As Seen On TV, Inc. - FORM S-1

Attached files

file	filename
EX-4.4 - WARRANTS - As Seen On TV, Inc.	hhi_ex4z4.htm
EX-10.6 - SUBSCRIPTION AGREEMENT - As Seen On TV, Inc.	hhi_ex10z6.htm
EX-23.1 - CONSENT - As Seen On TV, Inc.	hhi_ex23z1.htm
EX-21.1 - LIST OF SUBSIDIARIES - As Seen On TV, Inc.	hhi_ex21z1.htm
EX-10.7 - SUBSCRIPTION AGREEMENT - As Seen On TV, Inc.	hhi_ex10z7.htm

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 2010

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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H&H IMPORTS, INC.

(Exact name of issuer as specified in its charter)


Florida	5900	80-149096
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

14044 Icot Boulevard

Clearwater, Florida 33760

(727) 288-2738

(Address and telephone number of principal executive offices)

14044 Icot Boulevard

Clearwater, Florida 33760

(727) 288-2738

(Address of principal place of business or intended

principal place of business)

Steve Rogai, Chief Executive Officer

14044 Icot Boulevard

Clearwater, Florida 33760

(727) 288-2738

(727) 330-7843 (fax)

(Name, address and telephone number of agent for service)

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Copies to:

Brian Pearlman, Esq.

Quintairos, Prieto, Wood & Boyer, P.A.

One East Broward Blvd., Suite 1400

Fort Lauderdale, Florida 33301

(954) 523-7008

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: From time to time after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

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


Large accelerated filer	¨	Accelerated Filer	¨
Non-accelerated filer	¨	Smaller reporting company	þ

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit ¹	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	59,364,845 ³	$0.17	$10,092,023.65	$ 719.56
Common Stock ²	40,050,000 ⁴	$0.15	$ 6,808,500.00	$ 485.45
Common Stock ²	39,850,000 ⁵	$0.25	$ 9,962,500.00	$ 710.33
Common Stock ²	39,850,000 ⁶	$0.50	$19,925,000.00	$1,420.65
Total Registration Fee				$3,335.99

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^1.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c) under the Securities Act of 1933 on the basis of the average of the bid and asked price of our common stock on the OTC Bulletin Board on November 16, 2010, a date within five trading days prior to the date of the filing of this registration statement.

^2.

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(g). Shares issuable upon the exercise of warrants.

^3.

Includes 56,764,845 shares of common stock presently outstanding and 2,600,000 shares of common stock underlying the Placement Agent Option.

^4.

Includes 37,250,000 shares of common stock underlying warrants granted to investors pursuant to our 2010 Private Placement and October 2010 Private Placement, 200,000 of common stock underlying warrants granted to a placement agent pursuant to our October 2010 Private Placement, and 2,600,000 shares of common stock underlying the Placement Agent Option granted to a placement agent pursuant to our 2010 Private Placement.

^5.

Includes 37,250,000 shares of common stock underlying warrants granted to investors pursuant to our 2010 Private Placement and October 2010 Private Placement, and 2,600,000 shares of common stock underlying the Placement Agent Option granted to a placement agent pursuant to our 2010 Private Placement.

^6.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, NOVEMBER 23, 2010

H&H IMPORTS, INC.

179,114,845 Shares of Common Stock

This prospectus relates to periodic offers and sales of 179,114,845 shares of common stock by the selling security holders which includes:

–

up to 56,764,845 shares of common stock presently issued and outstanding;

–

up to 37,450,000 shares of common stock issuable upon the possible exercise of our Series A Warrants (inclusive of 200,000 Series A Warrants granted to a placement agent);

up to 37,250,000 shares of common stock issuable upon the possible exercise of our Series B Warrants;

–

up to 37,250,000 shares of common stock issuable upon the possible exercise of our Series C Warrants; and

–

up to 10,400,000 shares of common stock issuable upon the possible exercise of our Placement Agent Option.

We will not receive any of the proceeds from the sale of common stock covered under this prospectus. To the extent the warrants are exercised on a cash basis, we will receive proceeds of the exercise price. We intend to use such proceeds for working capital and other general corporate purposes. The shares of common stock are being offered for sale by the selling security holders at prices established on the OTC Bulletin Board during the term of this offering. These prices will fluctuate based on the demand for the shares of common stock.

The selling security holders may sell their shares of common stock in the public market based on the market price at the time of sale or at negotiated prices or in transactions that are not in the public market. The selling security holders may also sell their shares of common stock in transactions that are not in the public market in the manner set forth under “Plan of Distribution” on page 38 of this prospectus.

Our common stock is quoted on the OTC Bulletin Board under the symbol “HNHI”. On November __, 2010 the last reported sale price for our common stock was $0.XX per share.

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Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus to read about the risks of investing in our common stock.

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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

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The date of this prospectus is November ____, 2010

H&H IMPORTS, INC.

TABLE OF CONTENTS

Page

PROSPECTUS SUMMARY

SUMMARY OF THE OFFERING

TERMS OF THE OFFERING WITH THE SELLING SECURITY HOLDERS

SUMMARY FINANCIAL DATA

RISK FACTORS

FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

MARKET FOR COMMON STOCK AND RELATED MATTERS

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

BUSINESS

DIVIDEND POLICY

REPORT TO SHAREHOLDERS

LEGAL PROCEEDINGS

MANAGEMENT

EXECUTIVE COMPENSATION

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DESCRIPTION OF SECURITIES

SELLING SECURITY HOLDERS

PLAN OF DISTRIBUTION

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

LEGAL MATTERS

EXPERTS

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO FINANCIAL STATEMENTS

F-1

ABOUT THIS PROSPECTUS

You should only rely on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

OTHER PERTINENT INFORMATION

We own and operate several websites, including www.TVGoodsinc.com, www.tvgoodsholding.com, www.inventorsbc.com. The information which appears on these websites is not part of this prospectus.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the “RISK FACTORS” section, the financial statements and the notes to the financial statements. As used throughout this prospectus, the terms “H&H Imports”, “Company”, “we”, “us”, or “our” refer to H&H Imports, Inc. and its subsidiaries.

Business Overview

We are a direct response marketing company. Our Company identifies, develops, and markets consumer products. Our strategy employs three primary channels: Direct Response Television (Infomercials), Television Shopping Networks and Retail Outlets. We seek to offer a turnkey solution enabling entrepreneurs to introduce products to the consumer market. Entrepreneurs can leverage our experience in functions such as product selection, marketing development, media buying and direct response television production. Inventors and entrepreneurs submit products or business concepts for our input and advice. We generate revenues from two primary sources (i) infomercial production fees, and (ii) sales of consumer products, for which we receive a share of net profits of consumer products sold. TV Goods was formed in October 2009 and as a result has a limited operating history. As of the date of this prospectus we have generated limited revenues.

Direct Response Marketing

We operate as a direct response marketing organization. The direct response marketing industry is a large, fragmented and competitive industry. Direct response incorporates various marketing formats including direct mail, telemarketing, television, radio, newspaper, magazines and others. Typically direct response television programs incorporate an infomercial in either short form (30 seconds to 5 minutes) or long form (28.5 minutes) direct response programs. The formats discuss and demonstrate products and provide a toll-free number or website for viewers to purchase. In general, management estimates the future prospects for growth in the direct response marketing industry are favorable. We believe the principal competitive factors include authenticity of information, unique content and distinctiveness and quality of product, brand recognition and price.

Organization

H&H Imports, Inc., a Florida corporation was organized in November 2006. On May 28, 2010 (the “Closing Date”), we closed a definitive merger agreement (the “Merger Agreement”) to acquire TV Goods Holding Corporation, a Florida corporation (“TV Goods”), organized in October 2009, pursuant to which TV Goods merged with TV Goods Acquisition, Inc., our wholly owned subsidiary. Under the terms of the Merger Agreement, the TV Goods shareholders received shares of H&H Imports common stock such that the TV Goods shareholders received approximately 98.8% of the total shares of H&H Imports issued and outstanding following the merger. Accordingly, the transaction was accorded reverse acquisition accounting treatment under the provision of FASB ASC 805-40 (“FAS-141R”), whereby TV Goods became the accounting acquirer (legal acquiree) and H&H Imports was treated as the accounting acquiree (legal acquirer). The historical financial records of TV Goods are those of the accounting acquirer adjusted to reflect the legal capital of the accounting acquiree.

TV Goods holds a wholly owned interest in the following subsidiaries:

–

TV Goods, Inc., a Florida corporation (“TVG”);

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Inventors Business Center, LLC, a Florida limited liability company (“IBC”);

There is currently a limited public market for our common stock which is quoted on the Over-the-Counter Bulletin Board under the symbol “HNHI”.

Risk Factors

Our ability to successfully operate our business and achieve our goals and strategies is subject to numerous risks as discussed more fully in the section titled “Risk Factors”, including for example:

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Lack of working capital required to develop our business;

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Our ability to continue as a going concern;

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Our limited operating history;

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Inability to attract viable consumer products;

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Inability to create successful direct response marketing campaigns;

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Inability to effectively compete in a diverse and competitive industry;

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Inability to effectively manage growth; and

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The possibility of losing key members of our senior management.

Any of the above risks could materially and adversely affect our business, financial position and results of operations. An investment in our common stock involves risks. You should read and consider the information set forth in “Risk Factors” and all other information set forth in this prospectus before investing in our common stock.

Corporate Information

Our executive offices are located at 14044 Icot Boulevard, Clearwater, Florida 33760; our telephone number is 727-288-2738.

SUMMARY OF THE OFFERING


Common stock outstanding before the offering:		210,018,595

Common stock offered by selling security holders		Up to 179,114,845 shares of common stock, including 111,950,000 shares underlying warrants, and 10,400,000 shares underlying the Placement Agent Option. The maximum number of shares of common stock to be sold by the selling security holders, 179,114,845 represents approximately 85% of our current outstanding common stock. The selling security holders will offer their shares at prevailing market prices or privately negotiated prices. Our common stock is currently quoted on the OTCBB under the symbol “HNHI”. On November __, 2010, the last sale price of our common stock was $0.__.

Common stock to be outstanding after the offering		Up to 332,368,595 shares based on 210,018,595 shares of common stock outstanding as of November 18, 2010, and the exercise of all outstanding warrants, and the issuance of securities underlying the Placement Agent Option.

Use of proceeds		We will use the proceeds from the exercise of the warrants for general corporate purposes, which may include, among other things, our working capital needs and other general corporate purposes, including sales and marketing expenditures. See “Use of Proceeds” on page 14.

Risk Factors		The purchase of our common stock involves a high degree of risk. You should carefully review and consider “Risk Factors” beginning on page 8. As with any investment, there are certain risks involved in this offering. All potential investors should consult their own tax, legal and investment advisors prior to making any decision regarding this offering. The purchase of the Shares is highly speculative and involves a high degree of risk, including, but not necessarily limited to, the “Risk Factors” described herein. Any person who cannot afford the loss of their entire investment should not purchase the Shares.

TERMS OF THE OFFERING WITH THE SELLING SECURITY HOLDERS

2010 Private Placement

From April 2010 through July 2010, we sold Units containing common stock and warrants raising gross proceeds of $2,600,000 (net proceeds of $2,267,814 after offering related costs of $332,186) to 64 accredited investors. We secured $2,495,000 prior to June 30, 2010 and $105,000 in July 2010. The selling price was $0.10 per Unit; each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one Series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. In connection with the offering, we issued 26,000,000 shares of common stock and warrants exercisable to purchase 78,000,000 shares of common stock. The warrants expire three years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. Other than the exercise price and call provisions of each series of Warrant, all other terms and conditions of the warrants are the same.

The Subscription Agreement for the 2010 Private Placement provides the Company will use its best reasonable efforts to cause a registration statement to become effective within 180 days of the termination of the offering. If a registration statement is not declared effective within 180 days of the termination of the offering, the Company shall make pro rata payments to each Holder, in an amount equal to 1.0% per month of the aggregate amount invested by such Holder up to a maximum of 6% of the aggregate amount invested by such Holder.

In connection with the 2010 Private Placement, we paid fees and commissions to Forge Financial Group, Inc., a broker-dealer and a member of FINRA, as placement agent, of $280,000. In addition, the Company granted Forge Financial Group, Inc. and its assignees a placement agent warrant to purchase up to a maximum amount of $260,000 worth of Units, (the “Placement Agent Option”). The underlying Series A, Series B and Series C warrants are substantially the same as the warrants issued under the 2010 Private Placement, but contain a cashless exercise provision.

October 2010 Private Placement

In October 2010, we sold Units containing common stock and warrants raising gross proceeds of $1,125,000 to 6 accredited investors. The selling price was $0.10 per Unit; each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one Series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. In connection with the offering, we issued 11,250,000 shares of common stock and warrants exercisable to purchase 33,750,000 shares of common stock. The warrants expire three years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. In the event there is no effective registration covering these warrants, the holders will have a cashless exercise right. Other than the exercise price and call provisions of each series of warrant, all other terms and conditions of the warrants are the same.

In connection with the 2010 Private Placement, we granted Columbia Capital Securities, Inc., a broker-dealer and a member of FINRA, as placement agent, 200,000 Series A Warrants to purchase one share of common stock exercisable at $0.15 per share; expiring three years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions.

Senior Notes

From November 2009 through February 2010, we sold Senior Working Capital Notes bearing interest of 12% per annum maturing on December 31, 2010, including common stock (“Senior Notes”) to 12 accredited investors. Investors received four hundred fifty thousand (450,000) shares of common stock for each fifty thousand dollars ($50,000) invested. Furthermore the Senior Notes were convertible into common stock. In the aggregate we issued notes with a face value of $687,500, (net proceeds of $581,750 after related costs of $105,750) and 6,187,500 shares of common stock to 12 accredited investors. In May 2010, concurrent with our Merger Agreement, the Senior Notes were mandatorily converted into 10,307,345 shares of common stock.

The 37,250,000 shares of common stock issued pursuant to the 2010 Private Placement and October 2010 Private Placement, the 16,494,845 shares of common stock issued pursuant to the Senior Notes, the 111,950,000 shares underlying the warrants (“Warrant Shares”), and the 10,400,000 shares underlying the Placement Agent Option are sometimes collectively referred to in this prospectus as the “Shares”. The Shares are being offered for resale under this registration, and the selling security holders intend to sell, as soon as practicable following the effectiveness of this registration, the Shares in the public market.

The Company will receive up to $34,100,250, net of fees to a placement agent, in the event the warrants are exercised. The proceeds, if any, will be used for general working capital purposes.

Forward-Looking Statements

This prospectus contains forward-looking statements that address, among other things, our strategy to develop our business, projected capital expenditures, liquidity, and our development of additional revenue sources. The forward-looking statements are based on our current expectations and are subject to risks, uncertainties and assumptions. We base these forward-looking statements on information currently available to us, and we assume no obligation to update them. Our actual results may differ materially from the results anticipated in these forward-looking statements, due to various factors.

SUMMARY FINANCIAL DATA

In the table below, we provide you with historical summary consolidated financial information for the period from inception (October 16, 2009) through March 31, 2010, derived from our audited consolidated financial statements included elsewhere in this prospectus. We also provide below consolidated financial information for the six months ended September 30, 2010 derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected for any future period. When you read this historical summary consolidated financial information, you should also consider the historical financial statements and related notes, and the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements of Operations Data:


	Period From Inception (October 16, 2009) through March 31, 2010			Six Months Ended September 30, 2010
				(unaudited)
Revenues	$	363,489		$	457,231
Cost of Goods sold	$	350,523		$	581,274
Gross profit (loss)	$	12,966		$	(124,043	)
Total operating expenses	$	506,458		$	2,246,539
Net Loss	$	(917,825	)	$	(2,407,740	)
Net Loss per share – basic and fully diluted	$	(0.006	)	$	(0.01	)
Weighted average shares outstanding		155,554,235			188,466,341

Balance Sheet Data:


	As of March 31, 2010			As of September 30, 2010
				(unaudited)
Current assets	$	473,140		$	1,090,414
Total assets	$	502,825		$	1,162,714
Total liabilities	$	1,111,275		$	616,770
Working capital (deficit)	$	(638,135	)	$	473,644
Stockholders' Equity(deficit)	$	(608,450	)	$	545,944

CAPITALIZATION

The following tables set forth our capitalization as of September 30, 2010. The tables should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus.


Long-term debt	$	—
Current Liabilities		616,770
Shareholders' equity:
Common stock; $0.0001 par value; 400,000,000 shares authorized; 198,362,345 shares issued and outstanding		19,837
Additional paid-in capital		3,851,672
Deficit accumulated during development stage		(3,325,565	)
Total shareholders’ equity (deficit)		545,944

Total liabilities and shareholders’ equity	$	1,162,714

RISK FACTORS

You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Forward Looking Statements”. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected, the value of the Company common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

WE ARE A DEVELOPMENT STAGE COMPANY, AND MAY NEVER ACHIEVE OR SUSTAIN PROFITABILITY.

We are a development stage company and we may continue to incur losses as we attempt to develop and expand our operations and to market and sell our products. From inception through March 31, 2010 we have an accumulated deficit of $917,825 and for the six months ended September 30, 2010 has an accumulated deficit of $3,325,565. No assurance can be given that we will achieve or sustain profitability. As a result of our limited operating history and the nature of the market in which we compete, it is difficult to forecast revenues or earnings accurately. No assurance can be given that we will be successful in accomplishing our goals or that we will generate sufficient revenue to become profitable or to sustain profitability.

OUR INDEPENDENT AUDITORS HAVE RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TOCONTINUE AS A GOING CONCERN.

At September 30, 2010, we had a cash balance of approximately $198,000, working capital of approximately $474,000 and an accumulated deficit of approximately $3.3 million. This increase in both the cash balances and working capital, as compared to March 31, 2010, was due to the completion of a Private Placement in July 2010 with net proceeds to the Company of approximately, $2,268,000. However, since inception, we have continued to operate at a loss. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Due to our financial condition, the report of our independent registered public accounting firm on our March 31, 2010 audited consolidated financial statements includes an explanatory paragraph indicating that these conditions raise substantial doubt about our ability to continue as a going concern. Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control. These factors include the rate of market acceptance of our products, competitive efforts, and general economic trends. Due to these factors, we cannot anticipate with any degree of certainty what our revenues will be in future periods. You have limited historical financial data and operating results with which to evaluate our business and our prospects. As a result, you should consider our prospects in light of the early stage of our business in a new and rapidly evolving market.

OUR OPERATIONS ARE SUBJECT TO THE GENERAL RISKS OF THE DIRECT RESPONSE TELEVISION INDUSTRY.

Our operations could be impacted by both genuine and fictitious claims regarding products we market. Although primarily all of the consumer products we market are not our property, we could potentially suffer losses from a significant product liability judgment against it. A significant product liability judgment could also result in a loss of consumer confidence in our products and furthermore an actual or perceived loss of value of our brand, materially impacting consumer demand. Although TV Goods carries a limited amount of product liability insurance, the amount of liability from product liability claims may exceed the amount of any insurance proceeds received by TV Goods. We rely upon trademark, copyright and trade secret laws to protect its proprietary rights, which might not provide adequate protection.

WE RELY UPON TRADEMARK, COPYRIGHT AND TRADE SECRET LAWS TO PROTECT OUR PROPRIETARY RIGHTS, WHICH MIGHT NOT PROVIDE ADEQUATE PROTECTION.

Our success and ability to compete depends to a significant degree upon the protection of intellectual property rights, including without limitation our trademarks, trade names and trade secrets. We have applied for trademark protection on “TVGoods”, “Kevin Harrington” and “Napkin Millionaire”. While we intend to jointly hold intellectual property rights on products we develop with third parties, we may not be successful in protecting intellectual property rights. We rely on trademark, copyright and trade secret laws, each of which affords only limited protection. To date we have not received any trademark protection. Our inability to protect intellectual property rights could seriously harm business, operating results and financial condition.

LITIGATION COULD BECOME NECESSARY IN THE FUTURE TO ENFORCE INTELLECTUAL PROPERTY RIGHTS.

Any litigation could be time consuming and expensive to prosecute or resolve, result in substantial diversion of management attention and resources, and materially harm our business, financial condition and results of operations.

CLAIMS THAT TV GOODS INFRINGES UPON THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS COULD BE COSTLY TO DEFEND OR SETTLE.

From time to time, we may encounter disputes over rights and obligations concerning intellectual property. Such claims may be with or without merit. Any litigation to defend against claims of infringement or invalidity could result in substantial costs and diversion of resources. Furthermore, a party making such a claim could secure a judgment awarding substantial damages. A judgment could also include an injunction or other court order that could prevent us from selling products. Our business, operating results and financial condition would be harmed if any of these events occurred.

We could incur substantial costs in our defense against infringement claims. In the event of a claim of infringement, we might be required to obtain one or more licenses from third parties. We might be unable to obtain necessary licenses from third parties at a reasonable cost, if at all. Defense of any lawsuit or failure to obtain any such required licenses could harm our business, operating results and financial condition.

WE DEPEND ON THE SERVICES OF OUR CHAIRMAN.

Our success largely depends on the efforts, reputation and abilities of Kevin Harrington. TV Goods was established by Kevin Harrington to leverage the exposure from his appearance as an investor on the ABC reality television series, the Shark Tank. The loss of the services of Mr. Harrington could materially harm our business. In addition, we do not maintain key-man life insurance policy on Mr. Harrington.

FAILURE TO RETAIN AND ATTRACT QUALIFIED PERSONNEL COULD HARM OUR BUSINESS.

Aside from Mr. Harrington, our success depends on our ability to attract, train and retain qualified personnel. Competition for qualified personnel is intense and we may not be able to hire sufficient personnel to support the anticipated growth of our business. If we fail to attract and retain qualified personnel, TV Goods’ business will suffer. Additionally, companies whose employees accept positions with competitors often claim that such competitors have engaged in unfair hiring practices. We may receive such claims in the future as we seek to hire qualified employees. We could incur substantial costs in defending against any such claims.

WE MAY HAVE DIFFICULTY MANAGING ANY FUTURE GROWTH.

The implementation of our business objectives, we may need to grow rapidly; brisk growth would lead to increased responsibility for both existing and new management personnel. In an effort to manage such growth, we must maintain and enhance our financial and accounting systems and controls, hire and integrate new personnel and manage expanded operations. Despite systems and controls, growth is expected to place a significant strain on our management systems and resources. We will need to continue to improve our operational, managerial and financial controls, reporting systems and procedures, and will need to continue to expand, train and manage our work force. Failure to manage our future growth would have a material adverse effect on the quality of our operations, ability to retain customers and key personnel and operating results and financial condition.

WE MAY NOT BE SUCCESSFUL IN FINDING OR DEVELOPING AND MARKETING NEW PRODUCTS.

Our business operations and financial performance depends on the ability to attract and develop new products on a consistent basis. In the direct marketing industry, the average product life cycle varies from six months to four years, based on numerous factors, including competition, product features, distribution channels utilized, cost of goods sold and effectiveness of advertising. Less successful products have shorter life cycles. The majority of products are submitted by inventors. The competition for our services is intense. There can be no assurance that we will be successful in developing or acquiring rights to quality products. We select new products based upon management’s expertise and limited market studies. As a result, we need to develop or acquire the rights to quality products with sufficient margins and consumer appeal to justify the development costs. There can be no assurance that chosen products will generate sufficient revenues to justify the acquisition and development costs.

OUR FINANCIAL PERFORMANCE IS DEPENDENT ON THE DISPROPORTIONATE SUCCESS OF A SMALL GROUP OF PRODUCTS.

Our business and results of operations are dependent on the disproportionate success of a small group of products. It is likely that the majority of the products we develop may fail to generate sufficient revenues. Furthermore it is likely we will develop more products which fail to generate significant revenues as opposed to products which generate significant revenues. Our sales and profitability will be adversely affected if we are unable to develop a sufficient number of successful products.

OUR FINANCIAL PERFORMANCE MAY BE HARMED IF UNFAVORABLE ECONOMIC CONDITIONS ADVERSELY AFFECT CONSUMER SPENDING.

Our success depends to a significant extent upon a number of factors relating to discretionary consumer spending, including economic conditions affecting disposable consumer income such as employment, business conditions, taxation and interest rates. Other events that adversely affect the economy may diminish consumer spending. There can be no assurance that consumer spending will not be affected by adverse economic conditions, thereby adversely affecting our business, financial condition and results of operations.

WE FACE COMPETITION FROM MANY OTHER TYPES OF COMPANIES FOR CUSTOMERS.

We face significant competition within each merchandise category. The markets for our merchandise are highly competitive, and the recent growth in these markets has encouraged the entry of many new competitors as well as increased competition from established companies. There are no significant barriers to entry in the direct marketing industry. Our competitors include large and small retailers, other direct marketing companies, including some with direct response television programs. Furthermore, established brick-and-mortar retail competitors have recently made efforts to sell products through direct response marketing methods. Many of these competitors are larger and have significantly greater financial, marketing and other resources. Increased direct response marketing programs may adversely affect response rates to our direct response television marketing efforts, which would directly affect margins. Our failure to compete successfully would materially and adversely affect our financial condition and results of operations.

WE MAY NOT BE ABLE TO RESPOND IN A TIMELY AND COST EFFECTIVE MANNER TO CHANGES IN CONSUMER PREFERENCES.

Our merchandise is subject to changing consumer preferences. A shift in consumer preferences away from the merchandise we offer could have a material adverse effect on our financial condition and results of our operations. Our future success depends in part on our ability to anticipate and respond to changes in consumer preferences and there can be no assurance that we will respond in a timely or effective manner. Failure to anticipate and respond to changing consumer preferences could lead to, among other things, lower sales of products, significant markdowns or write-offs of inventory, increased merchandise returns and lower margins, which would have a material adverse effect on our financial condition and results of operations.

OUR BUSINESS WOULD BE HARMED IF OUR THIRD PARTY MANUFACTURERS AND SERVICE PROVIDERS ARE UNABLE TO DELIVER PRODUCTS OR PROVIDE SERVICES IN A TIMELY AND COST EFFECTIVE MANNER.

We do not have any long term contracts with manufacturers, supplies or other service providers. We do not manufacture products we develop. In addition, we utilize third party companies to fulfill consumer orders and provide telemarketing services. If our chosen suppliers are unable, either temporarily or permanently, to deliver products or provide services in a timely and cost effective manner, it could have an adverse effect on our financial condition and results of operations.

DISRUPTION IN OUR ABILITY TO FULFILL ORDERS WOULD HARM OUR FINANCIAL PERFORMANCE.

Our ability to provide effective customer service and efficiently fulfill orders for merchandise depends, to a large degree, on the efficient and uninterrupted operation of the manufacturing and related call centers, distribution centers, and management information systems run by third parties. Furthermore we are dependent on the timely performance of other third party shipping companies. Any material disruption or slowdown in manufacturing, order processing or fulfillment systems resulting from strikes or labor disputes, telephone down times, electrical outages,

mechanical problems, human error or accidents, fire, natural disasters, adverse weather conditions or comparable events could cause delays in our ability to receive and fulfill orders and may cause orders to be lost or to be shipped or delivered late. As a result, these disruptions could adversely affect our financial condition or results of operations.

WE MAY EXPERIENCE MERCHANDISE RETURNS OR WARRANTY CLAIMS IN EXCESS OF OUR EXPECTATIONS.

Actual merchandise returns and warranty claims may exceed allowances. Any significant increase in merchandise returns or warranty claims would adversely affect our financial condition and results of operations.

INEFFECTIVE MEDIA PURCHASES MAY INHIBIT OUR ABILITY TO SELL PRODUCTS, BUILD CUSTOMER AWARENESS AND BRAND LOYALTY.

We purchase direct response television programming on cable and broadcast networks, network affiliates and local stations. Significant increases in the cost of media time or significant decreases in the available access to media could adversely affect our financial condition and results of operations.

OUR MANAGEMENT HAS LIMITED EXPERIENCE AS A REPORTING COMPANY.

Our management team may not successfully or efficiently manage our transition to a reporting company subject to significant regulatory oversight and reporting obligations under federal securities laws. In particular, these new obligations will require substantial attention from our executive officers and may divert their attention from the day-to-day management of our business, which would materially and adversely impact our business operations. We will seek to hire additional executive level employees with experience as a reporting company, however there can be no assurance that our current or future management team will be able to adequately respond to such increased legal, regulatory compliance, and reporting requirements. Our failure to do so could lead to penalties, loss of trading liquidity, and regulatory actions and further result in the deterioration of our business through the redirection of resources.

WE MAY NEED ADDITIONAL CAPITAL, WHICH, IF OBTAINED, COULD RESULT IN DILUTION OR SIGNIFICANT DEBT SERVICE OBLIGATIONS. WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL CAPITAL ON COMMERCIALLY REASONABLE TERMS, WHICH COULD ADVERSELY AFFECT OUR LIQUIDITY AND FINANCIAL POSITION.

We may require additional cash resources; and may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

Risks Related to this Offering

THERE MAY NOT BE SUFFICIENT LIQUIDITY IN THE MARKET FOR OUR SECURITIES IN ORDER FOR INVESTORS TO SELL THEIR SECURITIES.

There is currently only a limited public market for our common stock, which is quoted on the Over-the-Counter Bulletin Board (“OTCBB”) and there can be no assurance that a trading market will develop further or be maintained in the future.

THE SHARES ARE AN ILLIQUID INVESTMENT AND TRANSFERABILITY OF THE SHARES IS SUBJECT TO SIGNIFICANT RESTRICTION.

There is presently a limited market for our common stock and we cannot be certain that there will be sufficient liquidity to allow for sale or transferability of the Shares within the near future. Therefore, the purchase of the Shares must be considered a long-term investment acceptable only for prospective investors who are willing and can afford to accept and bear the substantial risk of the investment for an indefinite period of time. A prospective investor, therefore, may not be able to liquidate its investment, even in the event of an emergency, and Shares may not be acceptable as collateral for a loan.

OUR SHARES ARE SUBJECT TO THE U.S. “PENNY STOCK” RULES AND INVESTORS WHO PURCHASE OUR SHARES MAY HAVE DIFFICULTY RE-SELLING THEIR SHARES AS THE LIQUIDITY OF THE MARKET FOR OUR SHARES MAY BE ADVERSELY AFFECTED BY THE IMPACT OF THE “PENNY STOCK” RULES.

Our stock is subject to U.S. “Penny Stock” rules, which may make the stock more difficult to trade on the open market. Our common shares are currently traded on the OTCBB. A “penny stock” is generally defined by regulations of the SEC as an equity security with a market price of less than $5.00 per share, unless the security is listed for trading on certain exchanges and subject to certain exemptions.

If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in our common stock will be subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share.

SINCE OUR COMMON STOCK IS CURRENTLY DEEMED A PENNY STOCK, THIS MAY TEND TO REDUCE MARKET LIQUIDITY OF OUR COMMON STOCK, BECAUSE THEY LIMIT THE BROKER/DEALERS’ ABILITY TO TRADE, AND A PURCHASER’S ABILITY TO SELL, THE STOCK IN THE SECONDARY MARKET.

The low price of our common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders. The low price of our common stock also limits our ability to raise additional capital by issuing additional shares. There are several reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks. Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin. Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally, broker’s commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced stocks. As a result, the Company’s shareholders may pay transaction costs that are a higher percentage of their total share value than if our share price were substantially higher.

SHARES ELIGIBLE FOR SALE OR CONVERTIBLE INTO SHARES IN THE FUTURE COULD NEGATIVELY AFFECT OUR STOCK PRICE AND DILUTE SHAREHOLDERS.

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock or the perception that these sales could occur. This might also make it more difficult for us to raise funds through the issuance of securities. As of November 18, 2010, we had 210,018,595 issued and outstanding shares of common stock of which our officers and directors hold or control 127,980,000 shares of common stock, pursuant to Rule 13d-3 under the Exchange Act. We may also issue and/or register additional shares, options, or warrants in the future in connection with acquisitions, compensation or otherwise. We cannot predict what effect, if any, market sales of shares held by any stockholder or the availability of these shares for future sale will have on the market price of our common stock.

OUR MANAGEMENT AND PRINCIPAL SHAREHOLDERS IN THE AGGREGATE, OWN OR CONTROL APPROXIMATELY 60% OF OUR OUTSTANDING COMMON SHARES AND AS MAJORITY SHAREHOLDERS, ARE ABLE TO CONTROL VOTING ON ISSUES AND ACTIONS THAT MAY NOT BE BENEFICIAL OR DESIRED BY OTHER SHAREHOLDERS.

As of the date of this registration statement, our officers and directors own approximately 60% of the issued and outstanding common stock and as such could elect all directors, and dissolve, merge or sell our assets or otherwise direct our affairs. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control; impede a merger, consolidation, takeover or other business combination involving the Company, which, in turn, could depress the market price of our common stock.

THE EXERCISE OF THE WARRANTS AND OPTIONS COULD NEGATIVELY AFFECT THE MARKET PRICE FOR OUR COMMON STOCK.

In the event that a market for our common stock develops, to the extent that holders of the warrants and options exercise such convertible securities and then sell the underlying shares of common stock in the open market, our common stock price may decrease due to the additional shares in the market.

THE ISSUANCE OF PREFERRED STOCK COULD CHANGE CONTROL OF THE COMPANY.

Our articles of incorporation authorize the Board of Directors, without approval of the shareholders, to cause shares of preferred stock to be issued in one or more series, with the numbers of shares of each series to be determined by the Board of Directors. Our articles of incorporation further authorize the Board of Directors to fix and determine the powers, designations, preferences and relative, participating, optional or other rights (including, without limitation, voting powers, preferential rights to receive dividends or assets upon liquidation, rights of conversion or exchange into common stock or preferred stock of any series, redemption provisions and sinking fund provisions) between series and between the preferred stock or any series thereof and the common stock, and the qualifications, limitations or restrictions of such rights. In the event of issuance, preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change of control of our company. Although we have no present plans to issue additional series or shares of preferred stock, we can give no assurance that we will not do so in the future.

FORWARD-LOOKING STATEMENTS

Some of the statements contained in this registration statement that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates”, “projects”, “plans”, “believes”, “expects”, “anticipates”, “intends”, or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this prospectus, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

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our ability to attract and retain management;

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our growth strategies;

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anticipated trends in our business;

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our future results of operations;

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our ability to make or develop and maintain distribution arrangements;

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our liquidity and ability to finance our product development, marketing and advertising activities;

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the timing, cost and research for proposed products;

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estimates regarding future net revenues;

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planned capital expenditures (including the amount and nature thereof);

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our financial position, business strategy and other plans and objectives for future operations;

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the possibility that research and development or marketing of our products may involve unexpected costs; competition;

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the ability of our management team to execute its plans to meet its goals;

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general economic conditions, whether internationally, nationally or in the regional and local market areas in which we are doing business, that may be less favorable than expected; and

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other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our businesses, operations and pricing.

All written and oral forward-looking statements made in connection with this prospectus attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling security holders. We will not receive any proceeds from the sale of shares of common stock in this offering. We could receive up to $34,100,250 net of fees to a placement agent, in the event the Warrants are exercised. We will use the proceeds from the exercise of the warrants for general corporate purposes, which may include, among other things, our working capital needs and other general corporate purposes, including sales and marketing expenditures.

MARKET FOR COMMON STOCK AND RELATED MATTERS

Market Information

There is a limited public market for the shares of our common stock. Since our Merger Agreement, our stock has been thinly traded. There can be no assurance that a liquid market for our common stock will ever develop.

Transfer of our common stock may also be restricted under the securities or blue sky laws of various states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

Our common stock is quoted on the OTCBB under the symbol HNHI. Quotation commenced quarter ended December 31, 2009. The range of closing prices for our common stock, as reported on the OTCBB during each quarter since December 2009 was as follows. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.


Quarter Ended	High	Low
December 31, 2009	$ 0.50	$ 0.50
March 31, 2010	$ 0.50	$ 0.50
June 30, 2010	$ 0.51	$ 0.50
September 30, 2010	$ 0.35	$ 0.10

On November __, 2010, our common stock had a closing price of $ 0.____.

Holders

As of November 18, 2010, there were approximately 143 security holders of record of our common stock.

Transfer Agent and Registrant

Our transfer agent is Pacific Stock Transfer Company, located at 4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119. Their phone number is 702-361-3033.

Penny Stock Considerations

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules.

Dividend Policy

We have not declared any cash dividends on our common stock. Our Board of Directors will make any future decisions regarding dividends. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the near future. Our Board of Directors has complete discretion on whether to pay dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing in this registration statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this registration statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” in this registration statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

The Company was organized in November 2006 to purchase and sell wholesale women’s handbags and other leather products. Effective May 28, 2010 we completed an Agreement and Plan of Merger (the “Merger Agreement”) with TV Goods Holding Corporation, a Florida corporation (“TV Goods”) pursuant to which TV Goods merged with TV Goods Acquisition, Inc. (“Acquisition Sub”), a wholly owned subsidiary of H&H Imports, and continued the business of TV Goods. Under the terms of the Merger Agreement, the TV Goods shareholders received shares of H&H Imports common stock such that the TV Goods shareholders received approximately 98.8% of the total shares of H&H Imports issued and outstanding common stock following the merger. Accordingly, the transaction was accorded reverse acquisition accounting treatment under the provision of FASB ASC 805-40 (“FAS-141R”), whereby TV Goods became the accounting acquirer (legal acquiree) and H&H Imports was treated as the accounting acquiree (legal acquirer). The historical financial records of TV Goods are those of the accounting acquirer adjusted to reflect the legal capital of the accounting acquiree.

TV Goods commenced operations on October 16, 2009 and has operated as a development stage company since inception. Accordingly year over year analytical comparisons are not addressed. We are a direct response marketing company. We identify, develop, and market consumer products for global distribution. Our strategy employs three primary channels: Direct Response Television (Infomercials), Television Shopping Networks and Retail Outlets. Our organization seeks to offer a turnkey solution enabling entrepreneurs to introduce products to the consumer market. Entrepreneurs can leverage our experience in functions such as product selection, marketing development, media buying and direct response television production. We outsource non-core functions such as manufacturing, order processing and fulfillment to third party low cost providers.

Primarily all of our operations are conducted through TV Goods. TV Goods holds an interest in the following wholly owned subsidiaries:

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TV Goods, Inc., a Florida corporation (“TVG”); and

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Inventors Business Center, LLC, a Florida limited liability company (“IBC”).

Although we hold an interest in these various entities, primarily all of our operations are conducted through TVG. Furthermore due to the similar nature of the underlying business and the overlap of our operations, we view and manage these operations as one business, accordingly we do not report as segments.

Results of Operations

Results of Operations for the Three Months ended June 30, 2010 the and Six Months ended September 30, 2010

TV Goods was formed and commenced operations on October 16, 2009 as a development stage company. Revenues for the three months and six months ended September 30, 2010 totaled $292,933 and $457,231, respectively and consisted primarily of fees charged for the shooting and editing of infomercials for our clients. Cost of revenues, which totaled $271,989 and $581,274, respectively for the corresponding periods, represented costs incurred by the Company directly related to the infomercials developed. These costs included studio rentals, the hiring of on-screen talent and editing consulting services. Operating expenses consisted of general and administrative expenses were incurred primarily in our Clearwater Florida facilities.

During our first fiscal quarter 2011, the Company evaluated the goodwill recognized related to its merger transaction completed in May 2010, totaling $320,000. Following our evaluation, it was determined that goodwill was impaired and the entire balance was written off during the quarter.

Selling, general and administrative expenses totaled $1,356,951 and $1,926,539 for the three months and six months ended September 30, 2010. Included in these amounts are costs associated with the Company’s equity compensation plans and grants made in May, 2010. The costs of these grants are recognized over their respective vesting periods and totaled $280,503 and $369,753 for the three month and six month periods ended September 30, 2010, respectively. Due to the vesting schedule of the grants, with 50% vesting after the first six months, 25% vesting after one year and 25% vesting after 18 months of service, much of the cost being recognized by the Company is “front-loaded” relative to the total costs of the options granted.

Interest expense for the three month and six month periods ending September 30, 2010 totaled $2,710 and $65,806, respectively, and was primarily attributable to the Senior Working Capital Notes issued by the Company between November 2009 and February 2010. Included in the total interest expense figures was a component attributable to a provision of the Senior Working Capital Notes which required the payment of interest, in cash, through December 31, 2010, the maturity date, upon conversion of the Notes, regardless of the date the Notes were converted into common shares. Completion of the Company’s reverse merger transaction in May 2010 triggered mandatory conversion of the Notes.

Results of Operations for the Period from Inception (October 16, 2009) through March 31, 2010

We commenced operations on October 16, 2009; accordingly, the results of operations for the period ending March 31, 2010 represented substantially less than a full year of operations. Revenues for the period totaled $363,489 and consisted primarily of fees charged for the shooting and editing of infomercials for our clients. Cost of revenues, which totaled $350,523 during the period, represented costs incurred by TV Goods directly related to the development of infomercials. These costs included studio rentals, the hiring of on-screen talent and editing consulting services. Operating expenses consisted of general and administrative expenses incurred primarily in TV Goods facilities located in Clearwater, Florida.

Interest expense for the three months ended March 31, 2010 totaled $438,918 and was primarily attributable accrued interest, at 12% per annum through March 31, 2010 of $21,818; related deferred costs of $105,750 and the expensing of Senior Note related discounts of $309,375. The amount of deferred costs and notes discounts recognized as interest included an accelerated component due to the default status of the Senior Notes at March 31, 2010. The Senior Notes have been converted into shares of our common stock.

Liquidity and Capital Resources

These factors, among others, raise substantial doubt about our ability to continue as a going concern. Due to our financial condition, the report of our independent registered public accounting firm on our March 31, 2010 audited consolidated financial statements includes an explanatory paragraph indicating that these conditions raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated condensed financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.

We have commenced implementing, and will continue to implement, various measures to address our financial condition, including:

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Continuing to seek debt and equity financing, funding through strategic partnerships.

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Curtailing operations where feasible to conserve cash through deferring certain of our marketing activities until our cash flow improves and we can recommence these activities with appropriate funding.

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Investigating and pursuing transactions including mergers, and other business combinations and relationships deemed by the board of directors to present attractive opportunities to enhance stockholder value.

Related Party Transactions

Our Chief Executive Officer holds a 12% Convertible Promissory Note with a face value of $107,000 as of the date of this prospectus. The unsecured note matures May 25, 2011, and bears interest at 12% per annum, payable monthly, in cash. The note may be converted in full or in part at any time prior to maturity, at the option of the holder, at $0.075 per common share.

During the period ending March 31, 2010, we loaned approximately $141,000, including approximately $6,000 in accrued interest, to TV Goods.com, LLC, a company controlled by Tim Harrington, brother of our Chairman and Senior Executive Officer. The loans were made to fund certain projects believed to have potential mutual benefit. The loans are unsecured, bear interest at 12% per annum and are payable on demand. These amounts are an obligation of our Chairman, Kevin Harrington.

Recent Capital Raising Transactions

Senior Notes

2010 Private Placement

From April 2010 through July 2010, we sold Units containing common stock and warrants raising gross proceeds of $2,600,000 (net proceeds of $2,267,814 after offering related costs of $332,186), to 64 accredited investors. We secured $2,495,000 prior to June 30, 2010 and $105,000 in July 2010. The selling price was $0.10 per Unit; each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. In connection with the 2010 Private Placement we issued 26,000,000 shares of common stock and warrants exercisable to purchase 78,000,000 shares of common stock. The warrants expire three years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. Other than the exercise price and call provisions of each series of warrant, all other terms and conditions of the warrants are the same.

In connection with the 2010 Private Placement, we paid certain fees and commissions to Forge Financial Group, Inc., a broker-dealer and a member of FINRA, as placement agent, of approximately $280,000. In addition, the Company granted Forge Financial Group, Inc. and its assignees a placement agent warrant to purchase up to a maximum amount of $260,000 worth of Units, (the “Placement Agent Option”). The underlying Series A, Series B and Series C warrants are substantially the same as the warrants issued under the 2010 Private Placement, but contain a cashless exercise provision.

October 2010 Private Placement

From October through November 2010, we sold Units containing common stock and warrants raising gross proceeds of $1,125,000 to 6 accredited investors. The selling price was $0.10 per Unit; each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one Series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. In connection with the offering, we issued 11,250,000 shares of common stock and warrants exercisable to purchase 33,750,000 shares of common stock. The warrants expire three years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. Other than the exercise price and call provisions of each series of warrant, all other terms and conditions of the warrants are the same.

Off Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

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Any obligation under certain guarantee contracts;

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Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;

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Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in stockholder’s equity in our statement of financial position; and

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Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States. We are required to make estimated and judgments in preparing our financial statements that affect the reported amounts of our assets, liabilities, revenue and expenses. We base our estimates on our historical experience to the extent practicable and on various other assumptions that we believe are reasonable under the circumstances at the time they are made. If our assumptions prove to be inaccurate or if our future results are not consistent with our historical experience, we may be required to make adjustments in our policies that affect our reported results. Our most critical accounting policies and estimates include revenue recognition and share based compensation. We also have other key accounting policies that are less subjective and therefore, their application would not have a material impact on our reported results of operations. The following is a discussion of our most critical policies, as well as the estimated and judgments involved.

Revenue Recognition

We recognize revenue from product sales in accordance with FASB ASC 605 — Revenue Recognition. Following agreements or orders from customers, we ship product to our customers often through a third party facilitator. We generate revenues from two sources (i) infomercial production fees, and (ii) sales of consumer products. Revenues generated from production fees are recognized when the contracted services have been provided and accepted by the customer. Deposits, if any, on these services are recognized as deferred revenue until earned. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customers order is received by them and we receive acknowledgment of receipt by a third party shipper. As of September 30, 2010, we had recognized deferred production costs of $110,247 and deferred revenue of $197,187.

Share-Based Payments

In May 2010, the Board of Directors issued 12,000,000 options and 9,000,000 options, respectively, under its Executive Equity Incentive Plan and Non Executive Equity Incentive Plan. We recognized share-based compensation expense in connection with our share-based awards, net of an estimated forfeiture rate over the service period of the award. We utilized the Black-Scholes option pricing model to estimate the fair value of our stock options. Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free

interest rates. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future.

Recent Accounting Pronouncements

In May 2009, the FASB issued ASC 855-10, Subsequent Events (formerly FASB Statement No. 165, Subsequent Events). ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. In particular, ASC 855-10 sets forth:

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the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements;

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the circumstances under which we should recognize events or transactions occurring after the balance sheet date in our financial statements; and

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the disclosures that we should make about events or transactions that occur after the balance sheet date, but before the financial statements are issued or are available to be issued.

ASC 855-10 requires disclosure of the date through which an entity has evaluated subsequent events, as well as whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. We have adopted the provisions of ASC 855-10 which did not have a material impact on our consolidated financial position, results of operations or cash flows.

In July 2009, the FASB established the FASB Accounting Standards Codification (the “Codification” or “ASC”). The Codification is the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification has changed the manner in which U.S. GAAP guidance is referenced only and as such adoption did not have an impact on our consolidated financial position, results of operations or cash flows, but has changed the manner in which we reference U.S. GAAP.

In January 2010, the FASB issued ASU No. 2010-6, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This update requires new disclosures for fair value measurements and provides clarification for existing disclosures requirements. Certain of the disclosure requirements will be effective for us on April 1, 2011. As ASU No. 2010-6 only requires enhanced disclosures, the adoption of ASU No. 2010-6 did not have a material effect on our consolidated financial position, results of operations or cash flows and did not materially expand our financial statement footnote disclosures.

In April 2010, the FASB issued ASU No. 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades. ASU No. 2010-13 clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The provisions of ASU No. 2010-13 will be effective for us on April 1, 2011. Early adoption is permitted. Adoption of the provisions of ASU No. 2010-13 is not expected to have a material effect on our consolidated financial position, results of operations or cash flows.

BUSINESS

Business Overview

Prior to the Merger Agreement, we were a wholesale leather goods company. As a result of the Merger Agreement, we engage exclusively in the operations of TV Goods. We are a direct response marketing company. We identify, develop, and market consumer products. We employ three primary channels: Direct Response Television (Infomercials), Television Shopping Networks and Retail Outlets. TV Goods was formed in October 2009 and as a result has a limited operating history. As of the date of this prospectus TV Goods has generated limited revenues. We have identified several candidate products for development.

Primarily all of our operations are conducted through TV Goods. TV Goods holds a wholly owned interest in the following subsidiaries:

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TV Goods, Inc., a Florida corporation (“TVG”); and

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Inventors Business Center, LLC, a Florida limited liability company (“IBC”).

Revenue Generation

We generate revenues from two sources (i) infomercial production fees, and (ii) sales of consumer products.

We seek to offer a turnkey solution enabling inventors to develop, market, and sell consumer products. Entrepreneurs pay us fees seeking to leverage our experience in functions such as product selection, marketing development, media buying and direct response television production.

Inventors and entrepreneurs submit products or business concepts for our review. Once we identify a suitable product/concept we obtain global marketing and distribution rights. These marketing and distribution agreements stipulate profit sharing, typically based on net profitability. The net profit sharing arrangement is impacted by the projected investment necessary to introduce the product to market. Entrepreneurs pay fees for our input and advice. Furthermore entrepreneurs who contribute investment capital to market a product will retain a higher share of net profits. We encourage investors to contribute investment for marketing purposes as it reduces our risk. These agreements typically have a three year term with a mutual option to extend.

Product Development

Our solution provides resources to develop consumer products from initial concepts to global distribution. We solicit product submission through numerous sources including but not limited to inventors, product owners, design companies, manufacturers, advertising and media agencies, production houses, and trade shows. We employ internal methodology utilizing twelve selection criteria to evaluate product submissions. Each product is graded on our internal system, points are awarded for various factors including but not limited to product design, application, target market, retail price, competitive products, and proprietary nature of the product. The selection process includes market tests in which the potential market demand for a product is quantified on the basis of our performance in certain test markets. Upon acceptance we obtain exclusive marketing rights for both domestic and international marketing channels. At this point, we coordinate on product design, create an effective marketing campaign, obtain low-cost manufacturing and fulfillment services, and establish distribution channels.

Once we obtain marketing rights, we design a direct response marketing test campaign to gauge potential market demand. Under a test campaign an infomercial spot is placed on a limited basis on local cable outlets. Employing our internal standards we evaluate the spot for market viability. Upon a successful test we coordinate a comprehensive campaign geared to a national audience. In this manner we seek to allot resources to products which appeal to consumers, and limit resources devoted to products which are not viable.

We design, create and produce direct response marketing campaigns primarily in the form of infomercial programming. Our typical format is infomercial spots in the form of short form spots (30 seconds to 5 minutes), or long format (28.5 minutes). Direct response television marketing can create rapid customer awareness and brand loyalty. We seek to maintain a low cost structure, we perform product testing, marketing development, media

buying and direct response television production and we outsource functions such as manufacturing, order processing and fulfillment. This allows us to reduce our risk by controlling our variable costs.

Media exposure of a direct response television campaign can reduce barriers to gain access to retail outlets which can increase profitability for a consumer product. Viable consumer products possess customer awareness and brand loyalty. We seek to extend product lifecycles through other distribution channels such as home shopping channels and retail outlets. Thereafter we seek to penetrate retail outlets which include the internet, retail, catalog, radio and print.

Recent Developments

Professor Amos’ Wonder Products

In November 2010 we entered into a non binding Memorandum of Understanding with Omni Reliant Holdings, Inc. to purchase all rights and properties to a line of cleaning products currently marketed as Professor Amos’ Wonder Products Line. Under the terms of the proposed agreement, we will pay $250,000 in cash and shares of common stock with a fair value of approximately $250,000 to acquire these rights. In addition, the Company has agreed to reimburse the seller approximately $100,000 for existing inventory. Subject to certain conditions precedent, the Company anticipates entering into the definitive agreement and closing within fiscal 2011.

AllStar Products Group, LLC.

In November 2010 we announced a partnership with AllStar Products Group, LLC (“AllStar”). On October 7, 2010 we entered into a non binding term sheet (“AllStar Term Sheet”) summarizing the terms of a potential relationship. The AllStar Term Sheet provides global marketing rights to the BrightFeet™ Lighted Slippers. AllStar is a direct response and consumer products company, whose products include the popular Snuggie® Blanket with Sleeves and the Topsy Turvy® Upside Down Planter. Under the terms of the agreement, Allstar Products Group and TV Goods will coordinate efforts to market the complete line of BrightFeet™ Lighted Slippers. On September 15, 2010 we issued a press release announcing we obtained exclusive global marketing rights to the BrightFeet™ Lighted Slippers a consumer product which combines the comfort of slippers with a LED providing a guiding light in the dark. Subject to certain conditions precedent, the Company anticipates entering into the definitive agreement and closing within fiscal 2011.

Sleek Audio, LLC

In October 2010 we entered into an Infomercial Production and Brand License Agreement (the “Sleek Agreement”) with Sleek Audio, LLC (“Sleek”) relating to the promotion and sale of certain Sleek products (the “Products”) via direct response television and other forms of marketing. The Sleek agreement shall continue through April 22, 2015 (the “Initial Term”), unless earlier terminated as provided therein. Subject to certain conditions in the Sleek Agreement, upon expiration of the Initial Term, the Company shall have the option to renew the Sleek Agreement for an additional five (5) year period.

Under the terms of the Sleek Agreement, the Company and Sleek shall share equally in the net profits received by the Company from the sale of the Products by the Company. On October 19, 2010, pursuant to the terms of the Sleek Agreement, the Company purchased 6.6312 limited liability company membership interests (the “Membership Interests”) representing percent (5%) of the outstanding Membership Interests of Sleek after giving effect to the transaction. The purchase price for the Membership Interests was $500,000. The $500,000 is intended to be used for Product tooling and working capital.

Pursuant to the terms of the Sleek Agreement, if, during the Term of the Agreement, and for a period of six (6) months thereafter, Sleek sells all or substantially all of its assets, and certain conditions precedent are met by the Company, the Company will have the rights to participate in up to a 5% of the net proceeds from such sale (the “Participating Percentage”). The Participating Percentage will be in addition to any membership interests held by TV Goods at the time of such sale to potentially enable the Company to a participation of up to ten (10%) percent of the net proceeds of a sale of Sleek.

TV Goods Canada

In July 2010 we announced the formation of a new venture in Canada. The new venture has not been formed as of the date of this prospectus. The entity is expected to be jointly owned with Steven Page, a Canadian citizen and will seek to capitalize on product submissions from Canadian entrepreneurs. We have no contractual commitments to TV Goods Canada.

Competition

The direct response marketing industry is a large, fragmented and competitive industry. The United States direct response marketing industry has a diverse set of channels, including direct mail, telemarketing, television, radio, newspaper, magazines and others. Most consumers have witnessed an infomercial as a means of marketing consumer products. This format allows advertisers to reach an audience cost effectively while educating the consumer, rapidly creating product and brand awareness. The results of such recognizable products from our competitors such as Snuggie®, Magic Bullet®, and the Thighmaster®, have established the viability of infomercial marketing. Products can rapidly create brand awareness and generate revenues from a national audience. In short, direct response marketing accelerates the process for new products to be introduced to the consumer market.

The industry is highly competitive and the list of market leaders fluctuates constantly. Companies marketing popular products dominate the airwaves and control media time. The recent growth in this highly competitive industry has encouraged the entry of many new competitors. The industry is littered with single product companies. Furthermore, established brick-and-mortar retail competitors have recently made efforts to sell products through direct response marketing channels.

Cable networks represent the traditional conduit for direct response television programming. Historically, direct response television programming has aired on cable networks during off-peak periods. The deregulation of the cable television industry in 1984 and the resulting proliferation of channels dedicated to particular demographic segments, pursuits or lifestyles have created additional opportunities for direct response programming. The continued growth of satellite and cable subscribers has positioned direct response television as an effective marketing channel with significant domestic and international growth prospects.

The leading product categories for direct response television programs are cosmetics, fitness/exercise products, diet/nutrition products, kitchen tools and appliances, self-improvement/education/motivation courses, music and home videos/DVDs. Typically direct response television programs incorporate an infomercial in either short form (30 second to 5 minute) or long form (28.5 minute) direct response programs. The formats discuss and demonstrate products and provide a toll-free number or website for viewers to purchase.

As the industry has developed, the variety of products and services promoted though direct response television programs has steadily increased. Direct response television programs are now routinely used to introduce new products, drive retail traffic, schedule demonstrations and build product and brand awareness for products ranging from automobiles to mutual funds.

Recent years have also seen a convergence of direct response television programs with Internet direct response marketing. Virtually all direct response television programs now display a website in addition to a toll-free telephone number. The addition of an e-commerce component can enhance sales. The eventual technological convergence of television and the internet has removed filters between the marketer and the consumer, offering new levels of interactivity and customization, expediting the delivery of information and offers to the consumer.

In general, management estimates to future prospects for growth in the direct response marketing industry remain favorable. We believe the principal competitive factors include authenticity of information, unique content and distinctiveness and quality of product, brand recognition and price.

Intellectual Property

We have applied for U.S. trademarks for “TV Goods”, “Kevin Harrington” and “Napkin Millionaire”. We intend that all product intellectual property rights will be jointly held by us and our clients who submit products for our development. We currently do not hold intellectual property rights on the products we develop or market.

Research and Development

We do not perform research and development. All product concepts are developed by independent third parties. Inventors submit product concepts for our input and advice. Accordingly our research and development efforts are extremely limited in scope. In certain cases inventors may submit a raw product concept, however further investment in research and development would be the responsibility of the inventor.

Regulation of Products and Services

Our business is subject to a number of governmental regulations, including the Mail or Telephone Order Merchandise Rule and related regulations of the Federal Trade Commission. These regulations prohibit unfair methods of competition and unfair or deceptive acts or practices in connection with mail and telephone order sales and require sellers of mail and telephone order merchandise to conform to certain rules of conduct with respect to shipping dates and shipping delays. We are also subject to regulations of the U.S. Postal Service and various state and local consumer protection agencies relating to matters such as advertising, order solicitation, shipment deadlines and customer refunds and returns. In addition, imported merchandise is subject to import and customs duties and, in some cases, import quotas. We believe the Company (and the products we represent) are in compliance with all applicable provisions of those laws and rules.

Employees

We employ 17 full-time employees and contract personnel; three of which are management. We maintain a satisfactory working relationship with our employees and have not experienced any labor disputes or any difficulty in recruiting staff for operations.

Facilities

Our corporate offices are located in Clearwater, FL. This location is approximately 10,500 at a cost of $6,420 per month through December 2010, $8,025 per month through 2011 and $12,850 per month from January 2012 through February 2013. This location includes approximately 5,000 square feet of studio production space. This location is sufficient to support current and anticipated operations.

DIVIDEND POLICY

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

REPORT TO SHAREHOLDERS

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934 and file current reports, periodic reports, annual reports, and other information with the Securities and Exchange Commission, as required.

LEGAL PROCEEDINGS

We are not currently subject to any material legal proceedings.

MANAGEMENT

Executive Officers

The following table sets forth certain information regarding our executive officers and directors as of the date of this prospectus. Directors are elected annually and serve until the next annual meeting of shareholders or until their successors are elected and qualify. Executive officers are appointed by our Board of Directors and their term of office is at the discretion of our board.


Name	Age	Position

Kevin Harrington	53	Chairman and Senior Executive Officer
Steven Rogai	33	Chief Executive Officer and Director
Michael Cimino	58	Director

Kevin Harrington, Senior Executive Officer, Chairman of the Board of Directors

Kevin Harrington has served as Senior Executive Officer and Chairman of the Board of Directors and Since May 2010. In October 2009 Mr. Harrington formed TV Goods, Inc., a wholly owned subsidiary. Mr. Harrington is widely acknowledged as the pioneer and principal architect of the “infomercial” industry. Mr. Harrington is an original investor shark on the ABC television series “Shark Tank”, a reality television series which premiered August 9, 2009. The show gives budding entrepreneurs the chance to pitch their products to a panel of acclaimed judges in hopes of turning their ideas into a successful business reality. The show is owned by SONY Pictures and produced by reality TV producer Mark Burnett. In August 2010 ABC announced the Shark Tank has been renewed for a second season, to air in 2011. In 2009, Mr. Harrington published a book entitled “Act Now: How I Turn Ideas into Million-Dollar Products” which chronicles his life and experiences in the direct response industry. In 2008, Mr. Harrington formed TVGoods.com, LLC which was dissolved in 2009. From 1997 to 2008 Mr. Harrington served as CEO of Reliant International, LLC (formerly Reliant Interactive Media, LLC) a direct response marketing company. From 2007 to 2008 Mr. Harrington served as CEO of ResponzeTV, PLC, holding both positions simultaneously. From 1994 to 1997 Mr. Harrington served as CEO of HSN Direct a joint venture Mr. Harrington formed with HSN, Inc. From 1988 to 1994 Mr. Harrington served as President of Quantum Marketing International, Ltd., an electronic retailing company. In 1991 Quantum Marketing International, Ltd. merged with National Media Corporation and renamed as Quantum International, Ltd. In 1984, Kevin produced one of the industry’s first 30 minute infomercials and since has been instrumental in over 500 product launches that resulted in sales of over four billion dollars. Mr. Harrington was instrumental in the establishment of two global networking associations, the Entrepreneur's Organization (formerly the Young Entrepreneurs Organization) in 1997, and the Electronic Retailing Association in 2000. Mr. Harrington is recognized as a co-founder of each of these organizations. Mr. Harrington was appointed to serve on the board due to his experience in the infomercial industry.

Steven Rogai, Chief Executive Officer, member of the Board of Directors

Mr. Rogai has served as our Chief Executive Officer since May 2010. In 2009 Mr. Rogai, along with Mr. Harrington cofounded Inventors Business Center, as resource to assist entrepreneurs in product development. From inception Mr. Rogai was Director of Business Development at TV Goods. Mr. Rogai has over 15 years of retail and product development experience. From 2004 to 2008 Mr. Rogai served as President and CEO of Florida Select Mortgage Corp., a mortgage brokerage firm. In 2005 Mr. Rogai created Titan 1 Developments, LLC, a real estate development company, serving as President and CEO from 2005 through 2009. From 2000 to 2004, Mr. Rogai served as branch manager for Florida Mortgage Funding, a national brokerage firm. Mr. Rogai holds a real estate broker’s license and a mortgage broker’s business license with the state of Florida.

In May 2008, Steven Rogai filed for protection under Chapter 11 of the U.S. Bankruptcy code in relation to the liquidation of real estate holdings of Titan 1 Developments, LLC. Mr. Rogai was appointed to serve on the board due to his experience in retail and product development.

Directors

Our Board of Directors consists of 3 members: Kevin Harrington as Chairman, and Steven Rogai and Michael Cimino as Directors.

Michael Cimino, Member of the Board of Directors

Mr. Cimino has served as a member of our Board of Directors since May 2010. Mr. Cimino has been involved in the direct response industry for over 30 years. During his career, Mr. Cimino was instrumental in the design of the legal framework for the industry, developing forms and contracts which are now commonplace in the direct response industry.

From 2009 to 2010 Mr. Cimino served as chairman and president of True Product I.D., Inc., (OTCBB:TPDI) a provider of anti-counterfeiting, security applications and integrated tracking devices. Mr. Cimino currently serves as a consultant to Biofield Corp., (OTCBB: BZEC), a developer of medical diagnostic systems. Mr. Cimino’s term with Biofield Corp. will expire in 2011.

From 2005 through 2008 Mr. Cimino founded and served as president of iTVPartners.tv, Inc., a Delaware corporation engaged in streaming video technology for mobile phones, PDA’s and similar devices.

From 1997 to 2002 Mr. Cimino served as President/General Counsel of National Direct Corporation, a direct response infomercial production company. From 1998-2000 Mr. Cimino served as President and Chairman of High Speed Net Solutions, Inc., (OTCBB:HSNS) a compression technology company. From 1994 to 1996 Mr. Cimino served as General Counsel/Marketing Counsel of Regal Group, Inc., a direct response infomercial production company. From 1993 to 1996 Mr. Cimino served as General Counsel/Marketing Counsel of Synchronal Corp., a direct response infomercial production company.

In May 2005, Mr. Cimino was appointed to serve as President and Vice Chairman of the Board of Directors of Sure Trace Security Corporation, a publicly traded company. On September 13, 2007, the SEC filed a settled civil action in the United States District Court for the District of Columbia against, among others, Sure Trace Security Corporation and Mr. Cimino, its vice chairman and president, alleging that Mr. Cimino violated certain regulatory provisions of the Securities Act. Without admitting or denying the allegations in the complaint, Mr. Cimino consented to a final judgment enjoining him from violating the registration provisions of Sections 5(a) and 5(c) of the Securities Act.

Mr. Cimino was admitted to the Pennsylvania Bar in 1978. He has been inactive since 1998. Mr. Cimino was appointed to serve on the board due to his experience in the direct response industry and legal background.

Committees of the Board of Directors

We have not established any committees including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing a similar function. We are a development stage company and have been unable to attract qualified independent directors to serve on our board. Our board of directors consists of only three members, and has not delegated any of its functions to committees. The entire board of directors acts as our audit committee as permitted under Section 3(a)(58)(B) of the Exchange Act. Our board of directors reviews the professional services provided by our independent auditors, the independence of our auditors from our management, our annual financial statements and our system of internal accounting controls. Further, as we are currently quoted on the OTC Bulletin Board, we are not subject to any exchange rule which includes qualitative requirements mandating the establishment of any particular committees. We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our board has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our Board of Directors. Given the nature of our operations, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.

None of our directors are an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:

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understands generally accepted accounting principles and financial statements;

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is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves;

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has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements;

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understands internal controls over financial reporting; and

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understands audit committee functions.

While the OTC Bulletin Board does not impose any qualitative standards requiring companies to have independent directors or requiring that one or more of its directors be audit committee financial experts, it is our intent to expand our Board of Directors during 2011 to include independent directors as well as one or more directors who satisfy the conditions to be considered audit committee financial experts. At that time we intend to establish an Audit Committee of our Board of Directors.

Director Compensation

None of our directors receive any compensation for their services as a member of the Board of Directors.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics to provide guiding principles to all of our employees. Our Code of Business Conduct and Ethics does not cover every issue that may arise, but it sets out basic principles to guide our employees and provides that all of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. Any employee who violates our Code of Business Conduct and Ethics will be subject to disciplinary action, up to an including termination of his or her employment.

Generally, our Code of Business Conduct and Ethics provides guidelines regarding:

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compliance with laws, rules and regulations;

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conflicts of interest;

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insider trading;

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corporate opportunities;

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competition and fair dealing;

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discrimination and harassment;

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health and safety;

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record keeping;

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confidentiality;

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protection and proper use of company assets;

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payments to government personnel;

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waivers of the Code of Business Conduct and Ethics;

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reporting any illegal or unethical behavior; and

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compliance procedures.

We have also adopted a Code of Ethics for our Senior Financial Personnel who are also subject to specific policies regarding:

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disclosures made in our filings with the Securities and Exchange Commission;

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deficiencies in internal controls or fraud involving management or other employees who have a significant role in our financial reporting, disclosure or internal controls;

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conflicts of interests; and

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knowledge of material violations of securities or other laws, rules or regulations to which we are subject.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge and except as otherwise disclosed in this prospectus, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions”, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

EXECUTIVE COMPENSATION

The following table summarizes all compensation recorded by us in the last completed fiscal year for

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our principal executive officer or other individual serving in a similar capacity;

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our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at March 31, 2010 as that term is defined under Rule 3b-7 of the Securities Exchange Act of 1934; and

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up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at March 31, 2010.

For definitional purposes, these individuals are sometimes referred to as the “named executive officers”. The value attributable to any option awards in the following table is computed in accordance with FAS 123R.


Name A	Year B	Salary (S) C		Bonus ($) D		Stock Awards ($) E		Option Awards ($) F		Non Equity Incentive Plan Compensation ($) G		Nonqualified Deferred Compensation (S) H		All Other Compensation ($) I		Total (S) J

Kevin Harrington ¹	2010	$	113,000	$	—	$	—	$	—	$	—	$	—	$	4,761	$	117,761
Steven Rogai ²	2010	$	3,900	$	—	$	—	$	—	$	—	$	—	$	—	$	3,900

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Mr. Harrington serves as Senior Executive Officer and Chairman of our Board of Directors.

Mr. Rogai serves as our Chief Executive Officer and as a member of the Board of Directors.

Employment Agreements

Effective April 30, 2010, we entered into an executive services agreement with Mr. Harrington. The agreement is for a period of three years and provides for Mr. Harrington to serve as Senior Executive Officer. We may not terminate the agreement during the initial 18 months of the agreement. Under the terms of the agreement we shall pay Mr. Harrington a base salary of not less than $25,000 per month, provided however that upon the effectiveness of a registration statement which includes the registration of certain shares of common stock held by Mr. Harrington, his base salary shall be reduced to $17,500 for period of six months and $20,000 for an additional period of six months. Furthermore at the discretion of the board we shall pay Mr. Harrington a performance cash bonus as follows: six percent (6%) of the first five million dollars ($5,000,000) in Net Profits on an annual basis, and eight percent (8%) for the subsequent ten million dollars ($10,000,000) in Net Profits. Net Profits shall be defined as the actual net income reported by the Company on a fiscal year in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) as reflected in the Form 10K as filed with the SEC. We shall reimburse Mr. Harrington one thousand five hundred dollars ($1,500) per month for a car allowance. Mr. Harrington is entitled to participate in all employee benefit plans, including but not limited to health, medical dental, life insurance and retirement plans, and four weeks of paid vacation per calendar year. The agreement shall automatically renew on each third year anniversary date unless either party elects to terminate the agreement on written notice, 90 days prior to the expiration of the then current term, and includes a two year non compete covenant following the termination of his employment. In the event employment is terminated prior to the end of its term due to death or disability, cause, or as a result of voluntary resignation, he shall not be entitled to any compensation after the date of termination. If terminated for a reason other than cause, disability, voluntary resignation or death, he will be entitled to twelve months of severance pay from the termination date consisting only of his base salary plus, medical, health and other non salary/non equity benefits under benefit policies for that year.

Except as otherwise disclosed above, we have not entered into employment agreements with, nor have we authorized any payments upon termination or change-in-control to any of our executive officers or key employees.

How Compensation for our Directors’ and Executive Officers’ was Determined

Our Board of Directors, which includes three members, determined the amount of compensation payable to our Directors and Executive Officers. None of our directors receive any compensation for their services as a member of the Board of Directors.

Outstanding Equity Awards at Fiscal Year End

At March 31, 2010, there were no stock options or other equity incentive securities outstanding.

Limitation on Liability

Under our articles of incorporation, our directors are not liable for monetary damages for breach of fiduciary duty, except in connection with:

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breach of the director's duty of loyalty to us or our shareholders;

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acts or omissions not in good faith or which involve intentional misconduct, fraud or a knowing violation of law;

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a transaction from which our director received an improper benefit; or

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an act or omission for which the liability of a director is expressly provided under Florida law.

In addition, our bylaws provides that we must indemnify our officers and directors to the fullest extent permitted by Florida law for all expenses incurred in the settlement of any actions against such persons in connection with their having served as officers or directors.

Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such limitation or indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We describe below certain transactions and series of similar transactions that have occurred since TV Goods’ inception to which we were a party or will be a party, including transactions in which:

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the amounts involved exceeded or will exceed the lesser or $120,000 or 1% of the average of our Company’s total assets at year end for the last two fiscal years; and

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a director, executive officer or holder of more than 5% of our common stock or any member of his or her immediate family had or will have a direct or indirect material interest.

On May 25, 2010, the Company issued an unsecured 12% Convertible Promissory Note to Steven Rogai, our Chief Executive Officer, formalizing a series of unsecured working capital advances to the Company totaling $107,000 as of the date of this prospectus. The unsecured note matures May 25, 2011, and bears interest at 12% per annum, payable monthly, in cash. The note may be converted in full or in part at any time prior to maturity, at the option of the holder, at $0.075 per common share.

During the period ending March 31, 2010, we loaned approximately $141,000, including approximately $6,000 in accrued interest, to TV Goods.com, LLC, a company controlled by Tim Harrington, brother of our Chairman and Senior Executive Officer. The loans were made to fund certain projects which were believed to have potential mutual benefit. The loans are unsecured, bear interest at 12% per annum and are payable on demand. These amounts are an obligation of our Chairman, Kevin Harrington.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares and percentage of all shares of common stock issued and outstanding as of November 18, 2010, held by any person known to the Company to be the beneficial owner of 5% or more of the Company’s outstanding common stock, by each executive officer and director, and by all directors and executive officers as a group. The persons named in the table have sole voting and investment power with respect to all shares beneficially owned. Unless otherwise noted below, each beneficial owner has sole power to vote and dispose of the shares and the address of such person is c/o our corporate offices at 14044 Icot Boulevard, Clearwater, Florida 33760. Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power or as to which such person has the right to acquire such voting and/or investment power within 60 days. Applicable percentage of ownership is based on 210,018,595 shares of common stock outstanding as of November 18, 2010 together with securities exercisable or convertible into shares of common stock within sixty (60) days of November 18, 2010 for each stockholder.


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	% of Class

Kevin Harrington ¹	101,980,000	48.6%
Steven Rogai ²	19,926,667	9.3%
Michael Cimino ³	7,500,000	3.5%

All Directors and Executive Officers as a Group (3 Persons)	129,406,667	59.5%


G Unit, Inc. ⁴	30,000,000	12.9%
Donald E. Wray ⁵	11,199,250	5.2%

———————

The number of shares beneficially owned by Mr. Harrington includes 101,680,000 shares held by Harrington Business Development, Inc., an entity controlled by Mr. Harrington. Mr. Harrington has voting and dispositive control over securities held by Harrington Business Development.

The number of shares beneficially owned by Mr. Rogai includes 15,000,000 shares of common stock presently outstanding and 3,500,000 shares of common stock underlying options exercisable at $0.075 per share. In May, 2010 we granted Mr. Rogai options to purchase 7,000,000 shares of common stock at an exercise price of $.075 per share; 3,500,000 of these options vest on November 26, 2010, 1,750,000 of these options vest on May 26, 2011, and 1,750,000 of these options vest on November 26, 2011. The options terminate five years from the vesting date. The number of shares beneficially owned by Mr. Rogai also includes 1,426,667 shares of common stock issuable upon optional conversion of 12% Convertible Promissory Note held by Mr. Rogai.

The number of shares beneficially owned by Mr. Cimino includes 5,000,000 shares of common stock presently outstanding and 2,500,000 shares of common stock underlying options exercisable at $0.075 per share. In May, 2010 we granted Mr. Cimino options to purchase 5,000,000 shares of common stock at an exercise price of $.075 per share; 2,500,000 of these options vest on November 26, 2010, 1,250,000 of these options vest on May 26, 2011, and 1,250,000 of these options vest on November 26, 2011. The options terminate five years from the vesting date.

⁴

Includes 7,500,000 shares of common stock issued and outstanding, 7,500,000 shares of common stock underlying our Series A Warrant, 7,500,000 shares of common stock underlying our Series B Warrant, and 7,500,000 shares of common stock underlying our Series C Warrant granted pursuant to our October 2010 Private Placement. G Unit, Inc. is reflected as a Selling Security Holder. Curtis E. Jackson, III has voting and dispositive control over securities held by G Unit, Inc. Address is c/o G. Collins & Company, LLC, 8-10 West 37^th Street, 4^th Floor, New York, New York 10018.

⁵

The number of shares beneficially owned by Donald E. Wray includes 2,399,250 shares of common stock outstanding, issued pursuant to our Senior Notes, 2,200,000 shares of common stock issued and outstanding, 2,200,000 shares of common stock underlying our Series A Warrant, 2,200,000 shares of common stock underlying our Series B Warrant, and 2,200,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement. Donald E. Wray is reflected as a Selling Security Holder. Address is 2601 Johnson Road, Springdale, Arizona 72762.

Stock Option Plans

We presently have two stock option plans:

–

2010 Executive Equity Incentive Plan (“2010 Executive Plan”); and

–

2010 Non Executive Equity Incentive Plan (“2010 Non Executive Plan”).

The purpose of the each of the plans is to advance the interests of our company by providing an incentive to attract, retain and motivate highly qualified and competent persons who are important to us and upon whose efforts and judgment the success of our company is largely dependent, including our officers and directors, key employees, consultants and independent contractors. Our officers, directors, key employees and consultants are eligible to receive awards under the each of the plans.

Our plans are administered by the Board of Directors which determines, from time to time, those of our officers, directors, employees and consultants to whom plan options will be granted, the terms and provisions of the plan options, the dates such plan options will become exercisable, the number of shares subject to each plan option, the purchase price of such shares and the form of payment of such purchase price.

Options granted may either be options qualifying as incentive stock options (“Incentive Options”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or options that do not so qualify (“Non-Qualified Options”).

The price per share issuable upon exercise of an option shall be determined by the Board of Directors at the time of the grant and shall (i) in the case of an ISO, not be less than the fair market value of the shares on the date of grant; (ii) in the case of an ISO granted to a holder of more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary, be at least 110% of the fair market value of the shares on the date of grant; or (iii) in the case of an NQSO, shall be no less than ninety percent (90%) of the fair market value per share on the date of grant. For the purposes of the Plan, the “fair market value” of the shares shall mean (i) if shares are traded on an exchange or over-the-counter market, the mean between the high and low sales prices of shares on such exchange or over-the-counter market on which such shares are traded on that date, or if such exchange or over-the-counter market is closed or if no shares have traded on such date, on the last preceding date on which such shares have traded or (ii) if shares are not traded on an exchange or over-the-counter market, then the fair market value of the shares shall be the value determined in good faith by the Board of Directors, in its sole discretion. All other questions relating to the administration of our plans and the interpretation of the provisions thereof are to be resolved at the sole discretion of the Board of Directors.

The Board of Directors may amend, suspend or terminate either the 2010 Executive Plan or the 2010 Non Executive Plan at any time, except that no amendment shall be made which:

–

increases the total number of shares subject to the plan or changes the minimum purchase price therefore (except in either case in the event of adjustments due to changes in our capitalization);

–

affects outstanding options or any exercise right thereunder;

–

extends the term of any option beyond 10 years; or

–

extends the termination date of the plan.

Unless suspended or terminated by the Board of Directors, each plan terminates 10 years from the date of the plan's adoption. Any termination of the plan does not affect the validity of any options previously granted thereunder.

The per share purchase price of shares subject to options granted under the Plan may be adjusted in the event of certain changes in our capitalization, but any such adjustment shall not change the total purchase price payable upon the exercise in full of options granted under the Plan. Officers, directors and key employees of and consultants to us and our subsidiaries will be eligible to receive Non-Qualified Options under the Plan. Only our officers, directors and employees who are employed by us or by any of our subsidiaries thereof are eligible to receive Incentive Options.

We had not issued any options, warrants or other equity or non-equity based incentives nor has any equity award/compensation has been awarded to, earned by, or paid to any of our executive officers, directors or key employees at year ended March 31, 2010; therefore, we have omitted an Outstanding Equity Awards at Fiscal Year End Table as permitted under Regulation S-K. Further, as a “smaller reporting company” we are providing the scaled disclosures as permitted by Regulation S-K and therefore, have omitted a Grants of Plan Based Award Table, Options Exercised and Stock Vested Table, Pension Benefits Table and Nonqualified Deferred Compensation Table.

2010 Executive Equity Incentive Plan

In May 2010, our Board of Directors adopted the 2010 Executive Equity Incentive Plan (“2010 Executive Plan”). We have reserved 12,000,000 shares of common stock under the 2010 Executive Plan. As of November 18, 2010 we have granted options to purchase 12,000,000 shares of common stock under the 2010 Executive Plan. The options vest over eighteen months from the grant date, are exercisable at $.075 per share for a term of five (5) years from grant date. As of November 18, 2010, there are no shares available for issuance under this plan.

2010 Non Executive Equity Incentive Plan

In May 2010, our Board of Directors adopted the 2010 Non Executive Equity Incentive Plan (“2010 Non Executive Plan”). We have reserved 10,000,000 shares of common stock under the 2010 Non-Executive Plan. As of November 18, 2010 we have granted options to purchase 10,000,000 shares of common stock under the 2010 Non-Executive Plan, the majority of which were forfeited and returned to the 2010 Non-Executive Plan. The outstanding options vest over eighteen months from the grant date, are exercisable at $.075 per share for a term of five (5) years from grant date. As of November 18, 2010, there are 8,000,000 shares available for issuance under this plan.

DESCRIPTION OF SECURITIES

Common Stock

Our articles of incorporation, as amended, authorize us to issue up to 400,000,000 shares of common stock, par value $.0001. At November 18, 2010, we had issued and outstanding 210,018,595 shares of common stock issued and outstanding of which, 121,980,000 shares or approximately 60% is owned or controlled by our officers and directors.

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock have no cumulative voting rights. In the event of liquidation, dissolution or winding up of the Company, the holders of shares of common stock are entitled to share, pro rata, all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock. All of the outstanding shares of common stock are validly issued, fully paid and non-assessable.

Preferred Stock

Our articles of incorporation authorize our board of directors, without shareholder approval, to issue up to 20,000,000 shares of preferred stock and to establish one or more series of preferred stock and to determine, with respect to each of these series, their preferences, voting rights and other terms. There are no shares of preferred stock issued and outstanding as of the date of this prospectus.

Common Stock Purchase Warrants

Under the terms of our 2010 Private Placement and our October 2010 Private Placement we granted Series A Warrants to purchase 37,250,000 shares of common stock exercisable at $0.15 per share; Series B Warrants to purchase 37,250,000 shares of common stock exercisable at $0.25 per share; and Series C Warrants to purchase 37,250,000 shares of common stock exercisable at $0.50 per share. The warrants expire three years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. Other than the exercise price and call provisions of each series, all other terms and conditions of the warrants are the same.

We granted Forge Financial Group, Inc. a broker-dealer and a member of FINRA, and its assignees a placement agent warrant to purchase up to a maximum amount of $260,000 worth of Units, (the “Placement Agent Option”). Accordingly, Forge Financial Group, Inc. has the option to purchase a Unit to issue 2,600,000 shares of common stock and granting 2,600,000 Series A Warrants, 2,600,000 Series B Warrant, and 2,600,000 Series C Warrants. These warrants are substantially the same as the warrants issued under the 2010 Private Placement, but contain a cashless exercise provision.

SELLING SECURITY HOLDERS

At November 18, 2010 we had 210,018,595 shares of common stock issued and outstanding. This prospectus relates to periodic offers and sales of up to 179,114,845 shares of common stock by the selling security holders listed below and their pledges, donees and other successors in interest, which includes:

–

up to 56,764,845 shares of common stock presently issued and outstanding;

–

up to 37,450,000 shares of common stock issuable upon the possible exercise of our Series A Warrants (inclusive of 200,000 Series A Warrants granted to a placement agent);

–

up to 37,250,000 shares of common stock issuable upon the possible exercise of our Series B Warrants;

–

up to 37,250,000 shares of common stock issuable upon the possible exercise of our Series C Warrants; and

–

up to 10,400,000 shares of common stock issuable upon the possible exercise of our Placement Agent Option.

The following table set forth:

–

The name of each selling security holder;

–

The number of common shares owned; and

–

The number of common shares being registered for resale by the selling security holder.

We will not receive any of the proceeds from the sale of common stock covered under this prospectus. To the extent the warrants are exercised on a cash basis, we will receive proceeds of the exercise price. The shares of common stock are being offered for sale by the selling security holders at prices established on the OTC Bulletin Board during the term of this offering. These prices will fluctuate based on the demand for the shares of common stock.

Information on beneficial ownership of securities is based upon a record list of our shareholders. We may amend or supplement this prospectus from time to time to update the disclosure set forth in this prospectus. All of the securities owned by the selling security holders may be offered hereby. Because the selling security holders may sell some or all of the securities owned by them, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the securities, no estimate can be given as to the number of securities that will be held by the selling security holders upon termination of any offering made hereby. If all the securities offered hereby are sold, the selling security holders will not own any securities after the offering.

The table below lists the selling security holders and other information regarding the beneficial ownership of the shares of common stock by each of the selling security holders. The second column lists the number of shares of common stock beneficially owned by each Selling Security Holder as of November 18, 2010, assuming the exercise of all of the warrants held by the selling security holders on that date. The third column lists the shares of common stock beneficially owned, inclusive of securities underlying Warrants, being offered pursuant to this prospectus by each of the selling security holders. The fourth column lists the number of shares that will be beneficially owned by the selling security holders assuming all of the shares offered pursuant to this prospectus are sold and that shares beneficially owned by them, as of November 18, 2010 but not offered hereby are not sold. All selling security holders listed below are eligible to sell their shares.

Except as indicated in the footnotes to the table, no Selling Security Holder has had any material relationship with us or our predecessors or affiliates during the last three years.


Name of Selling Security Holder		Number of Shares Owned	Shares to be offered	Shares to be owned after offering	% to be owned after offering
Bang TVG, LLC	¹	10,000,000	10,000,000	—	—
Donald Barnett	²	500,000	500,000	—	—
Robert Bea	³	100,000	100,000	—	—
Robert Booth	⁴	599,813	599,813	—	—
Neil Boyarsky	²	500,000	500,000	—	—
Donald & Rosalie Brainard	²	500,000	500,000	—	—
Joel Brody	⁵	1,000,000	1,000,000	—	—
Russell C. Burmeister	⁴⁰	500,000	500,000	—	—
China Discovery Investors, Ltd.	^5,22	1,000,000	1,000,000	—	—
Richard Church	⁶	7,000,000	7,000,000	—	—
Alicia Church	⁵	1,000,000	1,000,000	—	—
Dennis Church	⁵	1,000,000	1,000,000	—	—
George & Dorothy Church	²	500,000	500,000	—	—
David Cohen	³	100,000	100,000	—	—
Richard David	⁵	1,000,000	1,000,000	—	—
Thomas Diehl	⁴²	4,000,000	4,000,000	—	—
David Dysert	⁷	1,199,625	1,199,625	—	—
Samuel Eidels	²	500,000	500,000	—	—
Falcon Partners BVBA	^8,23	2,000,000	2,000,000	—	—
Edward Feighan	^9,10	8,200,000	8,200,000	—	—
Allison Feldman Revocable Trust	²	500,000	500,000	—	—
Isadore Feldman	²	500,000	500,000	—	—
Melvin Feldman Rev Living Trust	²	500,000	500,000	—	—
Sten—Anders Fellman	^5,7	2,199,625	2,199,625	—	—
Fortis Business Holdings, LLC	^11,24	3,000,000	3,000,000	—	—
Brian Frey	²	500,000	500,000	—	—
George Giannopoulos	⁸	2,000,000	2,000,000	—	—
G Unit, Inc.	³⁹	30,000,000	30,000,000	—	—
Mitchell Hoffelt & Tracy L. White	²	500,000	500,000	—	—
I Wireless, Inc.	^2,25	500,000	500,000	—	—
Martin Hoyos	^5,7	2,199,625	2,199,625	—	—
Stephen Jesmok	^5,12	1,170,000	1,170,000	—	—
Frank Jichetti	²	500,000	500,000	—	—
David Jones	¹³	2,000,000	2,000,000	—	—
Paul Joseph	¹⁴	200,000	200,000	—	—
Edward Kaczmarek Trust	⁵	1,000,000	1,000,000	—	—
Neil Kaplan	²	500,000	500,000	—	—
Ira Krell	²	500,000	500,000	—	—
Alfred J. Krzewina	²	500,000	500,000	—	—
Jeff Levine	⁵	1,000,000	1,000,000	—	—
Margaret Lewis	⁵	1,000,000	1,000,000	—	—
Bryon Main	²	500,000	500,000	—	—
Jay Marcus	⁵	1,000,000	1,000,000	—	—
Philip & Francine Marquis	²	500,000	500,000	—	—
James Marussich	¹⁵	299,906	299,906	—	—
Terry & Linda Max	²	500,000	500,000	—	—
Michael Mazor	²	500,000	500,000	—	—
Kyia McFadden	¹⁶	1,500,000	1,500,000	—	—
Philip G. Meng	²	500,000	500,000	—	—
Micro Pipe Fund I, LLC	^10,26	8,000,000	8,000,000	—	—
Graham Mitchell	^8,17	4,399,250	4,399,250	—	—
Eric Monath	⁴	599,813	599,813	—	—
David Mugrabi	²	500,000	500,000	—	—
Keith Newton	¹⁸	1,799,438	1,799,438	—	—
Panarea Investment LLC	^5,27	1,000,000	1,000,000	—	—
Robert Pash	¹⁷	2,399,250	2,399,250	—	—


Name of Selling Security Holder		Number of Shares Owned	Shares to be offered	Shares to be owned after offering	% to be owned after offering

Pearlson Family Living Trust	^2,28	500,000	500,000	—	—
Plazacorp Investments Ltd.	^19,29	4,000,000	4,000,000	—	—
Jordan Podell	⁵	1,000,000	1,000,000	—	—
Progress Partners, Inc.	^2,30	500,000	500,000	—	—
Arthur Rabin	⁵	1,000,000	1,000,000	—	—
Jeffrey Racenstein	⁵	1,000,000	1,000,000	—	—
Jerry Rans	²	500,000	500,000	—	—
Steve Rathjen	⁵	1,000,000	1,000,000	—	—
Troy Reisner	²	500,000	500,000	—	—
Murray Segal	²	500,000	500,000	—	—
Michael Shaevitz	²	500,000	500,000	—	—
Alvin Siegel	²	500,000	500,000	—	—
Sonic Capital, Inc.	^2,31	500,000	500,000	—	—
Gerald & Seena Sperling	^5,20	1,350,000	1,350,000	—	—
Sheldon & Linda Steiner	⁵	1,000,000	1,000,000	—	—
Richard Strang		2,000,000	2,000,000	—	—
Mohammad Tily	⁸	2,000,000	2,000,000	—	—
Hector Tobia	⁵	1,000,000	1,000,000	—	—
Robert De Virion	^5,7	2,199,625	2,199,625	—	—
Sagar & Sangeeta Sagar Vishindas	¹	10,000,000	10,000,000	—	—
Ronald Weaver	²	500,000	500,000	—	—
Bruce & Geni Weinberg	³	100,000	100,000	—	—
Gerard Witkemper	^7,10	9,199,625	9,199,625	—	—
Donald E. Wray	^17,21	11,199,250	11,199,250	—	—
Robert Beeman	^32,33	5,680,000	2,080,000	3,600,000	1.7%
Joseph Conti	^32,34	592,396	252,396	340,000	*
Andrew Garbarini	^32,35	2,877,406	1,490,356	1,387,050	*
Alan Jacobs	^32,36	5,990,092	2,333,292	3,656,800	1.7%
Michael Jacobs	^32,37	5,645,516	1,988,716	3,656,800	1.7%
Jared Schwalb	^32,38	2,769,590	2,255,240	514,350	*
Richard Lange	³⁹	160,000	160,000	—	—
Michael Donahue	³⁹	32,000	32,000	—	—
Nimish Patel	³⁹	8,000	8,000	—	—
Total			179,114,845

———————

Represents less than 1.0%

^A.

Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, a person is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has or shares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includes the power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interest in the security. Each listed selling security holder has the sole investment and voting power with respect to all shares of common stock shown as beneficially owned by such selling security holder, except as otherwise indicated in the footnotes to the table.

^B.

As of November 18, 2010 there were 210,018,595 shares of our common stock issued and outstanding. In determining the percent of common stock beneficially owned by a selling security holder on November 18, 2010, (a) the numerator is the number of shares of common stock beneficially owned by such selling security holder (including shares that he has the right to acquire within 60 days of September 8, 2008), and (b) the denominator is the sum of (i) the 210,018,595 shares outstanding on November 18, 2010, and (ii) the number of shares of common stock which such selling stockholder has the right to acquire within 60 days of November 18, 2010.

^1.

Includes 2,500,000 shares of common stock issued and outstanding, 2,500,000 shares of common stock underlying our Series A Warrant, 2,500,000 shares of common stock underlying our Series B Warrant, and 2,500,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement. Chaim Nash has voting and dispositive control over securities held by Bang TV, LLC.

^2.

Includes 125,000 shares of common stock issued and outstanding, 125,000 shares of common stock underlying our Series A Warrant, 125,000 shares of common stock underlying our Series B Warrant, and 125,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^3.

Includes 100,000 shares of common stock issued and outstanding. Shares were purchased in a private transaction from TV Goods Holding Corp., a private entity, prior to the Merger Agreement with H&H Imports, Inc.

^4.

Includes 599,813 shares of common stock outstanding, issued pursuant to our Senior Notes.

^5.

Includes 250,000 shares of common stock issued and outstanding, 250,000 shares of common stock underlying our Series A Warrant, 250,000 shares of common stock underlying our Series B Warrant, and 250,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^6.

Includes 1,750,000 shares of common stock issued and outstanding, 1,750,000 shares of common stock underlying our Series A Warrant, 1,750,000 shares of common stock underlying our Series B Warrant, and 1,750,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^7.

Includes 1,199,625 shares of common stock outstanding, issued pursuant to our Senior Notes.

^8.

Includes 500,000 shares of common stock issued and outstanding, 500,000 shares of common stock underlying our Series A Warrant, 500,000 shares of common stock underlying our Series B Warrant, and 500,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^9.

Includes 200,000 shares of common stock issued and outstanding. Shares were purchased in a private transaction from TV Goods Holding Corp., a private entity, prior to the Merger Agreement with H&H Imports, Inc.

^10.

Includes 2,000,000 shares of common stock issued and outstanding, 2,000,000 shares of common stock underlying our Series A Warrant, 2,000,000 shares of common stock underlying our Series B Warrant, and 2,000,000 shares of common stock underlying our Series C Warrant granted pursuant to our October 2010 Private Placement.

^11.

Includes 750,000 shares of common stock issued and outstanding, 750,000 shares of common stock underlying our Series A Warrant, 750,000 shares of common stock underlying our Series B Warrant, and 750,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^12.

Includes 170,000 shares of common stock issued and outstanding. Shares were purchased in a private transaction from TV Goods Holding Corp., a private entity, prior to the Merger Agreement with H&H Imports, Inc.

^13.

Includes 2,000,000 shares of common stock issued and outstanding. Shares were purchased in a private transaction from TV Goods Holding Corp., a private entity, prior to the Merger Agreement with H&H Imports, Inc.

^14.

Includes 50,000 shares of common stock issued and outstanding, 50,000 shares of common stock underlying our Series A Warrant, 50,000 shares of common stock underlying our Series B Warrant, and 50,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^15.

Includes 299,906 shares of common stock outstanding, issued pursuant to our Senior Notes.

^16.

Includes 375,000 shares of common stock issued and outstanding, 375,000 shares of common stock underlying our Series A Warrant, 375,000 shares of common stock underlying our Series B Warrant, and 375,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^17.

Includes 2,399,250 shares of common stock outstanding, issued pursuant to our Senior Notes.

^18.

Includes 1,799,438 shares of common stock outstanding, issued pursuant to our Senior Notes.

^19.

Includes 1,000,000 shares of common stock issued and outstanding, 1,000,000 shares of common stock underlying our Series A Warrant, 1,000,000 shares of common stock underlying our Series B Warrant, and 1,000,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^20.

Includes 350,000 shares of common stock issued and outstanding. Shares were purchased in a private transaction from TV Goods Holding Corp., a private entity, prior to the Merger Agreement with H&H Imports, Inc.

^21.

Includes 2,200,000 shares of common stock issued and outstanding, 2,200,000 shares of common stock underlying our Series A Warrant, 2,200,000 shares of common stock underlying our Series B Warrant, and 2,200,000 shares of common stock underlying our Series C Warrant granted pursuant to our 2010 Private Placement.

^22.

Marc Siegel has voting and dispositive control over securities held by China Discovery Investors, Ltd.

^23.

Gerda Van Hoeydonck has voting and dispositive control over securities held by Falcon Partners BVBA.

^24.

Sara Rosenfeld has voting and dispositive control over securities held by Fortis Business Holdings, LLC.

^25.

Ira Horowitz has voting and dispositive control over securities held by I Wireless, Inc.

^26.

David Mickelson has voting and dispositive control over securities held by Micro Pipe Fund I, LLC. We granted securities to Micro Pip Fund, LLC pursuant to our October 2010 Private Placement.

^27.

Jerry Sorata has voting and dispositive control over securities held by Panarea Investment, LLC.

^28.

Gil Beth has voting and dispositive control over securities held by Pearlson Family Living Trust.

^29.

Anthony Heller has voting and dispositive control over securities held by Plazacorp Investments, Ltd.

^30.

Alvin Siegel has voting and dispositive control over securities held by Progress Partners, Inc. This figure excludes 125,000 shares of common stock issued and outstanding, 125,000 shares of common stock underlying our Series A Warrant, 125,000 shares of common stock underlying our Series B Warrant, and 125,000 shares of common stock underlying our Series C Warrant granted to Mr. Siegel pursuant to our 2010 Private Placement.

^31.

David Schwartz has voting and dispositive control over securities held by Sonic Capital, Inc.

^32.

Includes securities underlying our Placement Agent Option consisting of $260,000 worth of Units, including 2,600,000 shares of common stock which has not been issued, 2,600,000 shares of common stock underlying our Series A Warrant, 2,600,000 shares of common stock underlying our Series B Warrant, and 2,600,000 shares of common stock underlying our Series C Warrant. Each of the persons listed are assignees of Forge Financial Group, Inc., a broker dealer and FINRA member. Mr. Joseph Conti has voting and dispositive control over securities held by Forge Financial Group, Inc.

^33.

Includes 3,600,000 shares of common stock issued and outstanding, and 520,000 shares of common stock, 520,000 shares of common stock underlying our Series A Warrant, 520,000 shares of common stock underlying our Series B Warrant, and 520,000 shares of common stock underlying our Series C Warrant underling our Placement Agent Option.

^34.

Includes 340,000 shares of common stock issued and outstanding, and 63,099 shares of common stock, 63,099 shares of common stock underlying our Series A Warrant, 63,099 shares of common stock underlying our Series B Warrant, and 63,099 shares of common stock underlying our Series C Warrant underling our Placement Agent Option.

^35.

Includes 1,387,050 shares of common stock issued and outstanding, and 372,589 shares of common stock, 372,589 shares of common stock underlying our Series A Warrant, 372,589 shares of common stock underlying our Series B Warrant, and 372,589 shares of common stock underlying our Series C Warrant underling our Placement Agent Option.

^36.

Includes 3,656,800 shares of common stock issued and outstanding, and 583,323 shares of common stock, 583,323 shares of common stock underlying our Series A Warrant, 583,323 shares of common stock underlying our Series B Warrant, and 583,323 shares of common stock underlying our Series C Warrant underling our Placement Agent Option.

^37.

Includes 3,656,800 shares of common stock issued and outstanding, and 497,179 shares of common stock, 497,179 shares of common stock underlying our Series A Warrant, 497,179 shares of common stock underlying our Series B Warrant, and 497,179 shares of common stock underlying our Series C Warrant underling our Placement Agent Option.

^38.

Includes 514,350 shares of common stock issued and outstanding, and 563,810 shares of common stock, 563,810 shares of common stock underlying our Series A Warrant, 563,810 shares of common stock underlying our Series B Warrant, and 563,810 shares of common stock underlying our Series C Warrant underling our Placement Agent Option.

^39.

Includes 7,500,000 shares of common stock issued and outstanding, 7,500,000 shares of common stock underlying our Series A Warrant, 7,500,000 shares of common stock underlying our Series B Warrant, and 7,500,000 shares of common stock underlying our Series C Warrant granted pursuant to our October 2010 Private Placement. Curtis Jackson has voting and dispositive control over securities held by G Unit, Inc.

^40.

^41.

^42.

PLAN OF DISTRIBUTION

The selling security holders and any of their respective pledgees, donees, assignees and other successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling security holders will offer their shares at prevailing market prices on the OTCBB or privately negotiated prices. The selling security holders may use any one or more of the following methods when selling shares:

–

ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

–

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal;

–

facilitate the transaction;

–

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

–

an exchange distribution in accordance with the rules of the applicable exchange;

–

privately negotiated transactions;

–

broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;

–

through the writing of options on the shares;

–

a combination of any such methods of sale; and

–

any other method permitted pursuant to applicable law.

The selling security holders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus. The selling security holders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

The selling security holders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling security holders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling security holders. The selling security holders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be “underwriters” as that term is defined under the Securities Exchange Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations of such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling security holders, but excluding brokerage commissions or underwriter discounts.

The selling security holders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling security holders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

The selling security holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling security holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling security holders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations under such Act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling security holders or any other such person. In the event that any of the selling security holders are deemed an affiliated purchaser or

distribution participant within the meaning of Regulation M, then the selling security holders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling security holders will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability of the shares.

If a selling stockholder notifies us that it has a material arrangement with a broker-dealer for the resale of the common stock, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling stockholder and the broker-dealer.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws, as amended, provide to the fullest extent permitted by Florida law that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

The Florida Business Corporation Act provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

LEGAL MATTERS

The validity of our common stock offered hereby will be passed upon by Quintairos, Prieto, Wood & Boyer, P.A. (QPWB), Fort Lauderdale, Florida. Affiliates of QPWB have been issued an aggregate of 350,000 shares of common stock in consideration of legal services rendered.

EXPERTS

The consolidated balance sheet of H&H Imports, Inc. from inception through March 31, 2010 and the related consolidated statement of operations, changes in stockholders' deficit, and cash flows from inception, October 16, 2009 to March 31, 2010 appearing in this prospectus and registration statement have been so included in reliance on the Report of Jewett, Schwartz, Wolfe & Associates, an independent registered public accounting firm, appearing elsewhere in this prospectus, given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed with the registration statement. For further information with respect to the common stock and us, we refer you to the registration statement and the exhibits and schedules that were filed with the registration statement. Statements made in this prospectus regarding the contents of any contract, agreement or other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 or via the Internet at http://www.sec.gov.

INDEX TO FINANCIAL STATEMENTS


	Page
TV GOODS HOLDING CORPORATION CONSOLIDATED FINANCIAL STATEMENTS PERIOD FROM INCEPTION (OCTOBER 16, 2009) TO MARCH 31, 2010
Report of Independent Certified Public Accountants	F-2
Consolidated Balance Sheet	F-3
Consolidated Statement of Operations	F-4
Consolidated Statement of Changes in Stockholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7-15

H&H IMPORTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheet as of September 310, 2010 (Unaudited) and March 31, 2010	F-16
Consolidated Statement of Operations (Unaudited) for the Three and Six Months Ended September 30, 2010 and Period from Inception (October 16, 2009) to September 30, 2010	F-17
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the Period from Inception (October 16, 2009) to September 30, 2010	F-18
Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended September 30, 2010	F-19
Notes to Consolidated Financial Statements (Unaudited)	F-20-32

F-1

[hhi_s1002.gif]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

TV Goods Holding Corporation

We have audited the accompanying consolidated balance sheet of TV Goods Holding Corporation as of March 31, 2010 and the related consolidated statement of operations, changes in stockholders' deficit, and cash flows from inception October 16, 2009 to March 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of TV Goods Holding Corporation as of March 31, 2010 and the results of its consolidated operations and cash flows from inception, October 16, 2009, to March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

Jewett, Schwartz, Wolfe & Associates

/s/Jewett, Schwartz, Wolfe & Associates

Hollywood, Florida

May 18, 2010

200 South Park Road, Suite 150 • Hollywood, Florida 33021 • Main 954.922.5885 • Fax 954.922.5957 • www.jsw-cpa.com

Member - American Institute of Certified Public Accountants • Florida Institute of Certified Public Accountants

Private Companies Practice Section of the AICPA • Registered with the Public Company Accounting Oversight Board of SEC

F-2

TV GOODS HOLDING CORPORATION

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET


	March 31, 2010

ASSETS
Current Assets:
Cash and cash equivalents	$	74,991
Accounts receivable		55,830
Due from related party		140,961
Inventories		46,188
Prepaid expenses and other current assets		155,170
Total current assets		473,140

Property, plant and equipment, net		29,685

Total Assets	$	502,825

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	66,441
Loan from officer		107,513
Deferred revenue		136,450
Notes payable		737,500
Accrued interest related parties		2,321
Accrued expenses and other current liabilities		61,050
Total current liabilities		1,111,275

Commitments and contingencies

Stockholders' deficit:
Preferred stock, $.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding at March 31, 2010		—

Common stock, $.0001 par value; 400,000,000 shares authorized, 158,187,510 issued and outstanding at March 31, 2010		15,819
Additional paid-in capital		293,556
Accumulated deficit		(917,825	)
Total stockholders' deficit		(608,450	)

Total liabilities and stockholders' deficit	$	502,825

See accompanying notes to consolidated financial statements.

F-3

TV GOODS HOLDING CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS


	Period From Inception (October 16, 2009) to March 31, 2010

Revenues	$	363,489
Cost of revenues		350,523

Gross profit		12,966

Operating expenses:
Selling, general and administrative expenses		506,458
Total operating expenses		506,458

Loss from operations		(493,492	)

Other (income) expense:
Interest income - related party		(5,961	)
Other income		(10,947	)
Interest expenses - Notes payable		438,918
Interest expense - related party		2,323
		424,333

Loss before income taxes		(917,825	)
Provision for income taxes

Net loss	$	(917,825	)

Loss per common share - basic and diluted	$	(0.006	)

Weighted average shares outstanding - basic and diluted		155,554,235

See accompanying notes to consolidated financial statements.

F-4

TV GOODS HOLDING CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

PERIOD FROM INCEPTION (OCTOBER 16, 2009) TO MARCH 31, 2010


	Common Shares, $.0001 Par Value Per Share				Additional Paid-In Capital			Accumulated Deficit			Total
	Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total

Balance April 1, 2009		—	$	—	$	—		$	—		$	—

October 16, 2010:
Founders shares		152,000,010		15,200		(15,200	)		—			—

Shares issued in connection with senior working capital notes		6,187,500		619		308,756						309,375

Loss									(917,825	)		(917,825	)

		158,187,510	$	15,819	$	293,556		$	(917,825	)	$	(608,450	)

See accompanying notes to consolidated financial statements.

F-5

TV GOODS HOLDING CORPORATION

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS


	March 31, 2010

Cash flows from operating activities:
Net loss	$	(917,825	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment		1,199
Amortization of discount on 12% convertible debt		309,375
Amortization of deferred financing costs		105,750
Changes in operating assets and liabilities:
Accounts receivable		(55,830	)
Inventories, net		(46,188	)
Prepaid expenses and other current assets		(155,170	)
Accounts payable		66,441
Deferred revenue		136,450
Accrued interest related party		2,321
Accrued expenses and other current liabilities		61,050
Net cash used in operating activities		(492,427	)

Cash flows from investing activities:
Additions to property, plant and equipment		(30,884	)
Net cash used in investing activities		(30,884	)

Cash flows from financing activities:
Proceeds from issuance of 12% convertible debt		687,500
Costs associated with 12% convertible debt		(105,750	)
Proceeds of note payable		50,000
Loans from related parties		107,513
Loans to related party		(140,961	)

Net cash provided by financing activities		598,302

Net cash increase (decrease)		74,991
Cash and cash equivalents - beginning of period		—
Cash and cash equivalents - end of period	$	74,991

Supplemental disclosures of cash flow information:
Cash paid for interest	$	—
Cash paid for taxes	$	—

See accompanying notes to consolidated financial statements.

F-6

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(AUDITED)

NOTE 1. – DESCRIPTION OF OUR BUSINESS

TV Goods Corporation, a Florida Corporation, is a development stage company organized in October 2009 to identify and market products and services through direct response channels. Our primary channels of distribution are through television via infomercials (28.5 minute shows), short form spots (30 seconds to 5 minutes) and via shopping channels such as QVC, HSN and Shop NBC. Our business model is to initially test the potential commercial viability of a product or service with a limited media campaign to determine if a full-scale marketing campaign would be justified. If preliminary marketing results appear to justify an expanded campaign, we will develop and launch a much expanded program. Secondary channels of distribution include the internet, retail, catalog, radio and print media. If a product or service can be initially marketed successfully in the US, then the campaign could be rolled out internationally through live shopping channels and through international distribution partners.

Our executive offices are located at 14044 Icot Blvd., Clearwater, Florida, 33760.

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which contemplate continuation of the Company as a going concern. However, we have sustained losses from operations since our inception, and such losses have continued through March 31, 2010. At March 31, 2010 we had an accumulated deficit of approximately $ 918,000 and cash on hand of approximately $ 75,000.

As discussed in Note 6, pursuant to our 2010 Private Placement we issued shares of our common stock and granted warrants with aggregate gross proceeds of $2,400,000 and net proceeds of approximately $2,085,500 after related costs.

In 2010, cash on hand and cash received in our 2010 Private Placement will primarily be used to fund our ongoing operations including expanding our sales and marketing capabilities as well as for general working capital purposes.

All share and per share information contained in this report gives retroactive effect to a 30 for 1 (30:1) stock split of our outstanding common stock effective March 17, 2010.

Significant Accounting Policies

Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods.

Significant estimates for the periods reported include the allowance for doubtful accounts which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry segment and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability.

We also rely on assumptions such as volatility, forfeiture rate, and expected dividend yield when deriving the fair value of share-based compensation; we did not recognize any stock-based compensation expense during the period presented in this report.

F-7

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(AUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Assumptions and estimates employed in these areas are material to our reported financial conditions and results of operations. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are recorded in the balance sheet at cost, which approximates fair value. All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.

Revenue Recognition

We recognize revenue from product sales in accordance with FASB ASC 605 — Revenue Recognition. Following agreements or orders from customers, we ship product to our customers often through a third party facilitator. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customers order is received by them and we receive acknowledgment of receipt by a third party shipper.

Accounts Receivable

Accounts receivable consists of amounts due from the sale of our infomercial development services to our customers. As of March 31, 2010 one customer had an account receivable balance owed of $50,000 representing approximately 90% of the total receivable balance. As of March 31, 2010, we recognized no allowance for doubtful accounts.

Inventories, net

As our business model is to drop ship firm orders directly to our customers through the use of a third party facilitator, we maintain a minimal amount of inventory on hand. We do however purchase, in certain instances, products which are shipped to and held by the facilitator until sales orders are received. As orders are placed and paid for through the facilitator, the Company is notified of the sale and the appropriate amount of inventory is charged to cost of sales. As we do not internally manufacture any of our products, we do not maintain raw materials or work-in-process inventories.

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value.

Property, Plant and Equipment, net

We record property, plant and equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. We generally provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the remaining term of the lease.

F-8

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(AUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings Per Share

The Company adopted FASB ASC 260, Earnings Per Share. Basic earnings (loss) per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For the period ending March 31, 2010, diluted earnings per share is not presented, as there were no potentially issuable securities outstanding for the period.

Share-Based Payments

There were no outstanding stock option awards for the period ended March 31, 2010. However, subsequent to our March 31, 2010 year end, as further described in Note 6 – Subsequent Events, the Company modified its 2009 Equity Incentive Plan, increasing shares available under the Plan and approving the 2010 Equity Incentive Plan, issuing 12,000,000 options and 9,000,000 options, respectively, under these Plans. We intend to recognize share-based compensation expense in connection with our share-based awards, net of an estimated forfeiture rate and therefore only recognize compensation cost for those awards expected to vest over the service period of the award. We will utilize a Black-Scholes option pricing model to estimate the fair value of our stock options. Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future.

Impairment of Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from future undiscounted cash flows. Impairment losses are recorded for the excess, if any, of the carrying value over the fair value of the long-lived assets. As of March 31, 2010, no indicators of impairment existed.

Income Taxes

We account for income taxes in accordance with FASB ASC 740 — Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of FASB ASC 740 — Income Taxes.

FASB ASC 740 requires that we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

F-9

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(AUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentration of Credit Risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents and trade accounts receivable. Cash and cash equivalents are held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Concentration of credit risk with respect to our trade accounts receivable to our customers is primarily limited to approximately $56,000 at March 31, 2010. Credit is extended to our customers, based on an evaluation of a customer’s financial condition and collateral is not required. To date, we have not experienced any material credit losses.

Marketing and Advertising Costs

Marketing, advertising and promotional costs are expensed as incurred.

Fair Value Measurements

FASB ASC 820 — Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us at March 31, 2010. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.

FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3: Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments.

F-10

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(AUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

New Accounting Standards

There were various accounting standards and interpretations issued recently, none of which had or are expected to have a material impact on our consolidated financial position, results of operations or cash flows.

the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements;

the circumstances under which we should recognize events or transactions occurring after the balance sheet date in our financial statements; and

the disclosures that we should make about events or transactions that occur after the balance sheet date, but before the financial statements are issued or are available to be issued.

F-11

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(AUDITED)

NOTE 3. – RELATED PARTY TRANSACTIONS

During the period ending March 31, 2010, we loaned approximately $141,000, including approximately $6,000 in accrued interest, to TV Goods.com, LLC, a company controlled by Tim Harrington, brother of our Chairman and Senior Executive Officer. The loans were made to fund certain projects which were believed to have potential mutual benefit. The loans are unsecured, bear interest at 12% per annum and are payable on demand. These amounts are an obligation of our Chairman, Kevin Harrington.

At March 31, 2010 to Company owed our Chief Executive Officer, $107,513 in loans payable as well as $2,321 in related accrued interest. These loans were made to meet short-term working capital needs of the Company through March 31, 2010. The loans are unsecured and bear interest at 12% per annum.

Subsequent to March 31, 2010, this obligation was formalized through the issuance of a 12% Convertible Promissory Note payable to our Chief Executive Officer. See Note 6 – Subsequent Events.

NOTE 4. – NOTES PAYABLE

Commencing in October 2009 through February 2010, the Company issued a series of 12% Senior Working Capital Notes and Revenue Participation Agreements totaling $687,500 in gross proceeds with net proceeds of $581,750 after related costs of $105,750.

Terms of the Senior Working Capital Notes included:

450,000 common shares issued to the Note investor for each $50,000 invested;

Mandatory partial conversions: In the event of a subsequent financing of $2,000,000 or more, 50% of the investors Note principal shall automatically be converted into common shares of the at a conversion price equal to 66.6% of the subsequent financing price;

Voluntary conversion: Following a Mandatory partial conversion, the Note investor may, at their option, convert the remaining 50% of their Note principal into common shares at a conversion price equal to 66.6% of the subsequent financing price;

Revenue participation agreement: Note holders receive a pro-rata portion of 1% of the Company’s revenues over 24 months from closing on 18 identified products; and

Registration rights were granted if the related common shares were not saleable under Rule 144 by the maturity date of the Notes, December 31, 2010.

In connection with the issuance of the Senior Working capital Notes, the Company recognized deferred financing costs of $105,750 and a discount on the Notes attributable to the common shares issued of $309,375. These costs were initially being accreted over the life of the Notes. Subsequent to issuance, and at March 31, 2010, the Notes were in default for failure to pay the required interest. As a result of the default, the Notes became immediately callable by the Note holders. Accordingly, the unaccreted balances remaining attributable to financing costs and Note discount were charged to interest expense.

As described in Note 6 - Subsequent Events, subsequent to year end, the terms of the 12% senior working capital notes were modified through a series of Amendment and Exchange Agreements and issuance of amended note agreements.

On March 25, 2010, the Company borrowed $50,000 under a Note agreement. The Note is due on or before the earlier of (a) the initial closing of the Company’s Private Placement transaction date March 22, 2010 or (b) August 30, 2010, the maturity date. The Note provides that in the event there is no closing of the Private Placement prior to the maturity date, the Note holder will forgive $25,000 and the related accrued interest. The Note bears interest at 12% per annum and may be prepaid at anytime; however, in the event of a prepayment, the Company is obligated to pay interest through the maturity date. The lender in this transaction is an officer of the placement agent in the Company’s Private Placement.

F-12

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(AUDITED)

NOTE 4. – NOTES PAYABLE (continued)

As described in Note 6 – Subsequent Events, in May 2010, the Private Placement was completed, and the Note and related accrued interest were paid-in-full.

NOTE 5. – STOCKHOLDERS’ EQUITY

Preferred Stock

We are authorized to issue up to 20,000,000 shares of preferred stock, $.0001 par value per share. Our board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the state of Florida, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. No shares of preferred stock have been issued or are outstanding.

Common Stock

We are authorized to issue up to 400,000,000 shares of common stock, $.0001 par value per share. As of March 31, 2010 we had 158,187,510 shares outstanding. Holders are entitled to one vote for each share of common stock (or its equivalent).

All share and per share information contained in this report gives retroactive effect to a 30 for 1 (30:1) stock split of our outstanding common stock effective March 17, 2010.

NOTE 6. – SUBSEQUENT EVENTS

2010 Unit Offering

On May 26, 2010, we completed a Unit Offering of our common stock and warrants raising gross proceeds of $2,400,000 and net proceeds of approximately $2,085,500 after offering related costs.

Each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. The Warrants expire three (3) years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. The Series B Warrant may not be exercised until after the Series A Warrant has been exercised in full and the Series C Warrant may not be exercised until after the Series B Warrant has been exercised in full. The selling price of the Units was $0.10 per Unit. Other than the exercise price and call provisions of each series of Warrant, all other terms and conditions of the warrants are the same.

In connection with the Private Placement the Company paid certain fees and commissions to a placement agent of approximately $240,000. In addition, the Company issued the placement agent and its assignees placement agent warrants to acquire up to 10% of the Units sold under the Private Placement. Each placement agent warrant is exercisable at $0.10 and includes one (1) share of common stock; one (1) Series A warrant; one (1) Series B Warrant; and one (1) Series C Warrant. The placement agent warrants are exercisable for a period of three (3) years from the date of issuance and include a cashless exercise and anti-dilution provision. The underlying Series A, Series B and Series C warrants are substantially the same as the warrants issued under the Private Placement, but contain a cashless exercise provision.

F-13

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(AUDITED)

NOTE 6. – SUBSEQUENT EVENTS (continued)

Merger Agreement

On April 15, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with H&H Imports, Inc. (“H&H”) and its wholly owned subsidiary, TV Goods Acquisition, Inc., pursuant to which the Company will be merged with a subsidiary of H&H and continue its business as a wholly owned subsidiary of H&H. H&H is subject to the reporting requirements of the Securities and Exchange Commission and its common stock is quoted on the Over-the-Counter Bulletin Board. H&H was organized under the laws of the state of Florida in November 2006 to purchase and sell at wholesale women’s handbags and other leather products recently introduced products into the marketplace. Under the terms of the Merger Agreement, the Company shareholders will receive shares of H&H common stock such that the Company shareholders would own approximately 98% of the total shares of H&H to be issued and outstanding following the merger. The transaction has been approved by the board of directors of H&H and the board of directors and holders of a majority of the voting stock of the Company. The transaction requires satisfaction of certain conditions to closing. Accordingly, there is no assurance that the merger will be completed.

Amendment and Restatement of Senior Working Capital Notes

Subsequent to year end, the company entered into a series of Amendment and Exchange Agreements, modifying the terms and conditions of their 12% Senior Working Capital Notes and Revenue Participation Agreements, which totaled $687,500.

The terms of the Amended and Restated Senior Working Capital Notes modified the terms of the original notes providing:

The revenue sharing provision was waived.

The definition of Subsequent Financing, which triggered certain conversion provisions, was modified such that Subsequent Financing was amended to mean prior to the note maturity date, the Company closes a reverse acquisition transaction whereby the Company becomes a reporting company under the Securities Exchange Act of 1934, as amended.

Interest payment provisions were modified such that in the event of a redefined Subsequent Financing, interest would be paid through the maturity date within thirty days.

Prepayment provisions were eliminated.

The partial mandatory conversion provisions were modified such that in the event of a subsequent financing, 100% of the outstanding notes shall automatically convert into common shares of the Company at the conversion price.

2009 and 2010 Equity Incentive Plans

In October 2009, the Board of Directors authorized the adoption of the 2009 Equity Incentive Plan (the “2009 Plan”), initially authorizing the issuance of up to 5,000,000 shares under this Plan. The 2009 Plan was required to be approved our shareholders prior to October 16, 2010 or any incentive stock options we may have awarded under the 2009 Plan will automatically convert into non-qualified options under terms and conditions determined by the Board, as nearly as is reasonably practicable in its sole determination, the terms and conditions of the incentive stock options being so converted.

On March 21, 2010, the Board authorized an amendment to the 2009 Plan, increasing the number of shares issuable under the Plan from 5,000,000 shares to 12,000,000 shares. On May 26, 2010, our Board of Directors granted 12,000,000 options, exercisable at $0.075 per share to two officers and directors of the Company. The shares vest over eighteen months from grant and are exercisable for five (5) years from grant date.

F-14

TV GOODS HOLDING CORPORATION
(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(AUDITED)

NOTE 6. – SUBSEQUENT EVENTS (continued)

On May 26, 2010, our Board of Directors and holders of a majority of our outstanding common stock authorized the 2010 Non Executive Equity Incentive Plan (“2010 Plan”) covering 10,000,000 shares of common stock. Following the adoption of the 2010 Plan, our Board granted options to purchase an aggregate of 9,000,000 shares of our common stock with an exercise price of $0.075 per share. The March 2010 options granted vest over eighteen months from the date of grant and are exercisable for five (5) years from their grant date.

In the event of any stock split of our outstanding common stock, the Board of Directors in its discretion may elect to maintain the stated amount of shares reserved under the 2009Plan or 2010 (collectively, the “Plans”) without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the Plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Plan options may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the Plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The Plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.

Note Payable – Related Party

On May 25, 2010, the Company issued an unsecured 12% Convertible Promissory Note to our Chief Executive Officer, formalizing a series of unsecured working capital advances to the Company totaling $107,513 at March 31, 2010. This note, totaling $107,000, matures May 25, 2011, and bears interest at 12% per annum, payoffs monthly, in cash. The note may be converted in full or in part at any time prior to maturity, at the option of the holder, at $0.075 per common share.

We have evaluated events and transactions that occurred subsequent to March 31, 2010 through May 26, 2010, the date the financial instruments were issued, for potential recognition or disclosure in the accompanying financial statements. Other than the disclosures shown, we did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.

F-15

H&H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS


	September 30, 2010			March 31, 2010
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	198,063		$	74,991
Accounts receivable, net		87,806			55,830
Due from related party		149,061			140,961
Inventories		49,685			46,188
Deferred productions costs		110,247			—
Prepaid expenses and other current assets		495,552			155,170
Total current assets		1,090,414			473,140

Property, plant and equipment, net		72,300			29,685

Total Assets	$	1,162,714		$	502,825

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	143,196		$	66,441
Loan from officer		107,000			107,513
Deferred revenue		197,187			136,450
Notes payable		27,293			737,500
Accrued interest related parties		4,494			2,321
Accrued expenses and other current liabilities		137,600			61,050
Total current liabilities		616,770			1,111,275

Commitments and contingencies

Stockholders' equity (deficit):
Preferred stock, $.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding at September 30, 2010 and March 31, 2010, respectively		—			—
Common stock, $.0001 par value; 400,000,000 shares authorized, 198,362,345 and 161,055,000 issued and outstanding at September 30, 2010 and March 31, 2010, respectively		19,837			16,106
Additional paid-in capital		3,851,672			293,269
Deficit accumulated during development stage		(3,325,565	)		(917,825	)
Total stockholders' equity (deficit)		545,944			(608,450	)

Total liabilities and stockholders' deficit	$	1,162,714		$	502,825

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

F-16

H&H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS


	Three Months Ended September 30, 2010			Six Months Ended September 30, 2010			Period From Inception (October 16, 2009) to September 30, 2010
	(unaudited)			(unaudited)			(unaudited)

Revenues	$	292,933		$	457,231		$	820,720
Cost of revenues		271,989			581,274			931,797

Gross profit (loss)		20,944			(124,043	)		(111,077	)

Operating expenses:
Selling, general and administrative expenses		1,356,951			1,926,539			2,432,997
Goodwill impairment		—			320,000			320,000
Total operating expenses		1,356,951			2,246,539			2,752,997

Loss from operations		(1,336,007	)		(2,370,582	)		(2,864,074	)

Other (income) expense:
Interest income - related party		(4,050	)		(8,100	)		(14,061	)
Other income		(5,793	)		(27,692	)		(38,639	)
Interest expenses - Notes payable		2,710			65,806			504,724
Interest expense - related party		3,294			7,144			9,467
		(3,839	)		37,158			461,491

Loss before income taxes		(1,332,168	)		(2,407,740	)		(3,325,565	)

Provision for income taxes		—			—			—

Net loss	$	(1,332,168	)	$	(2,407,740	)	$	(3,325,565	)

Loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding - basic and diluted		197,559,084			188,466,341

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

F-17

H&H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM INCEPTION (OCTOBER 16, 2009) TO SEPTEMBER 30, 2010


	Common Shares, $.0001 Par Value Per Share			Additional Paid-In Capital			Accumulated Deficit			Total
	Shares Issued	Amount		Additional Paid-In Capital			Accumulated Deficit			Total

Balance April 1, 2009	—	$	—	$	—		$	—		$	—
Initial founders shares	152,000,010		15,200		(15,200	)		—			—

Reverse merger transaction	2,867,490		287		(287	)		—			—

Shares issued in connection with senior working capital notes at $.05 per share	6,187,500		619		308,756			—			309,375

Loss	—		—		—			(917,825	)		(917,825	)

Balance April 1, 2010	161,055,000		16,106		293,269			(917,825	)		(608,450	)

Common stock issued towards settlement of notes payable at $.0667 per share (See Note 5)	10,307,345		1,031		686,469			—			687,500

Shares issued for services at $.18 per share	1,000,000		100		179,900			—			180,000

Common stock issued in Private Placement at $.10 per unit	26,000,000		2,600		2,597,400			—			2,600,000

Private Placement issuance costs	—		—		(332,186)			—			(332,186)

Share-based compensation at $.04 per share	—		—		426,820			—			426,820

Net loss								(2,407,740	)		(2,407,740	)

Balance September 30, 2010	198,362,345	$	19,837	$	3,851,672		$	(3,325,565	)	$	545,944

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

F-18

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS


	Six Months Ended September30, 2010			Period From Inception (October 16, 2009) to September 30, 2010
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net loss	$	(2,407,740	)	$	(3,325,565	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment		6,345			7,543
Amortization of discount on 12% convertible debt		—			309,375
Amortization of deferred financing costs		—			105,750
Share-based compensation		426,820			426,820
Shares issued for consulting services		180,000			180,000
Goodwill impairment		320,000			320,000
Changes in operating assets and liabilities:
Accounts receivable		(31,976	)		(87,806	)
Inventories, net		(3,497	)		(49,685	)
Deferred production costs		(110,247	)		(110,247	)
Prepaid expenses and other current assets		(340,383	)		(495,552	)
Accounts payable		76,755			143,196
Deferred revenue		60,737			197,187
Accrued interest related party		2,173			4,494
Accrued expenses and other current liabilities		76,550			137,600
Net cash used in operating activities		(1,744,463	)		(2,236,890	)

Cash flows from investing activities:
Merger transaction		(320,000	)		(320,000	)
Additions to property, plant and equipment		(48,961	)		(79,845	)
Net cash used in investing activities		(368,961	)		(399,845	)

Cash flows from financing activities:
Proceeds from issuance of 12% convertible debt		—			687,500
Costs associated with 12% convertible debt		—			(105,750	)
Proceeds of notes payable		27,295			77,295
Repayment of notes payable		(50,000	)		(50,000	)
Loans from related parties		(513	)		107,000
Loans to related party		(8,100	)		(149,061	)
Proceeds from private placement of common stock		2,600,000			2,600,000
Costs associated with private placement of common stock		(332,186	)		(332,186	)

Net cash provided by financing activities		2,236,496			2,834,798

Net cash increase in cash and cash equivalents		123,072			198,063
Cash and cash equivalents - beginning of period		74,991			—
Cash and cash equivalents - end of period	$	198,063		$	198,063

Supplemental disclosures of cash flow information:
Cash paid for interest	$	89,351		$	89,351
Cash paid for taxes		—		$	—
Common shares issued towards settlement of notes payable	$	687,500		$	687,500
Common shares issued for consulting services	$	180,000		$	180,000

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

F-19

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1. – DESCRIPTION OF OUR BUSINESS

H&H Import, Inc., a Florida Corporation (“H&H”), is a development stage company organized in November 2006 with operating subsidiaries (collectively referred to as “The Company) that market and distribute products and services through direct response channels. Our operations are conducted principally through our wholly-owned subsidiaries, TV Goods Holding Corporation, Inventors Business Center, LLC and TV Goods, Inc. Our primary channels of distribution are through television via infomercials (28.5 minute shows), short form spots (30 seconds to 5 minutes) and via shopping channels such as QVC, HSN and Shop NBC. Our business model is to initially test the potential commercial viability of a product or service with a limited media campaign to determine if a full-scale marketing campaign would be justified. If preliminary marketing results appear to justify an expanded campaign, we will develop and launch an expanded program. Secondary channels of distribution include the internet, retail, catalog, radio and print media. If a product or service can be initially marketed successfully in the US, then the campaign could be rolled out internationally through live shopping channels and through international distribution partners. Our executive offices are located in Clearwater, Florida.

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting of interim financial information. Pursuant to such rules and regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. Accordingly, these statements do not include all the disclosures normally required by accounting principles generally accepted in the United States for annual financial statements and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this report. The accompanying consolidated condensed balance sheet as of March 31, 2010 has been derived from our audited financial statements. The condensed consolidated statements of operations for the three months ended and six months ended September 30, 2010 and cash flows for six months ended September 30, 2010 are not necessarily indicative of the results or operations or cash flows to be expected for any future period or for the year ending March 31, 2011.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments (consisting of only normally recurring adjustments) necessary to present fairly the financial position and results of operations as of the dates and for the periods presented.

Effective May 28, 2010, the Company completed an Agreement and Plan of Merger (the “Merger Agreement”) with TV Goods Holding Corporation, a Florida corporation (“TV Goods”) and the Company’s wholly owned subsidiary, TV Goods Acquisition, Inc. (“Acquisition Sub”), pursuant to which TV Goods merged with Acquisition Sub and continues its business as a wholly owned subsidiary of the Company. H&H is subject to the reporting requirements of the Securities and Exchange Commission and its common stock is quoted on the Over-the-Counter Bulletin Board. Under the terms of the Merger Agreement, the TV Goods shareholders received shares of H&H common stock such that the TV Goods shareholders received approximately 98.8% of the total shares of H&H issued and outstanding following the merger. Accordingly, the transaction was recording following the reverse acquisition accounting under the provision of FASB ASC 805-40 (“FAS-141R”), whereby TV Goods became the accounting acquirer (legal acquiree) and H&H was treated as the accounting acquiree (legal acquirer). The historical financial records of TV Goods are those of the accounting acquirer adjusted to reflect the legal capital of the accounting acquiree.

Concurrent with the effective date of the reverse acquisition transaction, the Company adopted the fiscal year end of the accounting acquirer, March 31, 2010.

F-20

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Liquidity

As of September 30, 2010, we had approximately $198,000 in cash and cash equivalents. The accompanying consolidated condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation as a going concern. We have sustained substantial losses from operations since our inception, and such losses have continued through September 30, 2010. At September 30, 2010, we had an accumulated deficit of approximately $3.3 million.

We have commenced implementing, and will continue to implement, various measures to address our financial condition, including:

Continuing to seek debt and equity financing, funding through strategic partnerships.

In 2010, cash on hand and cash received in the Private Placement (defined below) is primarily being used to fund our ongoing operations including expanding our sales and marketing capabilities as well as for general working capital purposes.

All share and per share information contained in this report gives retroactive effect to a TV Goods 30 for 1 (30:1) forward stock split of our outstanding common stock effective March 17, 2010 and reverse acquisition transaction completed May 28, 2010.

Accounting Estimates

We also rely on assumptions such as volatility, forfeiture rate, and expected dividend yield when deriving the fair value of share-based compensation.

F-21

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Assumptions and estimates employed in these areas are material to our reported financial conditions and results of operations. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are recorded in the balance sheets at cost, which approximates fair value. All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.

Revenue Recognition

We recognize revenue from product sales in accordance with FASB ASC 605 — Revenue Recognition. Following agreements or orders from customers, we ship product to our customers often through a third party facilitator. Revenue from product sales is only recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customers order is received by them and we receive acknowledgment of receipt by a third party shipper.

We also offer our customers services consisting of planning, shooting and editing infomercials to aid in the Direct Response marketing of their product or service. In these instances, revenue is recognized when the contracted services have been provided and accepted by the customer. Deposits, if any, on these services are recorded as deferred revenue until earned. Costs associated with a given project are deferred until the related revenues are recognized. As of September 30, 2010, we had recognized deferred production costs of $110,247 and deferred revenues of $197,187.

Receivables

Accounts receivable consists of amounts due from the sale of our infomercial development services to our customers. It is common in our industry that deposits or advances be made prior to incurring costs associated with infomercial development projects. These advances are recorded in deferred revenue until earned. Accordingly, our accounts receivable balances, as a percentage of revenues, is smaller than other industries. Accounts receivables totaled $87,806 and $55,830 at September 30, 2010 and March 31, 2010, respectively. For the six months ended September 30, 2010, we recognized as uncollectable $15,750 in receivables. At March 31, 2010, no allowance for doubtful accounts was recognized.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using a first-in, first-out, or FIFO, method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value.

F-22

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property, Plant and Equipment, net

Earnings Per Share

The Company adopted FASB ASC 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For the period ending September 30, 2010, no potentially issuable shares were reflected in a diluted calculation as the inclusion of potentially issuable shares would be anti-dilutive.

Shares potentially issuable at September 30, 2010 and March 31, 2010 were as follows:


	September 30, 2010	March 31, 2010
Stock options	22,000,000	—
Warrants	78,000,000	—
Related Party convertible note	1,426,667	10,307,345
	101,426,667	10,307,345

In addition, the Company issued the placement agent and its assignees placement agent warrants to acquire up to 10% of the Units sold under the Private Placement. Each placement agent warrant is exercisable at $0.10 and includes one (1) share of common stock; one (1) Series A warrant; one (1) Series B Warrant; and one (1) Series C Warrant. The placement agent warrants are exercisable for a period of three (3) years from the date of issuance and include a cashless exercise and anti-dilution provision. The underlying Series A, Series B and Series C warrants are substantially the same as the warrants issued under the Private Placement, but contain a cashless exercise provision.

Election by the placement agent to exercise their rights under the agreement would result in the issuance of an additional 2,600,000 common shares and warrants to purchase an additional 7,800,000 common shares.

F-23

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-Based Payments

In May 2010, the Company adopted its 2010 Executive Equity Incentive Plan and 2010 Non Executive Equity Incentive Plan. In May 2010, the Board of Directors of TV Goods granted 12,000,000 options and 9,000,000 options, respectively, under these plans and such options were exchanged for Company options under the Merger Agreement. On July 15, 2010, the Company issued an additional 1,000,000 shares under the non Executive Equity Incentive Plan under terms similar to the May 2010 grant. We recognized share-based compensation expense in connection with these share-based awards, net of an estimated forfeiture rate over the service period of the award. We utilized the Black-Scholes option pricing model to estimate the fair value of our stock options. Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future.

The following table includes the assumptions used for options granted during the six months ended September 30, 2010. Stock-based compensation expense recognized totaled $280,503 and $369,753 for the three months and six months ended September 30, 2010, respectively, which has been allocated to general and administrative expenses. Options granted during the quarter ended June 30, 2010 were the first options issued by the Company.


Dividend yield			0%
Expected volatility			79%
Risk free interest rate			2.08%
Estimated holding period (years)			5

Information related to options granted under both our option plans at September 30, 2010 and for the six month period then ended is as follows:


	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value

Outstanding at March 31, 2010		—	$	—		—	$	—
Granted		22,000,000		0.075		4.67		—
Exercised		—		—		—		—
Forfeited		—		—		—		—
Expired		—		—		—		—
Outstanding at September 30, 2010		22,000,000	$	0.075		4.67	$	1,870,000
Exercisable at September 30, 2010		—		—		—		—

Impairment of Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from future undiscounted cash flows. Impairment losses are recorded for the excess, if any, of the carrying value over the fair value of the long-lived assets. No indicators of impairment existed for the three month and six months ending September 30, 2010, respectively.

F-24

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

Concentration of Credit Risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents and trade accounts receivable. Cash and cash equivalents are held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Concentration of credit risk with respect to our trade accounts receivable to our customers is primarily limited to approximately $87,806 at September 30, 2010. Credit is extended to our customers, based on an evaluation of a customer’s financial condition and collateral is not required. To date, we have not experienced any material credit losses.

Marketing and Advertising Costs

Marketing, advertising and promotional costs are expensed when incurred.

Fair Value Measurements

FASB ASC 820 — Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us at September 30 and June 30, 2010, respectively. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments.

F-25

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The three levels of the fair value hierarchy are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

New Accounting Standards

the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements;

the circumstances under which we should recognize events or transactions occurring after the balance sheet date in our financial statements; and

the disclosures that we should make about events or transactions that occur after the balance sheet date, but before the financial statements are issued or are available to be issued.

F-26

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

NOTE 3. – 2010 PRIVATE PLACEMENT

In July 2010, we completed a Private Placement (the “Private Placement”) of our common stock and warrants raising gross proceeds of $2,600,000 and net proceeds of approximately $2,267,814 after offsetting offering related costs. In connection with the offering, the Company issued 26,000,000 shares of common stock. Each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. The Warrants expire three (3) years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. The Series B Warrant may not be exercised until after the Series A Warrant has been exercised in full and the Series C Warrant may not be exercised until after the Series B Warrant has been exercised in full. The selling price of the Units was $0.10 per Unit.

Other than the exercise price and call provisions of each series of Warrant, all other terms and conditions of the warrants are the same.

In connection with the Private Placement, the Company paid certain fees and commissions to a placement agent of approximately $280,000. In addition, the Company issued the placement agent and its assignees placement agent warrants to acquire up to 10% of the Units sold under the Private Placement. Each placement agent warrant is exercisable at $0.10 and includes one (1) share of common stock; one (1) Series A warrant; one (1) Series B Warrant; and one (1) Series C Warrant. The placement agent warrants are exercisable for a period of three (3) years from the date of issuance and include a cashless exercise and anti-dilution provision. The underlying Series A, Series B and Series C warrants are substantially the same as the warrants issued under the Private Placement, but contain a cashless exercise provision.

NOTE 4. – RELATED PARTY TRANSACTIONS

During the fiscal year ended March 31, 2010, the Company loaned approximately $141,000, including approximately $6,000 in accrued interest, to an entity in which our Chairman’s brother is an officer and owner. Our Chairman had previously been an officer of that entity. The loans were made to fund certain projects which were believed to have potential mutual benefit to both the entity and the Company. The loans are unsecured, bear interest at 12% per annum and are payable on demand. This loan, including related accrued interest of approximately $14,000, totaled approximately $149,000 at September 30, 2010.

Our Chief Executive Officer loaned the Company funds to meet short-term working capital. These loans totaled $107,000 and $107,513, with related accrued interest of $4,494 and $2,321 at September 30, 2010 and March 31, 2010, respectively. The loans were unsecured and bear interest at 12% per annum. In May 2010, this obligation was formalized through the issuance of a 12% Convertible Promissory Note payable in the principal amount of $107,000. The Promissory Note is convertible into common shares of the Company at $0.075 per share and bears interest at 12% per annum. In connection with the issuance of this note, the Company recognized $57,067 in compensation expense representing the fair value of the conversion feature of the note. Assumptions used in the valuation of the conversion feature associated with this note included:

F-27

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 4. – RELATED PARTY TRANSACTIONS (continued)


Dividend yield		0%
Expected volatility		79%
Risk free interest rate		2.08%
Estimated holding period		5 years

NOTE 5. – NOTES PAYABLE

Commencing in November 2009 through March 2010, the Company issued a series of 12% Senior Working Capital Notes and Revenue Participation Agreements totaling $687,500 in gross proceeds with net proceeds of $581,750 after related costs of $105,750.

Terms of the Senior Working Capital Notes included:

450,000 common shares issued to the Note investor for each $50,000 invested;

Mandatory partial conversions: In the event of a subsequent financing of $2,000,000 or more, 50% of the investors Note principal would automatically be converted into common shares of the Company at a conversion price equal to 66.6% of the subsequent financing price;

Revenue participation agreement: Note holders receive a pro-rata portion of 1% of the Company’s revenues over 24 months from closing on 18 identified products; and

Registration rights were granted if the related common shares were not saleable under Rule 144 by the maturity date of the Notes, December 31, 2010.

In connection with the issuance of the Senior Working capital Notes, the Company recognized deferred financing costs of $105,750 and a discount on the Notes attributable to the fair value of the common shares issued of $309,375. These costs were initially being accreted over the life of the Notes. Subsequent to issuance, and at March 31, 2010, the Notes were in default for failure to pay the required interest. As a result of the default, the Notes became immediately callable by the Note holders. Accordingly, the unaccreted balances remaining attributable to financing costs and Note discount were charged to interest expense.

During the first fiscal quarter, the Company entered into a series of Amendment and Exchange Agreements, modifying the terms and conditions of their 12% Senior Working Capital Notes and Revenue Participation Agreements, which totaled $687,500.

The terms of the Amended and Restated Senior Working Capital Notes modified the terms of the original notes providing:

The revenue sharing provision was waived.

The definition of Subsequent Financing, which triggered certain conversion provisions, was modified such that Subsequent Financing was amended to mean prior to the note maturity date, the Company closed a reverse acquisition transaction whereby the Company becomes a reporting company under the Securities Exchange Act of 1934, as amended.

Interest payment provisions were modified such that in the event of a redefined Subsequent Financing, interest would be paid through the maturity date, December 31, 2010, within thirty days.

Prepayment provisions were eliminated.

F-28

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 5. – NOTES PAYABLE (Continued)

In May 2010, concurrent with the completion of the Merger Agreement, the Senior Working Capital Notes totaling $687,500 were converted into 10,307,345 common shares. Also, as provided in the amended note agreements, upon conversion, the note holders were paid interest through December 2010, the maturity date. The interest payment, made in cash, totaled $84,379.

In March 2010, the Company borrowed $50,000 under a note agreement. The note was due on or before the earlier of (a) the initial closing of the Company’s then pending Private Placement or (b) August 30, 2010, the maturity date. The note provided that in the event there was no closing of the Private Placement prior to the maturity date, the note holder will forgive $25,000 and the related accrued interest. The note carried an interest rate of 12% per annum and could be prepaid at anytime; however, in the event of a prepayment, the company was obligated to pay interest through the maturity date. The lender in this transaction was an officer of the placement agent in the Company’s Private Placement. In May 2010, upon completion of the Private Placement, the note and related accrued interest were paid-in full.

Our Chief Executive Officer loaned the Company funds to meet short-term working capital. These loans totaled $107,000 and $107,513, with related accrued interest of $4,494 and $2,321 at September 30, 2010 and March 31, 2010, respectively. The loans were unsecured and bear interest at 12% per annum. In May 2010, this obligation was formalized through the issuance of a 12% Convertible Promissory Note (the “Convertible Note”) in the principal amount of $107,000. The Convertible Note is convertible at $0.075 per share and bears interest at 12% per annum. In connection with the issuance of this note, the Company recognized $57,067 in compensation expense representing the fair value of the conversion feature of the note.

NOTE 6. – STOCKHOLDERS’ EQUITY

Preferred Stock

Common Stock

We are authorized to issue up to 400,000,000 shares of common stock, $.0001 par value per share. At September 30, 2010 and March 31, 2010, the Company had 198,362,345 and 161,055,000 shares outstanding, respectively. Holders are entitled to one vote for each share of common stock (or its equivalent).

All share and per share information contained in this report gives retroactive effect to a 30 for 1 (30:1) forward stock split of our outstanding common stock effective March 17, 2010 and the reverse acquisition transaction completed in May 2010.

F-29

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 6. – STOCKHOLDERS’ EQUITY (continued)

Merger Agreement

On April 15, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TV Goods, pursuant to which TV Goods was merged with a subsidiary of the Company and continue its business as a wholly owned subsidiary of H&H. Under the terms of the Merger Agreement, the TV Goods shareholders received shares of the Company common stock such that the TV Goods shareholders received approximately 98.8% of the total shares of the H&H issued and outstanding following the merger. Accordingly, the transaction was accorded reverse acquisition accounting treatment under the provision of FASB ASC 805-40 (“FAS-141R”), whereby the TV Goods became the accounting acquirer (legal acquiree) and H&H was treated as the accounting acquiree (legal acquirer). The historical financial records of TV Goods are those of the accounting acquirer adjusted to reflect the legal capital of the accounting acquiree.

Concurrent with the effective date of the reverse acquisition transaction, H&H adopted the fiscal year end of the accounting acquirer, March 31, 2010.

In July 2010, we completed a Private Placement of our common stock and warrants raising gross proceeds of $2,600,000 and net proceeds of approximately $2,267,814 after offering related costs. In connection with the offering, the Company issued 26,000,000 shares of common stock. Each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. The Warrants expire three (3) years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. The Series B Warrant may not be exercised until after the Series A Warrant has been exercised in full and the Series C Warrant may not be exercised until after the Series B Warrant has been exercised in full. The selling price of the Units was $0.10 per Unit.

On August 18, 2010, under the provisions of a three month consulting agreement, the Company issued 1,000,000 common shares. The shares issued had a fair value on the contract date of $180,000.

Equity Compensation Plans

In May 2010, the Company adopted its 2010 Executive Equity Incentive Plan and 2010 Non Executive Equity Incentive Plan (collectively, the “Plans”). In May 2010, the Board of Directors of TV Goods granted 12,000,000 options and 9,000,000 options, respectively, under TV Goods stock option plans and such options were exchanged for Company options under the Merger Agreement. On July 15, 2010, the Company issued an additional 1,000,000 shares under the Non Executive Incentive Plan under terms similar to the May 2010 grant.

Our Board of Directors granted 12,000,000 options under the Executive Equity Incentive Plan, exercisable at $0.075 per share to two officers and directors of the Company. The shares vest over eighteen months from grant and are exercisable for five (5) years from grant date (May 26, 2010). At September 30, 2010, there are no shares available for issuance under the Executive Equity Incentive Plan.

Our Board also granted options to purchase an aggregate of 9,000,000 shares of our common stock with an exercise price of $0.075 per share under the Non Executive Equity Incentive Plan. The options granted vest over eighteen months from the date of grant (March 26, 2010) and are exercisable for five (5) years from their grant date. At September 30, 2010, there were no shares available for future issuance under the Non Executive Equity Incentive Plan.

F-30

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 6. – STOCKHOLDERS’ EQUITY (continued)

In the event of any stock split of our outstanding common stock, the Board of Directors in its discretion may elect to maintain the stated amount of shares reserved under the Plans without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the Plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Plan options may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the Plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The Plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant.

NOTE 7. – SUBSEQUENT EVENTS

From October through November 2010, we sold Units containing common stock and warrants raising gross proceeds of $1,125,000 to 6 accredited investors. The selling price was $0.10 per Unit; each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one Series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. In connection with the offering, we issued 11,250,000 shares of common stock and warrants exercisable to purchase 33,750,000 shares of common stock (the “Warrants”). The Warrants expire three (3) years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. Other than the exercise price and call provisions of each series of Warrant, all other terms and conditions of the warrants are the same.

In connection with the 2010 Private Placement, we granted Columbia Capital Securities, Inc., a broker-dealer and a member of FINRA, as placement agent, 200,000 Series A Warrants to purchase one share of common stock exercisable at $0.15 per share; expiring three (3) years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions.

On October 13, 2010 TV Goods, Inc., a wholly owned subsidiary of the Company, entered into an Infomercial Production and Brand License Agreement (the “Sleek Agreement”) with Sleek Audio, LLC (“Sleek”) relating to the promotion and sale of certain Sleek products (the “Products”) via direct response television and other forms of marketing.

The Sleek agreement shall continue through April 22, 2015 (the “Initial Term”), unless earlier terminated as provided therein. Subject to certain conditions in the Sleek Agreement, upon expiration of the Initial Term, the Company shall have the option to renew the Sleek Agreement for an additional five (5) year period.

Under the terms of the Sleek Agreement, the Company and Sleek shall share equally in the net profits received by the Company from the sale of the Products by the Company.

F-31

H & H IMPORTS, INC. AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)

(UNAUDITED)

NOTE 7. – SUBSEQUENT EVENTS (continued)

On October 19, 2010, pursuant to the terms of the Sleek Agreement, the Company purchased 6.6312 limited liability company membership interests (the “Membership Interests”) representing percent (5%) of the outstanding Membership Interests of Sleek after giving effect to the transaction. The purchase price for the Membership Interests was $500,000. The $500,000 is intended to be used for Product tooling and working capital.

In November 2010, under a consulting agreement related to the Company’s investor relations activities, the Company issued 100,000 shares with a fair value of $15,000 on the contract date.

In November, 2010, the Company issued 150,000 shares under a Consulting and Management Agreement with a fair value on the contract date of $20,000.

On November 11, 2010, the Company entered into a Binding Memorandum of Understanding with Omni Reliant Holdings, Inc. to purchase all rights and properties to a line of cleaning and cleaning related products currently marketed as Professor Amos’ Wonder Products Line.

Under the agreement, the Company has agreed to pay $250,000 in cash and common shares with a fair value of $250,000 for these rights. In addition, the Company has agreed to reimburse the seller approximately $100,000 for existing inventory. Subject to certain conditions precedent, the Company anticipates entering into the definitive agreement and closing within 30 days of the Memorandum of Understanding.

The Professor Amos’ Product Line has been marketed successfully through infomercials, live shopping networks, retail outlets, and internationally, grossing approximately $5 million in its prior fiscal year.

We have evaluated events and transactions that occurred subsequent to June 30, 2010, through the date the financial statements were issued, for potential recognition or disclosure in the accompanying condensed consolidated financial statements. Other than the disclosures above, we did not identify any events or transactions through November 15, 2010 that should be recognized or disclosed in the accompanying condensed consolidated financial statements.

F-32

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24.

Indemnification of Directors and Officers

Our Bylaws provide to the fullest extent permitted by Florida law that our directors or officers shall not be personally liable to us or our shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of our Articles of Incorporation, as amended, is to eliminate our rights and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 25.

Other Expenses of Issuance and Distribution

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:


Nature of Expense		Amount

Transfer Agent Fees	$	2,500.00
SEC registration fee		3,335.99
Accounting fees and expenses		2,500.00
Legal fees and expenses		20,000.00
TOTAL *	$	28,335.99

———————

Estimated

Item 26.

Recent Sales of Unregistered Securities

Issuances Prior to Merger Agreement

During the year ended February 29, 2008, the Company issued 900,000 shares of common stock for services rendered at a value of $2,064.

During the year ended February 29, 2008, the Company issued 2,180,000 shares of common stock to an initial investor for cash of $5,000.

During the year ended February 29, 2008, the Company issued 150,000 shares of common stock to directors for services rendered at a value of $3,750.

II-1

During the year ended February 29, 2008, the Company issued 1,080,000 shares of common stock at $.025 per share, for a total of $27,000.

During the three months ended May 31, 2008 the Company issued 840,000 shares of common stock at $.025 per share, for a total of $21,000.

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

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

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

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

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

The securities issued above were issued under the exemption from registration provided by Section 4(2) of the Securities Act. The investor had access to information concerning the Company and the securities issued to the investor contain a legend restricting transferability absent registration or applicable exemption.

Merger Transaction

Pursuant to a Merger Agreement effective May 28, 2010 (the “Merger Agreement”) and in exchange for all of the outstanding shares of TV Goods Holding Corporation (“TV Goods”) common stock, effective May 28, 2010 (the “Closing Date”) holders of TV Goods common stock received 182,487,500 shares of the Company representing approximately 98.8% of the outstanding shares of the Company. The 108 TV Goods security holders also received warrants exercisable to purchase an additional 72,000,000 shares of the Company common stock in exchange for TV Goods warrants. The TV Good warrants are described below. In addition, 2,400,000 warrants were issued to Forge Financial Group, Inc. and its assignees (the “Placement Agent Warrants”) which are also described below. Options to purchase 21,000,000 shares of common stock were also issued to 8 TV Goods employees under pursuant to TV Goods stock option plans. The options are exercisable at $0.075 per share. The shares of common stock issued pursuant to the Merger Agreement contain the same rights, terms and preferences as the Company's currently issued and outstanding shares of common stock.

Prior to the Closing Date, TV Goods completed a private placement (“2010 Private Placement”) and sold 24,000,000 Units or $2,400,000, each Unit consisting of: (i) one Share of Common Stock (the “TV Goods Offering Shares”); (ii) one Series A Warrant to purchase one share of Common Stock exercisable at $0.15 per share; (iii) one Series B Warrant to purchase one share of Common Stock exercisable at $0.25 per share; and (iv) one Series C Warrant to purchase one share of Common Stock exercisable at $0.50 per share (the Series A Warrant, Series B Warrant and Series C Warrants, collectively the “TV Goods Offering Warrants”) at a price per Unit of $0.10; and in addition, TV Goods Holdings issued Placement Agent Warrants, to purchase at $0.10 per Unit, a number of Units equal to 10% of the Units sold under the TV Goods Holding Private Placement (the TV Goods Holding Offering Shares, TV Goods Holding Offering Warrants and TV Goods Placement Agent Warrants, together referred to as the “TV Goods Private Placement Securities”). The TV Goods Private Placement Securities were exchanged for Company securities pursuant to the Merger Agreement. In addition, prior to the Closing Date, TV Goods also had issued and outstanding Senior Working Capital Notes in the principal amount of $687,500 (“TV Goods Senior Notes”) which were held by 16 note holders. The TV Goods Senior Notes were converted into an aggregate of 10,307,345 shares of TV Goods Common Stock pursuant to the terms of such notes and the Merger Agreement.

See 2010 Private Placement below for further description of certain fees paid in connection with the private placement.

II-2

The securities issued to the TV Goods security holders were issued under the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D, Rule 506. The securities contain a legend restricting transferability absent registration or applicable exemption. The TV Goods security holders received current information about the Company and had the opportunity to ask questions about the Company. All of the TV Goods security holders were deemed accredited.

In connection with the Merger Agreement 3,000,000 shares of our outstanding shares of common stock were returned to treasury by certain shareholders of H&H and retired in consideration of $300,000.

On June 30, 2010, July 19, 2010, and July 27, 2010, the Company sold an additional 950,000 Units, 50,000 Units and 1,000,000 Units, respectively, to accredited investors at $0.10 per Unit resulting in the issuance of an additional 2,000,000 shares and 6,000,000 warrants under terms identical to those of the TV Goods Private Placement. The securities were issued under the exemption from registration provided by Section 4(2) of the Securities Act. The investors had access to information concerning the Company and the securities issued to the investors contain a legend restricting transferability absent registration or applicable exemption.

2010 Private Placement

From April 2010 through July 2010, we sold Units containing common stock and warrants raising gross proceeds of $2,600,000 (net proceeds of $2,267,814 after offering related costs of $332,186) to 64 accredited investors. We secured $2,495,000 prior to June 30, 2010 and $105,000 in July 2010. In connection with the 2010 Private Placement, we paid fees and commissions to Forge Financial Group, Inc., a broker-dealer and a member of FINRA, as placement agent, of $280,000. In addition, the Company granted Forge Financial Group, Inc. and its assignees a placement agent warrant to purchase up to a maximum amount of $260,000 worth of Units. The underlying Series A, Series B and Series C warrants are substantially the same as the warrants issued under the 2010 Private Placement, but contain a cashless exercise provision.

October 2010 Private Placement

From October through November 2010, we sold Units containing common stock and warrants raising gross proceeds of $1,125,000 to 6 accredited investors. The selling price was $0.10 per Unit; each Unit consists of: (1) one share of common stock, par value $0.0001 per share; (2) one Series A Warrant to purchase one share of common stock exercisable at $0.15 per share; (3) one Series B Warrant to purchase one share of common stock exercisable at $0.25 per share; and (4) one Series C Warrant to purchase one share of common stock exercisable at $0.50 per share. In connection with the offering, we issued 11,250,000 shares of common stock and warrants exercisable to purchase 33,750,000 shares of common stock (the “Warrants”). The Warrants expire three (3) years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions. Other than the exercise price and call provisions of each series of Warrant, all other terms and conditions of the warrants are the same. The securities were issued under the exemption from registration provided by Section 4(2) of the Securities Act. The investors had access to information concerning the Company and the securities issued to the investors contain a legend restricting transferability absent registration or applicable exemption.

In connection with the 2010 Private Placement, we granted Columbia Capital Securities, Inc., a broker-dealer and a member of FINRA, as placement agent, 200,000 Series A Warrants to purchase one share of common stock exercisable at $0.15 per share; expiring three (3) years from the date of issuance and are redeemable by the Company at $0.01 per share, subject to certain conditions.

On October 18, 2010, under a consulting agreement related to the Company’s investor relations activities, the Company issued 156,250 shares of common stock with a fair value of $25,000 on the contract date. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. The shares contain a legend restricting their transferability absent registration or applicable exemption. The consultant received current information about the Company and has the opportunity to ask questions about the Company.

November Private Issuances

In November 2010, under a consulting argument related to the Company’s investor relations activities, the Company issued 100,000 shares with a fair value of $15,000 on the contract date. In addition, in November, 2010, the Company issued 150,000 shares under a financial advisory consulting agreement with a fair value on the contract date of $20,000. The securities issued to the consultant and advisor were issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. The securities contain a legend

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restricting transferability absent registration or applicable exemption. The consultant and advisor received current information about the Company and had the opportunity to ask questions about the Company.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 27.

Exhibits


Exhibit Number		Description
2.1		Agreement and Plan of Merger effective May 28, 2010 (1)
3.1		Articles of Incorporation (2)
3.2		Amendment to Articles of Incorporation dated April 18, 2008 (2)
3.3		Amendment to Articles of Incorporation dated August 5, 2010 (3)
3.4		Bylaws of H&H Imports, Inc. (2)
4.1		Form of Series A, B and C Warrant (1)
4.2		Form of Placement Agent Warrant (1)
4.3		Convertible Promissory Note issued to Steven Rogai (1)
4.4		Form of Series A-1, B-1 and C-1 Warrant (*)
5.1		Opinion of Quintairos, Prieto, Wood & Boyer, P.A. as to the legality of the Shares (to be filed by amendment)
10.1		Employment Agreement with Kevin Harrington (1)
10.2		Executive Equity Incentive Plan (3)
10.3		Non Executive Equity Incentive Plan (3)
10.4		Lease Agreement (to be filed by amendment)
10.6		Form of 2010 Private Placement Subscription Agreement (*)
10.7		Form of October 2010 Private Placement Subscription Agreement (*)
10.8		Infomercial Production and Brand License Agreement (to be filed by amendment)
16.1		Letter of Former Accountant (4)
21.1		List of subsidiaries of the Company (*)
23.1		Consent of Jewett, Schwartz, Wolfe & Associates (*)
23.2		Consent of Quintairos, Prieto, Wood & Boyer, P.A. (included in Exhibit 5.1)

———————

Filed herewith

(1)

Incorporated by reference to the Company’s current report on Form 8-K dated May 28, 2010 filed on June 4, 2010.

(2)

Incorporated by reference to the Company’s registration statement on Form S-1 filed April 24, 2008.

(3)

Incorporated by reference to the Company’s Schedule 14C Definitive Information Statement filed on July 8, 2010.

(4)

Incorporated by reference to Form 8-K dated June 22, 2010 filed on June 24, 2010.

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Item 28.

Undertakings

The undersigned Registrant hereby undertakes to:

(1)

File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i)

Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

Include any additional or changed material information on the plan of distribution.

(2)

For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3)

File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement registration statement or prospectus that is part of the relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Clearwater, Florida on November 22, 2010.


	H&H IMPORTS, INC.

	By:	/s/ Steve Rogai
		Steve Rogai
		Chief Executive Officer and
		Principal Executive Officer


	By:	/s/ Steve Rogai
		Steve Rogai
		Principal Financial Officer and
		Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Steve Rogai	Chief Executive Officer and	November 22, 2010
Steve Rogai	Director

/s/ Michael Cimino	Director	November 22, 2010
Michael Cimino

/s/ Kevin Harrington	Senior Executive Officer and	November 22, 2010
Kevin Harrington	Chairman of the Board of Directors

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EXHIBIT LIST


Exhibit Number		Description
4.4		Form of Series A-1, B-1 and C-1 Warrant
10.6		Form of 2010 Private Placement Subscription Agreement
10.7		Form of October 2010 Private Placement Subscription Agreement
21.1		List of subsidiaries of the Company
23.1		Consent of Jewett, Schwartz, Wolfe & Associates

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