**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: June 30, 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**                                                   | **87-0674571**            
|------------------------------------------------------------ | --------------------------
|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 June 30, 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 June 30, 2002 and
December 31, 2001, and the statements of operations for the three and six month periods ended June 30, 2002 and 2001
and the period from January 1, 1991 to June 30, 2002, and the cash flows for the six months ended June 30, 2002 and 2001,
and the period from January 1, 1991 to June 30, 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 June 30, 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**

**JUNE 30, 2002**

******HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**CONTENTS********
**PAGE**Unaudited Condensed Balance Sheets, June 30, 2002 and
December 31, 2001
2Unaudited Condensed Statements of Operations, for the
three and six months ended June 30, 2002 and 2001, and for
the period from the re-entering of development stage on
January 1, 1991 through June 30, 2002
3Unaudited Condensed Statements of Cash Flows, for the
six months ended June 30, 2002 and 2001 and for the period
from the re-entering of development stage on January 1,
1991 through June 30, 2002
4Notes to Unaudited Condensed Financial Statements
5 - 9**

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**CONDENSED BALANCE SHEETS**

[Unaudited]

|******ASSETS**                                                                                      | **June 30,** | **December 31,**
|--------------------------------------------------------------------------------------------------- | ------------ | ----------------
|                                                                                                    | **2002**     | **2001**        
|**CURRENT ASSETS**                                                                                  | $ -          | $ -             
|                                                                                                    | ____________ | ____________    
|Total Current Assets                                                                                | $ -          | $ -             
|                                                                                                    | ____________ | ____________    
|**LIABILITIES AND
STOCKHOLDERS' (DEFICIT)**                                                         |              |                 
|**CURRENT LIABILITIES:**                                                                            |              |                 
|Accounts payable                                                                                    | $ 1,900      | $ 1,900         
|Accounts Payable - related party                                                                    | 11,746       | 10,246          
|                                                                                                    | ____________ | ____________    
|Total Current Liabilities                                                                           | 13,646       | 12,146          
|                                                                                                    | ____________ | ____________    
|**STOCKHOLDERS' (DEFICIT):**                                                                        |              |                 
|Common stock, 750,000,000 shares
authorized, $.001 par value, 749,350
shares issued and outstanding | 749          | 749             
|Capital in excess of par value                                                                      | 2,230,703    | 2,230,703       
|Retained earning (deficit)                                                                          | (2,166,215)  | (2,166,215)     
|Deficit accumulated during
development stage                                                        | (55,646)     | (54,146)        
|                                                                                                    | ____________ | ____________    
|Total Stockholders' (Deficit)                                                                       | (13,646)     | (12,146)        
|                                                                                                    | ____________ | ____________    
|****                                                                                                | $ -          | $ -             
|                                                                                                    | ____________ | ____________    

Note: The Balance Sheet as 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]

**CONDENSED STATEMENTS OF OPERATIONS**

[Unaudited]

|                           | **For the Three
Months Ended
June 30,** | **For the Three
Months Ended
June 30,** | **For the Six
Months Ended
June 30,** | **For the Six
Months Ended
June 30,** | **Cumulative from
the Re-entering of
Development
Stage on January
1, 1991 through
June 30,**
|-------------------------- | --------------------------------------- | --------------------------------------- | ------------------------------------- | ------------------------------------- | --------------------------------------------------------------------------------------------
|                           | **2002**                                | **2001**                                | **2002**                              | **2001**                              | **2002**                                                                                    
|**REVENUE:**               | $ -                                     | $ -                                     | $ -                                   | $ -                                   | $ -                                                                                         
|                           | ____________                            | ____________                            | ____________                          | ____________                          | ____________                                                                                
|Total Revenue              | -                                       | -                                       | -                                     | -                                     | -                                                                                           
|                           | ____________                            | ____________                            | ____________                          | ____________                          | ____________                                                                                
|**EXPENSES:**              |                                         |                                         |                                       |                                       |                                                                                             
|General and
administrative | 500                                     | 2,176                                   | 1,500                                 | 10,500                                | 55,646                                                                                      
|                           | ____________                            | ____________                            | ____________                          | ____________                          | ____________                                                                                
|Total Expenses             | 500                                     | 2,176                                   | 1,500                                 | 10,500                                | 55,646                                                                                      
|                           | ____________                            | ____________                            | ____________                          | ____________                          | ____________                                                                                
|**LOSS FROM
OPERATIONS**   | $ (500)                                 | $ (2,176)                               | $ (1,500)                             | $ (10,500)                            | $ (55,646)                                                                                  
|**CURRENT
INCOME TAXES**   | -                                       | -                                       | -                                     | -                                     | -                                                                                           
|**DEFERRED
INCOME TAXES**  | -                                       | -                                       | -                                     | -                                     | -                                                                                           
|                           | ____________                            | ____________                            | ____________                          | ____________                          | ____________                                                                                
|**NET LOSS**               | $ (500)                                 | $ (2,176)                               | $ (1,500)                             | $ (10,500)                            | $ (55,646)                                                                                  
|                           | ____________                            | ____________                            | ____________                          | ____________                          | ____________                                                                                
|**(LOSS) PER
SHARE**       | $ (.00)                                 | $ (.00)                                 | $ (.00)                               | $ (.08)                               | $ (.47)                                                                                     
|                           | ____________                            | ____________                            | ____________                          | ____________                          | ____________                                                                                

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]



|                                                                            | **For the Six Months Ended
June 30,** | **For the Six Months Ended
June 30,** | **Cumulative from the
Re-entering of Development
Stage on January 1, 1991
through June 30,**
|--------------------------------------------------------------------------- | ------------------------------------- | ------------------------------------- | --------------------------------------------------------------------------------------------
|                                                                            | **2002**                              | **2001**                              | **2002**                                                                                    
|**Cash Flows From
Operating Activities:**                                   |                                       |                                       |                                                                                             
|****Net loss                                                                | $ (1,500)                             | $ (10,500)                            | $ (55,646)                                                                                  
|Adjustments to reconcile net
loss to net cash used by
operating activities: |                                       |                                       |                                                                                             
|Non-cash stock used for
services rendered                                   | -                                     | 5,000                                 | 42,000                                                                                      
|Changes in assets and
liabilities:                                          |                                       |                                       |                                                                                             
|Increase in accounts payable                                                | -                                     | 1,978                                 | 1,900                                                                                       
|Increase in accounts payable
- related party                                | 1,500                                 | 3,522                                 | 11,746                                                                                      
|                                                                            | ____________                          | ____________                          | ____________                                                                                
|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
Year**                                           | -                                     | -                                     | -                                                                                           
|                                                                            | ____________                          | ____________                          | ____________                                                                                
|**Cash at End of the Year**                                                 | $ -                                   | $ -                                   | $ -                                                                                         
|                                                                            | ____________                          | ____________                          | ____________                                                                                
|**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 six months ended June 30, 2002:

None

For the six months ended June 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.

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. ("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.

**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 June 30, 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 June 30, 2002 are not necessarily
indicative of the operating results for the full year.

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

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

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

**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.****

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

[See Note 15]

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]**

**Stock Based Compensation** - The Company accounts for its stock based compensation in accordance with Statement of
Financial Accounting Standard 123  "Accounting for Stock-Based Compensation". This statement establishes an
accounting method based on the fair value of equity instruments awarded to employees as compensation. However,
companies are permitted to continue applying previous accounting standards in the determination of net income with
disclosure in the notes to the financial statements of the differences between previous accounting measurements and those
formulated by the new accounting standard. The Company has adopted the disclosure only provisions of SFAS No. 123,
accordingly, the Company has elected to determine net income using previous accounting standards. Stock issued to
non-employees is valued based on the fair value of the services received or the fair value of the stock given up. For the six
months ended June 30, 2002 and 2001, the Company issued common stock valued at $0 and $5,000, respectively as
compensation. The stock was later returned and cancelled.****

**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", SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", and SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections",
were recently issued.  SFAS No. 141, 142, 143, 144 and 145 have no current applicability to the Company or their effect on
the financial statements would not have been significant.

**Change in Control -**During the six months ended June 30, 2001, the Company issued 500,000 shares of common stock to
its sole officer and director for services rendered valued at $5,000. This issuance resulted in a change in control of the
Company. Subsequent to June 30, 2002, the Company issued 3,000,000 shares of common stock for the acquisition of
Trappers Pizza, Inc.  The issuance resulted in a change of control of the Company.

**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 June 30, 2002, unused operating loss carryforwards of approximately $2,222,000, 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 $333,300) at June 30, 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 $246 and $3,500 for 2002 and 2001, respectively).

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**NOTE 3 - RELATED PARTY TRANSACTIONS**

**Management Compensation -**The Company paid no cash compensation to its officers and directors during the six
months ended June 30, 2002 and 2001.  For the period ended June 30, 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.

**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 $1,500 towards accounts payable-trade on behalf
of the Company during the period ended June 30, 2002. At June 30, 2002, the Company owed $11,746 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 incurred losses since its
inception and has not yet been successful in establishing profitable operation.  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******

**Common stock -**The Company has authorized 750,000,000 shares of common stock, $.001 par value. At June 30, 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 175,992 fractional shares of common stock bringing them to a
minimum of 100 shares. The financial statements for all periods presented have been restated to reflect the stock split.

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.

Subsequent to June 30, 2002, the Company issued 3,000,000 shares of common stock related to the reverse acquisition of
Trapper's Pizza, Inc. [See Note 7]

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

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

The following data show the amounts used in computing income (loss) per share and the effect on income and the
weighted average number of shares of dilutive potential common stock for the periods ended June 30, 2002 and 2001 and
for the period from the re-entering of development stage on January 1, 1991 through June 30, 2002:



|                                                                                                                | **For the Three
Months Ended
June 30,** | **For the Three
Months Ended
June 30,** | **For the Six
Months Ended
June 30,** | **For the Six
Months Ended
June 30,** | **Cumulative from
the Re-entering of
Development
Stage on January
1, 1991 through
June 30,**
|--------------------------------------------------------------------------------------------------------------- | --------------------------------------- | --------------------------------------- | ------------------------------------- | ------------------------------------- | --------------------------------------------------------------------------------------------
|                                                                                                                | **2002**                                | **2001**                                | **2002**                              | **2001**                              | **2002**                                                                                    
|(Loss) from
continuing
operations
available to
common
stockholders
(numerator)                                  | $ (500)                                 | $ (2,176)                               | $ (1,500)                             | $ (10,500)                            | $(55,146)                                                                                   
|                                                                                                                | ____________                            | ____________                            | ____________                          | ____________                          | ____________                                                                                
|Weighted average
number of common
shares outstanding
used in earnings
per share during the
period
(denominator) | 749,500                                 | 750,925                                 | 749,500                               | 126,830                               | 118,687                                                                                     
|                                                                                                                | __________________                      | ____________________                    | ____________________                  | _____________________                 | ___________________                                                                         

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.

Subsequent to June 30, 2002, the Company issued 3,000,000 shares of common stock related to the reverse acquisition of
Trapper's Pizza, Inc. [See Note 7]

**NOTE 7 - SUBSEQUENT EVENTS**

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

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

**HEAVENLY HOT DOGS, INC.**

[A Development Stage Company]

**NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

**NOTE 7 - SUBSEQUENT EVENTS [Continued]**

**Proforma Information -** Had the Company ("Parent") acquired Trappers Pizza, Inc. ("Subsidiary") at the beginning of the
reported periods and reported on a consolidated basis the following would be the unaudited proforma results of operations
for the periods presented.

UNAUDITED PROFORMA COMBINED



|                        | **For the Three Months
Ended June 30, 2002** | **For the Six Months Ended
June 30, 2002** | **Cumulative From Inception
on February 24, 2002
through June 30, 2002**
|----------------------- | -------------------------------------------- | ------------------------------------------ | ------------------------------------------------------------------------
|                        | (Unaudited)                                  | (Unaudited)                                | (Unaudited)                                                             
|**AS REPORTED:**        |                                              |                                            |                                                                         
|Revenue                 | $ -                                          | $ -                                        | $ -                                                                     
|Net Income (loss)       | $ (500)                                      | $ (1,500)                                  | $(55,646)                                                               
|Income (loss) per share | $ (.00)                                      | $ (.00)                                    | $(.47)                                                                  
|**PROFORMA:**           |                                              |                                            |                                                                         
|Revenue                 | $ 36,223                                     | $ 36,223                                   | $ 36,223                                                                
|Net Income              | $ 7,591                                      | $ 6,591                                    | $6,591                                                                  
|Income (loss) per share | $ .01                                        | $ .01                                      | $.01                                                                    

**ITEM 2.  PLAN OF OPERATIONS**

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

Plan of Operation

Prior to the acquisition of Trapper's Pizza, Inc. as set forth in Item 5 below, the Company was seeking to acquire assets or
shares of an entity actively engaged in business which generated revenues. As a result of the acquisition, the Company
plans to further develop and implement Trapper's Pizza, Inc.'s plans to expand its operations in Utah, and outside of Utah,
through the offering of licenses or franchises.

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 June 30, 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.  The Company will carry out its plan of business as discussed above.

Results of Operations

During the period from January 1, 2002 through June 30, 2002, the Company 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 acquiring Trapper's Pizza, Inc.

Need for Additional Financing

Based upon current management's willingness to extend credit to the Company and/or invest in the Company, and the cash
flow from Trapper's Pizza, Inc., the Company believes that its existing capital will be sufficient to meet the Company's
cash needs for the next twelve months, absent further market expansion. However, at such time as management decides to
execute upon its expansion and license/franchise plans, the Company anticipates needing in excess on one million dollars,
which the Company anticipates rasing through a combination of equity and debt financing. No assurance can be made,
however, that the Company can locate or finalize such financing.

**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.**

Subsequent Events

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

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

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

A Form 8-K was filed on June 30, 2002 reflecting the acquisition of Trapper's Pizza, Inc. including the shares issued and
change in control as noted in Item 5 above.

No other exhibits were filed on Form 8-K.

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002**

In connection with the Quarterly Report of Heavenly Hot Dogs, Inc. (the "Company") on Form 10-QSB for the period
ended June 30, 2002 as filed with the Securities and Exchange Commission on the Date hereof (the "Report"), the
undersigned certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge:

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

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

Date: August 14, 2002                          By: /s/ Elwood Shepard

Elwood Shepard

Chief Executive Office and Chief Financial Officer