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EX-31.1 - EX 31.1 SECTION 302 CERTIFICATIONS - B4MC GOLD MINES INCf10q033112_ex31z1.htm
EX-32.1 - EX 32.1 SECTION 906 CERTIFICATIONS - B4MC GOLD MINES INCf10q033112_ex32z1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)


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


For the quarterly period ended March 31, 2012

or


      .    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 its charter)


Nevada

87-0674571

(State or other jurisdiction of incorporation or organization)

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

 

 

2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT

84121

(Address of principal executive offices)

(Zip Code)


(801) 274-1011

(Registrant’s telephone number, including area code)


_______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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.    

   X  .   Yes         .  No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    X .   Yes         .  No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer       .  

Accelerated filer         .  

Non-accelerated filer       .   (Do not check if a smaller reporting company)

Smaller reporting company   X  .  


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    X  .   Yes        .  No


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.        .  Yes         .  No


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of April 23, 2012:  749,350





PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2012 and 2011 and for the periods then ended have been made.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, 2011 audited financial statements.  The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full year.






2









HEAVENLY HOT DOGS, INC.

[A Development Stage Company]


UNAUDITED CONDENSED FINANCIAL STATEMENTS


MARCH 31, 2012








3




HEAVENLY HOT DOGS, INC.

[A Development Stage Company]





CONTENTS


 

 

PAGE

 

 

 

 

 

 

-

Condensed Balance Sheets,

 

 

March 31, 2012 (Unaudited) and December 31, 2011

5

 

 

 

 

 

 

-

Unaudited Condensed Statements of Operations,

 

 

for the three months ended March 31, 2012,

 

 

and 2011, and for the period from the re-entering of

 

 

development stage on January 1, 1991 through

 

 

March 31, 2012

6

 

 

 

 

 

 

-

Unaudited Condensed Statements of Cash Flows,

 

 

for the three months ended March 31, 2012, and

 

 

2011, and for the period from the re-entering of

 

 

development stage on January 1, 1991 through

 

 

March 31, 2012

7

 

 

 

 

 

 

-

Notes to Unaudited Condensed Financial Statements

8 – 9








4





HEAVENLY HOT DOGS, INC.

[A Development Stage Company]


CONDENSED BALANCE SHEETS


ASSETS

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2012

 

2011

 

 

(Unaudited)

 

 

CURRENT ASSETS:

 

 

 

 

   Cash

$

-

$

-

 

 

 

 

 

      Total Current Assets

 

-

 

-

 

 

 

 

 

      Total Assets

$

-

$

-

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

   Accounts payable

$

4,600

$

1,600

   Advances payable - related party

 

79,316

 

79,066

   Accrued interest - related party

 

17,965

 

16,775

 

 

 

 

 

      Total Current Liabilities

 

101,881

 

97,441

 

 

 

 

 

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

 

2,207,466

 

2,207,466

   Retained deficit

 

(2,166,215)

 

(2,166,215)

   Deficit accumulated during the development stage

 

(143,881)

 

(139,441)

 

 

 

 

 

      Total Stockholders’ Deficit

 

(101,881)

 

(97,441)

 

 

 

 

 

      Total Liabilities and Stockholders’ Deficit

$

-

$

-




Note: The balance sheet at December 31, 2011 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.



5




HEAVENLY HOT DOGS, INC.

[A Development Stage Company]


UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

from the

 

 

 

 

 

 

Re-entering

 

 

 

 

 

 

of

 

 

 

 

 

 

Development

 

 

For the

 

Stage on

 

 

Three Months

 

January 1,

 

 

Ended

 

1991 through

 

 

March 31,

 

March 31,

 

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

Revenue

$

-

$

-

$

-

 

 

 

 

 

 

 

Total Revenue

 

-

 

-

 

-

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

     General and Administrative

 

3,250

 

3,370

 

125,916

 

 

 

 

 

 

 

Loss Before Other Income (Expense)

 

(3,250)

 

(3,370)

 

(125,916)

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

     Interest Expense

 

(1,190)

 

(1,002)

 

(17,965)

 

 

 

 

 

 

 

Loss Before Income Taxes

 

(4,440)

 

(4,372)

 

(143,881)

 

 

 

 

 

 

 

Current Income Tax Expense

 

-

 

-

 

-

 

 

 

 

 

 

 

Deferred Income Tax Expense

 

-

 

-

 

-

 

 

 

 

 

 

 

Net Loss

$

(4,440)

$

(4,372)

$

(143,881)

 

 

 

 

 

 

 

Loss Per Common Share – Basic and Diluted

$

(0.01)

$

(0.01)

 

 

 

 

 

 

 

 

 

Weighted Average Number Of Common Shares Outstanding – Basic and Diluted

 

749,350

 

749,350

 

 










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




6




HEAVENLY HOT DOGS, INC.

[A Development Stage Company]


UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


 

 

 

 

 

 

Cumulative

 

 

 

 

 

 

from the

 

 

 

 

 

 

Re-entering

 

 

 

 

 

 

of

 

 

 

 

 

 

Development

 

 

For the

 

Stage on

 

 

Three Months

 

January 1,

 

 

Ended

 

1991 through

 

 

March 31,

 

March 31,

 

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

Net loss

$

(4,440)

$

(4,372)

$

(143,881)

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

 

3,000

 

3,000

 

4,600

Increase in accrued interest

 

1,190

 

1,002

 

17,965

Net Cash (Used) by Operating Activities

 

(250)

 

(370)

 

(79,316)

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

Net Cash (Used) by Investing Activities

 

-

 

-

 

-

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

    Advances – related party

 

250

 

370

 

79,316

Net Cash Provided by Financing Activities

 

250

 

370

 

79,316

 

 

 

 

 

 

 

Net Increase in Cash

 

-

 

-

 

-

 

 

 

 

 

 

 

Cash at Beginning of the Period

 

-

 

-

 

-

 

 

 

 

 

 

 

Cash at End of the Period

$

-

$

-

$

-

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Interest

$

-

$

-

$

-

Income taxes

$

-

$

-

$

-


Supplemental Schedule of Non-Cash Investing and Financing Activities:


For the three months ended March 31, 2012:

None


For the three months ended March 31, 2011:

None


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



7




HEAVENLY HOT DOGS, INC.

[A Development Stage Company]


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization – Heavenly Hot Dogs, Inc. (“the Company”) was organized under the laws of the State of Delaware on April 2, 1987.  In June 2000, the Company changed its domicile from Delaware to Nevada.  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. on July 1, 2002. In March 2003, the Company rescinded the acquisition of Trapper’s Pizza, Inc. The Company currently has no ongoing operations and is considered to be a development stage company as defined by Accounting Standards Codification (ASC) Topic No. 915.


Condensed Financial Statements – The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2012 and 2011 and for the periods then ended have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America 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, 2011 audited financial statements. The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full year.


NOTE 2 - RELATED PARTY TRANSACTIONS


Management Compensation – The Company did not pay any compensation to its officers and directors during the periods ended March 31, 2012 and 2011.


Office Space -  The Company has not had to rent office space.  Our transfer agent, Action Stock Transfer, is allowing the Company to use its address as the Company’s mailing address, as needed, at no cost to the Company.


Advances Payable – The Company received advances of $250 during the period ended March 31, 2012 and $370 for the same period in 2011.  A total of $79,316 and $79,066 was owed at March 31, 2012 and December 31, 2011, respectively, by the Company for advances.  These funds are due and payable upon demand and accrue interest at 6% per annum. Accrued interest at March 31, 2012 and December 30, 2011 was $17,965 and $16,775, respectively.


NOTE 3 – GOING CONCERN


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted 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 re-entering into a new development stage on January 1, 1991.  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.




8




HEAVENLY HOT DOGS, INC.

[A Development Stage Company]


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 4 – LOSS PER SHARE


The following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the periods ended March 31, 2012 and 2011:


 

 

For the Three Months

Ended March 31,

 

 

2012

 

2011

Loss from continuing operations available

to common stockholders (numerator)

$

(4,440)

$

(4,372)

 

 

 

 

 

Weighted average number of common

shares outstanding  used in loss per share

during the period (denominator)

 

749,350

 

749,350


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


NOTE 5 – SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there were no items to report.




9




ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENT NOTICE


This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.


PLAN OF OPERATION


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


The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’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 stockholders’ equity since re-entering of development stage. The Company anticipates that it needs fifteen to twenty thousand dollars for the next twelve months to cover its reporting obligations. The Company’s balance sheet as of March 31, 2012, reflects total assets of $0. 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 business plan 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, 2012 through March 31, 2012, 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.


The Company had a net loss of $4,440 for the three months ended March 31, 2012 as compared to a loss of $4,372 for the three months ended March 31, 2011. The losses for both periods are comprised of legal, accounting, professional and interest expenses required to perform its reporting obligations.


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.


The Company received advances of $250 during the three months ended March 31, 2012 and $370 for the same period in 2011.  A total of $79,316 is now owed by the Company for advances.  These funds are due and payable upon demand and have a stated interest rate of 6%. Accrued interest at March 31, 2012 is $17,965.



10






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 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not required by smaller reporting companies.


ITEM 4.  CONTROLS AND PROCEDURES.


Evaluation of Disclosure Controls and Procedures


Our principal executive officer and principal financial officer (one person) has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial officer.


Changes in Internal Control over Financial Reporting


There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.


No legal proceedings are threatened or pending against Heavenly Hot Dogs, Inc., or any of our officers or directors.  Further, none of our officers, directors or affiliates are parties against Heavenly Hot Dogs, Inc., or have any material interests in actions that are adverse to our own.




11




ITEM 1A. RISK FACTORS


The Company’s business is subject to numerous risk factors, including the following.


The Company has had very limited operating history and no revenues or earnings from operations. The Company has no significant assets or financial resources. The Company will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in the Company incurring a net operating loss which will increase continuously until the Company can consummate a business combination with a target company. There is no assurance that the Company can identify such a target company and consummate such a business combination.


Our proposed business plan is speculative in nature.  The success of the Company’s proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While management will prefer business combinations with entities having established operating histories, there can be no assurance that the Company will be successful in locating candidates meeting such criteria. In the event the Company completes a business combination, of which there can be no assurance, the success of the Company’s operations will be dependent upon management of the target company and numerous other factors beyond the Company’s control.


The Company is and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete with numerous other small public companies in seeking merger or acquisition candidates.


The Company has no current arrangement, agreement or understanding with respect to engaging in a merger with or acquisition of a specific business entity. There can be no assurance that the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. Management has not identified any particular industry or specific business within an industry for evaluation by the Company. There is no assurance that the Company will be able to negotiate a business combination on terms favorable to the Company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which it will require a target company to have achieved, or without which the Company would not consider a business combination with such business entity. Accordingly, the Company may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics.


Our management has limited time to devote to our business.  While seeking a business combination, management anticipates devoting only a limited amount of time per month to the business of the Company. The Company’s sole officer has not entered into a written employment agreement with the Company and he is not expected to do so in the foreseeable future. The Company has not obtained key man life insurance on its officer and director. Notwithstanding the combined limited experience and time commitment of management, loss of the services of this individual would adversely affect development of the Company’s business and its likelihood of continuing operations.


The Company’s officer and director participates in other business ventures which may compete directly with the Company. Additional conflicts of interest and non-arms length transactions may also arise in the future.  Management has adopted a policy that the Company will not seek a merger with, or acquisition of, any entity in which any member of management serves as an officer, director or partner, or in which they or their family members own or hold any ownership interest.


Reporting requirements may delay or preclude an acquisition.  Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) requires companies subject thereto to provide certain information about significant acquisitions including certified financial statements for the company acquired covering one or two years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.


The Company has neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. Even in the event demand exists for a merger or acquisition of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.




12




The Company’s proposed operations, even if successful, will in all likelihood result in the Company engaging in a business combination with only one business entity. Consequently, the Company’s activities will be limited to those engaged in by the business entity which the Company merges with or acquires. The Company’s inability to diversify its activities into a number of areas may subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.


Potential for being classified an Investment Company.  Although the Company will be subject to regulation under the Exchange Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as the Company will not be engaged in the business of investing or trading in securities. In the event the Company engages in business combinations which result in the Company holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act of 1940. In such event, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act could subject the Company to material adverse consequences.


A business combination involving the issuance of the Company’s common stock will, in all likelihood, result in shareholders of a target company obtaining a controlling interest in the Company. Any such business combination may require shareholders of the Company to sell or transfer all or a portion of the Company’s common stock held by them. The resulting change in control of the Company will likely result in removal of the present officer and director of the Company and a corresponding reduction in or elimination of his participation in the future affairs of the Company.  Currently, there are no pending acquisitions, business combinations or mergers.


The Company’s primary plan of operation is based upon a business combination with a business entity which, in all likelihood, will result in the Company issuing securities to shareholders of such business entity. The issuance of previously authorized and unissued common stock of the Company would result in reduction in percentage of shares owned by the present shareholders of the Company and would most likely result in a change in control or management of the Company.


Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target company; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.


Management of the Company will request that any potential business opportunity provide audited financial statements. One or more attractive business opportunities may choose to forego the possibility of a business combination with the Company rather than incur the expenses associated with preparing audited financial statements. In such case, the Company may choose to obtain certain assurances as to the target company’s assets, liabilities, revenues and expenses prior to consummating a business combination, with further assurances that audited financial statements would be provided after closing of such a transaction.  Closing documents relative thereto may include representations that the audited financial statements will not materially differ from the representations included in such closing documents.


Our stock will become subject to the Penny Stock rules, which impose significant restrictions on the Broker-Dealers and may affect the resale of our stock.   Our stock will become subject to Penny Stock trading rules, and investors will experience resale restrictions and a lack of liquidity. A penny stock is generally a stock that:


·

is not listed on a national securities exchange or Nasdaq;


·

is listed in “pink sheets” or on the OTC Bulletin Board;


·

has a price per share of less than $5.00; and


·

is issued by a company with net tangible assets less than $5 million.




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The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including:


·

determination of the purchaser’s investment suitability;


·

delivery of certain information and disclosures to the purchaser; and


·

receipt of a specific purchase agreement from the purchaser prior to effecting the purchase transaction.


Due to the Penny Stock rules, many broker-dealers will not effect transactions in penny stocks except on an unsolicited basis.  When our common stock becomes subject to the penny stock trading rules,


·

such rules may materially limit or restrict the ability to resell our common stock, and


·

the liquidity typically associated with other publicly traded equity securities may not exist.


It is possible that a liquid market for our stock will never develop and you will not be able to sell your stock.  There is no assurance a market will be made in our stock.  If no market exists, you will not be able to sell your shares publicly, making your investment of little or no value.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


The Company did not sell or issue any securities during the period covered by this report.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.


None


ITEM 4.   MINE SAFETY DISCLOSURES


None

 


ITEM 5.   OTHER INFORMATION.


None


ITEM 6.   EXHIBITS.


(a)  Exhibits


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


Exhibit

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

101.INS

XBRL Instance Document**

Attached

101.SCH

XBRL Taxonomy Extension Schema Document**

Attached

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document**

Attached

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document**

Attached

101.LAB

XBRL Taxonomy Extension Label Linkbase Document**

Attached

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document**

Attached


(b)  Reports on Form 8-K


None



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*

The Exhibit attached to this Form 10-Q shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.


**

XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.








SIGNATURES


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


HEAVENLY HOT DOGS, INC.


   

Date: May 9, 2012

By: /s/ Elwood Shepard

Elwood Shepard, President



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