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, 2004



(  ) 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                        (I.R.S. Employer I.D. No.)

of incorporation or organization)



7069 S. Highland Dr., Suite 300

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:  None



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 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.  [ x  ]



State Issuer's revenues for its most recent fiscal year: December 31, 2004  $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:



1







As of March 24, 2005, 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 24, 2005, 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 24, 2005
|------------------- | --------------------------------
|Common Stock, $.001 | 749,350                         
|Preferred Stock     | (None authorized)               



DOCUMENTS INCORPORATED BY REFERENCE



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



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



FORWARD-LOOKING INFORMATION



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



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



2







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 shares of common stock at $.25 per share, and three B warrants to purchase three shares of common stock at $.05 per share. The A warrants had an expiration 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.



3







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 was prepared and delivered for signature and entry by the Third District Court, to formally rescind the acquisition as of December 31, 2002. The Court signed the Order and Judgment on March 4, 2003.  Entry of the Order and Judgment returned 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





4







ITEM 2.  DESCRIPTION OF PROPERTY.



The Company has not had to rent office space. Our Transfer Agent, Action Stock Transfer, is allowing the Company to use its address as the Companys mailing address, as needed at no cost to the Company.



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.



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 the price quoted on Yahoo! Finance as of March 24, 2005, 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 2003 and 2004.

|Quarter Ended | High Bid | Low Bid
|------------- | -------- | -------
|2003          |          |        
|March         | 0.01     | 0.0001 
|June          | 0.01     | 0.0001 
|September     | 0.01     | 0.0001 
|December      | 0.0001   | 0.0001 
|2004          |          |        
|March         | 0.0001   | 0.0001 
|June          | 0.0001   | 0.0001 
|September     | 0.0001   | 0.0001 
|December      | 0.01     | 0.0001 



5







HOLDERS



The number of record holders of the Company's  common stock as of March 24, 2005, was 889; 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s current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.  To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct and included it as an exhibit to our 2003 10-KSB filed March 30, 2004.



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.





6







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, 2004, reflects total assets of $0. The Company has no cash or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected.  The Company will carry out its 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, 2004 through December 31, 2004, 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 YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003



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





7







ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE.



The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures of financial disclosure.



ITEM 8A.  CONTROLS AND PROCEDURES



(a)  Evaluation of Disclosure Controls and Procedures.  The Company's management, with the participation of the chief executive officer/chief financial officer, carried out an evaluation of the effectiveness of the Company's "disclosure, controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of the end of the period covered by this annual report (the "Evaluation Date").  Based upon that evaluation, the chief executive officer/chief financial officer concluded that, as of the Evaluation Date, the Company's disclosure, controls and procedures are effective, providing them with material information relating to the Company as required to be disclosed in the reports the Company files or submits under the Exchange Act on a timely basis.



(b)  Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer/chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.



Item 8B. Other Information



There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the fourth quarter, 2004 has been disclosed.



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, 2004 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, 67 | Sole Officer and Director                                                                                                                                                                                                                                                                  
|                   | For the past five years, Mr. Shepard is the General Contractor and President of Designer Construction, Inc. Designer Construction specializes in residential and commercial remodeling. He has extensive experience in the construction field and in day-to-day management of corporations.





8







TERM OF OFFICE



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



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.



FINANCIAL EXPERT



The Company has no audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has not audit committee and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.



ITEM 10.  EXECUTIVE COMPENSATION.



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.





9







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     | 67.66%    



SECURITY OWNERSHIP OF MANAGEMENT



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



Number and Percentage of Shares Beneficially Owned





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





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



TRANSACTIONS WITH MANAGEMENT AND OTHERS



The Company has not had to rent office space. Our Transfer Agent, Action Stock Transfer, is allowing the Company to use their address as the Companys mailing address, as needed at no cost to the Company.



CERTAIN BUSINESS RELATIONSHIPS



The Company received advances of $7,722 in 2004 and $3,995 in 2003.  A total of $24,949 is now owed by the Company for advances.  These funds are due and payable upon demand and have no stated interest rate.



INDEBTEDNESS OF MANAGEMENT





None; not applicable





10







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



(a)  Exhibits



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



Exhibit No.

SEC Ref. No.

Title of Document

Location



1

(14.1)

Code of Ethics

*



2

(31.1)

Certification of the Principal Executive Officer/

Principal Financial Officer pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Attached



3

(32.1)

Certification of the Principal Executive Officer/

Principal Financial Officer pursuant to U.S.C.

Section 1350 as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002**

Attached



(b)  Reports on Form 8-K



None



*

Incorporated by reference. Filed as exhibit to 2003 10-KSB filed March 30, 2004

**

The Exhibit attached to this Form 10-KSB shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



Audit Fee



The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of Heavenly Hot Dogs, Inc.s annual financial statement and review of financial statements included in Heavenly Hot Dogs, Inc.s 10-QSB reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $3,210 for fiscal year ended 2003 and $2,500 for fiscal year ended 2004.



Audit-Related Fees



The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Heavenly Hot Dogs, Inc.s financial statements that are not reported above were $ 0 for fiscal year ended 2003 and $ 0 for fiscal year ended 2004.



11







Tax Fees



The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $ 0 for fiscal year ended 2003 and $ 0 for fiscal year ended 2004.



All Other Fees



The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $ 0 for fiscal year ended 2003 and $ 0 for fiscal year ended 2004.



We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee.  Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.  We do not rely on pre-approval policies and procedures.



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 31, 2005

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: March 31, 2005

By: /s/ Elwood Shepard



Elwood Shepard, Director



12

































HEAVENLY HOT DOGS, INC.

[A Development Stage Company]



FINANCIAL STATEMENTS



DECEMBER 31, 2004















13







HEAVENLY HOT DOGS, INC.

[A Development Stage Company]









CONTENTS



|                                                                                                                                                                    | PAGE 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----
|                                                                                                                                                                    |      
|Report of Independent Registered Public Accounting Firm                                                                                                             | 15   
|Balance Sheet, December 31, 2004                                                                                                                                    | 16   
|Statements of Operations, for the years ended December 31, 2004 and 2003 and from the re-entering of development stage on January 1, 1991 through December 31, 2004 | 17   
|Statement of Stockholders= Equity (Deficit), from the re-entering of development stage on January 1, 1991 through December 31, 2004                                 | 18-20
|Statements of Cash Flows, for the years ended December 31, 2004 and 2003 and from the re-entering of development stage on January 1, 1991 through December 31, 2004 | 21-22
|Notes to Financial Statements                                                                                                                                       | 23-26











14









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







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] as of December 31, 2004 and the related statements of operations, stockholders' equity (deficit) and cash flows for the years ended December 31, 2004 and 2003 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2004.  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 the standards of the Public Company Accounting Oversight Board (United States).  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 provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Heavenly Hot Dogs, Inc. [a development stage company] as of December 31, 2004 and the results of its operations and its cash flows for the years ended December 31, 2004 and 2003 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2004, in conformity with accounting principles generally accepted 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 and has incurred losses since re-entering into a new development stage on January 1, 1991.  Further, the Company has no working capital to pay its expenses and has current liabilities in excess of current assets.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Management's plans in regards to these matters are also described in Note 4.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.



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





PRITCHETT, SILER & HARDY, P.C.





Salt Lake City, Utah

March 9, 2005



15







HEAVENLY HOT DOGS, INC.

[A Development Stage Company]



BALANCE SHEET



|ASSETS                                                                                              |                  
|--------------------------------------------------------------------------------------------------- | -----------------
|                                                                                                    | December 31,     
|                                                                                                    | 2004             
|CURRENT ASSETS:                                                                                     |                  
|Cash                                                                                                | $               -
|Total Current Assets                                                                                | -                
|                                                                                                    | $               -
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                      |                  
|                                                                                                    |                  
|CURRENT LIABILITIES:                                                                                |                  
|Accounts payable                                                                                    | $       2,600    
|Advances payable                                                                                    | 24,949           
|Total Current Liabilities                                                                           | 27,549           
|STOCKHOLDERS' EQUITY (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                                                    | (69,549)         
|Total Stockholders' Equity (Deficit)                                                                | (27,549)         
|                                                                                                    | $               -



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





16







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,
|-------------------------- | -------------------------------- | --------------------------------------------------------------------------------------------
|                           | 2004                             | 2003                                                                                        
|REVENUE:                   | $            -                   | $            -                                                                              
|                           | ________                         | ________                                                                                    
|EXPENSES:                  |                                  |                                                                                             
|General and administrative | 5,422                            | 4,710                                                                                       
|                           | ________                         | ________                                                                                    
|Total Expenses             | 5,422                            | 4,710                                                                                       
|                           | ________                         | ________                                                                                    
|LOSS FROM OPERATIONS       | (5,422)                          | (4,710)                                                                                     
|                           |                                  |                                                                                             
|CURRENT INCOME TAXES       | -                                | -                                                                                           
|                           |                                  |                                                                                             
|DEFERRED INCOME TAX        | -                                | -                                                                                           
|                           | ________                         | ________                                                                                    
|NET LOSS                   | $   (5,422)                      | $   ( 4,710)                                                                                
|                           | _________                        | _________                                                                                   
|LOSS PER SHARE             | $       (.01)                    | $        (.01)                                                                              
|                           | _________                        | _________                                                                                   



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





17







HEAVENLY HOT DOGS, INC.

[A Development Stage Company]



STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2004

|                                                | Common Stock | Capital in Excess of Par Value | Retained Deficit | Deficit Accumulated During the Development Stage | Treasury Stock
|----------------------------------------------- | ------------ | ------------------------------ | ---------------- | ------------------------------------------------ | --------------
|                                                | Shares       | Amount                         |                  |                                                  |               
|BALANCE,January 1, 1991                         | 37,933       | $        38                    | $ 2,193,740      | $ (2,166,215)                                    | $           - 
|Net loss for the period ended December 31, 1991 | -            | -                              | -                | -                                                | -             
|BALANCE,December 31, 1991                       | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Net loss for the year ended December 31, 1992   | -            | -                              | -                | -                                                | -             
|BALANCE,December 31, 1992                       | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Net loss for the year ended December 31, 1993   | -            | -                              | -                | -                                                | -             
|BALANCE,December 31, 1993                       | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Net loss for the year ended December 31, 1994   | -            | -                              | -                | -                                                | -             
|BALANCE,December 31, 1994                       | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Net loss for the year ended December 31, 1995   | -            | -                              | -                | -                                                | -             
|BALANCE,December 31, 1995                       | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Net loss for the year ended December 31, 1996   | -            | -                              | -                | -                                                | -             
|BALANCE,December 31, 1996                       | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Net loss for the year ended December 31, 1997   | -            | -                              | -                | -                                                | -             

[Continued]



18







HEAVENLY HOT DOGS, INC.

[A Development Stage Company]



STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2004

[CONTINUED]



|                                                                                              | Common Stock | Capital in Excess of Par Value | Retained Deficit | Deficit
Accumulated During the Development Stage | Treasury Stock
|--------------------------------------------------------------------------------------------- | ------------ | ------------------------------ | ---------------- | ------------------------------------------------ | --------------
|                                                                                              | Shares       | Amount                         |                  |                                                  |               
|                                                                                              |              |                                |                  |                                                  |               
|BALANCE,December 31, 1997                                                                     | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Net loss for the year ended December 31, 1998                                                 | -            | -                              | -                | -                                                | -             
|BALANCE,December 31, 1998                                                                     | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Net loss for the year ended December 31, 1999                                                 | -            | -                              | -                | -                                                | -             
|BALANCE,December 31, 1999                                                                     | 37,933       | 38                             | 2,193,740        | (2,166,215)                                      | -             
|Common stock  issued for services rendered valued at $30,000 or $1.00 per share, April 2000   | 30,000       | 30                             | 29,970           | -                                                | -             
|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 the year ended   December 31, 2000                                               | -            | -                              | -                | -                                                | (41,000)      
|BALANCE, December 31, 2000                                                                    | 74,933       | 75                             | 2,230,703        | (2,166,215)                                      | (41,000)      
|Common stock issued as part of reverse stock split, March 2001                                | 175,992      | 176                            | (176)            | -                                                | -             
|                                                                                              |              |                                |                  |                                                  |               

[Continued]







19







HEAVENLY HOT DOGS, INC.

[A Development Stage Company]



STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2004

[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   $5,000, or  $.01 per share,  March 2001 | 500,000      | 500                            | 4,500            | -                                                | -              | -      | -            
|Cancellation of treasury stock, August 2001                                                    | (1,575)      | (2)                            | (27,561)         | -                                                | -              | 1,575  | 27,563       
|Net loss for the 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 the year ended  December 31, 2002                                                 | -            | -                              | -                | -                                                | (5,271)        | -      | -            
|BALANCE, December 31, 2002                                                                     | 749,350      | 749                            | 2,207,466        | (2,166,215)                                      | (59,417)       | -      | -            
|Net loss for the year ended  December 31, 2003                                                 | -            | -                              | -                | -                                                | (4,710)        | -      | -            
|BALANCE, December 31, 2003                                                                     | 749,350      | 749                            | 2,207,466        | (2,166,215)                                      | (64,127)       | -      | -            
|Net loss for the year ended  December 31, 2004                                                 | -            | -                              | -                | -                                                | (5,422)        | -      | -            
|BALANCE, December 31, 2004                                                                     | 749,350      | $         749                  | $ 2,207,466      | $ (2,166,215)                                    | $   (69,549)   | -      | $           -





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







20







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,
|--------------------------------------------------------------------------- | -------------------------------- | --------------------------------------------------------------------------------------------
|                                                                            | 2004                             | 2003                                                                                        
|Cash Flows From Operating Activities:                                       |                                  |                                                                                             
|Net loss                                                                    | $    (5,422)                     | $    (4,710)                                                                                
|Adjustments to reconcile net loss to net cash used by operating activities: |                                  |                                                                                             
|Non-cash expense                                                            | -                                | -                                                                                           
|Changes in assets and liabilities:                                          |                                  |                                                                                             
|Increase (decease) in accounts payable                                      | (2,300)                          | 715                                                                                         
|Net Cash (Used) by Operating Activities                                     | ( 7,722)                         | (3,995)                                                                                     
|                                                                            |                                  |                                                                                             
|Cash Flows From Investing Activities                                        | -                                | -                                                                                           
|Net Cash (Used) by Investing Activities                                     | -                                | -                                                                                           
|                                                                            |                                  |                                                                                             
|Cash Flows From Financing Activities:                                       |                                  |                                                                                             
|Advances                                                                    | 7,722                            | 3,995                                                                                       
|Net Cash Provided by Financing Activities                                   | 7,722                            | 3,995                                                                                       
|                                                                            |                                  |                                                                                             
|Net Increase in Cash                                                        | -                                | -                                                                                           
|Cash at Beginning of the Year                                               | -                                | -                                                                                           
|Cash at End of the Year                                                     | $            -                   | $            -                                                                              



[Continued]









21







HEAVENLY HOT DOGS, INC.

[A Development Stage Company]



STATEMENTS OF CASH FLOWS

[Continued]



|                                                   | For the Years Ended December 31, | Cumulative from
the Re-entering of Development Stage on January 1, 1991 through December 31,
|-------------------------------------------------- | -------------------------------- | --------------------------------------------------------------------------------------------
|                                                   | 2004                             | 2003                                                                                        
|Supplemental Disclosures of Cash Flow Information: |                                  |                                                                                             
|                                                   |                                  |                                                                                             
|Cash paid during the period for:                   |                                  |                                                                                             
|Interest                                           | $         -                      | $         -                                                                                 
|Income taxes                                       | $         -                      | $         -                                                                                 





Supplemental Schedule of Noncash Investing and Financing Activities:



For 2004:

None.



For 2003:

None.







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









22







HEAVENLY HOT DOGS, INC.

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization  Heavenly Hot Dogs, Inc. (the Company) was organized under the laws of the State of Delaware on April 2, 1987.  In June 2000, the Company changed its domicile from Delaware to Nevada.  The Company attempted to sell franchises for the retail sale of its Chicago style hot dogs. The Company discontinued these operations during 1990 and had been inactive since that time until its acquisition of Trappers Pizza, Inc. on July 1, 2002. In March 2003, the Company rescinded the acquisition of Trappers Pizza, Inc. The Company currently has no ongoing operations and is considered to be a development stage company as defined by Statement of Financial Accounting Standards No 7.



Restatement / Rescinded Acquisition - On July 1, 2002, the Company entered into an acquisition agreement with Trappers Pizza, Inc. The Company issued 3,000,000 shares of common stock for all of the outstanding shares of Trappers Pizza, Inc. In March 2003, 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 has excluded all transactions involving Trappers Pizza, Inc. from these financial statements.



Cash and Cash Equivalents -The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.



Income Taxes The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes [See Note 2].



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].



Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires 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. 151, Inventory Costs  an amendment of ARB No. 43, Chapter 4, SFAS No. 152, Accounting for Real Estate Time-Sharing Transactions  an amendment of FASB Statements No. 66 and 67, SFAS No. 153, Exchanges of Nonmonetary Assets  an amendment of APB Opinion No. 29, and SFAS No. 123 (revised 2004), Share-Based Payment, were recently issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current applicability to the Company or their effect on the financial statements would not have been significant.



Reclassification The financial statements for periods prior to December 31, 2004 have been reclassified to conform to the headings and classifications used in the December 31, 2004 financial statements.



Restatement In March 2001, the Company effected a 1 for 10,000 reverse stock split. The financial statements have been restated, for all the periods presented, to reflect the stock split [See Note 5]







23







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 Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.



The Company has available at December 31, 2004, unused operating loss carryforwards of approximately $25,000, which may be applied against future taxable income and which expire in various years through 2024. 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 $3,800 and $3,000, respectively) at December 31, 2004 and 2003 and, therefore, no deferred tax asset has been recognized for the loss carryforwards.  The change in the valuation allowance is approximately $800 for the year ended December 31, 2004.



NOTE 3 - RELATED PARTY TRANSACTIONS



Management Compensation The Company did not pay any compensation to its officers and directors during the years ended December 31, 2004 and 2003.



Office Space - The Company has not had to rent office space. Our Transfer Agent, Action Stock Transfer, is allowing the Company to use their address as the Companys mailing address, as needed at no cost to the Company.



Accounts Payable The Company received advances of $7,722 in 2004 and $3,995 in 2003.  A total of $24,949 was owed at December 31, 2004 by the Company for advances.  These funds are due and payable upon demand and have no stated interest rate.



NOTE 4  GOING CONCERN



The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has no on-going operations and has incurred losses since re-entering into a new development stage on January 1, 1991.  Further, the Company has no working capital to pay its expenses and has current liabilities in excess of current assets.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of its common stock or through a possible business combination with another company.  There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.





24







HEAVENLY HOT DOGS, INC.

[A Development Stage Company]



NOTES TO FINANCIAL STATEMENTS



NOTE 5  CAPITAL STOCK



Common stock The Company has authorized 750,000,000 shares of common stock, $.001 par value. At December 31, 2004, the Company had 749,350 shares issued and outstanding.



In August 2001, the Company cancelled 1,575 shares of common stock which had been previously repurchased for $27,563, or $17.50 per share.



During March 2001, the Company issued 500,000 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 affected a 10,000 for 1 reverse stock split. Any shareholder with less than 100 shares of pre-split common stock was not affected. For shareholders with less than 100 post-split shares, the Company issued 175,992 shares of its previously authorized but unissued 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.



In June 2000, the Company issued 7,000 shares of its previously authorized but unissued common stock to an officer for services rendered, valued at $7,000, or $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.





NOTE 6  LOSS PER SHARE



The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the years ended December 31, 2004 and 2003 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2004:

|                                                                                                             | For the Year Ended December 31, | Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
|------------------------------------------------------------------------------------------------------------ | ------------------------------- | --------------------------------------------------------------------------------------------
|                                                                                                             | 2004                            | 2003                                                                                        
|Loss from continuing operations available to common stockholders (numerator)                                 | $     (5,422)                   | $    (4,710)                                                                                
|                                                                                                             | __________                      | ____________                                                                                
|Weighted average number of common shares outstanding  used in loss per share during the period (denominator) | 749,350                         | 749,350                                                                                     
|                                                                                                             | ___________                     | ____________                                                                                







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





25







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







26