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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, 2012



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 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  /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 November 2, 2012 was 2,243,500.
















ITEM 1.  FINANCIAL STATEMENTS


The un-audited quarterly financial statements for the period ended September 30, 2012, prepared by the company, immediately follow.





















































2





THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

BALANCE SHEETS





                                                    As of            As of


                                                Sept 30, 2012    June 30, 2012

                                                 (Unaudited)       (Audited)


ASSETS


  Current Assets

  Cash                                               3,218          $  3,068

  Inventory                                          9,540             9,655

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

Total Asset                                  12,758          $ 12,723





LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)


  Accounts payable                                 $ 2,000           $     -

  Payable to Related Party                               -                 -

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

TOTAL LIABILITIES                            2,000                -

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



STOCKHOLDERS’ EQUITY  


  Preferred stock, $0.001 par value,

  50,000,000 shares authorized, no

  shares issued or outstanding as

  of Sept 30 2012 and June 30, 2012                       -                -


  Common stock, $0.001 par value,

  200,000,000 shares authorized,

  2,243,500 shares issued and

  outstanding as of 9/30/2012 and

  6/30/2012                                            2,243            2,243

  Paid-in capital                                  1,459,051        1,459,051

  Deficit during Development Stage                (1,450,536)      (1,448,571)

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

                      

TOTAL SHAREHOLDERS’ EQUITY                            10,758            12,723

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

TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY           $  12,758       $    12,723

                                                    ========         =========








See Notes to Financial Statements




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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,

                                          2012         2011                    2012

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




Revenue                                  $ 150        $   -                $4,290,836

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

Cost of Sales                              115            -                       460

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

Gross Profit                                35            -                $4,290,376



Operating Expenses


General & Administrative Exps            2,000            -                $5,761,130

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

Total Expenses                           2,000            -                $5,761,130

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

Gross Profit (Loss)                     (1,965)           -               $(1,470,754)


Other Income (Loss)                          -            -                        -


Forgiveness of payable to

a related party                              -            -                    20,200


Interest Income                              -            -                        18

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

Provision for income taxe                    -            -                        -

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

Net Income (Loss)                       (1,965)     $     -               $(1,450,536)

                                        ======       ======                   =======

                                  


Basic and diluted earning

 (Loss) per Share                       (0.001)           -  

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


Weighted average number

 of common shares

 outstanding                          2,243,500    2,243,500              










See Notes to Financial Statements




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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,

                                        2012           2011                       2012

                                        ----           ----                       ---

Cash Flows From

Operating Activities

                                

Net Profit (Loss)                    $(1,965)       $    -                $(1,450,536)

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

Adjustments to reconcile net

Income (loss) to cash provided

by (used in) operations

Depreciation                              -               -                        -

Common stock issued for service           -               -          

       -

Decrease in payable to a related

party for debt forgiveness                -               -                   (20,200)

Changes in operating                                                                  

Assets and liabilities                 2,115              -                   ( 7,946)

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

Net cash provide by (used in) ops         -               -                (1,478,682)


Cash Flows From

Investing Activities                  

                                                                                                    

Net cash provided by (used in)

investing activities                      -               -                         -                

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

Cash Flows From

Financing Activities                


Conversion of account payable             -               -                     2,500

Proceeds of loan from related party       -               -                 1,449,200

Common stock issued                       -               -                    10,000

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

Net cash provided by financing acts       -               -                 1,461,700

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

Net increase (decrease)                  150              -                  (16,982)


Cash at beginning of period            3,068          5,162                        -

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


Cash at end of period                $ 3,218        $ 5,162                     3,218

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

Supplemental Disclosures of

Cash Flow Information         


Interest paid                        $    -         $    -                    $    -    

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

Income taxes paid                    $    -         $    -                    $    -    

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

Non-cash Investing and

Financing Activities                                               


Common stock issued                  $    -         $    -                    $ 10,000  



See Notes to Financial Statements



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THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2012

(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.





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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.


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.  





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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, 2012. 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, 2012 and 2011 are as follows:


                                                                 2012         2011

   INCOME PER COMMON SHARE, BASIC

Numerator

Net income (loss)                $   (1,965)  $       -

Denominator

Weighted-average shares           2,243,500    2,243,500

===================================================

Net income per common share                   $   (0.001)   $       -

                                                             ==========  ===========


                                                                 2012          2011

   INCOME PER COMMON SHARE, DILUTED

Numerator

Net income (loss)                        $        -   $       -

Denominator

Weighted-average diluted shares           2,243,500  19,943,500

===================================================

Net income per common share                          $        -  $          -

                                                            ===========  ===========


For the period ended September 30, 2012 there were no shares issuable under convertible notes, however for the period ended September 30, 2011 there were 17,700,000 shares issuable under convertible notes.  The earnings per share calculations for 2012 and 2011 are based on the number of shares outstanding at all times during those quarters.



NOTE 4 - INCOME TAXES


There was no income and no provisions for income taxes for the quarters ended September 30, 2012 and 2011.



NOTE 5 - RELATED PARTY TRANSACTIONS


There were no related party transactions during the quarter ended September 30, 2012 nor were there any during the quarter ended September 30, 2011.






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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 three months ended September 30, 2011, only $150 in operating revenue in the three months ended September 30, 2012 and only $400 in revenue in the fiscal year ended June 30, 2012.


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, 2012 and 2011.












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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 September 30, 2012 the Company had cash on hand of $3,218 and an inventory of art and/or collectibles consisting of 83 signed, numbered, limited edition, lithographic prints by artist and comedian Red Skelton. The inventory is valued at $9,540. This represents an increase in cash of $150 during the quarter and a decrease in inventory during the same period of one lithograph valued at $115. As of September 30, 2011 we had cash on hand of $5,162 and an inventory of $9,885. It is anticipated that we will continue to 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 $3,218 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, 2012 there was one lithograph sold, increasing cash by $150 and reducing inventory by $115.  

     



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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, September 30, 2012. 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, 2012, 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, 2012 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 October 2, 2012.


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


None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES




11



None.


ITEM 4. REMOVED AND RESERVED



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



101

The following materials from the Company’s Quarterly Report on Form 10-Q for

the quarter ended September 30, 2012, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at September 30, 2012 and June 30, 2012, (ii) Statement of Operations for the three months ended September 30, 2012, (iii) Statement of Cash Flows for the three months ended September 30, 2012, and (iv) Notes to Financial Statements.



101.INS** XBRL Instance Document


101.SCH** XBRL Taxonomy Extension Schema Document


101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document


101.LAB** XBRL Taxonomy Extension Label Linkbase Document


101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document


101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

________________________


*Filed herewith.


**Furnished herewith.











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                                      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 12, 2012             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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