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                                                                                            

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.)



|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



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



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  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



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 by check mark whether Three Shades is a shell company (as
defined in Rule 12b-2 of the Exchange Act):  Yes £  No S



The aggregate market value of Three Shades’ common stock held
by non-affiliates of Three Shades as of the last 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, 2012). 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, 2012.



DOCUMENTS INCORPORATED BY REFERENCE:None.
















THREE SHADES FOR EVERYBODY, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED JUNE 30, 2012

INDEX



|PART I     |                                                                                                  |   
|---------- | ------------------------------------------------------------------------------------------------ | --
|Item 1     | Business                                                                                         | 3 
|Item 1A    | Risk Factors                                                                                     | 4 
|Item 2     | Properties                                                                                       | 9 
|Item 3     | Legal Proceedings                                                                                | 9 
|Item 4     | Submission of Matters to a Vote of Security Holders                                              | 9 
|           |                                                                                                  |   
|PART II    |                                                                                                  |   
|Item 5     | Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 10
|Item 6     | Selected Financial Data                                                                          | 11
|Item 7     | Management’s Discussion and Analysis of Financial Condition and Results of Operation             | 11
|Item 7A    | Quantitative and Qualitative Disclosure About Market Risk                                        | 12
|Item 8     | Financial Statements and Supplementary Data                                                      | 13
|Item 9     | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure             | 23
|Item 9A    | Controls and Procedures                                                                          | 23
|Item 9B    | Other Information                                                                                | 23
|           |                                                                                                  |   
|PART III   |                                                                                                  |   
|Item 10    | Directors, Executive Officers, and Corporate Governance                                          | 23
|Item 11    | Executive Compensation                                                                           | 25
|Item 12    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   | 25
|Item 13    | Certain Relationships and Related Transactions and Director Independence                         | 25
|Item 14    | Principal Accounting Fees and Services                                                           | 26
|           |                                                                                                  |   
|PART IV    |                                                                                                  |   
|Item 15    | Exhibits and Financial Statement Schedules                                                       | 27
|           |                                                                                                  |   
|SIGNATURES |                                                                                                  | 28







2







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.







3







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.



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 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, we generated a net loss of
$1,448,571, 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 $17,876.
Most of this profit was the result of debt forgiveness totaling $20,200. This should be considered a one time occurrence. 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 and 2011 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









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.



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 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 27 year old corporation, we are a new entrant
in the art business and we have made only three 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.







5







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.







6







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.





7







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 of either of our officers
or directors.



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.







8







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 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 matters were submitted to a vote of security
holders during the period ended June 30, 2012.





9







PART II



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



Market Information



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.



Holders



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



Dividends



We 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 Sales of Unregistered Securities



During 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:



- The issuance had no underwriters, underwriting
discounts or commissions;

- We placed a restrictive legend on the certificate
issued;

- The sale was not made by general solicitation
or advertising;

- The sales was made to an officer, director,
and accredited investor.



In connection with the above transaction, we
provided the following to the investor:



- Access to all our books and records.

- Access to all material contracts and documents
relating to our operations.

- 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.



Forward Stock Split



There were no stock splits during the year ended
June 30, 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.



Repurchases



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.





10







ITEM 6.     SELECTED FINANCIAL DATA



The 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        | )



ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS



The following discussion 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.





11







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.



2) 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 needs.



3) Results of Operations: From 2008 to 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) Off-Balance Sheet Arrangements: The Company
has no off balance sheet arrangements.



5) Disclosure of Contractual Obligations: The
Company has no contractual obligations.



Item 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



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.





12









ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



THREE SHADES FOR EVERYBODY, INC.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED

June 30, 2012 and 2011





Immediately following please see:



Report Of Independent Registered Public Accountant



Balance Sheets



Statement of Operations



Statement of Changes in Stockholders’ Equity



Statement of Cash Flows



Notes to Financial Statements



13







Stan J.H. Lee, CPA

2160 North Central Rd. Suite 209 *Fort Lee *NJ 07024

Mailing address: P.O. Box 436402 *San Diego *CA 92143

Tel: 619-623-7799 *Fax: 619-564-3408 *E-mail: stan2u@gmail.com

Report
of Independent Registered Public Accounting Firm

To
the Board of Directors and Shareholders of

Three Shades For Everybody, Inc.





We have audited the accompanying balance sheets
of Three 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.



We 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 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.



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.



The financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company’s
lack of profitability and short-term liquidity 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.







/s/ Stan J.H. Lee, CPA

__________________________________

Stan
J.H. Lee, CPA

August
21, 2012

Fort Lee, NJ, 07024





14







THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

BALANCE SHEETS





|                                                                                                                                             |  | As of         |            |   | As of         |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------- | -
|                                                                                                                                             |  | June 30, 2012 |            |   | June 30, 2011 |  
|                                                                                                                                             |  |               |            |   |               |  
|ASSETS                                                                                                                                      
|                                                                                                                                             |  |               |            |   |               |  
|Current Assets:                                                                                                                              |  |               |            |   |               |  
|                                                                                                                                             |  |               |            |   |               |  
|Cash                                                                                                                                         |  | $             | 3,068      |   |               | $
|Inventory                                                                                                                                    |  |               | 9,655      |   |               |  
|TOTAL ASSETS                                                                                                                                 |  | $             | 12,723     |   |               | $
|                                                                                                                                             |  |               |            |   |               |  
|                                                                                                                                             |  |               |            |   |               |  
|LIABILITIES  AND SHAREHOLDERS’ EQUITY                                                                                                       
|                                                                                                                                             |  |               |            |   |               |  
|Current Liabilities                                                                                                                          |  |               |            |   |               |  
|                                                                                                                                             |  |               |            |   |               |  
|Accounts payable                                                                                                                             |  | $             | 0          |   |               | $
|Payable to a related party                                                                                                                   |  |               | 0          |   |               |  
|Total Liabilities                                                                                                                            |  | $             | 0          |   |               | $
|                                                                                                                                             |  |               |            |   |               |  
|Shareholders’ Equity                                                                                                                         |  |               |            |   |               |  
|                                                                                                                                             |  |               |            |   |               |  
|Preferred stock, $.001 par value, 50,000,000 shares authorized, none issued or outstanding as of June 30, 2012 and 2011                      |  |               | 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      |   |               |  
|Paid-in capital                                                                                                                              |  |               | 1,459,051  |   |               |  
|Deficit during Development Stage                                                                                                             |  |               | (1,448,571 | ) |               |  
|                                                                                                                                             |  |               | 12,723     |   |               |  
|Total Liabilities & Shareholders’ Equity                                                                                                     |  |               | 12,723     |   |               |  





See Notes to Financial Statements





15







THREE SHADES FOR EVERYBODY,
INC.

(A Development Stage Company)

STATEMENT OF OPERATIONS





|                                                           |  |               |           |   |               |   |           |               |  | 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





16







THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’
EQUITY





|                                          |  |              |           |   |         |   |       |             |  |   | 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   
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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  
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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  
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|Net loss for year Ended 6/30/91           |  |              |           |   |         |   |       |             |  |   |             |   |  | $       | 0         
|Balance at 6/30/91                        |  |              | 313,733   |   |         | $ | 314   |             |  | $ | 960,011     |   |  | $       | (1,910,131
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|Net loss for year Ended 6/30/92           |  |              |           |   |         |   |       |             |  |   |             |   |  | $       | 0         
|Balance at 6/30/92                        |  |              | 313,733   |   |         | $ | 314   |             |  | $ | 960,011     |   |  | $       | (1,910,131
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|Net loss for year Ended 6/30/93           |  |              |           |   |         |   |       |             |  |   |             |   |  | $       | 0         
|Balance at 6/30/93                        |  |              | 313,733   |   |         | $ | 314   |             |  | $ | 960,011     |   |  | $       | (1,910,131
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|Net loss for year Ended 6/30/95           |  |              |           |   |         |   |       |             |  |   |             |   |  | $       | 0         
|Balance at 6/30/95                        |  |              | 313,733   |   |         | $ | 314   |             |  | $ | 1,423,948   |   |  | $       | (1,446,194
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|Net loss for year Ended 6/30/97           |  |              |           |   |         |   |       |             |  |   |             |   |  | $       | 0         
|Balance at 6/30/97                        |  |              | 815,832   |   |         | $ | 816   |             |  | $ | 1,442,446   |   |  | $       | (1,446,194
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|Net loss for year Ended 6/30/98           |  |              |           |   |         |   |       |             |  |   |             |   |  | $       | 0         
|Balance at 6/30/98                        |  |              | 815,832   |   |         | $ | 816   |             |  | $ | 1,442,446   |   |  | $       | (1,446,194
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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
|                                          |  |              |           |   |         |   |       |             |  |   |             |   |  |         |           
|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





See Notes to Financial Statements





17







THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

STATEMENT OF CASH FLOWS





|                                                                                    |  |               |         |   |               |   |        |               |  | 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    



See Notes to Financial Statements





18







THREE SHADES FOR EVERYBODY, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012 and 2011





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



THE COMPANY



Three Shades for Everybody, Inc. (the "Company"), was
incorporated in the state of Delaware on July 23, 1985 as Na Pali Funding, Inc. The Company was organized to invest in other firms
and in 1987 the Company approved the acquisition of Vutek Systems, Inc., a California corporation, and a name change to Vutek Systems,
Inc. As a result of this acquisition, the Company was primarily engaged in the design, manufacture, and sale of image capturing
or processing products for IBM personal computers and compatibles until 1990. From 1990 to 2010 the Company had no business activity,
although the Company changed its name to Three Shades for Everybody, Inc. in 1999. In June 2010 the Company acquired an inventory
of 87 lithographic art works and entered the retail art business, however it has had only one sale and, in accordance with Statement
of Financial Accounting Standard (SFAS) No. 7, "ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered
a development stage enterprise.



CASH AND CASH EQUIVALENTS



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



START-UP COSTS



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



INCOME TAXES



The Company accounts for income taxes under SFAS No. 109, "Accounting
for Income Taxes." This statement requires an asset and liability approach to account for income taxes. The Company provides
deferred income taxes for temporary differences that will result in taxable or deductible amounts in future years based on the
reporting of certain costs in different periods for financial June 30, 2012 or 2011.



USE OF ESTIMATES



The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the periods presented. Actual results may differ significantly from those estimates.



FAIR VALUES OF FINANCIAL INSTRUMENTS



Statement of Financial Accounting Standards No. 107, DISCLOSURES
ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires disclosure of fair value information about financial instruments, whether or
not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates
using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including
the discount rate and estimates of future cash flows.





19







In that regard, the derived fair value estimates cannot be substantiated
by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Statement
No. 107 excludes certain financial instruments and all non-financial instruments from its disclosure requirements.



FISCAL YEAR



The Company adopted June 30 as its fiscal year ending.



STOCK-BASED COMPENSATION



In accordance with the provisions of SFAS 123, the Company follows
the intrinsic value based method of accounting as prescribed by APB 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, for its stock-based
compensation.



IMPACT OF NEW ACCOUNTING STANDARDS



The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flows.



NOTE 2 - STOCKHOLDERS' EQUITY



COMMON STOCK



The Company has authorized share capital of two hundred million
(200,000,000) shares of common stock, having one 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.



In the year ended June 30, 1987 the Company went public, issuing
1,400,000 units, each consisting of one share and two warrants, at a price of $0.05 per unit. Also in that year it acquired VuTek
Systems, Inc., in a stock for stock exchange which resulted in the issuance of an additional 3,421,000 shares. Additional shares
were issued in 1988, 1989, and 1990 as a result of warrant exercises, private placements, and issuances for services.



By June 30, 1990 the Company had a total of 11,872,069 shares issued
and outstanding. In that year the Company completed the closure of its business and became dormant. In 1994 the number of shares
issued and outstanding remained at 11,872,069, however the additional paid in capital was increased by $463,937 as a result of
the expiration and forgiveness of debt through the Statute of Limitations.



In 1996 19,000,000 shares were issued for services and in 1999,
with a total of 30,872,069 shares outstanding, a 1 for 100 reverse split was voted which reduced the total number of shares issued
and outstanding to 308,721. Also in June 1999 1,000,000 shares were issued in a private placement, bringing the total outstanding
to 1,308,721 shares.



In the year ended June 30, 2000 there was a forward split of 2.8
for 1, bringing the total number of shares outstanding to 3,664,419. Additional shares were issued in that year bringing the total
outstanding to 4,096,575.



The total number of shares issued and outstanding remained at 4,096,575
until July 23, 2007. On that date an additional 5,100,000 shares were issued to the Company's officers in exchange for services
and as reimbursement for expenses paid on behalf of the company, bringing the total outstanding to 9,196,575 shares.





20







On July 24, 2008 the Company, with the consent of its majority shareholder,
adopted a resolution calling for a reverse split of its issued and outstanding common stock at a ratio of one (1) new share for
each sixty (60) old shares. As a result the total number of common shares issued and outstanding was reduced to 153,572.



On June 25, 2010 the Company, with the consent of its majority shareholder,
adopted a resolution and an amendment to its articles of incorporation calling for a forward split of its issued and outstanding
common stock at a ratio of twelve (12) new shares for each ten (10) old shares and for rounding of odd lots to the nearest round
lot of shares. As a result, the total number of common shares issued and outstanding was increased to 243,500. The accompanying
financial statements have been retroactively adjusted, pursuant to SAB Topic 4:C, to reflect the results of this forward split.



On June 28, 2010 a total of 2,000,000 shares were issued to the
President of the Company in exchange for a collection of signed, numbered, lithographs by Red Skelton. The collection consisted
of 87 pieces and was valued at $10,000 or $0.005 per share.



As a result of these issuances and the forward split there were
a total of 2,243,500 shares of common stock issued and outstanding as of June 30, 2012 and 2011. There are no shares of preferred
stock issued and outstanding.



NOTE 3 - EARNINGS PER SHARE



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    |   |      | $
|Denominator Weighted-average shares |  |      | 2,243,500 |   |      |  
|Net loss per common share           |  | $    | (0.008    | ) |      | $





The earnings 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.



NOTE 4 - INCOME TAXES



There was no income and no provisions for income taxes for the years
ended June 30, 2012 and 2011.



NOTE 5 - RELATED PARTY TRANSACTIONS



As set forth in Note 2 above, on July 23, 2007 a total of 5,100,000
shares were issued to the Company's two officers in exchange for services and as reimbursement for expenses paid on behalf of the
company. 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 the year ended June 30, 2009, the President of the Company
advanced $5,000 to 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 $2,500
to cover expenses incurred. All of these loans were forgiven during the year ended June 30, 2012.





21







NOTE 6 - GOING CONCERN



The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company's financial position and operating results raise substantial doubt
about the Company's ability to continue. The Company has had no operating revenue since 1990.



The ability of the Company to continue as a going concern is dependent
upon developing sales and obtaining additional capital and financing. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.



NOTE 7 - SUBSEQUENT EVENT



There are no subsequent events to report.



NOTE 8 - COMMITMENT AND CONTIGENCY



There was no commitment or contingency to disclose during years
ended June 30, 2012 and 2011.











22







ITEM 9. 	   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.



There are no changes or disagreements with the
findings of our accountants.



ITEM 9A.	    CONTROLS AND PROCEDURES.



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.



This 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
companies.



Changes in internal control over financial reporting.
There 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.



ITEM 9B.	    OTHER INFORMATION.



None.



PART III



ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.



The current members of our board of directors
are as follows:







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



23







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.



Dominique Garcia has worked in marketing and
marketing communications roles for the past 11 years, including public relations, advertising, account management, and product
management. Her experience includes roles in marketing agencies as well as positions in business to business software and biotechnology
companies like Invitrogen Corporation. Ms. Garcia has a Bachelor’s Degree (A.B) from Harvard University.



The current executive officers of the Company
are as follows:





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



Background information on our executive officers
is set forth above under our board of directors.



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. 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.



24







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 and directors 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 following table sets forth certain information
as 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.





|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)                    |  |  |                                     |  |  |  |                  | 





The remaining 141,400 shares of the Company's outstanding common
shares are held by 642 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.



ITEM 13.	    CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
AND DIRECTOR INDEPENDENCE



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 other reportable transactions with related persons during fiscal 2012 and no reportable transactions with
related persons during fiscal 2011.



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



25







ITEM 14.	    PRINCIPAL ACCOUNTING FEES AND SERVICES



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:





|                                                                                                                                                |  | 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 |  |      | $
|                                                                                                                                                |  |      |       |  |      |  
|Audit related fees                                                                                                                              |  |      | 0     |  |      |  
|                                                                                                                                                |  |      |       |  |      |  
|Tax fees and tax related fees                                                                                                                   |  |      | 0     |  |      |  
|                                                                                                                                                |  |      |       |  |      |  
|All other fees for other services                                                                                                               |  |      | 0     |  |      |  





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.



26







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, 2012 and
2011;

Statements of Operations for the years ended
June 30, 2012 and 2011;

Statements of Stockholders’ Equity since
1985 (inception);

Statements of Cash Flows for the years ended
June 30, 2012 and 2011; 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                                                                                                      
|              |                                                                                                                     
|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**                                                                     







** Pursuant 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.









27







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 24, 2012 | THREE SHADES FOR EVERYBODY, INC.
|------------------------ | --------------------------------
|                         |                                 
|                         | By:                             
|                         |                                 



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













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