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 SEPTEMBER 30, 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 /X/      No / /

 

The number of Registrant’s shares of common stock, $0.001 par value, outstanding as of November 9, 2011 was 2,243,500.

 

 

 

 

 

ITEM 1. FINANCIAL STATEMENTS

 

The un-audited quarterly financial statements for the period ended September 30, 2011, prepared by the company, immediately follow.

 

 

 

 

 

THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

BALANCE SHEETS

 

 

								As of Sept 30, 2011 (unaudited)				As of June 30, 2011 (audited)
ASSETS
Current Assets
Cash								5,162				5,162
Inventory								9,885				9,885
Total Assets								15,047				15,047
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Commitment and Contingency (Note 8)								-				-
Current Liabilities								2,500				2,500
Payable to related Party (note 5)								17,700				17,700
TOTAL LIABILITIES								20,200				20,200
STOCKHOLDERS' EQUITY
preferred stock, $0.001 par value, 50,000,000 shares authorized, no shares issued or outstanding as of Sept. 30 and June 30, 2011 (Note 2)
Common Stock, $0.001 par value, 50,000,000 shares authorized, no shares issued and outstanding as of Sept. 30 and June 30, 2011 (Note 2)								2,243				2,243
Additional paid in capital (note 2)								1,459,051				1,459,051
Retained earnings (Deficit)								(1,466,447)				(1,466,447)
TOTAL SHAREHOLDERS' EQUITY								(5,153)				(5,153)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY								15,047				15,047

 

 

  See Notes to Financial Statements

 

 

 

 

 

THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS

(Unaudited)

 

 

 

 

 

						Three Months Ended Sept 30, 2011		Three Months Ended Sept 30, 2011		From Inception July 23, 1985 through Sept. 30, 2011
Revenue						-		150		4,290,286
Total Revenue						-		-		4,290,286
Operating Expenses						-		115		5,751,745
Net Income (Loss)						-		35		(1,461,459)
Basic and diluted earning (Loss) per Share						-		-
Weighted average number of common shares outstanding						2,243,500		2,243,500

 

 

 

 

See Notes to Financial Statements

 

 

THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

						Three Months Ended Sept 30, 2011		Three Months Ended Sept 30, 2011		From Inception July 23, 1985 through Sept. 30, 2011
Cash Flows From Operating Activities
Net Income (Loss)						-		35		(1,461,459)
Net Cash provided by (used in) operations						-		150		(1,461,309)
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						5,162		5,000
Cash end of period						5,162		5,150
Supplemental Disclosures of Cash Flow Information
Interest Paid						-		-
Income Tax Paid						-		-

 

 

 

See Notes to Financial Statements

 

 

 

THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 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, 2011 or 2010.

 

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.

 

Three Shades For Everybody, Inc.

(A Development Stage Company)

Notes to Financial Statements

September 30, 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.

 

Three Shades For Everybody, Inc.

(A Development Stage Company)

Notes to Financial Statements

September 30, 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 September 30, 2011 and 2010. 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 September 30, 2011 and 2010 are as follows:

 

 

 

For the period ended September 30, 2011 there were 17,700,000 shares issuable under convertible notes, and for the period ended September 30, 2010 there were 15,200,000 shares issuable under convertible notes.

Three Shades For Everybody, Inc.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2011

(unaudited)

 

 

NOTE 4 - INCOME TAXES

 

There was no significant income and no provisions for income taxes for the quarters ended September 30, 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 Red Skelton.

 

During the year ended June 30, 2009, the President of the Company advanced $5,000 to cover recurring expenses; 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; during the year ended June 30, 2011 the President advanced an additional $2,500 to cover expenses incurred. All 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 $17,700 as of September 30, 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 no operating revenue in the quarter ended September 30, 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 September 30, 2011 and 2010.

 

 

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: The Company had cash on hand of $5,162 and an inventory of art and/or collectibles consisting of 86 signed, numbered, limited edition, lithographic prints by artist and comedian Red Skelton. The inventory is valued at $9,885. There was no change in either cash or inventory during the quarter ended September 30, 2011. In the quarter ended September 30, 2010 there was an increase in cash of $150 and a decrease in inventory of $135, with the result that cash then totaled $5,150 and inventory totaled $9,985. 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 $5,162 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 September 30, 2011 there were no art sales; in the quarter ended September 30, 2010 art sales were $150 and inventory reduction was $115. No new inventory was added in either quarter.

 

 

 

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 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.

 

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, September 30, 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 September 30, 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 September 30, 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 23, 2011.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. - EXHIBITS

 

No. Description

--- -----------

31.1    Certification of 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: November 11, 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