UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~FORM~~ Form 10-Q

(Mark One)

☑ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~ September 30, 2012

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

~~☐ TRANSITION~~For ~~REPORT~~the ~~PURSUANT~~transition TOperiod ~~SECTION~~from 13_______________ to ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~_______________.

~~For the~~Commission ~~transition~~file ~~period~~number: ~~from ______ to ______~~000-54156

~~Commission file~~Shades ~~number: 333-168139~~Holdings, Inc.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation or organization)

27-1368114

(I.R.S. Employer Identification No.)

2875 NE 191 Street, Suite 511

Aventura, FL

(Address of principal executive offices)

33810

(Zip Code)

Registrant’s telephone number, including area code (813) 454-0130

Indicate by check mark whether the registrant (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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Applicable only to corporate issuers:

As of September 6, 2013, there were 43,351,999 shares of common stock, par value $0.0001, issued and outstanding.

-1-

SHADES HOLDINGS, INC.

~~(Exact name~~TABLE ofOF ~~Registrant as specified in its charter)~~CONTENTS

Florida 27-1368114

PART I – FINANCIAL INFORMATION		Page

ITEM 1	Financial Statements	3

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	23

ITEM 4	Controls and Procedures	23

PART II – OTHER INFORMATION

ITEM 1	Legal Proceedings	24

ITEM 1A	Risk Factors	24

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	24

ITEM 3	Defaults Upon Senior Securities	24

ITEM 4	Mine Safety Disclosures	24

ITEM 5	Other Information	24

ITEM 6	Exhibits	25

~~(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)~~-2-

~~20711 Sterlington~~PART ~~Drive,~~I ~~Land~~– O’FINANCIAL ~~Lakes, Florida 34638~~INFORMATION

~~(Address~~This Quarterly Report includes forward-looking statements within the meaning of ~~principal~~the ~~executive~~Securities ~~offices)~~ Exchange Act of 1934 (~~Zip~~the ~~code~~“Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition or Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

~~Registrant's~~Forward-looking ~~telephone~~statements ~~number~~are not guarantees of future performance. They involve risks, ~~including~~uncertainties ~~area~~and ~~code:~~assumptions. ~~(813)~~Our ~~454~~future results and shareholder values may differ materially from those expressed in these forward-~~0130~~looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

Indicate by check mark whether the registrant (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 the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐-3-

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated Filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

The Registrant had 23,777,000 shares of common stock, par value $0.0001 per share, outstanding as of July 26, 2012.

Shades Holdings, Inc.

INDEX

PART I.	Financial Information	Page No.
Item 1.	Financial Statements.
	Consolidated Balance Sheets at December 31, 2011 and June 30, 2012 (Unaudited)	F-1
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011(Unaudited) and for the Period from November 23, 2009 (Inception) to June 30, 2012(Unaudited)	F-2
	Consolidated Statement of Stockholders’ Deficit: For the Period from November 23, 2009 (Inception) to June 30, 2012	F-3
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (Unaudited) and for the Period from November 23, 2009 (Inception) to June 30, 2012 (Unaudited)	F-4
	Notes to Consolidated Financial Statements	F5-F12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3-10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	10
Item 4.	Controls and Procedures.	10
PART II.	Other Information
Item 1.	Legal Proceedings.	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3.	Defaults Upon Senior Securities.	12
Item 4.	Other Information	12
Item 5. 6.	Exhibits.	13
SIGNATURES		14-18

Shades Holdings, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

ASSETS
						June 30, 2012	December 31, 2011
		September 30, 2012			December 31, 2011
Current assets:		(unaudited)				~~(unaudited)~~
Cash and cash equivalents						$ 6,238	$ 1,015
Cash	$	328		$	1,015
Inventory		3,104			3,145	~~3,104~~	~~3,145~~
Total current assets		3,432			4,160	~~9,342~~	~~4,160~~
Websites-net						2,000	2,500
Acquisition costs		155,000			—
Total assets						$ 11,342	$ 6,660
Websites-net		1,750			2,500
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Total assets	$	160,182		$	6,660
Current liabilities:
LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIT
Accounts payable						$ 41,838	$ 29,656
Current liabilities:
Accrued expenses						8,184	3,903
Accounts payable	$	43,112		$	29,656
Notes payable - related party						25,000	6,000
Accrued expenses		952			3,903
Total current liabilities						75,022	39,559
Note payable- related party		46,691			6,000
Stockholders' deficit:
Note payable		32,635			—
Preferred stock, $0.01 par value;
Total current liabilities		123,390			39,559
10,000,000 shares authorized, none issued or outstanding						-	-
Stockholders' (equity):
Common stock, $0.0001 par value:
Preferred stock, $0.01 par value;
100,000,000 shares authorized; 23,777,000 and 23,777,000 shares
10,000,000 shares authorized, none issued or outstanding		—			—
issued and outstanding, respectively						2,377	2,377
Common stock, $0.0001 par value:
Additional paid in capital						220,516	220,516
100,000,000 shares authorized; 43,351,999 and 23,777,000 shares
Deficit accumulated during development stage						(286,573)	(255,792)
issued and outstanding, respectively		4,335			2,377
Total stockholders' deficit						(63,680)	(32,899)
Additional paid in capital		414,598			220,516
Total liabilities and stockholders' deficit						$ 11,342	$ 6,660
Deficit accumulated during development stage		(382,141	)		(255,792	)
Total stockholders' (equity)		36,792			(32,899	)
Total liabilities and stockholders' (equity)	$	160,182		$	6,660

See Notes to Consolidated Financial Statements

-4-

Shades Holdings Inc.

(A Development Stage Company)

Consolidated Statements of Operations

		For The Three Months Ended June 30, 2012		For The Three Months Ended June 30, 2011		For The Six Months Ended June 30, 2012		For The Six Months Ended June 30, 2011		For The Period From November 23, 2009 (Date of Inception) To June 30, 2012
	For The Three Months Ended September 30, 2012				For The Three Months Ended September 30, 2011				For The Nine Months Ended September 30, 2012			For The Nine Months Ended September 30, 2011			For The Period From November 23, 2009 (Date of Inception) To September 30, 2012
	(unaudited)	~~(unaudited)~~		~~(unaudited)~~	(unaudited)	~~(unaudited)~~		~~(unaudited)~~	(unaudited)	~~(unaudited)~~		(unaudited)			(unaudited)
Revenue	$	~~$ 669~~142		~~$ 355~~	$	~~$ 1,440~~704		~~$ 1,050~~	$	~~$ 6~~1,~~646~~583		$	1,755		$	6,788
Cost of goods sold		~~327~~19		~~243~~		~~589~~335		~~684~~		~~3,773~~608			1,020			3,792
Gross profit		~~342~~123		~~112~~		~~851~~369		~~366~~		~~2,873~~975			735			2,996
Accounting and professional expense		2283,~~985~~679		~~17,478~~		259,~~993~~337		~~29,053~~		~~245~~109,~~670~~672			38,391			329,349
Compensation expense		1,664		9,976		3,328		19,706		37,226
Interest expense		1,826				—				1,826			—			1,826
Other general and administrative		1,123		116		1,661		271		3,292
Compensation expense		9,454				9,837				12,783			29,543			46,554
Advertising		55		355		150		472		758
Other general and administrative		462				60				2,123			330			3,880
Amortization		250		250		500		500		2,500
Advertising		20				50				170			521			778
Total selling, general and administrative		26,077		28,175		31,632		50,002		289,446
Amortization		250				250				750			750			2,750
Net (loss)		$ (25,735)		$ (28,063)		$ (30,781)		$ (49,636)		$ (286,573)
Total selling, general and administrative		95,691				19,534				127,324			69,535			385,137
Basic and diluted (loss) per share		$ 0.00		$ 0.00		$ 0.00		$ 0.00		$ 0.01
Net (loss)	$	(95,568	)		$	(19,165	)		$	(126,349	)	$	(68,800	)	$	(382,141	)
Weighted average shares outstanding
Basic and diluted (loss) per share	$	(0.00	)		$	(0.00	)		$	(0.00	)	$	(0.00	)
basic and diluted		23,777,000		23,672,000		23,777,000		23,672,000		23,777,000
Weighted average shares outstanding
basic and diluted		28,129,500				23,777,000				25,227,833			23,777,000

See Notes to Consolidated Financial ~~Statements~~Statement

-5-

Shades Holdings Inc.

(A Development Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

									~~Deficit~~									Deficit
						~~Accumulated~~												Accumulated
						Additional	Common		During
		Preferred Stock					Common Stock							Additional		Common			During
	~~Shares~~	~~Amount~~Shares	~~Shares~~		Amount	~~Paid in Capital~~	~~Stock Payable~~Shares		~~Development Stage~~		~~Total~~Amount			Paid in Capital		Stock Payable			Development Stage			Total
Balance, Nov 23, 2009 (Inception):
Issuance of common stock to founder and president valued at $0.0001 per share	-	~~$ -~~—	~~20,000,000~~	$	~~$ 2,000~~—	~~$ -~~	~~$ -~~20,000,000		~~$ -~~	$	$ 2,000		$	—	$	—		$	—		$	2,000
Issuance shares of common stock for services for $0.25 per share	-	-—	~~310,000~~		31—	~~77,469~~	-310,000		-		~~77,500~~31			77,469		—			—			77,500
Issuance shares of common stock for cash at $0.01 per share, net	-	-—	~~3,000,000~~		~~300~~—	~~26,343~~	-3,000,000		-		~~26,643~~300			26,343		—			—			26,643
Net loss for December 31, 2009	-	-—	-		-—	-	-—		~~(4,015)~~		~~(4,015)~~—			—		—			(4,015	)		(4,015	)
Balance at December 31, 2009	-	-—	~~23,310,000~~		~~2,331~~—	~~103,812~~	-23,310,000		~~(4,015)~~		~~102~~2,~~128~~331			103,812		—			(4,015	)		102,128
Issuance shares of common stock for cash at $0.25 per share through private placement	-	-—	~~217,000~~		22—	~~54,228~~	-217,000		-		~~54,250~~22			54,228		—			—			54,250
Common stock payable for services for $0.25 per share	-	-—	-		-—	-	~~37,803~~—		-		~~37,803~~—			—		37,803			—			37,803
Net loss for December 31, 2010	-	-—	-		-—	-	-—		~~(171,893)~~		~~(171,893)~~—			—		—			(171,893	)		(171,893	)
Balance at December 31, 2010	-	-—	~~23,527,000~~		~~2,353~~—	~~158,040~~	3723,~~803~~527,000		~~(175,908)~~		222,~~288~~353			158,040		37,803			(175,908	)		22,288
Issuance of common stock for services for $0.25 per share	-	-—	~~155,000~~		15—	~~38,735~~	~~(38~~155,~~750)~~000		-		-15			38,735		(38,750	)		—			—
Issuance shares of common stock for cash at $0.25 per share through S1	-	-—	~~95,000~~		9—	~~23,741~~	-95,000		-		~~23,750~~9			23,741		—			—			23,750
Common stock payable for services for $0.25 per share	-	-—	-		-—	-	~~25,316~~—		-		~~25,316~~—			—		25,316			—			25,316
Forgiveness of Common Stock Payable for service	-	-—	-		-—	-	~~($24,369)~~—		-		~~(24,369)~~—			—		(24,369	)		—			(24,369	)
Net loss for December 31, 2011	-	-—	-		-—	-	-—		~~(79,884)~~		~~(79,884)~~—			—		—			(79,884	)		(79,884	)
Balance at December 31, 2011	-	-—	~~23,777,000~~		~~2,377~~—	~~220,516~~	-23,777,000		~~(255,791.98)~~		~~(32~~2,~~899.48)~~377			220,516		—			(255,792	)		(32,899	)
Net loss for March 31, 2012	-	-—	-		-—	-	-—		~~(5,046)~~		~~(5,046)~~—			—		—			(5,046	)		(5,046	)
Balance as of March 31, 2012(unaudited)	-	-—	~~23,777,000.00~~		~~2,377~~—	~~220,515.50~~	-23,777,000		~~(260,837.98)~~		~~(37~~2,~~945.48)~~377			220,516		—			(260,838	)		(37,945	)
Net loss for June 30, 2012	-	-—	-		-—	-	-—		~~(25,735)~~		~~(25,735)~~—			—		—			(25,735	)		(25,735	)
Balance as of June 30, 2012(unaudited)	-	~~$ -~~—	~~23,777,000~~		~~$ 2,377~~—	~~$ 220,516~~	~~$ -~~23,777,000		~~(286,573)~~		~~$ (63~~2,~~680)~~377			220,516		—			(286,573	)		(63,680	)
Common stock retired		—			—		(19,600,000	)			(1,960	)		—								—
Unwind of Suncoast Transaction		—			—		19,600,000				1,960											—
Issuance of common stock for services for $0..01 per share		—			—		3,999,999				400			39,599					—			39,999
Issuance of common stock for stock purchase agreement							75,000				8			1,033					—			1,041
Issuance of common stock for share exchange agreement							15,500,000				1,550			153,450					—			155,000
Net loss for September 30, 2012		—			—		—				—			—		—			(95,568	)		(95,568	)
Balance as of September 30, 2012(unaudited)		—		$	—		43,351,999				4,335		$	414,598		—		$	(382,141	)	$	36,792

See Notes to Consolidated Financial Statement

-6-

Shades Holdings, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

									For The Period From		~~For The Period From~~
						For The Six Month		For The Six Month			November 23, 2009
		For The Nine Month			For The Nine Month				November 23, 2009
		Period Ended			Period Ended	~~Period Ended~~		~~Period Ended~~	( Inception) To		~~( Inception) To~~
						June 30, 2012		June 30, 2011			June 30, 2012
		September 30, 2012			September 30, 2011				September 30, 2012
		(unaudited)			(unaudited)	~~(unaudited)~~		~~(unaudited)~~	(unaudited)		~~(unaudited)~~
Cash flows from operating activities:
Net (loss)		$	(126,349	)	$	$ (3068,~~781)~~800	)	~~$ (49,636)~~	$	(382,141	~~$ (286,573~~)
Adjustments to reconcile net (loss) to net cash
used in operating activities:
Stock based compensation	~~Stock based compensation~~		41,040			-25,314		~~17,193~~		152,555	~~111,515~~
Amortization of website	~~Amortization of website~~		750			~~500~~750		~~500~~		2,750	~~2,500~~
Changes in operating assets and liabilities:
	Accounts receivable					-		-			-
Prepaid expenses			—			9,387				4,735
	Prepaid expenses					-		6,258			4,735
Inventories			41			(240	)			(3,104	)
	Inventories					41		-			(3,104)
Accounts payable			13,456			(968	)			43,112
	Accounts payable					12,182		(2,502)			41,838
Accrued expenses			(2,951	)		1,622				952
	Accrued expenses					4,281		678			8,184
Net cash (used) in operating activities			(74,013	)		(32,935	)			(181,141	)
	Net cash (used) in operating activities					(13,777)		(27,509)			(120,905)
Cash flows from investing activities:
Cash flows from investing activities:
Acquisition of intangible assets			—			(1,500	)			(4,500	)
	Acquisition of intangible assets					-		(1,500)			(4,500)
Net cash (used) in investing activities			—			(1,500	)			(4,500	)
		Net cash (used) in investing activities				-		(1,500)			(4,500)
Cash flows from financing activities:
Cash flows from financing activities:
Cash received from issuance of common stock			—			23,750				110,000
	Cash received from issuance of common stock					-		23,750			110,000
Cash paid for stock issuance costs			—			—				(3,357	)
	Cash paid for stock issuance costs					-		-			(3,357)
Cash recived from note payable			32,635							32,635
Cash received from note payable - related party	~~Cash received from note payable - related party~~		40,691			~~19,000~~—		-		46,691	~~25,000~~
Net cash provided by financing activities		~~Net cash provided by financing activities~~	73,326			1923,~~000~~750		~~23,750~~		185,969	~~131,643~~
Net increase(decrease)in cash and cash equivalents						5,223		(5,259)			6,238
Net increase(decrease) in cash and cash equivalents			(687	)		(10,685	)			328
Cash and cash equivalents at beginning of year			1,015			112,~~015~~133		~~12,133~~		—	-
											-
										—
Cash and cash equivalents at end of period		$	328		$	~~$ 6~~1,~~238~~447		~~$ 6,873~~	$	328	~~$ 6,238~~
Supplemental disclosures:
Cash paid for interest	~~Cash paid for interest~~	$	—		$	~~$ -~~—		~~$ -~~	$	—	~~$ -~~
Cash paid for taxes	~~Cash paid for taxes~~	$	—		$	~~$ -~~—		~~$ -~~	$	—	~~$ -~~
Supplemental disclosures on non cash investing
Acqusistion cost		$	155,000		$	—			$	155,000

See Notes to Consolidated Financial Statements

-7-

Shades Holdings Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS

The Company – Shades Holdings Inc. (the “Company”) was organized in Florida on November 23, 2009. The Company is in the development stage ~~and has realized only minimal revenues from its planned operations~~.

Nature of Business - We are an internet sales Company which, through our wholly owned subsidiary, Daily Shades, Inc., sells name brand sunglasses at up to 70% off manufactured suggested retail prices at our website www.dailyshades.com and Daily Chrono which sells brand name watches up to 75% off manufactured suggested retail price at our website www.dailychrono.com. Our business strategy is focused on a “daily deal” that is a niche in the internet market place.

The Summary of Significant Accounting Policies (Note 3) is presented to assist in understanding the financial statements. The financial statements and notes are ~~representations~~based ofon representations from the Company’s management, which isare responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

References to accounting principles generally accepted in the Unites States of America are to those standards promulgated and described in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board.

NOTE 2. GOING CONCERN

The preparation of financial statements in accordance with accounting principles

generally accepted in the United States contemplates that operations will be sustained for

a reasonable period. However, we have incurred operating losses of $30126,~~781~~349 and $4968,~~636~~800 for the ~~six~~nine months ended ~~June~~September 30, 2012 and 2011, respectively. Additionally our cumulative losses were $~~286~~382,~~573~~141 through ~~June~~September 30, 2012. Our revenues are minimal. In addition, during the ~~six~~ nine months ended ~~June~~ September 30, 2012 and 2011 we used cash of $1374,~~777~~013 and $2732,~~509~~935, respectively, in our operating activities. Since our inception, we have been substantially dependent upon funds raised through the sale of common stock. We will need to obtain additional financing to implement our business plan. We may not be successful unless we can successfully market our products and generate revenue sufficient to continue our operations. These conditions raise substantial doubt about our ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to raise sufficient capital to implement our business plan and to generate profits sufficient to become financially viable. Since inception through ~~June~~September 30, 2012 we raised $110,000 from the sale of common stock. We cannot give any assurances regarding the success of our current operations or our ability to raise adequate

-8-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 2. GOING CONCERN (CONTINUED)

capital to finance our operations. Our consolidated financial statements do not include adjustments relating to the recoverability of recorded assets or liabilities that might be necessary should we be unable to continue as a going concern.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates—The Company prepares the financial statements in accordance with generally accepted accounting principles of the United States of America and, accordingly, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation – Our consolidated financial statements include the accounts of Shades Holding Inc. and its former wholly owned subsidiary, Daily Shades Inc. All significant intercompany accounts, profits and transactions have been eliminated in consolidation.

Impairment of Long-Lived Assets - Our management evaluates its tangible and definite-lived intangible assets for impairment under ASC 350 Intangible Assets and ASC 360 Impairments and Disposals.

Our evaluation related to tangible and intangible long-lived assets provides a two step process. The first step is to compare our undiscounted cash flows, as projected over the remaining useful lives of the assets, to their respective carrying values. In the event that the carrying values are not recovered by future undiscounted cash flows, as a second step, we compare the carrying values to the related fair values and, if lower, record an impairment adjustment. For purposes of fair value, we generally use replacement costs for tangible fixed assets and discounted cash flows, using risk-adjusted discount rates, for intangible assets.

Cash and Cash Equivalents—Cash equivalents are comprised of all highly liquid investments with an original maturity of three months or less when purchased.

Revenue Recognition– Revenue is recognized when evidence of the arrangement exists, the product is shipped to a customer, the fee for the service is fixed or determinable and when we have concluded that amounts are collectible from the customers. Estimated amounts for sales returns and allowances are recorded at the time of sale. Shipping costs billed to customers are included as a component of product sales. The associated cost of shipping is included as a component of cost of product sales.

-9-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories – Inventories consist of ~~retail merchandise~~ properties that isare in ~~its~~transition ~~finished form and ready for sale~~ to ~~end-user~~be ~~customers.~~sold ~~Inventories are~~either ~~recorded~~through atauction ~~the lower of average cost~~ or ~~market.~~typical ~~In-bound~~real ~~freight-related~~estate ~~costs from our vendors are included as part of the net cost of merchandise inventories~~transactions. Other costs associated with acquiring, storing and transporting merchandise inventories are expensed as incurred and included in cost of goods sold. Our inventories are acquired and carried for retail sale and, accordingly, the carrying value is susceptible to, among other things, market trends and conditions and overall customer demand.

Intangible assets – The Websites are recorded at cost and have a finite life. The Websites are amortized over the estimated periods of benefit of three years.

Earnings (Loss) Per Share - The Company uses the guidance set forth under FASB topic ASC 260, “Earnings Per Share” for calculating the basic and diluted loss per share. Basic loss per share is computed by dividing loss by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if they would be anti-dilutive. The Company has no potentially dilutive securities at ~~June~~September 30, 2012 and ~~June~~September 30, 2011.

Fair Value of Financial Instruments: Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. We believe that the carrying amounts of the financial instruments approximate their respective current fair values due to their relatively short maturities.

Pursuant to the requirements of the Fair Value Measurements and Disclosures Topic of the FASB Codification, the Company’s financial assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:

Level 1: Financial instruments with unadjusted quoted prices listed on active market exchanges.

Level 2: Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over the counter traded financial instruments. The prices for the financial instruments are determined using prices for recently traded financial instruments with similar underlying terms as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

-10-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments Continued:

Level 3: Financial instruments that are not actively traded on a market exchange. This category includes situations where there is little, if any, market activity for the financial instrument. The prices are determined using significant unobservable inputs or valuation techniques.

All cash and cash equivalents are considered Level 1 measurements for all periods presented. We do not have any financial instruments classified as Level 2 or Level 3 and there were no movements between these categories.

The Company carries cash and cash equivalents, inventory, and accounts payable and accrued expense at historical cost which approximates the fair value because of the short-term nature of these instruments.

Income Taxes - Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using currently enacted tax rates. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Share-Based Compensation – We apply the grant-date fair value method to our share-based payment arrangements with employees under the rules provided in ASC 718 Accounting for Share-Based Payments and Staff Accounting Bulletin 107. Share-based compensation cost for employees is measured at the grant date fair value based on the value of the award and is recognized over the requisite service period, which is usually the vesting period for employees.

For share-based payment transactions with parties other than employees, we apply ASC 505-50 Equity Based Payments to Non-Employees. These non-employee services are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measureable. The measurement date for valuing share-based payments made to non-employees is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or the date at which the counterparty’s performance is complete. Share-based payments to non-employees are recorded at fair value on the measurement date and reflected in expense over the requisite service period.

~~Recent accounting pronouncements~~ - ~~In May 2011, the FASB issued an update that amends the guidance provided in ASC Topic 820, Fair Value Measurement, by clarifying some existing concepts, eliminating~~11-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent accounting pronouncements - In May 2011, the FASB issued an update that amends the guidance provided in ASC Topic 820, Fair Value Measurement, by clarifying some existing concepts, eliminating

wording differences between GAAP and International Financial Reporting Standards (“IFRS”), and in some limited cases, changing some principles to achieve convergence between GAAP and IFRS. The update results in a consistent definition of fair value, establishes common requirements for the measurement of and disclosure about fair value between GAAP and IFRS, and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update became effective in the first quarter of fiscal 2012. We did not have a material impact on our consolidated financial statements from this adoption of this update.

NOTE 4. INTANGIBLE ASSETS

The Company’s intangible assets ~~as of June 30, 2012 and June 30, 2011~~ are ascomprised ~~follows~~of the following:

			June 30, 2012	June 30, 2011
	September 30, 2012			December 31, 2011
	(unaudited)		~~(unaudited)~~	(unaudited)
Website development	$	4,500	~~$ 4,500~~	$ ~~4,500~~	4,500
Accumulated amortization		(2,750	~~(2,500~~)	~~(1,500)~~	(2,000	)
Website, net	$	1,750	~~$ 2,000~~	$ ~~3,000~~	2,500
Unamortized intangible assets:
Amortization expense amounted to $750 for the nine months ended September 30, 2012 and 2011 respectively.
Estimated Amortization Expense:
			June 30, 2012
			(unaudited)
For the six months ended December 31, 2012			500
For the year ended December 31, 2013			1,500
			$ 2,000

Amortization expense amounted to $750 for the nine months ended September 30, 2012 and 2011 respectively.

-12-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 5. NOTE PAYABLE

~~In November~~On ~~2011~~September ~~we took out a short term note from a fund for $6~~11,~~000.~~ ~~In March of~~ 2012, wethe ~~took~~Company ~~out~~issued ~~another~~a ~~$1,000~~8% ~~short term~~ note ~~from~~in the ~~same~~principal ~~fund.~~amount ~~In April~~ of ~~2012~~$32,500 ~~the~~to ~~previous~~Asher ~~notes~~Enterprises, ~~along~~Inc., ~~with~~an ainvestment ~~new~~fund. ~~note~~The ~~for~~Note ~~$18,000~~is ~~were~~convertible ~~combined~~ into ~~one~~common ~~note~~stock ~~totaling~~at ~~$25,000 with~~ a ~~one~~discount ~~year~~to ~~term.~~the ~~That~~market ~~fund~~price isof ~~managed~~the bycommon ~~our CEO Sean Lyons~~stock. ~~Terms~~The ~~of the~~ note ~~were~~was ~~twelve~~secured ~~percent~~with ~~per~~565,000 ~~annum~~shares ~~for one~~of ~~year~~common ~~with~~stock areserved. ~~default~~On ~~clause~~June 24, of2013 anthe ~~additional~~note ~~$3,000~~issued ~~added~~the toinvestment ~~principal.~~fund ~~The~~was ~~note~~paid isin ~~secured~~full byand ~~inventory~~the ~~and~~shares ~~domains~~were ~~owned by~~released ~~the~~from ~~Company~~reserve.

NOTE 6. ADVERTISING

The Company expenses advertising costs as they are incurred. Advertising expenses for the three months ended ~~June 30~~September, 2012 and 2011, were $5520 and $~~355~~50, respectively.

NOTE 7. ~~EQUITY~~COMPENSATION ~~TRANSACTIONS~~AGREEMENTS

~~On June~~Employment 3,Compensation ~~2011~~— ~~the~~We ~~Company~~have ~~closed~~not ~~its~~entered ~~Registered~~into an ~~Direct~~employment ~~Offering~~agreement ~~and~~or ~~the~~non-competition ~~Registered~~agreement ~~Resale~~with ~~Offering~~our ~~on Form S1~~President. ~~The~~On ~~Company sold~~July 951,~~000~~ ~~shares~~2012, of our ~~common~~Chief ~~stock~~Executive atOfficer, aSean ~~price of $0.25 per share. All the shares sold were from the Registered Direct Offering~~Lyons, noforgave ~~shares~~all ~~from~~his ~~the~~accrued ~~Registered~~compensation ~~Resale~~to ~~Offering~~date ~~were~~totaling ~~sold. The Company sold 95,000 shares of common stock resulting in cash proceeds of~~ $236,~~750~~500.

NOTE 8. ~~Compensation Agreements~~RELATED PARTIES

~~Employment~~In November 2011 we issued a short term promissory note to ~~Compensation~~a —fund Wefor ~~have~~$6,000 ~~not~~which ~~entered~~is ~~into~~managed by Sean Lyons. In March of 2012 we issued an ~~employment~~additional ~~agreement~~$1,000 orshort ~~non-competition~~term ~~agreement~~promissory note to the same fund. In April of 2012 the previous notes along with ~~our~~a ~~President~~new note for $18,000 were combined into one note totaling $25,000 with a one year term. The notes accrued interest at twelve percent per annum for one year with a default clause of an additional ~~Our~~$3,000 ~~President~~added to principal. The note is ~~compensated~~secured ~~$500~~by ~~monthly~~inventory ~~for~~and ~~his~~domains ~~services~~owned by the Company.

~~NOTE~~The Company issued an 8% promissory note 9.to ~~RELATED~~two ~~PARTIES~~related parties which were stockholders of company in the principal amount of $10,000 each, which are convertible into common stock at a discount to the market price of the common stock.

OnWe ~~December 10,~~utilize ~~2009,~~space aleased ~~shareholder,~~by ~~who~~a ~~purchased~~non-affiliated ~~1,100,000~~entity ~~shares~~ of our former ~~common~~President ~~stock~~on ~~valued at $0.01 per share, is currently~~ a ~~supplier of~~rent ~~merchandise,~~free ~~Snazzy~~basis. ~~Buys~~If ~~owned~~our bybusiness ~~Marylyn Phillips~~expands, ~~wife~~we ofwill ~~Dale~~likely ~~Phillips~~need ~~of Total CFO. Our operations are limited and have achieved limited operational status~~ to ~~date.~~lease Atoffice ~~June 30, 2011~~ and/or ~~dating~~warehouse ~~back to November 23, 2009 (inception) we had purchases from this supplier totaling $3,620~~space.

~~During the period ending June 30, 2011 the Company extended a share based compensation agreement with a related party (See Note 10).~~-13-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 9. ~~RELATED~~ ~~PARTIES~~SHARE- ~~CONTINUED~~BASED COMPENSATION

OnThe ~~November 23,~~Company ~~2009,~~issued ~~we entered into an agreement with Total CFO~~75,000 ~~LLC~~shares ~~under~~of ~~which~~our ~~Total~~common ~~CFO, LLC agreed~~ stock to ~~provide~~non-employees usfor ~~with tax preparation~~ services ~~and~~provided ~~general~~during ~~bookkeeping~~the ~~services~~year ~~for~~ended aDecember 1231, 2011.

~~month term.~~ The ~~agreement~~ ~~can~~Company’s beBoard ~~terminated~~of byDirectors ~~either~~and ~~party~~Officers were ~~upon~~also 30compensated ~~days~~with ~~notice. In~~common ~~exchange~~stock for ~~the~~ services ~~rendered~~provided. ~~under~~Two of the ~~agreement, we~~shareholders ~~issued~~own Total CFO, LLC ~~50,000~~an ~~shares~~organization ofthat provides ~~our~~accounting ~~restricted common stock. These~~ services ~~were~~to ~~valued at $12,500 based on a price of $0.25 per share. Natalie Collins, who owns fifty percent (50%) of Total CFO, LLC, owns 600,000 shares of~~ the Company~~’s common stock~~. ~~These shares were acquired in our 2009 common stock offering at a price of $0.01 per~~

~~share,~~The ~~for~~Company entered into a consulting agreement on September an11, ~~aggregate~~2012 ~~purchase~~with ~~price~~each of $6Vince Vellardita,~~000~~ Apogee Financial, Investments, Inc. ~~Dale~~ ~~Phillips~~and ~~owns~~Total CFO LLC (the ~~remaining~~“Consultants”), pursuant ~~50%~~to ~~and~~which isthe ~~her~~Consultants ~~father.~~agreed ~~The~~to provide certain consulting services to the Company ~~also~~for ~~has~~a period of twelve months. ~~agreed~~In toconsideration ~~issue~~for ~~Total~~their ~~CFO~~services, ~~LLC~~the anCompany ~~additional~~issued ~~50,000~~to ~~shares~~Vince ofVellardita ~~its~~and ~~common~~his ~~stock~~designees in1,333,333 ~~exchange~~shares ~~for~~of ~~tax~~the ~~preparation~~Company’s common ~~services~~stock and ~~general book~~to ~~keeping~~each ~~services~~of ~~for~~Apogee ~~2011.~~Financial ~~The~~Investments, ~~agreement~~Inc. ~~with~~and Total CFO ~~was~~LLC, ~~not~~666,666 ~~renewed~~shares ~~for~~of the ~~2012~~Company’s ~~year~~common stock.

WeThe ~~utilize space~~Company ~~leased~~issued by1,333,334 ashares ~~non-affiliated entity~~ of ~~our~~common ~~President~~stock on September 11, 2012 to a ~~rent~~law ~~free~~firm ~~basis.~~pursuant Ifto ~~our~~the ~~business~~terms ~~expands,~~of wea ~~will~~retainer ~~likely~~agreement ~~need~~in consideration for legal fees to ~~lease~~ ~~office~~be ~~and/or~~rendered ~~warehouse~~to ~~space~~the Company.

~~NOTE~~On September 9, 2012, the Company entered into a consulting 10agreement with RedChip Companies, Inc. ~~SHARE-~~(“Redchip”), ~~BASED~~pursuant ~~COMPENSATION~~to which RedChip was to provide certain services for a period of six months to the Company for a period of twelve months. The Company iissued Redchip 275,000 shares of common stock.

As previously reported, on September 7, 2012, the Company entered into a Share~~-based~~ Exchange Agreement with Suncoast Real Estate Owned Holdings, Inc., (“Suncoast”), and the shareholder ~~payment~~of ~~awards~~Suncoast (the “Suncoast Shareholder”), pursuant to which the Suncoast Shareholder agreed to transfer all of 75the issued and outstanding capital stock of Suncoast (the “Suncoast Shares”) to the Company in exchange for 15,500,000 shares of ~~our~~ common stock ~~were~~of ~~granted~~the toCompany ~~non~~(the “Suncoast Exchange Shares”). The parties contemplated that such exchange would result in Suncoast becoming a wholly-~~employee~~owned ~~service~~subsidiary ~~providers~~of ~~during~~the Company and the ~~year~~Shareholder ~~ended~~acquiring a controlling interest ~~December~~in 31the Company (the “Suncoast Exchange Transaction”). On September 6, ~~2011~~2012 Ryan Ford and Jesus Diaz both resigned as Directors of Shades Holdings Inc. Mr. Diaz also resigned as CFO at this time.

~~The Company’s Board of Directors and Officers were also compensated with shares for services provided (See Note 9). Two shareholders are members of an accounting services organization that~~-14-

provided services to the Company and are related to the shareholder who provides merchandise to the Company (See Note 7).

During the period ended December 31, 2009, this service organization received 50,000 shares of our common stock valued at $0.25 per share or a total value of $12,500 in exchange for their accounting services charged to prepaid expense and amortized over a period of twelve months. The same structured agreement was renewed as of November 24, 2010, this service organization received 50,000 shares of our common stock valued at $0.25 per share or a total value of $12,500 in exchange for their accounting services charged to prepaid expense and amortized over a period of twelve months. In 2010 the shares were not issued however the cost was recognized. The shares were issued June 2, 2011.

NOTE 11. Directors’ compensation

On July 9, 2010 the company elected three Board of Directors to serve one year term. The individuals are Sean Lyons, Jesus Diaz, and Ryan Ford. Mr. Ford will receive 30,000 shares a year for his services which will vest quarterly and will be awarded at end of the calendar year 2011. Mr. Diaz was also added as CFO and will receive 50,000 shares a year for his services as a board member and CFO. His shares will vest quarterly and be awarded at end of the calendar year 2011. Mr. Lyons will receive

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 11 10. ~~Directors’~~ ~~compensation CONTINUED~~ SUBSEQUENT EVENTS

~~50,000~~As further described in the Company’s Current ~~shares~~Report aon ~~year~~Form ~~for~~8-K ~~his~~filed ~~services~~with the SEC on July 1, 2013 that on November 27, 2012, the Company entered into an agreement with the Suncoast Shareholder, effective as aof ~~board~~September ~~member~~11, ~~and~~2012 ~~CEO.~~(the ~~His~~“Suncoast ~~shares~~Effective ~~will~~Time”), ~~vest~~pursuant ~~quarterly~~to ~~and~~which bethe ~~awarded~~parties agreed atthat ~~end~~the Suncoast Shareholder failed to relinquish control of Suncoast to the ~~calendar~~Company and that the Suncoast Exchange Transaction ~~year~~was ~~2011.~~never Weeffectively ~~will~~consummated. ~~apply~~Accordingly, the ~~grant~~Suncoast ~~date~~Shareholder ~~fair~~returned ~~value~~the ~~method~~Suncoast toExchange ~~our~~Shares ~~share~~to ~~based~~the ~~arrangement~~Company ~~for~~on November ~~these~~27, ~~awards~~2012 and ~~record~~the ~~compensation~~parties agreed that the Suncoast Shares have remained under the ownership of the Suncoast Shareholder ~~expense~~since asthe ~~these~~Suncoast ~~shares~~Effective ~~vest~~Time.

On ~~February~~ 23June 18, ~~2011~~2013, ~~our~~the ~~board~~Company ~~members~~entered into and ~~CFO~~closed a ~~were~~securities purchase agreement with an accredited investor (the “Investor”), pursuant to which the Company issued to ~~their~~the ~~shares~~Investor ~~for~~a ~~services~~promissory ~~relating~~note in the principal amount of $200,000 (the “Note”), and five-year warrants to ~~2010.~~purchase an ~~These~~aggregate of 1,100,000 shares ~~cost~~of ~~were~~common ~~recognized~~stock with an exercise price of $0.01. Repayment of the Note is due June 18, 2014 and inbears ~~2010~~an interest at the rate of 8% per year, which is payable upon maturity of the note.

On ~~December~~ 1June 19, ~~2011~~2013, ~~our~~the ~~board~~Company ~~members,~~entered ~~CFO,~~into ~~and~~a ~~CEO~~share ~~met~~exchange agreement to(the ~~discuss~~“Exchange ~~forgiving~~Agreement”) ~~all~~with ~~stock~~Shades ~~compensation~~of ~~due~~Fragrances, ~~for~~Inc. ~~2011~~ (~~See below~~“SOF”) and Omniscent Corp. At(“OMNI”) ~~that~~(the ~~time~~sole itshareholder ~~was~~of ~~unanimously~~SOF). ~~agreed~~Pursuant ~~that~~to ~~all~~the ~~stock~~Share ~~compensation~~Exchange ~~for~~Agreement, ~~2011~~which ~~would~~closed beon ~~forgiven.~~June ~~Based~~21, on2013, the ~~need~~Company ~~for~~issued ~~future financing~~24,000,000 ~~the~~shares ~~group~~of ~~agreed~~common ~~further~~stock ~~issuance~~to ofOMNI, ~~shares~~resulting ~~may~~in ~~impede~~a ~~the~~change ~~likelihood~~in control of ~~obtaining~~the ~~needed~~Company, ~~financing.~~in ~~Additionally~~exchange atfor ~~that~~1,000,000 ~~time~~shares of common stock itof ~~was~~SOF, ~~agreed~~representing ~~for~~100% of the ~~same~~issued ~~reason~~and ~~mentioned~~outstanding ~~above~~capital ~~Total~~stock ~~CFO’s~~of ~~services~~SOF, ~~would~~and ~~not~~SOF bethus ~~renewed~~became a wholly-owned subsidiary of the Company.

~~Item~~ SOF is a Florida corporation 2formed –May ~~Management’s~~14, ~~Discussion~~2013, ~~and~~which ~~Analysis~~now ofowns ~~Financial~~the ~~Condition~~federal ~~and~~registered ~~Results~~trademark of(Registration ~~Operations~~No. 277316) “Phantom” for perfumes and fragrances.

~~Our Management’s~~In ~~Discussion~~connection ~~and Analysis should be read in conjunction~~ with ~~our~~the ~~financial~~Share ~~statements~~Exchange ~~included~~Agreement, ~~in this report.~~on ~~The~~June ~~following~~19, ~~discussion~~2013, ~~and~~Sean ~~analysis~~Lyons isresigned ~~intended~~as toofficer ~~help~~of the ~~reader~~Company ~~understand~~and ~~the~~Lucien ~~results~~Lallouz of(the ~~operations,~~President ~~financial condition~~ and ~~cash~~owner ~~flows~~ of ~~Shades Holdings, Inc~~SOF.) ~~Our~~was ~~Management’s~~appointed Chief ~~Discussion~~Executive ~~and~~Officer, ~~Analysis~~Chief isFinancial ~~provided~~Officer, asChief aOperating ~~supplement to~~Officer, ~~and should be read in conjunction with~~Secretary, ~~our~~Treasurer ~~consolidated financial statements~~ and ~~the~~President ~~accompanying~~of ~~notes to~~ the ~~consolidated financial statements included herein~~Company.

-15-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 10. SUBSEQUENT EVENTS (CONTINUED)

In connection with the Share Exchange Agreement, on June 19, 2013, the Company issued a convertible promissory note (the “Convertible Note”), in the principal amount of $100,000, to various parties. The Convertible Note is convertible into shares of the Company’s common stock at a variable conversion price equal to 80% of the closing price of the common stock for the trading day preceding the conversion date. Repayment of the Convertible Note is due in monthly installments, each in the amount of 10% of the principal amount, commencing June 19, 2014.

On June 19, 2013 a stock purchase agreement was executed with Sean Lyons purchasing 100% interest in Daily Shades Inc. a subsidiary of Shades Holdings Inc. in consideration of 19,600,000 shares of common stock in Shades Holdings Inc.

On July 8, 2013 Mr. Lucien Lallouz was elected to the Company's Board of Directors.

On July 12, 2013 the Company issued 100,000 shares of the Company's common stock for services previously rendered to Bush Ross, P.A.

On July 12, 2013, the Company entered into Consulting Agreements with each of Sean Lyons, R D Diamond Consulting Group, Inc. and CTP Advisors (the “Consultant s”) pursuant to which the Consultants will provide consulting services to the Company, as described in their respective agreements, for a period of one year. In consideration for their services, Mr. Lyons received 614,666 shares of the Company's common stock and R D Diamond and CTP Advisors received 366,667 shares of the Company's common stock for services rendered.

The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

On June 24, 2013, the Company paid $40,000 to Asher Enterprises, Inc. in full satisfaction of the convertible note issued on September 11, 2012 that was issued in the original amount of $32,500.

-16-

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

~~Certain statements~~Our ~~contained~~Management’s inDiscussion ~~this report on Form 10-Q~~ and ~~other~~Analysis ~~written~~contains ~~material~~not only ~~and oral~~ statements ~~made~~that ~~from~~are ~~time to time by us do not relate to~~ historical ~~or current~~ facts~~. As such~~, ~~they~~but ~~are~~also ~~referred~~statements tothat asare “forward-looking. Forward-looking statements are,” ~~which~~by ~~are~~their ~~intended~~very tonature, ~~convey~~uncertain ~~our~~and ~~expectations~~risky. orThese ~~predictions~~risks ~~regarding~~and ~~the~~uncertainties ~~occurrence~~include, ofbut ~~possible~~are ~~future~~not ~~events~~limited orto, ~~the~~international, ~~existence~~national ofand ~~trends~~local ~~and~~general ~~factors~~economic ~~that may impact our future plans~~ and ~~operating~~market ~~results.~~conditions; ~~These~~demographic ~~forward-looking~~changes; ~~statements~~our ~~are~~ability ~~derived~~to sustain, ~~in part~~manage, ~~from various~~or ~~assumptions~~forecast ~~and~~growth; ~~analyses we have made in the context of~~ our ~~current~~ability ~~business plan and information currently available~~ to successfully usmake and inintegrate ~~light~~acquisitions; ofexisting ~~our~~government ~~experience~~regulations and ~~perceptions~~changes ~~of historical trends~~in, ~~current~~or ~~conditions~~the ~~and~~failure ~~expected~~to ~~future~~comply ~~developments~~with, government ~~and~~regulations; ~~other~~adverse ~~factors~~publicity; wecompetition; ~~believe~~fluctuations toand bedifficulty ~~appropriate~~ in ~~the~~forecasting ~~circumstances.~~operating ~~You~~results; ~~can~~changes ~~generally~~in ~~identify forward-looking statements through~~business ~~words~~strategy ~~and~~or ~~phrases~~development ~~such~~plans; asbusiness ~~“seek,”~~disruptions; ~~“anticipate,~~the ”ability ~~“believe,~~to ”attract ~~“estimate,~~and ”retain ~~“expect, ”~~qualified ~~“intend,~~personnel; ”the ~~“plan,~~ability ”to ~~“budget, ” “project, ” “may be, ” “may~~protect ~~continue,~~technology; ~~” “may likely result, ”~~ and ~~similar~~other ~~expressions.~~risks ~~When reading any forward looking statement, you should remain mindful~~ that ~~actual~~might ~~results~~be ordetailed ~~developments may vary substantially~~ from ~~those~~time ~~expected~~to astime ~~expressed~~ in orour ~~implied~~filings bywith ~~that statement~~the ~~for~~Securities aand ~~number~~Exchange ~~of reasons or factors, such as those relating to:~~Commission.

~~whether~~Although orthe ~~not~~forward-looking astatements ~~market~~in ~~for~~this Quarterly Report reflect the good faith judgment of our ~~products~~management, ~~and~~such ~~services~~statements ~~develop~~can only be based on facts and factors currently known by them. Consequently, ifand abecause ~~market~~forward-looking ~~develops~~statements are inherently subject to risks and uncertainties, the ~~pace~~actual atresults and ~~which~~outcomes itmay ~~develops;~~differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

our ability to successfully sell our products and services if a market develops;

our ability to attract the qualified personnel to implement our growth strategies;

our ability to develop sales and marketing capabilities;

the accuracy of our estimates and projections;

our ability to fund our short-term and long-term financing needs;

changes in our business plan and corporate strategies; and other risks and uncertainties discussed in greater detail in the sections of this report, including the section captioned “Plan of Operation”.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our Company and our business made elsewhere in this report, as well as other public reports filed with the SEC. You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this report to reflect new events or circumstances unless and to the extent required by applicable law.

Background

~~We are~~Shades anHoldings, ~~online~~Inc. ~~retailer~~(“we”, ofthe ~~discount~~“Company”, or ~~sunglasses~~“Shades”) ~~and~~was ~~watches~~ incorporated under the laws of Florida on November 23, 2009. We are a development stage company and have recently commenced our business operations. From our inception on November 23, 2009 through June 30, 2012, we incurred a cumulative loss of ($286,573) and have only generated limited revenues from our business operations. We offer and sell high quality, name brand sunglasses and watches to our customers through our wholly-owned subsidiary, Daily Shades, Inc. The high quality, name brand sunglasses are offered at discounts of up to 70% of the manufacturer’s suggested retail price and are offered and sold through our website at , and the high quality, name brand watches are offered at discounts of up to 75% of the manufacturer’s suggested retail price and are offered and sold through our website at www.dailychrono.com. We intend to continue offering our products only through our websites. We currently offer a different pair of sunglasses and a different watch each day to our customers through our websites. We generally offer our sunglasses and watches for a limited period of time and present the offer as a “daily deal” on our websites. Each day our quantities vary, so our customers do not know how many pairs of sunglasses or watches we will have of a particular model. We have also added “bargain bins” that consist of single models, old models and slightly damaged models.

~~Plan~~We are a development-stage company, our wholly-owned subsidiary Shades of ~~Operation~~Fragrances, Inc. which we acquired on June 24, 2013 is a Florida corporation formed May 14, 2013, which owns the federal registered trademark (Registration No. 277316) “Phantom” for perfumes and fragrances. In connection with this acquisition the Company will become a luxury & lifestyle brand developer, through licensing agreements with emerging fashion designers and established celebrity brands, including our own proprietary trademarks in the fragrance and cosmetic industry. We are also engaged in developing our business infrastructure and we are seeking capital to support the further development of our licensing agreements. As of the date of this report, our activities have been limited to various organizational matters, limited operations, and the development of our business plan.

WeDuring ~~are~~our a development- stage, ~~company~~as discussed above, ~~which~~we ~~currently~~will ~~sells~~incur ~~discount~~significant ~~sunglasses~~expenditures ~~and~~for ~~watches~~organizational costs and ~~which~~marketing, ~~seeks~~arising both tointernally ~~expand~~and ~~its~~externally. ~~business model~~Our toorganizational ~~include~~costs ~~the~~have ~~sale~~made ofup ~~other~~the ~~products.~~majority ~~During~~of our ~~development~~expenses ~~stage,~~to wedate. ~~have~~These ~~and~~ expenditures are ~~devoting~~entirely ~~substantially~~predicated ~~all~~on the success of our financing efforts to ~~marketing~~discussed ~~and~~in ~~advertising~~Liquidity ~~through~~and ~~the~~Capital ~~use~~Resources, ~~of different medias~~below. We ~~are~~have ~~also~~had to ~~engaged~~pay infor ~~developing~~most of our ~~business~~organizational ~~infrastructure~~ costs with cash and currently anticipate that we ~~are~~will ~~seeking~~be ~~capital~~required to ~~support~~pay for our marketing efforts with cash. However, to the ~~further~~extent ~~development~~that ~~and~~outside ~~deployment~~parties ofwill ~~our~~entertain ~~internet~~share-based ~~sales~~payment ~~platform~~arrangements, we will likely pursue negotiations on those lines. AsWe ofhave ~~the~~previously ~~date~~issued shares of ~~this~~ ~~report,~~ our ~~activities~~common ~~have~~stock ~~been~~as ~~limited~~compensation to ~~various~~certain ~~organizational~~consultants and ~~matters,~~our ~~limited~~legal ~~operations,~~service ~~and~~provider. ~~the~~We ~~development~~will ofseek ~~our business~~stock-based ~~plan~~compensation arrangements in the future.

During our development stage, as discussed above, we will incur significant expenditures for organizational costs and marketing, arising both internally and externally. Our organizational costs have made up the majority of our expenses to date. These expenditures are entirely predicated on the success of our financing efforts discussed in Liquidity and Capital Resources, below. We have had to pay for most of our organizational costs with cash and currently anticipate that we will be required to pay for our marketing efforts with cash. However, to the extent that outside parties will entertain share-based payment arrangements, we will likely pursue negotiations on those lines. As discussed in Note 7, Equity Transactions, contained in the explanatory notes to our financial statements, we previously issued shares of our common stock as compensation to our social media content consultation, our IT consultant and our legal service provider. We will seek stock17-based compensation arrangements in the future. With numerous recent developments such as XBRL formatting for all filings which will incur substantial cost in the near future and the growing difficulties for small publicly traded companies to easily trade on the open market. The Company, for the protection of its shareholder base, may seek to identify a privately-held operating company that desires to become a public company by combining with us via reverse merger or some other form of transaction. The Company may seek a target that demonstrates potential long-term growth, rather than short-term earnings. The Company has not entered into discussions or a definitive agreement with any party concerning an acquisition or merger.

~~Our website~~As ~~sales~~previously ~~platform is currently generating limited revenues. From inception (November 23~~reported, ~~2009)~~on ~~through~~September ~~June 30~~7, 2012, wethe Company ~~generated~~entered ~~$6,646~~into ina ~~revenues~~Share ~~from~~Exchange ~~our~~Agreement ~~operations.~~with WeSuncoast ~~anticipate~~Real ~~that~~Estate ~~our~~Owned ~~marketing efforts will increase the traffic to our websites~~Holdings, ~~dailyshades.com~~ ~~and dailychrono~~Inc.~~com~~, ~~which~~(“Suncoast”), ~~will~~and ~~result~~the ~~in an increase in revenues. Our revenues~~shareholder ~~are~~of ~~primarily~~Suncoast ~~derived from~~ (the ~~sale~~“Suncoast ofShareholder”), ~~products~~pursuant ~~over~~to ~~our~~which ~~websites.~~the WeSuncoast ~~also~~Shareholder ~~have~~agreed ~~one~~to ~~advertising~~transfer ~~space~~all ~~on each~~ of ~~our websites,~~the ~~dailyshades.com~~issued and ~~dailychrono.com,~~outstanding incapital ~~which~~stock weof ~~offer~~Suncoast a(the “~~banner~~Suncoast Shares”) ~~style~~to ~~advertisement. That~~the ~~advertising~~Company ~~space~~in ~~generates~~exchange ~~limited revenue~~ for ~~us. In the future~~15, ~~we plan to expand that opportunity and to allow additional~~500,000 ~~advertising~~shares ~~space~~of oncommon ~~our~~stock ~~main~~of ~~websites~~the ~~and~~Company on(the ~~our~~“Suncoast ~~additional~~Exchange ~~websites~~Shares”). ~~Our~~The ~~additional~~parties ~~daily~~contemplated ~~deal~~that ~~domains,~~such ~~which include dailyflops.com,~~exchange ~~dailylids.com,~~would ~~dailytote.com~~result ~~and~~in ~~dailysneaks.com,~~Suncoast ~~have~~becoming ~~“splash pages” with advertisements on them and~~ a ~~link~~wholly-owned ~~back~~subsidiary toof ~~our~~the ~~websites,~~Company ~~dailyshades.com~~ and ~~dailychrono.com.~~the AShareholder ~~“splash page”~~acquiring is a ~~simple~~controlling ~~one~~interest in ~~page~~the ~~website~~Company ~~that~~(the ~~requires~~“Suncoast ~~minimal~~Exchange ~~development output and expenditures but that will allow us additional exposure on the internet~~Transaction”).

~~As we~~On ~~stated~~November ~~above~~27, we2012, ~~are~~the ~~currently~~Company ~~generating~~entered ~~nominal~~into ~~revenues~~an ~~from~~agreement with ~~our~~the ~~business~~Suncoast ~~operations~~Shareholder, ~~and~~effective ~~have~~as ~~reduced~~of ~~our~~September ~~cost~~11, 2012 (the “Suncoast Effective Time”), pursuant to ~~minimal~~which ~~amounts.~~the ~~Under~~parties ~~our~~agreed ~~current~~that ~~business~~the ~~plan,~~Suncoast weShareholder ~~intend~~failed to ~~invest~~relinquish acontrol ~~substantial~~of ~~portion~~Suncoast ofto ~~our~~the ~~revenues~~Company inand ~~our~~that ~~marketing~~the ~~efforts.~~Suncoast ~~However,~~Exchange ~~because~~Transaction wewas ~~have~~never ~~limited~~effectively ~~revenues~~consummated. Accordingly, wethe ~~are~~Suncoast ~~currently~~Shareholder ~~spending~~returned ~~very~~the ~~little~~Suncoast onExchange ~~our~~Shares to ~~marketing efforts. To~~ the ~~extent~~Company ~~that our~~on ~~revenues~~November ~~increase~~27, 2012 and ~~provide~~ the ~~needed~~parties ~~financing~~agreed tothat ~~spend~~the ~~money~~Suncoast onShares ~~marketing,~~have ~~the~~remained ~~intended~~under ~~allocation~~the ownership of ~~our~~the ~~financial resources~~Suncoast ~~will~~Shareholder besince asthe ~~follows:~~Suncoast Effective Time.

Expenditure Item	Percent of Total Expenditures
Advertising	30%
Social media/blogging	20%
SEO development	15%
Inventory	10%
Website maintenance/enhancement	10%
General working capital	15%

New Business

~~Advertising,~~As ~~social~~stated ~~media~~above, ~~and~~Shades ~~search~~of ~~engine~~Fragrances, ~~optimization~~Inc. (“~~SEO~~SOF”) ~~services.~~is Ina ~~order~~fragrance ~~for~~branding ~~our~~company ~~business model to be successful, we must acquire, convert~~ and retain customers. In order to acquire customers, we must increase the traffic to our website. As such, our highest priority will be to increase our marketing/advertising expenses. We utilize various channels to market our products, including click-through based advertising on shopping comparison engines, targeted e-mails, display and banner advertisements on high-traffic portals, social networking via major social media sites, and onsite promotions on our websites. If we are able to obtain the necessary capital, we intend to increase the ads we purchase from internet search engine providers like Google and Yahoo!. While we believe that repetitive ads on the internet are a ~~highly~~wholly ~~effective~~owned ~~marketing tool, the costs associated with~~subsidiary ~~these advertisements are high. Using Google Ad Words, we can create advertisements and choose keywords, which are words or phrases related to our business. When people search on Google using one~~ of ~~our keywords, our ad may appear next to~~ the ~~search~~Company ~~results. This~~which ~~allows~~owns ~~us to advertise to an audience that is already interested in~~ the ~~products~~federal weregistered ~~provide.~~trademark ~~Using~~(Registration ~~this form of advertising, we can establish spending limits and we are generally only charged if someone clicks our ad, not just when our ad is displayed~~No. At the development stage that we are in, we do not have adequate resources to devote a substantial amount to internet advertising. When substantial funds are raised we anticipate spending approximately thirty percent (30%277316) of“Phantom” ~~our~~for ~~funds~~perfumes ~~on this type of advertising. This will consist primarily of increased advertising with Adwords on Google, Facebook Ads/Contest,~~ and ~~subscriber list contest/promotions from our website~~fragrances. ~~Our social media followers have vastly expanded over the last several quarters along with subscribers to our website.~~

~~All~~In ofconnection ~~our~~with ~~social~~the ~~media~~acquisition ~~through~~the ~~Facebook~~Company ~~and~~will ~~Twitter~~become ~~is currently done by our management. We believe this is an excellent marketing tool; however, we believe it should be done by~~ a ~~professional~~luxury ~~group.~~& ~~While~~lifestyle webrand ~~have initially budgeted $10~~developer,~~000~~ ~~per~~through ~~month~~licensing ~~to pay~~agreements awith ~~professional~~emerging ~~group~~fashion todesigners ~~manage~~and ~~this~~established ~~marketing~~celebrity ~~aspect of our business~~brands, ~~the~~including ~~development stage at which we are at has caused us to forego this expense until~~ our ~~financial~~own ~~position~~proprietary ~~improves~~trademarks. WeSOF ~~intend~~applies ~~to reconstruct “fan pages” of our business on~~analytical ~~Facebook~~tools and ~~similar sites~~models, ~~each of~~ which ~~will~~have ~~cost~~been ~~approximately~~proven $2successful,~~500~~ atto aidentify ~~minimum.~~and ~~There~~leverage ~~are also monthly costs associated with~~ the ~~maintenance~~brand’s ofpowerful ~~these “fan pages~~characteristics.” ~~This campaign is our second priority after our Google Ad Words project.~~ ~~However~~Additionally, weon doJuly ~~not~~2, ~~currently~~2013 ~~have~~ the ~~capital~~Company ~~and~~appointed ~~resources~~David ~~necessary to finance this project~~H. ~~We also anticipate establishing~~ aSchwanz, ~~blog~~formerly ~~on our website. We believe this will assist us in drawing additional traffic to our website. Estimates for establishing~~ a ~~“blog”~~Vice ~~can~~President ~~vary~~of ~~depending~~Sales onat ~~the~~Elizabeth ~~amount~~Arden, ofas ~~content~~President ~~and number~~ of ~~bloggers.~~Shades WeOf ~~believe initial costs will be approximately $1~~Fragrances,~~500,~~ ~~with monthly costs related to maintenance~~Inc. ~~Finally~~, weeffective ~~also intend to reach our customers through daily “tweets”~~immediately. onDavid’s ~~Twitter.~~primary Wefocus ~~find~~will ~~this~~be isbuilding a ~~valuable~~sales ~~tool~~team to ~~remind~~lead ~~customers~~the initiatives toof ~~visit~~the ~~our website for our “daily deal~~company.”

~~Our search~~The ~~engine~~Company’s ~~optimization~~core ~~(SEO)~~business ~~work~~strategy philosophy is ~~the~~based ~~next~~on ~~marketing~~the ~~aspect~~three weE’s ~~plan~~of oncreating ~~expanding~~a ~~when~~profitable webrand, ~~are~~“Engage, ~~financially~~Establish, ~~able~~and Execute”. WeThe ~~have~~core fundamental ~~retained~~of anSOF ~~outside~~strategy ~~marketing~~is ~~firm~~ to ~~assist~~provide usindividual inattention ~~enhancing~~to ~~and~~each ~~developing~~of ~~our~~the ~~website~~company’s brands and toproducts ~~assist~~within usthese ~~with SEO~~brands. ~~SEO is the~~This ~~practice~~allows ofSOF ~~maximizing~~to bring the ~~volume~~highest or quality ofproduct ~~traffic~~ to athe ~~from~~consumer ~~such~~and aswithin ~~Google~~the orpreference ~~Yahoo!~~of ~~via~~the ~~"natural"~~target ~~or un-paid search results~~market. ~~Our~~With ~~efforts in~~ this ~~area~~Company philosophy, ~~have~~the ~~been~~Company ~~limited~~encourages ~~due~~development toand ~~our~~growth ~~limited~~of ~~budget.~~new ~~However,~~and ~~with~~existing ~~proper funding~~brands, ~~this~~as ~~aspect of~~well ~~our~~as ~~marketing~~maximizing ~~campaign would be vastly expanded to increase our ranking in searches~~profitability.

~~Acquisition of~~Results ~~inventory. With the expansion~~ of our marketing campaign, we anticipate an increase in our sales. As such, additional inventory channels would need to be found. While our current business model does not require that we maintain high inventory levels, as our business grows, we may need to acquire and hold inventory. Many wholesalers require that we place certain minimum orders for inventory, which we are currently unable to do because the minimum orders exceed our current budget. If our inventory demands reach a certain level, we might need to find warehouse space. The determination of size and cost at this point would be unknown. However, we do not believe we will require warehouse space until the second or third quarter of 2012, at the earliest. As of June 30, 2012, we currently retain very minimal inventory of approximately $3,104.Operations

~~Website maintenance~~Three ~~and~~Months ~~enhancement.~~Ended ~~Due~~September ~~to our existing budget constraints~~30, we2012 ~~do a minimum amount of maintenance~~ and updating to our website. If our marketing campaign is successful and additional traffic is directed to our website, we will need to spend additional money on maintaining and enhancing our website to remain competitive. Recently most of this budget has gone to building the new dailychrono.com website. This site will also display the daily deal for dailyshades.com. Additional updates are being done on dailyshades.com such as links to dailychrono.com, updating the shopping cart, and other minor cosmetic improvements.2011

~~General working~~Revenues ~~capital~~– ~~needs.~~We Ifpreviously ~~we are successful in establishing~~ derived our ~~sunglass~~revenues ~~segment,~~from wethe ~~will~~sale ~~likely~~of ~~rollout~~tangible ~~additional~~products ~~“daily deal”~~primarily ~~sites for other clothing accessories such as hats shoes and other similar items~~sunglasses. We ~~have~~Our ~~acquired~~consolidated ~~the~~product ~~website domain~~sales ~~names~~ of ,sunglasses ,were ,$142 , and ~~. We launched our website dailychrono.com,~~ a$704 ~~website~~for ~~devoted to watches, in~~ the ~~third~~three ~~quarter~~months ofended ~~2011.~~September ~~Other than the launch of dailychrono.com~~30, we ~~do not anticipate expanding our business until the fourth quarter of~~ 2012. ~~As we expand, we will focus on those markets that we believe have the greatest sales potential~~ and ~~the~~2011 ~~least competition~~respectively. ~~The advertising/marketing campaign for these new segments would be substantially similar to those used for our sunglasses segment.~~

~~As our~~Cost ~~business~~of ~~grows,~~Product weSales ~~also~~– ~~will~~Our ~~need~~cost toof ~~hire additional employees. We currently only have two employees, Sean Lyons, who is our~~product ~~Principal~~sales ~~Executive~~were ~~Officer,~~$19 and ~~Jesus~~$335 ~~Diaz,~~for ~~our~~the ~~Principal~~three ~~Accounting~~months ~~Officer.~~ended IfSeptember ~~our sales increase~~30, we2012 ~~will~~and ~~need~~2011 torespectively ~~hire additional people to accommodate that increase~~. ~~However,~~Our ~~that~~cost ~~was~~of ~~not~~product ~~anticipated~~sales tois ~~happen~~a ~~until~~direct ~~the~~result ~~fourth quarter~~ of ~~2011,~~our ~~but now due to capital restraints and limited~~ sales ~~will be delayed until at least early 2013~~activity. ~~We believe~~Costs ~~our~~of ~~initial~~products ~~personnel~~sold ~~needs~~included ~~will~~unexpected beemergency inshipping ~~website~~costs ~~maintenance, sales/customer service~~ and aproduct ~~general~~pricing ~~operations manager~~costs.

Selling General and Administrative Expenses – Operating expenses consisted of advertising expense, accounting and professional expenses, compensation costs, amortization and general administrative expenses. Our analysis of the material components of changes in operating expenses are as follows:

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Advertising and Promotion – Advertising and promotion expense were $20 and $50 for the three months ended September 30, 2012 and 2011 respectively. Due to limited operating activity our advertising expense was set at minimum levels. Much of our advertising was done by management through social media sites such as Facebook.

Accounting and Professional Expense – Accounting and consulting professional expenses (including expenses associated with our filings with the regulatory agencies) were $83,679 and $9,337 for the three months ended September 30, 2012 and 2011 respectively. These costs include fees relating to professional consulting for information technology services and accounting services and external audit related expenses. Our fees for these services will continue as these services support our operations.

Compensation Costs – Compensation related costs consist of salaries and payroll taxes. These costs were $9,454 and $9,837 for the three months ended September 30, 2012 and 2011 respectively. Our compensation costs are for our Chief Executive Officer. Our Chief Executive Officer Sean Lyons forgave his accrued salary.

Amortization – Our amortization of intangible assets was $250 and $250 for the three months ended September 30, 2012 and 2011. The expense is related to the amortization of our website over its useful life.

Other General and Administrative – These costs and expenses include general office expenses. Our general and administrative costs were $462 and $60 for the three months ended September 30, 2012 and 2011, respectively. These costs reflect normal operating expenses and other administrative expenses, including, without limitation, travel and entertainment expenses.

Net Loss – We have reported net loss of $95,568 and $19,165 during the three months ended September 30, 2012 and 2011 respectively. This net loss is a result of the items discussed in the preceding discussion.

Nine Months Ended September 30, 2012 and 2011

Revenues – We previously derived our revenues from the sale of tangible products primarily sunglasses. Our consolidated product sales of sunglasses were $1,583 and $1,755 for the nine months ended September 30, 2012 and 2011 respectively.

Cost of Product Sales – Our cost of product sales were $608 and $1,020 for the nine months ended September 30, 2012 and 2011 respectively. Our cost of product sales is a direct result of our sales activity. Costs of products sold included unexpected emergency shipping costs and product pricing costs.

Advertising and Promotion – Advertising and promotion expense were $170 and $521 for the nine months ended September 30, 2012 and 2011 respectively. Due to limited operating activity our advertising expense is set at minimum levels. Much of our advertising is done by management through social media sites such as Facebook.

Accounting and Professional Expense – Accounting and consulting professional expenses (including expenses associated with our filings with the regulatory agencies) were $109,672 and $38,391 for the nine months ended September 30, 2012and 2011 respectively. These costs include fees relating to professional consulting for information technology services and accounting services and external audit related expenses. Our fees for these services will continue as these services support our operations.

Compensation Costs – Compensation related costs consist of salaries and payroll taxes. These costs were $12,783 and $29,543 for the nine months ended September 30, 2012 and 2011 respectively. Our compensation costs are for our Chief Executive Officer. Our Chief Executive Officer Sean Lyons forgave his accrued salary.

Amortization – Our amortization of intangible assets was $750 and $750 for the nine months ended September 30, 2012 and 2011 respectively. The expense is related to the amortization of our website over its useful life.

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Other General and Administrative – These costs and expenses include general office expenses. Our general and administrative costs were $2,123 and $330 for the nine months ended September 30, 2012 and 2011 respectively. These costs reflect normal operating expenses and other administrative expenses, including, without limitation, travel and entertainment expenses.

Net Loss – We have reported net loss of $126,349 and $68,800 during the nine months ended September 30, 2012 and 2011 respectively. This net loss is a result of the items discussed in the preceding discussion.

Liquidity and Capital Resources

The preparation of financial statements in accordance with generally accepted accounting principles contemplates that operations will be sustained for a reasonable period. However, we have incurred operating losses of $30126,~~781~~349 during the ~~six~~nine months ended ~~June~~September 30, 2012 and $~~286~~382,~~573~~141 from inception (November 23, 2009) through ~~June~~September 30, 2012. In addition, we used cash of $1374,~~777~~013 in support of our operating activities during the ~~six~~ nine months ended ~~June~~September 30, 2012. As of ~~June~~September 30, 2012, we had cash on hand of $~~6,238~~328 and a working capital deficit of $(65119,~~680~~958). A substantial portion of our working capital is used for accounts payable which is related to professional services consisting mostly of legal and accounting. Since our inception, we have been substantially dependent upon funds raised through the sales of our stock in private placements to sustain our operating activities. Our operating plan will require substantially all available liquid resources and additional financing sources, which we may not be able to achieve, to continue our business operations. These conditions raise substantial doubt about our ability to continue as a going.

We ~~sold~~ issued 95,000 shares of our common stock under our Registration Statement on Form S-1 (File No. 333-168139) at $0.25 per share for total proceeds to the Company of $23,750. The Registration Statement was declared effective by the SEC on October 25, 2010 and the Company closed the offering on ~~June~~September 7, 2011. We had hoped to sell additional shares under the Registration Statement, however there was not sufficient demand for our shares in the market. Since we did not raise sufficient capital under the Registration Statement to sustain our current minimal operations and implement our business plan, we may seek advances from our existing shareholders to meet our existing working capital needs. In addition, we may seek debt financing or short term loans. However, further funding is not assured for the Company to continue as a going concern and, ultimately, we need to generate profitable operations to sustain our business activities. We cannot give any assurances regarding the success of management’s plans. Our consolidated financial statements do not include adjustments relating to the recoverability of recorded assets or liabilities that might be necessary should we be unable to continue as a going concern. If we do not secure at least $~~200~~250,000 we may not be able to continue our current minimal operations beyond the next twelve months and our business plan will fail.

~~Furthermore, with~~Cash ~~numerous~~Flow ~~recent~~from ~~developments,~~Operating ~~including~~Activities ~~the implementation of XBRL formatting for all filers, including smaller reporting~~– ~~companies,~~We ~~the~~used ~~administrative~~cash ~~costs~~of ~~associated with being a public company continue to increase. If we cannot generate profitable operations to sustain our current business activities~~$74,013 in ~~order to protect~~ our ~~existing stockholders, we may seek to identify a privately-held~~ operating ~~company~~activities ~~that~~during ~~desires to become a public company by combining with us via reverse merger or some other form of transaction. If we decide to explore this alternative,~~ the ~~Company~~nine ~~will~~months ~~seek~~ended aSeptember ~~target that demonstrates potential long-term growth~~30, ~~rather~~2012 ~~than short-term earnings. The Company has not entered into a definitive agreement with any party concerning an acquisition or merger. Sean Lyons, our Chief Executive Officer~~ and ~~director~~$32,935 ~~will~~during bethe ~~primarily responsible~~nine ~~for~~months ~~identifying~~ended ~~acquisition~~September ~~opportunities. However~~30, ~~we believe that prospects also may come to our attention from a variety of sources, including professional advisors such as attorneys and accountants, securities broker-dealers and venture capitalists~~2011. ~~We may seek to identify a privately-held operating company that desires to become a public company by combining with us via reverse merger or some other form of transaction.~~

~~Cash balances amounted to $6,238 as of June 30, 2012 compared to $6,873 at June 30, 2011.~~ We ~~have~~recorded a ~~working~~net ~~capital~~loss ~~deficit~~ of $65126,~~680 as~~349 ~~of June 30, 2012~~ and ~~we had a working capital deficit of~~ $1068,~~595~~800 ~~at June 30, 2011. Our working capital deficit increased as a result of our net loss~~ during the nine ~~year ended December 31, 2011 and the six~~ months ended ~~June~~September 30, 2012 and 2011.

~~Cash Flow~~Our cash from ~~Operating~~operating ~~Activities~~activities –also Weincludes ~~used~~ cash offlow provided ~~$13,777~~by changes in our operating ~~activities~~assets ~~during~~and liabilities of $687 for the ~~six~~nine months ended ~~June~~September 30, 2012 compared to cash flow provided by change in our operating assets and liabilities of $2710,~~509~~685 ~~during~~for the ~~six~~nine months ended ~~June~~September 30, 2011.

~~We recorded~~Our ainventory ~~net~~was ~~loss~~$3,104 ofat $September 30,~~781~~ ~~and~~2012 compared to $493,~~636~~145 ~~during~~at ~~the~~September ~~six months ended June~~ 30, ~~2012 and~~ 2011.

~~Our cash~~Accounts ~~from~~payable ~~operating~~and ~~activities~~accrued ~~also~~expenses ~~includes~~were ~~cash~~$44,064 ~~flow~~at ~~provided~~September 30, by2012, ~~changes~~an inincrease ~~our operating assets and liabilities~~ of $1610,~~504 for~~505 ~~the~~from ~~six~~$33,559 ~~months~~at ~~ended~~September ~~June~~ 30, ~~2012~~2011. ~~compared~~This touse ~~cash~~of ~~flow~~funds ~~provided~~is bydue ~~change~~to inthe ~~our~~timing ~~operating~~of ~~assets~~payments ~~and~~for ~~liabilities of $4,434~~services ~~for~~accrued ~~the~~at ~~six~~December ~~months ended June 30~~31, 2011.

~~Our inventory~~Cash ~~was~~Flow ~~$3,104~~from atInvesting ~~June~~Activities ~~30,~~– We ~~2012~~used ~~compared to~~ $~~2,961~~0 atcash ~~June~~and 30$1,500 ~~2011.~~in Weour ~~made~~investing ~~inventory~~activities ~~purchases~~during tothe ~~take~~three ~~advantage~~months ofended ~~favorable pricing~~September ~~for~~30, ~~these~~2012 ~~purchases~~and 2011.

Accounts payable and accrued expenses were $50,022 at June 30, 2012, an increase of $45,584 from $4,438 at June 30, 2011. This use of funds is due to the timing of payments for services accrued at December 31, 2011.

Cash Flow from Investing Activities – We used $0 cash and $1,500 in our investing activities during the three months ended June 30, 2012 and 2011.

We have no commitments for the purchase of property and equipment or other long lived assets.

-20-

Cash Flow from Financing Activities –We have been substantially dependent on these types of financings since inception.

~~We had~~In ~~5,102,222~~March ~~shares~~ of ~~our~~2012 ~~common~~we ~~stock~~issued ~~available~~an ~~for~~additional ~~sale~~$1,000 short term promissory note to the ~~public~~same ~~with~~fund ~~the~~that ~~completion~~issued ofa ~~our~~$6,000 ~~registration~~note. ~~statement~~In ~~which became~~April ~~effective~~of ~~October~~2012 ~~25,~~the ~~2010.~~previous Anotes ~~total~~along ofwith ~~1,102,222~~a ofnew ~~these~~note ~~shares~~for $18,000 were ~~offered~~combined byinto ~~our~~one ~~selling~~note ~~shareholders~~totaling $25,000 with noa ~~proceeds to~~one ~~the~~year ~~benefit~~term. ofThat ~~the~~fund ~~Company~~is ~~from~~managed ~~the~~by ~~sales~~our offormer ~~these~~Chief ~~shares~~Executive Officer, Sean Lyons. The ~~proceeds~~notes ~~from~~accrued ~~the~~interest ~~sale~~at oftwelve ~~the~~percent ~~remaining~~per ~~4,000,000~~annum ~~shares,~~for ~~if any~~one ~~shares~~year ~~were~~with ~~sold,~~a ~~would~~default ~~have~~clause ~~been~~of ~~proceeds~~an toadditional ~~the~~$3,000 ~~benefit~~added to ~~of the Company~~principal. The ~~Company~~note ~~closed~~is ~~this~~secured ~~offering~~by oninventory ~~June~~and 7,domains ~~2011. The~~owned by the Company. ~~sold~~On 95June 24,~~000~~ ~~shares~~2013 in the ~~offering~~note ~~for~~to ~~total~~was ~~proceeds~~paid in the amount of $2328,~~750~~968.

InAdditionally, on September ~~November~~11, ~~2011~~2012, wethe ~~took~~Company ~~out~~issued a ~~short~~8% ~~term~~ note ~~from~~in athe ~~fund~~principal ~~for~~amount ~~$6,000. In March~~ of ~~2012 we took another~~ $132,~~000~~500 ~~for~~to ~~the~~an ~~same~~investment fund. In ~~April~~The ofnote ~~2012~~can ~~the~~be ~~previous~~converted ~~notes~~into common ~~along~~stock ~~with~~ a ~~new~~discount ~~note~~to ~~for~~the ~~$18,000~~market ~~were~~price ~~combined~~of ~~into~~the ~~one~~common ~~note~~stock. ~~totaling~~The ~~$25,000~~Company ~~with~~also aissued ~~one year~~to ~~term.~~two ~~That~~related ~~fund~~parties iswhich ~~managed~~were bystockholder of ~~our~~the ~~CEO~~Company ~~Sean~~8% ~~Lyons.~~notes ~~Terms~~each ofin the ~~note~~principal ~~were~~amount ~~twelve~~$10,000 ~~percent~~convertible ~~per~~into ~~annum~~common ~~for~~stock ~~one~~at ~~year~~a ~~with~~discount ato ~~default clause~~the market price of the ancommon ~~additional~~stock. ~~$3,000~~On ~~added~~June to24, ~~principal.~~2013 ~~The~~the note isissued ~~secured~~to the byinvestment ~~inventory~~fund ~~and~~was ~~domains~~paid ~~owned~~in byfull ~~the~~with ~~Company~~cash.

Results of Operations

Three Months Ended June 30, 2012 and 2011

Revenues – We derive our revenues from the sale of tangible products primarily sunglasses. Our consolidated product sales of sunglasses and watches were $669 and $355 for the three months ended June 30, 2012 and 2011. Our revenues are limited and will continue to be limited until we can fully implement our business plan.

Cost of Product Sales – Our cost of product sales were $327 and $243 for the three months ended June 30, 2012 and 2011. Our cost of product sales is a direct result of our sales activity. Costs of products sold included unexpected emergency shipping costs and product pricing costs.

Selling General and Administrative Expenses – Operating expenses consist of advertising expense, accounting and professional expenses, compensation costs and general, amortization and administrative expenses. Our analysis of the material components of changes in operating expenses are as follows:

Advertising and Promotion – Advertising and promotion expense were $55 and $355 for the three months ended June 30, 2012 and 2011. Due to limited operating activity our advertising expense is set at minimum levels. Much of our advertising is done by management through social media sites such as Facebook and sites that offer small advertising campaigns for minimal cost.

Accounting and Professional Expense – Accounting and consulting professional expenses (including expenses associated with our filings with the regulatory agencies) were $22,985 and $17,478 for the three months ended June 30, 2012 and 2011. This increase resulted from additional filling fees such as XBRL tagging. These costs include fees relating to professional consulting for information technology services and accounting services and external audit related expenses. Our fees for these services will continue as these services support our operations.

Compensation Costs – Compensation related costs consist of salaries and payroll taxes. These costs were $1,664 and $9,976 for the three months ended June 30, 2012 and 2011. This reduction occurred due to officers and directors freezing stock compensation until further notice. Our compensation costs are for our Principal Executive Officer and Chief Financial Officer.

Amortization – Our amortization of intangible assets was $250 and $250 for the three months ended June 30, 2012 and 2011. The expense is related to the amortization of our website over its useful life.

Other General and Administrative – These costs and expenses include general office expenses. Our general and administrative costs were $1,123 and $116 for the three months ended June 30, 2012 and 2011. These costs reflect normal operating expenses and other administrative expenses, including, without limitation, travel and entertainment expenses.

Net Loss – We have reported net loss of $25,735 and $28,063 during the three months ended June 30, 2012 and 2011. This net loss is a result of the items discussed in the preceding discussion.

Six Months Ended June 30, 2012 and 2011

Revenues – We derive our revenues from the sale of tangible products primarily sunglasses. Our consolidated product sales of sunglasses were $1,440 and $1,050 for the six months ended June 30, 2012 and 2011. Our revenues are limited and will continue to be limited until we can fully implement our business plan.

Cost of Product Sales – Our cost of product sales were $589 and $684 for the six months ended June 30, 2012 and 2011. Our cost of product sales is a direct result of our sales activity. Costs of products sold included unexpected emergency shipping costs and product pricing costs.

Advertising and Promotion – Advertising and promotion expense were $150 and $472 for the six months ended June 30, 2012 and 2011. Due to limited operating activity our advertising expense is set at minimum levels. Much of our advertising is done by management through social media sites such as Facebook.

Accounting and Professional Expense – Accounting and consulting professional expenses (including expenses associated with our filings with the regulatory agencies) were $25,993 and $29,053 for the six months ended June 30, 2012 and 2011. These costs include fees relating to professional consulting for information technology services and accounting services and external audit related expenses. Our fees for these services will continue as these services support our operations.

Compensation Costs – Compensation related costs consist of salaries and payroll taxes. These costs were $3,328 and $19,706 for the six months ended June 30, 2012 and 2011. Our compensation costs are for our Principal Executive Officer and Chief Financial Officer . Of this amount, stock compensation in the amount of $16,246 was given to (1) a Director and (2) our Chief Financial Officer/Director. This reduction occurred due to officers and directors freezing stock compensation until further notice.

Amortization – Our amortization of intangible assets was $500 and $500 for the six months ended June 30, 2012 and 2011. The expense is related to the amortization of our website over its useful life.

Other General and Administrative – These costs and expenses include general office expenses. Our general and administrative costs were $1,661 and $271 for the six months ended June 30, 2012 and 2011. These costs reflect normal operating expenses and other administrative expenses, including, without limitation, travel and entertainment expenses.

Net Loss – We have reported net loss of $30,781 and $49,636 during the six months ended June 30, 2012 and 2011. This net loss is a result of the items discussed in the preceding discussion.

We have experienced a recent increase in our professional costs primarily because of professional accounting and legal fees incurred in connection with the preparation and filing of our registration statement on Form S-1, along with subsequent events tied to the S-1. However, our administrative and overall general costs will continue to remain high due to our periodic filing requirements. Our costs associated with legal and accounting fees will remain higher than historical amounts because, as a reporting company, we are required to comply with the reporting requirements of the Securities and Exchange Act of 1934. This involves the preparation and filing of the quarterly and annual reports required under the Exchange Act as well as the other filing requirements found in that Act. Additionally, new cost and work will be generated now to fulfill the XBRL formatting requirements for all future filings. We will also incur additional expenses associated with the services provided by our transfer agent. In addition, to the work we are presently doing, we will need to focus our time and energy to complying with the Exchange Act. This will detract from our ability and efforts to expand our business model and future product and service offerings.

We anticipate incurring these additional expenses related to being a public company without receiving a substantial increase in revenues associated with this undertaking. Therefore, these additional expenses will not be offset by an increase in revenue. There is currently no public market for our common stock. We will need to compensate for these additional costs associated with becoming a public company by revenues generated from our products or from the public or private sale of or equity securities, the procurement of advances from our majority shareholder, debt financing or short-term loans, or a combination of the foregoing. As discussed elsewhere in this report, we currently do not have any financing commitments (binding or non-binding) and we cannot give you any assurance that we will be able to secure the additional cash or working capital we may require to continue our operations and meet these increased costs.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. For a description of those estimates, see Note 3, Summary of Significant Accounting Policies, contained in the explanatory notes to our financial statements for the period ended ~~June 30~~September, 2012 and ~~June~~September 30, 2011. On an on-going basis, we evaluate our estimates, including those related to deferred tax assets and valuation allowance, impairment of long-lived assets and fair value of our financial instruments and equity instruments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

While all of our accounting policies impact the consolidated financial statements, certain policies are viewed to be critical. Critical accounting policies are those that are both most important to the portrayal of our financial condition and results of operations and that require management’s most subjective or complex judgments and estimates. Management believes the policies that fall within this category are the policies on revenue recognition, accounts receivable, intangible assets, investments and financial instruments.

Revenue Recognition – Revenue is recognized when ~~evidence~~a ofproperty ~~the arrangement exists, the product~~ is ~~shipped~~closed toon aor ~~customer,~~an ~~the fee~~auction ~~for the service~~ is ~~fixed~~facilitated orfor ~~determinable~~a ~~and when we have concluded that amounts are collectible from the customers~~partner. ~~Estimated amounts~~In ~~for~~this ~~sales~~quarter ~~returns~~we ~~and~~recognized ~~allowances~~revenue ~~are~~on ~~recorded at~~ the ~~time~~sale of ~~sale.~~sunglasses related ~~Shipping costs billed~~ to ~~customers~~the ~~are~~previous ~~included~~business ~~as a~~which ~~component~~was ofspun ~~product sales~~out. ~~The associated cost of shipping is included as a component of cost of product sales.~~

Accounts Receivable – Accounts receivable represent normal trade obligations from customers that are subject to normal trade collection terms, without discounts or rebates. Notwithstanding these collections, we periodically evaluate the collectability of our accounts receivable and consider the need to establish an allowance for doubtful accounts based upon our historical collection experience and specifically identifiable information about our customers.

~~Inventories – Inventories consist of retail merchandise that is in its finished form and ready for sale to end~~-~~user customers. Inventories are recorded at the lower of average cost or market. In~~21-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories are expensed as incurred and included in cost of goods sold. Our inventories are acquired and carried for retail sale and, accordingly, the carrying value is susceptible to, among other things, market trends and conditions and overall customer demand.

Inventories – Inventories consist of properties that are in transition to be sold either through auction or typical real estate transactions.

Impairments – The Company’s management evaluates its tangible and definite-lived intangible assets for impairment under Accounting Standards Codification 350 (Intangible Assets) and Accounting Standards Codification 360 (Impairment and Disposals). Our evaluation is a two step process. The first step is to compare our undiscounted cash flows, as projected over the remaining useful lives of the assets, to their respective carrying values. In the event that the carrying values are not recovered by future undiscounted cash flows, as a second step, we compare the carrying values to the related fair values and, if lower, record an impairment adjustment. For purposes of fair value, we generally use replacement costs for tangible fixed assets and discounted cash flows, using risk-adjusted discount rates, for intangible assets.

Financial Instruments – Our financial instruments consist of cash and cash equivalents, inventory, accounts payable and accrued expense. We carry cash and cash equivalents, inventory, accounts payable and accrued expense at historical costs; their respective estimated fair values approximate carrying values because of the short-term nature of these investments.

Earnings (Loss) Per Share - The Company uses the guidance set forth under FASB Topic Accounting Standards Codification 260 (Earnings Per Share) for calculating the basic and diluted loss per share. Basic loss per share is computed by dividing loss by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if they would be anti-dilutive. The Company has no potentially dilutive securities for the period ended ~~June~~September 30, 2012 and ~~June~~September 30, 2011.

Share-Based Compensation – We apply the grant-date fair value method to our share-based payment arrangements with employees under the rules provided in Accounting Standards Codification 718 (Accounting for Share-Based Payments) and Staff Accounting Bulletin 107. Share-based compensation cost for employees is measured at the grant date fair value based on the value of the award and is recognized over the requisite service period, which is usually the vesting period for employees. For share-based payment transactions with parties other than employees, we apply Accounting Standards Codification 505-50 (Equity Based Payments to Non-Employees). These non-employee services are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for valuing share-based payments made to non-employees is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached or the date at which the counterparty’s performance is complete. Share-based payments to non-employees are recorded at fair value on the measurement date and reflected in expense over the requisite service period.

Recent Accounting Pronouncements

Recent accounting pronouncements - In May 2011, the FASB issued an update that amends the guidance provided in ASC Topic 820, Fair Value Measurement, by clarifying some existing concepts, eliminating wording differences between GAAP and International Financial Reporting Standards (“IFRS”), and in some limited cases, changing some principles to achieve convergence between GAAP and IFRS. The update results in a consistent definition of fair value, establishes common requirements for the measurement of and disclosure about fair value between GAAP and IFRS, and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update became effective in the first quarter of fiscal 2012. We did not have a material impact on our consolidated financial statements from this adoption of this update.

~~Item 3. Quantitative and Qualitative Disclosure about Market Risk~~ -22-

~~Not~~ITEM 3 Quantitative ~~applicable~~and toQualitative ~~smaller~~Disclosures ~~reporting~~About ~~companies.~~Market Risk

~~Item 4.~~Not ~~Controls and Procedures~~applicable.

ITEM 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~An evaluation~~We ~~was~~ conducted an evaluation, with the participation of our Chief ~~Principal~~ Executive Officer, ~~and~~who ~~Principal~~is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (or the “Exchange Act”), as of ~~June~~September 30, 2012. ~~This evaluation was~~ to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission's rules and forms~~. In addition~~, ~~the~~ ~~evaluation’s~~including ~~goal was~~ to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our ~~Principal~~principal ~~Executive~~ executive and ~~Principal~~principal ~~Financial Officers~~financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our ~~Principal~~Chief Executive ~~Officer~~ ~~and Principal Financial~~ Officer ~~have~~has concluded that as of ~~June~~September 30, 2012, our disclosure controls and procedures were not effective ~~due~~at to the ~~material~~reasonable ~~weaknesses~~assurance ~~described below~~level.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5) or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following four material weaknesses which have caused management to conclude that, as of ~~June~~September 30, 2012, our disclosure controls and procedures were not effective:

Deficiencies pertaining to a lack of human resources within our finance and accounting functions: We currently only have two employees. The lack of appropriately skilled personnel and less effective monitoring activities could result in material misstatements to financial statements not being detected in a timely manner.

Deficiencies pertaining to the lack of controls or ineffectively designed controls: Our control design analysis and process walk-throughs disclosed a number of instances where review approvals were undocumented, where established policies and procedures were not defined, and controls were not in place.

Deficiencies related to information technology control design and operating effectiveness weaknesses: This material weakness resulted from the absence of key formalized information technology policies and procedures and could result in (1) unauthorized system access, (2) application changes being implemented without adequate reliability testing, (3) inconsistent investigation of system errors and the absence of timely or properly considered remedial actions, and (4) over reliance on spreadsheet applications without quality control assurances. These factors could lead to material errors and misstatements to financial statements occurring without timely detection.

Deficiencies related to failures in operating effectiveness of the internal control over financial reporting: Our procedures relating to operating effectiveness, including monitoring activities, of financial reporting internal controls continue to be ineffective. When an assessment was done to confirm the effectiveness of the internal control over financial reporting, controls were not operating effectively. We need to remediate our material weakness in internal control.

~~Management’s Report on Internal Control over Financial Reporting~~-23-

.Changes in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Under the supervision and with the participation of our management, including our chief executive officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using framework similar to criteria referenced in the initial steps of the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a significant deficiency (as defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2), or a combination of significant deficiencies, that results in reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of the Company’s internal controls over financial reporting, management determined that there were control deficiencies that constituted material weaknesses, as described below.

* We have noted that there may be an insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

* We do not have an audit committee or an independent audit committee financial expert. While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the managements view that to have audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over the Company's financial statements. Currently, the Board does not have sufficient independent directors to form such an audit committee. Also, the Board of Directors does not have an independent director with sufficient financial expertise to serve as an independent financial expert.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

Remediation Efforts to Address Deficiencies in Internal Control Over Financial Reporting

As a result of the findings from the investigation and a company-led accounting review, management intends to take practical, cost-effective steps in implementing internal controls, when the financial operation of the company allows, including the following remedial measures:

*Interviewing and potentially hiring outside consultants that are experts in designing internal controls over financial reporting based on criteria established in Internal Control-Integrated Framework issued by COSO.

*Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. The Board of Directors to consider nominating an audit committee and audit committee financial expert, which may or may not consist of independent members.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during its last fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II – OTHER INFORMATION

~~Item~~ ITEM 1. Legal Proceedings ~~- None.~~

~~Item 2~~None. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

WeITEM ~~have no~~1A ~~recent~~Risk ~~sales of unregistered securities.~~Factors

~~Use~~There ofare no material changes to the risk factors in our ~~Proceeds~~most ~~From~~recent ~~Sales~~Annual ofReport ~~Registered~~on ~~Securities~~Form 10-K, except as set forth in our Current Reports on Form 8-K, filed with the SEC on September 10, 2012 and July 1, 2013

~~Our Registration~~ITEM ~~Statement~~2 onUnregistered ~~Form~~Sales ~~S-1 (File No. 333-168139), related to our initial public offering, was declared effective by the SEC on October 25, 2010. A total~~ of ~~4,000,000~~Equity ~~shares~~Securities ofand ~~common~~Use ~~stock were registered with the SEC to be sold by the Company with an aggregate offering price~~ of $1,000,000 for the Company if all shares are sold. The Company sold 95,000 shares of its common stock at $0.25 per share, for total proceeds to the Company of $23,750. The Company used the proceeds for general operating expenses. The Company terminated the Registration Statement on June 7, 2011.Proceeds

~~Item~~On September 11, 2012, the Company issued an aggregate of 1,333,334 ~~3. Defaults~~shares ~~Upon~~of ~~Senior~~common ~~Securities~~stock -to ~~None~~a third party in consideration for certain legal fees.

~~Item~~On September 11, 2012, the Company issued an aggregate of 75,000 ~~4. Other~~shares ~~Information~~of –common ~~None~~stock to third party in consideration for certain consulting services.

~~Item~~On September 11, 2012, the Company issued a 8% note in the principal 6amount of $32,500 to an investment fund. ~~Exhibits~~ The note is convertible into common stock at a discount to the market price of the common stock. The Company also issued to two related parties which were stockholders of the Company 8% notes for $10,000 each at which are convertible into common stock at a discount to the market price of the common stock. On June 24, 2013 the note was paid in full.

Exhibit No.	Description
3.01*	Articles of Incorporation of Shades Holdings, Inc.
3.02*	Bylaws of Shades Holdings, Inc.
10.01**	Final Note.
31.01**	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 15, 2012.
31.02**	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 15, 2012.
32.01**	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 15, 2012.
32.02**	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 15, 2012.

The above referenced securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of these shares was exempted from registration pursuant to Section 4(a)(2) of the Securities Act.

~~101.1*** Interactive Data~~ITEM ~~Files~~3 Defaults Upon Senior Securities

* Previously filed as an exhibit to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission dated July 16, 2010None.

** FiledITEM ~~herewith~~4 Mine Safety Disclosures .

*** PursuantNot to Rule 406T of Regulation S-T, these Interactive Data Files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to the liability under these sectionsapplicable.

~~SIGNATURE~~ITEM 5 Other Information

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~None.

~~SHADES HOLDINGS, INC.~~-24-

~~By: /s/~~ITEM ~~Sean~~6 ~~M. Lyons~~ Exhibits

Sean M. Lyons, Principal Executive Officer

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

32.1		Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101**		The following materials from Shades Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Cash Flow, (iii) the Consolidated Balance Sheets, and (iv) Notes to Consolidated Financial Statements tagged as blocks of text.

By: /s/ Jesus Diaz

EX-101.INS		XBRL INSTANCE DOCUMENT

EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE

EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

~~Jesus~~** In ~~Diaz~~accordance with Rule 406T of Regulation S-T, ~~Principal~~the ~~Financial~~XBRL ~~Officer~~related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and ~~Principal~~shall ~~Accounting~~not ~~Officer~~be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

~~Dated: August 14, 2012~~-25-

~~EXHIBIT 31.01~~ SIGNATURES

~~CERTIFICATION~~Pursuant to the requirements of the ~~PURSUANT~~Securities TOExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SECTION 302 OF

	Shades Holdings, Inc.

Dated: September 6, 2013	By:	/s/ Lucien Lallouz
		Lucien Lallouz
		Its: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

THE SARBANES-OXLEY ACT OF 2002

I, Sean M. Lyons, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Shades Holdings, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

(4) The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;

(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

(5) The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

August 14, 2012 /s/ Sean M. Lyons

Sean M. Lyons

Principal Executive Officer

EXHIBIT 31.02

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jesus Diaz, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Shades Holdings, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

August 14, 2012 /s/ Jesus Diaz

Jesus Diaz

Principal Financial Officer and Principal Accounting Officer

EXHIBIT 32.01

SHADES HOLDINGS, INC.

CERTIFICATION PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b) OF THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q for the quarter ended June 30, 2012of Shades Holdings, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sean M. Lyons, Principal Executive Officer of the Company, certify pursuant to Rule 13a-14(b) or 15d-14(b) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Sean M. Lyons

Sean M. Lyons

Principal Executive Officer

August 14, 2012

EXHIBIT 32.02

SHADES HOLDINGS, INC.

CERTIFICATION PURSUANT TO RULE 13a-14(b) OR RULE 15d-14(b) OF THE

SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q for the quarter ended June 30, 2012of Shades Holdings, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jesus Diaz, Principal Financial Officer of the Company, certify pursuant to Rule 13a-14(b) or 15d-14(b) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Jesus Diaz

Jesus Diaz

Principal Financial Officer and Principal Accounting Officer

August 14, 2012

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