PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
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Famous Uncle Al's Hot Dogs & Grille, Inc. |
Balance Sheet |
| September 30, 2009 (unaudited) | December 31, 2008 |
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Assets | | |
| | |
Current Assets | | |
Cash | $234 | $1,210 |
Accounts receivable | 0 | 0 |
Prepaid expenses | 0 | 0 |
Total current assets | 234 | 1,210 |
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Equipment, net | 1,848 | 4,347 |
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Other: | | |
Security deposits | 5,200 | 5,200 |
Total Assets | $7,282 | $10,757 |
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Liabilities and Stockholders' Deficiency | | |
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Current Liabilities: | | |
Trade accounts payable | $67,985 | $67,985 |
Accrued expenses | 247,578 | 226,578 |
Deferred income | 17,500 | 0 |
Convertible notes due in less than one year | 35,000 | 26,806 |
Current portion of long term debt | 111,090 | 111,090 |
Total current liabilities | 479,153 | 432,459 |
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Long-term debt: | | |
Related party | 50,192 | 27,700 |
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Stockholders' Deficiency: | | |
Common stock-70,000,000 authorized $0.001 par value | | |
14,858,875 issued & issuable | 14,859 | 14,689 |
Additional paid in capital | 2,800,354 | 2,792,024 |
Accumulated Deficit | (3,337,276) | (3,256,115) |
Total Stockholders' Deficiency | (522,063) | (449,402) |
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Total Liabilities & Stockholders' Deficiency | $7,282 | $10,757 |
See notes to unaudited interim financial statements. | | |
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Famous Uncle Al's Hot Dogs & Grille, Inc. |
Statement of Operations |
(Unaudited) |
| Three Months Ended Sept 30, | | Nine Months Ended Sept 30, |
| 2009 | 2008 | | 2009 | 2008 |
| | | | | |
Initial franchise fees-unit agreements | $0 | $0 | | $0 | $52,500 |
Ongoing weekly continuation fees | 5,764 | 19,957 | | 23,653 | 50,604 |
Other | 496 | 3,403 | | 10,705 | 19,433 |
Franchising revenue | 6,260 | 23,360 | | 34,358 | 122,537 |
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| | | | | |
Costs & Expenses: | | | | | |
Franchise sales | 1,200 | 24,370 | | 18,885 | 151,525 |
General & administrative | 5,423 | 31,469 | | 85,441 | 413,527 |
Interest | 2,362 | 0 | | 11,194 | 0 |
Total Costs & Expenses | 8,985 | 55,839 | | 115,520 | 565,052 |
| | | | | |
Income before income taxes | (2,724) | (32,479) | | (81,161) | (442,515) |
| | | | | |
Income taxes | 0 | 0 | | 0 | 0 |
Net Loss | ($2,724) | ($32,479) | | ($81,161) | ($442,515) |
Net Loss Per Share, basic | Nil | Nil | | Nil | ($0.03) |
Weighted average shares, basic | 14,858,875 | 14,018,875 | | 14,824,406 | 13,589,506 |
See notes to unaudited interim financial statements. | | |
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Famous Uncle Al's Hot Dogs & Grille, Inc. |
Statement of Cash Flows |
(Unaudited) |
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| Nine Months Ended Sept 30, |
| 2009 | 2008 |
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Cash flows from operating activities: | | |
Net Loss | ($81,161) | ($442,516) |
Adjustments required to reconcile net income | | |
to cash used in operating activities: | | |
Depreciation expense | 2,500 | 4,500 |
Amortization of debt discount | 8,194 | 0 |
Expenses paid by related parties | 22,492 | 0 |
Stock issued for services | 0 | 261,080 |
(Increase) decrease in prepaid expenses | (0) | (6,923) |
Increase (decrease) in accounts payable & accrued expenses | 38,500 | (15,501) |
Cash flows used by operating activities: | (9,475) | (199,360) |
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Cash flows from financing activities: | | |
Proceeds from issuance of common stock | 8,500 | 153,500 |
Loans from related parties | 0 | 45,200 |
Cash generated by financing activities | 8,500 | 198,700 |
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Change in cash | (975) | (660) |
Cash-beginning of period | 1,210 | 2,825 |
Cash-end of period | $235 | $2,165 |
See notes to unaudited interim financial statements. | | |
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| | | | | |
Famous Uncle Al's Hot Dogs & Grille, Inc. |
Statement of Stockholders' Deficiency |
(Unaudited) |
| Common | | |
| Shares | Common Stock Amount | Additional Paid-In Capital | | Accumulated Deficit |
| | | | | |
Balance at December 31, 2007 | 12,688,875 | $12,689 | $2,357,779 | | ($2,636,268) |
Shares issued and issuable as debt incentives | 70,000 | 70 | 11,596 | | |
Shares issued and issuable for cash | 1,114,000 | 1,114 | 162,386 | | |
Shares issued services | 816,000 | 816 | 260,264 | | |
Net Loss | | | | | (619,847) |
Balance at December 31, 2008 | 14,688,875 | $14,689 | $2,792,025 | | ($3,256,115) |
Shares issued and issuable for cash | 170,000 | 170 | 8,330 | | |
Net Loss | | | | | (81,161) |
Balance at September 30, 2009 | 14,858,875 | $14,859 | $2,800,355 | | ($3,337,276) |
See notes to unaudited interim financial statements. | | | | | |
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FAMOUS UNCLE AL’S HOT DOGS & GRILLE, INC.
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
Background:We were incorporated as National Franchise Directors, Inc., under the laws of the State of Delaware on March 4, 2005 and on October 25, 2005 changed our name to Famous Uncle Al’s Hot Dogs & Grille, Inc. (Uncle Al). We were formed for the purpose of obtaining all existing and future restaurant franchising rights from Famous Uncle Al’s Hot Dogs, Inc. We acquired those rights on October 6, 2005. Famous Uncle Al’s Hot Dogs, Inc., owned the exclusive worldwide right to franchise fast casual service restaurants operating under the “Famous Uncle Al’s Hot Dogs” name. Our restaurants serve hot dogs, bratwurst, sausage and other heated sandwiches that use secret recipes and preparation techniques created by Al Stein, the original “Uncle Al”.
The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2008 Annual Report on Form 10-KSB and should be read in conjunction with the Notes to Financial Statements which appear in that report.
The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.
In the opinion of management, the information furnished in this Form 10-QSB reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and nine-month periods ended September 30, 2009 and 2008. All such adjustments are of a normal recurring nature. Financial Statements have been prepared in accordance with the instructions to Form 10-QSB and therefore do not include some information and notes necessary to conform with annual reporting requirements
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2. | Earnings/Loss Per Share |
Basic earnings per share is computed by dividing income available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share assume that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which market price exceeds the exercise price, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.
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3. | New Accounting Standards |
In December 2007, the Financial Accounting Standards Board issued FASB Statement No. 141 (Revised 2007), Business Combinations (“SFAS 141R”). SFAS 141R provides additional guidance on improving the relevance, representational faithfulness, and comparability of the financial information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.
In December 2007, the Financial Accounting Standards Board issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for
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the deconsolidation of a subsidiary. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company is currently evaluating the impact of adopting SFAS 160 on our financial statements.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Our Company is currently evaluating the impact of SFAS 162 on its financial statements but does not expect it to have a material effect.
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
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4. | Recent Issuance of Common Stock |
We issued 170,000 shares of common stock in exchange for $8,500 in cash. All common shares issued are restricted as to transferability.
At September 30 2009, we had working capital deficiency of approximately $479,000. We have recognized inconsistent revenue to date. Our operations have been financed to date through sales of our common stock through private placements, loans, sales of franchise territory agreements and royalties from franchisee sales. We require significant additional capital for the expansion of our franchising operations. We believe additional funding will be required to fund our operations until at least December 31, 2009. However, no assurance can be given that additional funds will not be required prior to the expiration of such period or that any funds which may be required will be available, if at all, on acceptable terms. If additional funds are required, our inability to raise such funds will have an adverse effect upon our operations. If adequate capital is not available, we will have to reduce or eliminate our planned expansion activities, whi ch could otherwise ultimately provide significant revenue.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). For example, statements included in this report regarding our financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricingfactors are all forward-looking statements. When we use words like "intend," "anticipate," “will,” “may,” “should,” “could,” “predict,” “potential,” "believe," "estimate," "plan" or "expect," we are making forward-looking statements. We believe that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information a vailable to us on the date hereof, but we cannot assure you that these assumptions and expectations will prove to have been correct or that we will take any action that we may presently be planning. We have disclosed certain important factors that could cause our actual results to differ materially from our current expectations elsewhere in this report. You should understand that forward-looking statements made in this report are necessarily qualified by these factors. We are not undertaking to publicly update or revise any forward-looking statement if we obtain new information or upon the occurrence of future events or otherwise.
Description of Business.
A.
History of the Company
Famous Uncle Al’s Hot Dogs & Grille, Inc. was originally incorporated in the State of Delaware on March 4, 2005. We were formed for the purpose of receiving future and existing restaurant franchising rights from Famous Uncle Al’s Hot Dogs, Inc., also a Delaware corporation. Famous Uncle Al’s Hot Dogs, Inc., owned the exclusive worldwide right to franchise quick service restaurants operating under the “Famous Uncle Al’s Hot Dogs” name. The Famous Uncle Al’s Hot Dogs restaurants serve hot dogs and other style sandwiches that use “secret recipes” and preparation techniques created by Al Stein, the original “Uncle Al”. We maintain offices at One Plaza West, 100 Mill Plain Road, Danbury, CT 06811, and our phone number is (203) 616-2930. Our Internet website address is www.fdoginc.com or www.famousunclealshotdogs.com. Our common stock is currently traded on the OTC Bulletin board.
The Famous Uncle Al’s restaurant concept has been in operation since 1985 when the original “Uncle Al”, Al Stein, opened the first restaurant in Virginia Beach, VA. That restaurant continues to operate successfully under Al Stein’s management. Seven additional Famous Uncle Al’s Hot Dogs restaurants were opened by independent operators in the Virginia Beach area under various licensing agreements with Al Stein and continue to operate. One store is owned and operated by Mr. Stein’s son and one by a former employee.
The franchise assignor sold several regional franchise territories prior to assigning the franchise to us. Company came into those agreements under the global type of arrangement provided for under the Settlement Agreement of October 6, 2006, under which Company agreed to assume the debts, liabilities and obligations of the Company from which we were acquiring the franchise license in exchange for licensing rights.
B.
Current status of business
The primary business of the Company is selling Famous Uncle Al’s Hot Dogs & Grille Franchised restaurants. The Company also sells regional franchises, also known as Territorials or Area Developer agreements. Regional franchises are responsible for the development of franchised restaurants in designated geographic territories. The Company derives revenue from three primary sources. 1) One time fees for individual franchised stores. 2) One time fees for regional franchise territories. 3) Continuing royalties from operating franchised stores (ongoing weekly continuation fees). As of September 30, 2009, we have suspended active operations.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company may not have adequate readily available resources to fund operations through December 31, 2009. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty
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Results of Operations
The following discussion and analysis provides information, which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with the financial statements and related notes that appear elsewhere in this report.
Nine months ended September 30, 2009 and September 30, 2008
Profit/Loss
The Company realized a net loss of $ 81,161 in the first nine months of 2009 compared to a net loss of $ 442,515 for the first nine months of 2008 resulting in a decrease in loss of $ 361,354. The decrease in loss was due primarily to decreased expenses which include the issue of shares in the first nine months of 2008 as payment for services valued at $ 261,080.
Revenue
Total revenue for the first nine months of 2009 was $ 34,358 compared to $ 122,537 for the first nine months in 2008 resulting in a decrease in revenue of $ 88,179 or a 72% decrease.. The decrease in revenue was due primarily to decreased franchise sales and reduced royalties due to store closings.
Royalty and other revenue, which includes marketing contributions from vendors, for the first nine months of 2009 was $ 23,653 compared to $ 50,604 in the first nine months of 2008 resulting in a decrease of $ 26,951 or a 53% decrease. Several stores have suspended royalty payments due to the difficult economic climate. We have determined not to pursue collection of theses royalties.
Franchise (unit agreements) and Regional Franchise (developer agreements) revenue for the first nine months of 2009 was $ 0 compared to $ 52,500 in the first nine months in 2008 resulting in a decrease of $ 52,500 or a 100% decrease..
Expenses
Expenses for the first nine months of 2009 were $ 115,520 compared to $ 565052 for the first nine months in 2008 resulting in a decrease in expenses of $ 449,532. The decrease in expenses was due primarily to $261,080 in non-cash expenses incurred in 2008 not incurred in 2009.
Three Months ended September 30,2009 and September 30, 2008
Profit/Loss
The Company realized a net loss of $ 2,274 in the third quarter of 2009 compared to a net loss of $ 32,479 for the third quarter of 2008 resulting in a decreased loss of $ 29,755. The decrease in loss was due primarily to decreased expenses. All ongoing services and sales operations have been suspended. We have released all our support staff and terminated franchise sales indefinitely.
Revenue
Total revenue for the third quarter of 2009 was $ 6,260 compared to $ 23,360 for the third quarter in 2008 resulting in a decrease in revenue of $ 17,100 or a 73% decrease. Royalties decreased by $14,193 of the $17,100. Several stores have suspended royalty payments due to the difficult economic climate. We have determined not to pursue collection of theses royalties.
No Franchise (unit agreements) and Regional Franchise (developer agreements) revenue for the third quarter of 2009 or 2008 was recognized. The company has suspended all franchise sales initiatives at this time.
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Expenses
Expenses for the third quarter of 2009 were $ 8,985 compared to $ 55,839 for the third quarter of 2008 resulting in a decrease in expenses of $ 46,874. The decrease in expenses was due primarily to decreased marketing and promotional activities.
Operating Restaurants
There are currently 11 franchised restaurants opened and operating at September 30, 2009. There are 2 restaurants scheduled to open during the fourth quarter of 2009. This will result in 13 operating restaurants.
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Operating Restaurants | Scheduled to open |
Location | Quantity | Location | Quantity |
| | | |
Las Vegas, NV | 2 | Somers, NY (lease signed) | 1 |
Danbury, CT | 1 | | |
Norfolk, VA | 1 | | |
Franklin, VA | 1 | | |
Phoenix, AZ | 1 | | |
Melbourne, FL | 1 | | |
Winter Spring, FL | 1 | | |
West Haven, CT | 1 | | |
Coconut Creek, FL | 1 | | |
Lancaster, Ohio | 1 | | |
Total | 11 | Total | 1 |
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C.
Management Plans
Management believes that the Company will require additional funding to maintain operations and to accelerate growth. The Company has been limited in its ability to attract regional franchisees and franchisees. Management believes that current economic conditions, in particular the inability of prospective franchisees to secure bank loans to fund a Famous Uncle Al’s Hot Dogs & Grille restaurant, has had a significant negative impact on the Company’s ability to sell franchises. The general economic downturn has also affected existing store sales resulting in diminished royalty revenue.
Management is considering alternative means to expand the Company other than just through Regional and Individual franchise sales. Management is negotiation for debt funding to support the opening of corporately owned units. One beneficial result of the current economic downturn is an increased availability of commercial retail locations. There are an increasing number of locations that are particularly well suited for our restaurants. Many available locations include partial build outs and some included equipment that can be reused by a Famous Uncle Al’s restaurant. In general, lease costs have declined considerably over the last year. Management believes that the increased availability of commercial space, declining lease costs and more cooperative and flexible landlords presents an excellent opportunity for the Company to open corporately owned or corporately sponsored franchised restaurants.
Management believes that the existing business and operating franchised restaurants is a suitable platform for expansion and to attract funding. The fundamentals of the restaurant operating system, menu offerings, store décor and procedures are completed. There is no significant expenditure required for development. The Company will seek additional funding under terms acceptable to the Company to support the opening of Company owned units.
Although the Company will pursue funding to open corporately owned restaurants, it will continue to offer its regional and individual franchise for sale and believes that these sales remain critical to the success of the Company.
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Liquidity and Capital Resources
D.
Capital Resources
The Company is experiencing a burn rate of approximately $ 13,000 per month for the first nine months of 2009. The Company has not developed sufficient ongoing royalty revenue to support operations. Until the Company develops sufficient ongoing revenue from royalties, the Company will be dependent on franchise and regional franchise fees to support operations. In lieu of such sales materializing, the Company is dependent on loans and alternative sources of revenue.
During the first quarter of 2009 we issued 170,000 shares at $ 0.05 per share for a total of $ 8,500 cash as follows; 2/05/2009 issued 100,000 shares for $ 5,000, 3/24/2009 issued 70,000 shares for $ 3,500.
During the third quarter of 2009 expenses totaling $ 5,000 were paid by a related party on behalf of the Company.
The Company believes that regional franchise sales and franchise sales are critical to the success of the Company. Failure of these sales to materialize will have a detrimental effect on the Company. Failure to either secure additional funding or generate revenue through regional franchise and franchise fees will have a detrimental effect on the Company’s ability to support ongoing operations. We have been unsuccessful in raising the required capital in 2009.
Each regional franchisee fee is $50,000. Regional franchises are designated geographic territories. Each regional franchisee is responsible for developing individual franchised restaurants in the territory. The Company believes there are at least 50 suitable regions available for sale.
A regional franchisee purchases a defined geographic area and is obligated to develop Famous Uncle Al’s Hot Dogs & Grille restaurants in their defined territory. Regional franchisees endeavor to sell the individual franchise opportunity to prospects. The Company benefits in the short term by receiving a one-time fee from the regional franchisee and a one-time fee from each individual franchisee that the regional franchisee sells. The Company benefits long term from the weekly ongoing royalties collected from each individual franchise. This structure is designed to create a network of regional franchisees that serve as a sales force for the Company. Regional franchisees are compensated on a commission basis only. The Company believes that this structure will allow the Company to develop a dedicated national sales and marketing infrastructure without incurring the financial liability of supporting employed sales persons
E.
Employees:
Three full time employees. As of September 30, 2009 all employees have been terminated.
F.
Research and Development and Expenditures
No direct costs have been incurred for research and development in the last 2 years. The Company believes that the basic restaurant concept has been developed but continues to work to enhance menu selection and products. The Company does not maintain research and development facilities and utilizes existing franchised restaurants to test menu items and vendors to develop products.
G.
Subsidiaries
The Company has no subsidiaries.
H.
Patents and Trademarks
The Company markets itself under its Famous Uncle Al’s Hot Dogs trademark. The Company has received trademark and service mark protection of this name and related designs from the United States Patent and Trademark Office and considers these trademarks and service marks to be important to its business. The Company received the right to this trademark by virtue of its application to the U.S. Patent and Trademark Office, and the
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approved assignment of it to us, dated August 16, 2005. The continuing right to license under this assignment is considered essential by the Company.
I.
Reports to Security Holders
At this time, the Company has not provided annual reports to security holders. However, shareholders and the general public may view copies of all of our filings with the SEC, by visiting the SEC website (http://www.sec.gov) and performing a search of Famous Uncle Al’s Hot Dogs & Grille, Inc.’s electronic filings.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Substantially all of our financial assets consist of bank deposits and we own no portfolio investments that would expose our Company to the type of risks described in Item 304 of Regulation S-K.
ITEM 4 CONTROLS AND PROCEDURES
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2009. This evaluation was accomplished under the supervision and with the participation of our chief executive officer, principal executive officer, chief financial officer/principal accounting officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the quarterly report on Form 10-Q has been made known to him.
Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon an evaluation conducted for the period ended September 30, 2009, Paul Esposito, who served as our Chief Executive Officer and Chief Financial Officer (which duties include that of principal accounting officer) as of September, 30, 2009, and the date of this Report, has concluded that as of the end of the period covered by this report, we have identified the following material weakness of our internal controls:
Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.
Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.
In order to remedy our existing internal control deficiencies, as soon as our finances allow, we will hire a Chief Financial Officer who will be sufficiently versed in public Company accounting to implement appropriate procedures for timely and accurate disclosures
Changes in internal control over financial reporting
We have not yet made any changes in our internal control over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM1 LEGAL PROCEEDINGS
Famous is not currently a party to any legal proceedings.
ITEM 1A RISK FACTORS
There have been no material changes in our risk factors since December 31, 2008. See Risk Factors at December 31, 2008, within our Form 10-K.
ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the first quarter of 2009 we issued 170,000 shares at $ 0.05 per share for a total of $ 8,500 cash as follows; 2/05/2009 issued 100,000 shares for $ 5,000 , 3/24/2009 issued 70,000 shares for $ 3,500.
The common shares have not been registered under the Securities Act of 1933, as amended, and therefore, may not be transferred in the absence of an exemption from registration under such laws and will be considered "restricted securities" as that term is defined in Rule 144 adopted under the Securities Act, and may be sold only in compliance with the resale provisions set forth therein.
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 OTHER INFORMATION
None.
ITEM 6 EXHIBITS
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ExhibitNumber | Description | |
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31 | Certification pursuant to Section 301 of the Sarbanes-Oxley Act of 2002 | Included |
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32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Included |
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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.
FAMOUS UNCLE AL’S HOT DOGS & GRILLE, INC.
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By: /s/ Paul Esposito | Chief Executive Officer, Chief Financial Officer | Dated: November 16, 2009 |
Paul Esposito | | |
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