UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

---

FORM
10-Q/A

(Amendment
No. 1)

---



☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended March 31, 2015



☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934



For the transition period from _____to _____



Commission
File Number 000-53976

HW
HOLDINGS, INC. (F.K.A. HORIYOSHI WORLDWIDE, INC.)(Exact name of registrant as specified in its charter)

|Nevada                                                             | 98-0513655                           
|------------------------------------------------------------------ | -------------------------------------
|(State or other jurisdiction
    of incorporation or organization) | (IRS Employer Identification
    No.)
|                                                                   |                                      
|506
    S. Spring Street #13575                                    | 90013                                
|(Address of principal
    executive offices)                       | (Zip Code)                           



(213)
741-1920
(Registrant’s telephone number, including area code)

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   
 ☐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 (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒Yes     ☐
No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.



|Large accelerated filer ☐                                                  |                             | Accelerated  filer ☐
|-------------------------------------------------------------------------- | --------------------------- | --------------------
|                                                                           |                             |                     
|Non-accelerated filer ☐  (Do not check if a smaller
    reporting company) | Smaller reporting company ☒



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐
Yes  ☒ No



As of May 19, 2015, there were 58,202,278 shares of
the registrant’s $0.001 par value common stock issued and outstanding.



Explanatory Response

The amendments contained forthwith and applied in the accompanying filings are deemed to resolve all outstanding comments
addressed in a letter to Our Company this year by the Securities and Exchange Commission .








HW
HOLDINGS, INC. (F.K.A. HORIYOSHI WORLDWIDE, INC.)

TABLE
OF CONTENTS

|PART 1 - FINANCIAL INFORMATION
|------------------------------
|Item
    1.                   
|Item
    2.                   
|Item
    3.                   
|Item
    4.                   
|PART
II - OTHER INFORMATION   
|Item
    1.                   
|Item
    1A.                  
|Item
    2.                   
|Item
    3.                   
|Item
    4.                   
|Item
    5.                   
|Item
    6.                   



Special
Note Regarding Forward-Looking Statements



Information
included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange
Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of HW Holdings, Inc.,(the “Company”), to be materially different from future
results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which
involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of
the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,”
“believe,” “intend,” or “project” or the negative of these words or other variations on these
words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can
be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company
could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except
as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.



*Please
note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us,"
the "Company," or "HHWW" refers to HW Holdings, Inc.








PART
I- FINANCIAL INFORMATION

The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements as of December 31, 2014 and notes thereto contained in our Company's Form 10-K
filed with the SEC on April 8, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected
herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the
full year ending December 31, 2014.

|ITEM 1. | CONDENSED FINANCIAL STATEMENTS
|------- | ------------------------------



|INDEX                                                                                                                                     | F-1
|----------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                                          |    
|Condensed Consolidated Balance Sheet
    (unaudited) as of March 31, 2015 and December 31, 2014.                                          | F-2
|                                                                                                                                          |    
|Condensed Consolidated Statement of Operations
    and Comprehensive Loss (Unaudited) for the Three Months Ended March 31, 2015 and 2014. | F-3
|                                                                                                                                          |    
|Condensed Consolidated Statement of Cash
    Flows (unaudited) for the Three Months Ended March 31, 2015 and 2014.                        | F-4
|                                                                                                                                          |    
|Notes  to Condensed Consolidated
    Financial Statements Unaudited                                                                       | F-5



F-1






HW
HOLDINGS INC. (F.K.A. HORIYOSHI WORLDWIDE, INC.)

CONDENSED
CONSOLIDATED BALANCE SHEET

(UNAUDITED)

|                                                                                                                                                             |  | March
    31, |            | December
    31,
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ---------- | ----------------
|                                                                                                                                                             |  | 2015          |            | 2014            
|                                                                                                                                                             |  |               |            |                 
|ASSETS                                                                                                                                                       |  |               |            |                 
|Current
    assets:                                                                                                                                          |  |               |            |                 
|Cash
    and cash equivalents                                                                                                                                |  | $             | 3,169      |                 
|Accounts
    receivable (net)                                                                                                                                |  |               | 933        |                 
|Prepaid
    expenses and other assets                                                                                                                        |  |               | 6,858      |                 
|Inventory                                                                                                                                                    |  |               | 59,247     |                 
|                                                                                                                                                             |  |               |            |                 
|Total
    current assets                                                                                                                                     |  |               | 70,207     |                 
|                                                                                                                                                             |  |               |            |                 
|Property
    and equipment, net                                                                                                                              |  |               | 30,568     |                 
|                                                                                                                                                             |  |               |            |                 
|Total
    assets                                                                                                                                             |  | $             | 100,775    |                 
|                                                                                                                                                             |  |               |            |                 
|LIABILITIES
    AND STOCKHOLDERS' DEFICIT                                                                                                                    |  |               |            |                 
|                                                                                                                                                             |  |               |            |                 
|Current
    liabilities:                                                                                                                                     |  |               |            |                 
|Accounts
    payable                                                                                                                                         |  | $             | 292,127    |                 
|Deferred
    Revenue                                                                                                                                         |  |               | 9,024      |                 
|Accrued
    expenses                                                                                                                                         |  |               | 923,333    |                 
|Due
    to shareholders                                                                                                                                      |  |               | 105,138    |                 
|Demand
    loan                                                                                                                                              |  |               | 150,000    |                 
|Related
    party, demand loan                                                                                                                               |  |               | 1,634,478  |                 
|                                                                                                                                                             |  |               |            |                 
|Total
    current liabilities                                                                                                                                |  |               | 3,114,100  |                 
|                                                                                                                                                             |  |               |            |                 
|Total
    liabilities                                                                                                                                        |  | $             | 3,114,100  |                 
|                                                                                                                                                             |  |               |            |                 
|                                                                                                                                                             |  |               |            |                 
|Stockholders’
    Deficit:                                                                                                                                   |  |               |            |                 
|Preferred
    stock, par value $0.001, 100,000,000 shares authorized, none issued and outstanding                                                            |  |               |            |                 
|Common
    stock, par value $0.001, 1,081,100,000 shares authorized, 56,202,278 shares issued and outstanding as of March 31, 2015
    and December 31, 2014 |  |               | 56,202     |                 
|Additional
    Paid-in Capital                                                                                                                               |  |               | 6,742,480  |                 
|Accumulated
    other comprehensive income                                                                                                                   |  |               | 69,502     |                 
|Accumulated
    deficit                                                                                                                                      |  |               | (9,881,509 | )               
|                                                                                                                                                             |  |               |            |                 
|Total
    stockholders' deficit                                                                                                                              |  |               | (3,013,325 | )               
|                                                                                                                                                             |  |               |            |                 
|Total
    liabilities and stockholders' deficit                                                                                                              |  | $             | 100,775    |                 



The
accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

F-2




HW
HOLDINGS, INC. (F.K.A. HORIYOSHI WORLDWIDE, INC.)

CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

|                                                         |  | For
    the three months ended
|-------------------------------------------------------- |  | ------------------------------
|                                                         |  | March
    31,                 
|                                                         |  | 2015                          
|                                                         |  |                               
|Revenue,
    net                                         |  | $                             
|                                                         |  |                               
|Cost
    of sales                                        |  |                               
|                                                         |  |                               
|Gross
    profit                                         |  | $                             
|                                                         |  |                               
|Operating
    Expenses                                   |  |                               
|                                                         |  |                               
|Selling
    expenses                                     |  |                               
|General
    and administrative expenses                  |  |                               
|Depreciation                                             |  |                               
|                                                         |  |                               
|Total
    operating expenses                             |  | $                             
|                                                         |  |                               
|Loss
    from operations                                 |  |                               
|                                                         |  |                               
|Non-operating
    income (expenses)                      |  |                               
|                                                         |  |                               
|Other
    income                                         |  |                               
|Loss
    on early lease termination                      |  |                               
|Foreign
    currency transaction gain/(loss)             |  |                               
|                                                         |  |                               
|Net
    loss before interest and taxes                   |  |                               
|Interest
    expense                                     |  |                               
|Net
    loss before income taxes                         |  |                               
|Income
    taxes                                         |  |                               
|Net
    loss                                             |  | $                             
|Foreign
    currency translation adjustment              |  |                               
|Comprehensive
    loss                                   |  | $                             
|                                                         |  |                               
|Earnings
    (loss) per share of common stock            |  | $                             
|                                                         |  |                               
|Weighted
    average shares of common  stock outstanding |  |                               



The
accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

F-3




HW
HOLDINGS, INC. (F.K.A. HORIYOSHI WORLDWIDE, INC.)

CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

|                                                                                |  | For
    the three months ended
|------------------------------------------------------------------------------- |  | ------------------------------
|                                                                                |  | March
    31,                 
|                                                                                |  | 2015                          
|                                                                                |  |                               
|Cash
    flows from operating activities                                        |  |                               
|Net
    loss                                                                    |  | $                             
|Adjustments
    to reconcile net loss to net cash used in operating activities: |  |                               
|Depreciation                                                                    |  |                               
|Allowance
    for doubtful accounts                                             |  |                               
|                                                                                |  |                               
|Changes
    in operating assets and liabilities:                                |  |                               
|                                                                                |  |                               
|Accounts
    receivable                                                         |  |                               
|Prepaid
    expenses and other assets                                           |  |                               
|Inventory                                                                       |  |                               
|Accounts
    payable                                                            |  |                               
|Deferred
    revenue                                                            |  |                               
|Accrued
    expenses                                                            |  |                               
|                                                                                |  |                               
|Net
    cash used in operating activities                                       |  |                               
|                                                                                |  |                               
|Cash
    flows from financing activities                                        |  |                               
|Proceeds
    from loans from shareholders                                       |  |                               
|Repayment
    of loans from shareholders                                        |  |                               
|Proceeds
    from related party demand loans                                    |  |                               
|Repayment
    of related party demand loans                                     |  |                               
|Proceeds
    from the sale of common stock                                      |  |                               
|                                                                                |  |                               
|Net
    cash provided by financing activities:                                  |  |                               
|Effect
    of foreign currency translation on cash and cash equivalents         |  |                               
|Net
    increase (decrease) in cash                                             |  |                               
|Cash
    - beginning of period                                                  |  |                               
|Cash
    - end of period                                                        |  | $                             
|                                                                                |  |                               



The
accompanying notes are an integral part of the condensed consolidated unaudited financial statements.

F-4




HW
HOLDINGS, INC. (F.K.A. HORIYOSHI WORLDWIDE, INC.)

NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

Note
1. Organization and Business

HW
Holdings, Inc. (HHWW) owns and operates “HTT Clothing”, a luxury contemporary clothing brand engaged in the design,
distribution, and retailing of apparel based on the creative inspiration of sophisticated tattoo art.

The
business was established on September 1, 2008 to capitalize on the legacy of the tattoo master Horiyoshi III, by offering consumers
a unique collection of knitwear, t-shirts and accessory items based on his designs. The Company began selling its products from
the “Horiyoshi” collection in 2009 and later developed the “Heroes & Demons” collection in 2011 and
“The Thiiird” collection in 2012. The rights to the design catalogue were exclusively licensed to Horiyoshi the Third
Limited, a wholly owned subsidiary of HHWW (“the Company”). Horiyoshi Worldwide [U.K.] Limited, another subsidiary
wholly owned by HHWW, was created in 2011 to operate the Company’s first branded retail outlet in London.

In
order to broaden its scale and scope, the Company established the brand “HTT Clothing” in 2014. The “HTT Clothing”
collection infuses its designs with artwork and themes from various renowned tattoo artists to create a broad and varied style
while maintaining the Company’s dedication to craftsmanship and quality goods.

Going
Concern, Liquidity and Management's Plan

As
of March 31, 2015 our Company has accumulated losses of $9,881,509 since inception and has earned no net income since inception.
Our Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures,
working capital and other cash requirements for the year ending December 31, 2015. In response to these problems, management intends
to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt
about our company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Note
2. Summary of Significant Accounting Policies

Principles
of Consolidation and Basis of Presentation

The
unaudited consolidated financial statements include the accounts of HW Holdings, Inc. and its wholly-owned subsidiaries. All intercompany
accounts and transactions have been eliminated upon consolidation.

The
accompanying unaudited HW Holdings, Inc. consolidated financial statements have been prepared by the Company in accordance with
accounting principles generally accepted in the United States (“GAAP”) for interim financial information and are presented
in accordance with the requirements of Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited consolidated financial
statements do not include all of the information and notes required by GAAP for complete financial statements and should be read
in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2014 included
in the Company's Annual Report on Form 10-K. In the opinion of management, the interim unaudited consolidated financial statements
included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company's
financial position, the results of operations and cash flows for the periods presented.

Use
of Estimates

The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical
experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts;
valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.

F-5




On
a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances,
historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted
accordingly. Actual results could differ from those estimates.

Fair
Value of Financial Instruments

The
carrying amount reported in the accompanying consolidated balance sheets for cash, accounts receivable, inventory, accounts payable
and accrued expenses approximates fair value because of the short-term maturity of those instruments. It was not practicable to
estimate the fair value of notes payable to related parties.

Segment
reporting

The
Company considers its operations to constitute a single segment which is the design and distribution of clothes and accessories.
The Company does not operate under a multiple segment reporting model.

Note
3. Related Party Transactions

As
of March 31, 2015 and December 31, 2014, our Company was obligated to Steve Suk, a Director of Horiyoshi the Third Limited, for
a non-interest bearing demand loan with a balance of $105,138 and $93,138, respectively. This amount is included on the balance
sheet under “Due to shareholders”.

As
of March 31, 2015 and December 31, 2014, our Company was obligated to Lone Star Capital Limited, for a non-interest bearing demand
loan with a balance of $1,634,478 and $1,626,978, respectively. This amount is included on the balance sheet under “Related
party, demand loan”.

On
August 30, 2012, our Company entered into a credit facility agreement with AMS Holdings Limited. The credit facility has an aggregate
principal amount of $300,000 and can be drawn on at any time. Any amounts outstanding are due on the demand of the lender and
are non-interest bearing. As of March 31, 2015 and December 31, 2014, our Company was obligated to AMS Holdings Limited for $150,000.
This amount is included on the balance sheet under “Demand loans”.

Note
4. Capital Transactions

On
April 5, 2015 the Company entered into subscription agreements with two investors for the issuance of 5,000,000 shares of common
stock at a price of $0.01 per share. This transaction increased the number of shares issued and outstanding to 56,202,278.





Note 5. Subsequent
Events

On May 19, 2015 the
Company entered into a subscription agreement with Capital Rely Limited for the issuance of 2,000,000 shares of common stock at
a price of $0.01 per share. This transaction increased the number of shares issued and outstanding to 58,202,278.

F-6




Item
2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The
following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could
cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this quarterly
report.

Our
consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally
Accepted Accounting Principles.

Overview

HW
Holdings, Inc. (HHWW) owns and operates “HTT Clothing”, a luxury contemporary clothing brand engaged in the design,
distribution, and retailing of apparel based on the creative inspiration of sophisticated tattoo art.

The
business was established on September 1, 2008 to capitalize on the legacy of the tattoo master Horiyoshi III, by offering consumers
a unique collection of knitwear, t-shirts and accessory items based on his designs. The Company began selling its products from
the “Horiyoshi” collection in 2009 and later developed the “Heroes & Demons” collection in 2011 and
“The Thiiird” collection in 2012. The rights to the design catalogue were exclusively licensed to Horiyoshi the Third
Limited, a wholly owned subsidiary of HHWW (“the Company”). Horiyoshi Worldwide [U.K.] Limited, another subsidiary
wholly owned by HHWW, was created in 2011 to operate the Company’s first branded retail outlet in London.

In
order to broaden its scale and scope, the Company established the brand “HTT Clothing” in 2014. The “HTT Clothing”
collection infuses its designs with artwork and themes from various renowned tattoo artists to create a broad and varied style
while maintaining the Company’s dedication to craftsmanship and quality goods.

The
Company is passionate about the art work of each collaborative tattoo artist and takes great care integrating imagery into each
of its garments. HHWW’s management feels that it is positioning the Company to take advantage of the increasing inflection
of design, art and culture in today’s fashion world. By introducing quality clothes that infuse the internationally recognized
art work of renowned tattoo artists, the Company believes it is at the vanguard of a growing interest in unique aspects of the
art and cultural imagery. Our goal is to build a brand that is recognized throughout the world for creating quality products with
universal appeal.

Results
of Operations

The
following summary of our results of operations should be read in conjunction with our consolidated financial statements for the
three months ended March 31, 2015 and 2014.

Operating
results for the three months ended March 31, 2015 and 2014 are summarized below:

|                       |  | Three
Months Ended 
March 31, 2015 |          | Three
Months Ended 
March 31, 2014
|---------------------- |  | ---------------------------------- | -------- | ----------------------------------
|Revenue                |  | $                                  | 3,456    |                                   
|Cost of sales          |  |                                    | 1,813    |                                   
|Gross Profit           |  |                                    | 1,643    |                                   
|Expenses               |  |                                    | 75,476   |                                   
|Other income (expense) |  |                                    | (52,780  | )                                 
|Interest expense       |  |                                    | 2,106    |                                   
|Net Loss               |  | $                                  | (128,719 | )                                 



6


Revenue

We
earned revenues of $3,456 for the three months ended March 31, 2015 compared to revenues of $106,795 for the three months March
31, 2014. Revenues decreased as a result of reduced web sales as well as the closure of our branded retail outlet.



Cost
of Goods Sold



Cost
of goods sold for the three months ended March 31, 2015 were $1,813 compared to $56,599 for the three months ended March 31, 2014.
Cost of goods sold represented 52% of sales for the three months ended March 31, 2015 as compared to 53% for the three months
ended March 31, 2014. The slight decrease in cost of goods sold as a percentage of sales for the three month period ended March
31, 2015 can be attributed to the sale of old season inventory where reserves had already been accounted for in prior quarters.



Expenses

Our
total expenses for the three months ended March 31, 2015 and 2014 are outlined in the table below:

|                           |  | Three Months Ended
    
March 31, 2015 |        | Three Months Ended
    
March 31, 2014
|-------------------------- |  | -------------------------------------- | ------ | --------------------------------------
|Selling                    |  | $                                      | 330    |                                       
|General and administrative |  |                                        | 72,362 |                                       
|Depreciation               |  |                                        | 2,784  |                                       
|Total expenses             |  | $                                      | 75,476 |                                       



For
the three months ended March 31, 2015 expenses decreased $217,806, or 74%, to $75,476 as compared to $293,282 for the corresponding
period in 2014. This decrease can be attributed to the closure of our branded retail store which led to significant decreases
in rent, salaries, and office expenses.

Liquidity
and Financial Condition

|Working Capital     |  |                 |            |                    |  |        |            |   |  |   |         |  
|------------------- |  | --------------- | ---------- | ------------------ |  | ------ | ---------- | - |  | - | ------- | -
|                    |  | AtMarch 31,2015 |            | AtDecember 31,2014 |  | Change
|Current Assets      |  | $               | 70,207     |                    |  | $      | 98,994     |   |  | $ | (28,787 | )
|Current Liabilities |  | $               | 3,114,100  |                    |  | $      | 3,117,119  |   |  | $ | 3,019   |  
|Working Capital     |  | $               | (3,043,893 | )                  |  | $      | (3,018,125 | ) |  | $ | (25,768 | )



7






|Cash Flows                                        |  |                                   |          |                                   |  |   |          |  
|------------------------------------------------- |  | --------------------------------- | -------- | --------------------------------- |  | - | -------- | -
|                                                  |  | Three Months Ended

March 31,2015 |          | Three Months Ended

March 31,2014
|Net Cash Used in Operating Activities             |  | $                                 | (119,573 | )                                 |  | $ | (125,171 | )
|Net Cash Provided by Investing Activities         |  | $                                 | —        |                                   |  | $ | —        |  
|Net Cash Provided by Financing Activities         |  | $                                 | 69,500   |                                   |  | $ | 134,590  |  
|Net Effect of Foreign Currency Translation        |  | $                                 | 46,102   |                                   |  | $ | 42       |  
|Net Increase (Decrease) in Cash During the Period |  | $                                 | (3,971   | )                                 |  | $ | 9,461    |  

For
the three months ended March 31, 2015, net cash used in operating activities was $119,573 as a result of changes in our working
capital and a three month net loss of $128,719.

For
the three months ended March 31, 2015, net cash provided by financing activities was $69,500 as a result of proceeds of loans
from shareholders and related parties, as well as proceeds from the sale of common stock.

We
will require additional funds to fund our budgeted expenses in the future. These funds may be raised through equity financing,
debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance
that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our
common stock. Further, we may continue to be unprofitable. We may need to raise additional funds in the future in order to proceed
with our budgeted expenses. Additionally, there is no assurance that any party will advance additional funds to us in order to
enable us to sustain our plan of operations or to repay our liabilities.

Liquidity
and Capital Resources

Growth
of our operations will be based on our ability to internally finance from cash flow, raise equity and/or debt to increase sales
and production. Our primary sources of liquidity are: (i) cash from sales of our products; and (ii) financing activities. Our
cash balance as of March 31, 2015 is $3,456.

Prior
to the $5,000,000 in equity financing in December 2010, our Company funded some of its operations through debt financing with
related party transactions.

As
of March 31, 2015, our Company was obligated to Steve Suk, a Director of Horiyoshi the Third Limited, for a non-interest bearing
demand loan with a balance of $105,138.

As
of March 31, 2015, our Company was obligated to Lone Star Capital Limited, a related party, for a non-interest bearing demand
loan with a balance of $1,634,478.

As
of March 31, 2015, our Company was obligated to AMS Holdings Limited, for a non-interest bearing demand loan with a balance of
$150,000.

Plan
of Operation and Cash Requirements

Our
wholly-owned subsidiary, Horiyoshi the Third Limited, began selling its products in 2009. Our wholly owned subsidiary Horiyoshi
Worldwide [U.K.] Limited, began operating our first branded retail outlet in London in 2011. Our plan of action over the next
twelve months is to continue to market and sell the “HTT Clothing” collection and raise additional capital financing
as necessary, to grow operations.

The
success of our operations will be based on our ability to grow by financing the operation through internal cash flow or to raise
funds through equity and/or debt financing to invest in marketing, sales and distribution of our product line. The challenging
markets for credit and for the sale of luxury apparel resulting from the recent financial crisis and current period of economic
stagnation have negatively affected the markets for many luxury goods. The availability of equity and/or debt financings remains
uncertain.



Going
Concern

For
the three months ended March 31, 2015, our Company incurred a loss of $128,719 and an accumulated deficit of $9,881,509. Our Company
intends to fund operations through operational cash flow and equity/debt financing arrangements. These sources may be insufficient
to fund its capital expenditures, working capital and other cash requirements for the future. In response to these problems, management
intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial
doubt about our Company’s ability to continue as a going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

8




Off-Balance
Sheet Arrangements

We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to stockholders.

Critical
Accounting Policies

Use
of estimates

In
preparing financial statements in conformity with US GAAP, our management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities. These estimates and assumptions also affect the disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and revenues and expenses during the reported periods. Actual
results could differ from those estimates.

Our
consolidated financial statements include some amounts that are based on our management's best estimates and judgments. The most
significant estimates relate to the valuation allowance for accounts receivable, returns, inventory, deferred taxes and various
contingent liabilities. It is reasonably possible that the above-mentioned estimates and others may be adjusted as more current
information becomes available, and any adjustment could be significant in future reporting periods.

Revenue
recognition

Our
revenue recognition policy is in accordance with generally accepted accounting principles, which requires the recognition of sales
when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and
the collectability of revenue is reasonably assured. We record sales upon shipment of product to customers and transfer of title
under standard commercial terms for wholesale and web orders, and at the point of sale for direct to consumer sales at our branded
retail store.

Item
3. Quantitative and Qualitative Disclosures about Market Risk

We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.



Item
4. Controls and Procedures

We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated
to our management, including our president and chief executive officer (our principal executive officer) and our chief financial
officer (our principal financial officer and principal accounting officer), to allow for timely decisions regarding required disclosure.

As
of the end of the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation
of our president and chief executive officer (our principal executive officer) and our chief financial officer (our principal
financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls
and procedures. Based on the foregoing, our president and chief executive officer (our principal executive officer) and our chief
financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls and
procedures were ineffective as of the end of the period covered by this quarterly report.

Changes
in Internal Control Over Financial Reporting

There
were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2015 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

9




PART
II – OTHER INFORMATION

Item
1. Legal Proceedings

We
know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered
or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item
1A. Risk Factors.

We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item
3. Defaults upon Senior Securities

None.

Item
4. Mine Safety Disclosures

Not
applicable.

Item
5. Other Information

None.



Item
6. Exhibits



|Exhibit
    Number | Description                                                                                                                                                                                                                                             
|------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)                | (i)
    Articles of Incorporation and (ii) Bylaws                                                                                                                                                                                                       
|3.1                | Certificate
    of Amendment filed with the Nevada Secretary of State on June 17, 2010, effective June 21, 2010. (Incorporated by reference
    from our Current Report on Form 8-K filed on July 20, 2010).                                            
|3.2                | Bylaws  (Incorporated
    by reference from exhibit 3.2 of our Registration Statement on Form SB-2 filed on April 13, 2007).                                                                                                                            
|3.3                | Amendment
    to the Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on April 30, 2009 (Incorporated
    by reference from exhibit 3.1 of our Current Report on Form 8-K filed on May 8, 2009).                     
|(10)               | Material
    Contracts                                                                                                                                                                                                                                  
|10.1               | License
    Agreement dated September 17, 2008 between Horiyoshi III Worldwide Ltd. and Stone Corporation Inc. (Incorporated by reference
    from our Current Report on Form 8-K filed on November 8, 2010).                                           
|10.2               | Share
    Exchange Agreement among the company, Horiyoshi the Third Limited and the Shareholders of Horiyoshi the Third Limited dated
    September 1, 2010. (Incorporated by reference from our Current Report on Form 8-K filed on September 3, 2010).
|10.3               | Amendment
    to Share Exchange Agreement dated November 5, 2010 with Horiyoshi the Third Limited. (Incorporated by reference from our Current
    Report on Form 8-K filed on November 8, 2010).                                                       
|10.4               | Share
    Cancellation Agreement dated November 5, 2010 with Mitsuo Kojima. (Incorporated by reference from our Current Report on Form
    8-K filed on November 8, 2010).                                                                              
|10.5               | Share
    Issuance Agreement dated November 29, 2010 with Zyndy Trade Corp.                                                                                                                                                                             
|10.6               | Consulting
    Agreement dated January 1, 2011 with Raymond A. Catroppa (Incorporated by reference from our Current Report on Form 8-K filed
    on February 28, 2011).                                                                                 
|10.7               | License
    Agreement dated June 1, 2011 between Horiyoshi The Third Limited and Stone Corporation Inc.                                                                                                                                                 
|10.8               | Agreement
    For Settlement of Prepaid Assets and Forgiveness of Debt dated June 30, 2011 between Horiyoshi The Third Limited, Lonestar
    Capital Limited, and Stone Corporation Inc.                                                                
|(14)               | Code
    of Ethics                                                                                                                                                                                                                                      
|14.1               | Code
    of Ethics (Incorporate by reference from exhibit 14 of  our Annual Report on Form 10-KSB filed on March 26, 2008                                                                                                                               
|(21)               | Subsidiaries
    of the Registrant                                                                                                                                                                                                                      
|21.1               | Horiyoshi
    the Third Limited                                                                                                                                                                                                                         
|(31)               | Rule
    13a-14(a)/15d-14(a) Certifications                                                                                                                                                                                                             
|31.1               | Section
    302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer                                                                                                                                                   
|31.2               | Certification
    of Acting Chief Financial Officer                                                                                                                                                                                                     
|(32)               | Section
    1350 Certifications                                                                                                                                                                                                                         
|32.1               | Section
    906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer.                                                                                                                                                  
|32.2               | Section
    906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer.                                                                                                                 



10




SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereto duly authorized.

|                            |  | HW
    HOLDINGS, INC.                                             
|--------------------------- |  | ------------------------------------------------------------------
|                            |  | (Registrant)                                                      
|Dated:
        May 20, 2015 |  | /s/
    Kerry Chung                                               
|                            |  | Kerry
    Chung                                                   
|                            |  | President
    and Chief Executive Officer                         
|                            |  | (Principal
    Executive Officer)                                 
|Dated:  May
    20, 2015    |  | /s/
    Darren Takemoto                                           
|                            |  | Darren
    Takemoto                                               
|                            |  | Chief
    Financial Officer and Secretary                         
|                            |  | (Principal
    Financial Officer and Principal Accounting Officer)



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

11