HEAVENLY HOT DOGS INC / (Form: 10KSB, Received: 03/30/2004 11:08:16)

U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-KSB

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

For the fiscal year ended: December 31, 2003

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

For the transition period from to

Commission File No. 33-1773NY

Heavenly Hot Dogs, Inc.

(Name of Small Business Issuer in its Charter)

Nevada

13-3403584

(State or Other Jurisdiction of incorporation or organization)

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

7069 S. Highland Dr., Suite 300

Salt Lake City, UT 84121

(Address of Principal Executive Offices)

Issuer's Telephone Number: (801)274-1011

Securities Registered under Section 12(b) of the Exchange Act: None.

Securities Registered under Section 12(g) of the Exchange Act: Common stock having a par value of $.001 per share

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

State Issuer's revenues for its most recent fiscal year: December 31, 2003 $0.00

State the aggregate market value of the common voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days:

As of March 15, 2004, there were 242,350 shares of common voting stock of the Registrant held by non-affiliates. During the past five years, there has been a very limited "public market" for shares of common stock of the Company. It is therefore difficult to determine the market value of the stock. Based on the last trade reported on The Pink Sheets for the Company's Common Stock on March 15, 2004, of $0.0001 per share, the market value of shares held by non-affiliates would be $24.24. There are no preferred shares authorized.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

None; Not Applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

Class

Outstanding as of March 14, 2004

Common Stock, $.001

749,350

Preferred Stock

(None authorized)

DOCUMENTS INCORPORATED BY REFERENCE

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

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

FORWARD-LOOKING INFORMATION

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

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

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

History - The Company was organized under the laws of the State of Delaware on April 2, 1987 as BK Ventures, Inc. The Company was organized to create a corporate vehicle to seek and acquire a business opportunity. In March 1988, The Company completed a public offering of 15,785,667 units at $.015 per unit. Each unit consisted of one share common stock, three A warrants to purchase three shares of common stock at $.25 per share, and three B warrants to purchase three shares of common stock at $.05 per share. The A warrants had an expiration on March 24, 1989, while the B warrants had an expiration date of March 24, 1990.

On May 20, 1988 the Company acquired approximately 93.4% of the outstanding shares of Heavenly Hot Dogs, Inc. (HHD), a Colorado corporation, incorporated on March 11, 1985. On June 30, 1988 the Company agreed to issue an additional 13,464,000 shares of its common stock in exchange for the remaining 6.6% outstanding shares of HHD. On June 3, 1988 HHD changed its name from Heavenly Hot Dogs, Inc. to HHD, Inc. On June 7, 1988, the Company changed its name from BK Ventures, Inc. to Heavenly Hot Dogs, Inc. As a result of the acquisition of HHD, there was a complete change in control of the Company, as HHD = s officers and directors replaced the Company = s officers and directors.

HHD operated as a subsidiary of the Company and attempted to manufacture self-contained fiberglass buildings which would provide for walk-up and drive-thru sales of premium Chicago style hot dogs and related fast food products. The Company planed to sell franchises for the retail sale of its Chicago style Hot Dogs. The Company discontinued these operations during 1990 and has been inactive since that time. The Company is currently seeking potential business ventures. The Company is considered to have re-entered into a new development stage on January 1, 1991. The Company = s management failed to complete annual reports with the State of Delaware and Colorado, of which both had suspended the Company = s charter with the state = s.

In December 1999 the sole officer and director of the Company resigned and selected new management. In March 2000, the new management brought the Company current in its reporting with State of Delaware, which has reinstated the Company = s charter.

In June 2000, the Company = s officers and directors resigned and selected new management. The Company also changed its domicile from Delaware to Nevada in June 2000.

In March 2001, the Company effected a one for ten thousand reverse stock split. No shareholder of record was reversed below one hundred shares. All shareholders with less than one hundred pre-split shares were not affected by the reverse.

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

On February 18, 2003, the Company filed a lawsuit in the Third District Court in Salt Lake City, Utah, against Trapper = s Pizza, Inc., and its sole officer and director, Trabert S. Turner, to rescind the acquisition with Trapper = s Pizza, Inc., to be effective December 31, 2003, based upon materially inaccurate disclosures made prior to the acquisition during the Company = s due diligence. On March 4, 2003, Trapper = s Pizza, Inc. and Trabert S. Turner entered into a Stipulation with the Company, agreeing to a rescission of the acquisition agreement. A stipulated Order and Judgment was prepared and delivered for signature and entry by the Third District Court, to formally rescind the acquisition as of December 31, 2003. The Court signed the Order and Judgment on March 4, 2004. Entry of the Order and Judgment will return the Company back to the status it was immediately prior to the reverse acquisition of Trapper = s Pizza, Inc.

As a result of the foregoing, currently the Company has had no business operations, and is actively seeking merger or acquisition candidates.

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

None; not applicable

COMPETITION

Not applicable

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

None; not applicable

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR CONTRACTS, INCLUDING DURATION

None; not applicable

NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES

None; not applicable

TIME SPENT DURING THE LAST TWO FISCAL YEARS ON RESEARCH AND DEVELOPMENT ACTIVITIES

None; not applicable.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

None; not applicable.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES

None

ITEM 2. DESCRIPTION OF PROPERTY .

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.

ITEM 3. LEGAL PROCEEDINGS.

On February 18, 2003, the Company filed a lawsuit in the Third District Court in Salt Lake City, Utah, against Trapper = s Pizza, Inc., and its sole officer and director, Trabert S. Turner, to rescind the acquisition with Trapper = s Pizza, Inc., to be effective December 31, 2003, based upon materially inaccurate disclosures made prior to the acquisition during the Company = s due diligence. On March 4, 2003, Trapper = s Pizza, Inc. and Trabert S. Turner entered into a Stipulation with the Company, agreeing to a rescission of the acquisition agreement. A stipulated Order and Judgment has been prepared and delivered for signature and entry by the Third District Court, to formally rescind the acquisition as of December 31, 2003, which was signed by the Court effective March 4, 2003. Entry of the Order and Judgment will return the Company back to the status it was immediately prior to the reverse acquisition of Trapper = s Pizza, Inc.

The Company is not the subject of any pending legal proceedings; and to the knowledge of management, no proceedings are presently contemplated against the Company by any federal, state or local governmental agency.

Further, to the knowledge of management, no director or executive officer is party to any action in which any has an interest adverse to the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

During the past five years, there has been a very limited "public market" for shares of common stock of the Company. It is therefore difficult to determine the market value of the stock. Based on the last the price quoted on Yahoo! Finance as of March 15, 2004, of $0.0001 per share, the market value of shares held by non-affiliates would be $24.24. There are no preferred shares authorized.

The Company is listed as trading under OTC Other on The Pink Sheets under the symbol "HHDG @ .

Set forth below are the high and low bid prices for the Company's Common Stock for the period August 1999 to present.

Quarter Ended

High Bid

Low Bid

September 1999

0.005

0.003

December 1999

0.005

0.002

March 2000

0.02

0.005

June 2000

0.005

September 2000

0.001

December 2000

0.001

March 2001

0.001

June 2001

0.001

September 2001

0.001

0.0001

December 2001

0.001

0.0001

March 2002

0.05

0.001

June 2002

0.01

0.0001

September 2002

0.01

0.0001

December 2002

0.01

0.0001

March 2003

0.01

0.0001

June 2003

0.01

0.0001

September 2003

0.01

0.0001

December 2003

0.0001

HOLDERS

The number of record holders of the Company's common stock as of March 15, 2004, was 875; this number does not include an indeterminate number of stockholders whose shares are held by brokers in street name. The number of stockholders has been substantially the same during the past five years.

DIVIDENDS

There are no present material restrictions that limit the ability of the Company to pay dividends on common stock or that are likely to do so in the future. The Company has not paid any dividends with respect to its common stock, and does not intend to pay dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

None

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

PLAN OF OPERATION

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

The Company 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 of Development Stage. The Company's balance sheet as of December 31, 2003, 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, 2003 through December 31, 2003, the Company has engaged in no significant operations other than maintaining its reporting status with the SEC and seeking a business combination. No revenues were received by the Company during this period.

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

NEED FOR ADDITIONAL FINANCING

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

ITEM 7. FINANCIAL STATEMENTS.

FOR THE PERIODS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002

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

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

FINANCIAL DISCLOSURE.

None; not applicable.

ITEM 8A. CONTROLS AND PROCEDURES

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

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

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, the names and the nature of all positions and offices held by all directors and executive officers of the Company for the Company year ending December 31, 2003 and to the date hereof, and the period or periods during which each such director or executive officer served in his or her respective positions.

Name and age

Position and background

Elwood Shepard, 66

Sole Officer and Director

Mr. Shepard is the General Contractor and President of Designer Construction, Inc. Designer Construction specializes in residential and commercial remodeling. He has extensive experience in the construction field and in day-to-day management of corporations.

TERM OF OFFICE

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

FAMILY RELATIONSHIPS

None; not applicable

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, no present or former director, person nominated to become a director, executive officer, promoter or control person of the Company:

(1) Was a general partner or executive officer of any business by or against which any bankruptcy petition was filed, whether at the time of such filing or two years prior thereto;

(2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and

(4) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;

(5) Was found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Elwood Shepard, President of the Company, owns approximately 68% of the Company = s issued and outstanding shares, has not filed a Form 3, Form 4 or Form 5. No other director, executive officer or 10% shareholder of the Company has effected any transactions in the Company's securities through the date of filing this report.

FINANCIAL EXPERT

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

ITEM 10. EXECUTIVE COMPENSATION.

During April, 2000 the Company issued 30,000 shares of its common stock to an officer for services rendered and payment of expenses, valued at $30,000.

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

On March 28, 2001 the Company issued 500,000 shares of its common stock to an officer for services rendered, valued at $5,000.

No current or prior officer or director has received any other remuneration or compensation from the Company in the past three years, nor has any member of the Company's management been granted any option or stock appreciation right. Accordingly, no tables relating to such items have been included within this Item.

COMPENSATION OF DIRECTORS

There are no arrangements pursuant to which any of the Company's directors were compensated during the Company's last completed fiscal year or the previous two fiscal years for any service provided as director.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any former employees, officers or directors which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a change in control of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth the shareholdings of those persons who own more than five percent of the Company's common stock as of the date hereof:

Number and Percentage of Shares Beneficially Owned

Name and Address

# of Shares

% of Class

Elwood Shepard

507,000

67.65%

SECURITY OWNERSHIP OF MANAGEMENT

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

Number and Percentage of Shares Beneficially Owned

Name

# of Shares

% of Class

Direct

Indirect

Elwood Shepard

507,000

67.65 %

All directors and executives officers as a group

507,000

67.65%

CHANGES IN CONTROL

The Company issued 3,000,000 shares of common stock for all of the outstanding shares of Trapper = s Pizza, Inc. pursuant to the Agreement and Plan of Reorganization dated June 30, 2002. 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.

On February 18, 2003, the Company filed a lawsuit in the Third District Court in Salt Lake City, Utah, against Trapper = s Pizza, Inc., and its sole officer and director, Trabert S. Turner, to rescind the acquisition with Trapper = s Pizza, Inc., to be effective December 31, 2003, based upon materially inaccurate disclosures made prior to the acquisition during the Company = s due diligence. On March 4, 2003, Trapper = s Pizza, Inc. and Trabert S. Turner entered into a Stipulation with the Company, agreeing to a rescission of the acquisition agreement. A stipulated Order and Judgment has been prepared and delivered for signature and entry by the Third District Court, to formally rescind the acquisition as of December 31, 2003, which was signed as of March 4, 2004. Entry of the Order and Judgment will return the Company back to the status it was immediately prior to the reverse acquisition of Trapper = s Pizza, Inc. Accordingly, the Company cancelled the 3,000,000 shares of common stock issued in conjunction with the reverse acquisition.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

The Company has not had to rent office space. An office/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed.

CERTAIN BUSINESS RELATIONSHIPS

A company related through common control, paid $3,995 during the year ended December 31, 2003 on behalf of the Company. These funds are due and payable upon demand and have no stated interest rate.

INDEBTEDNESS OF MANAGEMENT

None; not applicable

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

(a) Exhibits

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

Exhibit No.

SEC Ref. No.

Title of Document

Location

(31.1)

Certification of the Principal Executive Officer/

Principal Financial Officer pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Attached

(32.1)

Certification of the Principal Executive Officer/

Principal Financial Officer pursuant to U.S.C.

Section 1350 as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

Attached

(99.1)

Code of Ethics

Attached

(b) Reports on Form 8-K

None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fee

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of Heavenly Hot Dogs, Inc.’s annual financial statement and review of financial statements included in Heavenly Hot Dogs, Inc.’s 10-QSB reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $ 3,771 for fiscal year ended 2002 and $ 3,210 for fiscal year ended 2003.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Heavenly Hot Dogs, Inc.’s financial statements that are not reported above were $ 0 for fiscal year ended 2002 and $ 0 for fiscal year ended 2003.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $ 0 for fiscal year ended 2002 and $ 0 for fiscal year ended 2003.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above were $ 0 for fiscal year ended 2002 and $ 0 for fiscal year ended 2003.

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

HEAVENLY HOT DOGS, INC.

Date: March 30, 2004

By: /s/ Elwood Shepard

Elwood Shepard, President

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Date: March 30, 2004

By: /s/ Elwood Shepard

Elwood Shepard, Director

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

FINANCIAL STATEMENTS

DECEMBER 31, 2003

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

CONTENTS

PAGE

Independent Auditors = Report

Balance Sheet, December 31, 2003

Statements of Operations, for the years ended December 31, 2003 and 2002 and from the re-entering of development stage on January 1, 1991 through December 31, 2003

Statement of Stockholders = (Deficit), from the re-entering of development stage on January 1, 1991 through December 31, 2003

4 - 5

Statements of Cash Flows, for the years ended December 31, 2003 and 2002 and from the re-entering of development stage on January 1, 1991 through December 31, 2003

6 - 7

Notes to Financial Statements

8 - 12

INDEPENDENT AUDITORS' REPORT

Board of Directors

HEAVENLY HOT DOGS, INC.

Salt Lake City, Utah

We have audited the accompanying balance sheet of Heavenly Hot Dogs, Inc. [ a development stage company ] at December 31, 2003, and the related statements of operations, stockholders' (deficit) and cash flows for the years ended December 31, 2003 and 2002 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of Heavenly Hot Dogs, Inc. [ a development stage company ] as of December 31, 2003 and the results of its operations and its cash flows for the years ended December 31, 2003 and 2002 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2003, in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has no on-going operations, has incurred substantial losses since its inception and has no working capital. Further, the Company has current liabilities in excess of current assets. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management = s plans in regards to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

PRITCHETT, SILER & HARDY, P.C.

March 18, 2004

Salt Lake City, Utah

- # -

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

BALANCE SHEET

ASSETS

December 31,

2003

______________

CURRENT ASSETS:

Current Assets

$ -

___________

Total Current Assets

___________

$ -

___________

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES:

Accounts payable

$ 4,900

Accounts payable B related party

17,227

___________

Total Current Liabilities

22,127

___________

STOCKHOLDERS' (DEFICIT):

Common stock, $.001 par value, 750,000,000 shares authorized, 749,350 shares issued and outstanding

749

Capital in excess of par value

2,207,466

Retained (deficit)

(2,166,215)

Deficit accumulated during the development stage

(64,127)

___________

Total Stockholders' (Deficit)

(22,127)

___________

$ -

___________

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

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

STATEMENTS OF OPERATIONS

For the Years Ended December 31,

Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,

2003

2002

2003

REVENUE:

$ -

________

EXPENSES:

General and administrative

4,710

5,271

64,127

________

_________

Total Expenses

4,710

5.271

64,127

________

_________

LOSS FROM OPERATIONS

(4,710)

(5,271)

(64,127)

CURRENT INCOME TAXES

DEFERRED INCOME TAX

________

_________

NET LOSS

$ (4,710)

$ ( 5,271)

$ (64,127)

_________

LOSS PER SHARE

$ (.01)

$ (.33)

_________

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

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

STATEMENT OF STOCKHOLDERS' (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2003

Common Stock

Capital in Excess of Par Value

Retained Deficit

Deficit Accumulated During the Development Stage

Treasury Stock

Shares

Amount

Shares

Amount

BALANCE, January 1, 1991

37,933

$ 38

$ 2,193,740

$ (2,166,215)

$ -

(1,575)

$ (27,563)

Net loss for the period ended December 31, 1991

_________

________

_________

________

_______

________

BALANCE, December 31, 1991

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the period ended December 31, 1992

_________

________

_________

_______

________

BALANCE, December 31, 1992

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1993

_________

________

_________

_______

________

BALANCE, December 31, 1993

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1994

_________

________

_________

_______

________

BALANCE, December 31, 1994

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1995

_________

________

_________

_______

________

BALANCE, December 31, 1995

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1996

_________

________

_________

_______

________

BALANCE, December 31, 1996

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1997

_________

________

_________

_______

________

BALANCE, December 31, 1997

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1998

_________

________

_________

_______

________

BALANCE, December 31, 1998

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Net loss for the year ended December 31, 1999

_________

________

_________

_______

________

BALANCE, December 31, 1999

37,933

2,193,740

(2,166,215)

(1,575)

(27,563)

Common stock issued for services rendered valued at $30,000 or $1.00 per share, April 2000

30,000

29,970

[ Continued ]

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

STATEMENT OF STOCKHOLDERS' (DEFICIT)

FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

JANUARY 1, 1991 THROUGH DECEMBER 31, 2003

[ CONTINUED ]

Common Stock

Capital in Excess of Par Value

Retained Deficit

Deficit

Accumulated During the Development Stage

Treasury Stock

Shares

Amount

Shares

Amount

Common stock issued for services rendered valued at $7,000, or $1.00 per share, June 2000

7,000

6,993

Net loss for year ended December 31, 2000

(41,000)

_________

______

_______

BALANCE, December 31, 2000

74,933

2,230,703

(2,166,215)

(41,000)

(1,575)

(27,563)

Fractional shares issued as part of reverse stock split, March 2001

175,992

176

(176)

Cancellation of treasury stock

April 2001

(1,575)

(2)

(27,561)

1,575

27,563

Common stock issued for services rendered valued at $5,000, or $.01 per share, March 2001

500,000

500

4,500

Net loss for year ended December 31, 2001

(13,146)

_________

_______

BALANCE, December 31, 2001

749,350

749

2,207,466

(2,166,215)

(54,146)

Net loss for year ended December 31, 2002

(5,271)

_________

_______

BALANCE, December 31, 2002

749,350

749

2,207,466

(2,166,215)

$ (59,417)

Net loss for year ended December 31, 2003

(4,710)

_________

_______

BALANCE, December 31, 2003

749,350

$ 749

$ 2,207,466

$ (2,166,215)

$ (64,127)

$ -

__________

_________

__________

_______

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

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

Cumulative from

the Re-entering of

Development Stage

on January 1, 1991 through December 31,

2003

2002

2003

Cash Flows From Operating Activities:

Net loss

$ (4,710)

$ (5,271)

$ (64,127)

Adjustments to reconcile net loss to net cash used by operating activities:

Non-cash expense

42,000

Changes in assets and liabilities:

Increase in accounts payable

715

2,285

4,900

Increase in accounts payable B related party

3,995

2,986

17,227

_______

________

_______

Net Cash (Used) by

Operating Activities

_______

________

_______

Cash Flows From Investing Activities

_______

________

_______

Net Cash (Used) by

Investing Activities

_______

________

_______

Cash Flows From Financing Activities

_______

________

_______

Net Cash Provided by

Financing Activities

_______

________

_______

Net Increase in Cash

Cash at Beginning of the Year

_________

________

Cash at End of the Year

$ -

_________

[ Continued ]

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

Cumulative from

the Re-entering of Development Stage on January 1, 1991 through December 31,

2003

2002

2003

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Interest

$ -

Income taxes

$ -

Supplemental Schedule of Noncash Investing and Financing Activities:

For 2003:

None.

For 2002 :

The Company effected a reverse acquisition on July 1, 2002 with Trapper = s Pizza. Inc. The Company issued 3,000,000 shares of common stock in exchange for all the assets and liabilities of Trapper = s Pizza, Inc. Subsequent to December 31, 2003, the Company rescinded the agreement with Trapper = s Pizza, Inc. and cancelled the previously issued 3,000,000 shares of common stock. The financial statements have been adjusted to reflect the rescission of the agreement and have excluded all transactions involving Trapper = s Pizza, Inc.

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

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – Heavenly Hot Dogs, Inc. (“PARENT”) 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 had been inactive since that time until its acquisition of Trapper’s Pizza, Inc. (“SUBSIDIARY”) on July 1, 2002. The Company has subsequently rescinded the acquisition of Trapper’s Pizza, Inc. The Company currently has no ongoing operations. The Company is considered to be a development stage company as defined by Statement of Financial Accounting Standards No 7.

Restatement / Rescinded Acquisition - On July 1, 2002, Parent entered into an acquisition agreement with Subsidiary. For consolidated financial statement presentation purposes, this transaction had been accounted for as a reverse acquisition. The Company issued 3,000,000 shares of common stock for all of the outstanding shares of Subsidiary. During the year ended December 31, 2003, the Company and Trapper’s Pizza, Inc. agreed to rescind the acquisition agreement. The Company received and cancelled the previously issued 3,000,000 shares of common stock and has excluded all transactions involving Trapper’s Pizza, Inc. from these financial statements.

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

Changes in Control – On July 1, 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. During the year ended December 31, 2003, the acquisition agreement was rescinded and the previously issued 3,000,000 shares of common stock were returned and cancelled.

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.

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

NOTES TO 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 No. 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.

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

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

Recently Enacted Accounting Standards - Statement of Financial Accounting Standards (“SFAS”) No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, SFAS No. 147, “Acquisitions of Certain Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9”, SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123”, SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, were recently issued. SFAS No. 146, 147, 148, 149 and 150 have no current applicability to the Company or their effect on the financial statements would not have been significant.

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” which requires the liability approach for the effect of income taxes.

The Company has available at December 31, 2003, unused operating loss carryforwards of approximately $ 20,000, which may be applied against future taxable income and which expire in various years through 2023. However, if certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the loss carryforwards the Company has established a valuation allowance equal to the tax effect of the loss carryforwards (approximately $3,000) at December 31, 2003 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 $700 and $800 for 2003 and 2002, respectively).

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation – The Company did not pay any compensation to its officers and directors during the years ended December 31, 2003 and 2002.

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 $3,995 towards accounts payable-trade on behalf of the Company during the year ended December 31, 2003. At December 31, 2003, the Company owed $17,227 to the related party.

NOTE 4 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has no on-going operations and has incurred losses since 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 FINANCIAL STATEMENTS

NOTE 5 – STOCK TRANSACTIONS

Common stock – The Company has authorized 750,000,000 shares of common stock, $.001 par value. At December 31, 2003, the Company had 749,350 shares issued and outstanding.

Stock transactions – In July 2002, the Company issued 3,000,000 shares of common stock as part of an acquisition agreement with Trappers Pizza, Inc. Subsequent to December 31, 2002, the agreement was rescinded and the 3,000,000 shares of common stock were returned and cancelled.

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

In March 2001, the Company affected a 10,000 for 1 reverse stock split. Any shareholder with less than 100 shares of pre-split common stock was not affected. 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.

On September 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.

HEAVENLY HOT DOGS, INC.

[ A Development Stage Company ]

NOTES TO 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 years ended December 31, 2003 and 2002 and for the period from the re-entering of development stage on January 1, 1991 through December 31, 2003:

	For the Year Ended December 31,		Cumulative from the Re-entering of Development Stage on January 1, 1991 through December 31,
	2003	2002	2003
(Loss) from continuing operations available to common stockholders (numerator)	$ (4,710)	$ (5,271)	$ (64,127)
	__________	____________	___________
Weighted average number of common shares outstanding used in earnings per share during the period (denominator)	749,500	749,500	191,625
	___________	____________	___________

Dilutive earnings per share were 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 claims 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.

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Elwood Shepard, the Chief Executive Officer and Chief Financial Officer of Heavenly Hot Dogs, Inc. (the A Company @ ), certify that:

1. I have reviewed this annual report on Form 10-KSB of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and

c) presented in this report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 30, 2004 By: /s/ Elwood Shepard

Elwood Shepard

Chief Executive Officer

Chief Financial Officer

EXHIBIT 32.1

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 Annual Report of Heavenly Hot Dogs, Inc. (the A Company @ ) on Form 10-KSB for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Elwood Shepard, Chief Executive Officer and Chief Financial Officer of the Company, 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: March 30, 2004

By: /s/ Elwood Shepard

Elwood Shepard

Chief Executive Officer

Chief Financial Officer

EX 99.1

Code of Ethics and Business Conduct for Officers, Directors and Employees of

Heavenly Hot Dogs, Inc.

1. Treat in an Ethical Manner Those to Whom Heavenly Hot Dogs, Inc. Has an Obligation

We are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone.

For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.

2. Promote a Positive Work Environment

All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and recognize that the various communities in which we may do business may have different legal provisions pertaining to the workplace. As such, we will adhere to the limitations specified by law in all of our localities, and further, we will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.

Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits us the opportunity to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, our executives and management personnel assume special responsibility for fostering a work environment that is free from the fear of retribution and will bring out the best in all of us. Supervisors must be careful in words and conduct to avoid placing, or seeming to place, pressure on subordinates that could cause them to deviate from acceptable ethical behavior.

3. Protect Yourself, Your Fellow Employees, and the World We Live In

We are committed to providing a drug-free, safe, and healthy work environment, and to observe environmentally sound business practices. We will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each of us is responsible for compliance with environmental, health, and safety laws and regulations. Observe posted warnings and regulations. Report immediately to the appropriate management any accident or injury sustained on the job, or any environmental or safety concern you may have.

4. Keep Accurate and Complete Records

We must maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations must be promptly and accurately entered in our books in accordance with generally accepted accounting practices and principles. No one should rationalize or even consider misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.

5. Obey the Law

We will conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:

Strictly Adhere to All Antitrust Laws

Officer, directors and employees must strictly adhere to all antitrust laws. Such laws exist in the United States, the European Union, and in many other countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.

Strictly Comply with All Securities Laws

In our role as a publicly owned company, we must always be alert to and comply with the security laws and regulations of the United States and other countries.

Do Not Engage in Speculative or Insider Trading

Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.

Material, non-public information is any information that could reasonably be expected to affect the price of a stock. If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.

Two simple rules can help protect you in this area: (1) Don’t use non-public information for personal gain. (2) Don't pass along such information to someone else who has no need to know.

This guidance also applies to the securities of other companies for which you receive information in the course of your employment at Heavenly Hot Dogs, Inc..

ii.

Be Timely and Accurate in All Public Reports

As a public company, Heavenly Hot Dogs, Inc. must be fair and accurate in all reports filed with the United States Securities and Exchange Commission. Officers, directors and management of Heavenly Hot Dogs, Inc. are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.

Securities laws are vigorously enforced. Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.

The Chief Executive Officer and Chief Financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.

6. Avoid Conflicts of Interest

Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company. They should avoid any action that may involve, or may appear to involve, a conflict of interest with the company. Officers, directors and employees should not have any financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company.

Here are some ways a conflict of interest could arise:

•

Employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by Heavenly Hot Dogs, Inc..

•

Acceptance of gifts, payment, or services from those seeking to do business with Heavenly Hot Dogs, Inc..

•

Placement of business with a firm owned or controlled by an officer, director or employee or his/her family.

•

Ownership of, or substantial interest in, a company that is a competitor, client or supplier.

•

Acting as a consultant to a Heavenly Hot Dogs, Inc. customer, client or supplier.

•

Seeking the services or advice of an accountant or attorney who has provided services to Heavenly Hot Dogs, Inc..

Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.

7. Compete Ethically and Fairly for Business Opportunities

We must comply with the laws and regulations that pertain to the acquisition of goods and services. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain that all statements, communications, and representations are accurate and truthful.

8. Avoid Illegal and Questionable Gifts or Favors

The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the furnishing or receipt of business courtesies. Officers, directors and employees of Heavenly Hot Dogs, Inc. will neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company’s reputation.

9. Maintain the Integrity of Consultants, Agents, and Representatives

Business integrity is a key standard for the selection and retention of those who represent Heavenly Hot Dogs, Inc.. Agents, representatives, or consultants must certify their willingness to comply with the Company’s policies and procedures and must never be retained to circumvent our values and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in violations of law.

10. Protect Proprietary Information

Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers, and competitors may sometimes divulge to you information that is proprietary to their business. Respect these confidences.

11. Obtain and Use Company Assets Wisely

Personal use of Company property must always be in accordance with corporate policy. Proper use of Company property, information resources, material, facilities, and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove Company property without management's permission.

12. Follow the Law and Use Common Sense in Political Contributions and Activities

Heavenly Hot Dogs, Inc. encourages its employees to become involved in civic affairs and to participate in the political process. Employees must understand, however, that their involvement and participation must be on an individual basis, on their own time, and at their own expense. In the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for federal offices -- this includes employees' work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions, and similar laws exist in other countries.

13. Board Committees.

The Company shall establish a Committee empowered to enforce this Code of Ethics. The Committee will report to the Board of Directors at least once each year regarding the general effectiveness of the Company’s Code of Ethics and the Company’s business conduct.

14. Disciplinary Measures.

The Company shall consistently enforce its Code of Ethics and Business Conduct through appropriate means of discipline. Violations of the Code shall be promptly reported to the Committee. Pursuant to procedures adopted by it, the Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.

The disciplinary measures, which may be invoked at the discretion of the Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.