-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ItnRve5J/2JAPrTZAQdR75P/dJ+tk0pXplI0kyXn7dTIFkTMeot2WtzBOSJF2mdV Tk583N4ZKanOe7R3OEhd7Q== 0001096906-10-000547.txt : 20100505 0001096906-10-000547.hdr.sgml : 20100505 20100505102516 ACCESSION NUMBER: 0001096906-10-000547 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100505 DATE AS OF CHANGE: 20100505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSONS GRILL INTERNATIONAL INC CENTRAL INDEX KEY: 0001104254 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 752738727 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-94797 FILM NUMBER: 10799900 BUSINESS ADDRESS: STREET 1: 360 MAIN STREET CITY: WASHINGTON STATE: VA ZIP: 22747 BUSINESS PHONE: 540-675-6276 MAIL ADDRESS: STREET 1: 360 MAIN STREET CITY: WASHINGTON STATE: VA ZIP: 22747 10-Q 1 hudsons10q.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 10-Q -------------- {x} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2010 or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: _____________ to _____________ -------------- HUDSON'S GRILL INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) -------------- Texas 333-94797 75-2738727 - ----------------------------- -------------------- ---------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 27 Chicora Ave Toronto, ON, M5R 1T7 (Address of Principal Executive Office) (Zip Code) 416-928-3095 (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 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. (Check one): Large accelerated filer [_]Accelerated filer [_]Non-accelerated filer [_] Small reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [X] Yes [_] No Act). State the number of shares of outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 10,388,986 shares of Class A Common Stock outstanding as of April 30, 2009. 1 PART I - FINANCIAL INFORMATION Item 1. Financial Statements - ----------------------------- Page -------- Consolidated Balance Sheets at March 31, 2010 and December 31, 2009.......................................... F-2 Consolidtated Statements of Operations for the three-months ended March 31, 2010 and from August 11, 2008 (development stage) through March 31, 2010................ F-3 Consolidated Statements of Cash Flows for the three-months ended March 31, 2010 and from August 11, 2008 (development stage) through March 31, 2010................ F-4 Notes to Financial Statements.................................... F-5 F-1 HUDSON'S GRILL INTERNATIONAL, INC. Consolidated Balance Sheets March 31 December 31 2010 2009 ------------- ------------- (Unaudited) (Audited) Assets: Total assets $ -- $ -- ------------- ------------- Liabilities and Stockholders' Deficit: Current liabilities: Accounts payable and accrued liabilities $ 3,042 11,021 Note payable related party 36,638 25,437 ------------- ------------- Total current liabilities 39,680 36,458 ============= ============= Commitments and contingencies Stockholders' deficit: Common stock, no par value; 100,000,000 shares authorized, 10,388,986 shares issued and outstanding at December 31, 2009 and December 31, 2008 $ 402,678 $ 402,678 Common stock, Class B, no par value, 15,000,000 shares authorized, no shares issued and outstanding -- -- Accumulated deficit (444,858) (439,136) ------------- ------------- Total stockholders' deficit (42,180) (36,458) ------------- ------------- Total liabilities and stockholders' deficit $ -- $ -- ============= ============= The accompanying notes are an integral part of these financial statements F-2 HUDSON'S GRILL INTERNATIONAL, INC. Consolidated Statements of Operations August 11, 2008 (Development Stage) Three Months Ended Through March 31, March 31, 2010 2009 2010 ------------- ------------- ------------- Operating costs: General and administrative $ (5,722) $ (15,006) $ (41,157) ------------- ------------- ------------- Total (5,722) (15,006) (41,157) ------------- ------------- ------------- Net loss $ (5,722) $ (15,006) $ (41,157) ------------- ------------- ------------- Net loss per share - basic and diluted Net loss per share $ 0.00 $ 0.00 ------------- ------------- Weighted average outstanding shares Basic and diluted 10,388,986 10,388,986 ============= ============= The accompanying notes are an integral part of these financial statements F-3 HUDSON'S GRILL INTERNATIONAL, INC. Consolidated Statements of Cash Flows August 11, 2008 (Development Stage) Three Months Ended Through March 31, March 31, 2010 2009 2010 ------------- ------------- ------------- Cash flows from operating activities: Net loss $ (5,722) $ (15,006) $ (41,157) Items not involving cash: Amortization of loan costs -- -- -- Depreciation -- -- -- Loss on disposal of operations -- -- -- Professional fees paid with stock -- -- -- Changes in operating assets and liabilities Other current assets -- -- -- Accounts receivable -- -- -- Accounts payable and accrued expenses (5,479) (1,023) 4,519 Accounts payable to related parties -- -- -- ------------- ------------- ------------- Net cash provided by (used in) operating activities (11,201) (16,029) (36,638) ------------- ------------- ------------- Cash flows from investing activities: Cash divested in sale transaction -- -- -- ------------- ------------- ------------- Net cash used in investing activities -- -- -- ------------- ------------- ------------- Cash flows from financing activities: Note payable related party 11,201 16,029 36,638 ------------- ------------- ------------- Net cash provided by financing activities 11,201 16,029 36,638 ------------- ------------- ------------- Net change in cash -- -- -- Cash, beginning of period -- -- -- ------------- ------------- ------------- Cash, end of period $ -- $ -- $ -- ============= ============= ============= Supplemental disclosure of cash flow information: Non-cash transaction Cancellation of debt through building foreclosure and new $35,000 note payable $ -- $ 0 $ -- ============= ============= ============= Income taxes paid $ -- $ -- $ -- ============= ============= ============= Interest paid $ $ -- $ ============= ============= ============= The accompanying notes are an integral part of these financial statements F-4 HUDSON'S GRILL INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. UNAUDITED INFORMATION --------------------- The consolidated balance sheet of Hudson's Grill International, Inc. (the "Company") as of March 31, 2010 and the consolidated statements of operations for the three month period ended March 31, 2010 , have not been audited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of March 31, 2010, and the results of operations for the three months ended March 31, 2010. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company's consolidated financial statements as filed on Form 10-K for the year ended December 31, 2009. 2. PRINCIPLES OF CONSOLIDATION --------------------------- The consolidated financial statements include the accounts of Hudson's Grill International, Inc., and its subsidiary. Significant intercompany accounts and transactions have been eliminated in consolidation. 3. DEVELOPMENT STAGE COMPANY ------------------------- The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Company". The Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. The Company has elected a fiscal year ending on December 31. 4. EARNINGS PER SHARE ------------------ Basic earnings per share are calculated on the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares and common stock equivalents outstanding for the period. Common stock equivalents are excluded from the computation if such inclusion would have an anti-dilutive effect. 5. RELATED PARTY TRANSACTION ------------------------- A shareholder of the Company paid expenses in the quarter of $11,201. The Company currently has no agreement with the shareholder and the loan bears no interest and is due on demand. F-5 6. GOING CONCERN ------------- The Company will need working capital for its future planned activity, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining sufficient working capital to be successful in that effort. The management of the Company has developed a strategy, which it believes will accomplish this objective, through short term loans, and equity funding, which will enable the Company to operate for the coming year. In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the consolidated financial statements. F-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results - ------------------------------------------------------------------------------- of Operations - ------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND OTHER PORTIONS OF THIS REPORT CONTAIN FORWARD-LOOKING INFORMATION THAT INVOLVES RISKS AND UNCERTAINTIES, OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED BY THE FORWARD-LOOKING INFORMATION. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, AVAILABLILITY OF FINANCIAL RESOURCES FOR LONG TERM NEEDS, PRODUCT DEMAND, MARKET ACCEPTANCE AND OTHER FACTORS DISCUSSED ELSEWHERE IN THIS REPORT. THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT. Material changes in the consolidated financial condition of the Company and in the results of their operations since the end of its last fiscal year and their results from the comparable period in their last fiscal year including the following: The Company's current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern. The Company's need for capital may change dramatically because of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires. Asset Purchase Agreement The Company entered into an asset purchase agreement on August 11, 2008 with Concept Franchising, LLC. Concept Franchising, LLC purchased all of the assets ($61,704) and assumed all of the liabilities ($258,427) of Hudson's Grill International, Inc with the exception of the assets relating to the ability of Hudson's Grill International, Inc to exist as a corporation. This resulted in an increase in stockholders equity of $196,723. The Board of Directors of Hudson's Grill International met on August 8, 2008 and appointed Mr. Joseph J. Meuse as Director, President and Secretary of the Corporation. Following that appointment all other board members resigned. On December 22, 2009 the Board of Directors of the Company met and appointed Mr. David Roff as a Director. Following his appointment Mr. Joseph J. Meuse resigned as an officer and director of the Company. The Board of Directors appointed Mr. Roff as the President and CFO of the Company. 2 Plan of Operation The Company's current purpose is to seek, investigate and, if such investigation warrants, merge or acquire an interest in business opportunities presented to it by persons or companies who or which desire to seek the perceived advantages of a Securities Exchange Act of 1934 registered corporation. As of the date of this registration statement, the Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition, and neither the Company's officer and director nor any promoter and affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or acquisition between the Company and such other company. Item 4T. Controls and Procedures. The Company maintains "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended (the "Exchange Act"), that are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The management of the Company has designed and evaluated the Company's disclosure controls and procedures. Management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The Company's management, including its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of March 31, 2009, and concluded that the disclosure controls and procedures were not effective, because certain deficiencies involving internal controls constituted a material weakness as disclosed in the Company's 2008 Form 10K. The material weaknesses identified did not result in the restatement of any previously reported consolidated financial statements or any other related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company's financial statements for the current reporting period. CHANGE IN INTERNAL CONTROL OVER FINANCIAL REPORTING None. PART II - OTHER INFORMATION Item 1. Legal Proceedings. We are currently not a party to any pending legal proceedings and no such actions by, or to the best of our knowledge, against us have been threatened. Item 1A. Risk Factors IN ADDITION TO THE OTHER INFORMATION IN THIS REPORT, THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING OUR BUSINESS AND PROSPECTS, CONDITIONS EXIST WHICH CAUSE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred. 3 If the Company's management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company is common stock will become worthless and holders of the Company's common stock will receive a nominal distribution, if any, upon the Company's liquidation and dissolution. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits. Exhibit Number Exhibit Title 31.1 Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES In accordance with the requirements of Section Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Hudson's Grill International, Inc. Date: May 05, 2010 By: /s/ David Roff ------------------------------------- David Roff President and Chief Executive Officer 4 - -------------------------------------------------------------------------------- EX-31.1 2 hudsons10qexh311.txt ================================================================================ EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER I, David Roff, certify that: 1. I have reviewed this annual report on Form 10-Q of Hudson's Grill International, Inc.; 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 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. The registrant's registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 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 over financial reporting; and Date: May 5, 2010 /s/ "David Roff" David Roff Chief Executive Officer and Chief Financial Officer - -------------------------------------------------------------------------------- EX-32.1 3 hudsons10qexh321.txt ================================================================================ 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 Quarterly Report of Hudson's Grill International, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Periodic Report"), I, David Roff, Chief Executive 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: 1. the Periodic 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 Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 05, 2010 /s/ "David Roff" David Roff Chief Executive Officer and Chief Financial Officer - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----