UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
to
FORM 10-Q
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þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE |
| ACT OF 1934 |
For the quarterly period ended:June 30, 2011 | |
or | |
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¨ | 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: 000-53539
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H&H Imports, Inc.
(Exact name of registrant as specified in its charter)
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Florida | 80-149096 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
14044 Icot Boulevard, Clearwater, Florida 33760
(Address of Principal Executive Office) (Zip Code)
(727) 288-2738
(Registrant’s telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the | ||||||||||
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | þ | Yes | ¨ | No | ||||||
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | ||||||||||
| þ | Yes | ¨ | No | ||||||
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. | ||||||||||
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Large accelerated filer | ¨ |
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| Accelerated filer | ¨ |
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Non-accelerated filer | ¨ | (Do not check if a smaller |
| Smaller reporting company | þ |
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| reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||||||
| ¨ | Yes | þ | No | ||||||
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
| Shares Outstanding as of August 23, 2011 | ||||||||
Common Stock, $0.0001 Par Value Per Share |
| 235,540,523 | ||||||||
EXPLANATORY NOTE
The purpose of this Amendment No. 2 to H & H Imports, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 23, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q (except as provided under Amendment No. 1 to the Form 10-Q). This Amendment No. 2 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q (except as provided under Amendment No. 1 to the Form 10-Q).
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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ITEM 6.
EXHIBITS
Exhibit Number |
| Description |
2.1 |
| Merger Agreement dated May 28, 2010 (1) |
3.1 |
| Articles of Incorporation(2) |
3.2 |
| Articles of Amendment(2) |
3.25 |
| Articles of Amendment(4) |
3.3 |
| Bylaws(2) |
4.1 |
| Form of Series A, B and C Common Stock Purchase Warrant(1) |
4.2 |
| Placement Agent Warrant(1) |
4.3 |
| Convertible Promissory Note issued to Steve Rogai(1) |
10.1 |
| Employment Agreement with Kevin Harrington(1) |
10.2 |
| Executive Equity Incentive Plan(3) |
10.3 |
| Non Executive Equity Incentive Plan(3) |
10.4 |
| Infomercial and Brand License Agreement** |
31.1 |
| Certification of Chief Executive Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the Securities Exchange Act ** |
31.2 |
| Certification of Chief Financial Officer pursuant to Rule 13A-14(a) or Rule 15d-14(a) of the Securities Exchange Act ** |
32.1 |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
101.INS |
| XBRL Instance File * |
101.SCH |
| XBRL Taxonomy Extension Schema * |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase * |
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase * |
101.LAB |
| XBRL Taxonomy Extension Label Linkbase * |
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase * |
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*
Filed herewith.
**
Previously filed.
(1)
Incorporated by reference to the Company’s current report on Form 8-K dated May 28, 2010 filed on June 4, 2010.
(2)
Incorporated by reference to the Company’s registration statement on Form S-1 filed April 24, 2008.
(3)
Incorporated by reference to the Company’s Schedule 14C Definitive Information Statement filed on July 8, 2010.
(4)
Incorporated by reference to the Company’s registration statement on Form S-1/A (333-170788) Filed on February 9, 2011.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 13, 2011
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| H&H Imports, Inc. | |
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| By: | /s/ STEVEN ROGAI |
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| Steven Rogai, |
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| Chief Executive Officer |
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| Chief Financial Officer |
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