UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

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 FORM 10-Q

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

For the quarterly period ended June 30, 2015

 

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

Commission File Number 000-53976

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒  Yes  ☐  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒  Yes  ☐  No

 

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

 

	Large Accelerated Filer	☐		Accelerated Filer	☐
	Non-Accelerated Filer	☐		Smaller Reporting Company	☒

 

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

☐  Yes  ☒  No

As of August 12, 2015, there were 58,202,278 shares of the registrant’s $0.001 par value common stock issued and outstanding.

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

TABLE OF CONTENTS

		Page
PART I.                 FINANCIAL INFORMATION
ITEM 1.	CONDENSED UNAUDITED FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 4.	CONTROLS AND PROCEDURES	11
PART II.               OTHER INFORMATION
		12
ITEM 1.	LEGAL PROCEEDINGS
ITEM 1A.	RISK FACTORS	12
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	12
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12
ITEM 4.	MINE SAFETY DISCLOSURES	12
ITEM 5.	OTHER INFORMATION	12
ITEM 6.	EXHIBITS	13

Special Note Regarding Forward-Looking Statements

 

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

 

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

 

 

PART I - FINANCIAL INFORMATION

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

 

 

ITEM 1.

CONDENSED FINANCIAL STATEMENTS

 

INDEX
Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2015 and December 31, 2014	F-1
Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) for the Three and Six Months Ended June 30, 2015 and 2014.	F-2
Condensed Consolidated Statement of Cash Flows (unaudited) for the Six Months Ended June 30, 2015 and 2014.	F-3
Notes  to Condensed Consolidated Financial Statements Unaudited	F-4

 

 

 

 

 

 

 

 

 

 

 

 

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

CONDENSED CONSOLIDATED BALANCE SHEET

(UNAUDITED)

		June 30,				December 31,
		2015				2014
ASSETS
Current assets:
Cash and cash equivalents		$	—				7,140
Accounts receivable (net)			79,592				946
Prepaid expenses and other assets			6,900				29,848
Inventory			26,327				61,060
Total current assets			112,819				98,994
Property and equipment, net			27,784				33,351
Total assets		$	140,603				132,345
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	300,496				321,867
Deferred Revenue			10,126				8,980
Accrued expenses			966,249				916,156
Due to shareholders			105,138				93,138
Demand loan			150,000				150,000
Related party, demand loan			1,634,478				1,626,978
Total current liabilities			3,166,487				3,117,119
Total liabilities		$	3,166,487				3,117,119
Stockholders’ Deficit
Preferred stock, par value $0.001, 100,000,000 shares authorized, none issued and outstanding
Common stock, par value $0.001, 1,081,100,000.shares authorized, 58,202,278 and 51,202,278 shares issued and outstanding as of June 30, 2015 and December 31, 2014			58,202				51,202
Additional Paid-in Capital			6,760,480				6,697,480
Accumulated other comprehensive income			5,790				19,334
Accumulated deficit			(9,850,356	)			(9,752,790	)
Total stockholders' deficit			(3,025,884	)			(2,984,774	)
Total liabilities and stockholders' deficit		$	140,603				132,345

 

 

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

 

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

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

		For the three months ended								For the six months ended
		June 30,				June 30,				June 30,				June 30,
		2015				2014				2015				2014
Revenue, net			85,119				117,296				88,575				224,091
Cost of sales			32,920				61,867				34,733				118,466
Gross profit			52,199				55,429				53,842				105,625
Operating Expenses
Selling expenses			312				5,190				642				15,677
General and administrative expenses			75,495				338,013				147,857				614,079
Depreciation and amortization			2,784				6,567				5,568				13,296
Total operating expenses			78,591				349,770				154,067				643,052
Loss from operations			(26,392	)			(294,341	)			(100,225	)			(537,427	)
Non-operating income (expenses)
Other income			9				—				159				—
Loss on early lease termination			—				—				(6,605	)			—
Foreign currency transaction gain			58,371				25,935				12,046				35,757
Net income (loss) before interest and taxes			31,988				(268,406	)			(94,625	)			(501,670	)
Interest expense			(835	)			(17,471	)			(2,941	)			(33,465	)
Net income (loss) before income taxes			31,153				(285,877	)			(97,566	)			(535,135	)
Income taxes			—				—				—				—
Net income (loss)			31,153				(285,877	)			(97,566	)			(535,135	)
Foreign currency translation adjustment			(63,712	)			(25,112	)			(13,544	)			(33,713	)
Comprehensive loss			(32,559	)			(310,989	)			(111,110	)			(568,848	)
Income (loss) per share of common stock			(0.00	)			(0.35	)			(0.00	)			(0.66	)
Weighted average shares of common  stock outstanding			57,535,611				810,180				55,202,278				810,180

 

 

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

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

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

		For the six months ended
		June 30,				June 30,
		2015				2014
Cash flows from operating activities
Net loss		$	(97,566	)		$	(535,135	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			5,567				13,296
Allowance for doubtful accounts			—				(4,435	)
Changes in operating assets and liabilities:
Accounts receivable			(78,646	)			11,822
Prepaid expenses and other assets			22,948				(5,224	)
Inventory			34,733				33,454
Accounts payable			(21,371	)			(31,710	)
Deferred revenue			1,146				5,839
Accrued expenses			50,093				232,459
Net cash used in operating activities			(83,096	)			(279,634	)
Cash flows from financing activities
Proceeds from loan from shareholder			12,000				—
Repayment of loan from shareholder			—				(1,880	)
Proceeds from the sale of common stock			70,000				—
Proceeds from related party demand loan			7,500				293,090
Repayment of related party demand loan			—				(19,500	)
Net cash provided by financing activities:			89,500				271,710
Effect of foreign currency translation on cash and cash equivalents			(13,544	)			(343	)
Net increase (decrease) in cash			(7,140	)			(8,267	)
Cash - beginning of period			7,140				11,728
Cash - end of period		$	—			$	3,461

 

 

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

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

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

Note 1. Organization and Business

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

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

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

Going Concern, Liquidity and Management's Plan

As of June 30, 2015 our Company has accumulated losses of $9,850,356 since inception and has earned no net income since inception. Our Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2015. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2. Related Party Transactions

As of June 30, 2015 and December 31, 2014, our Company was obligated to Steve Suk, a Director of Horiyoshi the Third Limited, for a non-interest bearing demand loan with a balance of $105,138 and $93,138, respectively. During the six months ended June 30, 2015, the director loaned the company an additional $12,000. These amounts are included on the balance sheet under “Due to shareholders”.

As of June 30, 2015 and December 31, 2014, our Company was obligated to Lone Star Capital Limited, for a non-interest bearing demand loan with a balance of $1,634,478 and $1,626,978, respectively. During the six months ended June 30, 2015 Lone Star Capital Limited, loaned the company an additional $7,500. These amounts are included on the balance sheet under “Related party, demand loan”.

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

Our Company has retained Juna Chung, the wife of our Company’s CEO, as a general assistant, designer, and fashion consultant. During the six months ended June 30, 2015, we have paid her consulting fees of $8,400.

Note 3. Capital Transactions

On April 5, 2015 the Company entered into subscription agreements with two investors for the issuance of 5,000,000 shares of common stock at a price of $0.01 per share for total proceeds of $50,000. This transaction increased the number of shares issued and outstanding to 56,202,278.

On May 19, 2015 the Company entered into a subscription agreement with an investor for the issuance of 2,000,000 shares of common stock at a price of $0.01 per share for total proceeds of $20,000. This transaction increased the number of shares issued and outstanding to 58,202,278.

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

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

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

Overview

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

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

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

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

Results of Operations

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the three and six months ended June 30, 2015 and June 30, 2014.

Operating results for the three and six months June 30, 2015 and June 30, 2014 are summarized below:

		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		June 30, 2015				June 30, 2014				June 30, 2015				June 30, 2014
Revenue		$	85,119			$	117,296			$	88,575			$	224,091
Cost of Sales			32,920				61,867				34,733				118,466
Gross Profit			52,199				55,429				53,842				105,625
Expenses			78,591				349,770				154,067				643,052
Other income			58,380				25,935				5,600				35,757
Interest expense			835				17,471				2,941				33,465
Net Income (Loss)		$	31,153			$	(285,877	)		$	(97,566	)		$	(535,135	)

Revenue

We earned revenues of $85,119 for the three months ended June 30, 2015 compared to revenues of $117,296 for the three months June 30, 2014. For the six months ended June 30, 2015 we earned revenues of $88,575 compared to $224,091 for the corresponding period in 2014. Revenues decreased in the three and six months periods as a result budget constraints leading to decreased production and a lack of new season inventory.

 

Cost of Goods Sold

 

Cost of goods sold for the three months ended June 30, 2015 were $32,920 compared to $61,867 for the three months ended June 30, 2014. Cost of goods sold represented 39% of sales for the three months ended June 30, 2015 as compared to 53% for the three months ended June 30, 2013. For the six months ended June 30, 2015, cost of goods sold were $34,733, or 39% of sales, compared to $118,466, or 53% of sales, for the six months ended June 30, 2014. The decrease in cost of goods sold as a percentage of sales for the three and six month periods ended June 30, 2015, is the result of the sale of old season inventory to wholesale discount retailers. The majority of the items sold had values that were written down below cost in previous quarters which caused an increase in gross margin for the three and six months periods ended June 30, 2015.

 

Expenses

Our total expenses for the three and six months ended June 30, 2015 and 2014 are outlined in the table below:

		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		June 30, 2015				June 30, 2014				June 30, 2015				June 30, 2014
Selling		$	312			$	5,190			$	642			$	15,677
General and administrative			75,495				338,013				147,857				614,079
Depreciation			2,784				6,567				5,568				13,296
Total expenses		$	78,591			$	349,770			$	154,067			$	643,052

 

For the three months ended June 30, 2015 expenses decreased $271,179, or 76%, to $78,591 as compared to $349,770 for the corresponding period in 2014. For the six months ended June 30, 2015 expenses decreased $488,985 or 76%, to $154,067 as compared to $643,052 for the corresponding period in 2014. This decrease can be attributed to a management’s implementation of an aggressive cost cutting initiative which led to decreases in travel, meals and entertainment expense, consulting fees, and office expenses.

Liquidity and Financial Condition

Working Capital
			At June 30, 2015				At December 31, 2014				Change
Current Assets		$	112,819			$	98,994			$	13,825
Current Liabilities		$	3,166,487			$	3,117,119			$	(49,368	)
Working Capital		$	(3,053,668	)		$	(3,018,125	)		$	(35,543	)

 

 

Cash Flows
			Six Months Ended June 30, 2015				Six Months Ended June 30, 2014
Net Cash Used in Operating Activities		$	(83,096	)		$	(279,634	)
Net Cash Provided by Investing Activities		$	—			$	—
Net Cash Provided by Financing Activities		$	89,500			$	271,710
Net Effect of Foreign Currency Translation		$	(13,544	)		$	(343	)
Net (Decrease) Increase in Cash During the Period		$	(7,140	)		$	(8,267	)

For the six months ended June 30, 2015, net cash used in operating activities was $83,096 as a result of changes in our working capital and a six month net loss of $97,566.

For the six months ended June 30, 2015, net cash provided by financing activities was $89,500 as a result of loans received from shareholders and related parties as well as proceeds received from the sale of common stock.

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

Liquidity and Capital Resources

Growth of our operations will be based on our ability to internally finance from cash flow, raise equity and/or debt to increase sales and production. Our primary sources of liquidity are: (i) cash from sales of our products; and (ii) financing activities. Our cash balance as of June 30, 2015 is $0.

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

As of June 30, 2015, our Company was obligated to Steve Suk, a Director of Horiyoshi the Third Limited, for a non-interest bearing demand loan with a balance of $105,138.

As of June 30, 2015, our Company was obligated to Lone Star Capital Limited, a related party, for a non-interest bearing demand loan with a balance of $1,634,478.

As of June 30, 2014, our Company was obligated to AMS Holdings Limited, for a non-interest bearing demand loan with a balance of $150,000.

Plan of Operation and Cash Requirements

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

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

 

Going Concern

For the six months ended June 30, 2015, our Company incurred a loss of $97,566 and an accumulated deficit of $9,850,356. Our Company intends to fund operations through operational cash flow and equity/debt financing arrangements. These sources may be insufficient to fund its capital expenditures, working capital and other cash requirements for the future. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about our Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Use of estimates

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

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

Revenue recognition

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

 

Item 4. Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors.

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

 

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

 

 

Item 6. Exhibits

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

SIGNATURES

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

		HW HOLDINGS, INC.
		(Registrant)
Dated: August 18, 2015		/s/ Kerry Chung
		Kerry Chung
		President, Chief Executive Officer, Chief Financial Officer and Secretary
		(Principal Executive Officer, Principal Finance Officer and Principal Accounting Officer)

 

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