UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~___________________________________________________________________~~Date of Report (Date of earliest event reported): December 15, 2014

~~Date of Report (Date of earliest event reported):~~SHADES ~~November 27~~HOLDINGS, ~~2012~~INC.

~~Shades~~(EXACT ~~Holdings,~~NAME ~~Inc.~~OF REGISTRANT AS SPECIFIED IN CHARTER)

(Exact name of registrant as specified in Charter)

Florida	000-354156	27-1368114
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)

	Florida	000-54156		27-1368114
2661 West Whittier Blvd. Suite D, La Habra, CA	90631
	(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)
2875 NE 191st Street., Suite 511, Aventura, FL			33180
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: ~~(813) 454~~562-~~0130~~565-9967

~~1591~~Check ~~McGregor~~the ~~Blvd,~~appropriate ~~Suite~~box 4,below ~~Fort Myers, FL 33908 (Former name or former address,~~ if ~~changed~~the Form ~~since~~8-K ~~last~~filing ~~report)~~is ~~Copies~~intended to: ~~Darrin~~simultaneously M.satisfy ~~Ocasio,~~the ~~Esq.~~filing ~~Jeff~~obligation ~~Cahlon,~~of ~~Esq.~~the ~~Sichenzia~~registrant ~~Ross~~under ~~Friedman~~any ~~Ference~~of ~~LLP~~the 61following ~~Broadway,~~provisions (see ~~32nd~~General ~~Floor~~Instruction ~~New~~A.2. ~~York, New York 10006 Telephone: (212~~below) ~~930-9700~~:

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~230.425)

~~¨ Written communications~~o Soliciting material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

~~¨ Soliciting material~~o Pre-commencement communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

¨ o Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~1

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~disposition ~~Agreement.~~of Assets

~~As previously reported,~~In onconnection ~~September~~with 7,the ~~2012,~~change ~~Shades~~in ~~Holdings,~~control ~~Inc.,~~of (the “Company”), ~~entered~~as ~~into~~disclosed ain ~~Share~~Item ~~Exchange~~5.01, ~~Agreement~~below ~~with~~and ~~Suncoast Real~~incorporated ~~Estate~~by ~~Owned~~reference ~~Holdings~~herein, ~~Inc., (“Suncoast”), and~~ the Board ~~shareholder~~of directors of ~~Suncoast~~the Company (the “~~Suncoast Shareholder~~Board”), ~~pursuant~~has todetermined ~~which~~that ~~the~~divesting ~~Suncoast Shareholder agreed to transfer all~~ of ~~the~~Shades ~~issued~~Of ~~and~~Fragrances ~~outstanding~~Inc. ~~capital stock of Suncoast (the “Suncoast Shares”)~~ to ~~the~~Omniscent ~~Company~~Corp., inwhich ~~exchange~~assumes ~~for~~all ~~15,500,000~~liabilities ~~shares~~and ofassets ~~common stock~~ of ~~the Company (the “Suncoast~~Shades ~~Exchange~~Of ~~Shares”)~~Fragrances Inc., ~~The~~is ~~parties contemplated that such exchange would result~~ in ~~Suncoast~~the ~~becoming~~best ainterest ~~wholly-owned subsidiary~~ of the Company. and ~~the~~its ~~Shareholder~~shareholders. ~~acquiring~~Omniscient aCorp. ~~controlling~~is ~~interest~~owned inby ~~the~~Lucien ~~Company (the “Suncoast Exchange Transaction”)~~Lallouz.

OnItem November 27, 2012, the Company entered into an agreement with the Suncoast Shareholder, effective as of September 11, 2012 (the “Suncoast Effective Time”), pursuant to which the parties agreed that the Suncoast Shareholder failed to relinquish control of Suncoast to the Company and that the Suncoast Exchange Transaction was never effectively consummated3.02 ~~Accordingly,~~Unregistered ~~the~~Sales ~~Suncoast Shareholder returned the Suncoast Exchange Shares to the Company and the parties agreed that the Suncoast Shares have remained under the ownership~~ of ~~the~~ ~~Suncoast~~Equity ~~Shareholder since the Suncoast Effective Time.~~Securities

On December ~~June 18~~15, ~~2013~~2014, ~~Shades Holdings~~in connection with and as consideration for, ~~Inc.~~David (Michery becoming the “Company”)’s ~~entered~~new ~~into~~President and ~~closed~~Director, as adisclosed ~~securities~~in ~~purchase~~Item ~~agreement~~5.01 ~~with~~of anthis ~~accredited~~Report ~~investor (the~~and ~~“Investor”),~~incorporated ~~pursuant~~by toreference ~~which~~herein, the Company ~~sold~~issued to ~~the~~Mr. ~~Investor~~Michery a10,000,000 ~~promissory~~shares of ~~note in~~ the ~~principal~~Company’s ~~amount~~preferred ofstock ~~$200,000~~ (the “~~Note~~Preferred Stock”), ~~and~~which ~~five-year~~constitute ~~warrants~~all ~~to purchase an aggregate~~ of ~~1,100,000~~the ~~shares~~Company’s authorized ofpreferred ~~common~~ stock. ~~with~~In anconnection ~~exercise price~~with ofthis ~~$0.01~~issuance, ~~for~~the anCompany ~~aggregate~~relied ~~purchase~~upon ~~price~~the ofexemption ~~$200,000.~~from ~~Repayment~~registration in Section 4(a)(2) of the ~~Note~~Securities isAct ~~due~~of ~~June 18~~1933, ~~2014.~~as ~~The~~amended, ~~Note~~for ~~bears~~a ~~interest at~~transaction ~~the~~not ~~rate~~involving ofa 8%public ~~per year, payable upon maturity~~offering.

OnItem ~~June 19, 2013, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Shades of Fragrances, Inc~~5.01 ~~(“SOF”) and~~Changes ~~Omniscent Corp. (“OMNI”) (the sole shareholder of SOF). Pursuant to the Exchange Agreement, which closed on June 21, 2013, the Company issued 24,000,000 shares of common stock to OMNI, resulting~~ in ~~a change in~~ control of the Company, in exchange for 1,000,000 shares of common stock of SOF, representing 100% of the issued and outstanding capital stock of SOF, and SOF thus became a wholly-owned subsidiary of the Company.Registrant

~~SOF~~On December is15, a2014, ~~Florida~~the ~~corporation~~Company’s Board of Directors (the ~~formed~~“Board”) appointed ~~May~~Mr. 14David Michery as President and member of the Board. As disclosed in Item 3.02, ~~2013~~above, ~~which~~the ~~now~~Board ~~owns~~issued to Mr. Michery 10,000,000 shares of the ~~federal~~Company’s ~~registered~~Preferred ~~trademark~~Stock. ~~(Registration~~Each share Noof Preferred Stock has the right to 100 votes and votes with the Company’s common stock on all matters referred to shareholders. ~~277316)~~Therefore, ~~“Phantom”~~the ~~for~~Preferred ~~perfumes~~Stock issued to Mr. Michery represents 1,000,000,000 ~~and~~votes, ~~fragrances~~or 96% of the total votes entitled to be cast at any meeting of shareholders, giving Mr. Michery voting control of the Company.

InItem ~~connection~~5.02 ~~with~~Departure ~~the Exchange~~of ~~Agreement,~~Directors onor ~~June~~Certain 19Officers, ~~2013,~~Election ~~Sean Lyons resigned as officer~~ of ~~the~~Directors, ~~Company~~Appointment ~~and Lucien Lallouz (the President and owner~~ of ~~SOF.)~~Certain ~~was appointed President~~Officers, ~~Chief~~Compensatory ~~Executive~~Arrangements ~~Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer~~ of ~~the~~Certain ~~Company.~~Officers

InOn ~~connection~~December ~~with~~16, ~~the Exchange Agreement~~2014, onin ~~June~~connection ~~19,~~with ~~2013,~~ the ~~Company~~change ~~issued~~in acontrol reported ~~convertible~~in ~~promissory~~Item ~~note~~5.01 ~~(the~~above, ~~“Convertible~~and ~~Note”),~~incorporated ~~in the~~by ~~principal~~reference ~~amount~~in ofthis ~~$100~~item,~~000,~~ ~~to various parties~~Mr. ~~The~~Lucian ~~Convertible~~Lallouz, ~~Note~~President isand ~~convertible~~sole ~~into~~Director ~~shares~~ of the Company’s, ~~common stock~~resigned atas aan ~~variable~~officer ~~conversion~~and ~~price~~director ~~equal~~of tothe ~~80%~~Company ofupon the ~~closing~~election ~~price~~ of ~~the~~Mr. ~~common~~David ~~stock~~Michery ~~for~~as ~~the~~a ~~trading~~director ~~day~~of ~~preceding~~ the ~~conversion~~Company ~~date.~~to ~~Repayment~~fill ofan ~~the~~open ~~Convertible~~seat ~~Note~~on isthe ~~due~~Board. inMr. ~~monthly~~Michery ~~installments,~~was ~~each~~appointed inPresident ~~the amount~~ of ~~10%~~the ofCompany upon the ~~principal~~resignation ~~amount,~~of ~~commencing June~~Mr. ~~19,~~Lallouz ~~2014~~as President.

~~Lucien~~There ~~Lallouz,~~were ~~68,~~no ~~has over~~disagreement 35between ~~years of experience in~~ the ~~celebrity~~Board and fashion designers licensing and luxury consumer product development. Throughout his career, in the late 1980’s Lucien Lallouz created the first ever celebrity fragrances, for Julio Iglesias, followed by the longest running Broadway theatrical musical, The Phantom of the Opera and a special 50th anniversary fragrance for Ted Turner’s Gone with the Wind MGM classic movie. Since 2002, to date, Mr. Lallouz ~~has been the President and owner of Omniscent Corp., also~~ ~~d/b/a GLMAC~~ and ~~has~~there ~~acted as business consultant to Gigantic, the Katy Perry fragrance licensee. From 2004 to 2006, Mr. Lallouz~~ was ~~co-founder~~no ~~and~~written ~~non-executive~~correspondence ~~Chairman~~regarding ofany ~~Omnireliant Holdings, Inc, a publicly traded company, in partnership with Rick and Kathy Hilton for the Kathy Hilton Skin Care and Fragrance, targeting electronic media~~ such ~~as HSN/QVC~~disagreement. From 2002 to 2007, Mr. Lallouz was also a business development consultant to Parlux Fragrances, Inc. Mr. Lallouz’s keen perception for identifying “Winners” has led him to identify, facilitate acquisitions and the successful development of the GUESS?, Paris Hilton, Maria Sharapova, Jessica Simpson and Baby Gund fragrance licenses for Parlux Inc. Mr. Lallouz also facilitated the $63 Million Perry Ellis Fragrance sale for Parlux, Perry Ellis in 2006. Mr. Lallouz was a pioneer of the e-commerce boom in the late 90’s, when he co-developed the successful launch of perfumania.com’s e-commerce website and also served as Senior Vice President of Business Development for ECOM Ventures, the then parent Company of Perfumania’s 300 Retail Stores.

OnInformation ~~June~~regarding ~~19, 2013, the Company entered into a stock purchase agreement with Sean Lyons, pursuant to which, on June 21, 2013, the Company sold to~~ Mr. ~~Lyons all of the issued and outstanding capital stock of Daily Shades, Inc~~Michery. ~~in exchange for the transfer by Mr. Lyons of 19,600,000 shares of the Company’s common stock.~~

InMr. David ~~connection~~Michery ~~with~~is the ~~foregoing,~~ President and sole director of the Company. ~~relied~~Mr. onMichery is the ~~exemption~~president, ~~from~~chief ~~registration~~executive ~~provided~~officer byand ~~Section~~director of 4Primco Management, Inc. (a“Primco”)~~(2)~~ and ofhas held those offices since February, 2013. Primco is a reporting issuer under the Securities Exchange Act of ~~1933~~1934, as amended,. Further ~~for~~information ~~transactions~~regarding ~~not~~Primco ~~involving~~may abe found in Primco’s public ~~offering~~filings at www.sec.gov. Prior to his association with Primco, Mr. Michery was associated with various companies including First American Swift, Inc. (chief executive officer from 2005 to 2006), American Music Corporation (chief executive office from 1999 to 2006), United Music and Media Group (chief executive officer 2007-2012), and various other entities. From 2000 to 2006, Mr. Michery also consulted with various business in the entertainment industry and military protective armor.

~~Item 2~~Mr.01 ~~Completion~~Michery ofattended ~~Acquisition~~Pasadena orCity ~~Disposition~~College and California Institute of ~~Assets~~Technology in 1983-1984.

~~Reference~~The isCompany ~~made~~has tonot ~~the disclosure~~yet ~~set~~finalized ~~forth~~any ~~under~~compensatory ~~Item~~arrangements with 1Mr.01 ~~of this Current Report on Form 8-K, which disclosure is incorporated herein by reference~~Michery.

~~Item~~ 2~~.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.~~SIGNATURES

~~Item~~Pursuant ~~3.02~~to ~~Unregistered~~the ~~Sales~~requirements of ~~Equity~~the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

	SHADES HOLDINGS, INC.

Dated: December 26, 2014	By:	/s/David Michery
		David Michery
		President

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory~~3

Arrangements of Certain Officers.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 8.01 Other Events.

On June 24, 2013, the Company paid $40,000 to Asher Enterprises, Inc. (“Asher”) in full satisfaction of the convertible note, dated September 11, 2012, in the original principal amount of $32,500, issued by the Company to Asher.

On July 1, 2013, the Company issued a press release, a copy of which is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1 10.2	Agreement, dated November 27, 2012, between the Company and Creative Investments 2012 LLC Securities Purchase Agreement, dated June 18, 2013, between the Company and the Investor
10.3	Amended and Restated Promissory Note, issued to the Investor
10.4	Warrant, dated June 18, 2013, issued to the Investor
10.5 10.6	Warrant, dated June 28, 2013, issued to the Investor Share Exchange Agreement, dated June 19, 2013, between the Company, Shades of Fragrances, Inc. and Mr. Lucien Lallouz

10.7 Convertible Promissory Note, dated June 19, 2013

10.8 Stock Purchase Agreement, dated June 19, 2013, between the Company and Sean Lyons

99.1 Press Release, dated July 1, 2013

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 hereunto duly authorized.

Date: July 1, 2013

SHADES HOLDINGS, INC. By: /s/ Lucien Lallouz Name: Lucien Lallouz Title: Chief Executive Officer

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