re-entering of development stage on January 1, 1991 through March 31, 2000: Cumulative from the Re-entering of For the Three Development Stage Months Ended on January 1, March 31, 1991 through -------------- March 31, 2000 1999 2000 ------ ------ ----------- (Loss) from continuing operations available to common stockholders (numerator) $(37,000) $ - $(37,000) -------- ------ -------- Weighted average number of common shares outstanding used in earnings per share during the period (denominator) 379,334,405 379,334,405 379,334,405 ----------- ----------- ----------- Dilutive earnings per share was not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted earnings (loss) per share. NOTE 6 COMMITMENTS AND CONTINGENCIES Management believes that the Company is not liable for any existing liabilities related to its former discontinued operations. The Company is not currently named nor is it aware of any such claims or suits against the Company. Management believes that with the passage of time the likelihood of any such claims is remote. No amounts have been reflected or accrued in these financial statements for any contingent liability. NOTE 7 SUBSEQUENT EVENTS Change of Management - In June 2000, the Company's officers and directors resigned and new management was selected. Sale of Common Stock - During April 2000, the Company issued 300,000,000 shares of its previously authorized but unissued common stock for services rendered and payment of expenses valued at $30,000. This issuance resulted in a change of control for the Company. On June 28, 2000, the Company issued 70,000,000 shares of common stock to an officer for services rendered valued at $7,000. Change of Domicile - During June 2000, the Company changed its domicile from Delaware to Nevada. ITEM 2. PLAN OF OPERATIONS 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 quarterly 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 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 the development stage. The Company's balance sheet as of March 31, 2000, reflects a total asset value of $0.00. 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 plan of business 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, 2000 through March 31, 2000, 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 continuing 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. Part II - Other Information Item 1. Legal Proceedings None; not applicable. Item 2. Changes in Securities. None; not applicable. Item 3. Defaults Upon Senior Securities. None; not applicable. Item 4. Submission of Matters to a Vote of Security Holders. None; not applicable. Item 5. Other Information. None; not applicable. Item 6. Exhibits and Reports on Form 8-K. No other exhibits were filed on Form 8-K. 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. Heavenly Hot Dogs, Inc. Date: February 14, 2001 By /s/ Elwood Sheperd ---------------------- Elwood Sheperd, President -----END PRIVACY-ENHANCED MESSAGE-----