UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    FOR THE FISCAL YEAR ENDED JUNE 30, 2010

[ ] 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 [X]

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

Indicate by check mark whether Three Shades (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that Three Shades was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

Indicate by check mark whether Three Shades is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

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, 2010) was approximately $0.00 (based on lack
of any trade or posted price reported by OTC on or prior to June 30, 2010). 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, 2010.

DOCUMENTS INCORPORATED BY REFERENCE: None.
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.

                           ANNUAL REPORT ON FORM 10-K

                        FOR THE YEAR ENDED JUNE 30, 2010

                                      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                   12
Item 9         Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure                                      24
Item 9A        Controls and Procedures                                       24
Item 9B        Other Information                                             24

PART III
Item 10        Directors, Executive Officers, and Corporate Governance       24
Item 11        Executive Compensation                                        25
Item 12        Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters                    26
Item 13        Certain Relationships and Related Transactions and Director
               Independence                                                  26
Item 14        Principal Accounting Fees and Services                        26

PART IV
Item 15        Exhibits and Financial Statement Schedules                    27

SIGNATURES                                                                   27

                                       2
<PAGE>
                                     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
<PAGE>
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, and in fact we have already acquired an initial inventory of art
and collectibles consisting of 87 lithographic art works by the comedian and
artist Red Skelton. We also plan to sell art and collectibles owned by others
who consign them to us. Like our own inventory sales, consigned items will be
offered for sale both through ebay and through galleries in the Southern
California region.

     In June of 2010 we issued a total of 2,000,000 restricted common shares in
exchange for 87 signed, numbered, limited edition, lithographic art works by the
famed comedian and artist Red Skelton. 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.

     We have not yet offered any of our art works for sale. We believe that the
holiday gift giving season makes the fourth quarter an especially good time to
market this type of art, and we therefore expect to begin postings on ebay in
October of 2010.

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 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 had no sales. From the inception of the
corporation in July, 1985 through June 30, 2010, we generated a net loss of
$1,461,494, most of which is related to the video imaging business we operated
in the late 1980s. In 2010, when we were organizing our fine art and
collectibles business, we had no revenues and generated a net loss of $5,200. 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, 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, 2010 and 2009 our accountants have expressed
doubt about our ability to continue as a going concern as a result of our
continued net losses. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon:

     *    our ability to begin active operations;
     *    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.

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<PAGE>
     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 $10,000 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, no 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, 2011 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 NEW BUSINESS WITH NO
HISTORY AT ALL, WE ARE INHERENTLY A RISKY INVESTMENT. AN INVESTOR COULD LOSE HIS
ENTIRE INVESTMENT.

     Although we are a 25 year old corporation, we are a new entrant in the art
business and we have no operating history in this business. Because we are a
business with no 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
<PAGE>

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

                                       6
<PAGE>
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.

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,

                                       7
<PAGE>
we may be required to collect sales tax on sales made to customers in all of the
states in which we conduct our operations. The imposition of sales taxes on mail
order sales generally has a negative effect on mail order sales levels. All of
the factors cited above may negatively affect our financial condition and
results of operations in the future. Any such impact cannot currently be
quantified.

OUR PROPOSED 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, 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 20 hours per week to his law practice and he expects to
devote approximately 20 hours per week to our business. Our other director,
Dominique Garcia, will devote only about one hour per week to our Company. The
loss of Mr. Masters, our President, would significantly harm our operations. We
have no written employment agreements with Mr. Masters or Ms. Garcia. 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
<PAGE>
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 at 1150 Silverado, Suite 204, La Jolla,
California. 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, 2010.

                                       9
<PAGE>
                                     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, 2010, 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 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, 2010 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

     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
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

     The following balance sheet data and statement of operations data for the
year ended June 30, 2010 and 2009 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, 2010       June 30, 2009
                                             -------------       -------------
Statement of Operations Data
  Revenues                                            0                 0
  Expenses                                        5,200             5,000
  (Net Loss)                                     (5,200)           (5,000)
  Loss per share
    Basic                                       (0.0314)          (0.0326)
    Diluted                                     (0.0003)          (0.0009)

Balance Sheet Data
  Cash                                            5,000                 0
  Total Assets                                   15,000                 0

Liabilities                                      15,200             5,000

Stockholders' Equity                               (200)           (5,000)

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, 2010 and 2009. 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.

     1) Liquidity: The Company had cash on hand of $5,000 and an inventory of
art and/or collectibles consisting of 87 signed, numbered, limited edition,
lithographic prints by artist and comedian Red Skelton. These lithographs are
valued at $10,000. This compares with no cash and no inventory at June 30, 2009.
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, present management of the Company will pay
these charges, if they exceed the cash on hand, with their personal funds as
interest free loans to the Company or as capital contributions.

     2) Capital Resources: As noted above, the Company has only $5,000 in liquid
capital resources but will rely upon interest free loans or capital
contributions from management, 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, 2010 no sales had been made.

                                       11
<PAGE>
     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. Management 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        THREE SHADES FOR EVERYBODY, INC.
                              FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                             June 30, 2010 and 2009

                        Immediately following please see:

     Report Of Independent Registered Public Accounting Firm

     Balance Sheets

     Statement of Operations

     Statement of Changes in Stockholders' Equity

     Statement of Cash Flows

     Notes to Financial Statements

                                       12
<PAGE>
                               Stan J.H. Lee, CPA
          Registered with the Public Company Accounting Oversight Board
             2160 North Central Rd. Suite 203 * Fort Lee * NJ 07024
            Mailing address: P.O. Box 436402 * San Isidro * CA 92143
             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 Stockholders of
Three Shades For Everybody, Inc.

We have audited the accompanying balance sheets of Three Shades For Everybody,
Inc. as at June 30, 2010 and 2009 and the related statements of operations,
changes in shareholders' equity and cash flows for the fiscal years then ended
and the cumulative results since inception. 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, 2010 and 2009, 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 results of operations raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Stan J. H. Lee
----------------------------------
Stan J.H. Lee, CPA
September 7, 2010
Fort Lee, NJ  07024

                                       13
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                     ASSETS
                                                                      As of                As of
                                                                     June 30,             June 30,
                                                                       2010                 2009
                                                                    ----------           ----------
<S>                                                                 <C>                  <C>
CURRENT ASSETS
  Cash                                                              $    5,000           $       --
  Inventory                                                             10,000                   --
                                                                    ----------           ----------

      TOTAL ASSETS                                                  $   15,000           $       --
                                                                    ==========           ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Commitment and Contingency Note 8
  Current Liabilities                                                       --                   --
  Payable to Related Party Note 5                                       15,200                5,000
                                                                    ----------           ----------

      TOTAL LIABILITIES                                             $   15,200           $    5,000
                                                                    ----------           ----------
STOCKHOLDERS' EQUITY
  Preferred stock, $.001 par value, 50,000,000 shares
   authorized, no shares issued or outstanding as of
   June 30, 2010 and 2009 Note 2
  Common stock, $0.001 par value, 200,000,000 shares
   authorized, 2,243,500 shares issued and outstanding as
   of 6/30/2010 after giving effect to a 12 for 10 forward
   stock split which took place on June 25, 2010
   200,000,000 shares authorized and 153,575 shares issued
   and outstanding as of 6/30/2009. Note 2                               2,243                  154
  Additional paid in capital Note 2                                  1,459,051            1,451,140
  Retained earnings (Deficit)                                       (1,461,494)          (1,451,294)
                                                                    ----------           ----------

      TOTAL SHAREHOLDERS' EQUITY                                          (200)              (5,000)
                                                                    ----------           ----------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                      $   15,000           $       --
                                                                    ==========           ==========
</TABLE>


                        See Notes to Financial Statements

                                       14
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                    Cummulated since
                                                                                      July 23, 1985
                                                    Year Ended       Year Ended      (inception) to
                                                     June 30,         June 30,           June 30,
                                                       2010             2009               2010
                                                    ----------       ----------       ------------
<S>                                                 <C>              <C>              <C>
NET REVENUE                                         $       --       $       --       $  4,290,136
                                                    ----------       ----------       ------------
Total Revenue                                               --               --          4,290,136

OPERATING EXPENSES                                      (5,200)          (5,000)         5,751,630
                                                    ----------       ----------       ------------
Total Expenses                                          (5,200)          (5,000)         5,751,630
                                                    ----------       ----------       ------------

NET LOSS                                            $   (5,200)      $   (5,000)      $ (1,461,494)
                                                    ==========       ==========       ============

Net Loss per Common Share - Basic Note 3               (0.0314)         (0.0326)
                                                    ----------       ----------
Weighted Average Number of Common Shares
 Outstanding - Basic                                   165,852          153,572
                                                    ----------       ----------
Net Loss per Common Share - Diluted Note 3
                                                      (0.0003)         (0.0009)
                                                    ----------       ----------
Weighted Average Number of Common Shares
 Outstanding - Diluted                              15,365,852        5,153,572
                                                    ----------       ----------
</TABLE>


                        See Notes to Financial Statements

                                       15
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.
                          (A Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                      Accumulated
                                                                        Additional     During the
                                                  Common Stock           Paid-in      Development
                                              Shares        Amount       Capital         Stage          Balance
                                              ------        ------       -------         -----          -------
<S>                                       <C>             <C>            <C>              <C>               <C>
Initial Issuance of Common Stock                26,427      $   26      $      974    $        --     $        --
Net loss for year Ended 6/30/85                                                           (18,475)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/85                              26,427      $   26      $      974    $   (18,475)    $   (17,475)
                                            ----------      ------      ----------    -----------     -----------
Issuance of Common Stock                        65,537          66          12,334
Net loss for year Ended 6/30/86                                                          (647,204)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/86                              91,964      $   92      $   13,308    $  (665,679)    $  (652,279)
                                            ----------      ------      ----------    -----------     -----------
Issuance of Common Stock for Cash               36,996          37          69,963
Issuance of Common Stock for Acquisition        90,405          90           3,331
Net loss for year Ended 6/30/87                                                          (290,805)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/87                             219,365      $  219      $   86,602    $  (956,484)    $  (869,663)
                                            ----------      ------      ----------    -----------     -----------
Issuance of Common Stock for Cash                9,976          10          91,490
Net loss for year Ended 6/30/88                                                          (489,278)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/88                             229,341      $  229      $  178,092    $(1,445,762)    $(1,267,441)
                                            ----------      ------      ----------    -----------     -----------
Issuance of Stock on Warrant Exercise           37,012          37         378,513
Issuance of Stock for Debt Forgiveness           6,030           6         196,463        196,241
Net loss for year Ended 6/30/89                                                          (708,631)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/89                             272,383      $  272      $  753,068    $(1,958,152)    $(1,204,812)
                                            ----------      ------      ----------    -----------     -----------
Issuance of Stock for Debt Forgiveness          41,350          42         206,943        205,420
Net loss for year Ended 6/30/90                                                          (157,399)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/90                             313,733      $  314      $  960,011    $(1,910,131)    $  (949,806)
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/91                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/91                             313,733      $  314      $  960,011    $(1,910,131)    $  (949,806)
                                            ----------      ------      ----------    -----------     -----------
</TABLE>
                                       16
<PAGE>
<TABLE>
<CAPTION>
<S>                                       <C>             <C>            <C>              <C>               <C>
Net loss for year Ended 6/30/92                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/92                             313,733      $  314      $  960,011    $(1,910,131)    $  (949,806)
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/93                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/93                             313,733      $  314      $  960,011    $(1,910,131)    $  (949,806)
                                            ----------      ------      ----------    -----------     -----------
Debt eliminated by statute of limitations                                  463,937        463,937
Net loss for year Ended 6/30/94                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/94                             313,733      $  314      $1,423,948    $(1,446,194)    $   (21,932)
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/95                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/95                             313,733      $  314      $1,423,948    $(1,446,194)    $   (21,932)
                                            ----------      ------      ----------    -----------     -----------
Issuance of stock for services                 502,099         502          18,498
Net loss for year Ended 6/30/96                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/96                             815,832      $  816      $1,442,446    $(1,446,194)    $    (2,932)
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/97                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/97                             815,832      $  816      $1,442,446    $(1,446,194)    $    (2,932)
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/98                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/98                             815,832      $  816      $1,442,446    $(1,446,194)    $    (2,932)
                                            ----------      ------      ----------    -----------     -----------
Reverse stock split 1 for 100                 (807,675)       (808)            808
Issuance of stock for cash                      26,427          26           2,474
Net loss for year Ended 6/30/99                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/99                              34,584      $   34      $1,445,728    $(1,446,194)    $      (432)
                                            ----------      ------      ----------    -----------     -----------
Stock split 2.8 for 1                           62,253          62             (62)
Issuance of stock for cash                      11,419          12             420
Net loss for year Ended 6/30/2000                                                               0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/2000                           108,256      $  108      $1,446,086    $(1,446,194)    $        --
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/01                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/01                             108,256      $  108      $1,446,086    $(1,446,194)    $        --
                                            ----------      ------      ----------    -----------     -----------
</TABLE>
                                       17
<PAGE>
<TABLE>
<CAPTION>
<S>                                       <C>             <C>            <C>              <C>               <C>
Net loss for year Ended 6/30/02                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/02                             108,256      $  108      $1,446,086    $(1,446,194)    $        --
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/03                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/03                             108,256      $  108      $1,446,086    $(1,446,194)    $        --
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/04                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/04                             108,256      $  108      $1,446,086    $(1,446,194)    $        --
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/05                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/05                             108,256      $  108      $1,446,086    $(1,446,194)    $        --
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/06                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/06                             108,256      $  108      $1,446,086    $(1,446,194)    $        --
                                            ----------      ------      ----------    -----------     -----------
Net loss for year Ended 6/30/07                                                                 0
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/07                             108,256      $  108      $1,446,086    $(1,446,194)    $        --
                                            ----------      ------      ----------    -----------     -----------
Issuance of stock for services                 135,244         135           4,965
Net loss for year Ended 6/30/08                                                            (5,100)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/08                             243,500      $  243      $1,451,051    $(1,451,294)    $        --

Net loss for year Ended 6/30/09                                                            (5,000)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/09                             243,500      $  243      $1,451,051    $(1,456,294)    $    (5,000)
                                            ----------      ------      ----------    -----------     -----------
Issuance of stock for art works              2,000,000       2,000           8,000
Net loss for year Ended 6/30/10                                                            (5,200)
                                            ----------      ------      ----------    -----------     -----------
Balance at 6/30/10                           2,243,500      $2,243      $1,459,051    $(1,461,494)    $      (200)
                                            ==========      ======      ==========    ===========     ===========
</TABLE>

                        See Notes to Financial Statements

                                       18
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                   Cummulated since
                                                                                                     July 23, 1985
                                                                     Year Ended       Year Ended    (inception) to
                                                                      June 30,         June 30,         June 30,
                                                                        2010             2009             2010
                                                                     ----------       ----------      ------------
<S>                                                                  <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                                           $   (5,200)      $   (5,000)     $ (1,461,494)
  Increase in inventory                                                 (10,000)          (5,000)       (1,461,494)
                                                                     ----------       ----------      ------------

      Net cash provided by (used in) operating activities               (15,200)              --                --
                                                                     ----------       ----------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES

      Net cash provided by (used in) investing activities                    --               --                --
                                                                     ----------       ----------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Note issued                                                            10,200            5,000                --
  Common stock issued for purchase                                       10,000               --                --
                                                                     ----------       ----------      ------------
      Net cash provided by (used in) financing activities                20,200            5,000                --
                                                                     ----------       ----------      ------------

Net increase (decrease) in cash                                              --               --                --
                                                                     ----------       ----------      ------------
Cash beginning of period                                                     --               --                --
                                                                     ----------       ----------      ------------

Cash end of period                                                   $    5,000       $       --      $         --
                                                                     ==========       ==========      ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Interest paid                                                      $       --       $       --      $         --
                                                                     ----------       ----------      ------------
  Income taxes paid                                                  $       --       $       --      $         --
                                                                     ----------       ----------      ------------
</TABLE>


                        See Notes to Financial Statements

                                       19
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2010 and 2009


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 no sales 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, 2010 or 2009.

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.

                                       20
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2010 and 2009


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

FISCAL YEAR

The Company adopted June 30 as its fiscal year ending.

STOCK-BASED COMPENSATION

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

IMPACT OF NEW ACCOUNTING STANDARDS

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

NOTE 2 - STOCKHOLDERS' EQUITY

COMMON STOCK

The Company has authorized share capital of two hundred million (200,000,000)
shares of common stock, having one hundredth of a cent ($0.001) par value per
share, and fifty million (50,000,000) shares of preferred stock, also having one
hundredth of a cent ($0.001) par value per share.

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

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

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

                                       21
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2010 and 2009


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.

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, 2010.
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, 2010 and
2009 are as follows:
                                                     2010              2009
                                                  ----------        ----------
LOSS PER COMMON SHARE, BASIC
  Numerator Net income (loss)                     $   (5,200)       $   (5,000)
  Denominator Weighted-average shares                165,852           153,572
                                                  ==========        ==========
  Net loss per common share                       $ (0.03135)       $ (0.03256)
                                                  ==========        ==========

                                                     2010              2009
                                                  ----------        ----------
LOSS PER COMMON SHARE, DILUTED
  Numerator Net income (loss)                     $   (5,200)       $   (5,000)
  Denominator Weighted-average diluted shares     15,365,852         5,153,572
                                                  ==========        ==========
      Net loss per common share                   $ (0.00034)       $ (0.00097)
                                                  ==========        ==========

For the year ended June 30, 2010 there were 15,200,000 shares issuable under
convertible notes, and for the year ended June 30, 2009 there were 5,000,000
shares issuable under convertible notes. The earnings per share calculations for
2010 and 2009 are based on the number of shares outstanding after the 12 for 10
forward split discussed in Note 2 above.

                                       22
<PAGE>
                        THREE SHADES FOR EVERYBODY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 2010 and 2009


NOTE 4 - INCOME TAXES

There was no income and no provisions for income taxes for the years ended June
30, 2010 and 2009.

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 and 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. Both of these cash advances were evidenced
by non-interest bearing Notes convertible into common shares in the Company at
par value ($0.001). The balance payable to a related party is $15,200 as of June
30, 2010.

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,
2010 and 2009.

                                       23
<PAGE>
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, 2010 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             65                   Member since 1986

     Dominique Garcia           34                   Member since 2007

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

                                       24
<PAGE>
the Editorial Board of the Law Review. He is an Adjunct Professor of Law at
Thomas Jefferson School of Law where he teaches bankruptcy.

     Dominique Garcia has worked in marketing and marketing communications roles
for the past 10 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             65           President and CEO

     Dominique Garcia           34           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.

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.

                                       25
<PAGE>
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, 2010
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            Number of Shares          Percent
Beneficial Owner              Beneficially Owned         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 2010.

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

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:

                                                            2010         2009
                                                            ----         ----
Audit fees, including the audit of the Company's
annual financial statements and fees related to
consents and review of registration statements            $2,500       $2,500

Audit related fees                                             0            0

Tax fees and tax related fees                                  0            0

All other fees for other services                              0            0

                                       26
<PAGE>
     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.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     The following documents are filed as part of this report:

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

     Balance Sheets as of June 30, 2010 and 2009;
     Statements of Operations for the years ended June 30, 2010 and 2009;
     Statements of Stockholders' Equity since 1985 (inception);
     Statements of Cash Flows for the years ended June 30, 2010 and 2009; and
     Notes to Financial Statements.

Exhibit 3.1    Articles of Incorporation. Filed herewith

Exhibit 3.1.1  Amendment to Articles of Incorporation. 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

                                   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 13, 2010           THREE SHADES FOR EVERYBODY, INC.


                                   By: /s/ Daniel Masters
                                       -----------------------------------------
                                       Daniel Masters
                                       Chief Executive Officer

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

<TABLE>
<CAPTION>
Signature                                     Title                                  Date
---------                                     -----                                  ----
<S>                                          <C>                                     <C>


/s/ Daniel Masters                     President and Director                   September 13, 2010
--------------------------             (Principal Executive Officer)
(Daniel Masters)


/s/ Dominique Garcia                   Secretary, Treasurer, Director           September 13, 2010
--------------------------             (Principal Financial Officer)
(Dominique Garcia)
</TABLE>

                                       27