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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: June 30, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ______ to _______
 Commission
File Number: 033-07075-LA
 THE FASHION HOUSE HOLDINGS, INC.
  Colorado
    
    33-1079781(State or Other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)6310 San Vicente Blvd., #275,Los Angeles, California
    
    90048-5499(Address of principal executive offices)
    
    (Zip Code)
 
  o þ
  o þ
  o þ




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##### 



PageItem 1. Financial Statements
    
    
    1Condensed Consolidated Balance Sheet as of June 30, 2006 (unaudited)
    
    
    1Condensed Consolidated Statements of Operations for the six-month
periods ended June 30, 2006 and June 30, 2005 (Unaudited)
    
    
    2Condensed Consolidated Statements of Operations for the three-month
periods ended June 30, 2006 and June 30, 2005 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash flows for the six-month
periods ended June 30, 2006 and June 30, 2005 (Unaudited)
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    19Item 3. Controls and Procedures
    
    
    31Part II Other Information
    
    
    32Item 1. Legal Proceedings
    
    
    32Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    32Item 3. Defaults Upon Senior Securities
    
    
    32Item 4. Submission of Matters to a Vote of Security Holders
    
    
    32Item 5. Other Information
    
    
    32Item 6. Exhibits
    
    
    33SIGNATURES
    
    
    34EXHIBIT 4.1EXHIBIT 4.2EXHIBIT 4.3EXHIBIT 10.1EXHIBIT 10.2EXHIBIT 10.3EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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Item 1. Financial Statements
 THE FASHION HOUSE HOLDINGS, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2006
(UNAUDITED)
 June 30, 2006ASSETSCurrent assets:Cash
    
    $
    203,007Accounts receivable, net of allowance of $18,013
    
    
    805,693Inventory
    
    
    475,038Prepaid expenses
    
    
    218,482Total current assets
    
    
    1,702,220Property and equipment, net
    
    
    529,588Deposits
    
    
    69,806$
    2,301,614LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable and accrued expenses
    
    
    2,107,036Accrued payroll and related
    
    
    321,456Accrued interest
    
    
    159,8412,588,333Long-term liabilities:Notes payable to stockholders, net of current portion
    
    
    981,000Warrant liabilities
    
    
    1,266,0004,835,333Commitments and contingenciesStockholders deficit:Common
stock, no par value; 100,000,000 shares authorized; 24,887,063 shares issued and outstanding
    
    
    10,948,701Accumulated deficit
    
    
    (13,482,420
    )Total stockholders deficit
    
    
    (2,533,719
    )Total liabilities and stockholders deficit
    
    $
    2,301,614
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THE FASHION HOUSE HOLDINGS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(UNAUDITED)
 June 30, 2006
    
    
    June 30, 2005Net sales
    
    $
    2,683,424
    
    
    $
    746,325Cost of sales
    
    
    2,252,386
    
    
    
    753,942Gross profit (loss)
    
    
    431,038
    
    
    
    (7,617
    )Operating expenses:Selling, general and administrative
    
    
    2,612,452
    
    
    
    928,588Payroll and related
    
    
    1,062,955
    
    
    
    422,548Royalties
    
    
    354,185
    
    
    
    346,875Total operating expenses
    
    
    4,029,592
    
    
    
    1,698,011Loss from operations
    
    
    (3,598,554
    )
    
    
    (1,705,628
    )Other income (expense):Other income
    
    
    1,222
    
    
    
    Interest expense
    
    
    (2,851,834
    )
    
    
    (601,639
    )Gain on settlement of penalty warrants
    
    
    276,000
    
    
    
    Change in fair value of derivative liabilities
    
    
    964,000
    
    
    
    Total other expense, net
    
    
    (1,610,612
    )
    
    
    (601,639
    )Loss before income taxes
    
    
    (5,209,166
    )
    
    
    (2,307,267
    )Income taxes
    
    
    800
    
    
    
    800Net loss
    
    
    (5,209,966
    )
    
    
    (2,308,067
    )Basic and diluted net loss per share
    
    $
    (0.23
    )
    
    $
    (0.16
    )Weighted average shares outstanding  basic and diluted
    
    
    22,612,733
    
    
    
    14,114,200
 - 2 -




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THE FASHION HOUSE HOLDINGS, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2006 AND 2005
(UNAUDITED)
 June 30, 2006
    
    
    June 30, 2005Net sales
    
    
    1,682,565
    
    
    
    79,253Cost of sales
    
    
    1,477,686
    
    
    
    111,058Gross profit (loss)
    
    
    204,879
    
    
    
    (31,805
    )Operating expenses:Selling, general and administrative
    
    
    1,682,236
    
    
    
    593,031Payroll and related
    
    
    533,609
    
    
    
    241,189Royalties
    
    
    161,097
    
    
    
    173,437Total operating expenses
    
    
    2,376,942
    
    
    
    1,007,657Loss from operations
    
    
    (2,172,063
    )
    
    
    (1,039,462
    )Other income (expense):Other income
    
    
    1,222
    
    
    
    Interest expense
    
    
    (830,948
    )
    
    
    (575,517
    )Gain on settlement of penalty warrants
    
    
    276,000
    
    
    
    Change in fair value of derivative liabilities
    
    
    2,308,000
    
    
    
    Total other income (expense), net
    
    
    1,754,274
    
    
    
    (575,517
    )Loss before income taxes
    
    
    (417,789
    )
    
    
    (1,614,979
    )Income taxes
    
    
    
    
    
    
    800Net loss
    
    
    (417,789
    )
    
    
    (1,615,779
    )Basic and diluted net loss per share
    
    $
    (0.02
    )
    
    $
    (0.11
    )Weighted average shares outstanding  basic and diluted
    
    
    24,639,480
    
    
    
    14,114,200
 - 3 -




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THE FASHION HOUSE HOLDING, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2006 AND 2005
(UNAUDITED)
 June 30, 2006
    
    
    June 30, 2005CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (5,209,966
    )
    
    $
    (2,308,067
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    66,986
    
    
    
    22,403Bad debt expense
    
    
    5,000
    
    
    
    Amortization of estimated fair value of beneficial conversion feature
    
    
    22,417
    
    
    
    349,205Estimated fair value of stock and warrants issued for services
    
    
    60,500
    
    
    
    Amortization of estimated fair value of warrants
    
    
    580,916
    
    
    
    199,667Estimated
fair value of penalty and maturity extension warrants
    
    
    2,198,000
    
    
    
    Change in fair value of derivative liabilities
    
    
    (964,000
    )
    
    
    Gain on settlement of penalty warrants
    
    
    (276,000
    )
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (342,676
    )
    
    
    167,223Inventory
    
    
    (475,038
    )
    
    
    Prepaid royalties and expenses
    
    
    (37,414
    )
    
    
    (148,408
    )Deposits
    
    
    4,067
    
    
    
    (6,000
    )Accounts payable and accrued expenses
    
    
    1,585,723
    
    
    
    498,162Accrued payroll and related
    
    
    
    
    
    
    42,000Settlement payable
    
    
    
    
    
    
    (50,000
    )Accrued interest
    
    
    (12,238
    )
    
    
    45,078Net cash used in operating activities
    
    
    (2,793,723
    )
    
    
    (1,188,737
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (246,224
    )
    
    
    (71,106
    )Net cash used in investing activities
    
    
    (246,224
    )
    
    
    (71,106
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from notes payable to stockholders
    
    
    
    
    
    
    370,000Repayments of notes payable to stockholders
    
    
    (25,000
    )
    
    
    (61,000
    )Advances from factor
    
    
    1,401,517
    
    
    
    728,862Payments to factor
    
    
    (1,723,005
    )
    
    
    (794,200
    )Proceeds from notes payable
    
    
    925,000
    
    
    
    Repayments of notes payable
    
    
    (1,050,000
    )
    
    
    (Repayments of) Proceeds from convertible notes payable
    
    
    (550,000
    )
    
    
    1,000,000Proceeds from the issuance of common stock, net of issuance costs of $674,720
    
    
    4,187,762
    
    
    
    Prepaid offering cost
    
    
    
    
    
    
    (152,683
    )Net cash provided by financing activities
    
    
    3,166,274
    
    
    
    1,090,979Net increase (decrease) in cash
    
    
    126,327
    
    
    
    (168,864
    )
 - 5 -




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June 30, 2006
    
    
    June 30, 2005Cash, beginning of the period
    
    
    76,680
    
    
    
    171,849Cash, ending of the period
    
    
    203,007
    
    
    
    2,985SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the period for interest
    
    
    28,520
    
    
    
    32,517Cash paid during the period for income taxes
    
    
    800
    
    
    
    SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:Estimated fair value of warrants recorded as debt discount in
connection with certain notes payable
    
    $
    413,000
    
    
    $
    Estimated fair value of common stock issued for prepaid services
    
    $
    36,750
    
    
    $
    Reclassification of derivative liabilities
    
    $
    1,016,000
    
    
    $
    
 - 6 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Interim Unaudited Condensed Financial Statements
  Organization and Nature of Operations
    Basis of Presentation
  Principles of Consolidation
  Use of Estimates
  - 8 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 Going Concern
     Risks and Uncertainties
 Credit Risk
     Merchandise Risk
  - 9 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
  Inventories
  Property and Equipment
  Long-Lived Assets
 Accounting for the
Impairment or Disposal of Long-Lived Assets,
 Fair Value of Financial Instruments
  Revenue Recognition
 Revenue Recognition
 Reporting Revenue Gross as a Principal Versus Net as an Agent,
 - 10 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
    Advertising
  Income Taxes
 Accounting for Income Taxes
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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 Loss Per Share
 Earnings Per Share,
  Three Months Ended June 30,2006
    
    2005Loss
    
    Shares
    
    Per-Share
    
    Loss
    
    Shares
    
    Per-Share(Numerator)
    
    (Denominator)
    
    Amount
    
    (Numerator)
    
    (Denominator)
    
    AmountBasic EPSLoss available
to common
stockholders
    
    $
    (417,789
    )
    
    
    24,639,480
    
    
    $
    (0.02
    )
    
    $
    (1,615,779
    )
    
    
    14,114,200
    
    
    $
    (0.11
    )Effect of Dilutive
Securities
None
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted EPSLoss available
to common
stockholders
    
    $
    (417,789
    )
    
    
    24,639,480
    
    
    $
    (0.02
    )
    
    $
    (1,615,779
    )
    
    
    14,114,200
    
    
    $
    (0.11
    )
 Six Months Ended June 30,2006
    
    2005Loss
    
    Shares
    
    Per-Share
    
    Loss
    
    Shares
    
    Per-Share(Numerator)
    
    (Denominator)
    
    Amount
    
    (Numerator)
    
    (Denominator)
    
    AmountBasic EPSLoss available
to common
stockholders
    
    $
    (5,209,966
    )
    
    
    22,612,733
    
    
    $
    (0.23
    )
    
    $
    (2,308,067
    )
    
    
    14,114,200
    
    
    $
    (0.16
    )Effect of Dilutive
Securities
None
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted EPSLoss available
to common
stockholders
    
    $
    (5,209,966
    )
    
    
    22,612,733
    
    
    $
    (0.23
    )
    
    $
    (2,308,067
    )
    
    
    14,114,200
    
    
    $
    (0.16
    )
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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 Stock-Based Compensation
  Share Based Payments
  Issuance of Stock for Non-cash Consideration
  Accounting for
Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees.
  Derivative Financial Instruments
  - 13 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued
 Accounting for Derivative Instruments and Hedging Activities Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock,
    Beneficial Conversion Feature
 Accounting For
Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion
Ratio Application of EITF Issue No. 98-5 To Certain Convertible
Instruments,
 NOTE 2  ACCOUNTS RECEIVABLE FACTORING
  - 14 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 2  ACCOUNTS RECEIVABLE FACTORING, continued
     Receivables assigned to factor
    
    $
    820,532Advances from factor
    
    
    Amounts due
from factor, net
    
    
    820,532Unfactored accounts receivable
    
    
    3,174Allowance for returns
    
    
    (18,013
    )$
    805,693
 NOTE 3  NOTE PAYABLE TO STOCKHOLDER
  NOTE 4  COMMITMENTS AND CONTINGENCIES
 Licensing Agreements
    - 15 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 4  COMMITMENTS AND CONTINGENCIES, continued
  Years ending December 31,2006 (6 Months)
    
    $
    355,0002007
    
    
    1,067,0002008
    
    
    1,386,0002009
    
    
    1,792,0002010
    
    
    1,498,000Thereafter
    
    
    1,649,000$
    7,747,000
 Indemnities and Guarantees
  Litigation
  Employment Agreements
  NOTE 5  NOTES PAYABLE
  - 16 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5  NOTES PAYABLE, continued
     - 17 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 5  NOTES PAYABLE, continued
    NOTE 6  EQUITY TRANSACTIONS
 Common Stock
    Warrants
  - 18 -




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THE FASHION HOUSE HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 6  EQUITY TRANSACTIONS, continued
    NOTE 7  SUBSEQUENT EVENTS
   - 19 -




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Item 2. Managements Discussion and Analysis or Plan of Operation
  
    
    our ability to finance our activities and maintain our financial liquidity;
    
    our ability to enter into new licensing agreements and to maintain and
renew existing licensing agreements;
    
    changes in consumer preferences or fashion trends;
    
    disruption in product shipment;
    
    changes in import regulations;
    
    our dependence on a small number of large customers;
    
    changes in our relationships with vendors and other resources; and
    
    intensely competitive industry conditions.
      - 20 -




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Overview
    Results of Operations for the Three Months Ended June 30, 2006 and June 30, 2005.
     - 21 -




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Results of Operations for the Six Months Ended June 30, 2006 and June 30, 2005.
     Liquidity and Capital Resources
    Financing Activities
   - 22 -




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Subsequent Borrowing
    Licenses
    - 23 -




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Years ending December 31,2006 (6 months)
    
    $
    355,0002007
    
    
    1,067,0002008
    
    
    1,386,0002009
    
    
    1,792,0002010
    
    
    1,498,000Thereafter
    
    
    1,649,000$
    7,747,000
 Future Liquidity
   CRITICAL ACCOUNTING POLICIES
  Revenue Recognition
 Revenue Recognition
 Reporting Revenue
Gross as a Principal Versus Net as an Agent,
 - 24 -




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Stock-Based Compensation
  ), Share-Based Payment Statement of Cash Flows
   Derivative Financial Instruments
 Accounting for Derivative
Instruments and Hedging Activities Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys
Own Stock,
 - 25 -




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Beneficial Conversion Feature
 Accounting For Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratio Application of EITF Issue No. 98-5 To Certain Convertible Instruments,
 Going Concern
  Risk Factors
  We require additional financing to sustain our operations and without it we may not be able to
continue operations.
   We have limited operating history on which potential investors may evaluate our operations and
prospects for profitable operations
  - 26 -




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We plan to grow rapidly, which will place strains on our management team and other company
resources to both implement more sophisticated managerial, operational and financial systems,
procedures and controls and to train and manage the personnel necessary to implement those
functions
  Our strategy envisions growing our business by growing sales of our existing brands, acquiring
licenses for new brands, acquiring footwear and apparel companies that complement our existing
brands and expanding our internet and catalog sales.
  We are also dependent for our success on our ability to attract and retain technical personnel,
sales and marketing personnel and other skilled management. Our success depends to a significant
degree upon our ability to attract, retain and motivate highly skilled and qualified personnel
  Our future success depends on our ability to respond to changing consumer demands, identify and
interpret fashion trends and successfully market new products.
  As a company in the early stage of development with an unproven business strategy, our limited
history of operations makes evaluation of our business and prospects difficult.
 - 27 -




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We have an accumulated deficit of $13,482,420 as of June 30, 2006 and have received an opinion from
our auditors regarding our ability to continue as a going concern, and we may never achieve
profitability
   We may require additional financing to sustain our operations and without it we may not be able to
continue operations.
  Our continued operations depend on current fashion trends. If our products and design do not
continue to be fashionable, our business could be adversely affected.
 - 28 -




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Our business could suffer if we need to add or replace manufacturers.
  Our business could suffer from the financial instability of our customers.
  If our competitors misappropriate our proprietary know-how and trade secrets, it could have a
material adverse affect on our business.
  We depend on key personnel in a competitive market for skilled employees, and failure to retain and
attract qualified personnel could substantially harm our business.
  Our business and the success of our products could be harmed if we are unable to maintain their
brand image.
 - 29 -




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Our business could be harmed if we fail to maintain proper inventory levels.
  Competition in the footwear industry is fierce.
  Our operating results could be negatively impacted by our sales concentration in any one brand.
  We may lose our exclusive licenses if we do not have sufficient funds to pay the minimum required
royalties.
 - 30 -




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Our business model is dependent on our ability to secure and maintain licenses from major,
well-known designers.
  Our international manufacturing operations are subject to the risks of doing business abroad, which
could affect our ability to manufacture our products in international markets, obtain products from
foreign suppliers or control the costs of our products.
  
    
    political and social unrest, including our military presence in Iraq;
    
    changing economic conditions;
    
    currency exchange rate fluctuations;
    
    international political tension and terrorism;
    
    work stoppages;
    
    electrical shortages;
    
    transportation delays;
    
    loss or damage to products in transit;
    
    expropriation;
    
    nationalization;
    
    the imposition of tariffs and trade duties both international and domestically;
    
    import and export controls and other non-tariff barriers;
    
    exposure to different legal standards (particularly with respect to intellectual property);
    
    compliance with foreign laws; and
    
    changes in domestic and foreign governmental policies.
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Our business could be harmed if our contract manufacturers or suppliers violate labor or other
laws.
  Foreign currency fluctuations could adversely affect our profitability.
  We experience seasonal and quarterly fluctuations in demand for our products
  
 Item 3. Controls and Procedures
  - 32 -




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
        
 Item 3. Defaults Upon Senior Securities
  - 33 -




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Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
    
 Item 6. Exhibits
  - 34 -




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SIGNATURES
  The Fashion House Holdings, Inc.Dated: August 17, 2006
    /s/ John HannaBy: John HannaChief Executive Officer - 35 -




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EXHIBIT INDEX
 4.1
    
    Warrant dated May 15, 2006 issued to Westrec Capital Partners, LLC.4.2
    
    Warrant dated June 22, 2006 for 20,738 shares issued to Westrec Capital Partners, LLC.4.3
    
    Warrant dated June 22, 2006 for 23,063 shares issued to Westrec Capital Partners, LLC.10.1
    
    Letter Agreement dated July 25, 2006 with Westrec Capital Partners, LLC.10.2
    
    Factoring Agreement dated May 18, 2006 with CIT Commercial Services.10.3
    
    Summary of Agreement dated June 30, 2006 regarding warrants issued to The Elevation Fund LLC31.1
    
    Certification of Chief Executive Officer31.2
    
    Certification of Chief Financial Officer32.1
    
    Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
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