**U. S. Securities and Exchange Commission**

**Washington, D. C. 20549**



**FORM 10-KSB**

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

For the fiscal year ended: December 31, 2001

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934         For the transition period from           to

**Commission File No. 33-1773NY**

**Heavenly Hot Dogs, Inc.**

(Name of Small Business Issuer in its Charter)

****Nevada**
**13-3403584**(State or Other Jurisdiction of incorporation or
organization)
(I.R.S. Employer I.D. No.)**4685 S. Highland Dr., Suite 202**

**Salt Lake City, UT 84117**

(Address of Principal Executive Offices)

Issuer's Telephone Number:**(801)274-1011**

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

Securities Registered under Section 12(g) of the Exchange Act: Common stock having a par value of $.001 per share

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of Regulation  S-B is not  contained in  this
form,  and no  disclosure  will  be contained,  to the  best of  Registrant's  knowledge,  in  definitive proxy  or information
statements  incorporated  by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

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

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

As of March 25, 2002, there were 242,350 shares of common voting stock of the  Registrant  held by  non-affiliates.
During the past five years,  there has been a very limited  "public  market"  for  shares of common stock of the Company.
It is therefore difficult to determine the market value of the stock. Based on the last trade reported on The Pink Sheets for
the Company's Common Stock on March 21, 2002, of $0.01 per share, the market value of shares held by non-affiliates
would be $2,423. There are no preferred shares authorized.

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

None; Not Applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:Class
Outstanding as of March 25, 2002Common Stock, $.001
749,350Preferred Stock
(None authorized)DOCUMENTS INCORPORATED BY REFERENCE

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

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

FORWARD-LOOKING INFORMATION

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

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

**PART I**

**ITEM 1.  DESCRIPTION OF BUSINESS.**

**BUSINESS DEVELOPMENT**

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

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

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

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

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

Since the change in control in December 1999, the Company has had no business operations, and is actively seeking
merger or acquisition candidates.

**PRINCIPAL PRODUCTS OR SERVICES AND MARKETS**

None; not applicable

**COMPETITION**

Not applicable

**DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS**

None; not applicable

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

None; not applicable

**NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES**

None; not applicable

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

None; not applicable.

**COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS**

None; not applicable.

**NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES**

None

**ITEM 2.  DESCRIPTION OF PROPERTY**.

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

**ITEM 3.  LEGAL PROCEEDINGS.**

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

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

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

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

**PART II**

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

**MARKET INFORMATION**

During the past five years,  there has been a very limited  "public  market"  for  shares of common  stock of the Company.
It is therefore difficult to determine the market value of the stock. Based on the last trade reported on The Pink Sheets for
the Company's Common Stock on March 21, 2002, of $0.01  per share, the market value of shares held by non-affiliates
would be $2,423. There are no preferred shares authorized.

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

Set forth below are the high and low bid prices for the Company's Common Stock for the period August 1999 to present.**Quarter Ended**
**High Bid**
**Low Bid**September 1999
0.005
0.003December 1999
0.005
0.002March 2000
0.02
0.005June 2000
0.005
0.005September 2000
0.001
0.001December 2000
0.001
0.001March 2001
0.001
0.00112 Month High and Low as of March
25, 2002
0.05
0.0001**HOLDERS**

The number of record holders of the Company's  common stock as of March 12, 2002, was 865; this  number does  not
include  an  indeterminate  number  of stockholders  whose  shares are held by brokers  in street name.  The number of
stockholders  has been  substantially  the same during the past five years.

**DIVIDENDS**

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

**RECENT SALES OF UNREGISTERED SECURITIES**

None

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

**PLAN OF OPERATION**

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

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

**LIQUIDITY AND CAPITAL RESOURCES**

The Company remains in the development stage and has experienced no significant change in liquidity or capital resources
or stockholder's equity since re-entering of Development Stage. The Company's balance sheet as of December 31, 2001,
reflects a total asset value of $0.00. The Company has no cash or line of credit, other than that which present management
may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected.  The Company
will carry out its plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business combination or whether its capital will be further
depleted by the operating losses (if any) of the business entity which the Company  may eventually acquire.

**RESULTS OF OPERATIONS**

During the period from January 1, 2001 through December 31, 2001, the Company has engaged in no significant
operations other than maintaining its reporting status with the SEC and seeking a business combination.  No revenues were
received by the Company during this period.

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

**NEED FOR ADDITIONAL FINANCING**

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

**ITEM 7.  FINANCIAL STATEMENTS.**

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

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

**ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND**
**FINANCIAL DISCLOSURE.**

None; not applicable.

**PART III**

**ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;** **COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.**

**IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS**

The following table sets forth, the names and the nature of all positions and offices held by all directors and executive
officers of the Company for the Company year ending December 31, 2001 and to the date hereof, and the period or periods
during which each such  director or executive officer served in his or her respective positions.**Name and age**
**Position and background**Elwood Shepard, 64
Sole Officer and DirectorMr. Shepard is the General Contractor and President of
Designer Construction, Inc. Designer Construction
specializes in residential and commercial remodeling. He
has extensive experience in the construction field and in
day-to-day management of corporations.**TERM OF OFFICE**

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

**FAMILY RELATIONSHIPS**

None; not applicable

**INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS**

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

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

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

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

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

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

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

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

**ITEM 10.  EXECUTIVE COMPENSATION.**

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

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

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

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

**COMPENSATION OF DIRECTORS**

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

**TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT**

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

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**

**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS**

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

Number and Percentage of Shares Beneficially OwnedName and Address
# of Shares
% of ClassElwood Shepard
507,000
67.65%**SECURITY OWNERSHIP OF MANAGEMENT**

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

Number and Percentage of Shares Beneficially OwnedName
# of Shares
# of Shares
% of ClassDirect
IndirectElwood Shepard
507,000
0
67.65 %All directors and executives
officers as a group
507,000
0
67.65%**CHANGES IN CONTROL**

None.

**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**

**TRANSACTIONS WITH MANAGEMENT AND OTHERS**

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

**CERTAIN BUSINESS RELATIONSHIPS**

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

**INDEBTEDNESS OF MANAGEMENT**

None; not applicable

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

**DOCUMENTS INCORPORATED BY REFERENCE**

None; not applicable.

**REPORTS ON FORM 8-K**

No report have been filed on Form 8-K.

**SIGNATURES**

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange Act of 1934,  the  Registrant has duly
caused  this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

HEAVENLY HOT DOGS, INC.

Date: March 25, 2002      By: /s/ Elwood Shepard, President

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

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**FINANCIAL STATEMENTS**

**DECEMBER 31, 2001**

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

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

INDEPENDENT AUDITORS' REPORT

Board of Directors

**HEAVENLY HOT DOGS, INC.**

Salt Lake City, Utah

We have audited the accompanying balance sheet of Heavenly Hot Dogs, Inc. [a development stage company] at December
31, 2001, and the related statements of operations, stockholders' (deficit) and cash flows for the years ended December 31,
2001 and 2000 and for the period from the re-entering of development stage on January 1, 1991 through December 31,
2001.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing standards.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinions.

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

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

**PRITCHETT, SILER & HARDY, P.C.**

February 19, 2002

Salt Lake City, Utah

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**BALANCE SHEET**

|**ASSETS**                                                                                          |                 
|--------------------------------------------------------------------------------------------------- | ----------------
|                                                                                                    | **December 31,**
|                                                                                                    | **2001**        
|                                                                                                    | ______________  
|**CURRENT ASSETS:**                                                                                 |                 
|Current Assets                                                                                      | $-              
|                                                                                                    | ______________  
|Total Current Assets                                                                                | -               
|                                                                                                    | ______________  
|                                                                                                    | $-              
|                                                                                                    | _______________ 
|                                                                                                    |                 
|**LIABILITIES AND STOCKHOLDERS' (DEFICIT)**                                                         |                 
|                                                                                                    |                 
|**CURRENT LIABILITIES:**                                                                            |                 
|Accounts payable                                                                                    | $1,900          
|Accounts payable - related party                                                                    | 10,246          
|                                                                                                    | ______________  
|Total Current Liabilities                                                                           | 12,146          
|                                                                                                    | ______________  
|**STOCKHOLDERS' (DEFICIT):**                                                                        |                 
|Common stock, $.001 par value, 750,000,000 shares
authorized, 749,350 shares issued and outstanding | 749             
|Capital in excess of par value                                                                      | 2,207,466       
|Retained (deficit)                                                                                  | (2,166,215)     
|Deficit accumulated during the development stage                                                    | (54,146)        
|                                                                                                    | ______________  
|Total Stockholders' (Deficit)                                                                       | (12,146)        
|                                                                                                    | ______________  
|                                                                                                    | $-              
|                                                                                                    | _______________ 

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**STATEMENTS OF OPERATIONS**

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

The accompanying notes are an integral part of these financial statements

.

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**STATEMENT OF STOCKHOLDERS' (DEFICIT)**

**FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON**

**JANUARY 1, 1991 THROUGH DECEMBER 31, 2001**

|                                                                                         | **Common
Stock** |            | **Capital in
Excess of Par
Value** | **Retained
Deficit** | **Deficit
Accumulated
During the
Development
Stage** | **Treasury
Stock** |           
|---------------------------------------------------------------------------------------- | ---------------- | ---------- | ---------------------------------- | -------------------- | ---------------------------------------------------- | ------------------ | ----------
|                                                                                         | **Shares**       | **Amount** |                                    |                      |                                                      | **Shares**         | **Amount**
|**BALANCE,**January 1,
1991                                                              | 37,933           | $38        | $2,193,740                         | $(2,166,215)         | $       -                                            | (1,575)            | $(27,563) 
|Net loss for
the period
ended
December 31,
1991                                          | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _________                          | _________            | ________                                             | _________          | ________  
|**BALANCE,**December 31,
1991                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Net loss for
the period
ended
December 31,
1992                                          | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _________                          | _________            | _________                                            | _________          | ________  
|**BALANCE,**December 31,
1992                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Net loss for
the year
ended
December 31,
1993                                            | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _________                          | _________            | _________                                            | _________          | ________  
|**BALANCE,**December 31,
1993                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Net loss for
the year
ended
December 31,
1994                                            | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _________                          | _________            | _________                                            | _________          | ________  
|**BALANCE,**December 31,
1994                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Net loss for
the year
ended
December 31,
1995                                            | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _______                            | _________            | _________                                            | _________          | ________  
|**BALANCE,**December 31,
1995                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Net loss for
the year
ended
December 31,
1996                                            | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _________                          | _________            | _________                                            | _________          | ________  
|**BALANCE,**December 31,
1996                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Net loss for
the year
ended
December 31,
1997                                            | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _________                          | _________            | _________                                            | _________          | ________  
|**BALANCE,**December 31,
1997                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Net loss for
the year
ended
December 31,
1998                                            | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _________                          | _________            | _________                                            | _________          | ________  
|**BALANCE,**December 31,
1998                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Net loss for
the year
ended
December 31,
1999                                            | -                | -          | -                                  | -                    | -                                                    | -                  | -         
|                                                                                         | _________        | ________   | _________                          | _________            | _________                                            | _________          | ________  
|**BALANCE,**December 31,
1999                                                            | 37,933           | 38         | 2,193,740                          | (2,166,215)          | -                                                    | (1,575)            | (27,563)  
|Common
stock issued
for services
renderedvalued at $30,000
or$1.00 per
share, April
2000 | 30,000           | 30         | 29,970                             | -                    | -                                                    | -                  | -         

[Continued]

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**STATEMENT OF STOCKHOLDERS' (DEFICIT)**

**FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON**

**JANUARY 1, 1991 THROUGH DECEMBER 31, 2001**

**[CONTINUED]**

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

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**STATEMENTS OF CASH FLOWS**

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

[Continued]

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**STATEMENTS OF CASH FLOWS**

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

**Supplemental Schedule of Noncash Investing and Financing Activities:**

For 2001:

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

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

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

For 2000:

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

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Organization -** Heavenly Hot Dogs, Inc. (the Company) was organized under the laws of the State of Delaware on April
12, 1987.  The Company attempted to sell franchises for the retail sale of its Chicago style Hot Dogs.  The company
discontinued these operations during 1990 and has been inactive since that time.  The Company is currently seeking
potential business ventures. The Company is considered to have re-entered into a new development stage on January 1,
1991.

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

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

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

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

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

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 2 - INCOME TAXES**

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

The Company has available at December 31, 2001, unused operating loss carryforwards of approximately $2,220,000,
which may be applied against future taxable income and which expire in various years through 2022.  However, if certain
substantial changes in the Company's ownership should occur, there could be an annual limitation on the amount of net
operating loss carryforward which can be utilized.  The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings
of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax effect of the
loss carryforwards (approximately $333,054) at December 31, 2001 and, therefore, no deferred tax asset has been
recognized for the loss carryforwards.  The change in the valuation allowance is equal to the tax effect of the current
period's net loss (approximately $(734,946) and $2,000 for 2001 and 2000, respectively).

**NOTE 3 - RELATED PARTY TRANSACTIONS**

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

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

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

**NOTE 4 - GOING CONCERN**

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 5 - STOCK TRANSACTIONS**

In March 2001, the Company effected a 10,000 for 1 reverse stock split. Any shareholder with less than 100 shares of
pre-split common stock was not affected. A total of 749,259,472 shares of common stock were cancelled. For shareholders
with less than 100 post-split shares, the Company issued 175,992 fractional shares of common stock bringing them to a
minimum of 100 shares.  The financial statements for all periods presented have been restated to reflect the stock split.

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

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

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

**NOTE 6 - EARNINGS (LOSS) PER SHARE**

The following data show the amounts used in computing income (loss) per share and the effect on income and the weighted
average number of shares of dilutive potential common stock for the years ended December 31, 2001 and 2000 and for the
period from the re-entering of development stage on January 1, 1991 through December 31, 2001:

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

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**NOTE 7 - COMMITMENTS AND CONTINGENCIES**

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