##### Table of Contents





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: March 31, 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 May 20, 2009, there were outstanding 4,975,000 shares of common stock.









---

##### 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. |  | 9 
|ITEM 3.                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.                            |  | 10
|ITEM 4T.                      |  | CONTROLS AND PROCEDURES.                                                               |  | 10
|                              | 
|PART IIOTHER INFORMATION     |  | 11                                                                                    
|                              |  |                                                                                       
|ITEM 1.                       |  | LEGAL PROCEEDINGS.                                                                     |  | 11
|ITEM 1A.                      |  | RISK FACTORS.                                                                          |  | 11
|ITEM 2.                       |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.                           |  | 11
|ITEM 3.                       |  | DEFAULTS UPON SENIOR SECURITIES.                                                       |  | 11
|ITEM 4.                       |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                   |  | 11
|ITEM 5.                       |  | OTHER INFORMATION.                                                                     |  | 11
|ITEM 6.                       |  | EXHIBITS.                                                                              |  | 11



2



---

##### Table of Contents

PART I FINANCIAL INFORMATION



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

MUST HAVES, INC.

BALANCE SHEETS



|                                                                                                                                |  |               |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                |  | March 31,2009 |          |   | December 31,2008 |  
|                                                                                                                                |  | (Unaudited)   |          |   | (Audited)        |  
|ASSETS                                                                                                                          |  |               |          |   |                  |   |          |  
|                                                                                                                                |  |              
|Current Assets                                                                                                                  |  |               |          |   |                  |   |          |  
|Cash                                                                                                                            |  | $             | 493      |   |                  | $ | 272      |  
|Accounts receivable, net                                                                                                        |  |               | 1,692    |   |                  |   | 2,000    |  
|Inventory, net                                                                                                                  |  |               | 6,942    |   |                  |   | 6,942    |  
|Other current assets                                                                                                            |  |               | 500      |   |                  |   | 500      |  
|                                                                                                                                |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                            |  |               | 9,627    |   |                  |   | 9,714    |  
|                                                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                                                |  |              
|TOTAL ASSETS                                                                                                                    |  | $             | 9,627    |   |                  | $ | 9,714    |  
|                                                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                                                |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                            |  |               |          |   |                  |   |          |  
|                                                                                                                                |  |              
|Current Liabilities                                                                                                             |  |               |          |   |                  |   |          |  
|Accounts payable and accrued expenses                                                                                           |  | $             | 15,664   |   |                  | $ | 14,581   |  
|Stockholders loan                                                                                                              |  |               | 29,185   |   |                  |   | 29,185   |  
|                                                                                                                                |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                       |  |               | 44,849   |   |                  |   | 43,766   |  
|                                                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                                                |  |              
|Stockholders deficit                                                                                                           |  |               |          |   |                  |   |          |  
|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 and Additional paid in
capital |  |               | 150,200  |   |                  |   | 148,700  |  
|Accumulated deficit                                                                                                             |  |               | (185,422 | ) |                  |   | (182,752 | )
|                                                                                                                                |  |               |          |   |                  |   |          |  
|Total Stockholders Deficit                                                                                                     |  |               | (35,222  | ) |                  |   | (34,052  | )
|                                                                                                                                |  |               |          |   |                  |   |          |  
|                                                                                                                                |  |              
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                     |  | $             | 9,627    |   |                  | $ | 9,714    |  
|                                                                                                                                |  |               |          |   |                  |   |          |  

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



3



---

##### Table of Contents

MUST HAVES, INC.

STATEMENTS OF OPERATIONS



|                                                        |  |                                     |           |   |      |   |           |  
|------------------------------------------------------- |  | ----------------------------------- | --------- | - | ---- | - | --------- | -
|                                                        |  | For the three months endedMarch 31, |          
|                                                        |  | 2009                                |           |   | 2008 |  
|REVENUE                                                 |  | $                                   | 130       |   |      | $ | 610       |  
|                                                        |  |                                    
|COST OF REVENUE                                         |  |                                     |          |   |      |   | 357       |  
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|GROSS PROFIT                                            |  |                                     | 130       |   |      |   | 253       |  
|                                                        |  |                                    
|General and administrative expense                      |  |                                     | 2,217     |   |      |   | 30,935    |  
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|Loss from operations before interest expense            |  |                                     | (2,087    | ) |      |   | (30,682   | )
|                                                        |  |                                    
|Interest expense                                        |  |                                     | 584       |   |      |   | 180       |  
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|Loss before taxes                                       |  |                                     | (2,671    | ) |      |   | (30,862   | )
|                                                        |  |                                    
|Provision (benefit) from income taxes                   |  |                                     |          |   |      |   |          |  
|                                                        |  |                                     |           |   |      |   |           |  
|Net Loss                                                |  | $                                   | (2,671    | ) |      | $ | (30,862   | )
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|Weighted average shares outstanding - basic and diluted |  |                                     | 4,975,000 |   |      |   | 4,975,000 |  
|                                                        |  |                                     |           |   |      |   |           |  
|                                                        |  |                                    
|Earnings per share - basic and diluted                  |  | $                                   | (0.00     | ) |      | $ | (0.01     | )
|                                                        |  |                                     |           |   |      |   |           |  

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



4



---

##### Table of Contents

MUST HAVES, INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31,



|                                                                              |  |      |        |   |      |   |         |  
|----------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | -
|                                                                              |  | 2009 |        |   | 2008 |  
|Cash Flows from Operating Activities:                                         |  |      |        |   |      |   |         |  
|Net (loss)                                                                    |  | $    | (2,671 | ) |      | $ | (30,862 | )
|Adjustments to reconcile net (loss) to net cash used in operating activities: |  |      |        |   |      |   |         |  
|Capital contribution from stockholder                                         |  |      | 1,500  |   |      |   | 1,500   |  
|Changes in operating assets and liabilities                                   |  |      |        |   |      |   |         |  
|Accounts receivable                                                           |  |      | 308    |   |      |   | (510    | )
|Inventory                                                                     |  |      |       |   |      |   | 357     |  
|Accounts payable and accrued liabilities                                      |  |      | 1,084  |   |      |   | 15,003  |  
|Other current assets                                                          |  |      |       |   |      |   | (500    | )
|                                                                              |  |      |        |   |      |   |         |  
|Net cash provided by (used in) operating activities                           |  |      | 221    |   |      |   | (15,012 | )
|                                                                              |  |     
|Cash Flows from Financing Activities:                                         |  |      |        |   |      |   |         |  
|Loan from stockholder                                                         |  |      |       |   |      |   | 8,500   |  
|Proceeds from sale of stock                                                   |  |      |       |   |      |   |        |  
|                                                                              |  |      |        |   |      |   |         |  
|Net cash provided by financing activities                                     |  |      |       |   |      |   | 8,500   |  
|                                                                              |  |      |        |   |      |   |         |  
|                                                                              |  |     
|Net increase (decrease) increase in cash                                      |  |      | 221    |   |      |   | (6,512  | )
|                                                                              |  |     
|Cash - beginning of year                                                      |  |      | 272    |   |      |   | 8,498   |  
|                                                                              |  |      |        |   |      |   |         |  
|                                                                              |  |     
|Cash - end of the period                                                      |  | $    | 493    |   |      | $ | 1,986   |  
|                                                                              |  |      |        |   |      |   |         |  
|                                                                              |  |     
|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.



5



---

##### Table of Contents

Notes to Unaudited Financial Statements for the Three Months Ended March 31, 2009 and March 31, 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 $2,671 for the three months ended March 31, 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 March 31, 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.



6



---

##### Table of Contents

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 March 31, 2009, 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 March 31, 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
March 31, 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.



7



---

##### Table of Contents

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 March 31, 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.

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 March 31, 2009 was $29,185. 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 March 31, 2009.



8



---

##### Table of Contents

|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 March 31, 2009 and March 31, 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 March 31, 2009 and
2008

Revenues for the period ended March 31, 2009 were $130, a 79% decrease from $610 for the period ended March 31, 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 period ended March 31, 2009 was $0, compared to $357 for the period ended March 31, 2008 and our gross profit, likewise, decreased 49% from $253 for the period ended
March 31, 2008, to $130 for the period ended March 31, 2009.

General and administrative expenses for the period ended
March 31, 2009 were $2,217 or a 93% decrease from $30,935 for the period ended March 31, 2008.



9



---

##### Table of Contents

Financial Condition, Liquidity, and Capital Resources for the Period Ended March 31, 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 $29,185. As of March 31, 2009, we had a cash balance of $493 a 75% decrease compared to our cash balance of $1,986 as of March 31, 2008.

Net cash provided by operating activities was $221 for the period ended March 31, 2009 as compared to $(15,012) for the period ended March 31, 2008.

Net cash used in financing activities was $0 for the period ended March 31, 2009 as compared to $8,500 for the year ended March 31, 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 Exchange Act. Based upon that evaluation, our sole officer concluded
that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings as of March 31, 2009.

Evaluation of Disclosure Controls and Procedures

We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, (the Exchange Act), is recorded, processed,
summarized and reported 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,



10



---

##### Table of Contents

to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and sole officer necessarily was required to apply her judgment in
evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Controls

During the quarter ended March 31, 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 March 31, 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.



|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                                                               



11



---

##### Table of Contents

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: May 20, 2009 |  | MUST HAVES, INC.                                           
|                   | 
|                   |  | /s/ Stella Gostfrand                                       
|                   |  | Principal Executive Officer and Principal Financial Officer



12