**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, 2002

(  ) 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.)**2469 E. Fort Union Blvd., Suite 214**

**Salt Lake City, UT 84121**

(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, 2002  $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 26 2003, 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 26, 2003, of $0.0001 per share, the market value of shares held by non-affiliates
would be $24.24. 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 26, 2003**Common 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.

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.

On July 1, 2002, the Company effected a reverse acquisition with Trapper's Pizza, Inc., a Utah corporation. Trapper's Pizza,
LLC was organized as a Limited Liability Company on February 24, 2002 in the State of Utah. On July 1, 2002 Trapper's
Pizza, LLC filed articles of conversion with the State of Utah, which dissolved the LLC and organized the corporation.

On February 18, 2003, the Company filed a lawsuit in the Third District Court in Salt Lake City, Utah, against Trapper's
Pizza, Inc., and its sole officer and director, Trabert S. Turner, to rescind the acquisition with Trapper's Pizza, Inc., to be
effective December 31, 2002, based upon materially inaccurate disclosures made prior to the acquisition during the
Company's due diligence.  On March 4, 2003, Trapper's Pizza, Inc. and Trabert S. Turner entered into a Stipulation with the
Company, agreeing to a rescission of the acquisition agreement.  A stipulated Order and Judgment has been prepared and
delivered for signature and entry by the Third District Court, to formally rescind the acquisition as of December 31, 2002,
but as of March 31, 2003, the Court had not signed the Order and Judgment.  Entry of the Order and Judgment will return
the Company back to the status it was immediately prior to the reverse acquisition of Trapper's Pizza, Inc.

As a result of the foregoing, currently 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.**

On February 18, 2003, the Company filed a lawsuit in the Third District Court in Salt Lake City, Utah, against Trapper's
Pizza, Inc., and its sole officer and director, Trabert S. Turner, to rescind the acquisition with Trapper's Pizza, Inc., to be
effective December 31, 2002, based upon materially inaccurate disclosures made prior to the acquisition during the
Company's due diligence.  On March 4, 2003, Trapper's Pizza, Inc. and Trabert S. Turner entered into a Stipulation with the
Company, agreeing to a rescission of the acquisition agreement.  A stipulated Order and Judgment has been prepared and
delivered for signature and entry by the Third District Court, to formally rescind the acquisition as of December 31, 2002,
but as of March 31, 2003, the Court had not signed the Order and Judgment.  Entry of the Order and Judgment will return
the Company back to the status it was immediately prior to the reverse acquisition of Trapper's Pizza, Inc.

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**.

None.

**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 26, 2002, of $0.0001  per share, the market value of shares held by non-affiliates
would be $24.24. 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
0.001June 2001
0.001
0.001September 2001
0.001
0.0001December 2001
0.001
0.0001March 2002
0.05
0.001June 2002
0.01
0.0001September 2002
0.01
0.0001December 2002
0.01
0.0001**HOLDERS**

The number of record holders of the Company's  common stock as of March 26, 2002, was 875; 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 annual 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, 2002,
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, 2002 through December 31, 2002, 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, 2002 AND DECEMBER 31, 2001**

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, 2002 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, 65
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 Owned****Name and Address**
**# of Shares**
**% of Class**Elwood Shepard
507,000
67.65%**SECURITY OWNERSHIP OF MANAGEMENT**

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

Number and Percentage of Shares Beneficially 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**

The Company issued 3,000,000 shares of common stock for all of the outstanding shares of Trapper's Pizza, Inc. pursuant
to the Agreement and Plan of Reorganization dated June 30, 2002. The issuance of the common stock resulted in a change
of control of the Company. The sole officer/director of the Company prior to the reverse acquisition will continue to
provide services after the reverse acquisition in the same capacity.

On February 18, 2003, the Company filed a lawsuit in the Third District Court in Salt Lake City, Utah, against Trapper's
Pizza, Inc., and its sole officer and director, Trabert S. Turner, to rescind the acquisition with Trapper's Pizza, Inc., to be
effective December 31, 2002, based upon materially inaccurate disclosures made prior to the acquisition during the
Company's due diligence.  On March 4, 2003, Trapper's Pizza, Inc. and Trabert S. Turner entered into a Stipulation with the
Company, agreeing to a rescission of the acquisition agreement.  A stipulated Order and Judgment has been prepared and
delivered for signature and entry by the Third District Court, to formally rescind the acquisition as of December 31, 2002,
but as of March 31, 2003, the Court had not signed the Order and Judgment.  Entry of the Order and Judgment will return
the Company back to the status it was immediately prior to the reverse acquisition of Trapper's Pizza, Inc.   Accordingly,
the Company cancelled the 3,000,000 shares of common stock issued in conjunction with the reverse acquisition.

**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 $2,986 during the year ended December 31, 2002 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**

A Form 8-K was filed on June 30, 2002 reflecting the acquisition of Trapper's Pizza, Inc. including the shares issued and
change in control as noted in Items 4 and 11 above.

No other reports have been filed on Form 8-K.

**ITEM 14. CONTROLS AND PROCEDURES**

Elwood Shepard (the Company's principal executive officer and principal financial and accounting officer) has concluded,
based on his evaluation as of a date within 90 days prior to the date of the filing of this report, that the Company's
disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports filed or
submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and include controls and procedures designed to ensure that
information required to be disclosed in such reports is accumulated and communicated to the Company's management as
appropriate to allow timely decisions regarding required disclosure.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these
controls subsequent to the date of such evaluation.

**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: April 3, 2003         By: /s/ Elwood Shepard

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: April 3, 2003         By: /s/ Elwood Shepard

Elwood Shepard, Director

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO**

**SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

In connection with the filing of this Form 10-KSB as filed with the  Securities and Exchange  Commission on the date
hereof (the "Report"),  the undersigned certifies, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of
the Sarbanes-Oxley Act of 2002, that to the best knowledge of the undersigned:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material respects, the financial condition and result of
operations of the Company.

Date: April 3, 2003                                          By: /s/ Elwood Shepard

Elwood Shepard , Chief Executive Officer, Chief Financial Officer

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002**

I, Elwood Shepard, certify that:

1. I have reviewed this annual report on Form 10-KSB of Heavenly Hot Dogs, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

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

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

6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 3, 2003                                          By: /s/ Elwood Shepard

Elwood Shepard, Chief Executive Officer, Chief Financial Officer

________________________________________________________________________________________________



**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**FINANCIAL STATEMENTS**

**DECEMBER 31, 2002**

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**CONTENTS****PAGE**Independent Auditors' Report
1Balance Sheet, December 31, 2002
2Statements of Operations, for the years ended December 31,
2002 and 2001 and from the re-entering of development
stage on January 1, 1991 through December 31, 2002
3Statement of Stockholders' (Deficit), from the re-entering of
development stage on January 1, 1991 through December
31, 2002
4 - 5Statements of Cash Flows, for the years ended December 31,
2002 and 2001 and from the re-entering of development
stage on January 1, 1991 through December 31, 2002
6 - 7Notes to Financial Statements
8 - 12INDEPENDENT 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, 2002, and the related statements of operations, stockholders' (deficit) and cash flows for the years ended December 31,
2002 and 2001 and for the period from the re-entering of development stage on January 1, 1991 through December 31,
2002.  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 audit in accordance with generally accepted auditing standards in the United States of America.  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 audit
provide a reasonable basis for our opinion.

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, 2002 and the results of its operations and its
cash flows for the years ended December 31, 2002 and 2001 and for the period from the re-entering of development stage
on January 1, 1991 through December 31, 2002, in conformity with generally accepted accounting principles in the United
States of America.

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.**

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

March 5, 2003

Salt Lake City, Utah

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**BALANCE SHEET****ASSETS****December 31,****2002**______________**CURRENT ASSETS:**Current Assets
$       -______________Total Current Assets
-______________$       -_______________**LIABILITIES AND STOCKHOLDERS' (DEFICIT)****CURRENT LIABILITIES:**Accounts payable
$4,185Accounts payable - related party
13,232______________Total Current Liabilities
17,417______________**STOCKHOLDERS' (DEFICIT):**Common stock, $.001 par value, 750,000,000 shares
authorized, 749,350 shares issued and outstanding
749Capital in excess of par value
2,207,466Retained (deficit)
(2,166,215)Deficit accumulated during the development stage
(59,417)______________Total Stockholders' (Deficit)
(17,417)______________$       -_______________The accompanying notes are an integral part of this financial statement.

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**STATEMENTS OF OPERATIONS****For the Years Ended December 31,**
**Cumulative from the
Re-entering of Development
Stage on January 1, 1991
through December 31,****2002**
**2001**
**2002****REVENUE:**
$ -
$ -
$ -________
________
________**EXPENSES:**General and administrative
5,271
13,146
59,417________
________
_________Total Expenses
5,271
13,146
59,417________
________
_________**LOSS FROM
OPERATIONS**
(5,271)
(13,146)
(59,417)**CURRENT INCOME
TAXES**
-
-
-**DEFERRED INCOME
TAX**
-
-
-________
________
_________**NET LOSS**
$ (5,271)
$ (13,146)
$ (59,417)_________
_________
__________**LOSS PER SHARE**
$ (.01)
$ (.09)
$ (.41)_________
_________
__________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, 2002****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, 2002**

**[CONTINUED]****Common Stock**
**Capital in
Excess of Par
Value**
**Retained
Deficit**
**DeficitAccumulated
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
27,563Common
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)
-
-Net loss for
year ended
December 31,
2002
-
-
-
-
(5,271)
-
-_________
_________
_________
_________
_________
________
______**BALANCE,**December 31,
2002
749,350
$ 749
$ 2,207,466
$ (2,166,215)
$ (59,417)
-
$-__________
_________
__________
__________
__________
________
_______The accompanying notes are an integral part of this financial statement.

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**STATEMENTS OF CASH FLOWS****For the Years Ended December 31,**
**Cumulative from** **the
Re-entering of** **Development
Stage** **on January 1, 1991
through December 31,****2002**
**2001**
**2002****Cash Flows From
Operating Activities:**Net loss
$(5,271)
$(13,146)
$(59,417)Adjustments to reconcile net
loss to net cash used by
operating activities:Non-cash expense
-
5,000
42,000Changes in assets and
liabilities:Increase in accounts payable
2,285
(100)
4,185Increase in accounts payable -
related party
2,986
8,246
13,232_______
________
_______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 Years Ended December 31,**
**Cumulative from** **the
Re-entering of Development
Stage on January 1, 1991
through December 31,****2002**
**2001**
**2002**Supplemental Disclosures of
Cash Flow Information:Cash paid during the period
for:Interest
$ -
$ -
$ -Income taxes
$ -
$ -
$ -**Supplemental Schedule of Noncash Investing and Financing Activities:**

For 2002:

The Company effected  reverse acquisition on July 1, 2002 with Trapper's Pizza. Inc. The Company issued 3,000,000
shares of common stock in exchange for all the assets and liabilities of Trapper's Pizza, Inc. Subsequent to December 31,
2002, the Company rescinded the agreement with Trapper's Pizza, Inc. and cancelled the previously issued 3,000,000
shares of common stock. The financial statements have been adjusted to reflect the rescission of the agreement and have
excluded all transactions involving Trapper's Pizza, Inc.

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.

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. ("PARENT") 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 had been inactive since that time until its acquisition of Trapper's Pizza, Inc.
("SUBSIDIARY") on July 1, 2002. The Company has subsequently rescinded the acquisition of Trapper's Pizza, Inc. The
Company currently has no ongoing operations. The Company is considered to be a development stage company as defined
by Statement of Financial Accounting Standards No 7.

On July 1, 2002, Parent entered into an acquisition agreement with Subsidiary. For consolidated financial statement
presentation purposes, this transaction had been accounted for as a reverse acquisition. The Company issued 3,000,000
shares of common stock for all of the outstanding shares of Subsidiary. Subsequent to December 31, 2002, the Company
and Trapper's Pizza, Inc. agreed to rescind the acquisition agreement. The Company received and cancelled the previously
issued 3,000,000 shares of common stock and have excluded all transactions involving Trapper's Pizza, Inc. from these
financial statements. [See Note 8]

**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.

**Restated financial statements - rescinded merger**- For the quarter ended September 30, 2002, the Company reported on
a consolidated basis. The Company rescinded the merger agreement with Trapper's Pizza, Inc. subsequent to December 31,
2002. The Company has restated its statements of operations and statements of cash flows for the year ended December 31,
2002 to reflect the rescission.

**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.

**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].

**Income Taxes** - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes." This statement requires an asset and liability approach for accounting for income
taxes. [See Note 2]

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**Accounting Estimates** - The preparation of financial statements in conformity with generally accepted accounting
principles in the United States of America require 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", SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections",
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", SFAS No. 147, "Acquisitions of
Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9", and
SFAS No. 148, "Accounting for Stock -Based Compensation - Transition and Disclosure - an Amendment of FASB
Statement No. 123", were recently issued.  SFAS No. 141, 142, 143, 144, 145, 146, 147 and 148 have no current
applicability to the Company or their effect on the financial statements would not have been significant.

**Changes in Control -**On July 1, 2002, the Company issued 3,000,000 shares of common stock for the acquisition of
Trapper's Pizza, Inc. The issuance resulted in a change of control of the Company. Subsequent to December 31, 2002, the
acquisition agreement was rescinded and the previously issued 3,000,000 shares of common stock were returned and
cancelled.

During the year ended December 31, 2001, the Company issued 500,000 shares of common stock to its sole officer and
director for services rendered valued at $5,000. This issuance resulted in a change in control of the Company.

**Stock Based Compensation** - The Company accounts for its stock based compensation in accordance with Statement of
Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation". This statement establishes an
accounting method based on the fair value of equity instruments awarded to employees as compensation. However,
companies are permitted to continue applying previous accounting standards in the determination of net income with
disclosure in the notes to the financial statements of the differences between previous accounting measurements and those
formulated by the new accounting standard. The Company has adopted the disclosure only provisions of SFAS No. 123,
accordingly, the Company has elected to determine net income using previous accounting standards. Stock issued to
non-employees is valued on the fair value of the services received or the fair value of the stock given up. For the year ended
December 31, 2002 and 2001, the Company issued common stock valued at $0 and $5,000, respectively as compensation.

**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, 2002, unused operating loss carryforwards of approximately $15,000, 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 $2,300) at December 31, 2002 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 $800 and $1,500 for 2002 and 2001, respectively).

**NOTE 3 - RELATED PARTY TRANSACTIONS**

**Management Compensation -**The Company paid $0 and $5,000 compensation to its officers and directors during the
years ended December 31, 2002 and 2001, 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 $2,986 for expenses on behalf of the Company
during the year ended December 31, 2002. At December 31, 2002, the Company owed $13,232 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**

**Common stock -**The Company has authorized 750,000,000 shares of common stock, $.001 par value. At December 31,
2002, the Company had 749,350 shares issued and outstanding.

**Stock transactions -**In July 2002, the Company issued 3,000,000 shares of common stock as part of an acquisition
agreement with Trapper's Pizza, Inc. Subsequent to December 31, 2002, the agreement was rescinded and the 3,000,000
shares of common stock were returned and cancelled. [See Note 8]

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 $.01 per share.

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.

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.

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.

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO FINANCIAL STATEMENTS**

**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, 2002 and 2001 and for the
period from the re-entering of development stage on January 1, 1991 through December 31, 2002:**For the Years Ended December 31,**
**Cumulative from** **the
Re-entering of** **Development
Stage on January 1, 1991
through December 31,****2002**
**2001**
**2002**(Loss) from continuing
operations  available to
common stockholders
(numerator)
$(5,271)
$(13,146)
$(59,417)__________
___________
________Weighted average number of
common shares outstanding
used in earnings per share
during the period
(denominator)
749,350
151,044
145,169__________
___________
________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 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.

**NOTE 8 - SUBSEQUENT EVENTS**

Subsequent to December 31, 2002, the Company rescinded the acquisition agreement with Trapper's Pizza, Inc. due to
non-performance by Trapper's Pizza, Inc. The 3,000,000 shares of common stock previously issued to Trapper's Pizza, Inc.
were returned and cancelled.**