Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010
COMMISSION FILE NUMBER: 000-53385
THREE SHADES FOR EVERYBODY, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 87-0430015
(State of Incorporation) (I.R.S. Employer ID Number)
1150 Silverado, Ste. 204
La Jolla, California 92037
Tel: 858-459-1133
Fax: 858-459-1103
(Address and telephone number of principal executive offices)
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 [X] 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.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of Registrant's shares of common stock, $0.001 par value, outstanding
as of May 9, 2010 was 153,572.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended March 31,
2010, prepared by the company, immediately follow.
2
THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
As of As of
March 31, June 30,
2010 2009
------------ ------------
ASSETS
Current Assets
Cash $ -- $ --
------------ ------------
Total Assets $ -- $ --
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ -- $ --
Payable to Related Party Note 6 5,000 5,000
------------ ------------
TOTAL LIABILITIES 5,000 5,000
Stockholders' Equity (Deficit)
Preferred stock, $.001 par value 50,000,000 shares authorized,
no shares issued or outstanding
Common stock, $.001 par value 200,000,000 shares authorized,
153,572 shares issued and outstanding as of 6/30/2009 and 3/31/10 153 153
Additional paid in capital 1,451,141 1,451,141
Retained Earnings (Deficit) (1,456,294) (1,456,294)
------------ ------------
Total Shareholders' Equity -- --
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ --
============ ============
See Notes to Financial Statements
3
THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
From Inception
July 23, 1985
Nine Months Ended through
March 31, March 31,
2010 2009 2010
----------- ----------- -----------
Revenue $ -- $ -- $ 4,290,136
----------- ----------- -----------
Total Revenue -- -- 4,290,136
Operating Expenses -- -- 5,746,430
----------- ----------- -----------
Net Income (Loss) $ -- $ -- $(1,456,294)
=========== =========== ===========
Basic and diluted earning
(Loss) per Share -- --
----------- -----------
Weighted average number of
common shares outstanding 153,572 153,572
See Notes to Financial Statements
4
THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
From Inception
July 23, 1985
Nine Months Ended through
March 31, March 31,
2010 2009 2010
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ -- $ -- $ (1,456,294)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATIONS -- -- (1,456,294)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY INVESTING ACTIVITIES -- -- --
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for cash -- -- --
Common Stock issued for services -- -- --
Common Stock issued for debt cancelled -- -- --
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- --
------------ ------------ ------------
NET INCREASE (DECREASE) -- -- --
------------ ------------ ------------
CASH BEGINNING OF PERIOD -- -- --
------------ ------------ ------------
CASH END OF PERIOD $ -- $ -- $ --
============ ============ ============
Supplemental Disclosures of Cash Flow Information
Interest paid $ -- $ -- $ --
------------ ------------ ------------
Income taxes paid $ -- $ -- $ --
------------ ------------ ------------
See Notes to Financial Statements
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANY
Three Shades for Everybody, Inc. (the "Company"), was incorporated in the state
of Delaware on July 23, 1985 as Na Pali Funding, Inc. The Company was organized
to invest in other firms and in 1987 the Company approved the acquisition of
Vutek Systems, Inc., a California corporation, and a name change to Vutek
Systems, Inc. As a result of this acquisition, the Company was primarily engaged
in the design, manufacture, and sale of image capturing or processing products
for IBM personal computers and compatibles until 1990. On July 9, 1999 the
Company changed its name to Three Shades for Everybody, Inc. The Company
currently has no operations and is considered a development stage enterprise.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a June 30 year-end.
b. EARNINGS PER SHARE
The Company computes net income (loss) per share in accordance with the FASB
Accounting Standards Codification ("ASC"). The ASC specifies the computation,
presentation and disclosure requirements for earnings (loss) per share for
entities with publicly held common stock.
Basic net earnings (loss) per share amounts are computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
c. ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
d. REVENUE RECOGNITION
The Company recognizes revenues and the related costs when persuasive evidence
of an arrangement exists, delivery and acceptance has occurred or service has
been rendered, the price is fixed or determinable, and collection of the
resulting receivable is reasonably assured. Amounts invoiced or collected in
advance of product delivery or providing services are recorded as deferred
revenue. The Company accrues for warranty costs, sales returns, bad debts, and
other allowances based on its historical experience.
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(unaudited)
e. CASH and CASH EQUIVALENT
For the Balance Sheet and Statements of Cash Flows, all highly liquid
investments with maturity of three months or less are considered to be cash
equivalents.
f. STOCK-BASED COMPENSATION
The Company records stock-based compensation in accordance with the FASB
Accounting Standards Classification using the fair value method. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. Equity instruments issued to employees
and the cost of the services received as consideration are measured and
recognized based on the fair value of the equity instruments issued.
g. INCOME TAXES
Income taxes are provided in accordance with the FASB Accounting Standards
Classification. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss carry
forwards. Deferred tax expense (benefit) results from the net change during the
year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
h. IMPACT OF NEW ACCOUNTING STANDARDS
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position, or cash flow.
NOTE 3. STOCKHOLDERS' EQUITY
COMMON STOCK
The Company has authorized share capital of two hundred million (200,000,000)
shares of common stock, having one hundredth of a cent ($0.001) par value per
share, and fifty million (50,000,000) shares of preferred stock, also having one
hundredth of a cent ($0.001) par value per share.
In the year ended June 30, 1987 the Company went public, issuing 1,400,000
units, each consisting of one share and two warrants, at a price of $0.05 per
unit. Also in that year it acquired VuTek Systems, Inc., in a stock for stock
exchange which resulted in the issuance of an additional 3,421,000 shares.
Additional shares were issued in 1988, 1989, and 1990 as a result of warrant
exercises, private placements, and issuances for services.
By June 30, 1990 the Company had a total of 11,872,069 shares issued and
outstanding. In that year the Company completed the closure of its business and
became dormant. In 1994 the number of shares issued and outstanding remained at
11,872,069, however the additional paid in capital was increased by $463,937 as
a result of the expiration and forgiveness of debt through the Statute of
Limitations.
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(unaudited)
In 1996 19,000,000 shares were issued for services and in 1999, with a total of
30,872,069 shares outstanding, a 1 for 100 reverse split was voted which reduced
the total number of shares issued and outstanding to 308,721. Also in June 1999
1,000,000 shares were issued in a private placement, bringing the total
outstanding to 1,308,721 shares.
In the year ended June 30, 2000 there was a forward split of 2.8 for 1, bringing
the total number of shares outstanding to 3,664,419. Additional shares were
issued in that year bringing the total outstanding to 4,096,575.
The total number of shares issued and outstanding remained at 4,096,575 until
July 23, 2007. On that date an additional 5,100,000 shares were issued to the
Company's officers in exchange for services and as reimbursement for expenses
paid on behalf of the company, bringing the total outstanding to 9,196,575
shares.
On July 24, 2008 the Company, with the consent of its majority shareholder,
adopted a resolution calling for a reverse split of its issued and outstanding
common stock at a ratio of one (1) new share for each sixty (60) old shares. As
a result the total number of common shares issued and outstanding was reduced to
153,572. No further changes in the number of common shares issued and
outstanding occurred during the year ended June 30, 2009 and no changes occurred
during the nine months ended March 31, 2010. There are no preferred shares
issued and outstanding.
NOTE 4. EARNINGS PER SHARE
The computations of earnings per share for the Nine months ended March 31, 2010
and 2009 are as follows:
2010 2009
---------- ----------
INCOME/LOSS PER COMMON SHARE, BASIC
Numerator Net income (loss) $ 0 $ 0
Denominator Weighted-average shares 153,572 153,572
---------- ----------
Net loss per common share $ 0 $ 0
========== ==========
For the nine months ended March 31, 2010 there were 5,000,000 shares issuable
under the terms of a convertible note held by the president of the Issuer.
However, since there was no income and no loss the diluted earnings per share
were the same as basic earnings per share at all times.
NOTE 5. INCOME TAXES
There was no income and no provisions for income taxes for the years ended June
30, 2009 and 2008 or for the nine month periods ended March 31, 2010 and 2009.
NOTE 6. RELATED PARTY TRANSACTIONS
As set forth in Note 3 above, on July 23, 2007 a total of 5,100,000 shares were
issued to the Company's two officers in exchange for services and as
reimbursement for expenses paid on behalf of the company. During the year ended
June 30, 2009, an officer of the company advanced $ 5,000 to cover recurring
expenses. The balance payable to this related party is $ 5,000 as of March 31,
2010. A note for this sum is held by that officer and its terms provide that the
note may be converted, in whole or in part, into common shares in the Company at
par value ($0.001).
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2010
(unaudited)
NOTE 7. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's financial position and
operating results raise substantial doubt about the Company's ability to
continue. The Company has had no operating revenue since 1990 and is currently
not operating.
The ability of the Company to continue as a going concern is dependent upon
developing sales and obtaining additional capital and financing. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
NOTE 8. SUBSEQUENT EVENT
There are no subsequent events to report.
NOTE 9. COMMITMENT AND CONTIGENCY
The only commitment or contingency to disclose during the nine months ended
March 31, 2010 is the convertible note payable to an officer of the Company
discussed at Notes 4 and 6 above.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. Our actual results could differ materially from those
discussed in this report.
BUSINESS AND PLAN OF OPERATION
Three Shades For Everybody, Inc. (the "Company"), was incorporated on July
23, 1985 under the laws of the State of Delaware. The Company intended to
acquire or invest in other businesses and in 1987 the Company approved the
acquisition of Vutek Systems, a California business engaged in the design,
manufacture, and sale of image capturing boards for use in personal computers.
The name of the Company was then changed to Vutek Systems, Inc. Vutek's
operations ceased in 1990 and the Company remained dormant until 1999 when its
name was changed to Three Shades For Everybody, Inc. in anticipation of
acquisition of an apparel design and manufacturing business. The acquisition was
not completed and the Company once again became dormant until present efforts to
revive it began in 2007.
From 1990 to the present time the Company has been inactive and could be
deemed to be a so-called "shell" company. As a "shell" company, our sole purpose
at this time is to locate and consummate a merger or acquisition with a private
entity. We have not yet identified any company or companies which we hope to
merge with or acquire. Nor have we identified any industry or market segment in
which we will concentrate our search.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2010 we had no assets and liabilities of $5,000 and we had
an accumulated deficit of $1,456,294. As of June 30, 2009, our last year end, we
also had no assets and liabilities of $5,000 and we had an accumulated deficit
of $1,456,294. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the closing of a merger with or
acquisition of an operating business.
We are dependent upon our officers to meet any de minimis costs that may
occur. Our two officers and directors have agreed to provide the necessary
funds, without interest, for the Company to comply with the Securities Exchange
Act of 1934, as amended, provided that they are officers and directors of the
Company when the obligation is incurred. All advances are interest-free.
RESULTS OF OPERATIONS
The Company has no current operations and does not have any revenues or
earnings from operations. Moreover, the Company has had no operations and no
revenues since 1990, and no operations will develop unless and until the Company
is successful in its plan to merge with or acquire an operating business.
GOING CONCERN
The accompanying financial statements are presented on a going concern
basis. The company's financial condition raises substantial doubt about the
Company's ability to continue as a going concern. The Company does not have cash
or other material assets nor does it have any operations or revenues from
operations. It is relying on advances from stockholders, officers and directors
to meet its limited operating expenses.
10
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any 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
investors.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management team, under the supervision and with the participation of
our principal executive officer and our principal financial officer, evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act, as of the last day of the fiscal period covered by this report,
March 31, 2010. The term disclosure controls and procedures means our controls
and other procedures that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to management, including our
principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. Based on this evaluation, our principal executive officer and our
principal financial officer concluded that, as of March 31, 2010, our disclosure
controls and procedures were effective at a reasonable assurance level.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting
during the fiscal quarter ended March 31, 2010 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes to the risks to our business from those
described in our initial Form 10 filing as filed with the SEC on August 25,
2008.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
11
ITEM 6. EXHIBITS
No. Description
--- -----------
31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or
Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 10, 2010 THREE SHADES FOR EVERYBODY, INC.
By: /s/ Daniel Masters
---------------------------------
Daniel Masters
President, CEO, and Director
By: /s/ Dominique Garcia
---------------------------------
Dominique Garcia
Treasurer, CFO, and Director
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