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: September 30, 2008

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 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).     ̈  Yes    x  No

As of October 28, 2008, there were outstanding 4,975,000 shares of common stock.









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|                               |  |                                                                                       |  |   
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | --
|PART I  FINANCIAL INFORMATION |  | 1                                                                                    
|                               |  |                                                                                      
|ITEM1.                         |  | FINANCIAL STATEMENTS                                                                  |  | 1 
|ITEM2.                         |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 9 
|ITEM3.                         |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 14
|ITEM4T.                        |  | CONTROLS AND PROCEDURES                                                               |  | 14
|                               | 
|PART II  OTHER INFORMATION    |  | 14                                                                                   
|                               |  |                                                                                      
|ITEM1.                         |  | LEGAL PROCEEDINGS                                                                     |  | 14
|ITEM1A.                        |  | RISK FACTORS                                                                          |  | 15
|ITEM2.                         |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           |  | 15
|ITEM3.                         |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 15
|ITEM4.                         |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 15
|ITEM5.                         |  | OTHER INFORMATION                                                                     |  | 15
|ITEM6.                         |  | EXHIBITS                                                                              |  | 15



2



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PART IFINANCIAL INFORMATION



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

MUST HAVES, INC.

BALANCE SHEETS



|                                                                                                 |  |               |          |   |              |   |          |  
|------------------------------------------------------------------------------------------------ |  | ------------- | -------- | - | ------------ | - | -------- | -
|                                                                                                 |  | (Unaudited)   |          |   | (Audited)    |  
|                                                                                                 |  | September 30, |          |   | December 31, |  
|                                                                                                 |  | 2008          |          |   | 2007         |  
|ASSETS                                                                                           |  |               |          |   |              |   |          |  
|Current Assets                                                                                   |  |               |          |   |              |   |          |  
|Cash                                                                                             |  | $             | 2,743    |   |              |   | 8,458    |  
|Accounts receivable, net                                                                         |  |               | 2,222    |   |              |   | 2,432    |  
|Inventory, net                                                                                   |  |               | 7,054    |   |              |   | 7,828    |  
|Other current assets                                                                             |  |               | 500      |   |              |   |         |  
|                                                                                                 |  |               |          |   |              |   |          |  
|Total current assets                                                                             |  |               | 12,519   |   |              |   | 18,718   |  
|                                                                                                 |  |               |          |   |              |   |          |  
|TOTAL ASSETS                                                                                     |  | $             | 12,519   |   |              |   | 18,718   |  
|                                                                                                 |  |               |          |   |              |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                             |  |               |          |   |              |   |          |  
|                                                                                                 |  |              
|Current Liabilities                                                                              |  |               |          |   |              |   |          |  
|Accounts payable and accrued expenses                                                            |  |               | 27,867   |   |              |   | 4,223    |  
|Loan from stockholder                                                                            |  |               | 25,685   |   |              |   | 3,185    |  
|                                                                                                 |  |               |          |   |              |   |          |  
|Total current liabilities                                                                        |  |               | 53,552   |   |              |   | 7,408    |  
|                                                                                                 |  |               |          |   |              |   |          |  
|Stockholders equity                                                                             |  |               |          |   |              |   |          |  
|Preferred stock, no par value, 1,000,000 authorized shares No shares issued and outstanding      |  |               |         |   |              |   |         |  
|Common stock, no par value, 10,000,000 authorized shares 4,975,000 shares issued and outstanding |  |               |         |   |              |   |         |  
|Additional paid in capital                                                                       |  |               | 147,200  |   |              |   | 142,700  |  
|Accumulated deficit                                                                              |  |               | (188,233 | ) |              |   | (131,391 | )
|                                                                                                 |  |               |          |   |              |   |          |  
|Total Stockholders Equity                                                                       |  |               | (41,033  | ) |              |   | 11,309   |  
|                                                                                                 |  |               |          |   |              |   |          |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                       |  | $             | 12,519   |   |              | $ | 18,718   |  
|                                                                                                 |  |               |          |   |              |   |          |  

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



1



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MUST HAVES, INC.

STATEMENTS OF OPERATIONS



|                                                        |  |                                         |           |   |                                        |   |           |      |  |   |           |   |  |   |           |  
|------------------------------------------------------- |  | --------------------------------------- | --------- | - | -------------------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                        |  | For the three months endedSeptember 30, |           |   | For the nine months endedSeptember 30, |  
|                                                        |  | 2008                                    |           |   | 2007                                   |   |           | 2008 |  |   | 2007      |  
|REVENUE                                                 |  | $                                       | 1,048     |   |                                        | $ | 7,103     |      |  |   | 3,401     |   |  | $ | 13,115    |  
|COST OF REVENUE                                         |  |                                         | 183       |   |                                        |   | 2,452     |      |  |   | 774       |   |  |   | 6,892     |  
|                                                        |  |                                         |           |   |                                        |   |           |      |  |   |           |   |  |   |           |  
|GROSS PROFIT                                            |  |                                         | 865       |   |                                        |   | 4,651     |      |  |   | 2,627     |   |  |   | 6,223     |  
|General and administrative expense                      |  |                                         | 11,640    |   |                                        |   | 18,685    |      |  |   | 58,248    |   |  |   | 110,822   |  
|                                                        |  |                                         |           |   |                                        |   |           |      |  |   |           |   |  |   |           |  
|Loss from operations before interest expense            |  |                                         | (10,775   | ) |                                        |   | (14,034   | )    |  |   | (55,621   | ) |  |   | (104,599  | )
|Interest expense                                        |  |                                         | 514       |   |                                        |   |          |      |  |   | 1,221     |   |  |   |          |  
|                                                        |  |                                         |           |   |                                        |   |           |      |  |   |           |   |  |   |           |  
|Loss before taxes                                       |  |                                         | (11,289   | ) |                                        |   | (14,034   | )    |  |   | (56,842   | ) |  |   | (104,599  | )
|Provision (benefit) from income taxes                   |  |                                         |          |   |                                        |   |          |      |  |   |          |   |  |   |          |  
|                                                        |  |                                         |           |   |                                        |   |           |      |  |   |           |   |  |   |           |  
|Net loss                                                |  | $                                       | (11,289   | ) |                                        | $ | (14,034   | )    |  | $ | (56,842   | ) |  | $ | (104,599  | )
|                                                        |  |                                         |           |   |                                        |   |           |      |  |   |           |   |  |   |           |  
|Weighted average shares outstanding - basic and diluted |  |                                         | 4,975,000 |   |                                        |   | 4,671,069 |      |  |   | 4,975,000 |   |  |   | 4,671,069 |  
|                                                        |  |                                         |           |   |                                        |   |           |      |  |   |           |   |  |   |           |  
|Earnings per share - basic and diluted                  |  | $                                       | (0.00     | ) |                                        | $ | (0.00     | )    |  | $ | (0.01     | ) |  | $ | (0.02     | )
|                                                        |  |                                         |           |   |                                        |   |           |      |  |   |           |   |  |   |           |  

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



2



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MUST HAVES, INC.

STATEMENTS OF CASH FLOWS

For the nine months ended September 30,



|                                                                            |  |      |         |   |      |   |          |  
|--------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | -------- | -
|                                                                            |  | 2008 |         |   | 2007 |  
|Cash Flows from Operating Activities:                                       |  |      |         |   |      |   |          |  
|Net loss                                                                    |  | $    | (56,842 | ) |      | $ | (104,599 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |      |         |   |      |   |          |  
|Common stock issued for services                                            |  |      |        |   |      |   | 65,000   |  
|Capital contribution from stockholder                                       |  |      | 4,500   |   |      |   | 9,000    |  
|Changes in operating assets and liabilities                                 |  |      |         |   |      |   |          |  
|Accounts receivable                                                         |  |      | 210     |   |      |   | (2,688   | )
|Inventory                                                                   |  |      | 774     |   |      |   | (302     | )
|Stock subscription receivable                                               |  |      |        |   |      |   |         |  
|Other current assets                                                        |  |      | (500    | ) |      |   |         |  
|Accounts payable and accrued liabilities                                    |  |      | 23,643  |   |      |   | (4,972   | )
|                                                                            |  |      |         |   |      |   |          |  
|Net cash used in operating activities                                       |  |      | (28,215 | ) |      |   | (38,561  | )
|Cash Flows from Financing Activities:                                       |  |      |         |   |      |   |          |  
|Loan from stockholder                                                       |  |      | 22,500  |   |      |   |         |  
|Proceeds from stock subscriptions                                           |  |      |        |   |      |   | 47,500   |  
|                                                                            |  |      |         |   |      |   |          |  
|Net cash provided by financing activities                                   |  |      | 22,500  |   |      |   | 47,500   |  
|                                                                            |  |      |         |   |      |   |          |  
|Net increase (decrease) in cash                                             |  |      | (5,715  | ) |      |   | 8,939    |  
|Cash - beginning of year                                                    |  |      | 8,458   |   |      |   | 5,598    |  
|                                                                            |  |      |         |   |      |   |          |  
|Cash - end of the period                                                    |  | $    | 2,743   |   |      | $ | 14,537   |  
|                                                                            |  |      |         |   |      |   |          |  
|Supplemental Disclosures:                                                   |  |      |         |   |      |   |          |  
|Cash paid for interest                                                      |  | $    |        |   |      | $ |         |  
|                                                                            |  |      |         |   |      |   |          |  
|Cash paid for taxes                                                         |  | $    |        |   |      | $ |         |  
|                                                                            |  |      |         |   |      |   |          |  
|Common stock issued for services                                            |  | $    |        |   |      | $ | 65,000   |  
|                                                                            |  |      |         |   |      |   |          |  

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



3



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MUST HAVES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 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 $56,842 for the nine months ended September 30, 2008 and has not developed a substantial source of revenue. The Company anticipates seeking
additional capital, increasing sales and continuing to restrict expenditures during 2008. 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 September 30, 2008 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.



4



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MUST HAVES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



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 collectibility 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 nine months or less to be cash
equivalents. At September 30, 2008 and December 31, 2007, cash and cash equivalents include cash on hand and cash in the bank.

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 collectibility 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 of September 30, 2008 or December 31, 2007.

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 September 30, 2008 or December 31, 2007, 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.



5



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MUST HAVES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



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.

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 September 30, 2008 the Company believes that there has been no impairment of its long-lived assets.



6



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MUST HAVES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



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

Business Combinations

In December,
2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141 (revised 2007), Business Combinations (hereinafter SFAS No. 141 (revised 2007)). This statement
establishes principles and requirements for how an acquirer a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree, b) recognizes and measures
the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.
The scope of SFAS No. 141 (revised 2007) is broader than the scope of SFAS No. 141, which it replaces. The effective date of SFAS No. 141 (revised 2007) is for all acquisitions in which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement has no immediate material effect on the Companys financial condition or results of operations.

Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB 51

In December, 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB
No. 51 (hereinafter SFAS No. 160). This statement establishes accounting and reporting standards that



7



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MUST HAVES, INC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



require a) the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled and presented in the consolidated
statement of financial position with equity, but separate from the parents equity, b) the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the
consolidated statement of income, c) changes in a parents ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, d) when a subsidiary is deconsolidated, any retained
noncontrolling equity investment in the former subsidiary be initially measured at fair value and e) entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the
noncontrolling owners. The effective date of this standard is for fiscal years and interim periods beginning on or after December 15, 2008. The adoption of this statement is not expected to have an immediate material effect on the
Companys financial condition or results of operations.

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 FASB Statement No. 133, (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS 161 on
January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Companys financial statements.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS 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 FASB 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 142 and the period of the expected cash flows used to measure the fair
value of the asset under FASB 141 (revised 2007) Business Combinations and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its 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 September 30, 2008 was $25,685. 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 $1,221 for the nine months ended September 30, 2008.



8



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

Cautionary Note Regarding Forward-Looking Statements

Throughout this quarterly report on Form 10-Q
(the Report), the terms Must Haves, the Company, we, our, and us refer to Must Haves, Inc., a Florida corporation. This Report contains forward-looking statements that relate
to, among other things, our business strategy; the market opportunity for our products, including expected demand for our products; our estimates regarding our capital requirements; and other plans, objectives, and intentions. Any statements
contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements, including any statements relating to future actions and outcomes including but not limited to prospective products, future
performance or results of current or anticipated products, sales and marketing efforts, costs and expense trends, future interest rates, outcome of contingencies and their future impact on financial condition, results of operations, liquidity,
business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as expects,
anticipates, targets, goals, projects, intends, plans, believes, seeks, estimates, may, will, should,
contemplates, predicts, potential, or continue or variations and/or the negative of these similar terms. Forward-looking statements are based on current expectations, estimates, forecasts and
projections about the Company, our future performance, our beliefs and our Managements assumptions. All forward-looking statements made in this Report, including any future written or oral statements made by us or on our behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to in this section.

These forward-looking statements are
not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. Any assumptions, upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our
business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Report. Therefore, actual outcomes and results may differ materially from
what is expressed or forecast in such forward-looking statements. Please refer to Part II, Item 7 under Liquidity and Capital Resources and under Risk Factors contained in our Annual Report on Form 10-K for the year
ended December 31, 2007 for additional discussion. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

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 and a limited operating history. We
have been profitable since inception in 2004 through 2006,



9



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however, beginning in 2007 we experienced a sharp increase in market saturation of lower priced, knock off products by a greater number of online retailers
and websites offering products similar to ours resulting in increased competition and lower revenue. We reported a net loss of $(109,666) for the year ended December 31, 2007, and a net loss of $(56,842) for the nine months ended
September 30, 2008.

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.

Recent Developments

None since the date of our last quarterly report for the six months ended
June 30, 2008.

Results of Operations - Comparative Three-Month Periods Ended September 30, 2008 and 2007

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial
statements and accompanying notes included under Part I, Item 1 of this Quarterly Report and our audited financial statements and accompanying notes and the information set forth under Item 7 Managements Discussion and Analysis
or Plan of Operations included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2007.

Revenues
decreased $6,055 or 85% to $1,048 for the three months ended September 30, 2008 from $7,103 reported for the three months ended September 30, 2007. As with the first and second quarter of this year, the decrease was the result of ongoing
market saturation of lower priced, knock off products by a greater number of online retailers and websites offering products similar to ours and a general drop in orders from the boutiques and representatives that sell our products on a non
exclusive basis. As a result, our cost of revenue for the three months ended September 30, 2008 was $183, a 93% decrease from $2,452 for the three months ended September 30, 2007 and gross profit decreased 81% from $4,651 for the three
months ended September 30, 2007 to $865 for the three months ended September 30, 2008.

General and administrative expenses for
the three months ended September 30, 2008 were $11,640, a 38% decrease from $18,685 for the three months ended September 30, 2007.

Results of
Operations - Comparative Nine-Month Periods Ended September 30, 2008 and 2007

The foregoing trend of decreasing revenues reported
during the three months ended September 30, carried over into our results of operations for the nine months ended September 30. Revenues decreased $9,714 or 74% to $3,401 for the nine months ended September 30, 2008 from $13,115
reported for the nine months ended September 30, 2007. Our cost of revenue for the nine months ended September 30, 2008 was $774, an 89% decrease from $6,892 for the nine months ended September 30, 2007. Likewise, our gross profit
decreased 58% from $6,223 for the nine months ended September 30, 2007, to $2,627 for the nine months ended September 30, 2008.



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General and administrative expenses for the nine months ended September 30, 2008 were $58,248, a 47%
decrease from $110,822 for the nine months ended September 30, 2007. The higher costs in 2007 were attributed to professional fees incurred for legal and accounting expenses in connection with the preparation of our Form 10 registration
statement in 2007.

Liquidity and Capital Resources

As of September 30, 2008, the Company had assets equal to $12,519, comprised primarily of inventory ($7,054), cash ($2,743) and accounts receivable ($2,222). This compares with assets of $18,718, comprised
primarily of inventory ($7,828), cash ($8,458) and accounts receivable ($2,432) as of December 31, 2007. The Companys current liabilities as of September 30, 2008 totaled $53,552, comprised of accounts payable and accrued expenses of
$27,867 and monies due on loans from Mrs. Gostfrand, in the amount of $25,685. This compares to the Companys current liabilities as of December 31, 2007 of $7,408, comprised of accounts payable and accrued expenses of $4,223 and
monies due on loans from Mrs. Gostfrand in the amount of $3,185. Since the date of our Annual Report on Form 10-K for the period ended December 31, 2007, Ms. Gostfrand has loaned the Company an additional $8,500 (during the first
quarter of 2008), $12,000 (during the second quarter) and $2,000 (during the third quarter) for working capital. The loans by Ms. Gostfrand are non-interest bearing and due on demand. In lieu of a stated interest rate, the Company imputes
interest at 8% based on the average loan balance which has resulted in interest expense of $1,221 for the nine months ended September 30, 2008 as compared to $0 reported interest expense for the nine months ended September 30, 2007.

The following is a summary of the Companys cash flows provided by (used in) operating, investing, and financing activities for the
nine months ended September 30, 2008, the nine months ended September 30, 2007 and for the cumulative period from December 31, 2007:



|                                                     |  |                                  |         |   |                                  |   |         |                                                                |  |   |         |  
|---------------------------------------------------- |  | -------------------------------- | ------- | - | -------------------------------- | - | ------- | -------------------------------------------------------------- |  | - | ------- | -
|                                                     |  | NineMonthsEndedSeptember 30,2008 |         |   | NineMonthsEndedSeptember 30,2007 |   |         | CumulativePeriod frominception(March 2004)to September 30,2008 | 
|Net Cash From/(Used in) Operating Activities         |  | $                                | (28,215 | ) |                                  | $ | (38,561 | )                                                              |  | $ | (22,942 | )
|Net Cash Provided by (Used in) Investing Activities  |  |                                  |        |   |                                  |   |        |                                                                |  |   |        |  
|Net Cash Provided by (Used in) Financing Activities  |  | $                                | 22,500  |   |                                  | $ | 47,500  |                                                                |  | $ | 25,685  |  
|Net Increase/(Decrease) in Cash and Cash Equivalents |  | $                                | (5,715  | ) |                                  | $ | 8,939   | *                                                              |  | $ | 2,743   |  

Cash used in operations decreased 27% from $38,561 during the nine months ended September 30,
2007 to $28,215 during the nine months ended September 30, 2008 as a result of ongoing net losses. We recognized a 579% increase to $23,643 in accounts payable and accrued liabilities for the period ended September 30, 2008 as compared to
a $(4,972) for the period ended September 30, 2007 and a 356% increase to $774 in inventory as compared to $(302) for the nine months ended September 30, 2007. We issued no stock issued for services during the current period.



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Net cash provided in financing activities for the period ended September 30, 2008 consisted solely
of Mrs. Gostfrands loans to the Company whereas net cash provided in financing activities for the nine months ended September 30, 2007 consisted solely of proceeds from our private placement in 2007.

We reported a net loss of $(56,842) for the nine months ended September 30, 2008 as compared to $104,599) for the nine months ended
September 30, 2007 and $(109,666) for the year ended December 31, 2007, our first reported losses since inception. Since inception in 2004, we have funded capital requirements through operations, proceeds from a private placement in 2007,
and loans from our founder, Stella Gostfrand. We expect our fixed expenses to remain at current levels which we anticipate funding from operations. We believe that our current cash, cash equivalents and cash flow from operations will be sufficient
to fund anticipated levels of operations for the remaining months of 2008. While we do not anticipate needing additional cash to being production of a new product line of leather bracelets and eyeglass chains, we may require additional cash
resources to expand our product line with the introduction of a casual line of clothing, or due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue.

Off Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

For a
discussion of our critical accounting estimates and policies, see Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31,
2007. Our critical accounting policies have not changed materially since December 31, 2007.

New Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized in the notes to our financial
statements and below:

Business Combinations

In December, 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141 (revised 2007), Business Combinations (hereinafter SFAS
No. 141 (revised 2007)). This statement establishes principles and requirements for how an acquirer a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree, b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the
nature and financial effects of the business combination. The scope of SFAS No. 141 (revised 2007) is broader than the scope of SFAS No. 141, which it replaces. The effective date of SFAS No. 141 (revised 2007) is for all acquisitions
in which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement has no immediate material effect on the Companys financial condition
or results of operations.



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Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB 51

In December, 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an
amendment of ARB No. 51 (hereinafter SFAS No. 160). This statement establishes accounting and reporting standards that require a) the ownership interests in subsidiaries held by parties other than the parent be clearly
identified, labeled and presented in the consolidated statement of financial position with equity, but separate from the parents equity, b) the amount of consolidated net income attributable to the parent and to the noncontrolling interest be
clearly identified and presented on the face of the consolidated statement of income, c) changes in a parents ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, d)
when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value and e) entities provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the noncontrolling owners. The effective date of this standard is for fiscal years and interim periods beginning on or after December 15, 2008. The adoption of this statement is not expected to have
an immediate material effect on the Companys financial condition or results of operations.

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 FASB Statement No. 133, (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required
to adopt SFAS 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Companys financial statements.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP FAS 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 FASB 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 142 and the period of the expected cash flows used to measure the fair value
of the asset under FASB 141 (revised 2007) Business Combinations and other U.S. generally accepted accounting principles. The Company is currently evaluating the potential impact of FSP FAS 142-3 on its financial statements.



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|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.
|-------- | ------------------------

Stella Gostfrand, our
sole officer and director, is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of
our financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable
detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that receipts and expenditures of company assets are made in
accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on
a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Mrs. Gostfrand has evaluated the effectiveness 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), for the nine months ending September 30, 2008. Based upon her evaluation, she concluded that the Companys disclosure controls and procedures are currently effective to ensure that information
required to be disclosed by Must Haves in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. As we develop new business or if
we engage or hire a chief financial officer or similar financial expert, we will review our disclosure controls and procedures and make sure that they remain adequate.

This Report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation
by the companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only managements report in this quarterly Report.

There were no changes in the Companys internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the
nine months ended September 30, 2008, that have 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.



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

There have been no material changes
during the nine months ended September 30, 2008 in our risk factors as set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007.



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

None.



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

None.



|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: October 28, 2008 |  |  |  | MUST HAVES, INC.                                           
|                       |  | 
|                       |  |  |  | /s/ Stella Gostfrand                                       
|                       |  |  |  | Principal Executive Officer and Principal Financial Officer



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