**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: September 30, 2001

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

For the transition period from           to

Commission File 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 September 30, 2001

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 September 30, 2001 and
December 31, 2000, and the statements of operations for the three and nine month periods ended September 30, 2001 and 2000
and the period from January 1, 1991 to September 30, 2001, and the cash flows for the nine months ended September 30, 2001
and 2000, and the period from January 1, 1991 to September 30, 2001, 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 September 30, 2001 are not necessarily indicative of the results that can be expected for
the year ending December 31, 2001.

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**SEPTEMBER 30, 2001**

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**CONTENTS********
PAGEUnaudited Condensed Balance Sheets, September 30, 2001
and December 31, 2000
2Unaudited Condensed Statements of Operations, for the three
and nine months ended September 30, 2001 and 2000, and for
the period from the re-entering of development stage on
January 1, 1991 through September 30, 2001
3Unaudited Condensed Statements of Cash Flows, for the nine
months ended September 30, 2001 and 2000 and for the period
from the re-entering of development stage on January 1, 1991
through September 30, 2001
4Notes to Unaudited Condensed Financial Statements
5 - 8**

|**HEAVENLY HOT DOGS, INC.**      
|---------------------------------
|**( Development Stage Company )**
|**CONDENSED BALANCE SHEETS**     

|**ASSETS**                                                                                                     
|---------------------------------------------------------------------------------------------------------------
|                                                                                                               
|                                                                                                               
|                                                                                                               
|**CURRENT ASSETS**                                                                                             
|Current Assets                                                                                                 
|                                                                                                               
|Total Current Assets                                                                                           
|                                                                                                               
|                                                                                                               
|                                                                                                               
|**LIABILITIES AND STOCKHOLDERS' (DEFICIT)**                                                                    
|**CURRENT LIABILITIES**                                                                                        
|Accounts payable                                                                                               
|Accounts payable - related party                                                                               
|                                                                                                               
|Total Current Liabilities                                                                                      
|                                                                                                               
|**STOCKHOLDERS' (DEFICIT)**                                                                                    
|Common stock                                                                                                   
|750,000,000 shares authorized, $.001 par
value, 749,350 and  74,933 shares issued
and outstanding, respectively
|Capital in excess of par value                                                                                 
|Retained earnings (deficit)                                                                                    
|Deficit accumulated during the
development stage                                                               
|                                                                                                               
|                                                                                                               
|Less treasury stock, 0 shares and 1,575
shares at cost, respectively                                           
|                                                                                                               
|Total Stockholders' (Deficit)                                                                                  
|                                                                                                               
|                                                                                                               
|                                                                                                               

Note: The Balance Sheet as of December 31, 2000, 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]**     
|**CONDENSED STATEMENTS OF OPERATIONS**

|                           | **Three Months
   Ended
September 30,
 2001** | **Three Months
  Ended September
30,        2000** | **Nine Months
Ended September
   30,  2001** | **Nine Months
Ended September
30,       2000** | **Cumulative from
the Re-entering of
Development Stage
on January 1, 1991
through September
30, 2001**
|-------------------------- | --------------------------------------------- | -------------------------------------------------- | -------------------------------------------- | ---------------------------------------------- | ------------------------------------------------------------------------------------------------------
|**REVENUE**                | $            -                                | $           -                                      | $         -                                  | $         -                                    | $           -                                                                                         
|                           | ----------                                    | ----------                                         | ---------                                    | ---------                                      | ---------                                                                                             
|Total Revenue              | -                                             | -                                                  | -                                            | -                                              | -                                                                                                     
|                           | ----------                                    | ----------                                         | ----------                                   | ----------                                     | ----------                                                                                            
|**EXPENSES:**              |                                               |                                                    |                                              |                                                |                                                                                                       
|General and
administrative | 3,568                                         | -                                                  | 12,546                                       | 37,000                                         | 53,546                                                                                                
|                           | ---------                                     | ----------                                         | --------                                     | ---------                                      | ---------                                                                                             
|Total Expenses             | 3,568                                         | -                                                  | 12,546                                       | 37,000                                         | 53,546                                                                                                
|                           | --------                                      | ---------                                          | --------                                     | ---------                                      | ---------                                                                                             
|**LOSS FROM
OPERATIONS**   | $ (3,568)                                     | -                                                  | $ (12,546)                                   | $ (37,000)                                     | $ (53,546)                                                                                            
|**CURRENT
INCOME TAXES**   | -                                             | -                                                  | -                                            | -                                              | -                                                                                                     
|**DEFERRED
INCOME TAXES**  | -                                             | -                                                  | -                                            | -                                              | -                                                                                                     
|                           | -------                                       | --------                                           | ---------                                    | --------                                       | ---------                                                                                             
|**NET LOSS**               | $(3,568)                                      | $        -                                         | $(12,546)                                    | $(37,000)                                      | $(53,546)                                                                                             
|                           | =====                                         | ======                                             | =====                                        | ======                                         | ======                                                                                                
|**LOSS PER
SHARE:**        | $   (.00)                                     | $    (0.00)                                        | $  (0.09)                                    | $   (0.63)                                     | $    (0.72)                                                                                           
|                           | =======                                       | ======                                             | =======                                      | =======                                        | ======                                                                                                

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

|**HEAVENLY HOT DOGS, INC.**           
|--------------------------------------
|**[A Development Stage Company]**     
|**CONDENSED STATEMENTS OF CASH FLOWS**

|                                                                            | **For the Nine Months Ended
September 30,
2001** | **For the Nine Months Ended
September 30,
2000** | **Cumulative from****the
Re-entering of** **Development
Stage on January 1, 1991
through September 30, 2001**
|--------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------ | -------------------------------------------------------------------------------------------------------------
|**Cash Flows From Operating
Activities:**                                   |                                                  |                                                  |                                                                                                              
|Net loss                                                                    | $ (12,546)                                       | $(37,000)                                        | $(53,546)                                                                                                    
|Adjustments to reconcile net
loss to net cash used by
operating activities: |                                                  |                                                  |                                                                                                              
|Non-cash stock issued for
services rendered                                 | 5,000                                            | 37,000                                           | 42,000                                                                                                       
|Changes in assets and
liabilities:                                          |                                                  |                                                  |                                                                                                              
|Increase (decrease) in accounts
payable                                     | (2,000)                                          | -                                                | -                                                                                                            
|Increase in accounts payable -
related party                                | 9,546                                            | -                                                | 11,546                                                                                                       
|                                                                            | --------                                         | --------                                         | --------                                                                                                     
|**Net Cash (Used) by
Operating Activities**                                 | -                                                | -                                                | -                                                                                                            
|**Net Cash (Used) by Investing
Activities**                                 | -                                                | -                                                | -                                                                                                            
|**Net Cash (Used) by
Financing Activities**                                 | -                                                | -                                                | -                                                                                                            
|                                                                            | --------                                         | --------                                         | --------                                                                                                     
|**Net Increase in Cash**                                                    | -                                                | -                                                | -                                                                                                            
|**Cash at Beginning of Year**                                               | -                                                | -                                                | -                                                                                                            
|                                                                            | -------                                          | --------                                         | --------                                                                                                     
|**Cash at End of Year**                                                     | $       -                                        | $        -                                       | $       -                                                                                                    
|                                                                            | =====                                            | =====                                            | =====                                                                                                        
|**Supplemental Disclosures of
Cash Flow Information:**                      |                                                  |                                                  |                                                                                                              
|Cash paid during the period
for:                                            |                                                  |                                                  |                                                                                                              
|Interest                                                                    | $             -                                  | $              -                                 | $         -                                                                                                  
|Income taxes                                                                | $            -                                   | $             -                                  | $         -                                                                                                  

|Supplemental Schedule of Non-cash Investing and Financing Activities:                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------
|For the nine months ended September 30, 2001:                                                                                           
|In March 2001 the Company issued 500,000 shares of common stock for services rendered valued at $5,000 or $.01 per share                
|In August 2001 the Company cancelled 1,575 shares of treasury stock which had been previously purchased for $27,563 or
$17.50 per share.
|For the nine months ended September 30, 2000:                                                                                           
|None.                                                                                                                                   

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. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a replacement of FASB Statement No. 125",
SFAS No. 141, "Business Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets", and SFAS No. 143,
"Accounting for Asset Retirement Obligations", were recently issued.  SFAS No. 140, 141, 142 and 143 have no current
applicability to the Company or their effect on the financial statements would not have been significant.

**Reverse Stock Split -** In March 2001, the Company effected a one for ten thousand reverse stock split.  This change has been
reflected through out these financial statements.

**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 September 30, 2001, unused operating loss carryforwards of approximately $2,200,000, which
may be applied against future taxable income and which expire in various years through 2021. 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 $750,000) at September 30, 2001 and, therefore, no deferred tax asset has been recognized for the loss
carryforwards.  The change in the valuation allowance is equal to the tax effect of the current period's net loss (approximately
$4,200 and $12,600 for 2001 and 2000, respectively).

**NOTE 3 - RELATED PARTY TRANSACTIONS**

**Management Compensation -**During March 2001, the Company issued 500,000 shares to its sole officer and director for
services rendered valued at $5,000.  This issuance resulted in a change in control of the company.  The Company paid no cash
compensation to its officers and directors during the nine month period ended September 30, 2001.

**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.

**Change in Management -**In June 2000 the Company had a change in the officers and Board of Directors of the Company.

**Accounts Payable -**Shareholders or entities related to shareholders, have paid $10,246 of expenses on behalf of the Company,
and have performed $1,300 of services on behalf of the Company.  These funds are due 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, which
contemplate continuation of the Company as a going concern.  However, the Company has no on-going operations and has
incurred significant 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**

**Issuance of Common Stock -**On March 28, 2001, the Company issued 175,992 shares of common stock for rounding related to
the one for ten thousand reverse split.  The board of directors resolved to have no shareholder of record be reversed below 100
shares.  All shareholders of record with less than one hundred shares pre-split, were not affected by the reverse split.  The
Company also issued 500,000 shares (post-split) to an officer for services rendered, valued at $5,000 or $.01 per share.

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

During August 2001, the Company cancelled 1,575 shares of treasury stock which had been purchased for $27,563, or $17.50
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 three and nine months ended September 30, 2001 and 2000
and for the period from the re-entering of development stage on January 1, 1991 through September 30, 2001:

|                                                                                                                | **For the Three
Months Ended
September 30,
2001** | **For the Three
Months Ended
September 30,
2000** | **For the Nine
Months Ended
September 30,
2001** | **For the Nine
Months Ended
September 30,
2000** | **Cumulative from
the Re-entering of
Development Stage
on January 1, 1991
through September
30, 2001**
|--------------------------------------------------------------------------------------------------------------- | ------------------------------------------------- | ------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------ | ------------------------------------------------------------------------------------------------------
|(Loss) from
continuing
operations available
to common
stockholders
(numerator)                                  | $ (3,568)                                         | $        -                                        | $(12,546)                                        | $(37,000)                                        | $(53,546)                                                                                             
|Weighted average
number of common
shares outstanding
used in earnings per
share during the
period
(denominator) | 749,350                                           | 74,933                                            | 143,017                                          | 58,401                                           | 74,822                                                                                                

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

**NOTE 7- COMMITMENTS AND CONTINGENCIES**

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

**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 September 30, 2001, reflects a
total asset value of $0.00. The Company has no cash or line of credit, other than that which present management may agree to
extend to or invest in the Company, nor does it expect to have one before a merger is effected.  The Company will carry out its
plan of business as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be
diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating
losses (if any) of the business entity which the Company  may eventually acquire.

Results of Operations

During the period from January 1, 2001 through September 30, 2001, the Company has engaged in no significant operations
other than maintaining its reporting status with the SEC and seeking a business combination.  No revenues were received by the
Company during this period.

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

Need for Additional Financing

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

**Part II - Other Information**

**Item 1.   Legal Proceedings**

None; not applicable.

**Item 2.  Changes in Securities.**

During August 2001, the Company cancelled 1,575 shares of treasury stock which had been purchased for $27,563, or $17.50
per share.

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

None; not applicable.

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

On March 28, 2001 the Company, through shareholder consent, effected a 1 for 10,000 reverse split of its common stock. No
shareholder of record was reversed below 100 shares, shareholders with less than 100 shares prior to the reverse were not
affected.

**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:         November 14, 2001            By: /s/ Elwood Shepard

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

Elwood Shepard, President