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



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



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

7,256,986 shares of Class A Common Stock





Item 1. Financial Statements.

See the attached statements at the end of this Form 10-QSB.

Item 2. Management Discussion and Analysis or Plan of Operation.

Material changes in the financial condition of the registrant
and in the results of its operations since the end of its last
fiscal year and its results from the comparable period in its
last fiscal year include the following.

The registrant's cash decreased to $15,937 at March 31, 2002
("Q1") from $23,894 at December 31, 2001 ("FYE").
The registrant's accounts receivable decreased to $13,953 at Q1
from $22,313 at FYE. Its other assets at Q1 were about the same
when compared to FYE, except to the extent of additional depreciation
that was taken during the current year.

Accounts payable and accrued expenses decreased at Q1 to $47,283
from $54,204 at FYE. The accounts payable to related parties decreased
at Q1 to $93,252 from $99,612 at FYE. The registrant's other liabilities
at Q1 were about the same when compared to FYE. The decrease resulted
from debts being paid off from profits earned by the registrant
since FYE and from other cash flows.

Material changes in the results of operations of Q1 compared
to the first quarter of 2001 ("Q01") include the following.
Revenues decreased to $64,852 during Q1 from $77,467 during Q01
because of slower overall sales due to the economic downturn.
General and administrative increased slightly during Q1 to $73,360
from $71,663 during Q01 primarily due to legal expenses incurred
to complete a settlement with the registrant's former California
attorneys and legal expenses incurred to monitor the problem.
Consequently, income from operations decreased to a loss of ($10,191)
during Q1 from income of $4,121 during Q01. Settlement income
decreased during Q1 to $9,000 from $16,000 during Q01 because
the initial settlement payment in Q01 was larger than the scheduled
monthly payments. The registrant's other expenses during Q1 were
about the same when compared to Q01, and thus, its total other
income dropped to $11,903 during Q1 from $19,595 during Q01. As
a result, net income decreased from $23,716 in Q01 to net income
of $1,712 in Q1.

Income (loss) per common share (both basic and diluted) was
$0.00 for Q1 and $0.00 for Q01.

Changes in the registrant's liquidity and capital will depend
mostly on continuing royalty fees received from franchisees using
the registrant's trademark and restaurant concept. This in turn
will be reflective of the general economies in the areas where
Hudson's Grill restaurants are located. The registrant does not
currently plan to raise any capital or borrow funds to meet liquidity
needs, and thus, will rely solely on cash flows from operations.

The registrant is currently allocating most of its cash flow
to pay off accounts payable; it plans to continue to do so until
all of its past due debts are essentially paid off. This may take
the next several years to accomplish. The Company's cash balance
of $15,937 at March 31, 2002, was $7,957 less than at the year
ended December 31, 2001.

The registrant does not sustain much seasonal volatility in
revenues since its franchisees are dispersed geographically and
climactically. Additionally, it does not have any material commitments
for capital expenditures and doesn't plan any in the foreseeable
future.



Item 1. Legal Proceedings.

The registrant incorporates by reference its response in its
Form 10-KSB filed with the Securities and Exchange Commission
on March 29, 2002, and accepted by the Commission on March 29,
2002. Additionally, a trial was held in April 2002 involving the
Company's former parent and regarding a former Hudson's Grill
of America site left vacant at Lancaster, California. As of May
8, 2002, the court had not rendered a decision in that case. It
is anticipated that this will not have an impact on the financial
statements of the registrant.

Item 2. Changes in Securities.

There was an increase in securities and in the rights of the
holders of the registrant's securities during Q1. The directors
continued to receive each month options to purchase 10,000 shares
of the registrant's stock, exercisable at $.10 per share, and
the president continued to receive each month options for 50,000
shares. The president received options for 150,000 shares in Q1,
and the directors, as a group, received options for 60,000 shares
in Q1.

Item 3. Defaults Upon Senior Securities.

The registrant does not currently have any senior securities
outstanding. Consequently, there are no defaults on senior securities.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during
Q1.

Item 5. Other Information.

The registrant does not have any material new information that
has not already been disclosed in Forms 8-K, 10-QSB and 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:



|Exhibit No. | Description                                                                      | Page Number
|----------- | -------------------------------------------------------------------------------- | -----------
|            |                                                                                  |            
|(2)         | Plan of Acquisition, Reorganization, Arrangement, Liquidation,
    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/a1       
|(12)        | No Exhibit Required                                                              | n/a        
|(15)        | Letter on Unaudited Interim Financial Information                                | n/a2       
|(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                                                          | n/a        
|(28)        | Additional Exhibits                                                              | n/a        

1 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 and the notes to the financial statements.

2 No reports on unaudited interim financial information
have 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. No reports on Form 8-K were filed
during the quarter ending March 31, 2002, or shortly thereafter.



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 INTERNATIONAL, INC.

    By: s/s David L. Osborn

    David L. Osborn, President

    Date: May 15, 2002
| | -----------------------------------------------------------------------------------------------------------------------------------------

f\sec\o01.020331







|                                                                                                                                                                          | March 31,   |  | December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- |  | ------------
|                                                                                                                                                                          | 2002        |  | 2001        
|                                                                                                                                                                          | (Unaudited) |  |             
|**CURRENT ASSETS:**                                                                                                                                                       |             |  |             
|Cash                                                                                                                                                                      | $ 15,937    |  | $ 23,894    
|Accounts receivable                                                                                                                                                       | 13,953      |  | 22,313      
|Prepaid expenses and other                                                                                                                                                | 9,974       |  | 9,993       
|Total current assets                                                                                                                                                      | 39,864      |  | 56,200      
|                                                                                                                                                                          |             |  |             
|**PROPERTY AND EQUIPMENT**, at cost:                                                                                                                                      |             |  |             
|Furniture and office equipment                                                                                                                                            | 15,813      |  | 15,813      
|Restaurant furniture and equipment                                                                                                                                        | 23,416      |  | 23,416      
|Total property and equipment                                                                                                                                              | 39,229      |  | 39,229      
|Less accumulated depreciation                                                                                                                                             | (35,642)    |  | (33,959)    
|Property and equipment, net                                                                                                                                               | 3,587       |  | 5,270       
|                                                                                                                                                                          |             |  |             
|**LONG-TERM RECEIVABLE,** less current portion                                                                                                                            | 105,675     |  | 106,803     
|                                                                                                                                                                          |             |  |             
|Total assets                                                                                                                                                              | $ 149,126   |  | $ 168,273   
|                                                                                                                                                                          |             |  |             
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                    
|                                                                                                                                                                          |             |  |             
|**CURRENT LIABILITIES:**                                                                                                                                                  |             |  |             
|Line of credit                                                                                                                                                            | $ 13,706    |  | $ 14,299    
|Loans payable                                                                                                                                                             | 56,474      |  | 58,198      
|Accounts payable and accrued expenses                                                                                                                                     | 47,283      |  | 54,204      
|Accounts payable to related parties                                                                                                                                       | 93,252      |  | 99,612      
|Advances from related parties                                                                                                                                             | 10,890      |  | 12,290      
|Total current liabilities                                                                                                                                                 | 221,605     |  | 238,603     
|                                                                                                                                                                          |             |  |             
|**DEFERRED REVENUE**                                                                                                                                                      | 130,323     |  | 134,184     
|                                                                                                                                                                          |             |  |             
|**CONTINGENCIES**(Note 2 and 3)                                                                                                                                           |             |  |             
|                                                                                                                                                                          |             |  |             
|**STOCKHOLDERS' DEFICIT:**                                                                                                                                                |             |  |             
|Common stock, Class A, no par value, 100,000,000 shares authorized,
    7,256,986 shares issued and outstanding at March 31, 2002 and
    December 31, 2001, respectively | 142,545     |  | 142,545     
|Common stock, Class B, no par value, 15,000,000 shares authorized,
    no shares issued and outstanding                                                                   | -           |  | -           
|Additional paid-in capital                                                                                                                                                | -           |  | -           
|Accumulated deficit                                                                                                                                                       | (345,347)   |  | (347,059)   
|Total stockholders' deficit                                                                                                                                               | (202,802)   |  | (204,514)   
|                                                                                                                                                                          |             |  |             
|Total liabilities and stockholders' deficit                                                                                                                               | $ 149,126   |  | $ 168,273   







|                                                                                 | Three Months Ended
|-------------------------------------------------------------------------------- | ------------------
|                                                                                 | March 31,         
|                                                                                 | 2002              
|                                                                                 | (Unaudited)       
|                                                                                 |                   
|**REVENUE**                                                                      | $ 64,852          
|                                                                                 |                   
|**OPERATING COSTS:**                                                             |                   
|General and administrative                                                       | 73,360            
|Depreciation and amortization                                                    | 1,683             
|Total operating costs                                                            | 75,043            
|                                                                                 |                   
|Income (loss) from operations                                                    | (10,191)          
|                                                                                 |                   
|**OTHER INCOME (EXPENSE):**                                                      |                   
|Settlement income                                                                | 9,000             
|Income from sale of assets                                                       | 1,215             
|Interest income                                                                  | 2,926             
|Interest expense                                                                 | (1,238)           
|Total other income (expense)                                                     | 11,903            
|                                                                                 |                   
|**NET INCOME**                                                                   | $ 1,712           
|                                                                                 |                   
|**NET INCOME PER SHARE
    -**

    basic and diluted                            | *                 
|                                                                                 |                   
|**WEIGHTED AVERAGE COMMON**

    **SHARES OUTSTANDING -**

    basic and diluted | 7,256,986         
|                                                                                 |                   
|                                                                                 |                   
|                                                                                 |                   
|                                                                                 |                   
|                                                                                 |                   

*Less than $.01 per share







|                                                                                       | Three Months Ended
|-------------------------------------------------------------------------------------- | ------------------
|                                                                                       | March 31,         
|                                                                                       | 2002              
|                                                                                       | (Unaudited)       
|**CASH FLOWS FROM OPERATING
    ACTIVITIES:**                                          |                   
|Net income                                                                             | $ 1,712           
|Adjustments to reconcile net
    income to net cash used in

    operating activities: |                   
|Depreciation and amortization                                                          | 1,683             
|Amortization of deferred revenue                                                       | (3,861)           
|Changes in operating assets and
    liabilities:                                       |                   
|Accounts receivable                                                                    | 8,360             
|Prepaid expenses and other                                                             | 19                
|Accounts payable and accrued expenses                                                  | (6,921)           
|Accounts payable to related parties                                                    | (6,360)           
|                                                                                       |                   
|Net cash used in operating activities                                                  | (5,368)           
|                                                                                       |                   
|**CASH FLOWS FROM INVESTING
    ACTIVITIES -**                                         |                   
|Repayment of note receivable                                                           | 1,128             
|                                                                                       |                   
|**CASH FLOWS FROM FINANCING
    ACTIVITIES:**                                          |                   
|Repayments of advances from related
    parties                                        | (1,400)           
|Repayment of line of credit and
    notes payable                                      | (2,317)           
|                                                                                       |                   
|Net cash used in financing activities                                                  | (3,717)           
|                                                                                       |                   
|**NET INCREASE (DECREASE)
    IN CASH**                                                | (7,957)           
|                                                                                       |                   
|**CASH**, beginning of period                                                          | 23,894            
|                                                                                       |                   
|**CASH**, end of period                                                                | $ 15,937          
|                                                                                       |                   
|**SUPPLEMENTAL DISCLOSURES:**                                                          |                   
|Income taxes paid                                                                      | $ -               
|Interest paid                                                                          | $ 1,200           

**1. Unaudited Information**

The balance sheet of Hudson's
Grill International, Inc. (the "Company") as of March
31, 2002 and the statements of operations for the three-month
periods ended March 31, 2002 and 2001 were taken from the Company's
books and records without audit. However, in the opinion of management,
such information includes all adjustments (consisting only of
normal recurring accruals) which are necessary to properly reflect
the financial position of the Company as of March 31, 2002 and
the results of operations for the three months ended March 31,
2002 and 2001.

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
financial statements as filed on Form 10-KSB for the year ended
December 31, 2001.

**2. Continuing Operations**

The accompanying financial statements
have been prepared on a going concern basis, which contemplates
the realization of assets and liquidation of liabilities in the
normal course of business. The Company has a working capital deficit
of $181,741 and a stockholders' deficit of $202,802 as of March
31, 2002. These issues raise substantial doubt about the Company's
ability to continue as a going concern. Management of the Company
intends to continue to sell franchises in an attempt to improve
operating results. Management also intends to use excess profits
to pay down the Company's debts. There can be no degree of assurance
that the Company will be successful in these efforts.

The accompanying financial statements
do not include any adjustments to reflect the possible effects
on the recoverability and classification of assets or classification
of liabilities which may result from the inability of the company
to continue as a going concern.

**3. Contingency**

The Company's former Parent, Hudson's
Grill of America, Inc. (the "Parent") is involved in
litigation arising from a lease associated with a franchised restaurant
location that has ceased operations. In addition, the Parent is
secondarily liable under other leases for restaurants it sold
in prior years. None of these restaurants, lease agreements or
obligations were transferred to or assumed by the Company. The
Company, based upon consultation with its legal counsel, is of
the opinion that the Parent's actual and contingent obligations
with respect to these leases will not ultimately be attributable
to the Company, but that if a creditor obtained a judgment against
the Parent, the Parent's stock in the Company could be subject
to attachment or execution by the creditor. Accordingly, the Company
believes these matters will not have a material adverse effect
on the Company's financial condition or results of operations,
and no provision for any estimated loss is reflected in the accompanying
financial statements.

**4. Stock Options**

The Company president's compensation
includes the granting of stock options. Currently, the president
is granted 50,000 stock options per month. The Company also grants
10,000 stock options per month to each of the two directors of
the Company, as compensation for services as directors.

All options vest immediately,
are issued with an exercise price of $0.10, and expire seven years
from the date of grant. The Company did not grant any stock options
with an exercise price that was less than the fair market value
at the date of grant during the period ended March 31, 2002.

**5. Earnings Per Share**

Basic earnings per share are calculated
on the weighted average number of common shares outstanding during
each period. No stock options exercisable at March 31, 2002 and
2001, had a dilutive effect on earnings per share.