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, 2011
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 [ ] No [X]
The number of Registrant's shares of common stock, $0.001 par value, outstanding
as of May 9, 2011 was 2,243,500.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended March 31,
2011, prepared by the company, immediately follow.
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
As of As of
March 31, June 30,
2011 2010
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 5,150 $ 5,000
Inventory 9,885 10,000
------------ ------------
TOTAL ASSETS $ 15,035 $ 15,000
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Commitment and Contingency Note 8 $ -- $ --
Current Liabilities -- --
Payable to Related Party Note 5 15,200 15,200
------------ ------------
TOTAL LIABILITIES 15,200 15,200
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 50,000,000 shares
authorized, no shares issued or outstanding as
of 3/31/2011 and 6/30/2010 Note 2
Common stock, $0.001 par value, 200,000,000 shares
authorized, 2,243,500 shares issued and outstanding
as of 3/31/2011 and 6/30/2010 after giving effect to
a 12 for 10 forward stock split effective on
June 25, 2010. Note 2 2,243 2,243
Additional paid in capital Note 2 1,459,051 1,459,051
Retained earnings (Deficit) (1,461,459) (1,461,494)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY (165) (200)
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 15,035 $ 15,000
============ ============
See Notes to Financial Statements
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
2011 2010 2011 2010
---------- ---------- ---------- ----------
Revenue $ -- $ -- $ 150 $ --
---------- ---------- ---------- ----------
Total Revenue -- -- 150 --
Operating Expenses -- -- 115 --
---------- ---------- ---------- ----------
-- -- 115 --
Net Income (Loss) $ -- $ -- $ 35 $ --
========== ========== ========== ==========
Basic and diluted Earning (Loss) per Share -- -- 0.00 --
---------- ---------- ---------- ----------
Weighted average number of common
shares outstanding 2,243,500 153,572 2,243,500 153,572
See Notes to Financial Statements
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
2011 2010 2011 2010
-------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ -- $ -- $ 35 $ --
-------- -------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATIONS -- -- 150 --
-------- -------- -------- --------
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) -- -- 150 --
-------- -------- -------- --------
Cash beginning of period 5,150 -- 5,000 --
-------- -------- -------- --------
Cash end of period $ 5,150 $ -- $ 5,150 $ --
======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ -- $ -- $ -- $ --
-------- -------- -------- --------
Income taxes paid $ -- $ -- $ -- $ --
-------- -------- -------- --------
See Notes to Financial Statement s
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(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. From 1990 to 2010 the
Company had no business activity, although the Company changed its name to Three
Shades for Everybody, Inc. in 1999. In June 2010 the Company acquired an
inventory of 87 lithographic art works and entered the retail art business;
however it has had only one sale and, in accordance with Statement of Financial
Accounting Standard (SFAS) No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE
ENTERPRISES," is considered a development stage enterprise.
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers cash
instruments with original maturities of less than three months to be cash
equivalents.
START-UP COSTS
Costs of start-up activities, including organization costs, are expensed as
incurred, in accordance with Statement of Position (SOP) 98-5.
INCOME TAXES
The Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes." This statement requires an asset and liability approach to account for
income taxes. The Company provides deferred income taxes for temporary
differences that will result in taxable or deductible amounts in future years
based on the reporting of certain costs in different periods for financial June
30, 2010 or 2009.
USE OF ESTIMATES
The presentation 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, disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the periods presented. Actual results
may differ significantly from those estimates.
FAIR VALUES OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, DISCLOSURES ABOUT FAIR
VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of fair value information
about financial instruments, whether or not recognized in the balance sheet. In
cases where quoted market prices are not available, fair values are based on
estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows.
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(unaudited)
In that regard, the derived fair value estimates cannot be substantiated by
comparison to independent markets and, in many cases, could not be realized in
immediate settlement of the instruments. Statement No. 107 excludes certain
financial instruments and all non-financial instruments from its disclosure
requirements.
FISCAL YEAR
The Company adopted June 30 as its fiscal year ending.
STOCK-BASED COMPENSATION
In accordance with the provisions of SFAS 123, the Company follows the intrinsic
value based method of accounting as prescribed by APB 25, ACCOUNTING FOR STOCK
ISSUED TO EMPLOYEES, for its stock-based compensation.
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 flows.
NOTE 2 - 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.
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.
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(unaudited)
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.
On June 25, 2010 the Company, with the consent of its majority shareholder,
adopted a resolution and an amendment to its articles of incorporation calling
for a forward split of its issued and outstanding common stock at a ratio of
twelve (12) new shares for each ten (10) old shares and for rounding of odd lots
to the nearest round lot of shares. As a result, the total number of common
shares issued and outstanding was increased to 243,500. The accompanying
financial statements have been retroactively adjusted, pursuant to SAB Topic
4:C, to reflect the results of this forward split.
On June 28, 2010 a total of 2,000,000 shares were issued to the President of the
Company in exchange for a collection of signed, numbered, lithographs by Red
Skelton. The collection consisted of 87 pieces and was valued at $10,000 or
$0.005 per share.
As a result of these issuances and the forward split there were a total of
2,243,500 shares of common stock issued and outstanding as of March 31, 2011.
There are no shares of preferred stock issued and outstanding.
NOTE 3 - EARNINGS PER SHARE
The computations of earnings per share for the quarters ended March 31, 2011 and
2010 are as follows:
2011 2010
------------ ------------
INCOME PER COMMON SHARE, BASIC
Numerator Net income (loss) $ -- $ --
Denominator Weighted-average shares 2,243,500 153,572
------------ ------------
Net income per common share $ -- $ --
============ ============
2010 2009
------------ ------------
INCOME PER COMMON SHARE, DILUTED
Numerator Net income (loss) $ -- $ --
Denominator Weighted-average diluted shares 17,443,500 5,153,572
------------ ------------
Net income per common share $ -- $ --
============ ============
For the period ended March 31, 2011 there were 15,200,000 shares issuable under
convertible notes, and for the period ended March 31, 2010 there were 5,000,000
shares issuable under convertible notes. The earnings per share calculations for
2011 and 2010 are based on the number of shares outstanding after the 12 for 10
forward split discussed in Note 2 above.
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THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2011
(unaudited)
NOTE 4 - INCOME TAXES
There was no income and no provisions for income taxes for the quarters ended
March 31, 2011 and 2010.
NOTE 5 - RELATED PARTY TRANSACTIONS
As set forth in Note 2 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. Also as set forth in
Note 2 above, on June 28, 2010 a total of 2,000,000 shares were issued to the
Company's President in exchange for 87 signed, numbered, limited edition,
lithographs by the comic actor Red Skelton.
During the year ended June 30, 2009, the President of the Company advanced
$5,000 to cover recurring expenses and during the year ended June 30, 2010 the
President advanced an additional $10,200 to cover expenses incurred and provide
a cash reserve for future expenses. Both of these cash advances were evidenced
by non-interest bearing Notes convertible into common shares in the Company at
par value ($0.001). The balance payable to a related party is $15,200 as of
March 31, 2011.
NOTE 6 - 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 had only $150 in operating revenue in the nine months
ended March 31, 2011 and no revenue in the three months ended March 31, 2011.
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 7 - SUBSEQUENT EVENT
There are no subsequent events to report.
NOTE 8 - COMMITMENT AND CONTIGENCY
There was no commitment or contingency to disclose during quarters ended March
31, 2011 and 2010.
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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.
In June of 2010 management decided to take the Company in a new business
direction and agreed on a plan to market fine art and collectibles on a retail
basis via the internet and also via consignment placements with traditional art
galleries. Our primary sales outlet is expected to be ebay where we believe that
we will receive maximum marketing exposure with minimal expense. We also expect
to place works on consignment with traditional, brick and mortar galleries in
the Southern California region.
We expect to purchase fine art and collectibles and to sell these from our
own inventory, and in fact we have already acquired an initial inventory of art
and collectibles consisting of 87 lithographic art works by the comedian and
artist Red Skelton. We also plan to sell art and collectibles owned by others
who consign them to us. Like our own inventory sales, consigned items will be
offered for sale both through ebay and through galleries in the Southern
California region.
LIQUIDITY AND CAPITAL RESOURCES
1) Liquidity: As of March 31, 2011 the Company had cash on hand of $5,150
and an inventory of art and/or collectibles consisting of 87 signed, numbered,
limited edition, lithographic prints by artist and comedian Red Skelton. The
inventory is valued at $9,885. This is the same cash and inventory position that
the Company had as of December 31, 2010 however it reflects a slight change from
the Company's cash of $5,000 and inventory of $10,000 at June 30, 2010. As of
March 31, 2010 we had no assets and no liabilities and no business activity. It
is anticipated that we will incur nominal expenses in the implementation of the
business plan described herein. While we have only limited cash with which to
pay these anticipated expenses, present management of the Company will pay these
charges, if they exceed the cash on hand, with their personal funds as interest
free loans to the Company or as capital contributions.
2) Capital Resources: As noted above, the Company has only $5,150 in cash
resources but will rely upon interest free loans or capital contributions from
management, if necessary, to meet its needs.
3) Results of Operations: During the quarter ended March 31, 2011 there
were no art sales and no change in inventory.
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4) 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 significant cash reserves. It is relying on advances from stockholders,
officers and directors to meet its limited operating expenses.
5) 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, 2011. 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, 2011, 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, 2011 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 Form 10-K filing as filed with the SEC on September 14, 2010.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
No. Description
--- -----------
31.1 Certification of 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 12, 2011 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
1
