U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-KSB

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

For the fiscal year ended: December 31, 2001

( ) 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 of incorporation or organization)	(I.R.S. Employer I.D. No.)

4685 S. Highland Dr., Suite 202

Salt Lake City, UT 84117

(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: Common stock having a par value of $.001 per share

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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 such filing requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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. [ ]

State Issuer's revenues for its most recent fiscal year: December 31, 2001 $0.00

State the aggregate market value of the common voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days:

As of March 25, 2002, 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 The Pink Sheets for the Company's Common Stock on March 21, 2002, of $0.01 per share, the market value of shares held by non-affiliates would be $2,423. There are no preferred shares authorized.

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

None; 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 25, 2002
Common Stock, $.001	749,350
Preferred Stock	(None authorized)

DOCUMENTS INCORPORATED BY REFERENCE

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

Transitional Small Business Issuer Format Yes [ ] No [X]

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 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, 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.

Since the change in control in December 1999, 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

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 a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed.

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.

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 split.

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 trade reported on The Pink Sheets for the Company's Common Stock on March 21, 2002, of $0.01 per share, the market value of shares held by non-affiliates would be $2,423. 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 the period August 1999 to present.

Quarter Ended	High Bid	Low Bid
September 1999	0.005	0.003
December 1999	0.005	0.002
March 2000	0.02	0.005
June 2000	0.005	0.005
September 2000	0.001	0.001
December 2000	0.001	0.001
March 2001	0.001	0.001
12 Month High and Low as of March 25, 2002	0.05	0.0001

HOLDERS

The number of record holders of the Company's common stock as of March 12, 2002, was 865; 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 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 of Development Stage. The Company's balance sheet as of December 31, 2001, 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, 2001 through December 31, 2001, 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.

ITEM 7. FINANCIAL STATEMENTS.

FOR THE PERIODS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

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.

None; not applicable.

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 Company year ending December 31, 2001 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, 64	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.

FAMILY RELATIONSHIPS

None; not applicable

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.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Elwood Shepard, President of the Company, owns approximately 68% of the Company's issued and outstanding shares, has not filed a Form 3 or Form 5. No other director, executive officer or 10% shareholder of the Company has effected any transactions in the Company's securities through the date of filing this report.

ITEM 10. EXECUTIVE COMPENSATION.

During April, 2000 the Company issued 30,000 shares of its common stock to an officer for services rendered and payment of expenses, valued at $30,000.

On June 28, 2000 the Company issued 7,000 shares of its common stock to an officer for services rendered, valued at $7,000.

On March 28, 2001 the Company issued 500,000 shares of its common stock to an officer for services rendered, valued at $5,000.

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.

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	67.65%

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 Shares	% of Class
	Direct	Indirect
Elwood Shepard	507,000	0	67.65 %
All directors and executives officers as a group	507,000	0	67.65%

CHANGES IN CONTROL

None.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

The Company has not had to rent office space. An office/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed.

CERTAIN BUSINESS RELATIONSHIPS

A company related through common control, paid $8,246 during the year ended December 31, 2001 on behalf of the Company. These funds are due and payable upon demand and have no stated interest rate.

INDEBTEDNESS OF MANAGEMENT

None; not applicable

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

DOCUMENTS INCORPORATED BY REFERENCE

None; not applicable.

REPORTS ON FORM 8-K

No report have been filed on Form 8-K.

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 25, 2002 By: /s/ 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 25, 2002 By: /s/ Elwood Shepard, Director

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

FINANCIAL STATEMENTS

DECEMBER 31, 2001

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

CONTENTS

	PAGE
Independent Auditors' Report	1
Balance Sheet, December 31, 2001	2
Statements of Operations, for the years ended December 31, 2001 and 2000 and from the re-entering of development stage on January 1, 1991 through December 31, 2001	3
Statement of Stockholders' (Deficit), from the re-entering of development stage on January 1, 1991 through December 31, 2001	4 - 5
Statements of Cash Flows, for the years ended December 31, 2001 and 2000 and from the re-entering of development stage on January 1, 1991 through December 31, 2001	6 - 7
Notes to Financial Statements	8 - 11

INDEPENDENT AUDITORS' REPORT

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] at December 31, 2001, and the related statements of operations, stockholders' (deficit) and cash flows for the years ended December 31, 2001 and 2000 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2001. 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 audit.

We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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 opinions.

In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Heavenly Hot Dogs, Inc. [a development stage company] as of December 31, 2001 and the results of its operations and its cash flows for the years ended December 31, 2001 and 2000 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2001, in conformity with generally accepted accounting principles.

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, has incurred substantial losses since its inception and has no working capital. Further, the Company 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.

PRITCHETT, SILER & HARDY, P.C.

February 19, 2002

Salt Lake City, Utah

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

BALANCE SHEET

ASSETS
	December 31,
	2001
	______________
CURRENT ASSETS:
Current Assets	$-
	______________
Total Current Assets	-
	______________
	$-
	_______________
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$1,900
Accounts payable - related party	10,246
	______________
Total Current Liabilities	12,146
	______________
STOCKHOLDERS' (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	(54,146)
	______________
Total Stockholders' (Deficit)	(12,146)
	______________
	$-
	_______________

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

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENTS OF OPERATIONS

	For the Year Ended December 31,	For the Year Ended December 31,	Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
	2001	2000	2001
REVENUE:	$ -	$ -	$ -
	________	________	________
EXPENSES:
General and administrative	13,146	41,000	54,146
	________	________	_________
Total Expenses	13,146	41,000	54,146
	________	________	_________
LOSS FROM OPERATIONS	(13,146)	(41,000)	(54,146)
CURRENT INCOME TAXES	-	-	-
DEFERRED INCOME TAX	-	-	-
	________	________	_________
NET LOSS	$(13,146)	$(41,000)	$(54,146)
	_________	_________	__________
LOSS PER SHARE	$(.09)	$(.66)	$(.72)
	_________	_________	__________

The accompanying notes are an integral part of these financial statements

.

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENT OF STOCKHOLDERS' (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2001

	Common Stock		Capital in Excess of Par Value	Retained Deficit	Deficit Accumulated During the Development Stage	Treasury Stock
	Shares	Amount				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	38	2,193,740	(2,166,215)	-	(1,575)	(27,563)
Net loss for the period ended December 31, 1992	-	-	-	-	-	-	-
	_________	________	_________	_________	_________	_________	________
BALANCE,December 31, 1992	37,933	38	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	38	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	38	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	38	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	38	2,193,740	(2,166,215)	-	(1,575)	(27,563)
Net loss for the year ended December 31, 1997	-	-	-	-	-	-	-
	_________	________	_________	_________	_________	_________	________
BALANCE,December 31, 1997	37,933	38	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	38	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	38	2,193,740	(2,166,215)	-	(1,575)	(27,563)
Common stock issued for services renderedvalued at $30,000 or$1.00 per share, April 2000	30,000	30	29,970	-	-	-	-

[Continued]

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENT OF STOCKHOLDERS' (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2001

[CONTINUED]

	Common Stock		Capital in Excess of Par Value	Retained Deficit	Deficit Accumulated During the Development Stage	Treasury Stock
	Shares	Amount				Shares	Amount
Common stock issued for services rendered valued at $7,000, or $1.00 per share, June 2000	7,000	7	6,993	-	-	-	-
Net loss for year ended December 31, 2000	-	-	-	-	(41,000)	-	-
	_________	_________	_________	_________	_________	________	_______
BALANCE,December 31, 2000	74,933	75	2,230,703	(2,166,215)	(41,000)	(1,575)	(27,563)
Fractional shares issued as part of reverse stock split, March 2001	175,992	176	(176)	-	-	-	-
Cancellation of treasury stock April 2001	(1,575)	(2)	(27,561)	-	-	1,575	27,563
Common stock issued for services rendered valued at $5,000, or $.01 per share, March 2001	500,000	500	4,500	-	-	-	-
Net loss for year ended December 31, 2001	-	-	-	-	(13,146)	-	-
	_________	_________	_________	_________	_________	_________	________
BALANCE,December 31, 2001	749,350	$749	$2,207,466	$(2,166,215)	$(54,146)	-	$-
	___________	__________	___________	___________	___________	_________	________

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

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,	For the Year Ended December 31,	Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
	2001	2000	2001
Cash Flows From Operating Activities:
Net loss	$(13,146)	$(41,000)	$(54,146)
Adjustments to reconcile net loss to net cash used by operating activities:
Non-cash expense	5,000	37,000	42,000
Changes in assets and liabilities:
Increase in accounts payable	(100)	2,000	1,900
Increase in accounts payable - related party	8,246	2,000	12,246
	_______	________	_______
Net Cash (Used) by Operating Activities	-	-	-
	_______	________	_______
Cash Flows From Investing Activities	-	-	-
	_______	________	_______
Net Cash (Used) by Investing Activities	-	-	-
	_______	________	_______
Cash Flows From Financing Activities	-	-	-
	_______	________	_______
Net Cash Provided by Financing Activities	-	-	-
	_______	________	_______
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

	For the Year Ended December 31,	For the Year Ended December 31,	Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
	2001	2000	2001
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$ -	$ -	$ -
Income taxes	$ -	$ -	$ -

Supplemental Schedule of Noncash Investing and Financing Activities:

For 2001:

In March 2001, the Company effected a 10,000 for 1 reverse stock split. Any shareholder with less than 100 shares of pre-split common stock was not affected. A total of 749,259,472 shares of common stock were cancelled. For shareholders with less than 100 post-split shares, the Company issued 175,992 fractional shares of common stock bring them to a minimum of 100 shares.

The Company cancelled 1,575 shares of common stock held as treasury stock in the amount of $27,563.

A total of 500,000 shares of common stock was issued for services rendered, valued at $5,000, or $.01 per share.

For 2000:

A total of 37,000 shares of common stock was issued for services rendered, valued at $37,000, or $1.00 per share.

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 12, 1987. The Company attempted 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.

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 6].

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. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement Obligations", and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", were recently issued. SFAS No. 141, 142, 143 and 144 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Restatement - In April 2001, the Company effected a 10,000 for 1 reverse stock split. The financial statements for all periods presented have been adjusted to reflect the effect of this transaction.

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 liability approach for the effect of income taxes.

The Company has available at December 31, 2001, unused operating loss carryforwards of approximately $2,220,000, which may be applied against future taxable income and which expire in various years through 2022. 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 $333,054) at December 31, 2001 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 $(734,946) and $2,000 for 2001 and 2000, respectively).

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation - The Company paid $5,000 and $7,000 compensation to its officers and directors during the years ended December 31, 2001 and 2000, respectively.

Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed. The cost is nominal and has not been recorded as an expense to the Company.

Accounts Payable - A company related through common control, paid $8,246 for expenses on behalf of the Company during the year ended December 31, 2001. At December 31, 2001, the Company owed $10,246 to the related party.

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 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 - STOCK TRANSACTIONS

In March 2001, the Company effected a 10,000 for 1 reverse stock split. Any shareholder with less than 100 shares of pre-split common stock was not affected. A total of 749,259,472 shares of common stock were cancelled. For shareholders with less than 100 post-split shares, the Company issued 175,992 fractional shares of 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.

During March 2001 the Company issued 500,000 post-split shares of its previously authorized but unissued common stock for services rendered, valued at $5,000, or $.001 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.

On June 28, 2000 the Company issued 7,000 shares of common stock to an officer for services rendered, valued at $7,000, $1.00 per share.

NOTE 6 - 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 years ended December 31, 2001 and 2000 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2001:

	For the Years Ended December 31,	For the Years Ended December 31,	Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
	2001	2000	2001
(Loss) from continuing operations available to common stockholders (numerator)	$(13,146)	$(41,000)	$(54,146)
	__________	___________	________
Weighted average number of common shares outstanding used in earnings per share during the period (denominator)	151,044	62,556	74,822
	__________	___________	________

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.

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