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: August 31, 2009 Or / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 000-53539 H & H IMPORTS, INC. ------------------- (Exact name of Registrant as specified in its charter) Florida 80-0149096 ------- ---------- (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 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 (ss.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). [ ] 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] On August 31, 2009 the Company had 5,562,500 shares of common stock outstanding. H & H IMPORTS, INC (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS Page No. ------ Part I. Financial Information Item 1. Financial Statements Unaudited Balance Sheet as of August 31, 2009 and February 28, 2009 ............................................... 3 Unaudited Statements of Operations - Three and Six Months Ended August 31, 2009 and 2008, and for the period from November 20, 2006 (inception) through August 31, 2009 ................................................. 4 Unaudited Statements of Cash Flows - Three and Six Months Ended August 31, 2009 and 2008, and for the period from November 20, 2006 (inception) through August 31, 2009 ................................................. 5 Notes to unaudited Financial Statements - ....................... 6-10 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations ....................................... 11-12 Item 3. Quantatitive and Qualitative Disclosures About Market Risk ...... 12 Item 4T. Controls and procedures ......................................... 12 Part II. Other Information Item 1. Legal Proceedings ............................................... 13 Item 1A. Risk Factors .................................................... 13 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds ...... 13 Item 3. Defaults Upon Security Securities ............................... 13 Item 4. Submission of Matters to a Vote of Security Holders ............. 13 Item 5. Other Information ............................................... 14 Item 6. Exhibits ........................................................ 14 2 H & H IMPORTS, INC (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET (UNAUDITED) AUGUST 31, FEBRUARY 28, 2009 2009 (1) --------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents ...................... $ 20,631 $ 49,210 Accounts Receivable ............................ 1,195 - Inventories .................................... 2,000 - Prepaid expenses ............................... - 1,500 --------- --------- Total current assets ............................. 23,826 50,710 --------- --------- Total assets ..................................... $ 23,826 $ 50,710 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable ............................... $ 7,483 $ 3,123 Accrued expenses ............................... 1,000 6,250 Due to shareholder ............................. 1,000 - --------- --------- Total current liabilities ........................ 9,483 9,373 STOCKHOLDERS' EQUITY Preferred stock, no par value authorized 40,000 shares; issued and outstanding 0 shares at August 31, 2009, 4,125 shares at February 28, 2009; liquidation preference $61,875 ......... - 61,875 Common stock, $.0001 par value; authorized 200,000,000 shares; issued and outstanding 5,562,500 shares at August 31, 2009, 5,150,000 shares at February 28, 2009 .................. 556 515 Additional paid-in capital ..................... 107,383 44,299 Deficit accumulated during the development stage (93,596) (65,352) --------- --------- Total stockholders' equity ....................... 14,343 41,337 --------- --------- Total liabilities and stockholders' equity ....... $ 23,826 $ 50,710 ========= ========= (1) Derived from audited financial statement See accompanying notes to unaudited financial statements. 3 H & H IMPORTS, INC (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED) THREE AND SIX MONTHS ENDED AUGUST 31, 2009 AND 2008, AND PERIOD FROM NOVEMBER 20, 2006 (INCEPTION) THROUGH AUGUST 31, 2009 THREE MONTHS ENDED SIX MONTHS ENDED AUGUST 31, AUGUST 31, NOVEMBER 20, 2006 -------------------------- -------------------------- (INCEPTION) THROUGH 2009 2008 2009 2008 AUGUST 31, 2009 ----------- ----------- ----------- ----------- ------------------- NET SALES .............. $ - $ - $ 8,195 $ - $ 23,195 Cost of sales .......... - - 5,000 - 15,300 ----------- ----------- ----------- ----------- ----------- Gross profit ........... - - 3,195 - 7,895 COSTS AND EXPENSES: Selling, general and administrative expenses 17,581 13,031 31,466 35,795 101,836 ----------- ----------- ----------- ----------- ----------- 17,581 13,031 31,466 35,795 101,836 ----------- ----------- ----------- ----------- ----------- Loss from operations ... (17,581) (13,031) (28,271) (35,795) (93,941) Interest income ........ 23 282 27 313 345 ----------- ----------- ----------- ----------- ----------- LOSS BEFORE INCOME TAXES (17,558) (12,749) (28,244) (35,482) (93,596) INCOME TAXES ........... - - - - - ----------- ----------- ----------- ----------- ----------- NET LOSS ............... $ (17,558) $ (12,749) $ (28,244) $ (35,482) $ (93,596) =========== =========== =========== =========== =========== BASIC AND DILUTED NET LOSS PER SHARE ........ $ (0.00) $ (0.00) $ (0.01) $ (0.01) =========== =========== =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING BASIC AND DILUTED .... 5,562,500 5,150,000 5,425,747 5,106,304 =========== =========== =========== =========== See accompanying notes to unaudited financial statements. 4 H & H IMPORTS, INC (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED AUGUST 31, 2009 AND 2008, AND PERIOD FROM NOVEMBER 20, 2006 (INCEPTION) THROUGH AUGUST 31, 2009 SIX MONTHS ENDED AUGUST 31, NOVEMBER 20, 2006 ---------------------- (INCEPTION) THROUGH 2009 2008 AUGUST 31, 2009 --------- --------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss .......................................... $ (28,244) $ (35,482) $ (93,596) Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: Issuance of common stock for services ........... 1,250 - 7,064 Change in assets and liabilities Prepaid Expenses .............................. 1,500 - 0 Accounts Receivable ........................... (1,195) - (1,195) Inventories ................................... (2,000) - (2,000) Accounts Payable .............................. 4,360 6,297 7,483 Accrued Expenses .............................. (5,250) - 1,000 Due to shareholder ............................ 1,000 - 1,000 --------- --------- --------- Net cash used in operating activities ............. (28,579) (29,185) (80,244) --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Preferred stock issued for cash ................. - 35,625 61,875 Common stock issued for cash, net of costs ...... - 7,000 39,000 --------- --------- --------- Net cash provided by financing activities ......... - 42,625 100,875 --------- --------- --------- NET INCREASE IN CASH AND CASH EQUIVALENTS ......... (28,579) 13,440 20,631 CASH AND CASH EQUIVALENTS, beginning of fiscal year 49,210 32,000 - --------- --------- --------- CASH AND CASH EQUIVALENTS, end of period .......... $ 20,631 $ 45,440 $ 20,631 ========= ========= ========= Supplementary information: - -------------------------- Cash paid for : Interest ...................................... $ - $ - $ - ========= ========= ========= Income taxes .................................. $ - $ - $ - ========= ========= ========= See accompanying notes to unaudited financial statements. 5 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) AUGUST 31, 2009 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 had sales of approximately $8,000 in the six month period ended August 31, 2009. 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 and with the instructions to Form 10-Q and article 8-03 of Regulation S-X. 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 six month period ended August 31, 2009 are not necessarily indicative of the results that may be expected for the year ending February 28, 2010. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report for the year ended February 28, 2009, which is included in the Company's Form 10-K for the year ended February 28, 2009. 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 has no cash equivalents. 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. 6 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) AUGUST 31, 2009 NOTES TO UNAUDITED FINANCIAL STATEMENTS ACCOUNTS RECEIVABLE The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. INVENTORIES Inventories are valued at the lower of cost (first-in, first-out) or market, and include finished goods, components and raw materials. 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 and six month periods ended August 31, 2009 and 2008 and the period from November 20, 2006 (inception) through August 31, 2009 the Company has recognized minimal revenues. 7 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) AUGUST 31, 2009 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. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial instruments consist principally of cash, prepaid expenses, accounts payable, and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management's opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. RECENT AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards Codification(TM) and the Hierarchy of Generally Accepted Accounting Principles" ("Codification"), as a replacement of SFAS No. 162, "The Hierarchy of Generally Accepted Principles" which was issued in May 2008. The Codification will become the source of authoritative U.S. generally accepted accounting principles ("GAAP") recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. Statement No. 168 effectively modifies GAAP hierarchy into two levels of GAAP: authoritative and non-authoritative. The Company does not believe the application of SFAS 168 will have a significant impact, if any, on the Company's financial statements. In June 2009, the FASB issued SFAS 167, "Amendments to FASB Interpretation No. 46(R)", which changes the approach to determining the primary beneficiary of a variable interest entity ("VIE") and requires companies to more frequently assess whether they must consolidate VIEs. This new standard is effective for us beginning on January 1, 2010. The Company is currently assessing the potential impacts, if any, on our consolidated condensed financial statements and disclosures. 8 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) AUGUST 31, 2009 NOTES TO UNAUDITED FINANCIAL STATEMENTS In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" (SFAS No. 165). SFAS No. 165 establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). SFAS No. 165 requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. This standard is effective for interim and annual periods ending after June 15, 2009. The adoption of SFAS No. 165 did not have a material impact on the Company's financial condition or results of operations. NOTE 3 - EQUITY TRANSACTIONS - ---------------------------- 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. During the year ended February 28, 2009, the Company issued 4,125 shares of Series A Convertible Preferred Stock at $15.00 per share, for a total of $61,875. During the three months ended May 31, 2009, the Company retired 50,000 shares of common stock that were issued to a former director of the Company. During the three months ended May 31, 2009, the Company issued 50,000 shares of common stock for services rendered at a value of $1,250 During the three months ended May 31, 2009, the holders of 4,125 shares of Series A Convertible Preferred Stock exercised the right to convert such shares into 412,500 shares of common stock. No Series A convertible preferred stock remains outstanding as of May 31, 2009. 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 August 31, 2009 totaling $93,596 start-up costs are being amortized over 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 $250,000. At August 31, 2009, the Company had no amounts in excess of FDIC insured limit. 9 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) AUGUST 31, 2009 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: Six Month Six Month Period ended Period ended August 31, 2009 August 31, 2008 --------------- --------------- Net loss ............................... $ (28,244) $ (35,482) =========== =========== Denominator for basic loss per share - Basic Weighted average shares ........ 5,425,747 5,106,304 Denominator for diluted loss per share - Diluted Weighted average shares ...... - - Basic and diluted loss per common share $ (.01) $ (.01) =========== =========== NOTE 7 - GOING CONCERN - ---------------------- As reflected in the accompanying financial statements, the Company had a net loss for the six months ended August 31, 2009 of $28,244, and a deficit accumulated from inception to November 30, 2008 of $93,596. At August 31, 2009, the Company has minimal 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 debt financing and/or equity capital. The Company has yet to generate a significant internal cash flow, and until sales of products increase substantially, the Company is highly dependent upon debt and equity funding. Should continuing working capital requirements not be met the Company's operations may cease to exist. 10 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 BUSINESS 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 recently introduced products into the marketplace, we cannot assure you that we will achieve this objective. In the six months ended August 31, 2009 we achieved net sales of products in the amount of $8,195 and gross profit of $3,195, or 39% of net sales. While the gross margin on our sales was satisfactory, sales were still below the level required to achieve profitable operations. There were no sales in the six months ended August 31, 2008. Selling, general and administrative expenses fell from $35,795 in the six months ended August 31, 2008 to $31,466 in the six months ended August 31, 2009. As a result we lost $28,244 in the six months ended August 31, 2009 versus a loss of $35,482 in the six months ended August 31, 2008. 11 LIQUIDITY AND CAPITAL RESOURCES During the six months ended August 31, 2009, working capital decreased $26,994 to a surplus of $14,343 from a surplus of $41,337. The primary reason for the decrease was the decrease in cash of $13,110. During this same period, stockholders' equity decreased $26,994 to $14,343 from $41,337. The decrease in stockholders' equity is primarily due to the net loss for the period of ($28,244) offset by the costs of the stock issued for services of $1,250. We are continuing to pursue our business plan. However, the low level of our working capital will make it more difficult to purchase and market products in substantial quantity. Accordingly, there are no assurances that the Company will be successful in achieving profitable operations or 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 included in our annual report on Form 10-K for the fiscal year ended February 28, 2009. We will continue to pursue our business plan with our available capital. One of our officers is devoting his full time to our business and receives a commission on product sales. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management's discussion and analysis of its financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses and the valuation of our assets and contingencies. We believe our estimates and assumptions to be reasonable under the circumstances. However, actual results could differ from those estimates under different assumptions or conditions. Our financial statements are based on the assumption that we will continue as a going concern. If we are unable to continue as a going concern we would experience additional losses from the write-down of assets. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4T. CONTROLS AND PROCEDURES. DISCLOSURE CONTROLS AND PROCEDURES. Under the direction of our Principal Executive Officer and Principal Financial Officer, we evaluated our disclosure controls and procedures as of August 31, 2009. Our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of August 31, 2009. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. There were no changes in our internal controls over financial reporting that occurred during the quarter ended August 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 12 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not a party to, and its property is not the subject of, any material pending legal proceedings. ITEM 1A. RISK FACTORS An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously disclosed in our Form 10-K for the fiscal year ended February 28, 2009. You should consider carefully all of the material risks described in such registration statement before making a decision to invest in our securities. If any of the events described therein occur, our business, financial conditions and results of operations may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS. Unregistered sale of equity securities. None 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 4,000,000 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 shares were offered by our President. There were no fees, commissions or expenses paid to underwriters or finders' in connection with the offering. The offering was commenced on June 6, 2008 and terminated on December 22, 2008. We sold 4,125 of the 4,000,000 shares of Series A Convertible Preferred Stock registered in the offering and received the offering price of $61,875. We paid other expenses in connection with the offering of $14,000 and the net proceeds to us were $47,875. As of August 31, 2009 the net proceeds were used as follows: Temporary Investments ... $10,275 Working capital ......... $37,600 $9,500 of the net proceeds was paid directly or indirectly, to our officers, directors or their associates or to persons owning 10% or more of any class of our equity securities or to any of our affiliates. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None 13 ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS 31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) 32.1 Certification pursuant to 18 U.S.C. Section 1350 SIGNATURES Pursuant to 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. October 8, 2009 By: /s/ Francis A. Rebello ---------------------- Francis A. Rebello, President (Chief executive officer and Chief Financial Officer) 14