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 SEPTEMBER 30, 2009
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 2, 2009 was 153,572.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended September 30,
2009, prepared by the company, immediately follow.
2
THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
As of As of
Sept 30, 2009 June 30, 2009
------------- -------------
ASSETS
Current Assets
Cash $ -- $ --
----------- -----------
Total Assets $ -- $ --
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ -- $ --
Payable to Related Party Note 5 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 9/30/09 153 153
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
Three Months Ended through
Sept 30, Sept. 30,
2009 2008 2009
----------- ----------- -----------
Revenue $ -- $ -- $ 4,290,136
----------- ----------- -----------
Total Revenue -- -- 4,290,136
Operating Expenses -- -- 5,741,430
----------- ----------- -----------
Net Income (Loss) $ -- $ -- $(1,451,294)
=========== =========== ===========
Basic and diluted earning (Loss) per Share -- --
----------- -----------
Weighted average number of common shares
outstanding 153,572 3,790,255
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
Three Months Ended through
Sept 30, Sept. 30,
2009 2008 2009
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ -- $ -- $ (1,451,294)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATIONS -- -- (1,451,294)
------------ ------------ ------------
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
5
THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009
(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, 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, 2009 and the quarter ended September 30, 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.
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.
6
THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009
(unaudited)
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.
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.
7
THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009
(unaudited)
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 three months ended September 30, 2009. There are no preferred shares
issued and outstanding.
NOTE 3 - EARNINGS PER SHARE
The computations of earnings per share for the three months ended September 30,
2009 and 2008 are as follows:
2009 2008
---------- ----------
INCOME/LOSS PER COMMON SHARE, BASIC
Numerator Net income (loss) $ 0 $ 0
Denominator Weighted-average shares 153,572 3,790,255
========== ==========
Net loss per common share $ 0 $ 0
========== ==========
For the three months ended September 30, 2009 there were 5,000,000 shares
issuable under the terms of a convertible note held be 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 4 - INCOME TAXES
There was no income and no provisions for income taxes for the years ended June
30, 2009 and 2008 or for the three month periods ended September 30, 2009 and
2008.
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. 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 September
30, 2009. 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).
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 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.
8
THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009
(unaudited)
NOTE 7 - SUBSEQUENT EVENT
There are no subsequent events to report.
NOTE 8 - COMMITMENT AND CONTIGENCY
The only commitment or contingency to disclose during the three months ended
September 30, 2009 is the convertible note payable to an officer of the Company
discussed at Notes 3 and 5 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 September 30, 2009 we had no assets and no liabilities and we had an
accumulated deficit of $1,451,294. As of June 30, 2009, our last year end, we
also had no assets and no liabilities and we had an accumulated deficit of
$1,451,294. 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,
September 30, 2009. 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, 2009, 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, 2009 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: November 9, 2009 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
