**HEAVENLY HOT DOGS, INC.**

**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

**FORM 10-QSB**

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934                 For the quarterly period ended: March 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 number: **33-1773NY**

**HEAVENLY HOT DOGS, INC.**

(Exact name of registrant as specified in charter)

|**Nevada**                                                   | **13-3403584**            
|------------------------------------------------------------ | --------------------------
|State or other jurisdiction of incorporation or organization | (I.R.S. Employer I.D. No.)

**4685 S. Highland Dr., Suite 202, Salt Lake City, UT     84117**

(Address of principal executive offices)            (Zip Code)

Issuer's telephone number, including area code:  **801 274-1011**

Check whether the Issuer (1 ) filed all reports required to be filed by section 13 or 15 (d) of the Exchange Act during the
past 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 [  ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING
FIVE YEARS:

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

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date.

Class                                   Outstanding as of March 31, 2002

Common Stock, $0.001                                       749,350

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

Documents incorporated by reference: None

FORWARD-LOOKING INFORMATION

THIS FORM 10QSB 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 - FINANCIAL INFORMATION**

**ITEM 1.  FINANCIAL STATEMENTS**

The accompanying balance sheets of Heavenly Hot Dogs, Inc. (a development stage company) at March 31, 2002 and
December 31, 2001, and the statements of operations for the three month periods ended March 31, 2002 and 2001 and the
period from January 1, 1991 to March 31, 2002, and the cash flows for the three months ended March 31, 2002 and 2001,
and the period from January 1, 1991 to March 31, 2002, have been prepared by the Company's management and they
include all information and notes to the financial statements necessary for a complete presentation of the financial position,
results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the results of operations and financial position
have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended March 31, 2002 are not necessarily indicative of the results that can be expected for
the year ending December 31, 2002.

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**MARCH 31, 2002**

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**CONTENTS**

******
**PAGE**Unaudited Condensed Balance Sheets, March 31, 2002 and
December 31, 2001
2Unaudited Condensed Statements of Operations, for the
three months ended March 31, 2002, and 2001, and for the
period from the re-entering of development stage on January
1, 1991 through March 31, 2002
3Unaudited Condensed Statements of Cash Flows, for the
three months ended March 31, 2002, and 2001, and for the
period from the re-entering of development stage on January
1, 1991 through March 31, 2002
4Notes to Unaudited Condensed Financial Statements
5 - 8**

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**UNAUDITED CONDENSED BALANCE SHEETS**

|******ASSETS**                                                                                                  | **March 31,** | **December 31,**
|--------------------------------------------------------------------------------------------------------------- | ------------- | ----------------
|                                                                                                                | **2002**      | **2001**        
|                                                                                                                | ___________   | ___________     
|**CURRENT ASSETS:**                                                                                             |               |                 
|Current Assets                                                                                                  | $ -           | $ -             
|                                                                                                                | ___________   | ___________     
|Total Current Assets                                                                                            | -             | -               
|                                                                                                                | ___________   | ___________     
|                                                                                                                | $ -           | $ -             
|                                                                                                                | ___________   | ___________     
|**LIABILITIES AND STOCKHOLDERS' (DEFICIT)**                                                                     |               |                 
|**CURRENT LIABILITIES:**                                                                                        |               |                 
|Accounts payable                                                                                                | $ 2,400       | $ 1,900         
|Accounts payable - related party                                                                                | 10,746        | 10,246          
|                                                                                                                | ___________   | ___________     
|Total Current Liabilities                                                                                       | 13,146        | 12,146          
|                                                                                                                | ___________   | ___________     
|**STOCKHOLDERS' (DEFICIT):**                                                                                    |               |                 
|Common stock, 750,000,000 shares authorized, $.001 par
value, 749,350 and 749,350 shares issued and outstanding | 749           | 749             
|Capital in excess of par value                                                                                  | 2,207,466     | 2,207,466       
|Retained earnings (deficit)                                                                                     | (2,166,215)   | (2,166,215)     
|Deficit accumulated during development stage                                                                    | (55,146)      | (54,146)        
|                                                                                                                | ___________   | ___________     
|Total Stockholders' (Deficit)                                                                                   | (13,146)      | (12,146)        
|                                                                                                                | ___________   | ___________     
|****                                                                                                            | $ -           | $ -             
|                                                                                                                | ___________   | ___________     

Note: The Balance Sheet of December 31, 2001, was taken from the audited financial statements at that date and
condensed.

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**UNAUDITED CONDENSED STATEMENTS OF OPERATIONS**

|                                | **For the Three Months
Ended March 31,** | **For the Three Months
Ended March 31,** | **Cumulative from the
Re-entering of Development
Stage on January 1, 1991
through March 31,**
|------------------------------- | ---------------------------------------- | ---------------------------------------- | ---------------------------------------------------------------------------------------------
|                                | **2002**                                 | **2001**                                 | **2002**                                                                                     
|**REVENUE:**                    | $ -                                      | $ -                                      | $ -                                                                                          
|                                | ___________                              | ___________                              | ___________                                                                                  
|**EXPENSES:**                   |                                          |                                          |                                                                                              
|General and administrative      | 1,000                                    | 8,324                                    | 55,146                                                                                       
|                                | ___________                              | ___________                              | ___________                                                                                  
|Total Expenses                  | 1,000                                    | 8,324                                    | 55,146                                                                                       
|                                | ___________                              | ___________                              | ___________                                                                                  
|**LOSS FROM
OPERATIONS**   **** | (1,000)                                  | (8,324)                                  | (55,146)                                                                                     
|**CURRENT INCOME
TAXES**        | -                                        | -                                        | -                                                                                            
|**DEFERRED INCOME
TAXES**       | -                                        | -                                        | -                                                                                            
|                                | ___________                              | ___________                              | ___________                                                                                  
|**NET LOSS**                    | $ (1,000)                                | $ (8,324)                                | $ (55,146)                                                                                   
|                                | ___________                              | ___________                              | ___________                                                                                  
|**(LOSS) PER SHARE**            | $ (.00)                                  | $ (.09)                                  | $ (.53)                                                                                      
|                                | ___________                              | ___________                              | ___________                                                                                  

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS**



|                                                                            | **For the Three Months
Ended March 31,** | **For the Three Months
Ended March 31,** | **Cumulative from the
Re-entering of Development
Stage on January 1, 1991
through March 31,**
|--------------------------------------------------------------------------- | ---------------------------------------- | ---------------------------------------- | ---------------------------------------------------------------------------------------------
|                                                                            | **2002**                                 | **2001**                                 | **2002**                                                                                     
|**Cash Flows From
Operating Activities:**                                   |                                          |                                          |                                                                                              
|****Net loss                                                                | $ (1,000)                                | $ (8,324)                                | $ (55,146)                                                                                   
|Adjustments to reconcile net
loss to net cash used by
operating activities: |                                          |                                          |                                                                                              
|Non cash expense                                                            | -                                        | 5,000                                    | 42,000                                                                                       
|Changes in assets and
liabilities:                                          |                                          |                                          |                                                                                              
|Increase (decrease) in
accounts payable                                     | 500                                      | 2478                                     | 2,400                                                                                        
|Increase in accounts
payable - related party                                | 500                                      | 846                                      | 10,746                                                                                       
|                                                                            | ___________                              | ___________                              | ___________                                                                                  
|Net Cash (Used) by
Operating Activities                                     | -                                        | -                                        | -                                                                                            
|                                                                            | ___________                              | ___________                              | ___________                                                                                  
|**Cash Flows From Investing
Activities**                                    | -                                        | -                                        | -                                                                                            
|                                                                            | ___________                              | ___________                              | ___________                                                                                  
|Net Cash (Used) by
Investing Activities                                     | -                                        | -                                        | -                                                                                            
|                                                                            | ___________                              | ___________                              | ___________                                                                                  
|**Cash Flows From Financing
Activities**                                    | -                                        | -                                        | -                                                                                            
|                                                                            | ___________                              | ___________                              | ___________                                                                                  
|Net Cash (Used) by
Financing Activities                                     | -                                        | -                                        | -                                                                                            
|                                                                            | ___________                              | ___________                              | ___________                                                                                  
|**Net Increase in Cash**                                                    | -                                        | -                                        | -                                                                                            
|**Cash at Beginning of the
Period**                                         | -                                        | -                                        | -                                                                                            
|                                                                            | ___________                              | ___________                              | ___________                                                                                  
|**Cash at End of the Period**                                               | $ -                                      | $ -                                      | $ -                                                                                          
|                                                                            | ___________                              | ___________                              | ___________                                                                                  
|**Supplemental Disclosures of
Cash Flow Information:**                      |                                          |                                          |                                                                                              
|****Cash paid during the period
for:                                        |                                          |                                          |                                                                                              
|Interest                                                                    | $ -                                      | $ -                                      | $ -                                                                                          
|Income taxes                                                                | $ -                                      | $ -                                      | $ -                                                                                          

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

For the three months ended March 31, 2002:

None

For the three months ended March 31, 2001:

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

The Company issued 176,142 shares of common stock for rounding related to the 1-for-10,000 reverse split.



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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

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

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

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

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

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

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

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

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

**Condensed Financial Statements -**The accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at March 31, 2002 and 2001 and for the periods
then ended have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.  It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31,
2001 audited financial statements.  The results of operations for the periods ended March 31, 2002 are not necessarily
indicative of the operating results for the full year.

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO UNAUDITED CONDENSED 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 March 31, 2002, unused operating loss carryforwards of approximately $2,221,000, which
may be applied against future taxable income and which expire in various years through 2022.  However, if certain
substantial changes in the Company's ownership should occur, there could be an annual limitation on the amount of net
operating loss carryforward which can be utilized.  The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings
of the Company and other future events, the effects of which cannot be determined.  Because of the uncertainty
surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax
effect of the loss carryforwards (approximately $333,150) at March 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 $150 and $1,700 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
periods ended March 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 $500 towards accounts payable-trade on behalf of
the Company during the period ended March 31, 2002. At March 31, 2002, the Company owed $10,746 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 UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**NOTE 5 - STOCK TRANSACTIONS******

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

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 176,142 fractional shares of common stock bringing them to a
minimum of 100 shares.  The financial statements for all periods presented have been restated to reflect the stock split.

During March 2001 the Company issued 500,000 post-split shares of its previously authorized but unissued common stock
for services rendered, valued at $5,000, or $.01 per share.

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

The following data show the amounts used in computing income (loss) per share and the effect on income and the
weighted average number of shares of dilutive potential common stock for the periods ended March 31, 2002 and 2001 and
for the period from the re-entering of development stage on January 1, 1991 through March 31, 2002:



|                                                                                                                | **For the Period Ended
March 31,** | **For the Period Ended
March 31,** | **Cumulative from the
Re-entering of Development
Stage on January 1, 1991
through March 31,**
|--------------------------------------------------------------------------------------------------------------- | ---------------------------------- | ---------------------------------- | ---------------------------------------------------------------------------------------------
|                                                                                                                | **2002**                           | **2001**                           | **2002**                                                                                     
|(Loss) from continuing
operations available to
common stockholders
(numerator)                                  | $ (1,000)                          | $ (8,324)                          | $(55,146)                                                                                    
|                                                                                                                | ___________                        | ___________                        | ___________                                                                                  
|Weighted average number of
common shares outstanding
used in earnings per share
during the period
(denominator) | 749,500                            | 97,466                             | 104,713                                                                                      
|                                                                                                                | ___________                        | ___________                        | ___________                                                                                  

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.

**ITEM 2.  PLAN OF OPERATIONS**

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

Plan of Operation

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

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

Liquidity and Capital Resources

The Company remains in the development stage and has experienced no significant change in liquidity or capital resources
or stockholder's equity since re-entering the development stage. The Company's balance sheet as of March 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 March 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.

**Part II - Other Information**

**Item 1.   Legal Proceedings**

None; not applicable.

**Item 2.  Changes in Securities.**

None; not applicable

**Item 3.   Defaults Upon Senior Securities.**

None; not applicable.

**Item 4.   Submission of Matters to a Vote of Security Holders.**

None; not applicable

**Item 5.   Other Information.**

None; not applicable.

**Item 6.   Exhibits and Reports on Form 8-K.**

No other exhibits were filed on Form 8-K.

**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Heavenly Hot Dogs, Inc.

Date: May 9, 2001                      By: /s/ Elwood Shepard

Elwood Shepard, President