HEAVENLY HOT DOGS, INC.

                 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, 1999

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

                4685 S. Highland Dr., Suite 202
                   Salt Lake City, UT 84117
            (Address of Principal Executive Offices)

            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          No  X            (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, 1999  $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 January 31, 2001, there were 379,334,405 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 January 23, 2001, of $.001 per
share, the market value of shares held by nonaffiliates would be $379,334.
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:

                          Common Voting Stock
                            January 31, 2001
                              749,334,405


                           Preferred Stock
                           January 31, 2001
                                  0
                          (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  X   No
                                                ---     ---

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
-------------------------------------------------
     This periodic report contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions,
growth opportunities for existing products, plans and objectives of
management. Statements in this periodic report that are not historical
facts are hereby identified as "forward-looking statements" for the purpose
of the safe harbor provided by Section 21E of the Exchange Act and Section
27A of the Securities Act.

                            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 with HHD's officers and directors
replacing the Company's officers and directors.

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

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

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

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 does not maintain any office nor does it own any property.

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.

Pursuant to shareholder consent of a majority of the issued and
outstanding shares on June 30, 2000, the domicile of the Company was
changed from Delaware to Nevada.

                          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 January
23, 2001, of $.001 per share, the market value of shares held by
nonaffiliates would be $379,334. There are no preferred shares authorized.

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

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

February 2001                 $0.001            $0.001

HOLDERS
-------
     The number of record holders of the Company's  common stock as of
January 31, 2001, was 862; 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, 1999, 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, 1999 through December 31, 1999, 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, 1999 AND DECEMBER 31, 1998
-------------------------------------------------------------
     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, 1999 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
------------                  -----------------------

Each of the following officers and directors were elected effective
December 30, 1999:


Kip Eardley, 41     President and Director

               Mr. Eardley has been self-employed as a consultant to
               various public and private companies since 1989.  He
               performs these services as president and owner of
               Capital Consulting of Utah, Inc.

John Chymboryk, 47    Secretary, Treasurer and Director

               Mr. Chymboryk co-founded a company that specialized in
               marketing, customer retention and management training.
               He served as Vice President and was responsible for the
               financial operations and in developing and delivering
               management training. In 1997, Mr. Chymboryk was
               involved in designing, developing and implementing a
               new application that assists companies in following up
               and retaining their existing customer base.

The following officer and director was elected as the sole officer and
director effective as of June 28, 2000:

Elwood Sheperd, 63    Sole Officer and Director

                      Mr. Sheperd 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 of the present officer and directors have any family relationship
between one another.

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
-------------------------------------------------
Kip Eardley, President of Capital Consulting of Utah, Inc., which owns
approximately 40% of the Company's issued and outstanding shares, has not
filed a Form 3 or Form 5. Elwood Sheperd, President of the Company, owns
approximately 9% 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 300,000,000 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 70,000,000 shares of its common
stock to an officer for services rendered, valued at $7,000.

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
----------------       ----------------          ---------

Kip Eardley               300,000,000(1)             40.00 %

Elwood Sheperd             70,000,000                 9.34%

(1) Consists of indirect ownership.  Mr. Eardley is President of Capital
Consulting of Utah, Inc., which owns 300,000,000 shares of common stock.

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
                          ----------------------------
                                     # of Shares
Name                       Direct        Indirect          % of Class
----------------      --------------  -------------      ----------

Elwood Sheperd         70,000,000              0            9.34 %

All directors and
executives officers
as a group             70,000,000              0            9.34 %
===================    ==========      ==========          =====

CHANGES IN CONTROL
------------------
       In December 1999 the sole officer and director of the Company resigned
and selected new management. In April 2000, the Company issued 300,000,000
shares of its common stock for services rendered and payment of expenses.
This issuance resulted in a change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRANSACTIONS WITH MANAGEMENT AND OTHERS
---------------------------------------
     None; not applicable

CERTAIN BUSINESS RELATIONSHIPS
------------------------------
       None; not applicable

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: 2-14-2001        By /s/ Elwood Sheperd, 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: 2-14-2001       By /s/ Elwood Sheperd, Director
                      -------------------------------





                 HEAVENLY HOT DOGS, INC.
              [A Development Stage Company]

                  FINANCIAL STATEMENTS

               DECEMBER 31, 1999 AND 1998




               HEAVENLY HOT DOGS, INC.
            [A Development Stage Company]




                        CONTENTS
                                                            PAGE

Independent Auditors' Report                                      1

Balance Sheets, December 31, 1999 and 1998                        2

Statements of Operations, for the years ended
   December 31, 1999, 1998 and 1997 and from
   the re-entering of development stage on January 1,
   1991 through December 31, 1999                                 3

Statements of Stockholders' (Deficit), from the
   re-entering of development stage on January 1,
   1991 through December 31, 1999                                 4

Statements of Cash Flows, for the years ended
   December 31, 1999, 1998 and 1997 and from
   the re-entering of development stage on January 1,
   1991 through December 31, 1999                                 5

Notes to Financial Statements                                     6 - 9



                            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, 1999 and 1998, and the
related statements of operations, stockholders' (deficit) and cash flows
for the years ended December 31, 1999, 1998 and 1997 and for the period
from the re-entering of development stage on January 1, 1991 through
December 31, 1999.  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, 1999 and 1998 and the results
of its operations and its cash flows for the years ended December 31, 1999,
1998 and 1997 and for the period from the re-entering of development stage
on January 1, 1991 through December 31, 1999, 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.  These
factors raise substantial doubt about the ability of the Company to
continue as a going concern.  Management's plans in regards to these
matters are also described in Note 4.  The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.

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


June 1, 2000
Salt Lake City, Utah


                HEAVENLY HOT DOGS, INC.
              [A Development Stage Company]

                     BALANCE SHEETS

                          ASSETS


                                                       December 31,
                                                       ------------
                                                      1999       1998
                                                    --------   --------
CURRENT ASSETS:
       Current Assets                               $     -    $     -
                                                    --------   --------
          Total Current Assets                            -          -
                                                    --------   --------
                                                    $     -    $     -
                                                    ========   ========

         LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:
       Accounts payable                             $     -    $     -
                                                    --------   --------
          Total Current Liabilities                       -          -
                                                    --------   --------

STOCKHOLDERS' (DEFICIT):
   Common stock, $.001 par value, 750,000,000
    shares authorized, 379,334,405 shares
    issued and outstanding                          379,334    379,334
   Capital in excess of par value                 1,814,444  1,814,444
   Retained (deficit)                            (2,221,341)(2,221,341)
   Deficit accumulated during the
    development stage                                     -          -
                                                  ---------  ---------
                                                    (27,563)   (27,563)
   Less: 15,750,000 shares of
    treasury stock, at cost                          27,563     27,563
                                                  ---------  ---------
   Total Stockholders' (Deficit)                          -          -
                                                  ---------  ---------
                                                   $      -   $      -
                                                  ========= ==========


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


                 HEAVENLY HOT DOGS, INC.
              [A Development Stage Company]

                STATEMENTS OF OPERATIONS

                                                           Cumulative from
                                                          the Re-entering of
                                                           Development Stage
                                     For the Year Ended       on January 1,
                                        December 31,          1991 through
                                     ------------------        December 31,
                                   1999     1998     1997        1999
                                  ------   ------   ------  ---------------

REVENUE:
   Sales                          $    -   $    -   $    -      $     -
                                  ------   ------   ------      -------
      Total Revenue                    -        -        -            -
                                  ------   ------   ------      -------
EXPENSES:
    General and administrative         -        -        -            -
                                  ------   ------   ------      -------
      Total Expenses                   -        -        -            -
                                  ------   ------   ------      -------
LOSS FROM OPERATIONS                   -        -        -            -
                                  ------   ------   ------      -------
 CURRENT INCOME TAXES                  -        -        -            -

 DEFERRED INCOME TAX                   -        -        -            -
                                  ------   ------   ------      -------
NET LOSS                          $    -   $    -   $    -      $     -
                                  ======   ======   ======      =======

LOSS PER SHARE                    $    -   $    -   $    -      $     -
                                  ======   ======   ======      =======


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, 1999

                                                    Deficit
                                                    Accumulated  Treasury
                Common Stock   Capital in           During the    Stock
             ----------------- Excess of   Retained Development ---------
           Shares     Amount   Par Value    Deficit   Stage   Shares  Amount
          --------   --------  ----------  --------  -------  ------  ------
BALANCE,
January 1,
1991
        379,334,405 $379,334 $1,814,444 $(2,221,341)$   - 15,750,000 $27,563

Net loss
for the
period ended
December 31,
1991             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1991
       379,334,405  379,334  1,814,444  (2,221,341)    - 15,750,000  27,563

Net loss
for the
period ended
December 31,
1992             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1992
       379,334,405  379,334  1,814,444  (2,221,341)    - 15,750,000  27,563

Net loss
for the
year ended
December 31,
1993             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1993
       379,334,405  379,334  1,814,444  (2,221,341)    - 15,750,000  27,563

Net loss
for the
year ended
December 31,
1994             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1994
       379,334,405  379,334  1,814,444  (2,221,341)    - 15,750,000  27,563

Net loss
for the
year ended
December 31,
1995             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1995
       379,334,405  379,334  1,814,444  (2,221,341)    - 15,750,000  27,563

Net loss
for the
year ended
December 31,
1996             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1996
       379,334,405  379,334  1,814,444  (2,221,341)    - 15,750,000  27,563

Net loss
for the
year ended
December 31,
1997             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1997
       379,334,405  379,334  1,814,444  (2,221,341)    - 15,750,000  27,563

Net loss
for the
year ended
December 31,
1998             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1998
       379,334,405  379,334  1,814,444  (2,221,341)    - 15,750,000  27,563

Net loss
for the
year ended
December 31,
1999             -        -          -           -     -          -       -
       -----------  -------  ---------   ---------  ---- ----------  ------
BALANCE,
December 31,
1999
       379,334,405 $379,334 $1,814,444 $(2,221,341) $  - 15,750,000 $27,563
       =========== ======== ========== =========== ===== ========== =======

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



                          HEAVENLY HOT DOGS, INC.
                       [A Development Stage Company]

                          STATEMENTS OF CASH FLOWS
                        INCREASE (DECREASE) IN CASH
                                                           Cumulative from
                                                         the Re-entering of
                                                          Development Stage
                                    For the Year Ended      on January 1,
                                      December 31,          1991 through
                                    ------------------      December 31,
                                  1999     1998     1997        1999
                                 ------   ------   ------  --------------
Cash Flows From Operating
Activities:
  Net loss                       $    -   $    -   $    -      $    -
  Adjustments to reconcile
   net loss to net cash
   used by operating activities:
  Changes in assets and
   liabilities:
     Increase in accounts payable     -        -         -          -
                                 ------   ------   -------     ------
     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          $    -   $    -    $    -     $    -
                                 ======   ======   =======     ======
Supplemental Disclosures of Cash Flow Information:
 Cash paid during the period for:
   Interest                      $    -   $    -    $    -     $    -
   Income taxes                  $    -   $    -    $    -     $    -

Supplemental Schedule of Noncash Investing and Financing Activities:
  For 1999:
  None

  For 1998:
  None

  For 1997:
  None

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



                         HEAVENLY HOT DOGS, INC.
                     [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

In December 1999 the sole officer and director of the Company resigned and
selected new management.  In March 2000, the new management brought the
Company current in its reporting with State of Delaware, which has
reinstated the Company's charter. During April 2000, the Company issued
300,000,000 shares of common stock for services rendered and payment of
expenses valued at $30,000. This issuance resulted in a change in control
of the Company.

In June 2000, the Company's officers and directors resigned and selected
new management.  In June 2000, the Company issued 70,000,000 shares of its
common stock to the new officer and sole director for services rendered to
the Company valued at $7,000.

The Company changed its domicile from Delaware to Nevada in June 2000.

Development Stage   The Company is considered a development stage company
as defined in SFAS no. 7.

Loss Per Share - The computation of loss per share of common stock is based
on the weighted average number of shares outstanding during the periods
presented, in accordance with Statement of Financial Accounting Standards
No. 128, "Earnings Per Share" [See Note 5].

Cash and Cash Equivalents - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.

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

Recently Enacted Accounting Standards   Statement of Financial Accounting
Standards (SFAS) No. 136, "Transfers of Assets to a not for profit
organization or charitable trust that raises or holds contributions for
others", SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities   deferral of the effective date of FASB Statement No. 133 (an
amendment of FASB Statement No. 133.),", SFAS No. 138 "Accounting for
Certain Derivative Instruments and Certain Hedging Activities   and
Amendment of SFAS No. 133", SFAS No. 139, "Rescission of SFAS No. 53 and
Amendment to SFAS No. 63, 89 and 21", and SFAS No. 140, "Accounting to
Transfer and Servicing of Financial Assets and Extinguishment of
Liabilities", were recently issued SFAS No. 136, 137, 138, 139 and 140 have
no current applicability to the Company or their effect on the financial
statements would not have been significant.

NOTE 2 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" which
requires the liability approach for the effect of income taxes.

The Company has available at December 31, 1999 and 1998, unused operating
loss carryforwards of approximately $2,200,000, which may be applied
against future taxable income and which expire in various years through
2019.  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 $748,000) at December 31, 1999 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 $0 and $0 for 1999 and 1998, respectively).

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation   The Company did not pay any compensation to its
officers and directors during the years ended December 31, 1999, 1998, and
1997.

Office Space - The Company has not had a need to rent office space.  A
shareholder of the Company is allowing the Company to use its address, as
needed, at no expense to the Company.

Change in Management   Subsequent to December 31, 1999, the Company had
a change in control and a change in the officers and Board of Directors
of the Company.

NOTE 4   GOING CONCERN

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

NOTE 5   EARNINGS (LOSS) PER SHARE

The following data show the amounts used in computing income (loss) per
share and the effect on income and the weighted average number of shares of
dilutive potential common stock for the years ended December 31, 1999, 1998
and 1997 and for the period from the re-entering of development stage on
January 1, 1991 through December 31, 1999:
                                                          Cumulative from
                                                         the Re-entering of
                                                          Development Stage
                                 For the Year Ended         on January 1,
                                  December 31,              1991 through
                              ------------------------       December 31,
                              1999      1998      1997          1999
                             ------    ------    ------    --------------
(Loss) from continuing
  operations available
  to common stockholders
  (numerator)                $    -    $    -    $    -        $    -
                             ------    ------    ------        ------
Weighted average number of
  common shares outstanding
  used in earnings per share
  during the period
  (denominator)          379,334,405 379,334,405 379,334,405  379,334,405
                         ----------- ----------- -----------  -----------

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

NOTE 6   COMMITMENTS AND CONTINGENCIES

Management believes that the Company is not liable for any existing
liabilities related to its former discontinued operations or former
subsidiary.  Management further believes that with the passage of time
the likelihood of any such claim 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.

NOTE 7   SUBSEQUENT EVENTS

Change of Management   in June 2000, the Company's officers and directors
resigned and new management was selected.

Sale of Common Stock   During April 2000 the Company issued 300,000,000
shares of its previously authorized but unissued common stock for
services rendered and payment of expenses valued at $30,000.

On June 28, 2000 the Company issued 70,000,000 shares of common stock to
an officer for services rendered valued at $7,000.

Change of Domicile -  In June 2000, the Company changed its domicile from
Delaware to Nevada.