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: November 30, 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 November 30, 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 November 30, 2009 and February 28, 2009 ............................................... 3 Unaudited Statements of Operations - Three and Nine Months Ended November 30, 2009 and 2008, and for the period from November 20, 2006 (inception) through November 30, 2009 ............................................... 4 Unaudited Statements of Cash Flows - Nine Months Ended November 30, 2009 and 2008, and for the period from November 20, 2006 (inception) through November 30, 2009 .... 5 Notes to unaudited Financial Statements - ....................... 6-13 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations ....................................... 14-15 Item 3. Quantatitive and Qualitative Disclosures About Market Risk ...... 15 Item 4T. Controls and procedures ......................................... 16 Part II. Other Information Item 1. Legal Proceedings ............................................... 16 Item 1A. Risk Factors .................................................... 16 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds ...... 16 Item 3. Defaults Upon Security Securities ............................... 17 Item 4. Submission of Matters to a Vote of Security Holders ............. 17 Item 5. Other Information ............................................... 17 Item 6. Exhibits ........................................................ 17 2 H & H IMPORTS, INC (A Development Stage Company) Balance Sheet (Unaudited) NOVEMBER 30, FEBRUARY 28, 2009 2009 (1) ----------- ------------ ASSETS CURRENT ASSETS Cash and cash equivalents ...................... $ 12,705 $ 49,210 Accounts Receivable ............................ 1,195 - Inventories .................................... 2,000 - Prepaid expenses ............................... - 1,500 --------- --------- Total current assets ............................. 15,900 50,710 --------- --------- Total assets ..................................... $ 15,900 $ 50,710 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable ............................... $ 4,214 $ 3,123 Accrued expenses ............................... 2,500 6,250 Due to shareholder ............................. 1,000 - --------- --------- Total current liabilities ........................ 7,714 9,373 STOCKHOLDERS' EQUITY Preferred stock, no par value authorized 40,000 shares; issued and outstanding 0 shares at November 30, 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 November 30, 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 (99,753) (65,352) --------- --------- Total stockholders' equity ....................... 8,186 41,337 --------- --------- Total liabilities and stockholders' equity ....... $ 15,900 $ 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 NINE MONTHS ENDED NOVEMBER 30, 2009 AND 2008, AND PERIOD FROM NOVEMBER 20, 2006 (INCEPTION) THROUGH NOVEMBER 30, 2009 NOVEMBER 20, 2006 THREE MONTHS ENDED NINE MONTHS ENDED (INCEPTION) NOVEMBER 30, NOVEMBER 30, THROUGH -------------------------- -------------------------- NOVEMBER 30, 2009 2008 2009 2008 2009 ----------- ----------- ----------- ----------- ------------ NET SALES .............. $ - $ 15,000 $ 8,195 $ 15,000 $ 23,195 Cost of sales .......... - 10,300 5,000 10,300 15,300 ----------- ----------- ----------- ----------- ----------- Gross profit ........... - 4,700 3,195 4,700 7,895 COSTS AND EXPENSES: Selling, general and administrative expenses ............ 6,159 7,612 37,625 43,406 107,995 ----------- ----------- ----------- ----------- ----------- 6,159 7,612 37,625 43,406 107,995 ----------- ----------- ----------- ----------- ----------- Loss from operations ... (6,159) (2,912) (34,430) (38,706) (100,100) Interest income ........ 2 1 29 313 347 ----------- ----------- ----------- ----------- ----------- LOSS BEFORE INCOME TAXES (6,157) (2,911) (34,401) (38,393) (99,753) INCOME TAXES ........... - - - - - ----------- ----------- ----------- ----------- ----------- NET LOSS ............... $ (6,157) $ (2,911) $ (34,401) $ (38,393) $ (99,753) =========== =========== =========== =========== =========== 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 5,516,000 5,120,764 =========== =========== =========== =========== See accompanying notes to unaudited financial statements. 4 H & H IMPORTS, INC (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED NOVEMBER 30, 2009 AND 2008, AND PERIOD FROM NOVEMBER 20, 2006 (INCEPTION) THROUGH NOVEMBER 30, 2009 NOVEMBER 20, 2006 NINE MONTHS ENDED (INCEPTION) NOVEMBER 30, THROUGH ---------------------- NOVEMBER 30, 2009 2008 2009 --------- --------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss .......................................... $ (34,401) $ (38,393) $ (99,753) 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 (1,500) 0 Accounts Receivable ........................... (1,195) - (1,195) Inventories ................................... (2,000) - (2,000) Accounts Payable .............................. 1,091 3,381 4,214 Accrued Expenses .............................. (3,750) - 2,500 Due to shareholder ............................ 1,000 - 1,000 --------- --------- ----------- Net cash used in operating activities ............. (36,505) (36,512) (88,170) --------- --------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Preferred stock issued for cash ................. - 61,875 61,875 Common stock issued for cash, net of costs ...... - 7,000 39,000 --------- --------- ----------- Net cash provided by financing activities ........ - 68,875 100,875 --------- --------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS ......... (36,505) 32,363 12,705 CASH AND CASH EQUIVALENTS, beginning of fiscal year 49,210 32,000 - --------- --------- ----------- CASH AND CASH EQUIVALENTS, end of period .......... $ 12,705 $ 64,363 $ 12,705 ========= ========= =========== Supplementary information: Cash paid for : Interest ...................................... $ - $ - $ - ========= ========= =========== Income taxes .................................. $ - $ - $ - ========= ========= =========== See accompanying notes to unaudited financial statements. 5 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOVEMBER 30, 2009 AND 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 had sales of approximately $8,000 in the nine month period ended November 30, 2009. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Accounting Standards Codification ("ASC") 915 "Development Stage Entities", which was previously Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. 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 interim condensed financial statements as of November 30. 2009 and for the three and nine months ended November 30, 2009 and 2008 have been prepared in accordance with generally accepted accounting principles generally accepted for interim financial statements presentation and in accordance with the instructions to Form 10-Q and rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, the financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of November 30, 2009 and the results of operations for the three and nine months ended November 30, 2009 and 2008 and cash flows for the nine months ended November 30, 2009 and 2008. The results of operations for the three and nine months ended November 30, 2009 and 2008 are not necessarily indicative of the results to be expected for the full year ended 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. The accompanying financial statements and notes are prepared in accordance with accounting principles generally accepted in the United States of America. A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements is as follows: 6 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOVEMBER 30, 2009 AND 2008 NOTES TO UNAUDITED FINANCIAL STATEMENTS 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. 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 Under the asset and liability method prescribed under ASC 740, Income Taxes, The Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of November 30, 2009, the Company has had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. All of the Company's tax years are subject to federal and state tax examination. 7 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOVEMBER 30, 2009 AND 2008 NOTES TO UNAUDITED FINANCIAL STATEMENTS 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 ASC 605, Revenue Recognition, which include the guidelines of Staff Accounting Bulletin No. 104 as described above. For the three and nine month periods ended November 30, 2009 and 2008 and the period from November 20, 2006 (inception) through November 30, 2009 the Company has recognized minimal revenues. INCOME (LOSS) PER COMMON SHARE Basic income (loss) per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. Common equivalent shares are excluded from the computation of net loss per share since their effect is anti-dilutive. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company adopted ASC topic 820, "Fair Value Measurements and Disclosures" (ASC 820), formerly SFAS No. 157 "Fair Value Measurements," effective January 1, 2009. ASC 820 defines "fair value" as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company's financial statements. ASC 820 also describes three levels of inputs that may be used to measure fair value: o Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. o Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. o Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. 8 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOVEMBER 30, 2009 AND 2008 NOTES TO UNAUDITED FINANCIAL STATEMENTS 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. BUSINESS SEGMENTS The Company operates in one segment and therefore segment information is not presented. RECENT AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS In October 2009, the FASB issued Accounting Standards Update ("ASU") ASU No. 2009-13 (ASC Topic 605) which provides authoritative guidance for revenue recognition with multiple deliverables. This authoritative guidance impacts the determination of when the individual deliverables included in a multiple-element arrangement may be treated as separate units of accounting. Additionally, this guidance modifies the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method of allocating arrangement consideration. The Company will adopt this authoritative guidance prospectively commencing in its first quarter of fiscal 2010. The implementation is not expected to have a material impact on the Company's financial position or results of operations. In October 2009, the FASB issued ASU No. 2009-14 (ASC Topic 985) which provides authoritative guidance for the accounting for certain revenue arrangements that include software elements. This authoritative guidance amends the scope of pre-existing software revenue guidance by removing from the guidance non-software components of tangible products and certain software components of tangible products. The Company will adopt this authoritative guidance prospectively commencing in its first quarter of fiscal 2010. The implementation is not expected to have a material impact on the Company's financial position or results of operations. In August 2009, the FASB issued ASU No. 2009-05 (ASC Topic 820) which amends the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009 and did not have a material impact on our financial statements. In June 2009, the FASB issued ASU No. 2009-17 (ASC Topic 810) that revises the guidance on variable interest entities, which becomes effective the first annual reporting period after November 15, 2009 and will be effective for the Company in fiscal 2011. This authoritative guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. The Company is evaluating the potential impact of the implementation of this authoritative guidance on its financial statements, but would not expect it to have a material impact. 9 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOVEMBER 30, 2009 AND 2008 NOTES TO UNAUDITED FINANCIAL STATEMENTS FASB ACCOUNTING STANDARDS CODIFICATION (Accounting Standards Update ("ASU") 2009-01) In June 2009, FASB approved the FASB Accounting Standards Codification ("the Codification") as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission ("SEC"), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company's financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company's financial statements or disclosures as a result of implementing the Codification during the quarter ended November 30, 2009. As a result of the Company's implementation of the Codification during the quarter ended November 30, 2009, previous references to new accounting standards and literature are no longer applicable. In the current quarter financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification. SUBSEQUENT EVENTS (Included in Accounting Standards Codification ("ASC") 855 "Subsequent Events", previously SFAS No. 165 "Subsequent Events") SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued ("subsequent events"). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company's financial statements. The Company evaluated for subsequent events through the issuance date of the Company's financial statements. No recognized or non-recognized subsequent events were noted. 10 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOVEMBER 30, 2009 AND 2008 NOTES TO UNAUDITED FINANCIAL STATEMENTS DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (Included in ASC 350 "Intangibles -- Goodwill and Other", previously FSP SFAS No. 142-3 "Determination of the Useful Lives of Intangible Assets") FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company's financial statements. NONCONTROLLING INTERESTS (Included in ASC 810 "Consolidation", previously SFAS No. 160 "Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51") SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009. The adoption of SFAS No. 160 did not have any other material impact on the Company's financial statements. 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. 11 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOVEMBER 30, 2009 AND 2008 NOTES TO UNAUDITED FINANCIAL STATEMENTS 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 November 30, 2009 totaling $99,753 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 November 30, 2009, the Company had no amounts in excess of FDIC insured limit. 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: Nine Month Nine Month Period ended Period ended November 30, 2009 November 30, 2008 ----------------- ----------------- Net loss ............................... $ (34,401) $ (38,393) =========== =========== Denominator for basic loss per share - Basic Weighted average shares ........ 5,516,000 5,120,764 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 nine months ended November 30, 2009 of $34,401, and a deficit accumulated from inception to November 30, 2009 of $99,753. At November 30, 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. 12 H & H IMPORTS, INC. (A DEVELOPMENT STAGE COMPANY) NOVEMBER 30, 2009 AND 2008 NOTES TO UNAUDITED FINANCIAL STATEMENTS 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. NOTE 8 - RELATED PARTY TRANSACTIONS A shareholder of the Company has paid expenses on behalf of the Company in exchange for a payable bearing no interest and due on demand. The balance payable to the shareholder at November 30, 2009 and February 28, 2009 were $1,000 and $0, respectively. 13 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. RESULTS OF OPERATIONS In the three months ended November 30, 2009 we had no sales of products as compared to $15,000 of net sales and gross profit of $4,700, or 31% of net sales in the three months ended November 30, 2008. Selling, general and administrative expenses fell from $7,612 in the three months ended November 30, 2008 to $6,159 in the three months ended November 30, 2009. As a result we lost $6,157 in the three months ended November 30, 2009 versus a loss of $2,911 in the three months ended November 30, 2008. 14 In the nine months ended November 30, 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 was $15,000 of net sales and gross profit of $4,700, or 31% of net sales in the nine months ended November 30, 2008. Selling, general and administrative expenses fell from $43,406 in the nine months ended November 30, 2008 to $37,625 in the nine months ended November 30, 2009. As a result we lost $34,401 in the nine months ended November 30, 2009 versus a loss of $38,393 in the nine months ended November 30, 2008. LIQUIDITY AND CAPITAL RESOURCES During the nine months ended November 30, 2009, working capital decreased $33,151 to a surplus of $8,186 from a surplus of $41,337. The primary reason for the decrease was the decrease in cash of $36,505. During this same period, stockholders' equity decreased $33,151 to $8,186 from $41,337. The decrease in stockholders' equity is primarily due to the net loss for the period of ($34,401) 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. 15 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 November 30, 2009. Our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of November 30, 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 November 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 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 November 30, 2009 the net proceeds were used as follows: 16 Temporary Investments $10,275 Working capital $37,600 $10,500 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 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. January 8, 2010 By: /s/ Francis A. Rebello -------------------------- Francis A. Rebello, President (Chief executive officer and Chief Financial Officer) 17