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, 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      (I.R.S. Employer I.D. No.)
 incorporation or organization

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 CORPORATE REGISTRANTS)

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

       Class               Outstanding as of March 31, 2001
   Common Stock, $0.001             750,925

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

                          HEAVENLY HOT DOGS, INC.
                       ( Development Stage Company )
                         CONDENSED BALANCE SHEETS
                                  ASSETS
                                (Unaudited)

                                        March 31,    December 31,
                                          2001          2000
                                         -------       -------

CURRENT ASSETS
  Current Assets                        $      -       $     -
                                        --------       --------
     Total Current Assets                      -             -
                                        --------       --------
                                        $      -       $     -
                                        ========       ========

                LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
  Accounts payable                      $ 4,478        $ 2,000
  Accounts payable - related party        2,000          2,000
                                         -------       --------
      Total Current Liabilities           6,478          4,000
                                         -------       --------
STOCKHOLDERS' (DEFICIT)
  Common stock
       750,000,000 shares authorized,
       $.001 par value, 750,925 and
       74,933 shares issued and
       outstanding, respectively            751            75
  Capital in excess of par value      2,235,027     2,230,703
  Retained earnings (deficit)        (2,166,215)   (2,166,215)
  Deficit accumulated during the
    development stage                   (48,478)      (41,000)
                                       --------      --------
                                         21,085        23,563
  Less treasury stock,
    1,575 shares, at cost               (27,563)      (27,563)
                                       --------      --------
      Total Stockholders' (Deficit)    $(6,478)      $(4,000)
                                       --------       --------
                                       $     -        $     -
                                       ========       ========

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
                           (Unaudited)

                                                          Cumulative from
                                                         the Re-entering of
                                           Three Months   Development Stage
                                               Ended        on January 1,
                                            March 31,     1991 through
                                           -------------    March 31,
                                           2001      2000      2001
                                          ------    ------ ---------------

REVENUE                                    $     -   $    -     $     -
                                           -------   ------     -------

EXPENSES:
  General and
    administrative                           7,478        -      48,478
                                           -------   ------     -------
      Total Expenses                         7,478        -      48,478
                                           -------   ------     -------
LOSS FROM OPERATIONS                        (7,478)       -     (48,478)
                                           -------   ------     -------
CURRENT INCOME TAXES                             -        -           -

DEFERRED INCOME TAXES                            -        -           -
                                           -------   ------     -------
NET LOSS                                  $ (7,478) $     -    $(48,478)
                                           -------   ------     -------
LOSS PER SHARE:                           $   (.08) $     -    $  (1.16)
                                            ======    ======    =======




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
                          (Unaudited)
                                                       Cumulative from
                                                      the Re-entering of
                                                     Development Stage
                             For the Three Months         on January 1,
                                   Ended March 31,       1991 through
                                   -------------------     March 31,
                                   2001      2000           2001
                                   -------     -------   -----------------
Cash Flows From Operating Activities:

  Net loss                           $ (7,478)   $      -       $(48,478)
     Adjustments to reconcile net
  loss to net cash used by
  operating activities:
   Non-cash stock issued for
    services rendered                  5,000           -          42,000
      Changes in assets and liabilities:
     Increase in accounts payable      2,478           -           4,478
     Increase in accounts payable -
       related party                       -           -           2,000
                                     -------     -------         -------
       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 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 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 175,992 shares of common stock for rounding related
     To the 1-for-10,000 reverse split.

     For the three months ended March 31, 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 2, 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 statements 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 affect 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. 136, "Transfers of Assets to a not for profit
organization or charitable trust that raises or holds contributions for
others", SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities   deferral of the effective date of FASB Statement No. 133 (an
amendment of FASB Statement No. 133.)", SFAS No. 138 "Accounting for Certain
Derivative Instruments and Certain Hedging Activities   and Amendment of SFAS
No. 133", SFAS No. 139, "Rescission of SFAS No. 53 and Amendment to SFAS No.
63, 89 and 21", and SFAS No. 140, "Accounting to Transfer and Servicing of
Financial Assets and Extinguishment of Liabilities", were recently issued
SFAS No. 136, 137, 138, 139 and 140 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 throughout these
financial statements.

NOTE 2 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" which
requires the liability approach for the effect of income taxes.

The Company has available at December 31, 20001, unused operating loss
carryforwards of approximately $2,200,000, which may be applied against
future taxable income and which expire in various years through 2020.
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 $752,000) at March
31, 2001 and, therefore, no deferred tax asset has been recognized for the
loss carryforwards. The change in the valuation allowance is equal to the tax
effect of the current period's net loss (approximately $2,500 and $2,000 for
2001 and 2000, respectively).

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation   The Company issued 500,000 shares to its sole officer
and director for services rendered values at $5,000.The Company paid no
compensation to its officers and directors during the three month period ended
March 31, 1999.

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 - A company through common control, paid $2,000 on behalf of
the Company. 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, 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.

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 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.

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 months ended March 31, 2001 and 2000 and
for the period from the re-entering of development stage on January 1, 1991
through March 31, 2001:
                                                          Cumulative from
                                                         the Re-entering of
                                    For the Three         Development Stage
                                    Months Ended           on January 1,
                                     March 31,              1991 through
                              ------------------------        March 31,
                                   2001        2000             2001
                                  ------      ------       --------------
(Loss) from continuing
  operations available
  to common stockholders
  (numerator)                   $ (7,478)     $     -        $(48,478)
                                  ------      -------          ------
Weighted average number of
  common shares outstanding
  used in earnings per share
  during the period
  (denominator)                   97,466        37,933         41,774
                                  ------       -------         ------

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
March 31, 2001, reflects a total asset value of $0.00. The Company has no
cash or line of credit, other than that which present management may agree
to extend to or invest in the Company, nor does it expect to have one before
a merger is effected.  The Company will carry out its plan of business as
discussed above. The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the operating
losses (if any) of the business entity which the Company  may eventually
acquire.

Results of Operations

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

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

Need for Additional Financing

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


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.

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: May 15, 2001        By /s/ Elwood Shepard
                               ----------------------
                               Elwood Shepard, President