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): ~~April 1~~February 15, ~~2010~~ 2012 (~~March~~December 261, ~~2010~~2011)

SUNSET SUITS HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)

Nevada	000-~~28535~~28543	126-~~1975651~~1516905
(State or other jurisdiction of	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Ulul. Starołęcka ~~18 61~~1861-361 Poznań, Poland (Address of Principal Executive Offices)

+48 (61) 642 40 04 (Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01.	Entry into a Material Definitive Agreement
Item 2.01.	Completion of Acquisition or Disposition of Assets.

Item 1.01. Entry into a Material Definitive Agreement

OnItem ~~March 26, 2010, Sunset Suits Holdings, Inc~~2.~~, a Nevada Corporation (the “Company”) entered into a purchase agreement (the “Agreement”) with XCRITO Ltd~~01., Completion ~~a corporation headquartered in Limassol, Cyprus (“XCRITO”), pursuant to which the Company sold to XCRITO 100%~~ of ~~its~~Acquisition ~~equity interest~~or ~~in the Company’s wholly-owned subsidiary Fashion Service Sp. z o. o.~~Disposition ~~(“Fashion Service”). Pursuant to the Agreement, XCRITO agreed to pay to the Company $16,000, and in turn will acquire all~~ of the assets and liabilities of Fashion Service, except for liabilities resulting from long term debt (including current amounts owed on such debt), equal to approximately $6,765,000, which will be assumed pursuant to the Agreement by Sunset Suits SAssets.~~A., a wholly-owned subsidiary of the Company. Fashion Service was the primary manufacturer and supplier for the Company’s retail operations.~~

InOn ~~connection~~December ~~with~~1, ~~the Agreement~~2011, ~~Mirosław~~Sunset ~~Kranik~~Suits Holdings, ~~the~~Inc., a Nevada Corporation (the “Company’s”) ~~President~~entered ~~and~~into ~~Chief~~a ~~Executive~~sale ~~Officer~~agreement (the “Agreement”) with TURONUS Spółka z ograniczoną odpowiedzialnością., ~~agreed~~a tocorporation headquartered ~~continue~~in toPoznań, ~~manage~~Poland (“TURONUS”), pursuant to which the ~~operations~~Company ofsold ~~Fashion~~to ~~Service~~TURONUS ~~for~~100% upof toits 90equity ~~days~~interest ~~from~~in the ~~closing~~Company’s ofwholly-owned ~~the~~subsidiary ~~transaction~~Sunset Suits S.A. In(“Sunset ~~addition~~Suits S.A.”). Pursuant to the Agreement, TURONUS agreed to pay to the Company ~~has~~$547,497 ~~agreed~~(PLN to1,828,640), ~~rent~~and ~~office~~in ~~space~~turn ~~from~~will acquire ~~Fashion~~all ~~Service~~of inthe ~~Krzyżanowo~~assets and liabilities of Sunset Suits S.A., ~~Poland~~except for aliabilities resulting ~~period~~from ofservices 6rendered ~~months~~to ~~following~~Sunset ~~the~~Suits Holdings, Inc. group including ~~closing~~expenses of ~~the~~Sunset ~~transaction~~Suits Holdings, Inc. ~~The~~in particular costs of the Company’s management, ~~estimates~~not ~~that~~higher ~~Sunset~~than ~~Suits~~ $568,862 (PLN 1,900,000) , which will ~~obtain~~be ~~approximately~~took ~~25%~~over pursuant ofto ~~its~~the ~~total~~Agreement ~~inventory~~by ~~needs~~the ~~from~~Company. ~~Fashion~~The ~~Service for~~price aof ~~period~~$547,497 upwill tobe 6paid ~~months~~by TURONUS ~~following~~within the ~~closing~~period of ~~the~~3 ~~transaction.~~years and this 3 year period begins on January 1, 2014.

The sale of ~~Fashion~~Sunset ~~Service~~Suits S.A. is a part of a ~~restructuring~~ plan ~~intended~~ toof ~~improve~~ the Company’s ~~operating~~debt ~~margin~~reduction . The ~~size of the~~ Company'’s ~~current~~ ~~retail~~management ~~operations~~expects ~~was~~a ~~not~~positive ~~sufficient~~impact ~~to fully utilize the manufacturing~~of ~~capacity~~Sunset ofSuits ~~Fashion Service~~S.A. Insale ~~order~~on ~~to do so,~~ the Company’s ~~would~~net ~~have~~assets ~~been required~~as towell ~~engage~~as inimproving ~~wholesale~~of ~~distribution to large distributers or retail~~net ~~clients~~profitability. The ~~Company~~size ~~recognized~~of ~~lower~~the ~~gross~~Company's ~~margins~~current ~~from its manufacturing business segment as compared to its~~ retail ~~segment,~~operations ~~which~~was ~~therefore lowered the~~not ~~gross~~sufficient ~~margin~~for repayment of the ~~Company~~Sunset asSuits ~~a whole~~S.A. Indebt ~~addition,~~which ~~the~~is ~~manufacturing plant~~estimated ~~would~~approximately ~~have~~for ~~required~~$16,700,000 ~~major~~(PLN ~~upgrades in order to satisfy the Company's needs~~55,760,000. Accordingly, the Company's management decided that itthe ~~was~~sale ~~more~~of ~~cost~~Sunset ~~effective and~~Suit S.A..was in the best interests of the Company and its shareholders ~~to increase its sourcing of merchandise through a supply chain in Asia instead of maintaining it’s own production lines~~.

The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Agreement, or the transactions contemplated thereby or a complete explanation of the material terms thereof. The foregoing description is qualified in its entirety by reference to the Agreement, attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	~~Purchase~~AGREEMENT ~~Agreement~~FOR ~~between~~SALE OF SHARES IN Sunset Suits ~~Holdings, Inc~~S.A. ~~and~~with ~~XCRITO~~its ~~Ltd.,~~registered ~~dated~~office ~~March~~in ~~26,~~Poznań ~~2010~~ (English Translation)

SIGNATURE

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.

SUNSET SUITS HOLDINGS, INC.

	SUNSET SUITS HOLDINGS, INC.

Date: February 15, 2012

	By:/s/ Mirosław Kranik
	Mirosław Kranik
	President and Chief Executive Officer

~~Date:~~EXHIBIT ~~April~~INDEX ~~1, 2010~~

By:/s/ Mirosław Kranik Mirosław KranikPresident and Chief Executive Officer

Exhibit No.	Description

10.1	AGREEMENT FOR SALE OF SHARES IN Sunset Suits S.A. with its registered office in Poznań (English Translation)

EXHIBIT INDEX

Exhibit No.	Description
10.1	Purchase Agreement between Sunset Suits Holdings, Inc. and XCRITO Ltd., dated March 26, 2010 (English Translation)

Filing Compare · Sunset Suits Holdings, Inc.