SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
Commission file number 0-13642
HUDSON'S GRILL OF AMERICA, INC.
(Name of small business issuer in its charter)
California
(State or other jurisdiction of incorporation)
95-3477313
(IRS Employer Identification Number)
16970 Dallas Parkway, Suite 402, Dallas, Texas 75248
(Address of Principal Executive Offices)
Issuer's telephone number, including area code:
(214) 931-9743
PAGE
<PAGE>
Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of
the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes No
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. 6,056,986
PAGE
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
HUDSON'S GRILL OF AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, 1995 and January 1, 1995
March 31, January 1,
1995 1995
ASSETS
Current assets:
Cash and cash equivalents $ 48,389 $ 92,750
Accounts receivable, no allowance
for doubtful accounts considered
necessary 54,749 44,098
Current portion of notes and lease
receivable 371,442 203,005
Prepaid expenses and other 30,478 14,871
Total current assets 505,058 354,724
Property and equipment, at cost:
Leasehold improvements 662,879 933,250
Restaurant equipment 480,933 772,812
Furniture and fixtures 196,052 297,266
Total property and equipment 1,339,864 2,003,328
Less accumulated depreciation
and amortization (1,162,186) (1,481,435)
Property and equipment-net 177,678 521,893
Long term portion of notes
and lease receivable 1,985,610 1,836,679
Liquor licenses-net of
accumulated amortization
of $50,313 and $60,785
respectively 173,302 243,138
Other assets 54,513 74,144
Total assets $ 2,896,161 $ 3,030,578
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, 1995 and January 1, 1995
March 31, January 1,
1995 1995
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt$ 109,695 $ 126,684
Accounts payable 104,172 54,309
Accrued liabilities 96,211 110,466
Total current liabilities 310,078 391,459
Long-term debt 1,204,729 1,238,187
Other long-term liabilities 483,183 523,436
Deferred income 328,182 348,782
Commitments and contingencies
(Note 4)
Shareholders' equity:
Preferred stock, 1,000,000
shares authorized, none
issued or outstanding
Common stock, no par value
10,000,000 shares authorized
6,056,986 shares issued and
outstanding 4,456,457 4,456,457
Accumulated deficit (3,886,468) (3,927,743)
Total shareholders' equity 569,989 528,714
Total liabilities and
and shareholders' equity $2,896,161 $3,030,578
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended
March 31, 1995 and March 31, 1994
March 31, March 31,
1995 1994
Franchise revenue $ 88,877 $ 22,947
Capital lease income 21,325
Joint venture revenues - and
equipment lease income 57,319 98,749
167,521 121,696
Costs and expenses:
Restaurant operations - net 24,094 1,510
General and administrative 84,615 114,861
Depreciation and amortization 26,222 107,120
Franchise expense 5,000
134,931 228,491
Income (loss) from operations 32,590 (106,795)
Interest expense (27,983) (73,329)
Dividend and interest income 48,022 25,111
Loss on sale of assets (11,352)
Net income (loss) before
provision for income taxes 41,277 (155,013)
Provision for income taxes -0- -0-
Net income (loss) 41,277 (155,013)
Net income (loss) attributable to
common shares 41,277 (155,013)
Net income (loss) common share $ .005 $ (.02)
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
For the three months ended
March 31, 1995 and March 31, 1994
March 31, March 31,
1995 1994
Cash flows from operating
activities:
Net income (loss) $ 41,277 $(155,013)
Adjustment to reconcile income
to net cash flows from operating
activities:
Depreciation and amortization 26,222 107,120
Amortization of deferred income (21,325)
Loss on sale of assets 11,352
Other non-cash items (8,445)
Net cash provided by (used for)
changes in assets and liabilities:
Accounts receivable (6,604) 222,757
Inventories 86,052
Prepaid expenses and other (15,606) 49,746
Notes receivable (49,374)
Accounts payable (6,194) (459,287)
Accrued and other liabilities 367 (258,383)
Net cash flows from operating
activities: (28,330) (407,008)
Cash flows from investing activities:
Note receivable principal payments 7,840
Payments on lease receivables 35,077
Refund of other assets 2,218
Note receivable increase - net (915,105)
Net cash flows from investing
activities: 45,135 (915,105)
Net cash flows from financing
activities:
Repayment of long term debt (48,394)
Notes payable change - net 44,689
Repayment of long term
liabilities (12,772)
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)
For the three months ended
March 31, 1995 and March 31, 1994
March 31, March 31,
1995 1994
Net cash flows from financing
activities: (61,166) 44,689
Net increase (decrease) in cash (44,361) (1,277,424)
Cash at beginning of period 92,750 1,294,602
Cash at end of period $ 48,389 $ 17,178
Supplemental cash flow
information:
Interest paid $ 27,616 $ 22,757
Income taxes paid $ 800 $
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Hudson's Grill of America, Inc. (the "Company")
franchises and previously owned and operated full-service
restaurants, primarily in Southern California and Texas.
As of March 31, 1995, the Company has franchised fourteen
restaurants. Additionally, they own four restaurants, all
of which are held for sale. (See Notes 2 and 8).
The consolidated financial statements include the
Company and its wholly-owned subsidiaries, Equipco, Inc.
and Hudson's Grill of Whittier, Inc. All significant
intercompany balances and transactions have been
eliminated in consolidation.
Management is in the process of attempting to sell
and franchise the Company's restaurants and believes that
these and other cost cutting actions will assist the
Company in meeting its cash flow requirements over the
next twelve months.
Restaurants Held for Sale
As of March 31, 1995, restaurants held for sale are
operated under formal and informal joint venture
agreements with prospective purchasers except for its
Whittier location. The Company has ceased recording
operating revenues and expenses on these joint ventured
locations, but records joint venture and equipment rental
fees (see Note 8). The Company has recorded the net
operating expense of the Whittier location. Gross
revenues and expenses for the three months ended March 31,
1995 were:
Gross revenue $ 120,748
Cost of sales and
operating expense 144,842
Restaurant operations - net $ (24,094)
Management has evaluated the remaining net assets and
believes the carrying values do not exceed the net
realizable values of those assets.
Cash and Cash Equivalents
Cash and cash equivalents for purposes of the
statement of cash flows consist of cash and short-term
investments purchased with an original maturity of three
months or less.
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONT'D)
Non-current Assets
Depreciation of property and equipment is recognized
using the straight-line method over the estimated lives of
the assets
(generally five to seven years).
Amortization of leaseholds is recognized using the
straight-line method over the shorter of the initial term
of the respective lease or the service life of the leased
asset.
Goodwill was recorded as the difference between the
purchase price and the fair value of net assets acquired
upon purchase of the initial restaurants, and was
amortized on the straight-line method over forty years.
The Company charged against income a total of
approximately $3,500,000 of the remaining goodwill
balances during the years ended January 1, 1995 and
January 2, 1994 in connection with the sales and closures
of the related restaurants and the restructuring of the
related acquisition debt. All goodwill had been
eliminated as of January 1, 1995.
Liquor licenses are recorded at cost and are
amortized over ten years.
Income Taxes
In the fiscal year beginning January 4, 1993, the
Company adopted Statement of Financial Accounting Standard
(SFAS) No. 109, "Accounting for Income Taxes". Adoption
of the new statement did not have a material effect on the
Company's financial statements.
Pursuant to SFAS No. 109, income taxes are provided
for the tax effects of transactions reported in the
financial statements and consist of taxes currently due
plus deferred taxes related primarily to differences
between the financial and income tax reporting bases of
assets and liabilities. The deferred tax assets and
liabilities represent the future tax return consequences
of those differences, which will either be taxable or
deductible when the assets and liabilities are recovered
or settled.
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONT'D)
Income (loss) per share
Income per common share is computed based upon the
weighted average number of common and common equivalent
shares (unless the effect of the common equivalent shares
is antidilutive) outstanding during the year. Common
stock equivalents consist of outstanding stock options and
warrants. Common stock equivalents are assumed to be
exercised with the related proceeds used to repurchase
outstanding shares except when the effect would be
antidilutive.
The weighted average number of shares outstanding
used in the income (loss) per share computation was
8,845,589 for the three months ended March 31, 1995 and
8,845,589 for the three months ended March 31, 1994.
2. FRANCHISE ACTIVITIES
In 1991, the Company commenced franchising its
Hudson's Grill concept. Under the terms of the standard
franchise agreement, the franchisees are obligated to pay
the Company an initial franchise fee of $25,000, and a
weekly continuing royalty fee of 4% of gross restaurant
revenues, and must spend 3% of gross sales on approved
advertising, including a weekly 1% marketing fee
contributed to the Company's marketing fund. The Company
is obligated to provide initial training, continuing
management assistance, administration of advertising and
sales promotion programs and establishment and monitoring
of a marketing fund. Franchising revenues consisted of:
Three months Three months
ended ended
March 31, 1995 March 31, 1994
Initial franchise revenues $ 49,374 $
Continuing franchise
revenues 39,503 22,947
Total franchise revenues $ 88,877 $ 22,947
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
3. NOTES AND LEASES RECEIVABLE
At January 1, 1995 the Company has a $1,199,114 note
receivable from its Texas franchisee. A principal
shareholder of the Company owns an interest in this entity
and Travis L. Bryant (see Note 5) owned an interest in
this entity until 1994. Monthly payments of $7,994,
interest only through August 1995 and then monthly
payments of principal and interest in the amount of
$14,549 are required at a rate of 8% per year for ten
years. The last payment will consist of all remaining
principal and accrued interest due at that time. The note
is collateralized by restaurant equipment and
improvements. In addition, an offset agreement exists in
which the Company can offset any past due amounts on the
note against a note payable of $1,154,420 to Travis L.
Bryant. See Note 5.
In connection with the sale of restaurants in the
year ended January 2, 1994, the Company received a note
for $490,000 with annual installments totalling $86,667,
over four years with the balance due in the fifth year,
plus interest at prime plus 2%. The balance of the note
at January 1, 1995 and at March 31, 1995 was $316,667.
In connection with the sale of a restaurant in the
year ended January 1, 1995, the Company received a note
for $262,800. The note bears interest at a rate equal to
the greater of prime plus 2% or 9%, adjusted on a
quarterly basis. Payments of interest only are required
for one year, after which ninety-six monthly payments are
required in amounts necessary to amortize the remaining
principal balance of the note. The Company also
leased the restaurant equipment to the purchaser under a
ten year lease that has been classified as a sales-type
lease. The net carrying value of the lease receivable at
March 31, 1995 and January 1, 1995, is composed of the
following:
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
3. NOTES AND LEASE RECEIVABLE (CONT'D)
March 31, January 1,
1995 1995
Future lease payments due
in fiscal year ending:
December 31, 1995 $ 36,923 $ 48,000
December 29, 1996 48,000 48,000
January 4, 1998 48,000 48,000
January 3, 1999 48,000 48,000
January 2, 2000 48,000 48,000
Thereafter 224,308 224,308
Total 453,231 464,308
Less amount representing
unearned interest (231,969) (241,775)
$ 221,262 $ 222,533
In connection with the sale of two restaurants to a
single buyer which closed during the three months ended
March 31, 1995, the Company received notes in the amount
of $100,000. The notes bear interest at 7.5% and are
amortized over five years starting September 30, 1993 (the
date the purchase agreement was reached). The Company
also leased the restaurants' equipment to the purchaser
under two five year leases (beginning October 1, 1993)
that have been classified as sales-type leases. The net
carrying value of the lease receivables at March 31, 1995
is composed of the following:
March 31,
1995
Future lease payments due
fiscal year ending:
December 31, 1995 $ 72,000
December 29, 1996 96,000
January 4, 1998 96,000
January 3, 1999 72,000
Total 336,000
Less amount representing
unearned interest (87,909)
$ 248,091
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
4. COMMITMENTS AND CONTINGENT LIABILITIES
Most of the Company's restaurant buildings and
equipment are operated under noncancelable operating
leases. Terms of these leases extend from 3 to 25 years.
Certain leases are guaranteed by former directors. In
addition to amounts included below, the leases generally
provide that the Company pay taxes, maintenance, insurance
and certain other operating expenses applicable to the
leased property, plus a percentage of gross receipts in
excess of certain limits stated in the lease agreements.
As explained in Note 8, most of the Company's remaining
restaurants are operated by third parties under joint
venture agreements and the rental payments are being made
by those parties.
The following is a summary by years of future minimum
lease payments on the restaurant locations:
Fiscal Year Ending:
December 31, 1995 $ 532,200
December 29, 1996 528,714
January 4, 1998 500,496
January 3, 1999 500,496
January 2, 2000 500,496
Thereafter 6,558,148
Total minimum lease payments $9,120,550
The Company has assigned to the purchasers, the
leases on buildings for seven of the restaurants sold
prior to March 31, 1995. Under the terms of the leases,
the Company is secondarily liable for the lease payments
on these restaurants should the purchasers not fulfill
their responsibility under the leases. The future lease
payments for these restaurants total approximately
$6,134,312 at January 1, 1995 and March 31, 1995. In
addition, the Company may be secondarily liable under
other leases for restaurants sold in prior years.
Total rental expenses for operating leases was
$22,183 and $19,876 for the three months ended March 31,
1995, and March 31, 1994, respectively.
The Company is the defendant in a lawsuit filed by
two former employees. The Company believes the lawsuit is
without merit, but is presently unable to predict whether
it will result in a material loss to the Company.
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
5. LONG-TERM DEBT
Long-term debt at March 31, 1995 and January 1, 1995,
which is collateralized by substantially all of the assets
of the Company, is summarized as follows:
March 31, January 31,
1995 1995
Note payable to Travis L.
Bryant, a former director
of the Company and a former
part owner of the Company's
Texas franchisee, monthly
interest payments of $7,696
through November, 1995 and
monthly installments of
$14,006 including interest
at 8% through November, 2005.
(See below and Note 3.) $1,154,420 $1,154,420
Note payable to Corona Market
Partnership, due in monthly
installments of $5,327,
including interest of 8%
through June, 1997. 131,233 144,414
Note payable in monthly
principal installments of
$5,555, plus interest at prime
rate plus 2% (total of 10.5%
at January 1, 1995), due April
1995. 5,244 22,229
Note payable, due in monthly
installments of $1,435,
including interest at 12%,
through May 1996. 23,527 23,527
Note payable, due in monthly
installments of $6,793,
including interest at 7%,
through March 1995. 20,281
Total 1,314,424 1,364,871
Less current portion (109,695) (126,684)
Long-term debt $1,204,729 $1,238,187
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
5. LONG-TERM DEBT (CONT'D)
Principal payments due in the fiscal years subsequent
to January 1, 1995 are as follows:
Fiscal Year Ending:
December 31, 1995 $ 126,684
December 29, 1996 147,932
January 4, 1998 116,879
January 3, 1999 82,758
January 2, 2000 100,456
Thereafter 790,162
Total $1,364,871
No covenants of the debt agreements at January 1,
1995 are considered to be materially restrictive.
In the year ended January 1, 1995, Travis L. Bryant
formally agreed to reduce a $3,360,000 note payable to him
into a $1,300,000 note due in monthly installments as
described above. In addition, Bryant agreed to forgive
certain other amounts due him by the Company, which
totalled approximately $720,000. In connection with the
restructuring transaction, Bryant also received a warrant
to purchase 4,000,000 shares of the Company's common stock
at $.0625 per share anytime over the next ten years.
Consummation of the agreement was contingent on the
Company's performance of certain conditions, including the
loan of an additional amount to the Texas franchisee to
increase that note receivable from $300,000 to $1,300,000
(see Note 3) and the compromise and satisfaction of
certain liabilities due lessors of certain closed
restaurant locations (See Note 4). These conditions were
satisfied in the year ended January 1, 1995 and the debt
restructure was consummated.
6. INCOME TAXES
Deferred income taxes are provided for temporary
differences between income tax and financial reporting as
of March 31, 1995 and January 1, 1995 as follows:
March 31, January 1,
1995 1995
Deferred tax asset:
Depreciation $ 230,000 $ 230,000
Net operating loss 167,000 167,000
Accrued settlement 60,000 60,000
Valuation allowance (457,000) (457,000)
Total $ 0 $ 0
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
6. INCOME TAXES (CONT'D)
At January 1, 1995, and at March 31, 1995 the Company
had net operating loss and investment tax credit
carryforwards for Federal income tax purposes of $900,000
and $200,000, respectively. Use of these carryforwards
may be limited following issuance of the warrant described
in Note 5.
7. SHAREHOLDERS' EQUITY
The Company is authorized to issue 1,000,000 shares
of preferred stock with rights and preferences as
designated by the Board of Directors.
In connection with a transaction with another company
in 1991, the Company issued a warrant to acquire 100,000
shares of the Company's common stock at $1.00 per share,
which expires January 1, 1996.
In January 1994, in connection with a debt
restructuring agreement described in Note 5, the Company
issued warrants to Travis L. Bryant. The warrants are
exercisable for 4,000,000 shares of common stock at $.0625
per share and expire in ten years. The exercise price
approximated the market value of the stock at the time of
grant.
8. RESTAURANT SALES AND CLOSURES
During the year ended January 1, 1995, the company
sold one restaurant and recorded a deferred gain of
$348,782 on the sale, which has been recorded as a
liability as of January 1, 1995. The liability will be
amortized into income over the terms of the related note
and lease receivables (see Note 3).
On January 31, 1994, the company closed its Irvine
restaurant. In connection with this closure, a loss of
$460,000 was recorded at January 2, 1994 to write off
goodwill and estimate the settlement of lease obligations.
An additional $188,000 of losses related to the closure of
the Irvine restaurant have been recorded in the year ended
January 1, 1995.
<PAGE>
HUDSON'S GRILL OF AMERICA, INC.
Notes to Consolidated Financial Statements (Cont'd)
8. RESTAURANT SALES AND CLOSURES (CONT'D)
The Company is endeavoring to sell all remaining
restaurants and has granted purchase options for three of
the remaining restaurants owned. These purchase options
also include certain joint venture provisions, which began
in the second half of the year ended January 2, 1994,
whereby, the future purchasers operate the restaurants and
the Company receives a joint venturer's fee based on
sales, net of certain operating expenses.
In addition, certain joint venturer's have agreed to
lease in-store assets over the term of the joint venture
agreements, which expire upon sale of the restaurants.
Joint venture fees and the related lease income for the
three months ended March 31, 1995 and three months ended
March 31, 1994 were $57,319 and $111,785, respectively.
After the sale of the restaurants, revenue from the lease
of the store assets to the buyer is reported as capital
lease income. Capital lease income for the three months
ended March 31, 1995 and March 31, 1994 was $21,325 and $-
0-, respectively. Based on the option price provided in
these agreements, management does not anticipate recording
a loss on sale of these restaurants.
The Company has written down the carrying value of
the one remaining restaurant held for sale by
approximately $587,000 during the year ended January 1,
1995 due to diminished prospects for the sale of the
restaurant.
<PAGE>
Item 2. Management's Discussion and Analysis.
Net Sales
Franchise Revenue increased from $22,947 for the
quarter ended March 31, 1994 to $88,877 for the quarter
ended March 31, 1995. This change reflects the fact that
more restaurants are now being operated as franchised
units. Net joint venture revenue and equipment lease
income was $98,749 in the first quarter of 1994 and
decreased to $57,319 in the first quarter of 1995. During
this past year several of the Company's joint ventures
became franchises, and one became a subsidiary, and thus
franchise revenues increased while joint venture revenues
decreased. For the quarter ended March 31, 1995, the
Company had Capital Lease income of $21,325. This last
category is new in 1995. Net Sales which in 1994 was
$44,469, is no longer recorded.
Expenses
Net restaurant operating expenses were $24,094 for
the quarter ended March 31, 1995, compared to $1,510 for
the quarter ended March 31, 1994. This change is also
attributed to the fact that the Company quit operating
restaurants during the first quarter of 1994; instead its
expenses are now attributable to franchise activities and
joint venture operations.
General and administrative expenses for the quarter
ended March 31, 1995, were $86,615 compared to $114,861
for the quarter ended March 31, 1994. This decline is a
result of the Company's efforts to reduce overhead by
closing the California corporate office and the
elimination of administrative positions in 1994.
Depreciation declined in the first quarter of 1995 to
$26,222 from 1994's amount of $107,120. This is mostly
due to the sales of Company restaurants and writing off of
certain assets related to the Company's Whittier location.
Liquidity and Capital Resources
The Company had a working capital surplus of
approximately $194,980 as of March 31, 1995, as compared
to a deficit of $36,735 for January 1, 1995. The increase
is due mostly to an increase in the current portion of
notes and lease receivables that have resulted from recent
sales by the Company of its restaurant locations to
franchisees.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The registrant incorporates by reference its response
in its Form 10-KSB filed with the Securities and Exchange
Commission on April 14, 1995 (see Item 3 on page 5 of the
Form 10-KSB).
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit Index. Following are the exhibits required
under Item 601 of Regulation S-B for Form 10-QSB:
Item 601
Exhibit No. Description Page Number
(2) Plan of Acquisition, Reorgani-
zation, Arrangement, Liquida-
tion, or Succession n/a
(4) Instruments Defining the Rights
of Holders Including Indentures n/a
(6) No Exhibit Required. n/a
(11) Statement Re: Computation of
Per Share Earnings n/a <FN1>
(12) No Exhibit Required. n/a
(15) Letter on Unaudited Interim
Financial Information n/a <FN2>
(18) Letter on Change in Accounting
Principles n/a
(19) Previously Unfiled Documents n/a
(20) Reports Furnished to Security
Holders n/a
(23) Published Report Regarding
Matters Submitted to Vote n/a
(24) Consent of Experts and Counsel n/a
(25) Power of Attorney n/a
(27) Financial Data Schedule attached
(28) Additional Exhibits n/a
<PAGE>
<FN1> No explanation of the computation of per share
earnings on both the primary and fully diluted basis is
necessary because the computation can be clearly
determined from the financial statements.
<FN2> No reports on unaudited interim financial
information has been prepared by the Company's independent
accountants, and therefore, no letter is required from the
Company's independent accountants.
(b) Reports on Form 8-K. The following reports on Form
8-K were filed during the quarter ending March 31, 1994:
1. February 23, 1995. The Company reported that
two notes had been extended for twelve months; on one note
the Company was the maker and on the other note the
Company was the payee. These are the offsetting notes
that originated as part of the Travis Bryant transaction
in 1994. The Company also reported that its State and A
note was modified; that its Texas franchisee had opened a
new Hudson's restaurant; that a subsidiary had been formed
for its Whittier, California, location; and that it
completed its sale of its Westlake Village and Simi Valley
locations.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
(Registrant) HUDSON'S GRILL OF AMERICA, INC.
By: s/s David L. Osborn
David L. Osborn, President
Date: May 19, 1995
f\sec\950518.O01
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE
REGISTRANT'S QUARTERLY FINANCIAL STATEMENTS AND IS QUALIFIED
IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 48,389
<SECURITIES> 0
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0
0
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</TABLE>
