UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

Amendment No. 2

———————

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: September 30, 2008
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.)

360 Main Street

Washington, VA 22747

(Address of Principal Executive Office) (Zip Code)

540-675-3149

(Registrant’s telephone number, including area code)

16970 Dallas Parkway, Suite 402, Dallas, Texas  75248

(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 Act).					x	Yes	¨	No
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 November 30, 2008.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

HUDSON’S GRILL INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

	ASSETS
			Sept 30, 2008		December 31, 2007
Current assets:			(Unaudited)
	Assets of discontinued operations		0		1,279,439
	Total current assets		0		1,279,439
	Assets of discontinued operations, non-current		0		1,430
	TOTAL ASSETS	$	0	$	1,280,869
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
	Accounts payable and accrued expenses	$	1,696 0 0	$	0 142,449 1,132,131
	Liabilities of discontinued operations, related parties
	Liabilities of discontinued operations
	Total current liabilities		1,696		1,274,580
Stockholders’ equity (deficit)
	Common stock, Class A, no par value,
	100,000,000 shares, authorized 10,388,986
	shares issued and outstanding at
	September 30, 2008 and 7,643,986 issued and  outstanding at December 31, 2007		402,678		179,955
	Common stock, Class B, no par value,
	15,000,000 shares authorized, no shares
	issued and outstanding		0		0
	Accumulated deficit		(404,374)		(173,666)
	Total stockholders’ equity (deficit)		(1,696)		6,289
	TOTAL LIABILITIES AND
	STOCKHOLDERS’ EQUITY (DEFICIT)	$	0	$	1,280,869

HUDSON’S GRILL INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended              Nine Months Ended
		Sept 30, 2008	Sept 30 2007	Sept 30 2008	Sept 30 2007
Revenues:		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
	Franchise fees	$0	$0	$0	$0
	Total revenues	0	0	0	0
Operating costs:
	General and administrative	1,696	0	1,696	0
	Total operating expenses	1,696	0	1,696	0
	Loss from continuing operations	(1,696)	0	(1,696)	0
Discontinued operations
Loss on discontinued operations		(23,757)	(18,459)	(75,316)	(68,208)
Loss on disposal of operations		0	0	(153,696)	0
Total loss on discontinued operations		(23,757)	(18,459)	(229,012)	(68,208)
Net loss		$(25,453)	$(18,459)	$(230,708)	$(68,208)
Net income (loss) per share –basic and diluted
Continuing operations		$(0.00)	$(0.00)	$ (0.00)	$(0.00)
Discontinued operations		$(0.00)	$(0.00)	$(0.03)	$(0.01)
Net loss per share		$(0.00)	$(0.00)	$(0.03)	$(0.01)
Weighted average
Outstanding shares
Basic and diluted		9,511,208	7,643,986	8,266,393	7,643,986

HUDSON’S GRILL INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Nine Months Ended September 30,
		2008	2007
		(Unaudited)	(Unaudited)
Cash Flows From Operating Activities
Net loss	$	(230,708)	$	(68,208)
Adjustments to reconcile net loss to net cash
Provided by (used in) operating activities:
Amortization of loan origination costs		5,386		1,428
Loss on disposal of operations		153,696
Depreciation		526		24,405
Professional fees paid with stock		26,000		0
Changes in operating assets and liabilities
Accounts receivable		1,883		3,663
Other current assets		(982)		(1,491)
Accounts payable and accrued expenses		2,162		2,058
Accounts payable to related parties		56,758		39,363
Net cash provided by operating activities		14,721		1,218
Cash Flows from Investing Activities
Cash divested in sale transaction		(20,000)
Cash Flows From Financing Activities
Proceeds of issuance of notes payable		0		2,629
Net cash provided by financing activities		0		2,629
Net cash increase (decrease) for period		(5,279)		3,847
Cash at beginning of period		5,279		0
Cash at end of period	$	0	$	3,847
Non cash transactions:
Accrued compensation paid with stock	$	0	$	12,900
Cancellation of debt through building foreclosure and new $35,000 note payable	$	1,110,362	$	0

See note 2 for discussion of non-cash sale of all assets and liabilities of the Company.

HUDSON’S GRILL INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. UNAUDITED INFORMATION

                  The Company is filing this amended Form 10Q/A as the prior filing for the Company’s three and nine-month periods ended September 30, 2008 had not been reviewed by the Company’s independent registered public accounting firm.

      The consolidated balance sheet of Hudson’s Grill International, Inc. (the “Company”) as of September 30, 2008, and the consolidated statements of  operations for the three and nine month periods ended September 30, 2008  and 2007, 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 September 30, 2008, and the results of operations for the three and nine months ended September 30, 2008 and 2007.

      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, 2007.

2. DISCONTINUED OPERATIONS

In August, 2008 the Company entered into an Asset Purchase Agreement with Concept Franchising, LLC. Under this agreement the Company delivered 1,975,000 shares of the Company’s common stock and transferred all assets to Concepts Franchising, LLC in exchange for Concept’s assumption of all the liabilities of the Company.  Concept received assets of $61,704 and assumed $258,427 in liabilities resulting in an increase in stockholders equity of $196,723.

The results of discontinued operations after the Asset Purchase Agreement are as follows:

		Three Months Ended	Nine Months Ended
		Sept 30, 2008	Sept 30 2008
Revenues:		(Unaudited)	(Unaudited)
	Franchise fees	10,329	126,467
	Total revenues	10,329	126,467
Expenses:
	Total expenses	34,086	201,783
	Loss from discontinued operations	(23,757)	(75,316)

On June 9, 2006, HGI-Oshkosh LLC ("HGIO"), a Texas limited liability company and wholly owned subsidiary of the Company, purchased a building and land in Oshkosh, Wisconsin, for $1,115,000. It also purchased furniture and equipment for $114,927, which was used to finish out the building as a Hudson's Grill. HGIO borrowed $1,075,000 on a twenty year note from the Upper Peninsula State Bank in Escanaba, Michigan, and $50,000 from the Company, to buy the building, land, furniture and equipment; the Company borrowed the $50,000 that it loaned to HGIO from Border City Ale House, Inc. ("BCAH"), a company owned by Anthony B. Duncan, one of the Company's directors. HGIO leased the building, land, furniture and equipment to two franchisees, but each one failed, and the property became vacant in August 2007.

Effective November 1, 2007, pursuant to a forbearance agreement, the monthly payments were reduced; however, the bank had the power to file a deed in lieu of foreclosure at the earlier of July 1, 2008, or a default on the forbearance agreement by the Company. In May 2008, the Company defaulted on the forbearance agreement, and the bank exercised its right to file the deed on May 14, 2008. The bank now has title to the real property and all of the Company's personal property that was situated on the premises. Subsequent to the transfer of the property to the bank, the bank has agreed to accept $35,000 for a complete release of any remaining liability. The $35,000 was to be paid when the Company reorganizes and is not interest bearing as a result of the short time frame.

The Company was paying interest only on the BCAH note. The unpaid balance of the BCAH note was due on May 23, 2008, but it has been extended without any definite due date by the note holder, based on the cash flow of the Company.

The BCAH note was classified as a current liability as "Note payable, related party" since it was due. The bank note was classified as a current liability as "Liabilities from discontinued operations" since the note secured the land and building that was for sale. Pursuant to EITF Issue Number 87-24, the Company has allocated all of the interest on the bank note to the discontinued operations because the proceeds from the loan were used solely to purchase the building and land, and, except for the remaining $35,000 owed to the bank, the loan was paid off when the building and land were transferred to the bank.

The operations of the Company related to its ownership of the building and land have been accounted for as discontinued operations under generally accepted accounting principles, and therefore, the results of operations related to the building and land have been reflected separately from the Company's results from continuing operations for all periods presented in the accompanying financial statements. The discontinued operations were disposed of as May 14, 2008, pursuant to the bank's exercise of its right to file a deed in lieu of foreclosure; subsequently, HGIO filed for bankruptcy liquidation under chapter 7 of the bankruptcy code on June 27, 2008. The Company wrote off all of its assets associated with the discontinued operations, which were $1,229,058, and, except for the remaining $35,000 owed to the bank, it wrote off all of its liabilities associated with the discontinued operations, which amounted to writing off $1,075,362. Thus, there was a loss on the disposal of the discontinued operations of $153,696.

3. 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.

4. RELATED PARTY TRANSACTION

During the quarter the Company issued 500,000 shares of common stock to Robert W. Fischer (“Fischer”),  Fischer shares were issued to pay professional fees. The value of shares was determined using the price per share of $ .028 per share which Belmont Partners, LLC was paying to purchase control of the Company. Additionally, 270,000 shares of common stock were issued to Roy Millender, in satisfaction of a $12,000 liability.  

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 its subsidiary 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.  

Purchase of Control Stock

On August 11, 2008, Belmont Partners, LLC purchased 5,300,770 shares of common stock from several shareholders giving Belmont Partners, LLC a control share of Hudson’s Grill International, Inc.  Since August 11, 2008 there have been no operations.  Subsequent to the purchase of all assets of Hudson’s Grill International, Inc., the balance sheet accounts are zero or minimal compared to the prior quarter June 30, 2008 and prior year end.  

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 new 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 September 30, 2008, 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 2007 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

The change in management during the quarter ending September 30, 2008 will not have a material affect on our internal control over financial reporting as there are no operations at this time.

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.

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 Joseph Meuse 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 Joseph Meuse 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: December 17, 2008	By:	/s/ Joseph Meuse
		Joseph Meuse
		President and Chief Executive Officer