10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2013

or

 .    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 its charter)

Nevada	87-0674571
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT	84121
(Address of principal executive offices)	(Zip Code)

(801) 274-1011

(Registrant’s telephone number, including area code)

_______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   X  .   Yes   .  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    X  .   Yes    .  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer .  

Accelerated filer   .  

Non-accelerated filer   .   (Do not check if a smaller reporting company)

Smaller reporting company  X  .  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  X  .   Yes   .  No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  .  Yes   .  No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 6, 2013:  749,350

PART I - FINANCIAL INFORMATION

ITEM 1.  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, 2013 and 2012 and for the periods then ended have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, 2012 audited financial statements.  The results of operations for the periods ended March 31, 2013 and 2012 are not necessarily indicative of the operating results for the full year.

2

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2013

3

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

CONTENTS

		PAGE
-	Condensed Balance Sheets,
	March 31, 2013 (Unaudited) and December 31, 2012	5
-	Unaudited Condensed Statements of Operations,
	for the three month periods ended March 31, 2013,
	and 2012, and for the period from the re-entering of
	development stage on January 1, 1991 through
	March 31, 2013	6
-	Unaudited Condensed Statements of Cash Flows,
	for the three month periods ended March 31, 2013, and
	2012, and for the period from the re-entering of
	development stage on January 1, 1991 through
	March 31, 2013	7
-	Notes to Unaudited Condensed Financial Statements	8 – 9

4

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

CONDENSED BALANCE SHEETS

ASSETS
		March 31,		December 31,
		2013		2012
		(Unaudited)
CURRENT ASSETS:
Cash	$	-	$	-
Total Current Assets		-		-
Total Assets	$	-	$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	3,200	$	1,600
Advances payable - related party		95,316		92,116
Accrued interest - related party		23,404		21,974
Total Current Liabilities		121,920		115,690
STOCKHOLDERS’ DEFICIT
Common stock, 750,000,000 shares authorized, $.001 par value, 749,350 shares issued and outstanding		749		749
Capital in excess of par value		2,207,466		2,207,466
Retained deficit		(2,166,215)		(2,166,215)
Deficit accumulated during the development stage		(163,920)		(157,690)
Total Stockholders’ Deficit		(121,920)		(115,690)
Total Liabilities and Stockholders’ Deficit	$	-	$	-

Note: The balance sheet at December 31, 2012 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.

5

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

						Cumulative
						from the
						Re-entering
						of
						Development
		For the				Stage on
		Three Months				January 1,
		Ended				1991 through
		March 31,				March 31,
		2013		2012		2013
Revenue	$	-	$	-	$	-
Total Revenue		-		-		-
Expenses:
General and Administrative		4,800		3,250		140,516
Loss Before Other Income (Expense)		(4,800)		(3,250)		(140,516)
Other Income (Expense):
Interest Expense		(1,430)		(1,190)		(23,404)
Loss Before Income Taxes		(6,230)		(4,440)		(163,920)
Current Income Tax Expense		-		-		-
Deferred Income Tax Expense		-		-		-
Net Loss	$	(6,230)	$	(4,440)	$	(163,920)
Loss Per Common Share – Basic and Diluted	$	(0.01)	$	(0.01)
Weighted Average Number Of Common Shares Outstanding – Basic and Diluted		749,350		749,350

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

6

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

						Cumulative
						from the
						Re-entering
						of
						Development
		For the				Stage on
		Three Months				January 1,
		Ended				1991 through
		March 31,				March 31,
		2013		2012		2013
Cash Flows From Operating Activities:
Net loss	$	(6,230)	$	(4,440)	$	(163,920)
Adjustments to reconcile net loss to
net cash used by operating activities:
Non-cash expense		-		-		42,000
Changes in assets and liabilities:
Increase in accounts payable		1,600		3,000		3,200
Increase in accrued interest		1,430		1,190		23,404
Net Cash (Used) by Operating Activities		(3,200)		(250)		(95,316)
Cash Flows From Investing Activities:
Net Cash (Used) by Investing Activities		-		-		-
Cash Flows From Financing Activities:
Advances – related party		3,200		250		95,316
Net Cash Provided by Financing Activities		3,200		250		95,316
Net Increase in Cash		-		-		-
Cash at Beginning of the Period		-		-		-
Cash at End of the Period	$	-	$	-	$	-
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, 2013:

None

For the three months ended March 31, 2012:

None

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

7

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.  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 Accounting Standards Codification (ASC) Topic No. 915.

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, 2013 and 2012 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, 2012 audited financial statements. The results of operations for the periods ended March 31, 2013 and 2012 are not necessarily indicative of the operating results for the full year.

NOTE 2 - RELATED PARTY TRANSACTIONS

Management Compensation – The Company did not pay any compensation to its officers and directors during the periods ended March 31, 2013 and 2012.

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 $3,200 during the period ended March 31, 2013 and $250 for the same period in 2012.  A total of $95,316 and $92,116 was owed at March 31, 2013 and December 31, 2012, respectively, by the Company for advances.  These funds are due and payable upon demand and accrue interest at 6% per annum. Accrued interest at March 31, 2013 and December 31, 2012 was $23,404 and $21,974, respectively.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted 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.

8

HEAVENLY HOT DOGS, INC.

[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 – 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 periods ended March 31, 2013 and 2012:

		For the Three Months Ended March 31,
		2013		2012
Loss from continuing operations available to common stockholders (numerator)	$	(6,230)	$	(4,440)
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 affect the computation of diluted loss per share.

NOTE 5 – SUBSEQUENT EVENTS

Subsequent to the date of this report, in an effort to actively seek a business opportunity, the Company entered into an agreement with Hong Kong International Services ("HKIS") whereby HKIS will attempt to introduce us to potential merger candidates. The  Company  has agreed to issue 1.5 million restricted common shares for this service which will be held in escrow until a successful merger is accomplished.  Should no business transaction occur within one year from the date of the agreement, the shares will be returned to treasury and canceled.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there were no additional items to report.

9

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENT NOTICE

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

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-K’s, 10-Q’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 stockholders’ equity since re-entering of development stage. The Company anticipates that it needs fifteen to twenty thousand dollars for the next twelve months to cover its reporting obligations. The Company’s balance sheet as of March 31, 2013, 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, 2013 through March 31, 2013, 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.

The Company had a net loss of $6,230 for the three months ended March 31, 2013 as compared to a loss of $4,440 for the three months ended March 31, 2012. The losses for both periods are comprised of legal, accounting, professional and interest expenses required to perform its reporting obligations.

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.

The Company received advances of $3,200 during the three months ended March 31, 2013 and $250 for the same period in 2012.  A total of $95,316 is now owed by the Company for advances.  These funds are due and payable upon demand and have a stated interest rate of 6%. Accrued interest at March 31, 2013 is $23,404.

10

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 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required by smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer (one person) has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial officer.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

No legal proceedings are threatened or pending against Heavenly Hot Dogs, Inc., or any of our officers or directors.  Further, none of our officers, directors or affiliates are parties against Heavenly Hot Dogs, Inc., or have any material interests in actions that are adverse to our own.

11

ITEM 1A. RISK FACTORS

The Company’s business is subject to numerous risk factors, including the following.

The Company has had very limited operating history and no revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a target company. There is no assurance that the Company can identify such a target company and consummate such a business combination.

Our proposed business plan is speculative in nature.  The success of the Company’s proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While management will prefer business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company’s operations will be dependent upon management of the target company and numerous other factors beyond the Company’s control.

The Company is and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete with numerous other small public companies in seeking merger or acquisition candidates.

The Company has no current arrangement, agreement or understanding with respect to engaging in a merger with or acquisition of a specific business entity. There can be no assurance that the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for evaluation by the Company. There is no assurance that the Company will be able to negotiate a business combination on terms favorable to the Company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target company to have achieved, or without which the Company would not consider a business combination with such business entity. Accordingly, the Company may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics.

Our management has limited time to devote to our business.  While seeking a business combination, management anticipates devoting only a limited amount of time per month to the business of the Company. The Company’s sole officer has not entered into a written employment agreement with the Company and he is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of management, loss of the services of this individual would adversely affect development of the Company’s business and its likelihood of continuing operations.

The Company’s officer and director participates in other business ventures which may compete directly with the Company. Additional conflicts of interest and non-arms length transactions may also arise in the future.  Management has adopted a policy that the Company will not seek a merger with, or acquisition of, any entity in which any member of management serves as an officer, director or partner, or in which they or their family members own or hold any ownership interest.

Reporting requirements may delay or preclude an acquisition.  Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) requires companies subject thereto to provide certain information about significant acquisitions including certified financial statements for the company acquired covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company has neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. Even in the event demand exists for a merger or acquisition of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.

12

The Company’s proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business entity. Consequently, the Company’s activities will be limited to those engaged in by the business entity which the Company merges with or acquires. The Company’s inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.

Potential for being classified an Investment Company.  Although the Company will be subject to regulation under the Exchange Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act could subject the Company to material adverse consequences.

A business combination involving the issuance of the Company’s common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business combination may require shareholders of the Company to sell or transfer all or a portion of the Company’s common stock held by them. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.  Currently, there are no pending acquisitions, business combinations or mergers.

The Company’s primary plan of operation is based upon a business combination with a business entity which, in all likelihood, will result in the Company issuing securities to shareholders of such business entity. The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by the present shareholders of the Company and would most likely result in a change in control or management of the Company.

Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target company; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.

Management of the Company will request that any potential business opportunity provide audited financial statements. One or more attractive business opportunities may choose to forego the possibility of a business combination with the Company rather than incur the expenses associated with preparing audited financial statements. In such case, the Company may choose to obtain certain assurances as to the target company’s assets, liabilities, revenues and expenses prior to consummating a business combination, with further assurances that audited financial statements would be provided after closing of such a transaction.  Closing documents relative thereto may include representations that the audited financial statements will not materially differ from the representations included in such closing documents.

Our stock will become subject to the Penny Stock rules, which impose significant restrictions on the Broker-Dealers and may affect the resale of our stock.   Our stock will become subject to Penny Stock trading rules, and investors will experience resale restrictions and a lack of liquidity. A penny stock is generally a stock that:

·

is not listed on a national securities exchange or Nasdaq;

·

is listed in “pink sheets” or on the OTC Bulletin Board;

·

has a price per share of less than $5.00; and

·

is issued by a company with net tangible assets less than $5 million.

13

The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including:

·

determination of the purchaser’s investment suitability;

·

delivery of certain information and disclosures to the purchaser; and

·

receipt of a specific purchase agreement from the purchaser prior to effecting the purchase transaction.

Due to the Penny Stock rules, many broker-dealers will not effect transactions in penny stocks except on an unsolicited basis.  When our common stock becomes subject to the penny stock trading rules,

·

such rules may materially limit or restrict the ability to resell our common stock, and

·

the liquidity typically associated with other publicly traded equity securities may not exist.

It is possible that a liquid market for our stock will never develop and you will not be able to sell your stock.  There is no assurance a market will be made in our stock.  If no market exists, you will not be able to sell your shares publicly, making your investment of little or no value.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The Company did not sell or issue any securities during the period covered by this report.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.   MINE SAFETY DISCLOSURES

None

ITEM 5.   OTHER INFORMATION.

Subsequent to the date of this report, in an effort to actively seek a business opportunity, we entered into an agreement with Hong Kong International Services ("HKIS") whereby HKIS will attempt to introduce us to potential merger candidates.  We have agreed to issue 1.5 million restricted common shares for this service which will be held in escrow until a successful merger is accomplished.  Should no business transaction occur within one year from the date of the agreement, the shares will be returned to treasury and canceled.

14

ITEM 6.   EXHIBITS.

(a)  Exhibits

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

Exhibit No.	Title of Document	Location
10.1	Representation Agreement with Hong Kong International Services Limited	Attached
31.1	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
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
101.INS	XBRL Instance Document**	Attached
101.SCH	XBRL Taxonomy Extension Schema Document**	Attached
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**	Attached
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**	Attached
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**	Attached
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**	Attached

(b)  Reports on Form 8-K

None

*

The Exhibit attached to this Form 10-Q 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.

**

XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

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: May 9, 2013

By: /s/ Elwood Shepard

Elwood Shepard, President

15

EX-10.1

Exhibit 10.1

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Elwood Shepard, certify that:

1.

I have reviewed this 10-Q of Heavenly Hot Dogs, Inc.;

2.

Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3.

Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition and results of operations of the issuer as of, and for, the periods presented in the report;

4.

The registrant's certifying officer:

A.

is responsible for establishing and maintaining internal controls;

B.

has designed such internal controls to ensure that material information relating to the issuer and its consolidated subsidiaries is made known to such officers by others within those entities, particularly during the period in which the periodic reports are being prepared;

C.

has evaluated the effectiveness of the issuer's internal controls as of a date within 90 days prior to the report; and

D.

has presented in the report his conclusions about the effectiveness of his internal controls based on their evaluation as of that date;

5.

The registrant's certifying officer has disclosed to the issuer's auditors and the audit committee of the board of directors (or persons fulfilling the equivalent function):

A.

all significant deficiencies in the design or operation of internal controls which could adversely affect the issuer's ability to record, process, summarize, and report financial data and have identified for the issuer's auditors any material weaknesses in internal controls; and

B.

any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls; and

6.

the signing officer has indicated in the report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: Mary 9, 2013

/s/ Elwood Shepard                              

Elwood Shepard

President, Chief Executive Officer and

Chief Financial Officer

(Principal Executive Officer and

Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Elwood Shepard, President, Chief Executive Officer and Chief Financial Officer of Heavenly Hot Dogs, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1)

the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2013

/s/ Elwood Shepard              

Elwood Shepard

President, Chief Executive Officer and

Chief Financial Officer

(Principal Executive Officer and

Principal Financial Officer)

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act has been furnished to Heavenly Hot Dogs, Inc. and will be retained by Heavenly Hot Dogs, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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LOSS PER SHARE

3 Months Ended

Mar. 31, 2013

LOSS PER SHARE

LOSS PER SHARE

NOTE 4 – 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 periods ended March 31, 2013 and 2012:

		For the Three Months Ended March 31,
		2013		2012
Loss from continuing operations available to common stockholders (numerator)	$	(6,230)	$	(4,440)
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 affect the computation of diluted loss per share.

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GOING CONCERN

3 Months Ended

Mar. 31, 2013

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted 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.

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CONDENSED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
CURRENT ASSETS
Cash	$ 0	$ 0
Total Current Assets	0	0
Total Assets	0	0
CURRENT LIABILITIES:
Accounts payable	3,200	1,600
Advances payable - related party	95,316	92,116
Accrued interest - related party	23,404	21,974
Total Current Liabilities	121,920	115,690
STOCKHOLDERS' DEFICIT
Common stock, 750,000,000 shares authorized, $.001 par value, 749,350 shares issued and outstanding	749	749
Capital in excess of par value	2,207,466	2,207,466
Retained deficit	(2,166,215)	(2,166,215)
Deficit accumulated during the development stage	(163,920)	(157,690)
Total Stockholders' Deficit	(121,920)	(115,690)
Total Liabilities and Stockholders' Deficit	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 Accounting Standards Codification (ASC) Topic No. 915.

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, 2013 and 2012 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, 2012 audited financial statements. The results of operations for the periods ended March 31, 2013 and 2012 are not necessarily indicative of the operating results for the full year.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2013

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 2 - RELATED PARTY TRANSACTIONS

Management Compensation – The Company did not pay any compensation to its officers and directors during the periods ended March 31, 2013 and 2012.

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 $3,200 during the period ended March 31, 2013 and $250 for the same period in 2012.  A total of $95,316 and $92,116 was owed at March 31, 2013 and December 31, 2012, respectively, by the Company for advances.  These funds are due and payable upon demand and accrue interest at 6% per annum. Accrued interest at March 31, 2013 and December 31, 2012 was $23,404 and $21,974, respectively.

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CONDENSED BALANCE SHEETS PARENTHETICALS (USD $)	Mar. 31, 2013	Dec. 31, 2012
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	750,000,000	750,000,000
Common Stock, Shares Issued	749,350	749,350
Common Stock, Shares Outstanding	749,350	749,350

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 06, 2013
Document and Entity Information
Entity Registrant Name	HEAVENLY HOT DOGS INC
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Entity Central Index Key	0000823546
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		749,350
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		267 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Revenue	$ 0	$ 0	$ 0
Total Revenue	0	0	0
General and Administrative	4,800	3,250	140,516
Loss Before Other Income (Expense)	(4,800)	(3,250)	(140,516)
Interest Expense	(1,430)	(1,190)	(23,404)
Loss Before Income Taxes	(6,230)	(4,440)	(163,920)
Current Income Tax Expense	0	0	0
Deferred Income Tax Expense	0	0	0
Net Loss	$ (6,230)	$ (4,440)	$ (163,920)
Loss Per Common Share - Basic and Diluted	$ (0.01)	$ (0.01)
Weighted Average Number Of Common Shares Outstanding - Basic and Diluted	749,350	749,350

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Effect on income and the weighted average number of shares (Table)

3 Months Ended

Mar. 31, 2013

Effect on income and the weighted average number of shares

Effect on income and the weighted average number of shares

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 periods ended March 31, 2013 and 2012:

		For the Three Months Ended March 31,
		2013		2012
Loss from continuing operations available to common stockholders (numerator)	$	(6,230)	$	(4,440)
Weighted average number of common shares outstanding  used in loss per share during the period (denominator)		749,350		749,350

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ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2013

ACCOUNTING POLICIES

Organization

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 Accounting Standards Codification (ASC) Topic No. 915.

Condensed Financial Statements

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, 2013 and 2012 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, 2012 audited financial statements. The results of operations for the periods ended March 31, 2013 and 2012 are not necessarily indicative of the operating results for the full year.

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COMPUTING LOSS PER SHARE (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Loss from continuing operations available to common stockholders (numerator)	$ (6,230)	$ (4,440)
Weighted average number of common shares outstanding used in loss per share during the period (denominator)	749,350	749,350

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RELATED PARTY TRANSACTION (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Advances Payable	$ 3,200	$ 250

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RELATED PARTY TRANSACTION PAYABLES (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Total Amount Owed	$ 95,316	$ 92,116
Accrue Interest Rate Per Annum	6.00%	6.00%
Accrued interest Related parties	$ 23,404	$ 21,974

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UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended		267 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Cash Flows From Operating Activities:
Net loss	$ (6,230)	$ (4,440)	$ (163,920)
Adjustments to reconcile net loss to net cash used by operating activities:
Non-cash expense	0	0	42,000
Changes in assets and liabilities:
Increase in accounts payable	1,600	3,000	3,200
Increase in accrued interest	1,430	1,190	23,404
Net Cash (Used) by Operating Activities	(3,200)	(250)	(95,316)
Cash Flows From Investing Activities:
Net Cash (Used) by Investing Activities	0	0	0
Cash Flows From Financing Activities:
Advances - related party	3,200	250	95,316
Net Cash Provided by Financing Activities	3,200	250	95,316
Net Increase in Cash	0	0	0
Cash at Beginning of the Period	0	0	0
Cash at End of the Period	0	0	0
Supplemental Disclosures of Cash Flow Information:
Interest	0	0	0
Income taxes	0	0	0
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Supplemental Schedule of Non-Cash Investing and Financing Activities	$ 0	$ 0	$ 0

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2013

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 5 – SUBSEQUENT EVENTS

Subsequent to the date of this report, in an effort to actively seek a business opportunity, the Company entered into an agreement with Hong Kong International Services ("HKIS") whereby HKIS will attempt to introduce us to potential merger candidates. The  Company  has agreed to issue 1.5 million restricted common shares for this service which will be held in escrow until a successful merger is accomplished.  Should no business transaction occur within one year from the date of the agreement, the shares will be returned to treasury and canceled.

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there were no additional items to report.