UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended: May 31, 2008
Or
/ / Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
Commission File Number: 333-150419
H & H IMPORTS, INC.
-------------------
(Exact name of Registrant as specified in its charter)
Florida 80-0149096
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or organization)
7220 NW 7th Street
Plantation, FL 33317 (954) 792-0067
-------------------- --------------
(Address of Principal Executive Offices) (Registrant's telephone number)
Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Act 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. _X_ Yes ___ No.
Indicate by check mark whether the registrant is a large accelerated filer, an
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 [ ] 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]
H & H IMPORTS, INC
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Page No.
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Part I. Unaudited Financial Information
Item 1. Unaudited Balance Sheet as of May 31, 2008 ............... 3
Unaudited Statements of Operations -
Three Months Ended May 31, 2008 and 2007, and for the
period from November 20, 2006 (inception) through
May 31, 2008 ............................................. 4
Unaudited Statements of Cash Flows -
Three Months Ended May 31, 2008 and 2007, and for the
period from November 20, 2006 (inception) through
May 31, 2008 ............................................. 5
Notes to Financial Statements ............................ 6-9
Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations ................................ 10-11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4T. Controls and procedures .................................. 11
Part II. Other Information
Item 1A. Risk Factors ............................................ 11-13
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 13-14
Item 6. Exhibits ................................................. 14
2
H & H IMPORTS, INC
(A Development Stage Company)
Balance Sheet (Unaudited)
MAY 31, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents ....................................... $ 36,291
--------
Total current assets .............................................. 36,291
--------
Total assets ...................................................... $ 36,291
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable ................................................ $ 20,324
--------
Total current liabilities ......................................... 20,324
STOCKHOLDERS' EQUITY
Preferred stock, authorized 10,000,000 shares;issued and
outstanding 0 shares ........................................... -
Common stock, $.0001 par value; authorized 200,000,000
shares; issued and outstanding 5,150,000 shares ................ 515
Additional paid-in capital ...................................... 44,299
Deficit accumulated during the development stage ................ (28,847)
--------
Total stockholders' equity ........................................ 15,967
--------
Total liabilities and stockholders' equity ........................ $ 36,291
========
See accompanying notes to unaudited financial statements.
3
H & H IMPORTS, INC
(A Development Stage Company)
Statements of Operations (Unaudited)
Three Months Ended May 31, 2008 and 2007, and Period from November 20, 2006
(inception) through May 31, 2008
THREE MONTHS ENDED
MAY 31, NOVEMBER 20, 2006
----------------------- (INCEPTION) THROUGH
2008 2007 MAY 31, 2008
----------- --------- -------------------
NET SALES .................... $ - $ - $ -
Cost of sales ................ - - -
----------- --------- ---------
Gross profit ................. - - -
COSTS AND EXPENSES:
Selling, general and
administrative expenses ... 22,764 2,064 28,878
----------- --------- ---------
22,764 2,064 28,878
----------- --------- ---------
Loss from operations ......... (22,764) (2,064) (28,878)
Interest income .............. 31 - 31
----------- --------- ---------
LOSS BEFORE INCOME TAXES ..... (22,733) (2,064) (28,847)
INCOME TAXES ................. - - -
----------- --------- ---------
NET LOSS ..................... $ (22,733) $ (2,064) $ (28,847)
=========== ========= =========
BASIC AND DILUTED NET LOSS
PER SHARE ................... $ (0.00) $ (0.00)
=========== =========
WEIGHTED AVERAGE SHARES
OUTSTANDING
BASIC AND DILUTED .......... 5,062,609 900,000
=========== =========
See accompanying notes to unaudited financial statements.
4
H & H IMPORTS, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MAY 31, 2008 AND 2007, AND
PERIOD FROM NOVEMBER 20, 2006 (INCEPTION) THROUGH MAY 31, 2008
THREE MONTHS ENDED
MAY 31, NOVEMBER 20, 2006
-------------------- (INCEPTION) THROUGH
2008 2007 MAY 31, 2008
-------- -------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) ........................................ $(22,733) $ (2,064) $(28,847)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operating activities:
Issuance of common stock for services ........... - 2,064 5,814
Change in assets and liabilities
Accounts payable .............................. 20,024 - 20,324
-------- -------- --------
Net cash provided by (used in) operating activities (2,709) - (2,709)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash, net of costs ...... 7,000 - 39,000
-------- -------- --------
Net cash provided by financing activities ........ 7,000 - 39,000
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS ......... 4,291 - 36,291
CASH AND CASH EQUIVALENTS, beginning of period .... 32,000 - -
-------- -------- --------
CASH AND CASH EQUIVALENTS, end of period .......... $ 36,291 $ - $ 36,291
======== ======== ========
Supplementary information:
Cash paid for:
Interest ...................................... $ - $ - $ -
======== ======== ========
Income taxes .................................. $ - $ - $ -
======== ======== ========
See accompanying notes to unaudited financial statements.
5
H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY)
MAY 31, 2008
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK
- -----------------------------------------------------------
H & H Imports, Inc. (The Company) was formed to import leather goods from Asia.
The Company has no revenues to date. Since its inception, the Company has been
dependent upon the receipt of capital investment to fund its continuing
activities. In addition to the normal risks associated with a new business
venture, there can be no assurance that the Company's business plan will be
successfully executed. Our ability to execute our business model will depend on
our ability to obtain additional financing and achieve a profitable level of
operations. There can be no assurance that sufficient financing will be
obtained, or can we give any assurance that we will generate substantial
revenues or that our business operations will prove to be profitable.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
BASIS OF PRESENTATION
- ---------------------
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the management of the Company, all adjustments, consisting of
a normal and recurring nature, considered necessary for a fair presentation have
been included. Operating results for the three month periods ended May 31, 2008
are not necessarily indicative of the results that may be expected for the year
ending February 28, 2009. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Registration Statement on Form S-1.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents. The Company purchased
a certificate of deposit (CD) on April 10, 2008 for $35,000 with a maturity of
July 10, 2008. The certificate earns interest at 3%.
6
H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY)
MAY 31, 2008
NOTES TO UNAUDITED FINANCIAL STATEMENTS
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
INCOME TAXES
Income taxes are accounted for in accordance with SFAS No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases of
the Company's assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to a
deferred tax asset is recorded when it is more likely than not that some or the
entire deferred tax asset will not be realized.
REVENUE RECOGNITION
The Company will recognize revenue when:
o Persuasive evidence of an arrangement exists;
o Shipment has occurred;
o Price is fixed or determinable; and
o Collectability is reasonably assured
The Company closely follows the provisions of Staff Accounting Bulletin No. 104
as described above. For the three month periods ended May 31, 2008 and 2007 and
the period from November 20, 2006 (inception) through May 31, 2008 the Company
has recognized no revenues.
7
H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY)
MAY 31, 2008
NOTES TO UNAUDITED FINANCIAL STATEMENTS
EARNINGS (LOSS) PER SHARE
The financial statements are presented in accordance with Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share". Basic earnings
per share is computed using the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflect the potential
dilution from the exercise or conversion of securities into common stock.
NOTE 3 - EQUITY TRANSACTIONS
- ----------------------------
During the year ended February 29, 2008, the Company issued 900,000 shares of
common stock for services rendered at a value of $2,064.
During the year ended February 29, 2008, the Company issued 2,180,000 shares of
common stock to an initial investor for cash of $5,000.
During the year ended February 29, 2008, the Company issued 150,000 shares of
common stock to directors for services rendered at a value of $3,750.
During the year ended February 29, 2008, the Company issued 1,080,000 shares of
common stock at $.025 per share, for a total of $27,000.
During the three months ended May 31, 2008 the Company issued 840,000 shares of
common stock at $.025 per share, for a total of $21,000.
During the three months ended May 31, 2008 the Company incurred costs to file
its registration statement of $14,000. These costs are offset against additional
paid in capital.
NOTE 4 - INCOME TAXES
- ---------------------
For income tax purposes, the Company has elected to capitalize start-up costs
incurred during the period from November 20, 2006 (inception) through May 31,
2008 totaling $28,847. The start-up costs are being amortized over one hundred
sixty months beginning in the year of initial operations.
NOTE 5 - CONCENTRATION OF CREDIT RISK
- -------------------------------------
Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash deposits. Accounts at each institution
are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000.
At May 31, 2008, the Company had no amounts in excess of FDIC insured limit.
8
H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY)
MAY 31, 2008
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 6 - NET LOSS PER SHARE
- ---------------------------
The Company's basic and diluted net loss per share amounts have been computed by
dividing the results by the weighted average number of outstanding common
shares. The Company currently has no common shares equivalents.
The following reconciles amounts reported in the financial statements:
Three Month Period Three Month Period
ended May 31, 2008 ended May 31, 2007
------------------ ------------------
Net income (loss) $ (22,733) $ (2,064)
========== ==========
Denominator for basic loss per share -
Weighted average shares 5,062,609 900,000
Denominator for diluted loss per share -
Basic and diluted loss per common share $ (.00) $ (.00)
========== ==========
NOTE 7 - GOING CONCERN
- ----------------------
As reflected in the accompanying financial statements, the Company had a net
loss for the three months ended May 31, 2008, and a deficit accumulated from
inception to May 31, 2008 of $28,847. At May 31, 2008, the Company has no
operating revenues. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan and
raise capital. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.
The Company is currently a development stage company and its continued existence
is dependent upon the Company's ability to resolve its liquidity problems,
principally by obtaining additional debt financing and/or equity capital. The
Company has yet to generate a significant internal cash flow, and until sales of
products commence, the Company is highly dependent upon debt and equity funding,
should continuing debt and equity funding requirements not be met the Company's
operations may cease to exist.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD LOOKING INFORMATION
The following discussion and analysis of the Company's financial
condition and results of operations should be read with the condensed financial
statements and related notes contained in this quarterly report on Form 10-Q
("Form 10-Q"). All statements other than statements of historical fact included
in this Form 10-Q are, or may be deemed to be, 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. These statements involve known and unknown
risks, uncertainties and other factors that may cause the Company's actual
results, levels of activity, performance or achievements to be materially
different than any expressed or implied by these forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these terms
or other comparable terminology. Important factors that could cause actual
results to differ materially from those discussed in such forward-looking
statements include: 1. General economic factors including, but not limited to,
changes in interest rates and trends in disposable income; 2. Information and
technological advances; 3. Cost of products sold; 4. Competition; and 5. Success
of marketing, advertising and promotional campaigns. The Company is subject to
specific risks and uncertainties related to its business model, strategies,
markets and legal and regulatory environment. You should carefully review the
risks described in this Form 10-Q and in other documents the Company files from
time to time with the SEC. You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this Form 10-Q.
The Company undertakes no obligation to publicly release any revisions to the
forward-looking statements to reflect events or circumstances after the date of
this document.
OVERVIEW
We were formed in November 2006 to purchase and sell at wholesale
women's handbags. The objective of our company is to successfully operate a
wholesale handbag company for a profit. However, since we are in the
developmental stage and have not yet introduced any products into the
marketplace, we can not assure you that we will achieve this objective.
To date all of our activities have been related to our formation of our
business, formulation of our business plan and initial start-up operations such
as investigating sources of supply for product, investigating potential
distribution channels for our products and development of our proposed
financing. Our ability to proceed with our plan to enter the commercial
marketplace with our initial product depends upon our obtaining adequate
financial resources. As of May 31, 2008, we had not incurred any material costs
or expenses other than those associated with these activities.
10
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended May 31, 2008, working capital decreased
$15,733 to a surplus of $15,967 from a surplus of $31,700. The primary reason
for the decrease was the increase in accounts payable of $20,000. During this
same period, stockholders' equity decreased $15,733 to $15,967 from $31,700. The
decrease in stockholders' equity is primarily due to the net loss for the period
of ($22,733) and the costs of the registration statement of $14,000, offset by
the common stock issued for cash of $21,000.
There are no assurances that the Company will be successful in
achieving profitable operations or continue as a going concern.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Due to the nature of our short-term investments, we believe that we are
not subject to any material market risk exposure. We do not have any foreign
currency or other derivative financial instruments.
ITEM 4T. CONTROLS AND PROCEDURES.
An evaluation was carried out under the supervision and with the
participation of our management, including our Chief Executive Officer ("CEO")
and our Chief Financial Officer ("CFO"), of the effectiveness of our disclosure
controls and procedures as of May 31, 2008. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective as of May 31, 2008.
No change in internal control over financial reporting occurred during
the quarter ended May 31, 2008 that has materially affected, or is reasonably
likely to materially affect, internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1A. RISK FACTORS
We are subject to a number of risks, some of which are discussed below.
Before deciding to invest in our company or to maintain or increase your
investment, you should carefully consider the risks described below, in addition
to the other information contained in this Quarterly Report on Form 10-Q and in
our other filings with the Securities and Exchange Commission, including any
subsequent reports filed on Forms 10-K, 10-Q and 8-K. The risks and
uncertainties described below are not the only ones that we face. Additional
risks and uncertainties not presently known to us or that we currently deem
immaterial may also affect our business and results of operations. If any of
these risks actually occur, our business, financial condition or results of
operations could be seriously harmed.
11
BECAUSE WE WERE ORGANIZED IN NOVEMBER 2006 AND HAVE NOT CONDUCTED OPERATIONS OF
OUR HANDBAG BUSINESS BEYOND INITIAL START-UP OPERATIONS, OUR BUSINESS MAY NOT BE
SUCCESSFUL.
Our company was incorporated in November 2006 and has only undertaken
activities related to its formation, initial planning of our business and
preparing for this offering. We have not begun to offer any products into the
marketplace. We have no history of operating such business upon which you can
rely in making an investment decision concerning this offering. Investing in a
business in the start-up phase is riskier than investing in a business that has
already begun selling products and has a history of operations.
OUR INDEPENDENT AUDITORS HAVE RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN.
Our independent auditors have raised substantial doubts about our
ability to continue as a going concern in their reports on our financial
statements for the years ended February 29, 2008 and February 28, 2007. If we
are unable to continue as going concern we would experience additional losses
from the write-down of assets.
BECAUSE WE MAY NOT BE SUCCESSFUL IN DEVELOPING OUR PROPOSED WHOLESALE BUSINESS,
THIS IS A RISKY INVESTMENT.
The establishment of any new business is difficult and there can be no
assurance that we will be able to enter the commercial marketplace with products
or that any products we introduce will be a commercial success.
BECAUSE OUR PRODUCTS MAY NOT BE COMMERCIALLY SUCCESSFUL, WE MAY NOT BE ABLE TO
CONTINUE IN BUSINESS.
In order to achieve profitable operations we are dependent upon market
acceptance of our products, substantial sales and the ability to acquire and
distribute products at satisfactory cost levels, none of which can be assured.
We have not introduced any products into the marketplace.
WE HAVE NO ARRANGEMENT OR RESOURCES OF ADDITIONAL CAPITAL AND MAY HAVE TO
CURTAIL OUR OPERATIONS IF ADDITIONAL CAPITAL IS NOT AVAILABLE WHEN WE NEED IT.
If we succeed in introducing our first products into the marketplace we
anticipate that sales of our product will generate sufficient cash flow to
support our operations for the next twelve months. However, this is based on our
assumption of achieving significant sales of our product and there can be no
assurance that such sales levels will be achieved. Therefore, we may require
additional financing through factoring of accounts receivable, loans and other
arrangements, including the sale of additional common stock or preferred stock.
There can be no assurance that such additional financing will be available, or
if available, can be obtained on satisfactory terms. To the extent that any such
financing involves the sale of our equity securities, the interests of our then
existing stockholders, including the investors in this offering, could be
substantially diluted. In the event that we do not have sufficient capital to
support our operations we may have to curtain our operations.
12
OUR OFFICERS AND DIRECTORS HAVE NO EXPERIENCE IN THE HANDBAG BUSINESS, MAKING IT
LESS LIKELY THAT OUR BUSINESS WILL BE SUCCESSFUL.
None of our officers and directors has any background or experience in
the handbag business. Investing in a business which is run by persons who have
no experience in the industry in which it will operate is riskier than investing
in a business that has a management team with experience in its industry.
Investing in a public company which is run by persons who have no experience in
operating public companies is riskier than investing in a business that has a
management team with experience in the operation of public companies.
WE HAVE NO FULL TIME EMPLOYEES AND OUR OFFICERS ONLY WORK FOR US ON AN "AS
NEEDED" BASIS, WHICH MEANS OUR MANAGEMENT MAY BE INADEQUATE TO OPERATE OUR
BUSINESS.
We do not currently employ any full-time employees. All of our
activities to date have been undertaken by our officers who their time to
operating our business as needed. We cannot assure you that our management will
be able to devote sufficient time to our business in the future or that we will
be able to hire employees when needed to support our entry into the handbag
business.
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered sale of equity securities.
On March 1, 2007, the Company issued 225,000 shares of common stock for
services rendered at a value of $516 to an officer of the Company. On March 1,
2007, the Company issued 450,000 shares of common stock for services rendered at
a value of $1,032 to a Company owed by an officer of the Company. We believe
that the sales were exempt from registration under Section 4(2) of the
Securities Act of 1933. The securities were not offered publicly but only to
identified persons who provided the specific consideration referred to herein.
We believe the shareholders were knowledgeable and sophisticated in investment
matters. Each stockholder acknowledged that the shares were not registered under
the Securities Act of 1933 and agreed to not sell or transfer the shares without
complying with the registration requirements of the said Act or pursuant to an
exemption from such registration requirements. The certificates for such shares
contains a legend restricting transfer of the shares without registration under
the Securities Act of 1933 or an exemption from such registration and a stop
transfer order has been lodged against such shares.
During the quarter ended May 31, 2008 the Company sold 840,000 shares
of common stock at $.025 per share, for a total of $21,000, to 7 accredited
investors. No broker dealer was involved in the sale of these shares and no
commissions or other remuneration was paid in connection with these sales. The
shares were issued in a private placement to accredited investors pursuant to an
exemption from registration under the Securities Act of 1933 pursuant to Section
4(2) thereof. The shareholders who received the forgoing shares signed a
subscription agreement acknowledging that the shares were not registered under
the Securities Act of 1933, and could only be sold under a registration or
exemption from registration. Each certificate for such shares contains a
restrictive legend concerning the foregoing restrictions on transfer and a stop
transfer order has been lodged against such shares. Each investor was offered
access to our books and records and the opportunity to ask our officers
questions and receive answers concerning the terms and condition of the offering
and the Company.
13
Use of proceeds from initial public offering.
Our Registration Statement on Form S-1 (Commission File No. 333-150419)
became effective on June 6, 2008. We registered 40,000 shares of Series A
Convertible Preferred Stock for sale by the Company for the aggregate price of
$600,000 and also registered the shares of our Common Stock into which the
shares of our Series A Convertible Preferred Stock may be converted. Each share
of Series A Convertible Preferred Stock may be converted into 100 shares of our
common stock. The offering has not commenced as of the date hereof pending
clearance from the Florida Office of Financial Regulation. The offering is being
made directly by us and is not being underwritten.
ITEM 6. EXHIBITS
The following exhibits are furnished with this report:
31.1 Certification of President, Principal Financial and Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1 Certification of President, Principal Financial and Accounting Office
Pursuant to Section 906 of the Sarbanes-Oxley Act
14
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.
H & H IMPORTS, INC.
July 7, 2008 By: /s/ Francis A. Rebello
--------------------------
Francis A. Rebello, President
(Chief Executive Officer and Chief Financial Officer)
15