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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended: June 30, 2009

or



| ̈ | 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: 000-52810





MUST HAVES, INC.

(Name of Small Business Issuer in its Charter)







|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Florida                                        |  | 05-0597678                          
|(State or Other Jurisdiction of Incorporation) |  | (I.R.S. Employer Identification No.)

1507 Presidential Way, North Miami Beach, Florida 33179

(Address of Principal Executive Office) (Zip Code)

(305) 469-4178

(Registrants telephone number, including area code)

N/A

(Former name or former address,
if changed since last report)





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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

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



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 1 2b-2 of the Exchange
Act).    x  Yes     ̈  No

As of August 19, 2009, there were outstanding 4,975,000 shares of common stock.









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Table of Contents





|                             |  |                                                                                        |  |   
|---------------------------- |  | -------------------------------------------------------------------------------------- |  | --
|PART IFINANCIAL INFORMATION |  | 3                                                                                     
|                             |  |                                                                                       
|ITEM 1.                      |  | FINANCIAL STATEMENTS.                                                                  |  | 3 
|ITEM 2.                      |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |  | 12
|ITEM 3.                      |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                            |  | 13
|ITEM 4T.                     |  | CONTROLS AND PROCEDURES.                                                               |  | 13
|                             | 
|PART IIOTHER INFORMATION    |  | 13                                                                                    
|                             |  |                                                                                       
|ITEM 1.                      |  | LEGAL PROCEEDINGS.                                                                     |  | 13
|ITEM 1A.                     |  | RISK FACTORS.                                                                          |  | 13
|ITEM 2.                      |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.                           |  | 13
|ITEM 3.                      |  | DEFAULTS UPON SENIOR SECURITIES.                                                       |  | 13
|ITEM 4.                      |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                   |  | 14
|ITEM 5.                      |  | OTHER INFORMATION.                                                                     |  | 14
|ITEM 6.                      |  | EXHIBITS.                                                                              |  | 14



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##### Table of Contents

PART I  FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

MUST HAVES, INC.

BALANCE SHEETS



|                                                                                                                                          |  |              |          |   |                  |   |          |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                          |  | June 30,2009 |          |   | December 31,2008 |  
|                                                                                                                                          |  | (Unaudited)  |          |   | (Audited)        |  
|ASSETS                                                                                                                                    |  |              |          |   |                  |   |          |  
|                                                                                                                                          |  |             
|Current Assets                                                                                                                            |  |              |          |   |                  |   |          |  
|Cash                                                                                                                                      |  | $            | 497      |   |                  | $ | 272      |  
|Accounts receivable, net                                                                                                                  |  |              | 1,692    |   |                  |   | 2,000    |  
|Inventory, net                                                                                                                            |  |              | 6,942    |   |                  |   | 6,942    |  
|Other current assets                                                                                                                      |  |              | 500      |   |                  |   | 500      |  
|                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total current assets                                                                                                                      |  |              | 9,631    |   |                  |   | 9,714    |  
|                                                                                                                                          |  |              |          |   |                  |   |          |  
|                                                                                                                                          |  |             
|TOTAL ASSETS                                                                                                                              |  | $            | 9,631    |   |                  | $ | 9,714    |  
|                                                                                                                                          |  |              |          |   |                  |   |          |  
|                                                                                                                                          |  |             
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                     |  |              |          |   |                  |   |          |  
|                                                                                                                                          |  |             
|Current Liabilities                                                                                                                       |  |              |          |   |                  |   |          |  
|Accounts payable and accrued expenses                                                                                                     |  | $            | 16,350   |   |                  | $ | 14,581   |  
|Stockholders loan                                                                                                                        |  |              | 29,944   |   |                  |   | 29,185   |  
|                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total current liabilities                                                                                                                 |  |              | 46,294   |   |                  |   | 43,766   |  
|                                                                                                                                          |  |              |          |   |                  |   |          |  
|                                                                                                                                          |  |             
|Stockholders deficit                                                                                                                     |  |              |          |   |                  |   |          |  
|Preferred stock, no par value, 1,000,000 authorized sharesNo shares issued and outstanding as of June 30, 2009 and December 31,
2008.     |  |              |         |   |                  |   |         |  
|Common stock, no par value, 10,000,000 authorized shares4,975,000 shares issued and outstanding as of June 3, 2009 and
December 31, 2008. |  |              |          |   |                  |   |          |  
|Additional paid in capital                                                                                                                |  |              | 151,700  |   |                  |   | 148,700  |  
|Accumulated deficit                                                                                                                       |  |              | (188,363 | ) |                  |   | (182,752 | )
|                                                                                                                                          |  |              |          |   |                  |   |          |  
|Total Stockholders Deficit                                                                                                               |  |              | (36,663  | ) |                  |   | (34,052  | )
|                                                                                                                                          |  |              |          |   |                  |   |          |  
|                                                                                                                                          |  |             
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                               |  | $            | 9,631    |   |                  | $ | 9,714    |  
|                                                                                                                                          |  |              |          |   |                  |   |          |  

The accompanying notes are an integral part of these financial statements.



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MUST HAVES, INC.

STATEMENTS OF OPERATIONS



|                                                        |      |                                    |           |      |                                  |   |           |   |  |      |           |   |  |   |           |  
|------------------------------------------------------- | ---- | ---------------------------------- | --------- | ---- | -------------------------------- | - | --------- | - |  | ---- | --------- | - |  | - | --------- | -
|                                                        |      | For the three months endedJune 30, |           |      | For the six months endedJune 30, |  
|                                                        | 2009 |                                    |           | 2008 |                                  |   | 2009      |   |  | 2008 |          
|REVENUE                                                 |      | $                                  |          |      |                                  | $ | 1,743     |   |  | $    | 130       |   |  | $ | 2,353     |  
|                                                        |      |                                    |           |     
|COST OF REVENUE                                         |      |                                    |          |      |                                  |   | 234       |   |  |      |          |   |  |   | 591       |  
|                                                        |      |                                    |           |      |                                  |   |           |   |  |      |           |   |  |   |           |  
|                                                        |      |                                    |           |     
|GROSS PROFIT                                            |      |                                    |          |      |                                  |   | 1,509     |   |  |      | 130       |   |  |   | 1,762     |  
|                                                        |      |                                    |           |     
|General and administrative expense                      |      |                                    | 2,305     |      |                                  |   | 15,672    |   |  |      | 4,522     |   |  |   | 46,608    |  
|                                                        |      |                                    |           |      |                                  |   |           |   |  |      |           |   |  |   |           |  
|                                                        |      |                                    |           |     
|Loss from operations before interest expense            |      |                                    | (2,305    | )    |                                  |   | (14,163   | ) |  |      | (4,392    | ) |  |   | (44,846   | )
|                                                        |      |                                    |           |     
|Interest expense                                        |      |                                    | 636       |      |                                  |   | 348       |   |  |      | 1,220     |   |  |   | 528       |  
|                                                        |      |                                    |           |      |                                  |   |           |   |  |      |           |   |  |   |           |  
|                                                        |      |                                    |           |     
|Loss before taxes                                       |      |                                    | (2,941    | )    |                                  |   | (14,511   | ) |  |      | (5,612    | ) |  |   | (45,374   | )
|                                                        |      |                                    |           |     
|Provision (benefit) from income taxes                   |      |                                    |          |      |                                  |   |          |   |  |      |          |   |  |   |          |  
|                                                        |      |                                    |           |      |                                  |   |           |   |  |      |           |   |  |   |           |  
|                                                        |      |                                    |           |     
|Net Loss                                                |      | $                                  | (2,941    | )    |                                  | $ | (14,511   | ) |  | $    | (5,612    | ) |  | $ | (45,374   | )
|                                                        |      |                                    |           |      |                                  |   |           |   |  |      |           |   |  |   |           |  
|                                                        |      |                                    |           |     
|Weighted average shares outstanding - basic and diluted |      |                                    | 4,975,000 |      |                                  |   | 4,975,000 |   |  |      | 4,975,000 |   |  |   | 4,975,000 |  
|                                                        |      |                                    |           |      |                                  |   |           |   |  |      |           |   |  |   |           |  
|                                                        |      |                                    |           |     
|Earnings per share - basic and diluted                  |      | $                                  | (0.00     | )    |                                  | $ | (0.00     | ) |  | $    | (0.00     | ) |  | $ | (0.01     | )
|                                                        |      |                                    |           |      |                                  |   |           |   |  |      |           |   |  |   |           |  

The accompanying notes are an integral part of these financial statements.



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MUST HAVES, INC.

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,



|                                                                              |  |      |        |   |      |   |         |  
|----------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | -
|                                                                              |  | 2009 |        |   | 2008 |  
|Cash Flows from Operating Activities:                                         |  |      |        |   |      |   |         |  
|Net (loss)                                                                    |  | $    | (5,612 | ) |      | $ | (45,374 | )
|Adjustments to reconcile net (loss) to net cash used in operating activities: |  |      |        |   |      |   |         |  
|Capital contribution from stockholder                                         |  |      | 3,000  |   |      |   | 3,000   |  
|Changes in operating assets and liabilities                                   |  |      |        |   |      |   |         |  
|Accounts receivable                                                           |  |      | 308    |   |      |   | 432     |  
|Inventory                                                                     |  |      |       |   |      |   | 591     |  
|Accounts payable and accrued liabilities                                      |  |      | 2,528  |   |      |   | 18,599  |  
|Other current assets                                                          |  |      |       |   |      |   | (500    | )
|                                                                              |  |      |        |   |      |   |         |  
|Net cash provided by (used in) operating activities                           |  |      | 224    |   |      |   | (23,252 | )
|                                                                              |  |     
|Cash Flows from Financing Activities:                                         |  |      |        |   |      |   |         |  
|Loan from stockholder                                                         |  |      |       |   |      |   | 20,500  |  
|Proceeds from sale of stock                                                   |  |      |       |   |      |   |        |  
|                                                                              |  |      |        |   |      |   |         |  
|Net cash provided by financing activities                                     |  |      |       |   |      |   | 20,500  |  
|                                                                              |  |      |        |   |      |   |         |  
|                                                                              |  |     
|Net increase (decrease) increase in cash                                      |  |      | 224    |   |      |   | (2,752  | )
|                                                                              |  |     
|Cash - beginning of year                                                      |  |      | 272    |   |      |   | 8,458   |  
|                                                                              |  |      |        |   |      |   |         |  
|                                                                              |  |     
|Cash - end of the period                                                      |  | $    | 496    |   |      | $ | 5,706   |  
|                                                                              |  |      |        |   |      |   |         |  
|                                                                              |  |     
|Supplemental Disclosures:                                                     |  |      |        |   |      |   |         |  
|Cash paid for interest                                                        |  | $    |       |   |      | $ |        |  
|                                                                              |  |      |        |   |      |   |         |  
|Cash paid for taxes                                                           |  | $    |       |   |      | $ |        |  
|                                                                              |  |      |        |   |      |   |         |  
|Common stock issued for services                                              |  | $    |       |   |      | $ |        |  
|                                                                              |  |      |        |   |      |   |         |  

The accompanying notes are an integral part of these financial statements.



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Notes to Unaudited Financial Statements for the Three Months Ended June 30, 2009 and June 30, 2008



|NOTE 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|------- | ------------------------------------------

Company
Background

Must Haves, Inc. (the Company) is a Florida corporation that was established during 2004. The Company designs and sells ladies clothing
accessories from its location in North Miami.

Going Concern

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.
The Company has incurred a net loss of $5,612 for the six months ended June 30, 2009 and has not developed a substantial source of revenue. The Company anticipates seeking additional capital, increasing sales and continuing to restrict
expenditures during 2009. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Interim
Financial Statements

The accompanying interim unaudited financial information has been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company as of June 30, 2009 and the related operating results and cash flows for the interim period presented have been made. The results of operations of such interim
period are not necessarily indicative of the results of the full year.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure at the date of the financial statements and during the reporting period. Accordingly, actual results could differ from those estimates.

Revenue Recognition

The Company presents revenue in
accordance with the provision of Staff Accounting Bulletin (SAB) No. 104 Revenue Recognition in Financial Statements, which states that revenue is realized or realizable and earned when all of the following criteria are met:
Persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sellers price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue is recognized upon delivery and
acceptance of goods. Since the Companys primary customers are direct suppliers and goods must be accepted at delivery, sales returns are minimal. Should such a situation arise, the Companys policy is to exchange the product.

Cash and Cash Equivalents

The Company considers all highly
liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2009, cash and cash equivalents include cash on hand and cash in the bank.



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Accounts Receivable

Substantially all of the Companys accounts receivable is due from customers located within the United States. Judgments are made with respect to the collectability of account receivable based on historical experience and current
economic trends. The Company considers all accounts receivable fully collectible; therefore no allowance for doubtful accounts has been made as June 30, 2009.

Inventory

Inventory consists of ladies accessories and related supplies. It is stated at the lower of cost or market; determined
using the first-in, first-out (FIFO) cost method. Due to the nature of the inventory, the Company has not made an allowance for obsolete inventory at June 30, 2009, as all pieces are expected to be sold or can be interchanged with other styles.

Cost of revenue

Cost of revenue consists of
materials, supplies, contract labor, shipping and delivery costs. The fair value of contributed facilities by the Companys sole employee are also included as a cost of revenue.

General and administrative expense

General and administrative expense includes professional fees, bank and
credit card service charges, travel, telephone and office expense. The fair value of contributed services by the Companys sole employee are also recorded as general and administrative expense.

Income Taxes

The Company uses the liability method for income
taxes as required by Statement of Financial Accounting Standard (SFAS) No. 109 Accounting for Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and
tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when it is more likely
than not that the deferred tax assets will not be realized. The Company has established a 100% valuation and, therefore, no provision or benefit from taxes has been recorded in the Statement of Operations.

The Company adopted the provisions of FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement 109, effective January 1, 2007. FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all
relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that
previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the
more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. FIN 48 also provides guidance on the accounting for and disclosure of unrecognized tax
benefits, interest and penalties. Adoption of FIN 48 did not have a significant impact on the Companys financial statements.

Concentration of
Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable.



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Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. At June 30, 2009 the Company
believes that there has been no impairment of its long-lived assets.

Fair Value of Financial Instruments

The Companys financial instruments include cash and accounts receivable. The carrying amount of these financial instruments has been estimated by management to
approximate fair value.

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that
could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

Recent Accounting Prouncements

Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles

In June 2009, the Financial Accounting Standards Board
issued Statement FASB issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS No. 168). SFAS No. 168 will become
the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force
(EITF), and related accounting literature. SFAS No. 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant
Securities and Exchange Commission guidance organized using the same topical structure in separate sections. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15,
2009. This statement will have an impact on the Companys financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS No. 168.

Subsequent Events

In May 2009, the FASB issued SFAS
No. 165, Subsequent Events. (SFAS No. 165) This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued
or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009. The
adoption of SFAS No. 165 is not expected to have a material impact on the Companys financial statements.

Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued FSP FAS No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This
FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes
guidance on identifying circumstances that indicate a transaction is not orderly.



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FSP FAS No. 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. The
implementation of FSP FAS No. 157-4 did not have a material on the Companys financial position and results of operations.

Recognition and
Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments . The objective of an other-than-temporary impairment analysis under existing U.S. generally accepted accounting principles (GAAP) is to determine whether the holder of an
investment in a debt or equity security for which changes in fair value are not regularly recognized in earnings (such as securities classified as held-to-maturity or available-for-sale) should recognize a loss in earnings when the investment is
impaired. An investment is impaired if the fair value of the investment is less than its amortized cost basis. FSP FAS No. 115-2 and FAS No. 124-2 is effective for interim and annual reporting periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted. The implementation of FSP FAS No. 115-2 and FAS No. 124-2 did not have a material
impact on the Companys financial position and results of operations.

Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued FSP FAS No. 107-1 and APB No. 28-1, Interim Disclosures about Fair Value of Financial
Instruments. This FSP amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in
annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP FAS No. 107-1 is effective for interim
reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The implementation of FSP FAS No. 107-1 did not have a material impact on the Companys financial position and
results of operations

Interim Disclosure about Fair Value of Financial Instruments

In April 2009, the FASB issued FASB Staff Position FSP No. SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments. This FSP amends SFAS No. 107 to require disclosures about fair values of financial instruments for interim reporting periods as well as in annual financial statements. The FSP also amends Accounting Principles Board
Opinions APB Opinion No. 28 to require those disclosures in summarized financial information at interim reporting periods. This FSP becomes effective for interim reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. The adoption of this FSP is not expected to have a material impact on our financial statements.

Amendments to the Impairment Guidance of EITF Issue No. 99-20

In January 2009, the FASB issued
FSP Emerging Issues Task Force (EITF) Issue No. 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20. This FSP amends the impairment guidance in EITF Issue No. 99-20, Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets, to achieve more consistent determination of whether an other-than-temporary
impairment has occurred. The FSP also retains and emphasizes the objective of an other than- temporary impairment assessment and the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments in Debt and
Equity Securities,and other related guidance. This Issue is effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. Retrospective application to a prior interim or annual
reporting period is not permitted. The adoption of FSP EITF 99-20-1 did not have a material effect on the Companys financial statements



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Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing

In June 2009, the FASB issued FSP Emerging Issues Task Force (EITF) Issue No. 09-1, Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Issue is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as
of the beginning of those fiscal years. Share lending arrangements that have been terminated as a result of counterparty default prior to the effective date of this Issue but for which the entity has not reached a final settlement as of the
effective date are within the scope of this Issue. This Issue requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. This Issue is effective for
arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. Early adoption is not permitted. The Company is currently assessing the impact of FSP EITF 09-1 on its financial position
and results of operations.

Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active

In October 2008, the FASB issued FSP FAS No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not
Active. This FSP clarifies the application of SFAS No. 157, Fair Value Measurements, in a market that is not active. The FSP also provides examples for determining the fair value of a financial asset when the market for that
financial asset is not active. FSP FAS No. 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The impact of adoption was not material to the Companys financial condition or
results of operations.

The Hierarchy of Generally Accepted Accounting Principles

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SECs approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The implementation of this standard will not have a material impact on the Companys financial
position and results of operations.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS No. 142-3, Determination of the Useful Life of Intangible Assets, which amends the factors that
should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 Goodwill and Other Intangible Assets. The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) Business
Combinations and other U.S. generally accepted accounting principles. The implementation of FSP FAS No. 142-3 is not expected to have a material impact on its financial statements.

Disclosure about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133. This statement requires that objectives
for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company was required to adopt SFAS No. 161 on January 1, 2009. The adoption of SFAS No.161 on January 1, 2009 did not have a
material effect on the Companys financial statements

Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an
amendment of SFAS No. 115, which becomes effective on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such
accounting is optional and is generally to be applied instrument by instrument. The election of this fair-value option did not have a material effect on its financial condition, results of operations, cash flows or disclosures.



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Fair Value Measurements

In September 2006, the FASB No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with
generally accepted accounting principles and expands disclosures about fair value investments. SFAS No. 157 was effective for financial assets and liabilities on January 1, 2008. The statement deferred the implementation of the provisions
of SFAS No. 157 relating to certain non-financial assets and liabilities until January 1, 2009. The adoption of SFAS No. 157 on January 1, 2009 for financial assets and liabilities did not have a material effect on the Companys
financial statements.



|NOTE 2. | LOAN FROM STOCKHOLDER
|------- | ---------------------

The Company has borrowed funds from one stockholder
to be used as working capital. The loans have no stated interest and are due upon demand. The average balance of the loan as of June 30, 2009 was $30,703. In lieu of a stated interest rate, the Company imputes interest at 8% based on the
average loan balance. As a result, the Company has recorded interest expense of $584 for the three months ended June 30, 2009.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

Cautionary Note Regarding Forward-Looking Statements

The following discussion and analysis addresses
the major factors that affected our results of operations and financial condition reflected in our unaudited financial statements for the periods ended June 30, 2009 and June 30, 2008. This discussion is intended to supplement and
highlight information contained in, and should be read in conjunction with, our financial statements and related notes and the selected financial data presented elsewhere in this report. In addition to historical financial information, the following
discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a
result of many factors, including those discussed under Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2008.

Overview

The Company is in the business of designing and manufacturing ladies apparel accessories
consisting of beaded and jeweled bra straps that hook or snap into traditional bras, camisoles and tank tops. We are a development stage company with nominal revenues, a limited operating history and a reported net loss for the first time since
inception in 2004. Our principal source of revenue comes from selling our beaded and jeweled bra straps to small boutiques and through several non-exclusive representatives. The straps are designed, marketed and sold by our sole officer, director
and employee, Stella Gostfrand. Until we hire additional personnel to help in our marketing efforts and take steps to expand our markets and distributions channels, we may not be able to effectively market our products and generate significant
revenues to address our auditors going concern.

Results of Operations - Comparative Three-Month Periods Ended June 30, 2009 and
2008

Revenues for the three month period ended June 30, 2009 were $0, compared to $1,743 for the three month period ended
June 30, 2008. We believe the decrease in sales was the result of the overall state of the economy and market saturation of lower priced, knock off products by a greater number of online retailers and websites offering products similar to ours
during 2008. As a result of the decline in sales, our cost of revenue for the three month period ended June 30, 2009 was $0, compared to $234 for the three month period ended June 30, 2008 and our gross profit, likewise, declined to $0 for
the three month period ended June 30, 2009 from $1,509 for the three month period ended June 30, 2008.

General and
administrative expenses for the three month period ended June 30, 2009 were $2,305 or an 85% decrease from $15,672 for the three month period ended June 30, 2008.

Results of Operations - Comparative Six-Month Periods Ended June 30, 2009 and 2008

Revenues for
the six month period ended June 30, 2009 were $130, a 95% decrease from $2,353 for the six month period ended June 30, 2008. We believe the decrease in sales was the result of the overall state of the economy and market saturation of lower
priced, knock off products by a greater number of online retailers and websites offering products similar to ours during 2008. As a result of the decline in sales, our cost of revenue for the six month period ended June 30, 2009 was $0,
compared to $591 for the six month period ended June 30, 2008 and our gross profit, likewise, decreased 93% from $1,762 for the six month period ended June 30, 2008, to $130 for the six month period ended June 30, 2009.

General and administrative expenses for the six month period ended June 30, 2009 were $4,522 or a 90% decrease from $46,608 for the six month period
ended June 30, 2008.

Financial Condition, Liquidity, and Capital Resources for the Period Ended June 30, 2008

Since inception in 2004, we have funded capital requirements through operations, proceeds from a private placement in 2007, and loans from our founder in
the aggregate amount of $30,703. As of June 30, 2009, we had a cash balance of $497 a 91% decrease compared to our cash balance of $5,706 as of June 30, 2008.

Net cash provided by operating activities was $224 for the six month period ended June 30, 2009 as compared to $(23,252) for the six month period ended June 30, 2008.



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Net cash provided by financing activities was $0 for the six month period ended June 30, 2009 as
compared to $20,500 for the six month period ended June 30, 2008.

Cash Requirements and Need for Additional Funds

We believe that approximately $30,000 will be required to cover our operating expenses for the next 12 months. In addition to covering our operating
expenses, we may require additional cash resources due to changing business conditions or other future developments, including our proposed expansion or any acquisitions we may decide to pursue. Our founder has committed to providing additional
funds through loans if funding is not available from any commercial lenders or other sources; however we cannot give assurance that Mrs. Gostfrand will make such funds available or that we will enter into any new commitment, or that the terms
of any such commitments will be on terms favorable to us. We may, if necessary, conduct a private placement or public offering of our stock to raise capital.

Off Balance Sheet Arrangements

None.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.
|------- | -----------------------------------------------------------

We do not believe we have any material exposure to market risk associated with our cash and cash equivalents.



|Item 4T. | Controls and Procedures.
|-------- | ------------------------

Conclusion Regarding the Effectiveness
of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our sole
officer, Stella Gostfrand, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Based upon that evaluation, our sole officer concluded that as of June 30, 2009, our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our
reports filed under the Exchange Act, within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our sole officer as appropriate, to allow timely
decisions regarding required disclosure.

Changes in Internal Controls

During the quarter ended June 30, 2009, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

We are not a party to any
material litigation and are not aware of any threatened litigation that would have a material adverse effect on our business.



|Item 1A. | Risk Factors.
|-------- | -------------

There have been no material changes
during the three months ended June 30, 2009 in our risk factors as set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2008.



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

None.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.



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|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

None.



|Item 5. | Other Information.
|------- | ------------------

None.



|Item 6. | Exhibits.
|------- | ---------



|     |  |                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------
|No.  |  | Description                                                                                                                           
|31.1 |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     | 
|32.1 |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                               



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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.



|                      |  |  |  |                                                            
|--------------------- |  |  |  | -----------------------------------------------------------
|Date: August 19, 2009 |  |  |  | MUST HAVES, INC.                                           
|                      |  | 
|                      |  |  |  | /s/ Stella Gostfrand                                       
|                      |  |  |  | Principal Executive Officer and Principal Financial Officer



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