UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

S	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2011
£	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	Commission file number: 000-53385

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2013

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-53385

THREE SHADES FOR EVERYBODY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	87-0430015
(State or Incorporation)	(I.R.S. Employer Id. No.)

DELAWARE 87-0430015

1150 Silverado, Ste. 204, La Jolla, CA 92037	(858) 459-1133
(Address of principal executive offices)	(Registrant’s telephone number)

(State or Incorporation) (I.R.S. Employer Id. No.)

1150 Silverado, Ste. 204, La Jolla, CA 92037 (858) 459-1133

(Address of principal executive offices) (Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark if Three Shades For Everybody, Inc. (Three Shades) is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes £ [ ] No S[x]

Indicate by check mark if Three Shades is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes £[ ] No S[x]

Indicate by check mark whether Three Shades (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 Three Shades was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S [x] No £[ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Three Shades’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S [x]

Indicate by check mark whether Three Shades 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 S~~

~~Indicate~~Smaller byreporting ~~check mark whether Three Shades is a shell~~ company ~~(as defined in Rule 12b-2 of the Exchange Act):~~ ~~Yes £ No~~[X] S

~~The~~Indicate ~~aggregate market value of Three Shades’ common stock held~~ by ~~non-affiliates~~check ofmark ~~Three~~whether ~~Shades as of the last business day of~~ Three Shades’ ~~most~~is ~~recently~~a ~~completed~~shell ~~fiscal~~company ~~quarter~~ (~~June 30,~~as ~~2012)~~defined ~~was~~in ~~approximately~~Rule ~~$0.00~~12b-2 ~~(based on lack~~ of ~~any~~the ~~trade~~Exchange ~~or posted price reported by OTC on or prior to June 30, 2012~~Act).: Yes [ ] No ~~For this purpose, all of Three Shades’ officers and directors and their affiliates were assumed to be affiliates of Three Shades.~~[X]

~~There~~The ~~were~~aggregate ~~2,243,500~~market ~~shares~~value of Three Shades’ common stock ~~outstanding~~ held by non-affiliates of Three Shades as of ~~September~~the 1last business day of Three Shades’ most recently completed fiscal quarter (June 30, 2012) was approximately $0.00 (based on lack of any trade or posted price reported by OTC on or prior to June 30, 2013). For this purpose, all of Three Shades’ officers and directors and their affiliates were assumed to be affiliates of Three Shades.

There were 2,243,500 shares of Three Shades’ common stock outstanding as of September 1, 2013.

DOCUMENTS INCORPORATED BY REFERENCE: None.

iii

THREE SHADES FOR EVERYBODY, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED JUNE 30, ~~2012~~2013

INDEX

PART I
Item 1	Business	31
Item 1A	Risk Factors	42
Item 2	Properties	97
Item 3	Legal Proceedings	97
Item 4	Submission of Matters to a Vote of Security Holders	97
PART II
Item 5	Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	108
Item 6	Selected Financial Data	119
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	119
Item 7A	Quantitative and Qualitative Disclosure About Market Risk	1210
Item 8	Financial Statements and Supplementary Data	1310
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23
Item 9A	Controls and Procedures	23
Item 9B	Other Information	2324
PART III
Item 10	Directors, Executive Officers, and Corporate Governance	2325
Item 11	Executive Compensation	2526
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2526
Item 13	Certain Relationships and Related Transactions and Director Independence	2526
Item 14	Principal Accounting Fees and Services	2627
PART IV
Item 15	Exhibits and Financial Statement Schedules	27
SIGNATURES		28

2iv

PART I

ITEM 1. DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Annual Report on Form 10-K contains some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements since they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “hope” and other words and terms of similar meaning. In particular, these include, among others, statements relating to our business plan and our intention to seek a business combination with an operating entity, the impact of new accounting pronouncements, and other statements regarding matters that are not historical facts or statements of current condition.

There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

We undertake no obligation (and expressly disclaim any such obligation) to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our filings with the United States Securities and Exchange Commission (the “SEC”), all of which are available in the SEC EDGAR database at www.sec.gov and from us.

Background and Prior Names

Three Shades for Everybody, Inc. (the "Company") was incorporated in July 1985 as Na Pali Funding, Inc. under the laws of the State of Delaware. The Company was initially formed to invest in new business ventures and on March 19, 1987, it acquired Vutek Systems, Inc., a California corporation, and the name was changed to Vutek Systems, Inc. In July, 1999 the Company agreed to acquire an apparel design and manufacturing business and on July 9, 1999 the name was again changed, this time to Three Shades for Everybody, Inc. While the name was changed, the acquisition of the apparel business was never completed.

From March, 1987 until March, 1990 the Company operated as Vutek Systems, Inc. (“Vutek”). Vutek was primarily engaged in the design, manufacture, and sale of image capturing or processing products for IBM personal computers and compatibles. The flagship product, FreezFrame allowed a picture or image from a standard video source such as a video camera, VCR or video disk player to be digitized and combined with text and graphics or otherwise altered for more useful display on a computer screen. The software allowed it to be used with other commercial off-the-shelf software programs such a dBASE III Plus, ShowPartner, and Storyboard. The company had intended to develop an entire line of products for this market. The company tried to raise funds through the exercise of outstanding warrants, however the funds raised were insufficient to maintain operations. As a result of the Company’s failure to generate adequate capital, it continued to operate at a loss. By March 1, 1990 all funds had been expended, and the Company thereafter became dormant.

In 1998 the Company was revived and the search for a successor business was commenced. On July 9, 1999 the Company changed its name to Three Shades for Everybody, Inc. (“Three Shades”), with the intent of going into clothing design, manufacture, and sales by acquiring a private business, also named Three Shades for Everybody, however the private operating business experienced a reversal and the acquisition was never completed. Thus there was no business activity from 1990 until June of 2010 when the Company embarked upon its current business which is the purchase and sale of art and collectibles.

Description of Current Business

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, and we have recently embarked upon a program of offering works for auction by charities at their fundraisers where we are paid a minimum price and the charity retains all funds above the minimum.

We expect to purchase fine art and collectibles and to sell these from our own inventory. In 2010 we 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.

In June of 2010 we issued a total of 2,000,000 restricted common shares in exchange for the 87 signed, numbered, limited edition, lithographic art works by the comedian and artist Red Skelton referred to above. This was a related party transaction. The seller of the Red Skelton art was our president. For accounting purposes the art was valued at $10,000 or $0.005 per share. There was no independent appraisal. To date we have sold four of our art works.

To date we have sold three of our art works, and we have recently agreed with a gallery in Palm Springs, California to place approximately 20 works on consignment for the month of October, 2012. Depending upon sales this agreement may be extended, both as to the number of art works consigned and as to the period of time of the consignment.

ITEM 1A. RISK FACTORS

Our business is subject to numerous risk factors, including the following:

Our business is new, we have no substantial operating history in this business, and we have never been profitable. As a result, we may never become profitable, and, as a result, our investors could lose some or all of their investment.

Although we were organized as a corporation in 1985, we began preparation for our current business, the sale of fine art and collectibles, in June 2010, and as of the date of this report we have sold only one art work. From the inception of the corporation in July, 1985 through June 30, ~~2012~~2013, we generated a net loss of $1,~~448~~451,~~571~~754, most of which is related to the video imaging business we operated in the late 1980s. In the year ended June 30, ~~2011, when we were organizing our fine art and collectibles business, we had sales revenues of $150 and generated a net loss of $4,953. In the year ended June 30,~~ 2012 we had sales revenues of $400 and cost of sales of $230, but generated a net profit of $1715,876. Most of this profit was the result of debt forgiveness totaling $2018,~~200~~558. This level of debt forgiveness should be considered a one time occurrence. In the year ended June 30, 2013 we had sales revenues of $150 and cost of sales of $115, and generated a net loss of $1,183. We cannot guarantee we will ever develop a substantial volume of sales. Even if we develop a substantial number of sales, there is no assurance that we will become a profitable company. We may never become profitable on an ongoing basis, and, as a result, our investors could lose some or all of their investment.

Because we have incurred operating losses from our inception, our accountants have expressed doubts about our ability to continue as a going concern.

For the periods ended June 30, ~~2012~~2013 and ~~2011~~2012 our accountants have expressed doubt about our ability to continue as a going concern as a result of our net losses and lack of working capital. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

•· our ability to sell our art and collectibles at a price which will provide us a profit; and ~~• our ability to attract consignment clients whose art and collectibles will sell.~~

4· our ability to attract consignment clients whose art and collectibles will sell.

Based upon current plans, we may incur operating losses in future periods because we may, from time to time, be incurring expenses but not generating sufficient revenues. We expect approximately $3,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.2

Based upon current plans, we may incur operating losses in future periods because we may, from time to time, be incurring expenses but not generating sufficient revenues. We expect approximately $3,500 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.

Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

We have a limited operating history in our current business, minimal revenues and a lack of profitability. These factors make it difficult to evaluate our business on the basis of historical operations. As a consequence, our past results may not be indicative of future results. Although this is true for any business, it is particularly true for us because our limited operating history means that we do not have a historical basis for making future management decisions. This may hinder our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. For example, if we overestimate our future sales for a particular period or periods based on our very limited historical growth rate, we may increase our overhead and other operating expenses to a greater degree than we would have if we correctly anticipated the lower sales level for that period and reduced our controllable expenses accordingly. If we make poor budgetary decisions as a result of unreliable historical data, we could continue to incur losses and our investors could lose some or all of their investment.

We have a lack of liquidity and may need additional financing in the future. Additional financing may not be available when needed, which could delay, indefinitely postpone, or prevent our successful development.

Because we are only minimally capitalized, we expect to experience a lack of liquidity for the foreseeable future in our proposed operations. We will adjust our expenses as necessary to prevent cash flow or liquidity problems. However, it is possible that we will need additional financing of some type, which we do not now possess, to fully develop our operations. Our ability to raise additional financing cannot be guaranteed. If needed, we will look at both equity and debt financing, including loans from our principal shareholder. However, at the present time, we have no definitive plans for financing in place, other than any funds which may be generated from sales of our inventory, and any funds which may be loaned to us by Mr. Masters, our President. In the event that we need additional capital, Mr. Masters has agreed to loan such funds as may be necessary through June 30, ~~2013~~2014 for working capital purposes. To the extent that we experience a substantial lack of liquidity, our development in accordance with our proposed plan may be delayed or indefinitely postponed, our operations could be impaired, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

As a company with no profitable operating history, and a relatively new business with little history, we are an inherently risky investment. An investor could lose his entire investment.

Although we are a 2728 year old corporation, we are a new entrant in the art business and we have made only ~~three~~four sales in this business. Because we are a business with little history, the operations which we engage in, the internet based fine art and collectibles business, is an extremely risky business for us. An investor could lose his entire investment.

Our growth will depend primarily on our ability to execute our business plan.

Our growth will depend upon our ability to execute our business plan, which in turn depends on various factors including the ability to: 1) negotiate and maintain contracts and agreements with acceptable terms; 2) maintain marketing and development costs at affordable rates; 3) hire and train qualified personnel when needed; and 4) identify and maintain the necessary relationships within our industry.

Our failure to manage growth effectively could harm our business and operating results.

Financial and management controls, and information systems may be inadequate to support our expansion. Managing our growth effectively will require us to continue to enhance these systems, procedures and controls, and to hire, train, and retain management and staff. We may not respond quickly enough to the changing demands that our expansion will impose on our management. Our failure to manage our growth effectively could harm our business and operating results.

Because we are small and do not have much capital, we must limit our operations. A company in our industry with limited operations has a smaller opportunity to be successful. If we do not make a profit, we may have to suspend or cease operations.

Because we are small and do not have much capital, we must limit our operations. We must limit our consignment gallery operations to the Southern California area for the foreseeable future. Because we must limit our operations, we may not generate sufficient sales to make a profit. If we do not make a profit, we may have to suspend or cease operations.

Our success will depend upon our ability to develop relationships with our clients and customers. If we cannot develop sufficient relationships, we may never become profitable. An investor could lose his entire investment.

Our business model requires that we develop successful relationships with art buyers, who will purchase from us via the internet, with art collectors / sellers, who will either sell to us or consign with us, and with management of art galleries where we plan to sell fine art and collectibles on a retail consignment basis. Our performance depends, in large part, on our ability to develop relationships with these potential customers, clients and colleagues. We have no contracts or other assurances that we will be able to sell from or buy for inventory, or that we will be able to obtain art works on consignment or that we will be able to sell art on consignment, all of which could have a material adverse effect on our financial condition and results of operations. There can be no assurance that we will be able to acquire desired merchandise in sufficient quantities on terms acceptable to us, or that an inability to acquire suitable merchandise, or the loss of one or more key sources of supply to us, will not have a material adverse effect on our financial condition and results of operations. As a result, we may never become profitable. An investor could lose his entire investment.

We are dependant on third-party providers for internet services and may not be able to continue operations if there is a disruption in the supply of such services.

We depend and will continue to depend upon third-party independent contractors such as ebay for providing a sales venue and Pay Pal for processing payments. We cannot guaranty that these third party independent contractors will continue to allow us to utilize their services. We also anticipate hiring contractors to create and maintain a website for us. Such third party contractors have no fiduciary duty to the shareholders of our company and may not perform as expected. Inasmuch as the capacity for certain services by certain third-parties may be limited, the inability of those third-parties, for economic or other reasons, to provide services could have a material adverse effect upon the results of our operations and financial condition.

Intense competition in our market could prevent us from developing revenue and prevent us from achieving annual profitability. In either situation, we may never become profitable, fail as an organization, and our investors could lose some or all of their investment.

The secondary market for fine art and collectibles is intensely competitive. Competition is expected to intensify as a result of the current financial condition of the country. Fewer customers are expected to purchase art and more collectors are expected to attempt to sell some or all of their collections. This is expected to result in price reductions, fewer customer orders, reduced gross margins and loss of market share. We are aware of a number of other companies that are presently retailing fine art and/or collectibles online. We believe that there will be an increasing number of online retailers of fine art and collectibles of the types we offer and, in the instance of certain reproductions, identical to the reproductions we offer. Some of our competitors may be able to secure merchandise from suppliers on more favorable terms, fulfill customer orders more efficiently, and adopt more aggressive pricing or inventory availability policies than we can.

and/or collectibles online. We believe that there will be an increasing number of online retailers of fine art and collectibles of the types we offer and, in the instance of certain reproductions, identical to the reproductions we offer. Some of our competitors may be able to secure merchandise from suppliers on more favorable terms, fulfill customer orders more efficiently, and adopt more aggressive pricing or inventory availability policies than we can.

Our business has a seasonal fluctuation in sales, which can develop fluctuating quarterly results in our operations.

The gallery industry can be subject to seasonal variations in demand. For example, we expect that most of our operations will see the greatest demand during the winter holiday shopping period. Consequently, we expect to be most profitable during the fourth quarter of the calendar year. Quarterly results may also be materially affected by the timing of new product introductions, the gain or loss of significant customers or product lines and variations in merchandise mix. Accordingly, our performance in any particular quarter may not be indicative of the results that can be expected for any other quarter or for the entire year. Significant deviations from projected demand for merchandise could have a material adverse effect on our financial condition and quarterly or annual results of operations.

We expect to be directly affected by fluctuations in the general economy.

Demand for art and other collectible merchandise is affected by the general economic conditions in the United States. When economic conditions are favorable and discretionary income increases, purchases of non-essential items like art and other collectible merchandise generally increase. When economic conditions are less favorable, sales of art and other collectibles are generally lower. In addition, we may experience more competitive pricing pressure during economic downturns. Therefore, the current economic downturn and any future economic downturn, or any future changes in consumer spending habits, could have a material adverse effect on our financial condition and results of operations.

We expect our products to be subject to changes in customer taste.

The markets for our products are subject to changing customer tastes and the need to create and market new products. Demand for collectibles is influenced by the popularity of certain themes, cultural and demographic trends, marketing and advertising expenditures and general economic conditions. Because these factors can change rapidly, customer demand also can shift quickly. Some collectibles appeal to customers for only a limited time. The success of new product introductions depends on various factors, including product selection and quality, sales and marketing efforts, timely production and delivery and consumer acceptance. We may not always be able to respond quickly and effectively to changes in customer taste and demand due to the amount of time and financial resources that may be required to identify new products and bring them to market. If we were to materially misjudge the market, items in our inventory and/or certain of our consignments may remain unsold. The inability to respond quickly to market changes could have a material adverse effect on our financial condition and results of operations.

We may be affected by sales tax considerations from various states.

Various states are increasingly seeking to impose sales or use taxes on inter-state mail order sales and are aggressively auditing sales tax returns of mail order businesses. Complex legal issues arise in these areas, relating, among other things, to the required nexus of a business with a particular state, which may permit the state to require a business to collect such taxes. Although we believe that we can adequately provide for sales taxes on mail order sales, there can be no assurance as to the effect of actions taken by state tax authorities on our financial condition or results of operations. In the future, we may be required to collect sales tax on sales made to customers in all of the states in which we conduct our operations. The imposition of sales taxes on mail order sales generally has a negative effect on mail order sales levels. All of the factors cited above may negatively affect our financial condition and results of operations in the future. Any such impact cannot currently be quantified.

Our business will be concentrated in only one industry.

We plan to be in the art and collectibles business, selling art and collectibles through the Internet and through consignment sales in physical art galleries. Our proposed operations, even if successful, will result in the operation of only this one business. Our lack of diversity into a number of areas may subject us to economic fluctuations within our industry and therefore increase the risks associated with our proposed operations.

There are factors beyond our control which may adversely affect us. Our investors could lose some or all of their investment.

Our operations may also be affected by factors which are beyond our control, principally general market conditions and changing client preferences. Any of these problems, or a combination thereof, could have an effect on our viability as an entity. We may never become profitable, we could fail as an organization, and our investors could lose some or all of their investment.

Our success will be dependent upon our management’s efforts. We cannot achieve profitability without the efforts of our management. An investor could lose his entire investment.

Our success will be dependent upon the decision making of our two directors and, especially, of our president, Daniel Masters. Mr. Masters is a practicing attorney and therefore will devote only part time to our business. He is currently devoting about 35 hours per week to his law practice and he expects to devote approximately 10 hours per week to our business. The loss of Mr. Masters, our President, would significantly harm our operations. We have no written employment agreements with Mr. Masters. We have not obtained key man life insurance on the ~~lives~~life of ~~either~~Mr. ~~of our officers or directors~~Masters.

Our stock has no public trading market and there is no guarantee a trading market will ever develop for our securities. You may not able to sell your shares when you want to do so, if at all.

There is no public market for our common stock and there has been no trading market since approximately 1998. An active trading market for our shares may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. If a public market is established the market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

•· actual or anticipated fluctuations in our operating results;

•· changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

•· changes in market valuations of other companies, particularly those that market services and products such as ours;

•· announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

•· departures of key personnel.

Additionally, as restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock. You may not be able to sell your shares when you want to do so, if at all.

Our common stock is currently not quoted in any market. If our common stock becomes quoted, we anticipate that it will trade well below $5.00 per share. As a result, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase. These regulations will have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.

The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations. You may not be able to sell your shares when you want to do so, at the price you want, or at all.

The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as product developments and trends in our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

We do not expect to pay dividends on common stock.

We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

ITEM 2. PROPERTIES

We presently utilize office space in the home of our president. This space is provided to the Company by our president on a rent free basis, and it is anticipated that this arrangement will continue for at least the next twelve months.

ITEM 3. LEGAL PROCEEDINGS

There is no litigation, pending or threatened, by or against the Company.

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

No SUBMISSION ~~matters~~OF ~~were~~MATTERS ~~submitted~~TO toA aVOTE ~~vote~~OF ofSECURITY ~~security holders during the period ended June 30, 2012.~~HOLDERS

9No matters were submitted to a vote of security holders during the period ended June 30, 2013.

~~PART II~~7

~~ITEM~~PART ~~5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~II

~~Market~~ITEM ~~Information~~ 5.

~~There~~MARKET isFOR noCOMMON trading market for our Common Stock at present and there has been no trading market since approximately 1998. We do not have a trading symbol. There is no assurance that a trading market will ever develop orEQUITY, ifRELATED ~~such~~STOCKHOLDER ~~a market does develop~~MATTERS, that it will continue. The Company intends to request a broker-dealer to make application to Finra to have the Company's securities traded on the OTC Bulletin Board System or published, in print and electronic media, or either, in the Pink Sheets, LLC ("Pink Sheets"), however there is no assurance that a broker-dealer will agree to make such application or, if one does, that Finra will provide us with a symbol.

~~Holders~~AND ISSUER PURCHASES OF EQUITY SECURITIES

AsMarket ofInformation ~~June 30, 2012, there were approximately 644 stockholders of record holding our common stock.~~

~~Dividends~~There is no trading market for our Common Stock at present and there has been no trading market since approximately 1998. We do not have a trading symbol. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue. The Company intends to request a broker-dealer to make application to Finra to have the Company's securities traded on the OTC Bulletin Board System or published, in print and electronic media, or either, in the Pink Sheets, LLC ("Pink Sheets"), however there is no assurance that a broker-dealer will agree to make such application or, if one does, that Finra will provide us with a symbol.

WeHolders have never paid a dividend on our common stock and we do not intend to pay a dividend in the foreseeable future. We have had no operating earnings to date and we anticipate that any earnings we may realize in the future will be utilized to build up our inventory of art and collectibles for sale.

~~Recent~~As ~~Sales~~of June 30, 2013, there were approximately 644 stockholders of ~~Unregistered~~record ~~Securities~~holding our common stock.

~~During~~Dividends the fiscal year ended June 30, 2012 there were no sales of unregistered securities. The last sale of unregistered securities was on June 28, 2010 when the Company’s president, Daniel Masters purchased unregistered securities from the Company. Mr. Masters received a total of 2,000,000 common shares on June 28, 2010 in exchange for 87 signed, numbered, limited edition, lithographic prints produced by comedian and artist Red Skelton valued at a total of $10,000 or $0.005 per share of stock issued. We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:

-We ~~The~~have ~~issuance~~never paid a dividend on our common stock and we do not intend to pay a dividend in the foreseeable future. We have had no ~~underwriters,~~operating ~~underwriting discounts~~earnings orto ~~commissions;~~date and we anticipate that any earnings we may realize in the future will be utilized to build up our inventory of art and collectibles for sale.

-Recent WeSales ~~placed~~of aUnregistered ~~restrictive~~Securities ~~legend on the certificate issued;~~

-During the fiscal years ended June 30, 2013 and 2012 there were no sales of unregistered securities. The last sale of unregistered securities was ~~not~~on ~~made~~June 28, 2010 when the Company’s president, Daniel Masters purchased unregistered securities from the Company. Mr. Masters received a total of 2,000,000 common shares on June 28, 2010 in exchange for 87 signed, numbered, limited edition, lithographic prints produced by ~~general~~comedian ~~solicitation~~ and artist Red Skelton valued by the Company at a total of $10,000 or ~~advertising;~~$0.005 per share of stock issued. We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:

- The ~~sales~~issuance ~~was~~had ~~made~~no ~~to an officer~~underwriters, ~~director, and~~underwriting ~~accredited~~discounts ~~investor.~~or commissions;

In - We ~~connection~~placed ~~with~~a ~~the~~restrictive ~~above~~legend ~~transaction,~~on ~~we provided~~ the ~~following~~certificate ~~to the investor:~~issued;

- The ~~Access~~sale towas ~~all~~not ~~our~~made ~~books~~by ~~and~~general ~~records.~~solicitation or advertising;

- The ~~Access~~sales was made to ~~all~~an ~~material~~officer, ~~contracts~~director, and ~~documents relating~~accredited ~~to our operations~~investor.

- In ~~The~~connection ~~opportunity~~with tothe ~~obtain~~above ~~any additional information~~transaction, ~~to the extent~~ we ~~possessed~~provided ~~such information, necessary to verify~~ the ~~accuracy~~following ~~of the information~~ to ~~which~~ the investor ~~was given access.~~:

~~Forward~~ - Access ~~Stock~~to ~~Split~~all our books and records.

~~There~~ - Access ~~were~~to noall ~~stock~~material ~~splits~~contracts ~~during the year ended June 30, 2012. On June 25, 2010 the Company affected a forward split of its existing~~ and ~~outstanding~~documents ~~shares~~relating onto ~~the~~our ~~basis of 12 new shares for each 10 old shares~~operations.

~~Repurchases~~ - The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investor was given access.

We Forward ~~have~~Stock ~~never repurchased any shares of our common stock, nor were any repurchases made on our behalf, nor have any future repurchases been authorized.~~Split

There were no stock splits during the years ended June 30, 2013 and 2012. On June 25, 2010 the Company affected a forward split of its existing and outstanding shares on the basis of 12 new shares for each 10 old shares.

~~ITEM 6. SELECTED FINANCIAL DATA~~8

~~The~~Repurchases following balance sheet data and statement of operations data for the year ended June 30, 2012 and 2011 were derived from our audited financial statements. Our audited financial statements for those periods and the notes thereto appear elsewhere herein. The data should be read in conjunction with the annual financial statements, related notes, and other financial information appearing elsewhere herein.

	June 30, 2012	June 30, 2011
Statement of Operations Data
Revenues	400	150
Cost of Sales	230	115
Expenses	2,500	5,000
Profit (Loss)	(2,330)	(4,965)
Other Income	6	12
Net Profit (Loss) before Tax	17,876	(4,953	)
Earning (Loss) per Share	0.008	(0.002	)
Weighted Average Common Shares	2,243,500	2,243,500
Balance Sheet Data
Cash	3,068	5,162
Inventory	9,655	9,885
Total Assets	12,723	15,047
Liabilities	0	20,200
Stockholders’ Equity	12,723	(5,153	)

We have never repurchased any shares of our common stock, nor were any repurchases made on our behalf, nor have any future repurchases been authorized.

ITEM 76. ~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~The~~SELECTED ~~following~~FINANCIAL ~~discussion~~DATA and analysis is intended to help you understand our financial condition and results of operations for the fiscal years ended June 30, 2012 and 2011. You should read the following discussion and analysis together with our audited financial statements and the notes to the financial statements included under Item 8 in this report. Our future financial condition and results of operations will vary from our historical financial condition and results of operations described below based on a variety of factors. You should carefully review the risks described under Item 1A and elsewhere in this report, which identify certain important factors that could cause our future financial condition and results of operations to vary.

11The following balance sheet data and statement of operations data for the years ended June 30, 2013 and 2012 were derived from our audited financial statements. Our audited financial statements for those periods and the notes thereto appear elsewhere herein. The data should be read in conjunction with the annual financial statements, related notes, and other financial information appearing elsewhere herein.

1) Liquidity: On June 30, 2012 the Company had cash on hand of $3,068 and an inventory of art and/or collectibles consisting of 84 signed, numbered, limited edition, lithographic prints by artist and comedian Red Skelton. These lithographs are valued at $9,655. This compares with cash of $5,162 and inventory of 86 signed, numbered, limited edition, lithographic prints by Red Skelton valued at $9,885 at June 30, 2011. 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, the President of the Company has agreed that he will pay these charges, if they exceed the cash on hand, with his personal funds as interest free loans to the Company or as capital contributions.


	June 30, 2013	June 30, 2012
Statements of Operations Data
Revenues Cost of Sales	150 115	400 230
Expenses	2,500	2,858
Gross Profit (Loss) Other Income Net Income (Loss) Earning (Loss) per Share	(2,465) 1,282 (1,183) 0.001	(2,688) 18,564 (15,876) (0.007)
Weighted Average Common Shares	2,243,500	2,243,500



Balance Sheets Data
Cash Inventory	0 9,540	3,068 9,655
Total Assets	9,540	12,723

Liabilities	0	2,000

Stockholders’ Equity	9,540	10,723

2)ITEM Capital Resources: As noted above, the Company has only $3,068 in liquid capital resources but will rely upon interest free loans or capital contributions from its President, if necessary, to meet its needs7.

3)MANAGEMENT'S ~~Results~~DISCUSSION ofAND ~~Operations:~~ANALYSIS ~~From~~OF ~~2008~~FINANCIAL toCONDITION June, 2010 the Company conducted no operations other than the search for a merger or acquisition candidate and the preparation of its filings with the SEC. In June 2010 the Company acquired an inventory of 87 artworks and determined to enter the business of selling art and collectibles. As of June 30, 2012 three such sales had been made.

4)AND ~~Off-Balance~~RESULTS ~~Sheet~~OF ~~Arrangements: The Company has no off balance sheet arrangements.~~OPERATIONS

5)The ~~Disclosure~~following discussion and analysis is intended to help you understand our financial condition and results of ~~Contractual~~operations ~~Obligations:~~for ~~The Company~~the ~~has~~fiscal noyears ~~contractual~~ended ~~obligations~~June 30, 2013 and 2012. You should read the following discussion and analysis together with our audited financial statements and the notes to the financial statements included under Item 8 in this report. Our future financial condition and results of operations will vary from our historical financial condition and results of operations described below based on a variety of factors. You should carefully review the risks described under Item 1A and elsewhere in this report, which identify certain important factors that could cause our future financial condition and results of operations to vary.

~~Item~~1) ~~7A.~~Liquidity: On ~~QUANTITATIVE~~June ~~AND~~30, ~~QUALITATIVE~~2013 ~~DISCLOSURES~~the ~~ABOUT~~Company ~~MARKET~~had ~~RISK~~no cash on hand but had an inventory of art and/or collectibles consisting of 83 signed, numbered, limited edition, lithographic prints by artist and

Management believes that the Company bears no direct market risk. The Company holds no debt or equity securities, no foreign currencies, and has no credit facility. The President of the Company has agreed to extend loans to the Company as needed to meet obligations, however these will be interest free. The Company has not made any sales, purchases, or commitments with foreign entities which would expose it to currency risks.9

12comedian Red Skelton. These lithographs are valued at $9,540. This compares with cash of $3,068 and inventory of 84 signed, numbered, limited edition, lithographic prints by Red Skelton valued at $9,655 at June 30, 2012. 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, the President of the Company has agreed that he will pay these charges, if they exceed the cash on hand, with his personal funds as interest free loans to the Company or as capital contributions.

~~ITEM~~2) 8.Capital ~~FINANCIAL~~Resources: As ~~STATEMENTS~~noted ~~AND~~above, ~~SUPPLEMENTARY~~the ~~DATA~~Company has no liquid capital resources but will rely upon interest free loans or capital contributions from its President to meet its needs.

~~THREE~~3) ~~SHADES~~Results ~~FOR~~of ~~EVERYBODY~~Operations: From 2008 to June, ~~INC~~2010 the Company conducted no operations. In June 2010 the Company acquired an inventory of 87 artworks and determined to enter the business of selling art and collectibles. As of June 30, 2013 four such sales had been made.

~~FINANCIAL~~From ~~STATEMENTS~~the inception of the corporation in July, 1985 through June 30, 2013, we generated a net loss of $1,451,754, most of which is related to the video imaging business we operated in the late 1980s.

~~FOR~~For ~~THE~~the ~~YEARS~~year ~~ENDED~~ended June 30, 2012 we had sales revenues of $400 and cost of sales of $230 and incurred $2,858 in general and administrative expense, but generated a net profit of $15,876. Most of this profit was the result of debt forgiveness totaling $18,558. This level of debt forgiveness should be considered a one time occurrence. In the year ended June 30, 2013 we had sales revenues of $150 and cost of sales of $115 and incurred $2,500 in general and administrative expense, and generated a net loss of $1,183.

~~June~~4) ~~30,~~Off-Balance ~~2012~~Sheet ~~and~~Arrangements: The ~~2011~~Company has no off balance sheet arrangements.

~~Immediately~~5) ~~following~~Disclosure ~~please~~of ~~see~~Contractual Obligations: The Company has no contractual obligations.

~~Report~~Item ~~Of Independent Registered Public Accountant~~7A.

~~Balance~~QUANTITATIVE ~~Sheets~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Statement~~Management believes that the Company bears no direct market risk. The Company holds no debt or equity securities, no foreign currencies, and has no credit facility. The President of ~~Operations~~the Company has agreed to extend loans to the Company as needed to meet obligations, however these will be interest free. The Company has not made any sales, purchases, or commitments with foreign entities which would expose it to currency risks.

~~Statement~~ITEM ~~of Changes in Stockholders’ Equity~~8.

~~Statement~~FINANCIAL ofSTATEMENTS ~~Cash~~AND ~~Flows~~SUPPLEMENTARY DATA

~~Notes~~THREE toSHADES ~~Financial~~FOR ~~Statements~~EVERYBODY, INC.

13FINANCIAL STATEMENTS

~~Stan~~FOR ~~J.H.~~THE ~~Lee,~~YEARS ~~CPA~~ENDED

~~2160~~June ~~North~~30, ~~Central~~2013 ~~Rd.~~and ~~Suite 209 * Fort Lee * NJ 07024~~2012

~~Mailing~~Immediately ~~address:~~following ~~P.O.~~please ~~Box 436402 * San Diego * CA 92143~~see:

~~Tel:~~Report ~~619-623-7799~~Of * Fax:Independent 619-564-3408 *Registered ~~E-mail:~~Public ~~stan2u@gmail.com~~Accountant

~~Report of~~Balance ~~Independent Registered Public Accounting Firm~~Sheets

~~To the~~Statement ~~Board~~ of ~~Directors and Shareholders of~~ Operations

~~Three~~Statement ~~Shades~~of ~~For~~Changes ~~Everybody,~~in ~~Inc.~~Stockholders’ Equity

WeStatement ~~have audited the accompanying balance sheets~~ of ~~Three~~Cash Shades For Everybody, Inc. as of June 30, 2012 and 2011 and the related statements of operations, changes in shareholders’ equity and cash flows for the fiscal years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.Flows

WeNotes ~~conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit~~ to ~~obtain~~Financial reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.Statements

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Three Shades For Everybody, Inc. as of June 30, 2012 and 2011, and the results of its operations and its cash flows for the fiscal years then ended in conformity with U.S. generally accepted accounting principles.10

~~The~~PLS ~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements~~CPA, ~~the~~A ~~Company’s lack~~PROFESSIONAL ~~of profitability and short-term liquidity raise substantial doubt about its ability to continue as a going concern~~CORP. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/~~t ~~Stan~~4725 ~~J.H.~~MERCURY ~~Lee,~~STREET ~~CPA~~#210 t SAN DIEGO t CALIFORNIA 92111t

~~__________________________________~~t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979

~~Stan J.H.~~t ~~Lee,~~E-MAIL ~~CPA~~changgpark@gmail.com t

~~August 21,~~Report ~~2012~~of Independent Registered Public Accounting Firm

~~Fort~~To ~~Lee,~~the ~~NJ,~~Board ~~07024~~of Directors and Stockholders

14Three Shades For Everybody, Inc.

~~THREE~~We ~~SHADES~~have ~~FOR~~audited ~~EVERYBODY~~the accompanying balance sheets of Three Shades for Everybody, ~~INC~~Inc. (A Development Stage “Company”) as of June 30, 2013 and 2012, and the related statements of operations, changes in shareholders’ equity and cash flows for the years ended June 30, 2013 and 2012, and the period from July 23, 1985 (inception) to June 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

(AWe ~~Development~~conducted ~~Stage~~our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

~~BALANCE~~In ~~SHEETS~~our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Three Shades for Everybody, Inc. as of June 30, 2013 and 2012, and the result of its operations and its cash flows for the years ended June 30, 2013 and 2012, and the period from July 23, 1985 (inception) to June 30, 2013 in conformity with U.S. generally accepted accounting principles.

	As of			As of
	June 30, 2012			June 30, 2011
ASSETS
Current Assets:
Cash	$	3,068		$	5,162
Inventory		9,655			9,885
TOTAL ASSETS	$	12,723		$	15,047
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	0		$	2,500
Payable to a related party		0			17,700
Total Liabilities	$	0		$	20,200
Shareholders’ Equity
Preferred stock, $.001 par value, 50,000,000 shares authorized, none issued or outstanding as of June 30, 2012 and 2011		0			0
Common stock, 200,000,000 shares authorized at $.001 par value, 2,243,500 shares issued and outstanding as of June 30, 2012 and June 30,2011		2,243			2,243
Paid-in capital		1,459,051			1,459,051
Deficit during Development Stage		(1,448,571	)		(1,466,447	)
		12,723			(5,153	)
Total Liabilities & Shareholders’ Equity		12,723			15,047

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~See~~/s/PLS ~~Notes to Financial Statements~~CPA

15____________________

~~THREE~~ PLS ~~SHADES~~CPA, ~~FOR~~A ~~EVERYBODY, INC~~Professional Corp.

(ASeptember ~~Development~~27, ~~Stage Company)~~2013

~~STATEMENT~~San OFDiego, ~~OPERATIONS~~CA. 92111

							Cumulative since
	Year Ended			Year Ended			inception to
	June 30, 2012			June 30, 2011			June 30, 2012
Revenue	$	400		$	150		$	4,290,686
Cost of Sales		230			115			345
Gross Profit		170			35			4,290,341
Operating Expenses
General & Administrative Exps		2,500			5,000			5,759,130
Total Expenses		2,500			5,000			5,759,130
Gross Profit (Loss)		(2,330	)		(4,965	)		(1,468,789	)
Other Income (Loss)
Forgiveness of payable to a related party		20,200						20,200
Interest income		6			12			18
Income (Loss) before income taxes		17,876			(4,953	)		(1,448,571	)
Provision for income taxes		–			–			–
Net Income	$	17,876		$	(4,953	)	$	(1,448,571	)
Income/Loss per Common Share		0.008			(0.002	)
Weighted Average Number of Common Shares Basic and Diluted		2,243,500			2,243,500

See Notes to Financial Statements


THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)

BALANCE SHEETS

ASSETS
	As of June 30, 2013	As of June 30, 2012
Current Assets:

Cash	$ -	$ 3,068
Inventory	9,540	9,655

TOTAL ASSETS	$ 9,540	$ 12,723

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts Payable	$ -	$ 2,000
TOTAL LIABILITIES	-	2,000

Stockholders' Equity:
Preferred stock, $ .001 par value, 50,000,000 shares authorized, no share issued or outstanding as of June 30, 2013 or 2012	-	-
Common stock, $.001 par value; 200,000,000 shares authorized, 2,243,500 shares issued and outstanding as of June 30, 2013 and 2012	2,243	2,243
Additional paid in capital	1,459,051	1,459,051
Deficit accumulated during development stage	(1,451,754)	(1,450,571)

TOTAL STOCKHOLDERS' EQUITY	$ 9,540	$ 10,723

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 9,540	$ 12,723

See Notes to Financial Statements

1612

THREE SHADES FOR EVERYBODY, INC.


THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS

	Year Ended June 30, 2013	Year Ended June 30, 2012	Accumulated since July 23, 1985 (inception) to June 30, 2013

Net Revenue	$ 150	$ 400	$ 4,290,836

Cost of Sales	115	230	460

Gross Profit	35	170	4,290,376

Operating Expenses

General and Administrative Expense	2,500	2,858	5,761,988

Total Expenses	2,500	2,858	5,761,988

Gross Profit (Loss)	(2,465)	(2,688)	(1,471,612)

Other Income and Expense

Debt Forgiveness	1,281	18,558	19,839

Interest Income	1	6	19

Total Other Income and Expense	1,282	18,564	19,858

Provision for Income Tax	-	-	-

Net Income (Loss)	$ (1,183)	$ 15,876	$ (1,451,754)

Basic and Diluted Earnings (Loss) per Share	$ (0.001)	$ 0.007

Weighted Average Number of Common Shares Outstanding	2,243,500	2,243,500


See Notes to Financial Statements

~~(A Development Stage Company)~~13

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY


THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

	Common Stock		Additional Paid-in Capital	Deficit Accumulated During Development Stage	Balance
	Shares	Amount

Initial Issuance of Common Stock	26,427	26	974
Net (loss) in year ended 6/30/85				(18,475)
Balance 6/30/85	26,427	$ 26	$ 974	$ (18,475)	$ (17,475)

Issuance of Common Stock	65,537	66	12,334
Net (loss) in year ended 6/30/86				(647,204)
Balance 6/30/86	$ 91,964	$ 92	$ 13,308	$ (665,679)	$ (652,279)

Issuance of Common Stock for Cash	36,996	37	69,963
Issuance of Common Stock for Acquisition	90,405	90	3,331
Net (loss) in year ended 6/30/87				(290,805)
Balance 6/30/87	$ 219,365	$ 219	$ 86,602	$ (956,484)	$ (869,663)

Issuance of Common Stock for Cash	9,976	10	91,490
Net (loss) in year ended 6/30/88				(489,278)
Balance 6/30/88	229,341	$ 229	$ 178,092	$ (1,445,762)	$ (1,267,441)

Issuance of Stock on Warrant Exercise	37,012	37	378,513
Issuance of Stock for Debt Forgiveness	6,030	6	196,463	196,241
Net (loss) in year ended 6/30/89				(708,631)
Balance 6/30/89	272,383	$ 272	$ 753,068	$ (1,958,152)	$ (1,204,812)

Issuance of Stock for Debt Forgiveness	41,350	42	206,943	205,420
Net (loss) in year ended 6/30/90				(157,399)
Balance 6/30/90	313,733	$ 314	$ 960,011	$ (1,910,131)	$ (949,806)

Net (loss) in year ended 6/30/91
Balance 6/30/91	313,733	$ 314	$ 960,011	$ (1,910,131)	$ (949,806)

Net (loss) in year ended 6/30/92
Balance 6/30/92	313,733	$ 314	$ 960,011	$ (1,910,131)	$ (949,806)

Net (loss) in year ended 6/30/93
Balance 6/30/93	313,733	$ 314	$ 960,011	$ (1,910,131)	$ (949,806)

Debt Eliminated by Statute of Limitations			463,937	463,937
Net (loss) in year ended 6/30/94
Balance 6/30/94	313,733	$ 314	$ 1,423,948	$ (1,446,194)	$ (21,932)

Net (loss) in year ended 6/30/95
Balance 6/30/95	313,733	$ 314	$ 1,423,948	$ (1,446,194)	$ (21,932)

Issuance of Stock for Services	502,099	502	$ 18,498
Net (loss) in year ended 6/30/96
Balance 6/30/96	815,832	$ 816	$ 1,442,446	$ (1,446,194)	$ (2,932)

Net (loss) in year ended 6/30/97
Balance 6/30/97	815,832	$ 816	$ 1,442,446	$ (1,446,194)	$ (2,932)

Net (loss) in year ended 6/30/98
Balance 6/30/98	815,832	$ 816	$ 1,442,446	$ (1,446,194)	$ (2,932)

Reverse Stock Split - 1 for 100	(807,675)	(808)	808
Issuance of Common Stock for Cash	26,427	26	2,474
Net (loss) in year ended 6/30/99
Balance 6/30/99	34,584	$ 34	$ 1,445,728	$ (1,446,194)	$ (432)

Stock Split - 2.8 for 1	62,253	62	(62)		$ -
Issuance of Stock for Services	11,419	12	$ 420		$ 432
Net (loss) in year ended 6/30/2000
Balance 6/30/2000	108,256	$ 108	$ 1,446,086	$ (1,446,194)	$ -

Net (loss) in year ended 6/30/01
Balance 6/30/01	108,256	$ 108	$ 1,446,086	$ (1,446,194)	$ -

Net (loss) in year ended 6/30/02
Balance 6/30/02	108,256	$ 108	$ 1,446,086	$ (1,446,194)	$ -

Net (loss) in year ended 6/30/03
Balance 6/30/03	108,256	$ 108	$ 1,446,086	$ (1,446,194)	$ -

Net (loss) in year ended 6/30/04
Balance 6/30/04	108,256	$ 108	$ 1,446,086	$ (1,446,194)	$ -

Net (loss) in year ended 6/30/05
Balance 6/30/05	108,256	$ 108	$ 1,446,086	$ (1,446,194)	$ -

Net (loss) in year ended 6/30/06
Balance 6/30/06	108,256	$ 108	$ 1,446,086	$ (1,446,194)	$ -

Net (loss) in year ended 6/30/07
Balance 6/30/07	108,256	$ 108	$ 1,446,086	$ (1,446,194)	$ -

Issuance of Stock for Services	135,244	135	4,965		$ 5,100
Net (loss) in year ended 6/30/08				(5,100)	$ (5,100)
Balance 6/30/08	243,500	243	$ 1,451,051	$ (1,451,294)	$ -

Net (loss) in the year ended 6/30/09				(5,000)	$ (5,000)
Balance 6/30/09	243,500	243	$ 1,451,051	$ (1,456,294)	$ (5,000)

Issuance of Stock for Art Works	2,000,000	2,000	8,000		$ 10,000
Net (loss) in year ended 6/30/10				(5,200)	$ (5,200)
Balance 6/30/10	2,243,500	2,243	$ 1,459,051	$ (1,461,494)	$ (200)

Net (loss) in the year ended 6/30/11				(4,953)	(4,953)
Balance 6/30/11	2,243,500	2,243	$ 1,459,051	$ (1,466,447)	$ (5,153)

Net (loss) in the year ended 6/30/12				15,876	15,876
Balance 6/30/12	2,243,500	2,243	$ 1,459,051	$ (1,450,571)	$ 10,723

Net (loss) in the year ended 6/30/13				(1,183)	$ (1,183)
Balance 6/30/13	2,243,500	2,243	$ 1,459,051	$ (1,451,754)	$ 9,540

	See Notes to Financial Statements

										Accumulated
							Additional			During the
	Common Stock						Paid-In			Development
	Shares			Amount			Capital			Stage			Balance
Initial Issuance of Common Stock		26,427		$	26		$	974
Net loss for year Ended 6/30/85										$	(18,475	)
Balance at 6/30/85		26,427		$	26		$	974		$	(18,475	)	$	(17,475	)
Issuance of Common Stock		65,537		$	66		$	12,334
Net loss for year Ended 6/30/86										$	(647,204	)
Balance at 6/30/86		91,964		$	92		$	13,308		$	(665,679	)	$	(652,279	)
Issuance of Common Stock for Cash		36,996		$	37		$	69,963
Issuance of Common Stock for Acquisition		90,405		$	90		$	3,331
Net loss for year Ended 6/30/87										$	(290,805	)
Balance at 6/30/87		219,365		$	219		$	86,602		$	(956,484	)	$	(869,663	)
Issuance of Common Stock for Cash		9,976		$	10		$	91,490
Net loss for year Ended 6/30/88											(489,278	)
Balance at 6/30/88		229,341		$	229		$	178,092		$	(1,445,762	)	$	(1,267,441	)
Issuance of Stock on Warrant Exercise		37,012		$	37		$	378,513
Issuance of Stock for Debt Forgiveness		6,030			6			196,463			196,241
Net loss for year Ended 6/30/89										$	(708,631	)
Balance at 6/30/89		272,383		$	272		$	753,068		$	(1,958,152	)	$	(1,204,812	)
Issuance of Stock for Debt Forgiveness		41,350		$	42		$	206,943			205,420
Net loss for year Ended 6/30/90										$	(157,399	)
Balance at 6/30/90		313,733		$	314		$	960,011		$	(1,910,131	)	$	(949,806	)
Net loss for year Ended 6/30/91										$	0
Balance at 6/30/91		313,733		$	314		$	960,011		$	(1,910,131	)	$	(949,806	)
Net loss for year Ended 6/30/92										$	0
Balance at 6/30/92		313,733		$	314		$	960,011		$	(1,910,131	)	$	(949,806	)
Net loss for year Ended 6/30/93										$	0
Balance at 6/30/93		313,733		$	314		$	960,011		$	(1,910,131	)	$	(949,806	)
Debt eliminated by statute of limitations								463,937			463,937
Net loss for year Ended 6/30/94										$	0
Balance at 6/30/94		313,733		$	314		$	1,423,948		$	(1,446,194	)	$	(21,932	)
Net loss for year Ended 6/30/95										$	0
Balance at 6/30/95		313,733		$	314		$	1,423,948		$	(1,446,194	)	$	(21,932	)
Issuance of stock for services		502,099		$	502			18,498
Net loss for year Ended 6/30/96										$	0
Balance at 6/30/96		815,832		$	816		$	1,442,446		$	(1,446,194	)	$	(2,932	)
Net loss for year Ended 6/30/97										$	0
Balance at 6/30/97		815,832		$	816		$	1,442,446		$	(1,446,194	)	$	(2,932	)
Net loss for year Ended 6/30/98										$	0
Balance at 6/30/98		815,832		$	816		$	1,442,446		$	(1,446,194	)	$	(2,932	)
Reverse stock split 1 for 100		(807,675	)		(808	)		808
Issuance of stock for cash		26,427			26			2,474
Net loss for year Ended 6/30/99										$	0
Balance at 6/30/99		34,584		$	34		$	1,445,728		$	(1,446,194	)	$	(432	)
Stock split 2.8 for 1		62,253			62			(62	)
Issuance of stock for cash		11,419			12			420
Net loss for year Ended 6/30/2000										$	0
Balance at 6/30/2000		108,256		$	108		$	1,446,086		$	(1,446,194	)	$	–
Net loss for year Ended 6/30/01										$	0
Balance at 6/30/01		108,256		$	108		$	1,446,086		$	(1,446,194	)	$	–
Net loss for year Ended 6/30/02										$	0
Balance at 6/30/02		108,256		$	108		$	1,446,086		$	(1,446,194	)	$	–
Net loss for year Ended 6/30/03										$	0
Balance at 6/30/03		108,256		$	108		$	1,446,086		$	(1,446,194	)	$	–
Net loss for year Ended 6/30/04										$	0
Balance at 6/30/04		108,256		$	108		$	1,446,086		$	(1,446,194	)	$	–
Net loss for year Ended 6/30/05										$	0
Balance at 6/30/05		108,256		$	108		$	1,446,086		$	(1,446,194	)	$	–
Net loss for year Ended 6/30/06										$	0
Balance at 6/30/06		108,256		$	108		$	1,446,086		$	(1,446,194	)	$	–
Net loss for year Ended 6/30/07										$	0
Balance at 6/30/07		108,256		$	108		$	1,446,086		$	(1,446,194	)	$	–
Issuance of stock for services		135,244			135			4,965
Net loss for year Ended 6/30/08										$	(5,100	)
Balance at 6/30/08		243,500		$	243		$	1,451,051		$	(1,451,294	)	$	–
Net loss for year Ended 6/30/09										$	(5,000	)
Balance at 6/30/09		243,500		$	243		$	1,451,051		$	(1,456,294	)	$	(5,000	)
Issuance of stock for art works		2,000,000			2,000			8,000
Net loss for year Ended 6/30/10										$	(5,200	)
Balance at 6/30/10		2,243,500		$	2,243		$	1,459,051		$	(1,461,494	)	$	(200	)
Net loss for year Ended 6/30/11										$	(4,953	)
Balance at 6/30/11		2,243,500		$	2,243		$	1,459,051		$	(1,466,447	)	$	(5,153	)
Net income for year Ended 6/30/12										$	17,876
Balance at 6/30/12		2,243,500		$	2,243		$	1,459,051		$	(1,448,571	)	$	12,723

See Notes to Financial Statements


THREE SHADES FOR EVERYBODY, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS

	Year Ended June 30, 2013	Year Ended June 30, 2013	Accumulated since July 23, 1985 (inception) to June 30, 2013
Cash Flows From Operation Activities

Net Profit (Loss)	$ (1,183)	$ 15,876	$ (1,451,754)
Adjustments to reconcile net Income (Loss) to cash provided by (used in) operations	-	-	-
Depreciation	-	-	-
Common Stock issued for services	-	-	-
Decrease in payable to a related party for debt forgiveness	(1,281)	(18,558)	(18,558)
Decrease (Increase) in Inventory	115	230
Increase (Decrease) in accounts Payable	(719)	358	(9,946)

Net cash provided by (used in) operating activitites	(3,068)	(2,094)	(1,480,258)

Cash Flows from Investing Activities
	-	-	-
Net cash provided by (used in) investing activities	-	-	-

Cash Flows from Financing Activities

Proceeds of loan from related party	-	-	1,449,200
Common stock issued	-	-	10,000
Net cash provided by (used in) financing activities		-	1,459,200

Net increase (decrease) in cash	(3,068)	(2,094)	(21,058)

Cash beginning of year	3,068	5,162	-

Cash end of year	$ -	$ 3,068	$ -

Supplemental Discolsures of Cash Flow Information
Interest paid	$ -	-
Income taxes paid	$ -	-

See Notes to Financial Statements

1718

THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

~~STATEMENT~~Notes OFto ~~CASH~~Financial ~~FLOWS~~Statements

							Cumulative since
	Year Ended			Year Ended			inception to
	June 30, 2012			June 30, 2011			June 30, 2012
Cash Flows From Operating Activities
Net Profit (Loss)	$	17,876		$	(4,953	)	$	(1,448,571	)
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	)		0			(20,200	)
Changes in operating
Assets and liabilities		(2,270	)		2,615			(10,061	)
Net cash provide by (used in) ops		(4,594	)		(2,338	)		(1,478,832	)
Cash Flows From Investing Activities
Net cash provided by (used in) investing activities		–			–			–
Cash Flows From Financing Activities
Conversion of account payable		2,500			0			2,500
Proceeds of loan from related party		–			2,500			1,449,200
Common stock issued		–			–			10,000
Net cash provided by financing acts		2,500			2,500			1,461,700
Net increase (decrease)		(2,094	)		162			(17,132	)
Cash at beginning of period		5,162			5,000			0
Cash at end of period	$	3,068		$	5,162			3,068
Supplemental Disclosures of Cash Flow Information
Interest paid	$	–		$	–		$	–
Income taxes paid	$	–		$	–		$	–
Non-cash Investing and Financing Activities
Common stock issued	$	–		$	–			10,000

June 30, 2013 and 2012

~~See~~NOTE ~~Notes~~1- toORGANIZATION ~~Financial~~AND ~~Statements~~DESCRIPTION OF BUSINESS

18THE COMPANY

~~THREE~~Three ~~SHADES~~Shades ~~FOR~~for ~~EVERYBODY~~Everybody, ~~INC~~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. The Company is a development stage company, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915. The Company’s activities to date have been limited to organization and capital

(ANOTE ~~Development~~2- ~~Stage~~SUMMARY ~~Company)~~OF SIGNIFICANT ACCOUNTING POLICIES

~~Notes~~BASIS toOF ~~Financial Statements~~PRESENTATION

~~June~~The ~~30,~~financial ~~2012~~statements of the Company have been prepared in accordance with General Accepted Accounting Principles (GAAP) accepted in the United States of America applicable to exploration stage enterprises, and ~~2011~~are expressed in U.S. dollars. The Company’s fiscal year end is June 30.

~~NOTE~~USE ~~1 - SUMMARY~~ OF ~~SIGNIFICANT ACCOUNTING POLICIES~~ESTIMATES

~~THE~~The ~~COMPANY~~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.

~~Three~~CASH 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~~CASH ~~BY DEVELOPMENT STAGE ENTERPRISES," is considered a development stage enterprise.~~EQUIVALENTS

~~CASH~~For ~~AND~~purposes ~~CASH~~of ~~EQUIVALENTS~~the statements of cash flows, the Company considers cash instruments with original maturities of less than three months to be cash equivalents.

~~For~~REVENUE ~~purposes of the statements of cash flows, the Company considers cash instruments with original maturities of less than three months to be cash equivalents.~~RECOGNITION

~~START-UP~~The ~~COSTS~~Company has realize small revenues from operations and is still in the development stage. The Company will recognize revenue when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is reasonably assured.

~~Costs of start~~START-upUP ~~activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.~~COSTS

~~INCOME~~Costs ~~TAXES~~of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

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, 2012 or 2011.19

~~USE~~INCOME ~~OF ESTIMATES~~TAXES

The ~~presentation~~Company ofaccounts ~~financial~~for ~~statements~~income intaxes ~~conformity~~under ~~with~~SFAS ~~generally accepted~~No. ~~accounting~~109, ~~principles~~"Accounting ~~requires~~for ~~management~~Income toTaxes." ~~make~~This ~~estimates~~statement ~~and~~requires ~~assumptions~~an ~~that~~asset ~~affect~~and ~~the~~liability ~~reported~~approach ~~amounts~~to ofaccount ~~assets and~~for ~~liabilities,~~income ~~disclosure~~taxes. ofThe ~~contingent~~Company ~~assets~~provides ~~and~~deferred ~~liabilities~~income attaxes ~~the~~for ~~date~~temporary ofdifferences ~~the~~that ~~financial~~will ~~statements,~~result ~~and~~in ~~the~~taxable ~~reported~~or deductible amounts of ~~revenues~~in ~~and~~future ~~expenses~~years ~~during~~based on the ~~periods~~reporting ~~presented.~~of ~~Actual~~certain ~~results~~costs ~~may~~in ~~differ~~different ~~significantly~~periods ~~from~~for ~~those~~financial ~~estimates~~June 30, 2013 or 2012.

FAIR VALUES OF FINANCIAL INSTRUMENTS

~~Statement~~Fair ofvalue ~~Financial~~measurements ~~Accounting~~are ~~Standards~~determined ~~No.~~based ~~107,~~on ~~DISCLOSURES ABOUT~~the ~~FAIR~~assumptions ~~VALUE~~that OFmarket ~~FINANCIAL~~participants ~~INSTRUMENTS,~~would ~~requires~~use ~~disclosure~~in ofpricing ~~fair~~an ~~value~~asset ~~information~~or ~~about~~liability. ASC ~~financial~~820-10 ~~instruments,~~establishes ~~whether~~a ~~or not~~hierarchy ~~recognized~~for inputs used in ~~the~~measuring ~~balance~~fair ~~sheet.~~value Inthat ~~cases~~maximizes ~~where~~the ~~quoted~~use ~~market~~of ~~prices~~observable ~~are~~inputs ~~not~~and ~~available,~~minimizes ~~fair~~the ~~values~~use ~~are~~of ~~based~~unobservable oninputs ~~estimates using~~by ~~present~~requiring ~~value~~that orthe ~~other~~most ~~valuation~~observable ~~techniques~~inputs be used when available. ~~Those~~FASB ~~techniques~~ASC ~~are~~820 ~~significantly~~establishes ~~affected~~a byfair ~~the~~value ~~assumptions~~hierarchy ~~used,~~that ~~including~~ prioritizes the ~~discount~~use ~~rate~~of ~~and~~inputs ~~estimates~~used ofin ~~future~~valuation ~~cash~~methodologies ~~flows.~~into the following three levels:

19· Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. · Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. · Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

InThe ~~that~~recorded ~~regard,~~amounts ~~the~~of ~~derived~~financial ~~fair value estimates cannot be substantiated by comparison to independent markets and~~instruments, inincluding ~~many~~cash ~~cases~~equivalents, ~~could~~accounts ~~not~~payable beapproximate ~~realized~~their inmarket ~~immediate~~values ~~settlement~~as of ~~the~~June ~~instruments.~~30, ~~Statement No~~2013. ~~107 excludes certain financial instruments and all non-financial instruments from its disclosure requirements.~~

~~FISCAL~~STOCK-BASED ~~YEAR~~COMPENSATION

The Company ~~adopted~~records ~~June~~stock 30based ascompensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its ~~fiscal~~employee ~~year~~stock ~~ending~~option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

~~STOCK-BASED~~RECENTLY ~~COMPENSATION~~ISSUED ACCOUNTING PRONOUNCEMENTS

InExcept ~~accordance~~for ~~with~~rules and interpretive releases of the ~~provisions~~SEC under authority of ~~SFAS~~federal ~~123~~securities laws and a limited number of grandfathered standards, the ~~Company~~FASB ~~follows the~~Accounting ~~intrinsic~~Standards ~~value~~Codification™ ~~based~~(“ASC”) ~~method~~is the sole source of ~~accounting~~authoritative asGAAP ~~prescribed~~literature recognized by ~~APB~~the ~~25,~~FASB ~~ACCOUNTING~~and ~~FOR~~applicable ~~STOCK~~to ~~ISSUED~~the TOCompany. Management ~~EMPLOYEES,~~has ~~for~~reviewed ~~its~~the ~~stock-based compensation~~aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

~~IMPACT~~NOTE OF3- ~~NEW~~STOCKHOLDERS' ~~ACCOUNTING STANDARDS~~EQUITY

~~The~~COMMON ~~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.~~STOCK

~~NOTE~~The 2Company -has ~~STOCKHOLDERS'~~authorized ~~EQUITY~~share capital of two hundred million (200,000,000) shares of common stock, having one tenth of a cent ($0.001) par value per share, and fifty million (50,000,000) shares of preferred stock, also having one tenth of a cent ($0.001) par value per share.

~~COMMON STOCK~~20

~~The~~In the year ended June 30, 1987 the Company’s ~~has~~S-18 ~~authorized~~registration ~~share~~statement ~~capital~~became ofeffective ~~two~~and ~~hundred~~the ~~million (200~~Company went public,~~000~~ issuing 1,400,000) ~~shares~~units, each consisting of ~~common~~one ~~stock,~~share ~~having~~and ~~one~~two ~~tenth~~warrants, ofat a ~~cent~~price (of $0.~~001)~~05 ~~par~~per ~~value~~unit. ~~per~~Also ~~share~~in that year it acquired VuTek Systems, ~~and~~Inc., ~~fifty~~in ~~million~~a ~~(50~~stock for stock exchange which resulted in the issuance of an additional 3,~~000~~421,000) shares of. ~~preferred~~Additional ~~stock~~shares were issued in 1988, ~~also~~1989, ~~having~~and ~~one~~1990 ~~tenth~~as a result of awarrant ~~cent~~exercises, ~~($0.001)~~private ~~par~~placements, ~~value~~and ~~per~~issuances ~~share~~for services.

InBy ~~the year ended~~ June 30, ~~1987~~1990 the Company ~~went~~had ~~public,~~a ~~issuing 1,400,000~~total ~~units, each consisting~~ of ~~one share and two warrants~~11,872,069 atshares aissued ~~price~~and ~~of $0~~outstanding.05 ~~per~~In ~~unit. Also in~~ that year itthe ~~acquired~~Company ~~VuTek Systems,~~completed ~~Inc.,~~the inclosure aof ~~stock~~its ~~for~~business ~~stock~~and ~~exchange~~became ~~which~~dormant. ~~resulted~~In in1994 the ~~issuance~~number of anshares ~~additional~~issued 3and outstanding remained at 11,~~421~~872,~~000~~069, ~~shares.~~however ~~Additional~~the ~~shares were~~additional ~~issued~~paid in ~~1988,~~capital ~~1989,~~was ~~and~~increased ~~1990~~by $463,937 as a result of ~~warrant~~the ~~exercises,~~expiration ~~private~~and ~~placements,~~forgiveness ~~and~~of ~~issuances~~debt ~~for~~through ~~services~~the Statute of Limitations.

ByIn ~~June~~1996 3019,000,000 ~~1990~~shares ~~the~~were ~~Company~~issued ~~had~~for services and in 1999, with a total of 1130,872,069 shares ~~issued and~~ outstanding., Ina ~~that~~1 ~~year~~for ~~the~~100 ~~Company~~reverse ~~completed~~split ~~the~~was ~~closure~~voted ofwhich ~~its~~reduced ~~business and became dormant. In 1994~~ the total number of shares issued and outstanding ~~remained~~to ~~at 11~~308,~~872,069,~~721. ~~however~~Also ~~the additional paid~~ in ~~capital~~June ~~was~~1999 ~~increased by $463~~1,~~937~~000,000 asshares awere ~~result~~issued ~~of the~~in ~~expiration~~a ~~and~~private ~~forgiveness~~placement, ofbringing ~~debt~~the ~~through~~total ~~the~~outstanding ~~Statute~~to of1,308,721 ~~Limitations~~shares.

In ~~1996~~the ~~19,000,000~~year ~~shares~~ended ~~were~~June ~~issued for services and in 1999, with a total of~~ 30,~~872,069~~ ~~shares~~2000 ~~outstanding,~~there was a 1forward ~~for 100 reverse~~ split ~~was~~of ~~voted~~2.8 ~~which~~for ~~reduced~~1, bringing the total number of shares ~~issued and~~ outstanding to ~~308~~3,~~721~~664,419. ~~Also~~Additional ~~in June 1999 1,000,000~~ shares were issued in athat ~~private~~year ~~placement,~~ bringing the total outstanding to 14,~~308~~096,~~721 shares~~575.

InThe ~~the~~total ~~year~~number ~~ended~~of ~~June~~shares ~~30,~~issued ~~2000~~and ~~there~~outstanding ~~was~~remained aat ~~forward~~4,096,575 ~~split~~until ofJuly ~~2.8 for 1~~23, ~~bringing~~2007. ~~the~~On ~~total~~that ~~number~~date ofan ~~shares~~additional ~~outstanding to 3~~5,~~664~~100,~~419.~~000 ~~Additional~~ shares were issued to the Company's officers in ~~that~~exchange ~~year~~for services and as reimbursement for expenses paid on behalf of the company, bringing the total outstanding to 49,~~096~~196,575 shares.

~~The~~On ~~total~~July ~~number~~24, of2008 ~~shares~~the ~~issued~~Company, ~~and~~with ~~outstanding~~the ~~remained~~consent atof ~~4,096,575 until~~its ~~July~~majority 23shareholder, ~~2007.~~adopted Ona ~~that~~resolution ~~date~~calling anfor ~~additional~~a ~~5,100,000~~reverse ~~shares~~split ~~were~~of its issued toand ~~the~~outstanding ~~Company's~~common ~~officers~~stock inat ~~exchange~~a ~~for~~ratio ~~services and~~of asone ~~reimbursement~~(1) new share for ~~expenses~~each ~~paid~~sixty on(60) ~~behalf~~old ofshares. ~~the~~As ~~company,~~a ~~bringing~~result the total number of common shares issued and outstanding was reduced to 9153,~~196,575 shares~~572.

20On 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 ~~July~~June 2428, ~~2008~~2010 ~~the~~a ~~Company,~~total ~~with the consent~~ of ~~its majority shareholder~~2, ~~adopted~~000,000 ashares ~~resolution~~were ~~calling~~issued ~~for~~to athe ~~reverse~~President ~~split~~ of ~~its~~the ~~issued~~Company ~~and~~in ~~outstanding~~exchange ~~common~~for ~~stock at~~ a ~~ratio~~collection of ~~one~~signed, ~~(1)~~numbered, ~~new~~lithographs ~~share~~by ~~for each~~Red ~~sixty (60) old shares~~Skelton. AsThe acollection ~~result~~consisted ~~the total number~~ of ~~common~~87 ~~shares~~pieces ~~issued~~ and ~~outstanding~~ was ~~reduced~~valued toat ~~153~~$10,~~572~~000 or $0.005 per share.

OnAs ~~June~~a ~~25,~~result ~~2010 the Company, with the consent~~ of ~~its~~these ~~majority~~issuances ~~shareholder, adopted a resolution~~ and anthe ~~amendment to its articles of incorporation calling for a~~ forward split ofthere ~~its~~were ~~issued and outstanding common stock at~~ a ~~ratio~~total of ~~twelve~~2,243,500 ~~(12) new~~ shares ~~for~~of ~~each~~common ~~ten~~stock ~~(10)~~issued ~~old shares~~ and ~~for~~outstanding ~~rounding~~as of ~~odd~~June ~~lots~~30, to2013 ~~the~~and ~~nearest round lot of shares~~2012. AsThere aare ~~result,~~no ~~the~~shares ~~total number~~ of ~~common~~preferred ~~shares~~stock 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.~~

OnNOTE ~~June~~4 ~~28,~~- ~~2010~~EARNINGS aPER 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.SHARE

AsThe acomputations ~~result~~ of ~~these~~earnings ~~issuances~~per ~~and~~share for the ~~forward~~years ~~split~~ended ~~there were a total of 2,243,500 shares of common stock issued and outstanding as of~~ June 30, ~~2012~~2013 and ~~2011.~~2012 ~~There~~ are noas ~~shares of preferred stock issued and outstanding.~~follows:

~~NOTE 3 - EARNINGS PER SHARE~~ 2013 2012

~~The computations of earnings per share for the years ended June 30, 2012 and 2011 are as follows:~~ ---------- ----------

	2012			2011
LOSS PER COMMON SHARE, BASIC
Numerator Net income	$	17,876		$	(4,953	)
Denominator Weighted-average shares		2,243,500			2,243,500
Net loss per common share	$	(0.008	)	$	(0.002	)

LOSS PER COMMON SHARE, BASIC

~~The~~ Numerator ~~earnings~~Net ~~per share calculations for 2012 and 2011 are based on the number of shares outstanding after the 12 for 10 forward split discussed in Note 2 above.~~income

~~NOTE 4 - INCOME TAXES~~ $ (1,183) $ 15,876

~~There~~ Denominator ~~was~~Weighted-average ~~no income and no provisions for income taxes for the years ended June 30~~shares 2, ~~2012 and 2011.~~243,500 2,243,500

~~NOTE 5 - RELATED PARTY TRANSACTIONS~~21

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~~ Net ~~the~~loss ~~year~~per ~~ended~~common ~~June 30, 2009, the President of the Company advanced~~ share $~~5,000 to cover recurring expenses; during the year ended June 30, 2010 the President advanced an additional~~ (0.001) $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; and during the year ended June 30, 2012 the President advanced an additional $2,500 to cover expenses incurred (0. ~~All of these loans were forgiven during the year ended June 30, 2012.~~008)

21 ========= =========

~~NOTE~~There 6are -no ~~GOING~~dilutive ~~CONCERN~~instruments outstanding, and therefore basic earnings per share and diluted earnings per share are the same.

~~The~~NOTE ~~accompanying~~5 ~~financial~~- ~~statements~~INCOME 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.TAXES

~~The~~There ~~ability~~was ofno ~~the~~income ~~Company to continue as a going concern is dependent upon developing sales~~ and ~~obtaining~~no ~~additional~~provisions ~~capital~~for ~~and~~income ~~financing.~~taxes ~~The~~for ~~financial statements do not include any adjustments that might be necessary if~~ the ~~Company~~years isended ~~unable~~June to30, ~~continue~~2013 asand ~~a going concern~~2012.

NOTE 76 - ~~SUBSEQUENT~~RELATED ~~EVENT~~PARTY TRANSACTIONS

~~There~~During ~~are~~the noyear ~~subsequent~~ended ~~events~~June 30, 2009, the President of the Company advanced $5,000 to ~~report~~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; and during the year ended June 30, 2012 the President advanced an additional $858 to cover expenses incurred. All of these loans were forgiven during the year ended June 30, 2012. In the year ended June 30, 2013 the President advanced $1,281 to cover expenses incurred and forgave these loans during the same year.

NOTE 87 - ~~COMMITMENT~~GOING ~~AND CONTIGENCY~~CONCERN

~~There~~The ~~was~~accompanying nofinancial ~~commitment~~statements orhave ~~contingency~~been toprepared ~~disclose~~assuming ~~during~~that ~~years ended~~the ~~June~~Company ~~30,~~will ~~2012~~continue as a going concern. The Company's financial position and ~~2011~~operating results raise substantial doubt about the Company's ability to continue.

22The ability of the Company to continue as a going concern is dependent upon developing sales and/or 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.

~~ITEM~~These 9factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The ~~CHANGES~~accompanying INfinancial ~~AND~~statements ~~DISAGREEMENTS~~do ~~WITH~~not ~~ACCOUNTANTS~~include ONany ~~ACCOUNTING~~adjustments ~~AND~~that ~~FINANCIAL~~might ~~DISCLOSURE~~result from the outcome of this uncertainty.

~~There~~NOTE ~~are~~8 no- ~~changes~~COMMITMENT orAND ~~disagreements with the findings of our accountants.~~CONTIGENCY

~~ITEM~~There ~~9A.~~was ~~CONTROLS~~no ~~AND~~commitment ~~PROCEDURES~~or contingency to disclose during years ended June 30, 2013 and 2012.

We are responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15. Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2012 and concluded that as of that date, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure. 22

~~This~~ITEM annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies9.

~~Changes~~CHANGES inIN ~~internal~~AND ~~control~~DISAGREEMENTS ~~over~~WITH ~~financial~~ACCOUNTANTS ~~reporting. There~~ON have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act), or any other factors during the period covered by this report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.ACCOUNTING

~~ITEM~~AND ~~9B.~~FINANCIAL ~~OTHER INFORMATION~~DISCLOSURE.

~~None~~Effective July 30, 2013, the Public Company Accounting Oversight Board ( "PCAOB") issued an order which, among other things, revoked the PCAOB registration of Stan J. H. Lee, CPA, the Company's independent registered public accounting firm. As a result of that revocation, the Company can no longer include the audit report and consent of Stan J.H. Lee, CPA in its filings with the Securities and Exchange Commission. In light of the foregoing actions by the PCAOB, the Company dismissed Stan J. H. Lee, CPA, as the Company's independent registered public accounting firm on August 27, 2013. The Company’s Board of Directors participated in and approved the decision to dismiss Stan J. H. Lee, CPA.

~~PART~~ Stan ~~III~~J. H. Lee, CPA issued an audit report for the fiscal year ended June 30, 2012. The Company’s new public accounting firm has re-audited that year and that report is included in this annual report.

~~ITEM~~The 10audit report by Stan J. ~~DIRECTORS~~H. Lee, ~~EXECUTIVE~~CPA, ~~OFFICERS~~on the Company’s financial statements for the years ended June 30, ~~AND~~2012 ~~CORPORATE~~and ~~GOVERNANCE~~June 30, 2011 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle, except that the audit reports on the financial statements of the Company for those fiscal years contained uncertainty about the company's ability to continue as a going concern.

~~The~~During ~~current~~the ~~members~~years ofended June 30, 2012 and 2011, and any subsequent interim period through August 27, 2013, there had been no disagreements with our ~~board~~former independent registered public accounting firm, Stan J. H. Lee, CPA, on any matter of ~~directors are~~accounting asprinciples ~~follows:~~or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of the disagreement in connection with its report.

Name of Director	Age	Year First Became a Director
Daniel Masters	67	Member since 1986
Dominique Garcia	36	Member since 2007

On August 27, 2013 we agreed to engage PLS, CPA as our new independent registered public accounting firm. The appointment of PLS, CPA was approved by our Board of Directors. During our three most recent fiscal periods ended June 30, 2012, 2011 and 2010 we did not consult with PLS, CPA on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and PLS, CPA did not provide either a written report or oral advice to us that was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

23ITEM 9A.

~~Principal~~CONTROLS ~~Occupations~~AND ~~During at Least the Past Five Years and Certain Directorships~~PROCEDURES.

~~Since~~Evaluation 2002 Daniel Masters has practiced business law with an emphasis on corporate reorganizations and Chapter 11 bankruptcies. Before establishing his current law practice Mr. Masters served as an independent investment banker and corporate finance consultant from 1990 to 2002. Between 1978 and 1989 he worked as an investment banker with L.F. Thompson & Co., and at Capital Technology Group and as Vice President for Finance with the Trilon Group, a private holding company with over a billion dollars in assets. Prior to 1978 Mr. Masters held positions as a legislative aid on the staff of ~~the~~Disclosure ~~U.S.~~Controls ~~Congress~~ and as executive assistant to the President of the University of California. Mr. Masters received his Bachelor’s Degree (A.B.) from Harvard University and a Juris Doctorate (J.D.) from Thomas Jefferson School of Law where he served on the Editorial Board of the Law Review. He occasionally serves as an Adjunct Professor of Law at Thomas Jefferson School of Law where he teaches bankruptcy law.Procedures

~~Dominique~~We ~~Garcia~~maintain ~~has~~“disclosure ~~worked~~controls and procedures” as such term is defined in ~~marketing~~Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and ~~marketing~~ ~~communications~~evaluating ~~roles~~our ~~for~~disclosure ~~the~~controls ~~past~~and 11procedures, ~~years~~our management recognized that disclosure controls and procedures, ~~including~~no ~~public~~matter ~~relations~~how well conceived and operated, ~~advertising~~can provide only reasonable, ~~account~~not ~~management~~absolute, assurance that the objectives of disclosure controls and ~~product management~~procedures are met. Additionally, ~~Her~~in ~~experience~~designing ~~includes~~disclosure ~~roles~~controls and procedures, our management necessarily was required to apply its judgment in ~~marketing~~evaluating ~~agencies~~the ascost-benefit ~~well~~relationship asof ~~positions~~possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in ~~business~~part toupon ~~business~~certain ~~software~~assumptions about the likelihood of future events, and ~~biotechnology companies~~there ~~like~~can ~~Invitrogen~~be ~~Corporation.~~no ~~Ms.~~assurance ~~Garcia~~that ~~has~~any adesign ~~Bachelor’s~~will ~~Degree~~succeed (Ain achieving its stated goals under all potential future conditions.B) Our ~~from~~management, ~~Harvard~~with ~~University~~the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, our Chief Executive Officer who also serves as our Chief Financial Officer, concluded that our disclosure controls and procedures as of the end

~~The current executive officers of the Company are as follows:~~23

Name of Officer	Age	Position
Daniel Masters	67	President and CEO
Dominique Garcia	36	Secretary, Treasurer, and CFO

of the period covered by the Annual Report were not effective and that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer who also serves as our Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

~~Background~~Management’s ~~information~~Annual Report on ~~our~~Internal ~~executive~~Control ~~officers is~~Over ~~set~~Financial ~~forth above under our board of directors.~~Reporting

~~Code~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of ~~Ethics~~1934). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

WeBecause ~~have adopted a code~~ of ~~ethics~~its ~~that~~inherent ~~applies to~~limitations, ~~our~~internal ~~principal~~control ~~executive~~over ~~officer, principal~~ financial ~~officer,~~reporting ~~and~~may ~~persons~~not ~~performing~~prevent ~~similar~~or ~~functions.~~detect ~~The code of ethics will be posted on the investor relations section of the Company's website in the event that we develop a website~~misstatements. ~~At such time as we have posted the code of ethics on our website~~ Therefore, weeven ~~intend~~those tosystems ~~satisfy~~determined ~~the disclosure requirements under Item 10 of Form 8-K regarding any amendment~~ to, orbe ~~waiver~~effective ~~from,~~can aprovide ~~provision~~only ofreasonable ~~the~~assurance ~~code~~ of ~~ethics~~achieving bytheir ~~posting~~control ~~such information on the website~~objectives.

~~Audit~~Our management, with the participation of our Chief Executive Officer who also serves as our Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of June 30, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on this evaluation, our management concluded that, as of June 30, 2013, our internal controls over financial reporting were not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In arriving at that conclusion, management identified as materials weaknesses in our internal control over financial reporting: (1) the lack of accounting proficiency of our chief executive officer who is our sole officer and our principal accounting officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions and (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function, also arising from our chief executive officer’s lack of accounting training and service in multiple roles as well as our limited financial resources to support hiring of personnel and implementation of accounting systems

~~Our~~This ~~board~~annual ofreport ~~directors~~does ~~has~~ not ~~established~~ include an ~~audit~~attestation ~~committee.~~report Inof ~~addition,~~our weregistered dopublic ~~not~~accounting ~~have~~firm aregarding ~~compensation~~internal ~~committee~~control orover ~~executive~~financial ~~committee or similar committees~~reporting. Management’s Wereport ~~will~~ was not, insubject ~~all~~to ~~likelihood,~~attestation ~~establish~~by anour ~~audit~~registered ~~committee~~public ~~until~~accounting ~~such~~firm ~~time~~pursuant asto ~~the~~rules ~~Company generates a positive cash flow~~ of ~~which~~the ~~there can~~Securities beand noExchange ~~assurance.~~Commission ~~We recognize~~ that anpermit ~~audit~~smaller ~~committee, when established, will play a critical role in our financial~~ reporting ~~system~~ bycompanies ~~overseeing~~to ~~and~~provide ~~monitoring~~only management'’s ~~and~~report ~~the independent auditors' participation~~ in ~~the~~this ~~financial~~annual ~~reporting process~~report. ~~At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.~~

~~Until~~Changes ~~such~~in ~~time~~Internal asControl anOver ~~audit~~Financial committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors of matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.Reporting

24There were no changes in our internal control over financial reporting identified in connection with our evaluation that occurred during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

We currently have only one officer and director:

Name of Director

Age

Positions

Year First Became a Director

Daniel Masters 68

President, Secretary,

Director since 1986

Treasurer, & Director

Principal Occupations During at Least the Past Five Years and Certain Directorships

Since 2002 Daniel Masters has practiced business law with an emphasis on corporate reorganizations and Chapter 11 bankruptcies. Before establishing his current law practice Mr. Masters served as an independent investment banker and corporate finance consultant from 1990 to 2002. Between 1978 and 1989 he worked as an investment banker with L.F. Thompson & Co., and at Capital Technology Group and as Vice President for Finance with the Trilon Group, a private holding company with over a billion dollars in assets. Prior to 1978 Mr. Masters held positions as a legislative aid on the staff of the U.S. Congress and as executive assistant to the President of the University of California. Mr. Masters received his Bachelor’s Degree (A.B.) from Harvard University and a Juris Doctorate (J.D.) from Thomas Jefferson School of Law where he served on the Editorial Board of the Law Review. He occasionally serves as an Adjunct Professor of Law at Thomas Jefferson School of Law where he teaches bankruptcy law.

In addition to Three Shades For Everybody, Inc., Daniel Masters is currently an officer and a Director of Golden Edge Entertainment, Inc. and of MedBook World, Inc., and a director of BullsNBears.com, Inc. Golden Edge Entertainment, Inc. operates a recording studio near Nashville, Tennessee; MedBook World is a dormant shell company; and BullsNBears.com, Inc., is developing a website for the delivery of financial information and trading simulations for investors.

A former officer and director, Dominique Garcia, resigned her positions with the Company effective June 30, 2013.

Code of Ethics.

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, and persons performing similar functions. The code of ethics will be posted on the investor relations section of the Company's website in the event that we develop a website. At such time as we have posted the code of ethics on our website, we intend to satisfy the disclosure requirements under Item 10 of Form 8-K regarding any amendment to, or waiver from, a provision of the code of ethics by posting such information on the website.

Audit Committee.

Our board of directors has not established an audit committee. In addition, we do not have a compensation committee or executive committee or similar committees. We will not, in all likelihood, establish an audit committee until such time as the Company generates a positive cash flow of which there can be no assurance, and develops a lager Board of Directors. We recognize that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.

Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors of matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

ITEM 11. EXECUTIVE COMPENSATION.

No officer or director has received any cash compensation for services rendered to the Company since its inception, nor are there any agreements in place or contemplated to provide cash compensation to any officer or director. However, ~~both of~~ our ~~officers~~officer and ~~directors~~director received stock as compensation for past services and reimbursement for past expenses in 2008. There are no agreements in place or contemplated at this time to provide stock compensation to our directors or officers in the future. We have no retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our officers, directors, or employees, and we have no employees at this time.

ITEM 12. ~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

~~The~~SECURITY ~~following~~OWNERSHIP ~~table~~OF ~~sets~~CERTAIN ~~forth~~BENEFICIAL ~~certain~~OWNERS ~~information as~~AND of June 30, 2012 regarding the beneficial ownership of our common stock (i) by each person known by the Company to be the beneficial owner of more than five percent of the outstanding common stock, (ii) by each director of the Company, (iii) by each executive officer of the Company and (iv) by all executive officers and directors of the Company as a group.MANAGEMENT

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class
Daniel Masters	2,100,000	93.60%
1150 Silverado, Ste 204
La Jolla, CA 92037
Dominique Garcia	2,100	0.09%
1150 Silverado, Ste 204
La Jolla, CA 92037
All Officers and	2,102,100	93.69%
Directors as a Group
(two individuals)

AND RELATED STOCKHOLDER MATTERS

The ~~remaining~~following ~~141,400~~table ~~shares~~sets offorth ~~the~~certain ~~Company's~~information ~~outstanding~~as ~~common shares~~of ~~are~~June ~~held~~30, by2013 ~~642~~regarding ~~persons,~~the nobeneficial ~~one~~ownership of ~~which~~our iscommon stock (i) by each person known by the Company to be the beneficial owner of more than five percent of the outstanding common stock, (5%ii) by oreach ~~more~~director of the Company~~’s common~~, ~~shares.~~(iii) by ~~There~~each ~~are,~~executive asofficer of the ~~date~~Company ~~hereof,~~and a(iv) by ~~total~~all ofexecutive ~~2,243,500~~officers ~~common~~and ~~shares~~directors ~~issued~~of ~~and~~the ~~outstanding~~Company as a group.

~~ITEM~~ Name ~~13. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE~~and

OnNumber ~~June 28, 2010 the president and majority shareholder~~ of the Company, Daniel Masters, sold 87 signed, numbered, limited edition, lithographs produced by comedian and actor Red Skelton to the Company in exchange for 2,000,000 shares of restricted stock. The transaction was valued at $10,000 or $0.005 per share. There were no other reportable transactions with related persons during fiscal 2012 and no reportable transactions with related persons during fiscal 2011.

~~The~~ Address ~~Company’s two directors are also its two officers. Therefore none~~ of ~~its directors may be considered as independent.~~

25Shares

~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES~~ Beneficial

~~Stan J. H. Lee, CPA has audited the Company’s financial statements since 2007. The following table sets forth the aggregate fees billed by Stan J. H. Lee to the Company for:~~Beneficially

	2012		2011
Audit fees, including the audit of the Company’s annual financial statements and fees related to consents and review of registration statements	$	2,500	$	2,500
Audit related fees		0		0
Tax fees and tax related fees		0		0
All other fees for other services		0		0

Percent

The Board of Directors acts as the Audit Committee. The Board pre-approves the engagement of accountants to render all audit services for the Company, as well as any changes to the terms of the engagement. The Board will also pre-approve all non-audit related services proposed to be provided by the Company’s independent registered public accounting firm. The Board reviews the terms of the engagement, a description of the engagement and a budget for the engagement. Owner

26Owned

~~PART~~of IVClass

~~ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~____________________________________________________________________________

~~The~~Daniel ~~following documents are filed as part of this report or incorporated by reference:~~Masters

~~The financial statements listed below are included under Item 8 of this report:~~ 2,100,000

~~Balance~~93.60% ~~Sheets as of June 30, 2012 and 2011;~~

~~Statements~~1150 ~~of Operations for the years ended June 30~~Silverado, ~~2012~~Ste ~~and 2011;~~204

~~Statements~~La ofJolla, ~~Stockholders’~~CA ~~Equity since 1985 (inception);~~92037

~~Statements~~All ofOfficers ~~Cash Flows for the years ended June 30, 2012~~ and ~~2011; and~~

~~Notes to Financial Statements.~~ 2,100,000

Exhibit 3.1	Articles of Incorporation.
	Incorporated by reference to Exhibit 3.1 of our Form 10-12G, filed on Aug. 25, 2008
Exhibit 3.1.1	Amendment to Articles of Incorporation.
	Incorporated by reference to Exhibit 3.1.1 of our Form 10-K for the year ended June 30 2010, filed on Sept. 14, 2010
Exhibit 3.2	By-Laws of the Corporation.
	Incorporated by reference to Exhibit 3.2 of our Form 10-12G, filed on Aug. 25, 2008
Exhibit 23.1	Consent of Independent Registered Public Accounting Firm
	Filed herewith
Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
	Filed herewith
Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
	Filed herewith
Exhibit 32	Section 1350 Certification
	Filed herewith
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase**
101.DEF	XBRL Taxonomy Extension Definition Linkbase**
101.LAB	XBRL Taxonomy Extension Label Linkbase**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase**

93.60%

**Directors ~~Pursuant~~as ~~to Rule 405(~~a~~)(2)~~ of Regulation S-T, the Company will furnish the XBRL Interactive Data Files with detailed footnote tagging as Exhibit 101 in an amendment to this Form 10-Q within the permitted 30-day grace period granted for the first quarterly period in which detailed footnote tagging is required.Group

27(two individuals)

~~SIGNATURES~~The remaining 143,500 shares of the Company's outstanding common shares are held by 643 persons, no one of which is known to be the beneficial owner of five percent (5%) or more of the Company’s common shares. There are, as of the date hereof, a total of 2,243,500 common shares issued and outstanding.

~~Pursuant~~ITEM ~~to the requirements of Section~~ 13 ~~or 15(d) of the Securities Exchange Act of 1934, Three Shades For Everybody, Inc~~.~~, the Registrant, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

Date: September 24, 2012	THREE SHADES FOR EVERYBODY, INC.
	By:	/s/ Daniel Masters
		Daniel MastersChief Executive Officer

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AND

~~Pursuant~~DIRECTOR to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Three Shades For Everybody, Inc., in the capacities and on the dates indicated.INDEPENDENCE

Signature	Title	Date
/s/ Daniel Masters	President and Director	September 24, 2012
(Daniel Masters)	(Principal Executive Officer)
/s/ Dominique Garcia	Secretary, Treasurer, Director	September 24, 2012
(Dominique Garcia)	(Principal Financial Officer)

On June 28, 2010 the president and majority shareholder of the Company, Daniel Masters, sold 87 signed, numbered, limited edition, lithographs produced by comedian and actor Red Skelton to the Company in exchange for 2,000,000 shares of restricted stock. The transaction was valued at $10,000 or $0.005 per share. There were no reportable transactions with related persons during fiscal 2013 and no reportable transactions with related persons during fiscal 2012.

2826

The Company’s one director is also its one officer. Therefore it has no independent directors.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Stan J. H. Lee, CPA was the Company’s independent audit firm during the years 2013 and 2012. The following table sets forth the aggregate fees billed by PLS, CPA to the Company during those years:

2013

2012

Audit fees, including the audit of the Company’s

annual financial statements and fees related to

consents and review of registration statements

$2,000 $2,500

Audit related fees

Tax fees and tax related fees

All other fees for other services

PLS, CPA has audited the Company’s financial statements for the years 2013 and 2012. The following table sets forth the aggregate fees billed by PLS, CPA to the Company during the years covered by this report:

2013

2012

Audit fees, including the audit of the Company’s

annual financial statements and fees related to

consents and review of registration statements

Audit related fees

Tax fees and tax related fees

All other fees for other services

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report or incorporated by reference:

The financial statements listed below are included under Item 8 of this report:

Balance Sheets as of June 30, 2013 and 2012;

Statements of Operations for the years ended June 30, 2013 and 2012;

Statements of Stockholders’ Equity since 1985 (inception);

Statements of Cash Flows for the years ended June 30, 2013 and 2012; and

Notes to Financial Statements.

Exhibit 3.1

Articles of Incorporation.

Incorporated by reference to Exhibit 3.1 of our Form 10-12G,

filed on Aug. 25, 2008

Exhibit 3.1.1

Amendment to Articles of Incorporation.

Incorporated by reference to Exhibit 3.1.1 of our Form 10-K for the

year ended June 30 2010, filed on Sept. 14, 2010

Exhibit 3.2

By-Laws of the Corporation.

Incorporated by reference to Exhibit 3.2 of our Form 10-12G,

filed on Aug. 25, 2008

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Filed herewith

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Filed herewith

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Filed herewith

Exhibit 32

Section 1350 Certification


Filed herewith

Exhibit 101

The following materials from the Company’s Annual Report on Form 10-K for

the year ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at June 30, 2013 and June 30, 2012, (ii) Statement of Operations for the years ended June 30, 2013 and June 30, 2012, (iii) Statements of Stockholders’ Equity since 1985 (inception); (iv) Statements of Cash Flows for the years ended June 30, 2013 and June 30, 2012, and (v) Notes to Financial Statements.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Three Shades For Everybody, Inc., the Registrant, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 27, 2013

THREE SHADES FOR EVERYBODY, INC.

By: /s/ Daniel Masters

_________________________________

Daniel Masters

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Three Shades For Everybody, Inc., in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Daniel Masters

President, Secretary,

September 27, 2013

(Daniel Masters)

Treasurer and Director

(Chief Executive Officer)

(Chief Financial Officer)

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