UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended February 28, 2009

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to ________.

                        Commission File Number: 000-53539

                               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)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.                   Yes |_|   No |X|

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes |_|   No |X|

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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.                       Yes |X|   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.
229.405 of this chapter) during the preceeding 12 months (or for such shorter
period that the registrant was required to submit and post such files).
                                                                Yes |_|   No |_|

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or 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. Rule 12b-2 of
the Exchange Act. (Check one):

     Large accelerated filer |_|              Accelerated filer         |_|
     Non-accelerated filer   |_|              Smaller Reporting Company |X|

<PAGE>

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).                     Yes |_|   No |X|

As of August 31, 2008, the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant was $48,000 based on the sales
price of the common stock in a private non-registered offering.

As of March 31, 2009, there were 5,150,000 shares of registrant's common stock
issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

Cautionary Note of Forward Looking Statements

This annual report contains forward-looking statements, as defined in Section
27A of the Securities Exchange Act of 1934, concerning our anticipated future
revenues, profits, plans and objectives. While the Company believes that such
forward-looking statements are based on reasonable assumptions, there can be no
assurance that such future revenues, profits, plans and objectives will be
achieved on the schedule or in the amounts indicated. Investors are cautioned
that these forward-looking statements are not guarantees of future performance.
Actual events or results may differ from the Company's expectations, and are
subject to various risks and uncertainties, including those listed in Item 1A of
Part II of this Form 10-K. The Company assumes no obligation to publicly update
or revise its forward-looking statements even if experience or future events
make it clear that any of the projected results expressed or implied herein will
not be realized.

                                        2
<PAGE>

PART I

ITEM 1.  BUSINESS

         We were organized as a Florida corporation on November 6, 2006. Our
office is located at 7220 NW 7th Street, Plantation, FL 33317 and our telephone
number is 954- 792-0067.

         Our business is the purchase and sale of women's handbags at wholesale.
The objective of our company is to successfully operate a wholesale handbag
company for a profit. We initiated commercial sales in the last quarter of
fiscal 2009. Accordingly, we cannot assure you that we will be achieve long term
success. See Item 1A below for further risk factors related to our business.

Our merchandising strategy

         H & H Imports specializes in moderately priced handbags, $20 to $100 at
retail. Our products do not seek to copy the latest high fashion "It" bag of the
moment but are of a more low key practical design and price point to appeal to
impulse purchasers. We do brand our products with a logo and we are not
attempting to position our products as "designer" offerings.

         We will not initially seek to sell our products to established fashion
retailers such as department stores, boutiques and mass merchandisers. Rather,
we seek to initially sell our products to stores and other outlets which do not
specialize in fashion merchandising such as beauty salons, nail salons, beauty
supply stores and women's health clubs. We cannot assure you that we will be
successful in achieving substantial distribution through these outlets to
achieve long term success.

Purchasing and supply

         We will establish relationships with manufacturers and importers of
handbags which meet our design and price criteria. We believe suitable products
are available from multiple sources. We have not executed any long term supply
contracts with any suppliers and do not anticipate doing so.

Sales, marketing and distribution

         As a new entrant into a market with numerous competitors who have
already established retail channels we will seek to sell our products to stores
and other outlets which are not primarily considered retailers of fashion
accessories, such as beauty salons, nail salons, beauty supply stores and
women's health clubs.

         In order to establish initial distribution to these potential outlets
we directly approach them to purchase our products through our management and
attend trade shows for this category of merchants. We will also seek to
establish customer interest through public relations and an internet site. We
may also sell our products directly to the public through the internet. We have
not yet established an internet site for our business. Our Vice President has
agreed to devote his full time to marketing and sales and is compensated solely
by commission.

         In order to interest potential customers in carrying our products we
anticipate using various promotions such as volume discount programs and
employee incentive programs. We will also highlight the advantages of offering
our products, including the profit potential and the ability to offer our
products without additional overhead cost.

                                        3
<PAGE>

         We will also seek to engage independent sales representatives for our
products. We are developing a sales and marketing presentation to aid them in
representing our products. We may also provide point of sale displays to our
customers. We have designed a point of sale display rack which will hold a
number of handbags but requires little more than one square foot of floor space.

         The handbag business is highly competitive. Many of these competitors
have established sources of supply, channels of distribution of their products,
greater financial and other resources than we do. That is why we will initially
seek to sell to non-traditional outlets. However, if we are successful in
generating sales to these outlets we anticipate established competitors will
enter our marketplace. Competition can take many forms, including product design
and other attributes, pricing of products, discounts and promotions, advertising
and payments for access to shelf space.

         All of our operations are currently conducted by the two officers
identified in Item 10. We will engage additional employees or independent
contractors as the need arises.

ITEM 1A. RISK FACTORS

There are many factors that affect our business and the results of its
operation, some of which are beyond our control. The following is a description
of some of the important factors that may cause the actual results of our
operations in future periods to differ materially from those currently expected
or desired.

BECAUSE WE ONLY RECENTLY BEGAN COMMERCIAL SALES, OUR BUSINESS MAY NOT BE
SUCCESSFUL.

         We had our first product sales in the fourth quarter of the fiscal year
ended February 28, 2009. We cannot assure you that we will be able to continue
to sell product in sufficient quantity and profit margin to be successful.
Investing in a business in the start-up phase is riskier than investing in a
business that has already begun selling products and has a history of
operations.

OUR INDEPENDENT AUDITORS HAVE RAISED SUBSTANTIAL DOUBTS ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN.

         Our independent auditors have raised substantial doubts about our
ability to continue as a going concern in their report on our financial
statements included in this annual report. If we are unable to continue as going
concern we might experience additional losses from the write-down of assets.

BECAUSE WE MAY NOT BE SUCCESSFUL IN DEVELOPING OUR PROPOSED HANDBAG BUSINESS,
THIS IS A RISKY INVESTMENT.

         The establishment of any new business is difficult and there can be no
assurance that the products we introduce will be a commercial success.

BECAUSE OUR PRODUCTS MAY NOT BE COMMERCIALLY SUCCESSFUL, WE MAY NOT BE ABLE TO
CONTINUE IN BUSINESS.

         In order to achieve profitable operations we are dependent upon market
acceptance of our products, substantial sales and the ability to acquire and
distribute products at satisfactory cost levels, none of which can be assured.
We have not achieved sufficient sales to achieve profitable operations.

                                        4
<PAGE>

WE MAY NEED ADDITIONAL CAPITAL TO ENABLE US TO BE ABLE TO CONTINUE OPERATING OUR
BUSINESS.

         We have no current arrangements with respect to, or sources of any
additional capital, and there can be no assurance that such additional capital
will be available to us when needed. If we are unable to obtain additional
capital this would have a material adverse effect on us and would cause us to be
unable to continue sales of products. To the extent that any such financing
involves the sale of our equity securities, the interests of our then existing
stockholders, including the investors in this offering, could be substantially
diluted. In the event that we do not have sufficient capital to support our
operations we may have to curtain our operations.

OUR OFFICERS AND DIRECTORS HAVE NO EXPERIENCE IN THE HANDBAG BUSINESS OR
MANAGING PUBLIC COMPANIES, MAKING IT LESS LIKELY THAT OUR BUSINESS WILL BE
SUCCESSFUL.

         None of our officers and directors has any background or experience in
the handbag business or managing public companies. Investing in a business which
is run by persons who have no experience in the industry in which it will
operate is riskier than investing in a business that has a management team with
experience in its industry. Investing in a public company which is run by
persons who have no experience in operating public companies is riskier than
investing in a business that has a management team with experience in the
operation of public companies.

WE HAVE ONLY ONE EMPLOYEE DEVOTING HIS FULL TIME TO OUR BUSINESS.

         We have one full time employee who sells our products on a commission.
We cannot assure you that our management will be able to devote sufficient time
to our business in the future or that we will be able to hire employees when
needed to support our business.

ITEM 2.  PROPERTIES

         We have leased warehouse space in Hallandale, Florida for storage of
inventory.

         Our administrative functions are operated from the home of our
president. We do not pay our president for use of such space. We anticipate that
we will rent separate office facilities when needed to support the growth of our
business.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to, and its property is not the subject of,
any material pending legal proceedings.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

         As of February 28, 2009, there were approximately 53 shareholders of
record of the Company's Common Stock.

         Our common stock does not trade on any stock market.

                                        5
<PAGE>

DIVIDENDS AND DIVIDEND POLICY

         The Company does not contemplate paying dividends in the near-term. The
Board of Directors will determine the payment of dividends in the future in
light of conditions then existing, including the Company's earnings and
financial condition.

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 February 28, 2098 the net proceeds
were used as follows:

         Temporary Investments          $10,275
         Working capital                $37,600

         $6,500 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 6.  SELECTED FINANCIAL DATA.

         Not applicable.

ITEM 7.  MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OVERVIEW

         We were formed in November 2006 to purchase and sell at wholesale
women's handbags. The objective of our company is to successfully operate a
wholesale handbag company for a profit. However, since we are in the
developmental stage and have recently introduced products into the marketplace,
we can not assure you that we will achieve this objective.

         To date substantially all of our activities have been related to our
formation of our business, formulation of our business plan and initial start-up
operations such as investigating sources of supply for product, investigating
potential distribution channels for our products, development of our proposed
financing and initial product sales. Our ability to develop our business depends
upon our obtaining adequate financial resources.

LIQUIDITY AND CAPITAL RESOURCES

         During the twelve months ended February 28, 2009, working capital
increased $9,637 to a surplus of $41,337 from a surplus of $31,700. The primary
reason for the increase was the increase in cash of $17,210 offset by an
increase in accounts payable of $2,823and accrued expenses of $6,250. During
this same period, stockholders' equity increased $9,637 to $41,337 from $31,700.
The increase in stockholders' equity is primarily due to the net loss for the
period of ($59,238) and the costs of the registration statement of $14,000,
offset by the common stock issued for cash of $21,000 and the preferred stock
issued for cash of $61,875.

                                        6
<PAGE>

         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 this annual report. We will continue to pursue our
business plan with our available capital. In the fourth quarter we purchased and
sold initial products at a profit and anticipate continuing this activity. 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.

NEW ACCOUNTING PRONOUNCEMENTS

         In March 2008, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards ("SFAS") No. 161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133, which requires additional disclosures about the objectives of the
derivative instruments and hedging activities, the method of accounting for such
instruments under SFAS No. 133 and its related interpretations, and a tabular
disclosure of the effects of such instruments and related hedged items on our
financial position, financial performance, and cash flows. SFAS No. 161 is
effective for our company beginning December 15, 2008. Management believes that,
for the foreseeable future, this Statement will have no impact on the financial
statements once adopted.

         In April 2008, FASB Staff Position No. 142-3, Determination of the
Useful Life of Intangible Assets (FSP 142-3) was issued. This standard amends
the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset
under FASB Statement No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. We have not determined the impact on our financial statements of
this accounting standard.

         In May 2008, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 162, "The Hierarchy of Generally Accepted Accounting
Principles." The new standard is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented in
conformity with U.S. generally accepted accounting principles (GAAP) for
non-governmental entities. We are currently evaluating the effects, if any, that
SFAS No. 162 may have on our financial reporting.

                                        7
<PAGE>

         May 2008, the FASB issued SFAS No. 163, "Accounting for Financial
Guarantee Insurance Contracts--an interpretation of FASB Statement No. 60"
("SFAS No. 163"). SFAS No. 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that Statement. SFAS
No. 163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years. As
such, the Company is required to adopt these provisions at the beginning of the
fiscal year ended December 31, 2009. The Company is currently evaluating the
impact of SFAS No. 163 on its financial statements but does not expect it to
have an effect on the Company's financial position, results of operations or
cash flows

         In May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible
Debt Instruments that may be Settled in Cash upon Conversion (Including Partial
Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt
securities that, upon conversion, may be settled by the issuer fully or
partially in cash. FSP APB 14-1 specifies that issuers of such instruments
should separately account for the liability and equity components in a manner
that will reflect the entity's nonconvertible debt borrowing rate when interest
cost is recognized in subsequent periods. FSP APB 14-1 is effective for
financial statements issued for fiscal years after December 15, 2008, and must
be applied on a retrospective basis. Early adoption is not permitted. The
Company is assessing the potential impact of this FSP on the convertible debt
issuances.

         In June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1,
"Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the earnings
allocation in computing earnings per share under the two-class method as
described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF
03-6-1, unvested share-based payment awards that contain nonforfeitable rights
to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings-per-share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and all
prior-period earnings per share data presented shall be adjusted
retrospectively. Early application is not permitted. The Company is assessing
the potential impact of this FSP on the earnings per share calculation.

         In June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an
Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF
07-5"). EITF 07-5 provides that an entity should use a two-step approach to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock, including evaluating the instrument's contingent
exercise and settlement provisions. EITF 07-5 is effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
application is not permitted. The Company is assessing the potential impact of
this EITF 07-5 on the financial condition and results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         Our financial statements are contained in pages F-1 through F-10, which
appear at the end of this annual report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.

                                        8
<PAGE>

ITEM 9A(T). 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
February 28, 2009. Our Principal Executive Officer and Principal Financial
Officer concluded that our disclosure controls and procedures were effective as
of February 28, 2009.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

         This annual report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of
the company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

         There were no changes in our internal controls over financial reporting
that occurred during the quarter ended February 28, 2009 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

ITEM 9B. OTHER INFORMATION.

         None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, CONTROL PERSONS AND CORPORATE
         GOVERNANCE.

         Listed below are the directors and executive officers of the Company:

         Name                      Position
         ----                      --------
         Francis A Rebello         Director and President (principal executive
                                     officer and principal accounting and
                                     financial officer)

         Michael H. Jordon         Director, Vice President - Marketing and
                                     Sales, Secretary

         Pamela P. Rabin           Director

         Todd Rowley               Director

         Anand Kumar               Director

BUSINESS EXPERIENCE

         Francis A. Rebello, age 59, has been our President, Chief Executive
Officer and a director since March 2007. Mr. Rebello was Special Projects
Manager for the Satilla Regional Cancer Treatment Center, Waycross, Georgia from
November 2002 to May 2006. Since July 2006 he has been Controller of Actsys Door
Systems, Inc., a specialized building contractor located in Miami Florida.

         Michael H. Jordan, age 55, has been our Vice President, Secretary and a
director since November 2006. He has been owner and chief executive of a
business consulting firm for over five years. He now devotes his full time to
the business of the company primarily in sales and marketing.

                                        9
<PAGE>

         Pamela P. Rabin, age 56, was appointed a director in 2008. She has
served in administrative staff positions for Stearns, Weaver, Miller et al., a
law firm in Miami, Florida, since 1982. She is currently personnel director of
the firm.

         Todd W. Rowley, age 50, was appointed a director in 2008. Mr. Rowley
has worked for the Wachovia Corporation since 1987 having begun his career at
First Virginia Bank in 1980. His most recent role is as a Senior Vice President
and Senior Relationship Manager in the Metropolitan Washington region's
Commercial Banking Division.

         Anand Kumar, age 66, was appointed a director in 2009. He has been
President of GT LLC, an import export firm for the last ten years.

         Our directors are elected yearly and hold office until the next annual
meeting of shareholders and the election and qualification of their successors.

         Our officers are elected by the board of directors and may be replaced
or removed by the board at any time.

CORPORATE GOVERNANCE

BOARD OF DIRECTOR COMMITTEES

         Our board of directors also serves as our audit committee. We do not
have any executive, compensation or any other committee of our board of
directors.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         The Company's officers, directors and beneficial owners of more than
10% of any class of its equity securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934 ("Reporting Persons") are required under the
Act to file reports of ownership and changes in beneficial ownership of the
Company's equity securities with the Securities and Exchange Commission. Copies
of those reports must also be furnished to the Company. The Company's common
stock was registered under Section 12 of Exchange Act in December 2008. However,
the Reporting Persons have not filed required Form 3 disclosure statements
resulting from such registration.

CODE OF ETHICS

         We have adopted a Code of Ethics which is filed as Exhibit 14 to this
annual report. Any stockholder may receive a copy without charge by written
request to Francis A. Rebello, 7220 NW 7th Street, Plantation, FL 33317.

DIRECTOR COMPENSATION

         We issue 50,000 shares of our common stock, valued at $1,250, to each
of our non-executive directors upon their initial appointment as a director. No
compensation for director service was provided in fiscal 2009. We do not have
any other arrangements for compensating our directors.

ITEM 11. EXECUTIVE COMPENSATION.

         The following table presents compensation information for the year
ended February 28, 2009 for the person who served as our principal executive
officer/principal financial officer (the "named executive officer"). No other
officer received compensation in the fiscal year ended February 28, 2009.

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                                            STOCK
NAME AND                                    OPTION      ALL OTHER
PRINCIPAL POSITION     YEAR     SALARY      AWARD      COMPENSATION     TOTAL
------------------     ----     -------     ------     ------------     ------
Francis A. Rebello     2009     $  -             -        $6,500        $6,500
President and CEO      2008     $561(1)          -             -        $  516
_________
1) Represents the value of 225,000 shares of common stock issued to Mr. Rebello.

         All our officers are employees at will and have no written employment
contracts.

         A commission compensation structure was established for Mr. Jordan of
5% of sales with a gross margin of 35% to 60% and 7.5% on sales with a gross
margin in excess of 60% to be paid upon receipt of the proceeds of such sales.

EQUITY COMPENSATION PLAN INFORMATION AS OF FEBRUARY 28, 2009

         The Company does not have any equity compensation plans outstanding as
of February 28, 2009. All equity compensation awards have been issued prior to
such date.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         The following table sets forth, as of May 11, 2009, the beneficial
ownership of the Company's Common Stock by (i) the only persons who own of
record or are known to own, beneficially, more than 5% of the Company's Common
Stock; (ii) each director and executive officer of the Company; and (iii) all
directors and officers as a group.

                                                          Percent of Outstanding
Name                                Number of Shares           Common Stock
----                                ----------------      ----------------------
Francis A Rebello ............            225,000                  4.4%
Michael H. Jordon ............          2,630,000                 51.1%
Anand Kumar ..................             50,000                  1.0%
Pamela P. Rabin ..............             50,000                  1.0%
Todd Rowley ..................             50,000                  1.0%
All directors and officers
  as a group (5 persons) .....          3,005,000                 58.3%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE.

         Our Board of Directors requires that all related party transactions be
reviewed and approved by an independent body of the Board of Directors.

DIRECTOR INDEPENDENCE

         The following information concerning director independence is based on
the director independence standards of The NASDAQ Stock Market Corporate
Governance Rules, although our common stock is not listed on The NASDAQ Stock
Market.

         The Board has determined that directors Anand Kumar, Pamela P. Rabin
and Todd W. Rowley are independent directors within The NASDAQ Stock Market's
director independence standards. Directors Francis A. Rebello and Michael H.
Jordan are not independent. In determining independence, the Board reviews and
seeks to determine whether directors have any material relationship with the

                                       11
<PAGE>

Company, direct or indirect, which would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. The
Board reviews business, professional, charitable and familial relationships of
the directors in determining independence. The Board has not designated a
separate compensation or nominating committee.

AUDIT COMMITTEE

         The Board of Directors has not designated a separate audit committee
and the entire Board, whose members are named above, conducts the functions of
such committee. The Board has determined that none of its members are an audit
committee financial expert.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Sherb & Co., LLP served as our independent registered public accounting
firm for the fiscal year ended February 29, 2008 and the interim period through
December 17, 2008. Lake and Associates CPA's, LLC served as our independent
registered public accounting firm for the interim period from December 18, 2008
through February 28, 2009.The following table shows the fees that were billed
for the audit and other services provided by such firm for 2009 and 2008.

                                                      2009        2008
                                                    --------    --------

Audit Fees - Sherb & Co, LLP ...................    $  5,000    $  8,000
Audit Fees - Lake and Associates CPA's, LLC ....       7,250           0
Audit related fees .............................           0         750
Tax fees .......................................           0           0
                                                    --------    --------
Total ..........................................    $ 12,250    $  8,750

Audit Fees -- This category includes the audit of our annual financial
statements, review of financial statements included in our Form 10-Q Quarterly
Reports and services that are normally provided by the independent auditors in
connection with engagements for those fiscal years. This category also includes
advice on audit and accounting matters that arose during, or as a result of, the
audit or the review of interim financial statements.

Audit-Related Fees -- This category consists of assurance and related services
by the independent auditors that are reasonably related to the performance of
the audit or review of our financial statements and are not reported above under
"Audit Fees." The services for the fees disclosed under this category include
consultation regarding our correspondence with the SEC and other accounting
consulting.

Tax Fees -- This category consists of professional services rendered by our
independent auditors for tax compliance and tax advice. The services for the
fees disclosed under this category include tax return preparation and technical
tax advice.

PRE-APPROVAL POLICY

         Our Board of Directors has adopted a procedure for pre-approval of all
fees charged by our independent auditors. Under the procedure, the Board
approves the engagement letter with respect to audit, tax and review services.
Other fees are subject to pre-approval by the Board, or, in the period between
meetings, by a designated member of Board. Any such approval by the designated
member is disclosed to the entire Board at the next meeting. The audit and tax
fees paid to the auditors with respect to 2009 were pre-approved by the entire
Board of Directors.

                                       12
<PAGE>

BOARD OF DIRECTORS REPORT

         The Board of Directors has reviewed and discussed with the Company's
management and independent auditor the audited consolidated financial statements
of the Company contained in the Company's Annual Report on Form 10-K for the
Company's fiscal year ended February 28, 2009. The Board has also discussed with
the independent auditor the matters required to be discussed pursuant to SAS No.
61 (Codification of Statements on Auditing Standards, AU Section 380), which
includes, among other items, matters related to the conduct of the audit of the
Company's consolidated financial statements.

         The Board has received and reviewed the written disclosures and the
letter from the independent auditor required by the applicable requirements of
the Public Company Accounting Oversight Board regarding the independent
auditor's communications with the Board concerning independence, and has
discussed with its independent auditor its independence from the Company.

         The Board has considered whether the provision of services other than
audit services is compatible with maintaining auditor independence.

         Based on the review and discussions referred to above, the Board
approved the inclusion of the audited consolidated financial statements in the
Company's Annual Report on Form 10-K for its fiscal year ending February 28,
2009 for filing with the SEC.

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On December 17, 2008, we dismissed Sherb & Co., LLP as the Company's
independent registered public accounting firm. The decision to change the
Company's independent registered public accounting firm was approved by the
Company's Board of Directors.

         During the fiscal years ended February 29, 2008 and February 28, 2007
and the interim period through December 17, 2008, there were no disagreements
with Sherb & Co., LLP on any matter of accounting principles or practices,
financial statement disclosure, or accounting scope or procedure, which
disagreements, if not resolved to the satisfaction of Sherb & Co., LLP, would
have caused Sherb & Co., LLP to make reference thereto in its report on the
financial statements for such years.

         During the fiscal years ended February 29, 2008 and February 28, 2007
and the interim period through December 17, 2008, there were no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K).

         The report of Sherb & Co., LLP on the Company's financial statements as
of and for the fiscal years ended February 29, 2008 and February 28, 2007
contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principle, other than
uncertainty as to the Company's ability to continue as a going concern.

         We have requested that Sherb & Co., LLP furnish a letter addressed to
the Securities and Exchange Commission (the "SEC") stating whether Sherb & Co.,
LLP agrees with the above statements made by us. A copy of this letter addressed
to the SEC, dated December 19, 2008, is filed as Exhibit 16.1 to our Current
Report on Form 8-K filed December 19, 2008.

         On December 17, 2008, the Company engaged Lake & Associates CPA's LLC,
as its new independent registered public accounting firm. The Company has not
consulted with Lake & Associates CPA's LLC during the fiscal years ended
February 28, 2007 and February 29, 2008 and the interim period through December
17, 2008, on either the application of accounting principles or type of opinion
Lake & Associates CPA's LLC might issue on the Company's financial statements.

                                       13
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS

3.1      Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to
         the Company's registration statement on Form S-1 filed April 24, 2008.

3.2      Articles of Amendment. Incorporated by reference to Exhibit 3.2 to the
         Company's registration statement on Form S-1 filed April 24, 2008.

3.3      By-laws of the Company. Incorporated by reference to Exhibiti 3.3 to
         the Company's registration statement on Form S-1 filed April 24, 2008.

10.1     Commission compensation established for Michael Jordan. *

14       Code of Ethics

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
_________________
* Indicates a management contract or compensatory plan or arrangement.

                                       14
<PAGE>

                                   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.


May 28, 2009                  By: /s/ Francis A. Rebello
                              --------------------------
                              Francis A. Rebello, President (principal executive
                              officer and principal financial officer)

In accordance with the requirements of the Securities Act of 1933, this report
was signed by the following persons in the capacities and on the dates stated.

      Signature                          Title                         Date
      ---------                          -----                         ----

/s/ Francis A. Rebello      President (principal executive          May 28, 2009
----------------------      officer and principal accounting
Francis A. Rebello          and financial officer) and director


/s/ Michael H. Jordan       Director                                May 28, 2009
---------------------
Michael H. Jordan


/s/ Anand Kumar             Director                                May 28, 2009
---------------
Anand Kumar


/s/ Pamela P. Rabin         Director                                May 28, 2009
-------------------
Pamela P. Rabin


/s/ Todd Rowley             Director                                May 28, 2009
---------------
Todd Rowley

                                       15
<PAGE>

                               H & H IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                     FEBRUARY 28, 2009 AND FEBRUARY 29, 2008

                                      INDEX
                                                                            Page
                                                                             No.
                                                                           -----

Report of Independent Registered Public Accouting Firm ....................  F-2

Audited Balance Sheet as of February 28, 2009 and February 29, 2008 .......  F-3

Audited Statements of Operations For the Years Ended February 28, 2009 and
February 29, 2008, and for the period from November 20, 2006 (inception)
through February 28, 2009 .................................................  F-4

Audited Statements of Cash Flows For the Years Ended February 28, 2009 and
February 29, 2008, and for the period from November 20, 2006 (inception)
through February 28, 2009 .................................................  F-5

Audited Statements of Changes in Stockholders' Equity Period from
November 20, 2006 (inception) through February 28, 2009 ...................  F-6

Notes to Financial Statements .............................................  F-7


                                       F-1
<PAGE>

                                                        LAKE & ASSOCIATES, CPA'S

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUTING FIRM

TO THE BOARD OF DIRECTORS
H & H IMPORTS, INC.
Miami, Florida

We have audited the accompanying balance sheet of H & H Imports, Inc. as of
February 28, 2009 and February 29, 2008, and the related consolidated statements
of operations, shareholders' equity and cash flows for the years ended February
28, 2009 and February 29, 2008 and the period from November 20, 2006 (inception)
through February 28, 2009. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of H & H Imports, Inc. as of
February 28, 2009 and February 29, 2008 and the results of its operations and
its cash flows for the years ended February 28, 2009 and February 29, 2008 and
the period from November 20, 2006 (inception) through February 28, 2009, in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 7 to the
financial statements, the Company has an accumulated deficit as of February 28,
2009 and is just beginning to establish an ongoing source of revenues. These
revenues are not sufficient to cover operating costs, which raises substantial
doubt about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 7. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Lake & Associates, CPA's LLC

Lake & Associates, CPA's LLC
Boca Raton, Florida
April 22, 2009
                                                              20283 State Road 7
                                                                       Suite 300
                                                       Boca Raton, Florida 33498

                                                             Phone: 561.982.9874
                                                               Fax: 561.982.7985
                                       F-2
<PAGE>


                               H & H IMPORTS, INC
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                                     FEBRUARY 28,   FEBRUARY 29,
                                                         2009          2008
                                                     ------------   ------------

ASSETS

CURRENT ASSETS
  Cash and cash equivalents ......................     $ 49,210       $ 32,000
  Prepaid expenses ...............................        1,500       $      -
                                                       --------       --------
Total current assets .............................       50,710         32,000

                                                       --------       --------
Total assets .....................................     $ 50,710       $ 32,000
                                                       ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable ...............................     $  3,123       $    300
  Accrued expenses ...............................     $  6,250       $      -
                                                       --------       --------
Total current liabilities ........................        9,373            300


STOCKHOLDERS' EQUITY
  Preferred stock, no par value authorized 40,000
   shares; issued and outstanding 4,125 shares;
   liquidation preference $61,875 ................       61,875              -
  Common stock, $.0001 par value; authorized
   200,000,000 shares; issued and outstanding
   5,150,000 shares ..............................          515            431
  Additional paid-in capital .....................       44,299         37,383
  Deficit accumulated during the development stage      (65,352)        (6,114)
                                                       --------       --------
Total stockholders' equity .......................       41,337         31,700
                                                       --------       --------
Total liabilities and stockholders' equity .......     $ 50,710       $ 32,000
                                                       ========       ========

                 See accompanying notes to financial statements.

                                       F-3

<PAGE>
<TABLE>
                                   H & H IMPORTS, INC
                              (A DEVELOPMENT STAGE COMPANY)
                                STATEMENTS OF OPERATIONS
                YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008, AND
           PERIOD FROM NOVEMBER 20, 2006 (INCEPTION) THROUGH FEBRUARY 28, 2009
<CAPTION>
                                                                      NOVEMBER 20,  2006
                                                                     (INCEPTION) THROUGH
                                           2009           2008        FEBRUARY 28, 2009
                                       -----------    -----------    -------------------
<S>                                    <C>            <C>            <C>
NET SALES ..........................   $    15,000    $         -        $    15,000
Cost of sales ......................        10,300              -             10,300
                                       -----------    -----------        -----------
Gross profit .......................         4,700              -              4,700

COSTS AND EXPENSES:
  Selling, general and
   administrative expenses .........        64,256          6,114             70,370
                                       -----------    -----------        -----------
                                            64,256          6,114             70,370
                                       -----------    -----------        -----------
Loss from operations ...............       (59,556)        (6,114)           (65,670)

Interest income ....................           318              -                318
                                       -----------    -----------        -----------
LOSS BEFORE INCOME TAXES ...........       (59,238)        (6,114)           (65,352)
INCOME TAXES .......................             -              -
                                       -----------    -----------        -----------
NET LOSS ...........................   $   (59,238)   $    (6,114)       $   (65,352)
                                       ===========    ===========        ===========


BASIC AND DILUTED NET LOSS PER SHARE   $     (0.01)   $     (0.01)
                                       ===========    ===========

WEIGHTED AVERAGE SHARES OUTSTANDING
  BASIC AND DILUTED ................     5,127,973      1,131,973
                                       ===========    ===========

                     See accompanying notes to financial statements.

                                           F-4
</TABLE>
<PAGE>
<TABLE>
                                                  H & H IMPORTS, INC
                                            (A DEVELOPMENT STAGE COMPANY)
                                    STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                         PERIOD FROM NOVEMBER 20, 2006 (INCEPTION) THROUGH FEBRUARY 28, 2009
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                                           Additional     during the       Total
                                  Common Stock          Preferred Stock     Paid-in     Development     Stockholders'
                               Shares     Par Value   Shares   Par Value    Capital        Stage           Equity
                             ----------   ---------   ------   ---------   ----------   ------------    -------------
<S>                          <C>          <C>         <C>      <C>         <C>          <C>             <C>
BALANCE, NOVEMBER 20, 2006
 (INCEPTION) .............            -   $       -        -   $       -   $        -   $          -    $          -

BALANCE, February 28, 2007            -           -        -           -            -              -               -
                             ----------   ---------   ------   ---------   ----------   ------------    ------------
Common stock issued for
 services - (March 2007
 @ .002/sh) ..............      900,000          90        -           -        1,974              -           2,064

Common stock issued for
 cash to an initial
 investor - (February 2008
 @ .002/sh) ..............    2,180,000         218        -           -        4,782              -           5,000

Common stock issued to
 directors for services -
 (February 2008 @ .025/sh)      150,000          15        -           -        3,735              -           3,750

Common stock issued for
 cash - (February 2008
 @ .025/sh) ..............    1,080,000         108        -           -       26,892              -          27,000

   Net loss
    February 29, 2008 ....            -           -        -           -            -         (6,114)         (6,114)
                             ----------   ---------   ------   ---------   ----------   ------------    ------------
BALANCE, February 29, 2008    4,310,000   $     431        0   $       -   $   37,383   $     (6,114)   $     31,700
                             ----------   ---------   ------   ---------   ----------   ------------    ------------
Common stock issued for
 cash (March 2008
 @ .025/sh) ..............      840,000          84        -           -       20,916              -          21,000

Preferred stock issued for
 cash (@ 15.00/sh) .......            -           -    4,125      61,875            -              -          61,875

Costs incurred to file
 registration statement ..            -           -        -           -      (14,000)             -         (14,000)

   Net loss
    February 28, 2009 ....            -           -        -           -            -        (59,238)        (59,238)
                             ----------   ---------   ------   ---------   ----------   ------------    ------------
BALANCE, February 29, 2009    5,150,000   $     515    4,125   $  61,875   $   44,299   $    (65,352)   $     41,337
                             ----------   ---------   ------   ---------   ----------   ------------    ------------

                                   See accompanying notes to financial statements.

                                                         F-5
</TABLE>
<PAGE>
<TABLE>
                                        H & H IMPORTS, INC
                                  (A DEVELOPMENT STAGE COMPANY)
                                     STATEMENTS OF CASH FLOWS
                     YEARS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008, AND
               PERIOD FROM NOVEMBER 20, 2006 (INCEPTION) THROUGH FEBRUARY 28, 2009
<CAPTION>
                                                           YEAR ENDED          NOVEMBER 20, 2006
                                                      --------------------    (INCEPTION) THROUGH
                                                        2009        2008       FEBRUARY 28, 2009
                                                      --------    --------    -------------------
<S>                                                   <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ..........................................   $(59,238)   $ (6,114)        $ (65,352)
Adjustments to reconcile net (loss) to net
 cash provided by (used in) operating activities:
  Issuance of common stock for services ...........          -       5,814             5,814
  Change in assets and liabilities:
    Prepaid Expenses ..............................     (1,500)          -            (1,500)
    Accounts payable ..............................      2,823         300             3,123
    Accrued expenses ..............................      6,250           -             6,250
                                                      --------    --------         ---------
Net cash used in operating activities .............    (51,665)          -           (51,665)
                                                      --------    --------         ---------

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      32,000            39,000
                                                      --------    --------         ---------
Net cash provided by  financing activities ........     68,875      32,000           100,875
                                                      --------    --------         ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS .........     17,210      32,000            49,210
CASH AND CASH EQUIVALENTS, beginning of fiscal year     32,000           -                 -
                                                      --------    --------         ---------
CASH AND CASH EQUIVALENTS, end of period ..........   $ 49,210    $ 32,000         $  49,210
                                                      ========    ========         =========

Supplementary information:
  Cash paid for:
    Interest ......................................   $      -    $      -         $       -
                                                      ========    ========         =========
    Income taxes ..................................   $      -    $      -         $       -
                                                      ========    ========         =========

                         See accompanying notes to financial statements.

                                               F-6
</TABLE>
<PAGE>

                               H & H IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
                          NOTES TO 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 $15,000 in the year ended February 28, 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
---------------------------------------------------

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.

PREFERRED STOCK

At February 28, 2009, the Company had 4,125 shares outstanding of its Series A
Convertible Preferred Stock ("Series A"). Series A has a stated liquidation
preference value of $15 per share, and each preferred share is convertible to
100 shares of the Company's common stock upon written notice of the record
holder to the Company.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

INCOME TAXES

Income taxes are accounted for in accordance with SFAS No. 109, Accounting for
Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases of
the Company's assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to a
deferred tax asset is recorded when it is more likely than not that some or the
entire deferred tax asset will not be realized.

INVENTORIES

Inventories are valued at the lower of cost (first-in, first-out) or market, and
include finished goods, components and raw materials.

                                       F-7
<PAGE>

                               H & H IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
                          NOTES TO 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 Staff Accounting Bulletin No. 104
as described above. For the twelve month periods ended February 28, 2009 and
February 29, 2008 and the period from November 20, 2006 (inception) through
February 28, 2009 the Company has recognized minimal revenues.

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 March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS No. 161"). SFAS No. 161 requires
companies with derivative instruments to disclose information that should enable
financial-statement users to understand how and why a company uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FASB Statement No. 133 "Accounting for Derivative Instruments and
Hedging Activities" and how derivative instruments and related hedged items
affect a company's financial position, financial performance and cash flows.
SFAS No. 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The adoption of this
statement is not expected to have a material effect on the Company's future
financial position or results of operations.

                                       F-8
<PAGE>

                               H & H IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
                          NOTES TO FINANCIAL STATEMENTS

In May 2008, the FASB released SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles." SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that presented
in conformity with generally accepted accounting principles in the United States
of America. SFAS No. 162 will be effective 60 days following the SEC's approval
of the PCAOB amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles". The FASB has stated
that it does not expect SFAS No. 162 will result in a change in current
practice. The Company does not believe the application of SFAS 162 will have a
significant impact, if any, on the Company's financial statements.

May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts--an interpretation of FASB Statement No. 60" ("SFAS No.
163"). SFAS No. 163 interprets Statement 60 and amends existing accounting
pronouncements to clarify their application to the financial guarantee insurance
contracts included within the scope of that Statement. SFAS No. 163 is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and all interim periods within those fiscal years. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
December 31, 2009. The Company is currently evaluating the impact of SFAS No.
163 on its financial statements but does not expect it to have an effect on the
Company's financial position, results of operations or cash flows

In May 2008, the FASB issued FSP APB 14-1, "Accounting for Convertible Debt
Instruments that may be Settled in Cash upon Conversion (Including Partial Cash
Settlement)" ("FSP APB 14-1"). FSP APB 14-1 applies to convertible debt
securities that, upon conversion, may be settled by the issuer fully or
partially in cash. FSP APB 14-1 specifies that issuers of such instruments
should separately account for the liability and equity components in a manner
that will reflect the entity's nonconvertible debt borrowing rate when interest
cost is recognized in subsequent periods. FSP APB 14-1 is effective for
financial statements issued for fiscal years after December 15, 2008, and must
be applied on a retrospective basis. Early adoption is not permitted. The
Company is assessing the potential impact of this FSP on the convertible debt
issuances.

In June 2008, the FASB issued FASB Staff Position ("FSP") EITF 03-6-1,
"Determining Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the earnings
allocation in computing earnings per share under the two-class method as
described in SFAS No. 128, Earnings per Share. Under the guidance of FSP EITF
03-6-1, unvested share-based payment awards that contain nonforfeitable rights
to dividends or dividend equivalents (whether paid or unpaid) are participating
securities and shall be included in the computation of earnings-per-share
pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and all
prior-period earnings per share data presented shall be adjusted
retrospectively. Early application is not permitted. The Company is assessing
the potential impact of this FSP on the earnings per share calculation.

                                       F-9
<PAGE>

                               H & H IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
                          NOTES TO FINANCIAL STATEMENTS

In June 2008, the FASB ratified EITF No. 07-5, "Determining Whether an
Instrument (or an Embedded Feature) is Indexed to an Entity's Own Stock" ("EITF
07-5"). EITF 07-5 provides that an entity should use a two-step approach to
evaluate whether an equity-linked financial instrument (or embedded feature) is
indexed to its own stock, including evaluating the instrument's contingent
exercise and settlement provisions. EITF 07-5 is effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
application is not permitted. The Company is assessing the potential impact of
this EITF 07-5 on the financial condition and results of operations.

NOTE 3 - EQUITY TRANSACTIONS
----------------------------

During the year ended February 29, 2008, the Company issued 900,000 shares of
common stock for services rendered at a value of $2,064.

During the year ended February 29, 2008, the Company issued 2,180,000 shares of
common stock to an initial investor for cash of $5,000.

During the year ended February 29, 2008, the Company issued 150,000 shares of
common stock to directors for services rendered at a value of $3,750.

During the year ended February 29, 2008, the Company issued 1,080,000 shares of
common stock at $.025 per share, for a total of $27,000.

During the three months ended May 31, 2008 the Company issued 840,000 shares of
common stock at $.025 per share, for a total of $21,000.

During the three months ended May 31, 2008 the Company incurred costs to file
its registration statement of $14,000. These costs are offset against additional
paid in capital.

During the three months ended August 31, 2008 the Company issued 2,375 shares of
Series A Convertible Preferred Stock at $15.00 per share, for a total of
$35,625.

During the three months ended November 30, 2008 the Company issued 1,750 shares
of Series A Convertible Preferred Stock at $15.00 per share, for a total of
$26,250.

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 February
28, 2009 totaling $65,352. The 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 February 28, 2009, the Company had no amounts in excess of FDIC insured
limit.

                                      F-10
<PAGE>

                               H & H IMPORTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
                          NOTES TO 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 412,500 common shares equivalents.

The following reconciles amounts reported in the financial statements:

                                              Twelve Month        Twelve Month
                                              Period ended        Period ended
                                           February 28, 2009   February 29, 2008
                                           -----------------   -----------------

Net loss ...............................      ($   59,238)        $    (6,114)
                                              ===========         ===========

Denominator for basic loss per share -
Basic Weighted average shares ..........        5,127,973           1,131,973

Denominator for diluted loss per share -
Diluted Weighted average shares ........        5,303,932           1,131,973

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 twelve months ended February 28, 2009 of $59,238, and a deficit
accumulated from inception to February 28, 2009 of $65,352. At February 28,
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 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.

                                      F-11