UNITED STATES SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, 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, 2010o
 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 StreetPlantation, 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 o  No
R 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 o
  No R 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 R
  Noo 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 (§ 229.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post
such files).  Yes o  Noo 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.  o 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
 o
 Accelerated filer oNon-accelerated
 filer
 o
 Smaller Reporting Company R Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes o  No R As of August 31, 2010, the aggregate market value of the registrants
common stock held by non-affiliates of the registrant was $48,000 based on the
last sale prior to such date. As of April 30, 2010, there were 5,567,500 shares of registrants
common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None.   TABLE OF CONTENTS

Page
 No.Part
 IItem 1.
 Business.
 
 3Item 1a.
 Risk Factors.
 
 4Item 2.
 Properties.
 
 5Item 3.
 Legal Proceedings.
 
 5Item 4.
 Removed and Reserved
 
 5Part
 IIItem 5.
 Market for Registrants
 Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity
 Securities.
 
 5Item 6.
 Selected Financial Data
 
 6Item 7.
 Managements Discussion
 and Analysis of Financial Condition and Results of Operation.
 
 6Item 7a.
 Quantative and Qualitative
 Disclosure about Market Risk
 
 7Item 8.
 Financial Statements and
 Supplementary Data.
 
 7Item 9.
 Changes In and
 Disagreements With Accountants on Accounting and Financial Disclosure.
 
 7Item 9A.(T)
 Controls and Procedures.
 
 8Item 9B.
 Other Information.
 
 8Part
 IIIItem 10.
 Directors, Executive
 Officers, Control Persons and Corporate Governance.
 
 8Item 11.
 Executive Compensation.
 
 10Item 12.
 Security Ownership of
 Certain Beneficial Owners and Management and Related Stockholder Matters.
 
 10Item 13.
 Certain Relationships and
 Related Transactions, and Director Independence.
 
 10Item 14.
 Principal Accountant Fees
 and Services.
 
 11Part
 IVItem 15.
 Exhibits, Financial
 Statement Schedules.
 
 12CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION

Certain
statements in this report contain or may contain forward-looking statements
that are subject to known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. These forward-looking statements
were based on various factors and were derived utilizing numerous assumptions
and other factors that could cause our actual results to differ materially from
those in the forward-looking statements. These factors include, but are not
limited to, our ability to implement our business plan and generate revenues,
economic, political and market conditions and fluctuations, government and
industry regulation, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only
as of the date of this report. Readers should carefully review this in its
entirety, including but not limited to our financial statements and the notes
thereto. Except for our ongoing obligations to disclose material information
under the Federal securities laws, we undertake no obligation to release publicly
any revisions to any forward-looking statements, to report events or to report
the occurrence of unanticipated events.

2

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.

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

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 not brand our
products with a logo and we are not attempting to position our products as
designer offerings.

We
do not 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 currently sell such products
such as beauty salons and 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

Our
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.

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
leather good 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.

3

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 SUFFICIENT LEVEL OF SALES IN OUR
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.

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 OUR 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.

4

Item 2. Properties

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. Removed and Reserved


PART II

Item 5.
 Market for Registrants Common Equity, Related Stockholder Matters and Issuer
 Purchases of Equity Securities.Market Information

Our
common stock is quoted on the OTC Bulletin Board under the symbol HNHI The
following table sets forth the reported high and low closing bid prices for our
common stock as reported on the OTC Bulletin Board for the following periods.
These prices do not include retail mark-ups, markdowns or commissions, and may
not necessarily represent actual transactions.

High
 
 LowFiscal
 2010March 1, 2009 - May 31,
 2009
 
 $
 .00
 
 $
 .00June 1, 2009 - August 31,
 2009
 
 $
 .00
 
 $
 .00September 1, 2009 -
 November 30, 2009
 
 $
 .00
 
 $
 .00December 1, 2009 -
 February 28, 2010
 
 $
 .50
 
 $
 .50As
of February 28, 2010, there were approximately 50 shareholders of record of the
Companys Common Stock.

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.

Equity Compensation Plans

As
of February 28, 2010 there were no equity compensation plans under which our
securities are authorized for issuance.

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, 2010 the net proceeds
were used as follows:

Temporary Investments
 
 $
 10,275Working capital
 
 $
 37,6005

$10,250
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, which cannot be assured.

Results of Operations - 2010 versus 2009

Total
net sales for the fiscal year ended February 28, 2010 were $8,195, a decrease
of $6,805 or 45% from net sales of $15,000 for the fiscal year ended February
28, 2009. The Companys overall gross profit margin increased to 39% of net
sales for the fiscal year ended February 28, 2010 versus 31% for the fiscal
year ended February 28, 2009.

Selling,
general and administrative (SG&A) expenses for fiscal year ended February
28, 2010 were $50,110 representing a decrease of $14,146 or 22% from SG&A
expenses of $64,256 for the fiscal year ended February 28, 2009. The decrease
is due primarily to decreased professional fees.

Net
interest income was $30 for the fiscal year ended February 28, 2010 compared to
net interest income of $318 for the fiscal year February 28, 2009. The decrease
in interest income was due primarily to the interest on the cash balance
decreasing during fiscal 2010.

The
Company had a net loss from operations of $48,030 for the fiscal year ended
February 28, 2010, representing a decrease of $11,158 or 17% from the net loss
of $59,238 for the fiscal year ended February 28, 2009, primarily as a result
of the factors discussed above.

Liquidity and Capital Resources

During
the year ended February 28, 2010, working capital decreased $46,080 to a
deficit of ($4,743) from a surplus of $41,337. The primary reason for the
decrease was the decrease in cash of $42,513. During this same period, stockholders
equity decreased $46,080 to ($4,743) from $41,337. The decrease in
stockholders equity is primarily due to the net loss for the period of
($48,080) offset by the costs of the stock issued for services of $2,000.

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. One of our officers is devoting his full time to our
business and receives a commission on product sales.

6

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

The
company has adopted all recently issued accounting pronouncements. The adoption
of the accounting pronouncements, including those not yet effective, is not
anticipated to have a material effect on the financial position or results of
operations of the Company.

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-17, which appear at
the end of this annual report.

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.

(a)
On December 17, 2008, we dismissed Sherb & Co., LLP as our 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.

(b)
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.

(c)
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).

(d)
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.

(e)
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.

(f)
On December 17, 2008, we 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.

7

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,
2010. Our Principal Executive Officer and Principal Financial Officer concluded
that our disclosure controls and procedures were effective as of February 28,
2010.

Managements annual report on internal control over financial
reporting.

Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rule 13a-15(f) under the
Exchange Act. Our management assessed the effectiveness of our internal control
over financial reporting as of February 28, 2010. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework. Our management has concluded that our internal control over
financial reporting was effective as of February 28, 2010 based on these
criteria. This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only managements report in this annual report.

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, 2010 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
 
 PositionFrancis A Rebello
 
 Director and President
 (principal executive officer and principal accounting and financial officer)Michael H. Jordon
 
 Director, Vice President 
 Marketing and Sales, SecretaryPamela P. Rabin
 
 DirectorTodd Rowley
 
 DirectorAnand Kumar
 
 DirectorBusiness Experience

Francis
A. Rebello, age 60, 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 56, 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.

Pamela
P. Rabin, age 57, 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.

8

Todd
W. Rowley, age 51, 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 67, was appointed a director in 2009. He has been President of GT
LLC, an import export firm for the last eleven 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

Director Independence

The
following information concerning director independence is based on the director
independence standards of The NASDAQ Stock Market Corporate Governance Rules.
The Board has determined that directors Rabin, Rowley and Kumar are independent
and that directors Rebello and Jordan are not independent. In determining
independence, the Board reviews and seeks to determine whether directors have
any material relationship with the 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.

Board of Director Committees

Our
Board of Directors does not have standing audit, nominating or compensation
committees. Instead, the functions that might be delegated to such committees
are carried out by our entire Board of Directors, to the extent required.

Audit Committee Financial Expert

The
Board has determined that none of its members is an audit committee financial
expert. The Board does not have an audit committee financial expert due to the
Company still being in the developmental stage.

Code of Ethics

We
have adopted a Code of Ethics which is filed as Exhibit 14 to our annual report
on Form 10-K for the fiscal year ended February 28, 2009. Any stockholder may
receive a copy without charge by written request to Francis A. Rebello, H&H
Imports, Inc., 7220 NW 7th Street, Plantation, FL 33317.

Attendance at Meetings

During
the fiscal year ended February 28, 2010, the Board of Directors conducted all
of its business by written consent without a meeting.

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 initial ownership
reports were required to be filed in January 2010. However they were not filed
until May 2010.

9

Director Compensation

We
issue 50,000 shares of our common stock to each of our non-executive directors
upon their initial appointment as a director. In May 2009 the Company issued
50,000, valued at $1,250 to Anand Kumar upon his appointment as a director of
the Company. Mr. Kumar was the only director who received compensation for
director service in fiscal 2010. We do not have any other arrangements for
compensating our directors.

Item 11. Executive Compensation.

The following table presents compensation information for the for the person who served as our principal
executive officer/principal financial officer (the named executive officer) in the year ended February
28, 2010. Our other executive officer earned no compensation in the fiscal year ended February 28, 2010.

Stock Option
 
 All OtherName and
 Principal Position
 
 Year
 
 Salary
 
 Award
 
 Compensation
 
 TotalFrancis A. Rebello
 
 
 2010
 
 $
 
 
 
 
 
 $
 3,750
 
 $
 3,750President and CEO
 
 
 2009
 
 $
 
 
 
 
 
 $
 6,500
 
 $
 6,500Mr.
Rebello received no equity, retirement, long term compensation or any other
compensation in such fiscal years.

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, 2010

The
Company does not have any equity compensation plans outstanding as of February
28, 2010. 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 February 28, 2010, 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.

Number of Shares
 Common Stock
 
 Percent of
 OutstandingFrancis A Rebello
 
 
 225,000
 
 
 4.0
 %Michael H. Jordon
 
 
 2,630,000
 
 
 47.2
 %Anand Kumar
 
 
 50,000
 
 
 0.9
 %Pamela P Rabin
 
 
 50,000
 
 
 0.9
 %Todd Rowley
 
 
 50,000
 
 
 0.9
 %All directors and officers
 as a group (5 persons)
 
 
 3,005,000
 
 
 54.0
 %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.

10

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 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, 2010.The following table shows the fees that were billed for the
audit and other services provided by such firms for 2010 and 2009.

2010
 
 2009Audit Fees  Sherb &
 Co, LLP
 
 $
 
 
 $
 5,000Audit Fees  Lake and
 Associates CPAs , LLC
 
 
 9,850
 
 
 7,250Audit related fees
 
 
 0
 
 
 0Tax fees
 
 
 0
 
 
 0Total
 
 $
 9,850
 
 $
 12,250Audit 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 2010 and 2009 were pre-approved by the entire
Board of Directors.

11

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, 2010. 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, 2010 for
filing with the SEC.

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. Incorporated by
reference to Exhibit 10.1 to the Companys Annual Report on Form 10-K for the
fiscal year ended February 29, 2009. *

14     Code of Ethics. Incorporated by reference to Exhibit 14 to the Companys Annual
Report on Form 10-K for the fiscal year ended February 29, 2009.

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.12

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 24, 2010
 By: /s/ Francis A. RebelloFrancis 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
 24, 2010Francis A. Rebello
 
 officer and principal
 accountingand financial officer) and
 director/s/ Michael H. Jordan
 
 Director
 
 May
 24, 2010Michael H. Jordan/s/ Anand Kumar
 
 Director
 
 May
 24, 2010Anand Kumar/s/ Pamela P. Rabin
 
 Director
 
 May
 24, 2010Pamela P. Rabin/s/ Todd Rowley
 
 Director
 
 May
 24, 2010Todd Rowley13

H & H Imports
(A Development Stage Company)
Financial Statements
February 28, 2010 and 2009INDEX

Page
 No.Report of Independent
 Registered Public Accounting Firm
 
 F-2Audited Balance Sheets as
 of February 28, 2010 and 2009
 
 F-3Audited Statements of
 Operations -For the Years Ended
 February 28, 2010 and 2009, and for the period from November 20, 2006
 (inception) through February 28, 2010
 
 F-4Audited Statements of Cash
 Flows -
 
 F-5For the Years Ended February
 28, 2010 and 2009, and for the period from November 20, 2006 (inception)
 through February 28, 2010Audited Statements of
 Changes in Stockholders Equity -
 
 F-6Period from November 20,
 2006 (inception) through February 28, 2010 from November 20, 2006 (inception)
 through February 28, 2010Notes to Financial
 Statements -
 
 F-7F-1

(LOGO)

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To
the Board of Directors and 
Stockholders of H & H Imports, Inc.

We have audited the accompanying balance sheets of
H & H Imports, Inc. as of February 28, 2010 and 2009, and the related
statements of operations, stockholders equity(deficit), and cash flows for the
years ended February 28, 2010 and 2009 and the period from November 20, 2006
(inception) through February 28, 2010. H & H Import Inc.s management is
responsible for these financial statements. 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, 2010 and 2009, and the results of its
operations and its cash flows for each of the years ended February 28, 2010 and
February 28, 2009 and the period from November 20, 2006 through February 28,
2010, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 9 to the financial statements, the Company has an accumulated
deficit as of February 28, 2010 and has minimal operating 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 9. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Lake & Associates, CPAs
LLCBoca Raton, Florida 
May 13, 2010

1905 Wright Boulevard
 20283 State Road 7, Suite 300Schaumburg, IL 60193
 Boca Raton, FL 33498Phone: 847.524.0800
 Phone: 866.982.9874Fax: 847.524.1655
 Fax: 561.982.7985F-2

H & H Imports, Inc(A Development Stage Company)Balance SheetsFebruary 28,2010
 
 2009AssetsCurrent assetsCash and cash equivalents
 
 $
 6,697
 
 $
 49,210Accounts Receivable, net of allowance of $1195 at February 28, 2009
 
 
 
 
 
 Inventories
 
 
 2,000
 
 
 Prepaid expenses
 
 
 
 
 
 1,500Total current assets
 
 
 8,697
 
 
 50,710Total assets
 
 $
 8,697
 
 $
 50,710Liabilities and Stockholders Equity (Deficit)Current liabilitiesAccounts payable
 
 $
 4,740
 
 $
 3,123Accrued expenses
 
 
 7,700
 
 
 6,250Due to shareholder
 
 
 1,000
 
 
 Total current liabilities
 
 
 13,440
 
 
 9,373Stockholders equity (deficit)Preferred stock, no par value authorized 40,000 shares; issued and
 outstanding 0 shares at February 28, 2010, 4,125 shares at February 28, 2009;
 liquidation preference $61,875
 
 
 
 
 
 61,875Common stock, $.0001 par value; authorized 200,000,000 shares; issued
 and outstanding 5,567,500 shares at November 30, 2009, 5,150,000 shares at
 February 28, 2009
 
 
 557
 
 
 515Additional paid-in capital
 
 
 108,132
 
 
 44,299Deficit accumulated during the development stage
 
 
 (113,432
 )
 
 (65,352
 )Total stockholders equity (deficit)
 
 
 (4,743
 )
 
 41,337Total liabilities and stockholders equity
 
 $
 8,697
 
 $
 50,710See
accompanying notes to financial statements.

F-3

H & H
 Imports, Inc(A
 Development Stage Company)Statements
 of OperationsYears
 Ended February28, 2010 and 2009, andPeriod
 from November 20, 2006 (inception) through February 28, 20102010
 
 2009
 
 NOVEMBER 20, 2006 (INCEPTION) THROUGH FEBRUARY 28, 2010Net sales
 
 $
 8,195
 
 $
 15,000
 
 $
 23,195Cost of sales
 
 
 5,000
 
 
 10,300
 
 
 15,300Gross profit
 
 
 3,195
 
 
 4,700
 
 
 7,895Costs and expenses:Selling, general and administrative expenses
 
 
 50,110
 
 
 64,256
 
 
 120,480Bad debt expense
 
 
 1,195
 
 
 
 
 
 1,19551,305
 
 
 64,256
 
 
 121,675Loss from operations
 
 
 (48,110
 )
 
 (59,556
 )
 
 (113,780
 )Interest income
 
 
 30
 
 
 318
 
 
 348Loss before income taxes
 
 
 (48,080
 )
 
 (59,238
 )
 
 (113,432
 )Income taxes
 
 
 
 
 
 
 
 
 Net loss
 
 $
 (48,080
 )
 $
 (59,238
 )
 $
 (113,432
 )Basic and diluted net loss per share
 
 $
 (0.01
 )
 $
 (0.01
 )Weighted average shares outstanding Basic and diluted
 
 
 5,496,890
 
 
 5,127,973See
accompanying notes to financial statements.

F-4

H & H Imports, Inc 
 (A Development Stage Company)
 Statements
 of Cash FlowsYears
 Ended February 28, 2010 and 2009, andPeriod
 from November 20, 2006 (inception) through February 28, 2010NOVEMBER 20, 2006YEAR ENDED
 
 (INCEPTION) THROUGH2010
 
 2009
 
 FEBRUARY 28, 2010Cash flows from operating activitiesNet loss
 
 $
 (48,080
 )
 $
 (59,238
 )
 $
 (113,432
 )Adjustments to reconcile net (loss) to net cash provided by (used in)
 operating activities:Issuance of common stock for services
 
 
 2,000
 
 
 
 
 
 7,814Allowance for doubtful accounts
 
 
 1,195
 
 
 
 
 
 1,195Change in assets and liabilitiesPrepaid Expenses
 
 
 1,500
 
 
 (1,500
 )
 
 Accounts Receivable
 
 
 (1,195
 )
 
 
 
 
 (1,195
 )Inventories
 
 
 (2,000
 )
 
 
 
 
 (2,000
 )Accounts payable
 
 
 1,617
 
 
 2,823
 
 
 4,740Accrued expenses
 
 
 1,450
 
 
 6,250
 
 
 7,700Due to shareholder
 
 
 1,000
 
 
 
 
 
 1,000Net cash used in operating activities
 
 
 (42,513
 )
 
 (51,665
 )
 
 (94,178
 )Cash flows from investing activities
 
 
 
 
 
 
 
 
 Cash flows from financing activitiesPreferred stock issued for cash
 
 
 
 
 
 61,875
 
 
 61,875Common stock issued for cash, net of costs
 
 
 
 
 
 7,000
 
 
 39,000Net cash provided by financing activities
 
 
 
 
 
 68,875
 
 
 100,875Net increase in cash and cash equivalents
 
 
 (42,513
 )
 
 17,210
 
 
 6,697Cash and cash equivalents, beginning of fiscal year
 
 
 49,210
 
 
 32,000
 
 
 Cash and cash equivalents, end of period
 
 $
 6,697
 
 $
 49,210
 
 $
 6,697Supplementary information:Cash paid for :Interest
 
 $
 
 
 $
 
 
 $
 Income taxes
 
 $
 
 
 $
 
 
 $
 See
accompanying notes to financial statements.

F-5

H & H
 Imports, Inc(A
 Development Stage Company)Statements
 of Changes in Stockholders Equity (Deficit)Period
 from November 20, 2006 (inception) through February 28, 2009Common Stock
 
 Preferred Stock
 
 Additional
 Paid-in
 
 Deficit
 Accumulated during the
 Development
 
 Total StockholdersShares
 
 Par Value
 
 Shares
 
 Par Value
 
 Capital
 
 Stage
 
 Equity (Deficit)Balance, November 20, 2006 (inception)
 
 
 
 
 $
 
 
 
 
 
 $
 
 
 $
 
 
 $
 
 
 $
 Balance, February 28, 2007
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Common stock issued for services - (March 2007 @ .002 / sh)
 
 
 900,000
 
 
 90
 
 
 
 
 
 
 
 
 1,974
 
 
 
 
 
 2,064Common stock issued for cash to an initial investor - (February 2008 @
 .002 /sh)
 
 
 2,180,000
 
 
 218
 
 
 
 
 
 
 
 
 4,782
 
 
 
 
 
 5,000Common stock issued to directors for services - (February 2008 @ .025
 /sh)
 
 
 150,000
 
 
 15
 
 
 
 
 
 
 
 
 3,735
 
 
 
 
 
 3,750Common stock issued for cash - (February 2008 @ .025 /sh)
 
 
 1,080,000
 
 
 108
 
 
 
 
 
 
 
 
 26,892
 
 
 
 
 
 27,000Net loss February 29, 2008
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (6,114
 )
 
 (6,114
 )Balance, February 29, 2008
 
 
 4,310,000
 
 
 431
 
 
 
 
 
 
 
 
 37,383
 
 
 (6,114
 )
 
 31,700Common stock issued for cash (March 2008 @ .025 /sh)
 
 
 840,000
 
 
 84
 
 
 
 
 
 
 
 
 20,916
 
 
 
 
 
 21,000Preferred stock issued for cash (@ 15.00 /sh)
 
 
 
 
 
 
 
 
 4,125
 
 
 61,875
 
 
 
 
 
 
 
 
 61,875Costs 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
 )
 
 41,3374,125 shares of preferred stock converted to 412,500 shares of common
 stock
 
 
 412,500
 
 
 41
 
 
 (4,125
 )
 
 (61,875
 )
 
 61,834
 
 
 
 
 
 Common stock retired for director resignation - (May 2009)
 
 
 (50,000
 )
 
 (5
 )
 
 
 
 
 
 
 
 5
 
 
 
 
 
 Common stock issued to director for services - (May 2009 @ .025 /sh)
 
 
 50,000
 
 
 5
 
 
 
 
 
 
 
 
 1,245
 
 
 
 
 
 1,250Common stock issued for services - (June 2009 @ .15/sh)
 
 
 5,000
 
 
 1
 
 
 
 
 
 
 
 
 749
 
 

 
 
 

 750Net loss February 28, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 (48,080
 )
 
 (48,080
 )5,567,500
 
 $
 557
 
 
 
 
 $
 
 
 $
 108,132
 
 $
 (113,432
 )
 $
 (4,743
 )See
accompanying notes to financial statements.

F-6

H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY) 
February 28, 2010 and February 29, 2009 
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 approximately $8,000 in the fiscal year ended February 28,
2010. Accordingly, the Companys activities have been accounted for as those of
a Development Stage Enterprise as set forth in Accounting Standards
Codification (ASC) 915 Development Stage Entities, which was previously
Financial Accounting Standards Board Statement No. 7 (SFAS 7). Among the
disclosures required by SFAS 7 are that the Companys financial statements be
identified as those of a development stage company, and that the statements of
operations, stockholders equity and cash flows disclose activity since the
date of the Companys inception.

Since
its inception, the Company has been dependent upon the receipt of capital
investment to fund its continuing activities. In addition to the normal risks
associated with a new business venture, there can be no assurance that the
Companys business plan will be successfully executed. Our ability to execute
our business model will depend on our ability to obtain additional financing
and achieve a profitable level of operations. There can be no assurance that
sufficient financing will be obtained, or can we give any assurance that we
will generate substantial revenues or that our business operations will prove
to be profitable.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The
accompanying financial statements and notes are prepared in accordance with
accounting principles generally accepted in the United States of America.

A
summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements is as follows:

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. During the fiscal year ended February 28, 2010 all
preferred shares were converted into 412,500 shares of common stock.

Use of Estimates

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

Accounts Receivable

The
Company has a policy of reserving for uncollectible accounts based on its best
estimate of the amount of probable credit losses in its existing accounts
receivable. The Company periodically reviews its accounts receivable to
determine whether an allowance is necessary based on an analysis of past due
accounts and other factors that may indicate that the realization of an account
may be in doubt. Account balances deemed to be uncollectible are charged to the
allowance after all means of collection have been exhausted and the potential
for recovery is considered remote.

F-7

H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY) 
February 28, 2010 and February 29, 2009 
NOTES TO FINANCIAL STATEMENTS

Inventories

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

Income Taxes

Under
the asset and liability method prescribed under ASC 740, Income Taxes, The Company uses the
liability method of accounting for income taxes. The liability method measures
deferred income taxes by applying enacted statutory rates in effect at the
balance sheet date to the differences between the tax basis of assets and
liabilities and their reported amounts on the financial statements. The
resulting deferred tax assets or liabilities are adjusted to reflect changes in
tax laws as they occur. A valuation allowance is provided when it is more
likely than not that a deferred tax asset will not be realized.

The
Company recognizes the financial statement benefit of an uncertain tax position
only after considering the probability that a tax authority would sustain the
position in an examination. For tax positions meeting a more-likely-than-not
threshold, the amount recognized in the financial statements is the benefit
expected to be realized upon settlement with the tax authority. For tax
positions not meeting the threshold, no financial statement benefit is
recognized. As of February 28, 2010, the Company has had no uncertain tax
positions. The Company recognizes interest and penalties, if any, related to
uncertain tax positions as general and administrative expenses. The Company
currently has no federal or state tax examinations nor has it had any federal
or state examinations since its inception. All of the Companys tax years are
subject to federal and state tax examination.

There
is no provision for income taxes due to continuing losses. At February 28,
2010, the Company has net operating loss carryforwards for tax purposes of
approximately $113,432 which expire through 2030. The Company has recorded a
valuation allowance that fully offsets deferred tax assets arising from net
operating loss carryforwards because the likelihood of the realization of the
benefit cannot be established. The Internal Revenue Code contains provisions
that may limit the net operating loss carryforwards available if significant
changes in stockholder ownership of the Company occur.

Revenue Recognition

The Company will recognize
revenue when:


 Persuasive evidence of an
 arrangement exists;
 Shipment has occurred;
 Price is fixed or
 determinable; and
 Collectability is
 reasonably assuredThe
Company closely follows the provisions of ASC 605, Revenue Recognition, which include the guidelines ofStaff
Accounting Bulletin No. 104 as described above. For the years ended February
28, 2010 and 2009, and the period from November 20, 2006 (inception) through
February 28, 2010 the Company has recognized minimal revenues.

Income (loss) Per Common Share

Basic
income (loss) per share is calculated using the weighted-average number of
common shares outstanding during each reporting period. Diluted loss per share
includes potentially dilutive securities such as outstanding options and
warrants, using various methods such as the treasury stock or modified treasury
stock method in the determination of dilutive shares outstanding during each reporting
period. Common equivalent shares are excluded from the computation of net loss
per share since their effect is anti-dilutive.

F-8

H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY) 
February 28, 2010 and February 29, 2009 
NOTES TO FINANCIAL STATEMENTS

Fair Value of Financial Instruments

The
Company adopted ASC topic 820, Fair Value Measurements and Disclosures (ASC
820), formerly SFAS No. 157 Fair Value Measurements, effective January 1,
2009. ASC 820 defines fair value as the price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. There was no impact relating
to the adoption of ASC 820 to the Companys financial statements.

ASC
 820 also describes three levels of inputs that may be used to measure fair
 value:
 Level
 1: Observable inputs that reflect unadjusted quoted prices for identical
 assets or liabilities traded in active markets.
 Level
 2: Inputs other than quoted prices included within Level 1 that are
 observable for the asset or liability, either directly or indirectly.
 Level
 3: Inputs that are generally unobservable. These inputs may be used with
 internally developed methodologies that result in managements best estimate
 of fair value.Financial
instruments consist principally of cash, prepaid expenses, accounts payable,
and accrued liabilities. The carrying amounts of such financial instruments in
the accompanying balance sheets approximate their fair values due to their
relatively short-term nature. It is managements opinion that the Company is
not exposed to any significant currency or credit risks arising from these
financial instruments.

Business Segments

The Company operates in one
segment and therefore segment information is not presented.

Recent Authoritative Accounting Pronouncements

The
company has adopted all recently issued accounting pronouncements. The adoption
of the accounting pronouncements, including those not yet effective, is not
anticipated to have a material effect on the financial position or results of
operations of the Company.

NOTE 3  ACCOUNTS RECEIVABLE

Accounts receivable
consisted of the following at February 28, 2010 and 2009:

2010
 
 2009Accounts receivable
 
 $
 1,195
 
 $
 Less: Allowance for
 doubtful accounts
 
 
 (1,195
 )
 
 Accounts receivable, net
 
 $
 
 
 $
 NOTE 4  ACCRUED EXPENSES

Accrued expenses consisted
of the following at February 28, 2010 and 2009:

February 28, 2010
 
 February 28, 2009Accrued Professional fees
 
 
 7,700
 
 
 6,250$
 7,700
 
 $
 6,250F-9

H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY) 
February 28, 2010 and February 29, 2009 
NOTES TO FINANCIAL STATEMENTS

NOTE 5  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 year ended February 28, 2009, the Company issued 4,125 shares of Series A
Convertible Preferred Stock at $15.00 per share, for a total of $61,875.

During
the three months ended May 31, 2009, the Company retired 50,000 shares of
common stock that were issued to a former director of the Company.

During
the three months ended May 31, 2009, the Company issued 50,000 shares of common
stock for services rendered at a value of $1,250

During
the three months ended May 31, 2009, the holders of 4,125 shares of Series A
Convertible Preferred Stock exercised the right to convert such shares into
412,500 shares of common stock. No Series A convertible preferred stock remains
outstanding as of May 31, 2009.

During
the three months ended August 31, 2009, the Company issued 5,000 shares of
common stock for services rendered at a value of $750

NOTE 6  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, 2010 totaling $113,432. The start-up costs are being amortized over sixty
months beginning in the year of initial operations.

NOTE 7  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, 2010, the Company had no amounts in excess of FDIC insured limit.

F-10

H & H IMPORTS, INC.
(A DEVELOPMENT STAGE COMPANY) 
February 28, 2010 and February 29, 2009 
NOTES TO FINANCIAL STATEMENTS

NOTE 8  NET LOSS PER SHARE

The
Companys basic and diluted net loss per share amounts have been computed by
dividing the results by the weighted average number of outstanding common
shares. The Company currently has no common shares equivalents.

The following reconciles
amounts reported in the financial statements:

Twelve
 Month Period ended February 28, 2010
 
 
 Twelve
 Month Period ended February 28, 2009Net loss
 
 $
 (48,080
 )
 $
 (59,238
 )Denominator for basic loss
 per share -Basic Weighted average
 shares
 
 
 5,496,890
 
 
 5,127,973Denominator for diluted
 loss per share -Diluted Weighted average
 shares
 
 
 5,496,890
 
 
 5,303,932Basic and diluted loss per
 common share$
 (.01
 )
 $
 (.01
 )NOTE 9  GOING CONCERN

As
reflected in the accompanying financial statements, the Company had a net loss
for the twelve months ended February 28, 2010 of $48,080, and a deficit
accumulated from inception to February 28, 2010 of $113,432. At February 28,
2010, 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.

NOTE 10  RELATED PARTY TRANSACTIONS

A
shareholder of the Company has paid expenses on behalf of the Company in
exchange for a payable bearing no interest and due on demand. The balance
payable to the shareholder at February 28, 2010 and February 28, 2009 were
$1,000 and $0, respectively.

NOTE 11  SUBSEQUENT EVENTS

On
April 15, 2010, H&H Imports, Inc. (H&H) entered into a definitive
merger agreement (the Merger Agreement) to acquire TV Goods Holding
Corporation (TV Goods), a Florida-based privately held direct response (DR)
marketing company, pursuant to which TV Goods will be merged with a subsidiary
of H&H and continue its business as a wholly owned subsidiary of H&H.

Under
the terms of the Merger Agreement, the TV Goods shareholders will receive
shares of H&H common stock such that the TV Goods shareholders would own
approximately 98% of the total shares of H&H to be issued and outstanding
following the merger.

The
transaction has been approved by the boards of directors of H&H and TV
Goods and requires the approval of the TV Goods shareholders and satisfaction
of other conditions to closing. Accordingly, investors are advised that there
can be no assurance that the acquisition will be completed. The foregoing
description of the Merger Agreement is qualified in its entirety by reference
to the full text of the Merger Agreement which will be filed with the
Securities and Exchange Commission as an exhibit to registrants next quarterly
report on Form 10-Q.

We
evaluated subsequent events through the date and time our financial statements
were issued on May 13, 2010.

F-11