Custom Restaurant & Hospitality (CRHY) 10-Q 2009 Q2 Quarterly report

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 January 31, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to ______________

Commission file number: 333-129664

THE CUSTOM RESTAURANT & HOSPITALITY GROUP, INC.

 (Exact name of small business issuer as specified in its charter)

Nevada	98-0470356
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

339 N Highway 101, Solana Beach, California 92075

 (Address of principal executive offices)

(858) 755-0700

 (Registrant's telephone number)

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. Yes  x  No  ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

Number of shares outstanding of registrant's class of common stock as of April 16, 2009: 65,835,654

Table of Contents

FORWARD-LOOKING STATEMENTS		4
PART I – FINANCIAL INFORMATION		5
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis or Plan of Operation	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II – OTHER INFORMATION		16
Item 1.	Legal Proceedings	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Submission of Matters to a Vote of Security Holders	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
SIGNATURES		22

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in particular in our “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that relate to our current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan or planned,” “believe,” “potential,” “continue,” “is/are likely to,” “hope” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Our actual results, performance or achievements may be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS

The forward-looking statements made in this Report on Form 10-Q relate only to events or information as of the date on which the statements are made in this Report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

AVAILABLE INFORMATION

The Custom Restaurant & Hospitality Group, Inc. files annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read and copy documents referred to in this Quarterly Report on Form 10-Q that have been filed with the SEC at the SEC's Public Reference Room, 100 F Street, N.E., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC website at http://www.sec.gov.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The Custom Restaurant & Hospitality Group, Inc.

(Formerly PetroNational Corp.)

(A Development Stage Company)

Balance Sheets

	January 31, 2009			July 31, 2008
	(unaudited)
ASSETS
Current assets
Cash	$	2,190		$	4
Prepaid expenses		10,038			99
Total current assets		12,228			103
Total assets	$	12,228		$	103
LIABILITIES and STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	49,241		$	94,634
Accrued interest		-			1,205
Note payable		-			6,000
Total current liabilities		49,241			101,839
Total liabilities		49,241			101,839
COMMITMENTS
STOCKHOLDERS' DEFICIT
Capital stock
Preferred - 10,000,000 shares authorized at $0.001 par value, none issued		-			-
Common - 187,500,000 shares authorized at $0.001 par value,
65,835,654 and 112,817,254 shares issued and outstanding at January 31, 2009 and July 31, 2008, respectively		65,836			112,817
Additional paid in capital		676,047			400,878
Subscriptions receivable		(10,000	)		-
Deficit accumulated during development stage		(768,896	)		(615,431	)
Total stockholders' deficit		(37,013	)		(101,736	)
Total liabilities and stockholders' deficit	$	12,228		$	103
The accompanying notes are an integral part of these unaudited financial statements.

The Custom Restaurant & Hospitality Group, Inc.

(Formerly PetroNational Corp.)

(A Development Stage Company)

Statements of Operations

For the three and six months ended January 31, 2009 and 2008

And for the period from July 7, 2005 [Inception] to January 31, 2009

(Unaudited)

	Three months ended  January 31,						Six months ended  January 31						Period from July 7, 2005 [Inception] to January 31, 2009
	2009			2008			2009			2008
Operating expenses
General and administrative	$	73,183		$	72,927		$	153,465		$	149,666		$	713,819
Exploration expenses		-			-			-			-			18,218
Loss from operations		73,183			72,927			153,465			149,666			732,037
Interest expense		-			7,560			-			12,532			36,859
Net loss	$	(73,183	)	$	(80,487	)	$	(153,465	)	$	(162,198	)	$	(768,896	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		112,326,916			112,567,254			113,919,445			112,567,254
The accompanying notes are an integral part of these unaudited financial statements.

The Custom Restaurant & Hospitality Group, Inc.

(Formerly PetroNational Corp.)

(A Development Stage Company)

Statements of Shareholders' Equity (Deficit)

For the period from July 7, 2005 [Inception]  to January 31, 2009

										Additional Paid-In Capital			Accumulated Deficit during Development Stage			Total S tockholders'  Equity (Deficit)
	Common Stock						Subscriptions
	Number			Amount			receivable
Balance, at inception		-		$	-		$	-		$	-		$	-		$	-
Stock issued for cash *		97,500,000			97,500						(82,500	)		-			15,000
Net loss from inception (July 7, 2005) to July 31, 2005		-			-						-			(14,193	)		(14,193	)
Balance, July 31, 2005		97,500,000			97,500			-			(82,500	)		(14,193	)		807
Stock issued for cash *		15,067,254			15,067						54,474			-			69,541
Net loss for year		-			-						-			(63,298	)		(63,298	)
Balance, July 31, 2006		112,567,254			112,567			-			(28,026	)		(77,491	)		7,050
Net loss for year		-			-						-			(227,600	)		(227,600	)
Balance, July 31, 2007		112,567,254			112,567			-			(28,026	)		(305,091	)		(220,550	)
Units issued or to be issued for cash *		250,000			250						78,250			-			78,500
Shares and warrants to be issued for conversion of debt		-			-						350,654			-			350,654
Net loss for year		-			-						-			(310,340	)		(310,340	)
Balance, July 31, 2008		112,817,254			112,817			-			400,878			(615,431	)		(101,736	)
Units issued for cash		1,150,000			1,150			-			79,600			-			80,750
Shares issued for cash		1,250,000			1,250			(10,000	)		122,500			-			113,750
Shares issued for conversion of debt in previous period		3,506,522			3,507			-			(3,507	)		-			-
Shares issued for conversion of debt		236,878			237			-			23,451			-			23,688
Shares returned to treasury for cancellation		(53,125,000	)		(53,125	)		-			53,125			-			-
Net loss for period		-			-						-			(153,465	)		(153,465	)
Balance, January 31, 2009 (unaudited)		65,835,654		$	65,836		$	(10,000	)	$	676,047		$	(768,896	)	$	(37,013	)

* The common stock issued has been retroactively restated to reflect three stock splits: (1) a forward stock split of 26 new shares for 1 old share, effective November 10, 2006; (2) a reverse stock split of 1 new share for 2 old shares, effective May 22, 2008 and; (3) a reverse stock split of 1 new share for 2 old shares, effective July 8, 2008.

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

The Custom Restaurant & Hospitality Group, Inc.

(Formerly PetroNational Corp.)

(A Development Stage Company)

Statements of Cash Flows

For the six months ended January 31, 2009 and 2008

And for the period from July 7, 2005 [Inception] to January 31, 2009

(Unaudited)

	Six months ended January 31						Period from July 7, 2005 [Inception] to
	2009			2008			January 31, 2009
Cash flows from operating activities
Net loss	$	(153,465	)	$	(162,198	)	$	(768,896	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Changes in:
Accrued interest		(1,205	)		12,532			35,654
Prepaid expenses		(9,939	)		-			(10,038	)
Accounts payable and accrued liabilities		(45,393	)		33,423			49,241
Cash used in operating activities		(210,002	)		(116,243	)		(694,039	)
Cash flows used in investing activities		-			-			-
Cash flows from financing activities
Proceeds from notes payable		-			125,000			321,000
Repayment of note payable		(6,000	)		-			(6,000	)
Proceeds from issue of common stock and warrants		218,188			-			381,229
Cash flows provided by financing activities		212,188			125,000			696,229
Net increase in cash		2,186			8,757			2,190
Cash, beginning of period		4			2,515			-
Cash, end of period	$	2,190		$	11,272		$	2,190
SUPPLEMENTAL CASH DISCLOSURES
Cash paid for:
Income taxes	$	-		$	-		$	-
Interest	$	1,205		$	-		$	1,205
SUPPLEMENTAL NON-CASH DISCLOSURES
Common stock and warrants issued for conversion of notes payable and accrued interest	$	-		$	-		$	350,654
Common stock issued for debt	$	23,688		$	-		$	23,688
The accompanying notes are an integral part of these unaudited financial statements.

The Custom Restaurant & Hospitality Group, Inc.

(Formerly PetroNational Corp.)

 (A Development Stage Company)

Notes to Financial Statements (Unaudited)

January 31, 2009

1. Basis of presentation

The accompanying unaudited interim financial statements of The Custom Restaurant & Hospitality Group, Inc. (“Custom Restaurant”) (Formerly PetroNational Corp.) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto, as included with the Company’s annual report on Form 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

2. Nature of operations and going concern

The Custom Restaurant & Hospitality Group, Inc. (the “Company”) was incorporated in the State of Nevada, United States of America, on July 7, 2005 under the name Claron Ventures, Inc. On December 15, 2006, the Company incorporated a Colorado subsidiary with the name Outback Energy Corporation and merged with it on January 16, 2007 for the purpose of effecting a name change. During 2007 and the beginning of 2008, the Company underwent a complete change in management and its board of directors. In furtherance of new management, and a new direction for the Company to pursue overseas oil and gas opportunities, specifically in the Middle East and East Asia, the Company effected a 2-for-1 reverse stock split on May 22, 2008 and a subsequent 2-for-1 reverse stock split on July 8, 2008. Additionally, the Company incorporated a Nevada subsidiary with the name Petro-National Corp. and merged with it on July 8, 2008 for the purpose of effecting a name change.

The Company had limited operations in 2005 and 2006 acquiring and exploring mineral interest in British Columbia. The Company relinquished its rights to this mineral interest and changed its focus to the oil and gas industry towards the later half of 2006.

During the quarter ended January 31, 2009, the Company began to explore a divestiture of our oil and gas infrastructure and operations because of the economic downturn and the significant fall in the price of crude oil.  On November 6, 2008, the Company incorporated a Nevada subsidiary with the name The Custom Restaurant and Hospitality Group, Inc. and merged with it on November 17, 2008 for the purpose of effecting a name change.  The Company is currently in discussions to acquire certain restaurant properties in furtherance of a potential shift in its business focus.  The common stock of Company is quoted for trading on the Over-the-Counter Bulletin Board under the symbol CRHS.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At January 31, 2009, the Company had not yet achieved profitable operations, has accumulated losses of $768,896 since its inception, has a working capital deficiency of $37,013 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future.  Since its inception, the Company has funded operations through short-term borrowings and equity investments in order to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses.  Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time.  However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to the Company.

3. Notes payable

a. On August 25, 2008, the Company repaid $7,205 pursuant to a loan it had received in November 2006.   At the time the loan was repaid, it included $1,205 in accrued interest.

b. Effective July 24, 2008, the Company entered into option agreements to convert outstanding debt with various creditors.  The debtors agreed to convert outstanding principal and accrued interest in the amount of $350,654 into units at a price of $0.10 per unit.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  On August 28, 2008, the Company issued 3,506,522 common shares pursuant to the debt settlement agreements.

4. Capital stock

a. Common shares

On August 28, 2008, the Company issued securities underlying 300,000 units at $0.10 per unit, for subscriptions received on July 15, 2008, net of finder’s fees of $1,500.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  The allocation of proceeds from the sale of the units and corresponding issuance of 300,000 warrants was estimated at $13,881 using the Black Scholes stock price valuation model with the following assumptions: i) expected volatility of 187%; ii) risk free interest rate of 2.39%; iii) expected weighted average life of 2 years; and iv) no dividend yield.    On December 1, 2008, the warrants were cancelled.

On November 7, 2008, the Company issued securities underlying 150,000 units at $0.10 per unit, for subscriptions received on August 6, 2008, net of finder’s fees of $750.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  The allocation of proceeds from the sale of the units and corresponding issuance of 150,000 warrants was estimated at $7,0781 using the Black Scholes stock price valuation model with the following assumptions: i) expected volatility of 216%; ii) risk free interest rate of 2.56%; iii) expected weighted average life of 2 years; and iv) no dividend yield.   On December 1, 2008, the warrants were cancelled.

On November 7, 2008, the Company issued securities underlying 200,000 units at $0.10 per unit, for subscriptions received on August 22, 2008, net of finder’s fees of $1,000.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  The allocation of proceeds from the sale of the units and corresponding issuance of 200,000 warrants was estimated at $9,402 using the Black Scholes stock price valuation model with the following assumptions: i) expected volatility of 216%; ii) risk free interest rate of 2.42%; iii) expected weighted average life of 2 years; and iv) no dividend yield.    On December 1, 2008, the warrants were cancelled.

On November 7, 2008, the Company issued securities underlying 250,000 units at $0.10 per unit, for subscriptions received on October 2, 2008, net of finder’s fees of $1,250.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.   The allocation of proceeds from the sale of the units and corresponding issuance of 250,000 warrants was estimated at $11,899 using the Black Scholes stock price valuation model with the following assumptions: i) expected volatility of 216%; ii) risk free interest rate of 1.62%; iii) expected weighted average life of 2 years; and iv) no dividend yield.    On December 1, 2008, the warrants were cancelled.

On November 7, 2008, the Company issued securities underlying 250,000 units at $0.10 per unit, for subscriptions received on October 21, 2008, net of finder’s fees of $1,250.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  The allocation of proceeds from the sale of the units and corresponding issuance of 250,000 warrants was estimated at $11,899 using the Black Scholes stock price valuation model with the following assumptions: i) expected volatility of 216%; ii) risk free interest rate of 1.58%; iii) expected weighted average life of 2 years; and iv) no dividend yield.    On December 1, 2008, the warrants were cancelled.

On November 7, 2008, the Company issued 250,000 shares at $0.10 per share, for subscriptions received on November 5, 2008, net of finder’s fees of $1,250.

On December 10, 2008, the Company issued 200,000 shares of common stock at $0.10 per share, for subscription received on November 21, 2008, for gross proceeds of $20,000.

On December 19, 2008, the Company issued 700,000 shares of common stock at $0.10 per share, for subscription received on December 12, 2008, for gross proceeds of $70,000.

On December 19, 2008, the Company issued 100,000 shares of common stock at $0.10 per share, for subscription received on December 19, 2008, for gross proceeds of $10,000.

On December 19, 2008, the Company issued 236,878 shares of common stock at $0.10 per share, for settlement of $23,688 in debt.

On January 21, 2009, 53,125,000 shares of common stock were returned to treasury for cancellation.

At January 31, 2009, the Company had 65,835,654 shares of common stock issued and outstanding.

b. Warrants

On December 1, 2008, the Company cancelled the 4,906,522 warrants, effective immediately.

5. Related party transactions

In December 2007, the Company entered into a contract for management services with a company controlled by the President and a director of the Company requiring the payment of $2,500 per month plus applicable expenses for a period of two years expiring on November 30, 2009.  This commitment has been terminated effective January 31, 2009.  During the six month period ended January 31, 2009, $15,000 (2008 - $5,000) was paid or accrued pursuant to this agreement.

6. Commitments

a. In December 2006, the Company entered into a contract for investor relations services requiring the payment of $10,000 per month expiring on November 30, 2008.  Effective December 1, 2008, the Company has continued to engage this consultant on a month to month basis;

b. In December 2007, the Company entered into a contract for management services with a company controlled by the President and a director of the Company requiring the payment of $2,500 per month for a period of two years, expiring on November 30, 2009.  This commitment has been terminated effective January 31, 2009;

c. In November 2008, the Company entered into a contract for marketing services requiring the payment of $3,750 per month expiring on November 30, 2009.  This commitment can be terminated by either party with 60 days written notice.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The foregoing analysis should be read jointly with the financial statements, related notes, the cautionary statement regarding forward-looking statements, which appear elsewhere in this filing, and our other filings with the Securities and Exchange Commission, including certain risks and uncertainties described therein.

Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements.

Background

We were incorporated in the State of Nevada, United States of America, on July 7, 2005 under the name Claron Ventures, Inc. and were engaged in the exploration of mineral interest located in British Columbia. We relinquished our rights to this mineral interest and changed our focus to the oil and gas industry towards the later half of 2006.

In furtherance of our business goal of acquiring an oil and gas property, on December 6, 2006, we entered into an agreement with PetroHunter Energy Corporation (“PetroHunter”) and its subsidiary, PetroHunter Energy NT Ltd. (“NT”), for the acquisition of NT in exchange solely for the issuance of 5,000,000 of our preferred shares (the “Super Voting Preferred Stock”), each preferred share to have the equivalent of 100 common share voting rights and 200,000,000 shares of common stock (in exchange for all of the issued and outstanding shares of NT) (the “Purchase Agreement”). It was proposed that we would effect a recapitalization such that the number of common shares held by our existing shareholders would not exceed 60,000,000.

Pursuant to the terms of the Purchase Agreement, we appointed Matthew R. Silverman and Stephen Schultz as directors concurrently with entering into the Purchase Agreement. Completion of the transaction was subject to several conditions, including the completion of satisfactory due diligence by the parties and NT having raised at least $15,000,000 in a private placement by January 10, 2007 in order to complete its acquisition of the exploration permits. Under the terms of the Purchase Agreement, investors in the $15,000,000 private placement would exchange their interests in NT for our common shares. The Purchase Agreement expired as none of the preconditions to closing had been met by the closing date of January 10, 2007. In May 2007, Mr. Silverman and Mr. Schultz resigned as directors.

On December 15, 2006, we incorporated a Colorado subsidiary with the name Outback Energy Corporation and merged with it on January 16, 2007 for the purpose of effecting a name change. During 2007 and the beginning of 2008, we underwent a complete change in management and our board of directors. In furtherance of new management, and a new direction to pursue overseas oil and gas opportunities, specifically in the Middle East and East Asia, we effected a 2-for-1 reverse stock split on May 22, 2008 and a subsequent 2-for-1 reverse stock split on July 8, 2008. Additionally, we incorporated a Nevada subsidiary with the name PetroNational Corp. and merged with it on July 8, 2008 for the purpose of effecting a name change.

Subsequent to our fiscal quarter ended October 31, 2008, we began to explore a divestiture of our oil and gas infrastructure and operations because of the economic downturn and the significant fall in the price of crude oil.  On November 6, 2008, we incorporated a Nevada subsidiary with the name The Custom Restaurant and Hospitality Group, Inc. and merged with it on November 17, 2008 for the purpose of effecting a name change.  Subsequent to this name change, we began discussions to acquire certain restaurant properties in furtherance of this shift in our business focus.

Cash and Cash Equivalents

As of January 31, 2009, we had cash of $2,190.  As such, we anticipate that we will have to raise additional capital through debt or equity financings to fund our operations and execute our business plan during the next 6 to 12 months.

Development

Our future operations are dependent upon the identification and successful completion of additional long-term or permanent equity financings, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to roll out our business plan. If not, we will likely be required to reduce operations or liquidate assets. We will continue to evaluate our projected expenditures relative to our available cash and seek additional means of financing in order to satisfy our working capital and other cash requirements.

We continue to operate with very limited administrative support, and our current officers and directors continue to be responsible for many duties to preserve our working capital.

We recently decided to shift our business model away from oil and gas given the economic downturn and the significant decrease in the price of crude oil.  Our management will participate in a variety of conferences throughout 2009 to increase our exposure to potential opportunities, which are currently focused on the restaurant industry. We are currently participating in discussions to acquire certain restaurant properties in furtherance of this shift in our business focus.  We believe that, with our current efforts to raise capital, we will have sufficient cash resources to satisfy our needs over the next twelve months. Our ability to satisfy cash requirements thereafter will determine whether we achieve our business objectives. Should we require additional cash in the future, there can be no assurance that we will be successful in raising additional debt or equity financing on terms acceptable to our company, if at all.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  We believe certain critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.  A description of our critical accounting policies is set forth in our Annual Report on Form 10-K for the year ended July 31, 2008.  As of January 31, 2009, and for the three months ended January 31, 2009, there have been no material changes or updates to our critical accounting policies.

Results of Operations

The following discussion of the financial condition, results of operations, cash flows and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2008 filed on October 28, 2008.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

	Six month periods ended
Expenses	January 31, 2009		January 31, 2008
Interest expense	$	-	$	12,532
Investor relations and marketing		69,179		90,000
Management fees		15,000		32,200
Office and administrative		16,941		8,653
Professional fees		52,345		18,813
	$	153,465	$	162,198

	Three month periods ended
Expenses	January 31, 2009		January 31, 2008
Interest expense	$	-	$	7,560
Investor relations and marketing		39,179		45,000
Management fees		7,500		16,480
Office and administrative		5,940		5,729
Professional fees		20,564		5,718
	$	73,183	$	80,487

General and administrative expenses

During the three and six months ended January 31, 2009, we incurred comparative levels of expenses, totaling $73,183 and $153,465, respectively, as compared to $72,927 and $149,666, respectively, for the three and six months ended January 31, 2008. These expenses were related mainly to investor relations, marketing and professional fees. Other expenses were incurred in relation to activities associated with maintaining a public listing, such as legal and accounting fees.

Expenses or other cash flows in this period may not be indicative of future periods as we are in the early development stage and have recently shifted our business focus.

Liquidity and Capital Resources

As of January 31, 2009, we had cash of $2,190, and working capital deficiency of $37,013. During the three months ended January 31, 2009, we funded our operations from the proceeds of private sales of equity.  We plan to continue further financings and we believe that this will provide sufficient working capital to fund our operations for at least the next 12 months. Changes in our operating plans, increased expenses, acquisitions, or other events, may cause us to seek additional equity or debt financing in the future.

For the six months ended January 31, 2009, we used $210,002 in cash flows to fund operating activities. Net cash used in operating activities resulted from the net loss of $153,465, payment of previously accrued interest of $1,205 and increases in accounts payable of $45,393 and in prepaid expenses of $9,939.

We raised $218,188 during the six months ended January 31, 2009, less finders’ fees of $5,500 from subscriptions received.  

We do not have significant cash requirements at this time due to our limited operations. Accordingly, we expect to continue to use the cash raised subsequent to year end to fund operations for our fiscal year ended July 31, 2009, as we look to grow and meet our business objectives.

Recent Financings

Issuance of Common Stock Pursuant to Debt Conversion

Effective July 24, 2008, we entered into option agreements to convert outstanding debt with various creditors. The debtors agreed to convert outstanding principal and accrued interest in the amount of $350,654 into units at a price of $0.10 per unit. On August 28, 2008, the Company issued the securities underlying 3,506,522 units pursuant to this debt conversion.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.

Issuance of Common Stock

On August 28, 2008, we issued securities underlying 300,000 units at $0.10 per unit, for subscriptions received on July 15, 2008, net of finder’s fees of $1,500.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  On December 1, 2008, the Company cancelled the warrants.

On November 7, 2008, the Company issued securities underlying 150,000 units at $0.10 per unit, for subscriptions received on August 6, 2008, net of finder’s fees of $750.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  On December 1, 2008, the Company cancelled the warrants.

On November 7, 2008, the Company issued securities underlying 200,000 units at $0.10 per unit, for subscriptions received on August 22, 2008, net of finder’s fees of $1,000.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  On December 1, 2008, the Company cancelled the warrants.

On November 7, 2008, the Company issued securities underlying 250,000 units at $0.10 per unit, for subscriptions received on October 2, 2008, net of finder’s fees of $1,250.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  On December 1, 2008, the Company cancelled the warrants.

On November 7, 2008, the Company issued securities underlying 250,000 units at $0.10 per unit, for subscriptions received on October 21, 2008, net of finder’s fees of $1,250.  Each unit consist of one share of common stock and one share purchase warrant, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years.  On December 1, 2008, the Company cancelled the warrants.

On November 7, 2008, the Company issued 250,000 shares at $0.10 per share, for subscriptions received on November 5, 2008, net of finder’s fees of $1,250.

On December 1, 2008, the Company cancelled the 4,906,522 outstanding warrants, effective immediately.

On December 10, 2008, the Company issued 200,000 shares of common stock at $0.10 per share, for subscription received on November 21, 2008, for gross proceeds of $20,000.

On December 19, 2008, the Company issued 700,000 shares of common stock at $0.10 per share, for subscription received on December 12, 2008, for gross proceeds of $70,000.

On December 19, 2008, the Company issued 100,000 shares of common stock at $0.10 per share, for subscription received on December 19, 2008, for gross proceeds of $10,000.

On December 19, 2008, the Company issued 236,878 shares of common stock at $0.10 per share, for settlement of $23,688 in debt.

On January 21, 2009, 53,125,000 shares of common stock were returned to treasury for cancellation.

At January 31, 2009, the Company had 65,835,654 shares of common stock issued and outstanding.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined in Item 303(a)(4) of Regulation S-K.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Our management with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective and sufficient to ensure that we record, process, summarize, and report information required to be disclosed in the reports we filed under the Exchange Act within the time periods specified in the Securities and Exchange Commission's rules and regulations.

There were no changes in our internal controls over financial reporting that occurred during the three months ended January 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any legal proceedings, nor are we aware of any contemplated or pending legal proceedings against us.

Item 1A.  Risk Factors

ITEM 1A.  RISK FACTORS

With the exception of historical facts stated herein, the matters discussed in this report on Form 10-Q are “forward looking” statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. Such “forward looking” statements include, but are not necessarily limited to statements regarding anticipated levels of future revenues and earnings from the operations of the Company,, projected costs and expenses related to our operations, liquidity, capital resources, and availability of future equity capital on commercially reasonable terms. Factors that could cause actual results to differ materially are discussed below. We disclaim any intent or obligation to publicly update these “forward looking” statements, whether as a result of new information, future events or otherwise.

Risks Relating to our Business and Industry

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We have a limited operating history. As such, our historical operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects. We may not be able to achieve a similar growth rate in future periods. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance.

We have incurred losses in prior periods and may incur losses in the future.

We incurred a net loss in all prior financial periods and we have not yet completed a financial year in our contemplated new business. We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the exploration stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses from operations totaling $310,340 for fiscal year ended July 31, 2008. As of January 31, 2009, we have an accumulated deficit of $768,896 and a working capital deficit of $37,013. We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates.

We will require additional funding in the future.

Based upon our historical losses from operations, we will require additional funding in the future. If we cannot obtain capital through financings or otherwise, our ability to execute our business plan will be greatly limited. Historically, we have funded our operations through the issuance of equity and short-term debt financing arrangements. We may not be able to obtain additional financing on favorable terms, if at all. Our future cash flows and the availability of financing will be subject to a number of variables, including potential production and the market prices of oil and natural gas. Further, debt financing could lead to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations. If we are unable to raise additional funds, it would have a material adverse effect upon our operations.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise additional capital for our operations. Because our operations to date have been financed through borrowings and through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan and operations, including our ability to continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

Our business depends substantially on the continuing efforts of our executive officers and directors, and our business may be severely disrupted if we lose their services.

Our future success depends substantially on the continued services of our executive officers and directors. We do not maintain key man life insurance on our executive officers. If our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers and directors.

Inability of Our Officers and Directors to Devote Sufficient Time to the Operation of the Business May Limit Our Success.

Presently, the officers and directors of the Company allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers and directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. Even if this lack of sufficient time of our management is not fatal to our existence, it may result in limited growth and success of the business.

Certain of our officers and directors may be subject to conflicts of interest.

Our officers and directors may be subject to conflicts of interest. Our officers and directors serve the Company on a part time basis and may devote part of their time to other business endeavors. These business endeavors as well as other business opportunities should be presented to the Company. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to the Company. Because of these relationships, our officers and directors may be subject to conflicts of interest.

If we do not successfully expand our restaurant operations, our growth rate and results of operations would be adversely affected.

A critical factor in our future success is our ability to expand our restaurant operations successfully, which will depend in large part on our ability to open new restaurants on schedule and in a profitable manner.  We anticipate that our new restaurants will generally take 90 to 180 days or longer to reach planned operating levels due to inefficiencies typically associated with new restaurants, including lack of market awareness, the need to hire and train sufficient management and restaurant personnel and other factors.  We cannot assure that any restaurant we open will obtain operating results similar to those of existing restaurants.  If we are unable to open and operate new restaurants successfully, our growth rate and our results of operations would be adversely affected.

Our ability to open new restaurants on schedule in accordance with our projected growth rate may be adversely affected by delays or problems associated with securing suitable restaurant locations and leases and by other factors, some of which are beyond our control and the timing of which is difficult to forecast accurately.

In order to achieve our projected rate of new restaurant growth, we must identify suitable restaurant locations and successfully negotiate and finalize the terms of restaurant leases at a number of these locations.  Due in part to the unique nature of each proposed restaurant location, we cannot predict the timing or ultimate success of our site selection process or these lease negotiations.  Delays encountered in negotiating, or our inability to finalize to our satisfaction, the terms of a restaurant lease may delay our actual rate of new restaurant growth and cause a significant variance from our projected growth rate.  In addition, our scheduled rate of new restaurant openings may be adversely affected by other factors, some of which are beyond our control, including the following:

· the availability and cost of suitable restaurant locations for development;

· our ability to compete successfully for suitable restaurant locations;

· the availability of adequate financing;

· the timing of delivery of leased premises from our landlords so we can commence our build-out construction activities;

· construction and development costs;

· any labor shortages or disputes experienced by our landlords or outside contractors;

· any unforeseen engineering or environmental problems with the leased premises;

· our ability to hire, train and retain additional management and restaurant personnel;

· our ability to secure governmental approvals and permits, including liquor licenses;

· our ability to successfully promote our new restaurants and compete in the markets in which our new restaurants are located;

· our continued development and implementation of management information systems;

· weather conditions or natural disasters; and,

· general economic conditions.

Our growth may strain our infrastructure and resources, which could slow our development of new restaurants and adversely affect our ability to manage any existing restaurants.

We plan to accelerate the pace of new restaurant openings in the next several quarters.  This expansion and our future growth will increase demands on our management team, restaurant management systems and resources, financial controls and information systems.  These increased demands may adversely affect our ability to open new restaurants and to manage any existing restaurants. If we fail to continue to improve our infrastructure or to mange other factors necessary for us to meet our expansion objectives, our growth rate and operating results could be adversely affected.

Our expansion into new markets may present increased risks due to unfamiliarity with the areas and also due to consumer unfamiliarity with our concept.

As part of our expansion strategy, we plan to open new restaurants in markets in which we have no prior operating experience. These new markets may have different competitive conditions, consumer tastes and discretionary spending patterns than restaurants in our existing markets, and there also may be little or no market awareness of our brands in these new markets.  Due to these factors, sales and margins at restaurants opening in new markets usually take longer to achieve levels that are comparable with our existing restaurants, if at all.  In addition, we may incur costs related to the opening, operation and promotion of these new restaurants that are greater than those incurred in existing markets.

The potential for increased commodity, energy, and other costs may adversely affect our results of operations.

We plan to continually purchase basic commodities such as beef, chicken and cheese and other items for use in many of the products we plan to sell.  Although we will attempt to maintain control of commodity costs by engaging in volume commitments with third parties for many of our food-related supplies, we cannot assure that the costs of these commodities will not fluctuate, as we often have no control over such items.  In addition, we will rely on third party distribution companies to frequently deliver perishable food and supplies to our restaurants.  We cannot make assurances regarding the continued supply of our inventory since we do not have control over the businesses of our suppliers.  Should our inventories lack in supply, our business could suffer, as we may be unable to meet consumer demands.  These disruptions may also force us to purchase food supplies from other suppliers at higher costs.  The result of this is that our operating costs may increase without the desire and/or ability to pass the price increases to our customers.

We will need to purchase energy-related products such as electricity, oil and natural gas for use in each of our restaurants.  Our suppliers must purchase gasoline in order to transport food and supplies to us.  Our guests purchase energy to heat and cool their homes and fuel their automobiles.  When energy prices, such as those for gasoline, heating and cooling increase, we incur greater costs to operate our restaurants.  Likewise, our guests have lower disposable income and thus may reduce the frequency in which they dine out and/or feel compelled to choose more inexpensive restaurants when eating outside the home.

The costs of these energy-related items will fluctuate due to factors that may not be predictable, such as the economy, current political/international and weather conditions.  Because we cannot control these types of factors, there is a risk that prices of energy/utility items will increase beyond our current projections and adversely affect our operations.

Increasing competition in the restaurant industry in general, and specifically within the upscale casual dining segment of the restaurant industry, may adversely affect customer traffic at our restaurants.

The restaurant industry is highly competitive with respect to price, service, location and food quality.  There are a substantial number of restaurant operations that would be in competition directly and indirectly with us, some of which may have significantly greater financial resources, higher revenues, and greater economies of scale than we do.  In addition, increasing competition specifically within the upscale casual dining segment could negatively impact customer traffic at our restaurants, as dining options increase for the consumer segment we target.

Shifts in consumer eating habits as a result of new information regarding diet, nutrition and health could reduce sales in one or more of our restaurants and make our brand less valuable.

Our success depends, in large part, upon the popularity of our menu offerings.  Negative publicity resulting from poor food quality, illness, injury or other health concerns (including e-coli, Bovine Spongiform, Encephalopathy (mad cow disease), Hepatitis A and foot and mouth disease), whether related to one of our restaurants or to the beef or seafood industries in general, or operating problems related to one or more restaurants, could make our menu offerings less appealing to consumers and reduce demand in our restaurants.  In addition, any shifts in consumer preferences away from the kinds of food we offer, particularly beef and seafood, whether because of dietary or other health concerns or otherwise, would make our restaurants less appealing and adversely affect the revenues.

Some types of seafood have been subject to adverse publicity due to certain levels of contamination at their source, which can adversely affect both supply and market demand.  Additionally, inadequate supplies of seafood could have a significant and materially adverse effect on our operating results and profitability.

In addition, we cannot guarantee that our operational controls and employee training will be effective in preventing food-borne illnesses, such as Hepatitis A, and other food safety issues that may affect our restaurants.  Food-borne illness incidents could be caused by food suppliers and transporters and, therefore, would be outside of our control.  Any publicity relating to health concerns or specific outbreaks of food-borne illnesses or other food safety issues attributed to one or more of our restaurants, could result in significant decrease in guest traffic in our restaurants and could have a material adverse effect on our results of operations.  We face the risk of litigation in connection with any outbreak of food-borne illnesses or other food safety issues at any of our restaurants.  If a claim is successful, our insurance coverage may not be adequate to cover all liabilities or losses and we may not be able to continue to maintain such insurance, or to obtain comparable insurance at a reasonable cost, if at all.  If we suffer losses, liabilities or loss of income in excess of our insurance coverage or if our insurance does not cover such loss, liability or loss of income, there could be material adverse effect on our results of operations.

The cost of compliance with the significant governmental regulation to which we are subject or our failure to comply with such regulation could materially adversely affect our results of operations.

The restaurant industry is subject to extensive state and local government regulations relating to the sale of food and alcoholic beverages and to sanitation, public health, fire and building codes.  Alcoholic beverage control regulations require each of our restaurants to apply for and obtain from state authorities a license or permit to sell alcohol on the premises.  Typically, licenses must be renewed annually and may be revoked or suspended for cause at any time.  Alcoholic beverage control regulations affect various aspects of daily operations of our restaurants, including minimum age patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages.  We are subject to California’s “dram shop” statute, which generally provides a person injured by an intoxicated person the right to recover damages from the establishment which wrongfully served alcoholic beverages to the visibly intoxicated person.  We plan to carry liquor liability coverage as part of our comprehensive general liability insurance.

Our operations may be impacted by changes in federal and state taxes and other federal and state governmental policies which include many possible factors such as:

· The level of minimum wages;

· The deductibility of business and entertainment expenses;

· Levels of disposable income and unemployment; and

· National and regional economic growth.

There are various federal, state, and local government initiatives to increase the level of minimum wages which would increase our labor costs.

Difficulties or failures in obtaining required licensing or other regulatory approvals could delay or prevent the opening of a new restaurant.  The suspension of, or inability to renew, a license could interrupt operations at existing restaurant, and the inability to retain or renew such licenses would adversely affect the operations of such restaurant.

We could be adversely impacted if our information technology and computer systems do not perform properly or if we fail to protect guests’ credit card data.

We rely heavily on information technology to conduct our business, and any material failure, interruption of service, or compromised data security could adversely affect our operations.  While we expend significant resources to ensure that our information technology operates securely and effectively, any security breaches could result in disruptions to operations or unauthorized disclosure of confidential information.  Additionally, if our guests’ credit card information or our employees’ personal data are compromised our operations could be adversely affected, our reputation could be harmed, and we could be subjected to litigation or the imposition of penalties.

Risks Relating to an Investment in our Securities

We have received a going concern opinion from our independent auditors.

We have received a going concern opinion from our independent auditors LBB & Associates Ltd., LLP, concerning our July 31, 2008 and 2007 financial statements. The independent auditor's report accompanying our July 31, 2008 and 2007 financial statements contains an explanatory paragraph raising substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that the Company will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected.

If we grant employee share options and other share-based compensation in the future, our net income could be adversely affected.

The Company may grant share purchase options to employees in the future although it does not have a share based compensation plan in place as of today. If the Company does this, it will account for options granted to our directors and employees in accordance with FASB Statement No. 123 (Revised 2004), “Share-Based Payments,” or SFAS 123R, which requires all companies to recognize, as an expense, the fair value of share options and other share-based compensation to employees. As a result, if we were to grant options to directors and employees, we would have to account for compensation costs for all share options using a fair-value based method and recognize expenses in our consolidated statement of operations in accordance with the relevant rules under U.S. GAAP, which may have a material and adverse effect on our reported earnings. If we try to avoid incurring these compensation costs, we may not be able to attract and retain key personnel, as share options are an important employee recruitment and retention tool. If we grant employee share options or other share-based compensation in the future, our net income could be adversely affected.

We are subject to corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

We face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, under rules proposed by the SEC on August 6, 2006 we are required to include management's report on internal controls as part of our annual report beginning with the fiscal year ending July 31, 2008 pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report for the fiscal year ending July 31, 2010. We continually evaluate our control structure to help ensure that we are in compliance with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to remain substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.

Investors may face significant restrictions on the resale of our common stock due to federal regulations of penny stock.

As our Common Stock is trading, on the OTC Bulletin Board, it will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $4.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities and Exchange Commission also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing shareholders and/or have rights and preferences greater than our common stock.

Pursuant to our Articles of Incorporation, we have, as of the date of this Report, 187,500,000 shares of common and 10,000,000 shares of preferred stock (“Preferred Stock”) authorized. As of the date of this Report, we have 65,835,654 shares of common stock issued and outstanding and zero shares of Preferred Stock issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of common stock without shareholder approval, which if issued could cause substantial dilution to our then shareholders.

Additionally, shares of Preferred Stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors, which may be greater than our common stock. As a result, shares of Preferred Stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, provide the holders of the Preferred Stock the right to convert the shares of Preferred Stock they hold into shares of our common stock, which may cause substantial dilution to our then common stock shareholders and/or have other rights and preferences greater than those of our common stock shareholders. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of common stock and Preferred Stock, which could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any Preferred Stock, which we may issue may be exacerbated given the fact that such Preferred Stock may have super majority voting rights and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to this offering and/or provide those holders the power to prevent or cause a change in control. As a result, the issuance of shares of common stock and/or Preferred Stock, may cause the value of our securities to decrease and/or become worthless.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On November 7, 2008, we issued 850,000 units at $0.10 pursuant to private placements to foreign accredited investors, each unit consisting of one share of common stock and one share purchase warrants, each warrant entitling the holder to purchase one share of common stock at $0.15 for two years. We offered and sold the units in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to “accredited” investors under state securities laws.

On November 7, 2008, we issued 250,000 shares of common stock at $0.10 pursuant to a private placement to a foreign accredited investor.  We offered and sold the shares of common stock in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to “accredited” investors under state securities laws.

On December 10, 2008, we issued 200,000 shares of common stock at $0.10 pursuant to a private placement to a foreign accredited investor.  We offered and sold the shares of common stock in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to “accredited” investors under state securities laws.

On December 19, 2008, we issued 800,000 shares of common stock at $0.10 pursuant to private placements to foreign accredited investors.  We offered and sold the shares of common stock in reliance on Section 506 of Regulation D and/or Regulation S of the Securities Act, and comparable exemptions for sales to “accredited” investors under state securities laws.

Item 3. Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

(a) Pursuant to Rule 601 of Regulation S-K, the following exhibits are included herein or incorporated by reference.

3.1	Articles of Incorporation, incorporated by reference from Exhibit 3.1 filed with our Registration Statement on Form SB-2 filed on November 14, 2005, SEC File Number 333-129664.
3.2	By-laws, incorporated by reference from Exhibit 3.2 filed with our Registration Statement on Form SB-2 filed on November 14, 2005, SEC File Number 333-129664.
3.3	Amendment to Articles filed with the Secretary of State of Nevada, incorporated by reference from Exhibit 3.1 to the Form 8-K filed November 13, 2006.
3.4	Amendment to Articles filed with the Secretary of State of Nevada, incorporated by reference from Exhibit 3.1 to the Form 8-K filed January 29, 2007.
3.5	Amendment to Articles filed with the Secretary of State of Nevada, incorporated by reference from Exhibit 3.1 to the Form 8-K filed July 8, 2008.
3.6	Amendment to Articles filed with the Secretary of State of Nevada, incorporated by reference from Exhibit 3.1 to the Form 8-K filed November 20, 2008.
31.1	Section 302 Certification – Chief Executive Officer
31.2	Section 302 Certification – Chief Financial Officer
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer and Chief Financial Officer.

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.

	The Custom Restaurant & Hospitality Group, Inc.
Date: April 17, 2009
	By:	/s/ Robert L. Jennings
		Robert L. Jennings
		Chairman, Chief Executive Officer and Chief Financial Officer