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

~~SECURITIES AND EXCHANGE COMMISSION~~_________________

~~Washington,~~FORM ~~D.C. 20549~~10-Q

~~Form 10-Q~~_________________

~~(Mark~~þ QUARTERLY ~~One~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~x QUARTERLY~~For ~~REPORT~~the ~~PURSUANT~~quarterly TOperiod ~~SECTION~~ended: March 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~2013

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

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

For the transition period from: ~~_______________~~______ to ~~_______________.~~______

~~Commission file number: 000-54156~~_________________

Shades 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

Florida	000-54156	27-1368114
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

~~Indicate by~~2875 ~~check~~NE ~~mark~~191 ~~whether~~Street, ~~the~~Suite ~~registrant~~511, ~~(1)~~Aventura, FL ~~has~~33810 ~~filed all reports required to be filed by Section 13 or 15~~(d)Address of ~~the~~Principal ~~Securities~~Executive ~~Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~Offices)~~, and~~ (2)Zip ~~has been subject to such filing requirements for the past 90 days. Yes o No x~~Code)

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~~813) ~~during the preceding 12 months~~ 454-0130 (orRegistrant’s ~~for~~telephone ~~such~~number, ~~shorter~~including ~~period~~area ~~that the registrant was required to submit and post such files~~code)~~. Yes x No.~~

~~Indicate by check mark whether the registrant~~N/A is(Former aname ~~large accelerated filer, an accelerated filer,~~ or aformer ~~non-accelerated~~address ~~filer. See definition of “accelerated filer~~ and ~~large~~ ~~accelerated~~former ~~filer”~~fiscal inyear, ~~Rule~~if ~~12b-2~~changed ofsince ~~the~~last ~~Exchange Act (Check one~~report):

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

Indicate by check mark whether the registrant (Do1) ~~not~~has ~~check~~filed ifall areports ~~smaller~~required ~~reporting~~to be filed by Section 13 or 15(d) of the Securities Exchange ~~company~~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 þ No o

Indicate by check mark whether the registrant ishas asubmitted ~~shell~~electronically ~~company~~and ~~(as~~posted ~~defined~~on inits corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule ~~12b~~405 of Regulation S-2T (§232.405 of this chapter) during the preceding ~~Exchange~~12 ~~Act~~months (or for such shorter period that the registrant was required to submit and post such files). Yes o No xþ

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company þ

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

Applicable only to corporate issuers:

As of September 6, 2013, there were 43 32,~~351~~500,~~999~~000 shares of common stock, par value $0.0001, issued and outstanding.

-1-

SHADES HOLDINGS, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page
ITEM 1	Financial Statements	31-12
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1712-16
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	2316
ITEM 4	Controls and Procedures	2316-17
PART II – OTHER INFORMATION
ITEM 1	Legal Proceedings	2417
ITEM 1A	Risk Factors	2417
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	2417
ITEM 3	Defaults Upon Senior Securities	2417
ITEM 4	Mine Safety Disclosures	2417
ITEM 5	Other Information	2417
ITEM 6	Exhibits	2518

-2-

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “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.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

~~-3-~~1

Shades Holdings, Inc.

(A Development Stage Company)

Consolidated Balance Sheets

ASSETS
		September 30, 2012			December 31, 2011
		March 31, 2013			December 31, 2012
Current assets:		(unaudited)
Cash	$	~~328~~294		$	~~1,015~~542
Inventory		32,~~104~~705			3,~~145~~053
Total current assets		32,~~432~~998			43,~~160~~595
Acquisition costs		155,000			—
Websites-net		1,250			1,500
Websites-net		1,750			2,500
Total assets	$	4,248		$	5,095
Total assets	$	160,182		$	6,660
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIT
Current liabilities:
Accounts payable	$	4368,~~112~~751		$	2968,~~656~~310
Accrued expenses		952			3,903
Accrued interest		13,653			10,386
Note payable- related party		46,691			6,000
Accrued expenses		956			956
Note payable		32,635			—
Notes payable- related party		46,400			45,000
Total current liabilities		123,390			39,559
Notes payable		32,500			32,500
Stockholders' (equity):
Total current liabilities		162,260			157,151
Preferred stock, $0.01 par value;
Stockholders' deficit:
10,000,000 shares authorized, none issued or outstanding		—			—
Preferred stock, $0.01 par value; 10,000,000 shares
Common stock, $0.0001 par value:
authorized, none issued or outstanding		—			—
100,000,000 shares authorized; 43,351,999 and 23,777,000 shares
Common stock, $0.0001 par value; 100,000,000 shares
issued and outstanding, respectively		4,335			2,377
authorized; 27,852,000 and 27,852,000 shares
Additional paid in capital		414,598			220,516
issued and outstanding, respectively		2,785			2,785
Deficit accumulated during development stage		(382,141	)		(255,792	)
Additional paid in capital		261,148			261,148
Total stockholders' (equity)		36,792			(32,899	)
Deficit accumulated during development stage		(421,945	)		(415,989	)
Total liabilities and stockholders' (equity)	$	160,182		$	6,660
Total stockholders' deficit		(158,012	)		(152,056	)
Total liabilities and stockholders' deficit	$	4,248		$	5,095

See Notes to Consolidated Financial Statements

~~-4-~~2

Shades Holdings Inc.

(A Development Stage Company)

Consolidated Statements of Operations

	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
	For The Three Months Ended March 31, 2013			For The Three Months Ended March 31, 2012			For The Period From November 23, 2009 (Date of Inception) To March 31, 2013
	(unaudited)			(unaudited)			(unaudited)			~~(unaudited)~~			~~(unaudited)~~
Revenue	$	~~142~~910		$	~~704~~771		$	18,~~583~~671		$	~~1,755~~		$	~~6,788~~
Cost of goods sold		19546			~~335~~262			~~608~~4,845			~~1,020~~			~~3,792~~
Gross profit		~~123~~364			~~369~~509			~~975~~3,826			~~735~~			~~2,996~~
Accounting and professional expense		83,679			9,337			109,672			38,391			329,349
Legal and professional expense		1,085			3,008			355,581
Interest expense		1,826			—			1,826			—			1,826
Compensation expense		—			1,664			46,658
Compensation expense		9,454			9,837			12,783			29,543			46,554
Abandoned asset acquisition costs		2,707			—			2,707
Other general and administrative		462			60			2,123			330			3,880
Advertising		—			95			984
Advertising		20			50			170			521			778
Amortization		250			250			3,250
Amortization		250			250			750			750			2,750
Other general and administrative		473			538			4,400
Total selling, general and administrative		954,~~691~~515			195,~~534~~555			~~127~~413,~~324~~580			~~69,535~~			~~385,137~~
Net (loss)	$	(95,568	)	$	(19,165	)	$	(126,349	)	$	(68,800	)	$	(382,141	)
Operating loss	$	(4,151	)	$	(5,046	)	$	(409,754	)
Basic and diluted (loss) per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Other income (expense)
Weighted average shares outstanding
Interest expense	$	(1,805	)	$	—		$	(12,191	)
basic and diluted		28,129,500			23,777,000			25,227,833			23,777,000
Total other income (expense)	$	(1,805	)	$	—		$	(12,191	)
Net loss	$	(5,956	)	$	(5,046	)	$	(421,945	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding
basic and diluted		27,852,000			23,777,000

See Notes to Consolidated Financial Statement

~~-5-~~3

Shades Holdings Inc.

(A Development Stage Company)

Consolidated Statements of Stockholders’ Equity (Deficit)

														Deficit
														Accumulated
	Preferred Stock			Common Stock						Additional		Common			During
	Shares		Amount	Shares			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		$	—	$	—		$	—		$	2,000
Issuance shares of common stock for services for $0.25 per share	—		—	310,000			31			77,469		—			—			77,500
Issuance shares of common stock for cash at $0.01 per share, net	—		—	3,000,000			300			26,343		—			—			26,643
Net loss for December 31, 2009	—		—	—			—			—		—			(4,015	)		(4,015	)
Balance at December 31, 2009	—		—	23,310,000			2,331			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		—			—			54,250
Common stock payable for services for $0.25 per share	—		—	—			—			—		37,803			—			37,803
Net loss for December 31, 2010	—		—	—			—			—		—			(171,893	)		(171,893	)
Balance at December 31, 2010	—		—	23,527,000			2,353			158,040		37,803			(175,908	)		22,288
Issuance of common stock for services for $0.25 per share	—		—	155,000			15			38,735		(38,750	)		—			—
Issuance shares of common stock for cash at $0.25 per share through S1	—		—	95,000			9			23,741		—			—			23,750
Common stock payable for services for $0.25 per share	—		—	—			—			—		25,316			—			25,316
Forgiveness of Common Stock Payable for service	—		—	—			—			—		(24,369	)		—			(24,369	)
Net loss for December 31, 2011	—		—	—			—			—		—			(79,884	)		(79,884	)
Balance at December 31, 2011	—		—	23,777,000			2,377			220,516		—			(255,792	)		(32,899	)
Net loss for March 31, 2012	—		—	—			—			—		—			(5,046	)		(5,046	)
Balance as of March 31, 2012(unaudited)	—		—	23,777,000			2,377			220,516		—			(260,838	)		(37,945	)
Net loss for June 30, 2012	—		—	—			—			—		—			(25,735	)		(25,735	)
Balance as of June 30, 2012(unaudited)	—		—	23,777,000			2,377			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-

							Deficit
							Accumulated
	Preferred Stock		Common Stock		Additional	Common	During
	Shares	Amount	Shares	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	$ -	$ -	$ -	$ 2,000
Issuance shares of common stock for services for $0.25 per share	-	-	310,000	31	77,469	-	-	77,500
Issuance shares of common stock for cash at $0.01 per share, net	-	-	3,000,000	300	26,343	-	-	26,643
Net loss for December 31, 2009	-	-	-	-	-	-	(4,015)	(4,015)
Balance at December 31, 2009	-	-	23,310,000	2,331	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	-	-	54,250
Common stock payable for services for $0.25 per share	-	-	-	-	-	37,803	-	37,803
Net loss for December 31, 2010	-	-	-	-	-	-	(171,893)	(171,893)
Balance at December 31, 2010	-	-	23,527,000	2,353	158,040	37,803	(175,908)	22,288
Issuance of common stock for services for $0.25 per share	-	-	155,000	15	38,735	(38,750)	-	-
Issuance shares of common stock for cash at $0.25 per share through S1	-	-	95,000	9	23,741	-	-	23,750
Common stock payable for services for $0.25 per share	-	-	-	-	-	25,316	-	25,316
Forgiveness of Common Stock Payable for service	-	-	-	-	-	(24,369)	-	(24,369)
Net loss for December 31, 2011	-	-	-	-	-	-	(79,884)	(79,884)
Balance at December 31, 2011	-	-	23,777,000	2,377	220,516	-	(255,792)	(32,899)
Common stock retired	-	-	(19,600,000)	(1,960)	1,960			-
Unwind of Suncoast Transaction	-	-	19,600,000	1,960	(1,960)	-	-	-
Issuance of common stock for services for $0..01 per share	-	-	4,000,000	400	39,600	-	-	40,000
Issuance of common stock for stock purchase agreement			75,000	8	1,032	-	-	1,040
Issuance of common stock for share exchange agreement			15,500,000	1,550	153,450	-	-	155,000
UnWind of Share exchange			(15,500,000)	(1,550)	(153,450)	-	-	(155,000)
Net loss for December 31, 2012	-	-	-	-	-	-	(160,197)	(160,197)
Balance at December 31, 2012	-	-	27,852,000	2,785	261,148	-	(415,989)	(152,056)
Net loss for March 31, 2013	-	-	-	-	-	-	(5,956)	(5,956)
Balance as of March 31, 2013 (unaudited)	-	$ -	27,852,000	$ 2,785	$ 261,148	$ -	$ (421,945)	$ (158,012)

See Notes to Consolidated Financial Statement

Shades Holdings, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

							For The Period From
	For The Nine Month			For The Nine Month			November 23, 2009
	For The Three			For The Three			November 23, 2009
	Period Ended			Period Ended			( Inception) To
	September 30, 2012			September 30, 2011			September 30, 2012
	March 31, 2013			March 31, 2012			March 31, 2013
	(unaudited)			(unaudited)			(unaudited)
Cash flows from operating activities:
Net (loss)	$	(126,349	)	$	(68,800	)	$	(382,141	)
Net loss	$	(5,956	)	$	(5,046	)	$	(421,945	)
Adjustments to reconcile net (loss) to net cash
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock based compensation		~~41,040~~—			~~25,314~~—			152,555
Amortization of website		~~750~~250			~~750~~250			23,~~750~~250
Changes in operating assets and liabilities:
Prepaid expenses		—			9,387			4,735
Accounts receivable		—			(181	)
Inventories		41			(240	)		(3,104	)
Prepaid expenses		—			—			4,735
Accounts payable		13,456			(968	)		43,112
Inventories		348			154			(2,705	)
Accrued expenses		(2,951	)		1,622			952
Accounts payable		443			1,441			68,753
Net cash (used) in operating activities		(74,013	)		(32,935	)		(181,141	)
Accrued expenses		3,267			1,940			4,223
Net cash used in operating activities		(1,648	)		(1,442	)		(191,134	)
Cash flows from investing activities:
Acquisition of intangible assets		—			~~(1,500~~—	)		(4,500	)
Net cash (used) in investing activities		—			(1,500	)		(4,500	)
Net cash used in investing activities		—			—			(4,500	)
Cash flows from financing activities:
Cash received from issuance of common stock		—			~~23,750~~—			110,000
Cash paid for stock issuance costs		—			—			(3,357	)
Cash recived from note payable		32,635						32,635
Cash recived from notes payable		1,400			1,000			61,838
Cash received from note payable - related party		40,691			—			46,691
Cash received from notes payable - related party		—			—			27,447
Net cash provided by financing activities		731,~~326~~400			231,~~750~~000			~~185~~195,~~969~~928
Net increase(decrease) in cash and cash equivalents		(687	)		(10,685	)		328
Net increase(decrease)in cash and cash equivalents		(248	)		(442	)		294
Cash and cash equivalents at beginning of year		~~1,015~~542			121,~~133~~015			—
								—
Cash and cash equivalents at end of period	$	~~328~~294		$	~~1,447~~573		$	~~328~~294
Supplemental disclosures:
Cash paid for interest	$	—		$	—		$	—
Cash paid for taxes	$	—		$	—		$	—
Supplemental disclosures on non cash investing
Acqusistion cost	$	155,000		$	—		$	155,000

See Notes to Consolidated Financial Statements

~~-7-~~5

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.

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 based on representations from the Company’s management, which are 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 net losses of $5,956 and $5,046 for the three months ended March 31, 2013 and 2012, respectively. Additionally our cumulative losses were $421,945 through March 31, 2013. Our revenues are minimal. In addition, during the three months ended March 31, 2013 and 2012 we used cash of $1,649 and $1,442, 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.

~~generally~~Our ability ~~accepted~~to incontinue ~~the~~as ~~United~~a ~~States~~going ~~contemplates~~concern ~~that~~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 March 31, 2013 we raised $110,000 from the sale of common stock. We cannot give any assurances regarding the success of our current operations ~~will~~or beour ~~sustained~~ability ~~for~~to raise adequate capital to finance our operations.

a reasonable period. However, we have incurred operating losses of $126,349 and $68,800 for the nine months ended September 30, 2012 and 2011, respectively. Additionally our cumulative losses were $382,141 through September 30, 2012. Our revenues are minimal. In addition, during the nine months ended September 30, 2012 and 2011 we used cash of $74,013 and $32,935, 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 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.

Inventories – Inventories consist of retail merchandise that is in its finished form and ready for sale to end-9user customers. Inventories are recorded at the lower of average cost or market. In-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

~~Shades Holdings, Inc.~~6

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories continued – ~~Inventories~~acquired ~~consist~~and ofcarried ~~properties that~~for ~~are~~retail insale ~~transition~~and, accordingly, the carrying value is susceptible to, beamong ~~sold~~other things, ~~either~~market ~~through~~trends ~~auction~~and orconditions ~~typical~~and ~~real~~overall ~~estate~~customer ~~transactions~~demand.

Intangible assets – The Websites are recorded at cost and have a finite life. The ~~Websites~~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 ~~September~~March 3031, ~~2012~~2013 and ~~September~~March 3031, ~~2011~~2012.

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.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Equity-Based Payments to Non-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~~ 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.

~~-11-~~7

~~Shades~~Recent ~~Holdings,~~Accounting ~~Inc.~~Pronouncements

(AIndefinite-lived Intangible ~~Development Stage Company)~~Assets

~~Notes~~In July To2012, ~~Consolidated~~the ~~Financial~~FASB ~~Statements~~issued an accounting standard update intended to simplify how an entity test indefinite-lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether future impairment testing is necessary. The accounting standard update is effective for Shades Holdings beginning in the first quarter of fiscal 2014 and is not expected to have an impact on the Company’s consolidated statements.

Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Recent accounting pronouncements~~Holdings -beginning Inin ~~May~~the ~~2011,~~first ~~the~~quarter ~~FASB~~of ~~issued~~fiscal an2014, ~~update~~at ~~that~~which ~~amends~~time the ~~guidance~~Company ~~provided~~will ininclude ~~ASC~~the ~~Topic~~required ~~820, Fair Value Measurement, by clarifying some existing concepts, eliminating~~disclosures.

~~wording differences between GAAP and International Financial~~Cumulative ~~Reporting~~Translation 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.Adjustment

In March 2013, the FASB issued an accounting standard update requiring an entity to release into net income the entire amount of a cumulative translation adjustment related to its investment in a foreign entity when as a parent it either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. The accounting standard update is effective for Shades Holdings beginning in the first quarter of fiscal 2014 and is not expected to have an impact on the Company’s consolidated financial statements.

NOTE 4. INTANGIBLE ASSETS

The Company’s intangible assets are comprised of the following:

	September 30, 2012			December 31, 2011
	March 31, 2013			December 31, 2013
	(unaudited)			(unaudited)
Website development	$	4,500		$4,500	~~4,500~~
Accumulated amortization		(23,~~750~~250	)	(3,000)	~~(2,000~~	)
Website, net	$	1,~~750~~250		$1,500	~~2,500~~
Amortization expense amounted to $750 for the nine months ended September 30, 2012 and 2011 respectively.

Amortization expense amounted to $~~750~~250 for the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012 respectively.

-12-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 5. NOTE PAYABLE

On September 11, 2012, the Company issued a 8% note in the principal amount of $32,500 to Asher Enterprises, Inc., an investment fund. The Note is convertible into common stock at a discount to the market price of the common stock. The note was secured with 565,000 shares of common stock reserved. On June 24, 2013 the note ~~issued the investment fund~~ was paid in full and the shares were released from reserve.

NOTE 6. ~~ADVERTISING~~NOTES PAYABLE TO RELATED PARTIES

The Company ~~expenses~~had ~~advertising~~notes ~~costs~~payable asoutstanding ~~they~~to ~~are incurred.~~certain ~~Advertising~~related ~~expenses~~parties ~~for~~as ~~the three months ended September, 2012 and 2011, were $20 and $50, respectively.~~follows:

NOTE 7. COMPENSATION AGREEMENTS

	March 31,		December, 31
	2013		2012

Note payable issued to Debt Opportunity Fund LLLP on April 12, 2012 in the amount of $18,000 including two additional notes issued in November 2011 for $6,000 and in February 2012 for $1,000,the new note matures on April 12, 2013 plus interest at the rate of 12% per annum. The note also carries an accrued default amount of $3,000. The note is secured by the Company’s inventory and its domain names. This note was paid in full on June 24, 2013	$	25,000	$	25,000
		10,000		10,000
Note payable issued to Vince Vellardita on September 11, 2012 in the amount of $10,000, maturing on June 13, 2013 plus interest at the rate of 8% per annum
		10,000		10,000
Note payable issued to DM Opportunity Fund, LLC on September 11, 2012 in the amount of $10,000, maturing on June 13, 2013 plus interest at the rate of 8% per annum
		1,400		—
Notes payable to related parties in March 2013 in the amount of $700 each, due on demand and bearing interest at 8% per annum
	$	46,400	$	45,000
Total

We also utilize, rent free, office space leased by a non-affiliated entity of our president.

NOTE 7. ADVERTISING

The Company expenses advertising costs as they are incurred. Advertising expenses for the three months ended March 31, 2013 and 2013, were $0 and $95, respectively.

NOTE 8. ACQUISITIONS

On September 7, 2012 the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Suncoast Real Estate Owned Holdings, Inc., a Florida corporation (“Suncoast”), and the shareholder of Suncoast (the “Suncoast Shareholder”). Upon the satisfaction of all of the closing conditions set forth in the Share Exchange Agreement and the closing of the transactions contemplated under the Exchange Agreement (the “Exchange”), the Suncoast Shareholder transferred all of the issued and outstanding capital stock of Suncoast to the Company in exchange for 15,500,000 shares of common stock of the Company. Such exchange resulted in Suncoast becoming a wholly-owned subsidiary of the Company and gave the Suncoast Shareholder a controlling interest in the Company.

Immediately following the closing of the Share Exchange Agreement in the Suncoast transaction and pursuant to a Stock Purchase Agreement with Suncoast (the “SPA”), all of the outstanding capital stock of Daily Shades, Inc., our wholly owned subsidiary, was transferred to Sean Lyons in exchange for the return and cancellation of 19,600,000 shares of the Company’s common stock held by Mr. Lyons. Upon the unwinding of the Suncoast transaction the 19,600,000 shares were returned to Sean Lyons as Daily Shades remained a wholly owned subsidiary of Shades Holdings Inc.

On November 27, 2012, the Company entered into an agreement with the Suncoast Shareholder, effective as of September 11, 2012 (the “Suncoast Effective Time”), pursuant to which the parties agreed that the Suncoast Shareholder failed to relinquish control of Suncoast to the Company and that the Suncoast Exchange Agreement Transaction was never effectively consummated. Accordingly, the Suncoast Shareholder returned the Suncoast Exchange Agreement Shares to the Company and the parties agreed that the Suncoast Shares have remained under the ownership of the Suncoast Shareholder since the Suncoast Effective Time.

NOTE 9. EQUITY TRANSACTIONS

We have 10,000,000 authorized shares or preferred stock with a par value of $0.01 per share none of which is issued and outstanding.

We also have 100,000,000 authorized shares of common stock with a par value of $0.0001. Holders of voting shares are entitled to one vote for each share that they own at any shareholders' meeting. Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders.

On the date of inception we issued 20,000,000 shares to our president and director at par value for proceeds of $2,000. We also sold 3,000,000 shares of our common stock at $0.01 per share to accredited investors and received $26,643 in net proceeds after stock issuance costs of $3,357.

On February 1, 2010, we distributed to potential investors a Private Placement Memorandum (“PPM”) offering 250,000 shares of our common stock at a price of $0.25 per share. The shares were offered by us on a “best efforts” basis through the efforts of our President. Although there is no minimum purchase requirement, each investor is permitted to purchase a maximum of 25,000 shares subject to our right to permit an investor to purchase more than the maximum individual subscription. We have sold 217,000 shares of our common stock resulting in cash proceeds of $54,250 to the Company. This PPM offering is now closed.

On June 3, 2011 the Company closed its Registered Direct Offering (“RDO”) and the Registered Resale Offering (“RRO”) on Form S1. The Company sold 95,000 shares of our common stock at a price of $0.25 per share through RDO resulting in cash proceeds of $23,750. No shares of RRO were sold.

Common Stock Issued for Services to Non-employees

On November 23, 2009, the Company issued an additional 310,000 shares of its common stock to vendors in exchange for future services, including legal services, accounting services, information technology services and search engine optimization services at a price of $0.25 per share. See below for a description of each agreement.

The Company entered into a one year consulting agreement with Ryan Ford for web consultation on our website dailyshades.com. In consideration for services performed the Company compensated Mr. Ford with 10,000 shares of common stock.

We entered into an agreement with Total CFO, LLC to provide us with tax preparation services and general bookkeeping services for a 12 month term. The agreement can be terminated by either party upon 30 days notice. In exchange for the services rendered under the agreement, we issued Total CFO, LLC 50,000 shares of our restricted common stock. These services were valued at $12,500 based on a price of $0.25 per share.

The Company entered into a one year consulting agreement with Ron Rule for IT services on our website dailyshades.com. In consideration for services performed the Company compensated Mr. Rule with 10,000 shares of common stock.

We issued 200,000 shares of our common stock as compensation for legal services.

On December 17, 2009 the Company entered into a one year consulting agreement with the Tyler Ryan Group, (TRG) to provide services on content and social media content. In consideration for the services preformed, the Company compensated TRG at $500 a month and issued 40,000 shares of our common. Their services were extended at a monthly fee of $500.

The total number of the Company’s common shares issued for services in the fourth quarter of 2009 was 310,000 shares and were valued at $77,500.

NOTE 10. EQUITY –BASED PAYMENTS TO NON-EMPLOYEES

The Company entered into a consulting agreement on September 11, 2012 with each of Vince Vellardita, Apogee Financial Investments, Inc. and Total CFO LLC (the “Consultants”), pursuant to which the Consultants agreed to provide certain consulting services to the Company for a period of twelve months. In consideration for their services, the Company issued to Vince Vellardita and his designees 1,333,333 shares of the Company’s common stock, to Apogee Financial Investments, Inc. 666,667, and Total CFO LLC, 666,666 shares of the Company’s common stock.

The Company issued 1,333,334 shares of common stock on September 11, 2012 to a law firm pursuant to the terms of a retainer agreement in consideration for legal services to be rendered to the Company.

On September 9, 2012, the Company entered into a consulting agreement with RedChip Companies, Inc. (“Redchip”), pursuant to which RedChip was to provide certain services to the Company for a period of twelve months. The Company issued Redchip 75,000 shares of common stock. This agreement was later mutually terminated by both parties.

On September 7, 2012, the Company entered into a Share Exchange Agreement with Suncoast Real Estate Owned Holdings, Inc., (“Suncoast”), and the shareholder of Suncoast (the “Suncoast Shareholder”), pursuant to which the Suncoast Shareholder agreed to transfer all of the issued and outstanding capital stock of Suncoast (the “Suncoast Shares”) to the Company in exchange for 15,500,000 shares of common stock of the Company (the “Suncoast Exchange Shares”). The parties contemplated that such exchange would result in Suncoast becoming a wholly-owned subsidiary of the Company and the Shareholder acquiring a controlling interest in the Company (the “Suncoast Exchange Transaction”).

On November 14, 2012 the Suncoast Exchange Transaction was unwound and the 15,500,000 shares of stock were returned to the Company.

NOTE 11. INCOME TAXES

The components of the provision for income taxes are as follows:

The income tax provision consists of the following:

		December 31, 2012		December 31, 2011

Current taxes	$	—	$	—
Deferred taxes	$	—	$	—
Provision for income taxes	$	—	$	—

income taxes are as follows:

	March 31, 2013			December 31, 2012
Income tax at federal statutory rate		34.00	%	34.00%
State tax, net of federal effect		3.63	%	3.63%
Valuation allowance		<37.63%	>	<37.63%>
Effective rate		0.00	%	0.00%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred income taxes are as follows:

	March 31, 2013		December 31, 2012

Net operating loss carry forwards	$	147,681	$144,684
Valuation allowance		(147,681)	(144,684)
Deferred taxes	$	—	—

We had net operating losses from November 23, 2009 (inception) through the year ended March 31, 2013. We have provided no current income tax expense or benefit due to the losses incurred. Our net operating losses from inception amount to $421,945, which is available for carry forward. The net operating losses are carried forward for up to twenty years and available to offset future taxable income, if any. The Company has provided a valuation allowance for the deferred tax benefit resulting from the net operating loss carryover. The valuation allowance is being applied because of the limited operating history of the company and inability to predict taxable income going forward. In addressing the potential impact of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

As a result of the implementation of certain provisions of ASC 740, Income Taxes, (formerly FIN 48, Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109), we performed an analysis of its previous tax filings and determined that there were no positions taken that it considered uncertain. Therefore, there were no unrecognized tax benefits as of March 31, 2013.

NOTE 12. Compensation Agreements and other matters

Employment Compensation — We have not entered into an employment agreement or non-competition agreement with our President. On July 1, 2012, our Chief Executive Officer, Sean Lyons, forgave all his accrued compensation to date totaling $6,500.

~~NOTE~~On September 86, 2012, Ryan Ford and Jesus Diaz both resigned as directors of Shades Holdings Inc. ~~RELATED~~Mr. Diaz also resigned as CFO at ~~PARTIES~~this time.

~~In November 2011 we issued a short term promissory note to~~On aJuly ~~fund~~22, ~~for $6~~2013,~~000~~ ~~which is managed by~~ Sean Lyons. Inresigned ~~March~~as ofdirector ~~2012~~and wepresident ~~issued an additional $1,000 short term promissory note to the same fund. In April~~ of ~~2012~~Shades ~~the previous notes along with a new note for $18~~Holdings,~~000~~ ~~were combined into one note totaling $25,000 with a one year term~~Inc. ~~The notes accrued interest at twelve percent per annum for one year with a default clause of an additional $3,000 added to principal. The note is secured by inventory and domains owned by the Company.~~

~~The Company issued an 8% promissory note~~NOTE ~~to two 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~~13. Subsequent events

WeOn June ~~utilize~~18, ~~space~~2013, ~~leased~~the byCompany entered into and closed a ~~non-affiliated~~securities ~~entity~~purchase ofagreement ~~our~~with an accredited investor pursuant to which ~~former~~the ~~President~~Company onissued to the accredited investor a ~~rent~~promissory ~~free~~note ~~basis.~~in Ifthe ~~our~~principal ~~business~~amount ~~expands~~of $200,000 we(the ~~will~~“Note”), and ~~likely~~five-year ~~need~~warrants to ~~lease~~purchase ~~office~~an aggregate of 1,100,000 shares of common stock with an exercise price of $0.01. Repayment of the Note is due June 18, 2014 and~~/or~~ ~~warehouse~~bears ~~space~~an interest at the rate of 8% per year, which is payable upon maturity of the note.

On June 19, 2013, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Shades of Fragrances, Inc. (“SOF”) and Omniscent Corp. (“OMNI”), the sole shareholder of SOF. Pursuant to the Share Exchange Agreement entered into on June 21, 2013, the Company issued 24,000,000 shares of common stock to OMNI, in exchange for 1,000,000 shares of common stock of SOF. This represented 100% of the issued and outstanding capital stock of SOF and thus became a wholly-~~13-~~owned subsidiary of the Company. This transaction resulted in a change in ownership.

~~Shades~~SOF is ~~Holdings~~a Florida corporation formed on May 14, ~~Inc~~2013, which now owns the federal registered trademark (Registration No. 277316) “Phantom” for perfumes and fragrances.

On June 22, 2013, in connection with the Exchange Agreement, Lucien Lallouz (Athe ~~Development~~President ~~Stage~~and ~~Company~~owner of SOF) was appointed Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and President of the Company.

~~Notes~~On June To19, ~~Consolidated~~2013, ~~Financial~~in ~~Statements~~connection with the Exchange Agreement, 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.

~~NOTE~~On June 919, 2013 a stock purchase agreement was executed with Sean Lyons purchasing 100% interest in Daily Shades Inc. ~~SHARE-~~a ~~BASED~~subsidiary of ~~COMPENSATION~~Shades Holdings Inc. in consideration of 19,600,000 shares of common stock in Shades Holdings Inc. Additional consideration that was to be received by Sean Lyons was a cash payment in the amount of $16,700.

~~The~~As more ~~Company~~fully ~~issued~~described ~~75,000~~in ~~shares~~Note of10 ~~our~~(Income ~~common stock~~ Taxes) to ~~non-employees~~the ~~for~~consolidated ~~services~~financial ~~provided~~statements ~~during~~in the ~~year~~2012 Form ~~ended~~10-K, all of our U.S. deferred tax assets had full valuation allowances at December 31, ~~2011~~2012 and this continues to be the case at March 31, 2013. We will maintain this valuation allowance until an appropriate level of profitability is sustained or we are able to develop tax planning strategies that enable us to conclude that it is more likely than not that our U.S. deferred tax assets are realizable.

The Company’s Board of Directors and Officers were also compensated with common stock for services provided. Two of the shareholders own Total CFO, LLC an organization that provides accounting services to the Company.11

~~The Company entered into a consulting agreement on September~~NOTE ~~11, 2012 with each of Vince Vellardita, Apogee Financial, Investments, Inc~~13. Subsequent ~~and~~events ~~Total CFO LLC~~ (~~the “Consultants”~~Continued), pursuant to which the Consultants agreed to provide certain consulting services to the Company for a period of twelve months. In consideration for their services, the Company issued to Vince Vellardita and his designees 1,333,333 shares of the Company’s common stock and to each of Apogee Financial Investments, Inc. and Total CFO LLC, 666,666 shares of the Company’s common stock.

~~The~~As described, herein, the Company ~~issued~~entered 1into a transaction on June 19,~~333,334~~ ~~shares~~2013 ofthat resulted ~~common~~in ~~stock~~an ownership change as a causing a limitation on ~~September~~the annual use of the net operating loss carryforwards. Utilization of the Company’s net operating ~~11,~~loss ~~2012~~may be subject to a ~~law~~substantial ~~firm~~annual ~~pursuant~~limitation due to the ownership ~~terms~~change oflimitations set aforth ~~retainer~~in ~~agreement~~Internal Revenue Code inSection ~~consideration~~382 ~~for~~and ~~legal~~similar ~~fees~~state toprovisions. beSince ~~rendered~~the toCompany has full valuation allowances on its NOLs the Company has not reserved separately for the 382 limitation.

On June ~~September 9~~20, ~~2012~~2013 1,200,000 ~~the~~shares ~~Company~~of ~~entered~~Shades ~~into~~Holdings ~~a consulting agreement with RedChip Companies,~~ Inc. ~~(“Redchip”),~~common ~~pursuant~~stock towere ~~which~~returned ~~RedChip was~~ to ~~provide~~treasury ~~certain~~by ~~services~~three ~~for~~nonaffiliated ~~a period of six months to the Company for a period of twelve months~~shareholders. ~~The Company iissued Redchip 275,000 shares of common stock.~~

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

-14-

Shades Holdings, Inc.

(A Development Stage Company)

Notes To Consolidated Financial Statements

NOTE 10. SUBSEQUENT EVENTS

As further described in the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2013 that on November 27, 2012, the Company entered into an agreement with the Suncoast Shareholder, effective as of September 11, 2012 (the “Suncoast Effective Time”), pursuant to which the parties agreed that the Suncoast Shareholder failed to relinquish control of Suncoast to the Company and that the Suncoast Exchange Transaction was never effectively consummated. Accordingly, the Suncoast Shareholder returned the Suncoast Exchange Shares to the Company on November 27, 2012 and the parties agreed that the Suncoast Shares have remained under the ownership of the Suncoast Shareholder since the Suncoast Effective Time.

On June 18, 2013, the Company entered into and closed a securities purchase agreement with an accredited investor (the “Investor”), pursuant to which the Company issued to the Investor a promissory note in the principal amount of $200,000 (the “Note”), and five-year warrants to purchase an aggregate of 1,100,000 shares of common stock with an exercise price of $0.01. Repayment of the Note is due June 18, 2014 and bears an interest at the rate of 8% per year, which is payable upon maturity of the note.

On June 19, 2013, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Shades of Fragrances, Inc. (“SOF”) and Omniscent Corp. (“OMNI”) (the sole shareholder of SOF). Pursuant to the Share Exchange Agreement, which closed on June 21, 2013, the Company issued 24,000,000 shares of common stock to OMNI, resulting in a change in control of the Company, in exchange for 1,000,000 shares of common stock of SOF, representing 100% of the issued and outstanding capital stock of SOF, and SOF thus became a wholly-owned subsidiary of the Company.

SOF is a Florida corporation formed May 14, 2013, which now owns the federal registered trademark (Registration No. 277316) “Phantom” for perfumes and fragrances.

In connection with the Share Exchange Agreement, on June 19, 2013, Sean Lyons resigned as officer of the Company and Lucien Lallouz (the President and owner of SOF.) was appointed Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and President of the 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~~a ~~Ross,~~law Pfirm.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~~Consultants”) 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 both received 366,667 shares of the Company's common stock for ~~services~~ 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

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky and include . These risks and uncertainties include, but are not limited to, international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may 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.

Background

~~Shades~~From our ~~Holdings~~inception on November 23, ~~Inc.~~2009 (“through December 31, 2012, we” incurred a cumulative loss of $421,945 ~~the~~and ~~“Company”~~have only generated limited revenues from our business operations. We previously offered and sold high quality, name brand sunglasses and watches orto “our customers through our wholly-owned subsidiary, Daily Shades”), ~~was~~Inc. ~~incorporated~~The ~~under~~high quality, name brand sunglasses were offered at discounts of up to 70% of the ~~laws~~manufacturer’s suggested retail price and were offered and sold through our website at www.dailyshades.com, and the high quality, name brand watches were offered at discounts of ~~Florida~~up to 75% of the manufacturer’s suggested retail price and were offered and sold through our website at www.dailychrono.com. We offered a different pair of sunglasses and a different watch each day to our customers through our websites. We generally offered our sunglasses and watches for a limited period of time and presented the offer as a “daily deal” on ~~November~~our ~~23,~~websites. ~~2009~~We are also engaged in developing our business infrastructure and we are seeking capital to support the further development of our licensing agreements.

WeDuring our ~~are a~~ development~~-stage~~ ~~company~~stage, ~~our~~ ~~wholly-owned~~we ~~subsidiary~~have ~~Shades~~and ofwill ~~Fragrances,~~continue ~~Inc.~~to ~~which~~incur wesignificant ~~acquired~~expenditures onfor ~~June~~organizational 24costs and marketing, ~~2013~~arising both isinternally aand ~~Florida~~externally. ~~corporation~~Our ~~formed May~~organizational ~~14,~~costs ~~2013,~~have ~~which~~made ~~owns~~up the ~~federal~~majority ~~registered~~of ~~trademark~~our ~~(Registration~~expenses Noto date. ~~277316)~~These ~~“Phantom”~~expenditures are ~~for~~entirely ~~perfumes~~predicated ~~and~~on ~~fragrances. In~~the ~~connection~~success ~~with~~of ~~this~~our ~~acquisition~~financing ~~the~~efforts ~~Company~~discussed ~~will~~in ~~become~~Liquidity aand ~~luxury~~Capital &Resources, ~~lifestyle~~below. ~~brand~~We ~~developer,~~have ~~through~~had to ~~licensing~~pay ~~agreements with~~for ~~emerging~~most ~~fashion~~of ~~designers~~our organizational costs with cash and ~~established~~currently ~~celebrity~~anticipate ~~brands,~~that ~~including~~we ~~our~~will ~~own~~be ~~proprietary~~required ~~trademarks~~to inpay ~~the~~for ~~fragrance~~our ~~and~~marketing ~~cosmetic~~efforts ~~industry~~with cash. WeHowever, ~~are~~to ~~also~~the ~~engaged~~extent inthat ~~developing~~outside ~~our~~parties ~~business~~will ~~infrastructure~~entertain ~~and~~share-based payment arrangements, we ~~are~~will ~~seeking~~likely ~~capital~~pursue tonegotiations ~~support~~on ~~the~~those ~~further~~lines. ~~development~~We ofhave ~~our~~previously ~~licensing~~issued ~~agreements.~~shares As of ~~the~~our ~~date~~common ofstock ~~this~~as ~~report,~~compensation ~~our~~to ~~activities~~certain ~~have been~~consultants, ~~limited~~and toour ~~various~~legal ~~organizational~~service ~~matters,~~provider. ~~limited~~We ~~operations,~~will ~~and~~seek ~~the~~stock-based ~~development~~compensation ofarrangements ~~our~~in ~~business~~the ~~plan~~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. We have previously issued shares of our common stock as compensation to certain consultants and our legal service provider. We will seek stock-based compensation arrangements in the future.12

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On November 27, 2012, the Company entered into an agreement with the Suncoast Shareholder, effective as of September 11, 2012 (the “Suncoast Effective Time”), pursuant to which the parties agreed that the Suncoast Shareholder failed to relinquish control of Suncoast to the Company and that the Suncoast Exchange Transaction was never effectively consummated. Accordingly, the Suncoast Shareholder returned the Suncoast Exchange Shares to the Company on November 27, 2012 and the parties agreed that the Suncoast Shares have remained under the ownership of the Suncoast Shareholder since the Suncoast Effective Time.

New Business

~~As stated above,~~ Shades of Fragrances, Inc. (“SOF”) is a fragrance branding company and a wholly owned subsidiary of the Company. ~~which~~SOF owns the federal registered trademark (Registration No. 277316) “Phantom” for perfumes and fragrances.

In connection with the 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. SOF applies analytical tools and models, which have been proven successful, to identify and leverage the brand’s powerful characteristics. Additionally, on July 2, 2013 the Company appointed David H. Schwanz, formerly a Vice President of Sales at Elizabeth Arden, as President of Shades Of Fragrances, Inc., effective immediately. David’s primary focus will be building a sales team to lead the ~~initiatives~~ initiatives of ~~the company~~SOF.

The Company’s core business strategy philosophy is based on the three E’s of creating a profitable brand, “Engage, Establish, and Execute”. The core fundamental of SOF strategy is to provide individual attention to each of the company’s brands and products within these brands. This allows SOF to bring the highest quality product to the consumer and within the preference of the target market. With this Company philosophy, the Company encourages development and growth of new and existing brands, as well as maximizing profitability.

Results of Operations

Three 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 $~~142~~909 and $~~704~~771 for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively.

Cost of Product Sales – Our cost of product sales were $19546 and $~~335~~262 for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~ 2012, 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.

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:

~~-18-~~Advertising and Promotion – Advertising and promotion expense were $0 and $95 for the three months ended March 31, 2013 and 2012, 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.

~~Advertising~~ Legal and ~~Promotion~~Professional Expense – ~~Advertising~~ Legal and ~~promotion~~consulting ~~expense~~professional expenses (including expenses associated with our filings with the regulatory agencies) were $201,085 and $503,008 for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively. ~~Due~~These tocosts include ~~limited~~fees ~~operating activity~~relating ~~our~~to ~~advertising~~professional ~~expense~~consulting ~~was~~for ~~set~~information attechnology ~~minimum~~services ~~levels.~~and ~~Much~~accounting ofservices ~~our~~and ~~advertising~~external ~~was~~audit related ~~done~~expenses. byOur ~~management~~fees ~~through~~for ~~social~~these ~~media sites~~services ~~such~~will continue as ~~Facebook~~these services support our operations.

~~Accounting~~Abandoned Asset ~~and~~Acquisition ~~Professional~~Costs ~~Expense~~ – ~~Accounting~~ ~~and~~These ~~consulting professional~~ expenses ~~(including~~relate ~~expenses~~to ~~associated~~the ~~with~~termination ~~our~~of ~~filings with~~ the ~~regulatory~~acquisition ~~agencies)~~of ~~were $83,679~~Suncoast and amounted to $92,~~337~~707 for the three months ended ~~September~~March 3031, 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.2013,

Compensation Costs – Compensation related costs consist of salaries and payroll taxes. These costs were $~~9,454~~0 and $91,~~837~~664 for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~ 2012, 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~~March 3031, ~~2012~~2013 and ~~2011.~~2012, respectively. 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~~473 and $60538 for the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, 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 $955,~~568~~956 and $195,~~165~~046 during the three months ended ~~September~~March 3031, ~~2012~~2013 and ~~2011~~2012, respectively. This net loss is a result of the items discussed in the preceding discussion.

~~Nine Months Ended September 30, 2012 and 2011~~13

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.

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:

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 $~~126~~5,~~349~~956 during the ~~nine~~three months ended ~~September 30~~March 31, ~~2012~~2013 and $~~382~~421,~~141~~945 from inception (November 23, 2009) through ~~September~~March 3031, ~~2012~~2013. In addition, we used cash of $741,~~013~~649 in support of our operating activities during the ~~nine~~ three months ended ~~September~~March 3031, ~~2012~~2013. As of ~~September~~March 3031, ~~2012~~2013, we had cash on hand of $~~328~~294 and a working capital deficit of $~~(119~~159,~~958)~~262. 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 concern.

WeOur preferred ~~issued~~method ~~95,000~~of ~~shares~~raising ofthis ~~our~~necessary ~~common~~capital will be to sell shares through stock ~~under~~offerings. ~~our~~Our Registration Statement on Form S-1 (File No. 333-168139), atrelating ~~$0.25 per share for total proceeds~~ to ~~the~~our ~~Company~~initial ofpublic ~~$23~~offering,~~750.~~ ~~The Registration Statement~~ was declared effective by the SEC on October 25, 2010. ~~and~~Under the ~~Company~~registration ~~closed~~statement, the ~~offering~~Company onsold ~~September 7~~95,000 ~~2011. We had hoped to sell additional~~ shares ~~under~~of ~~the~~common ~~Registration~~stock ~~Statement,~~at ~~however~~a ~~there~~price ~~was~~of ~~not~~$0.25 per ~~sufficient~~share ~~demand~~resulting ~~for our shares~~ in ~~the market.~~cash ~~Since~~proceeds weof ~~did~~$23,750 ~~not~~during ~~raise sufficient capital under~~ the ~~Registration~~year ~~Statement~~ended toDecember ~~sustain our current minimal operations and implement our business plan~~31, we2011. ~~may~~On ~~seek~~June ~~advances from our existing shareholders to meet our existing working capital needs. In addition~~3, ~~we may seek debt financing or short term loans. However~~2011, ~~further funding is not assured for~~ the Company toclosed ~~continue as a going concern and, ultimately, we need to generate profitable operations to sustain our business~~the ~~activities.~~offering Weunder ~~cannot give any assurances regarding~~ the ~~success~~registration ofstatement. ~~management~~The Company’s ~~plans.~~focus ~~Our~~has ~~consolidated~~been ~~financial~~on ~~statements do~~addressing ~~not include adjustments relating to~~ the ~~recoverability~~regulatory ofrequirements ~~recorded assets or liabilities that might be necessary should we be~~associated ~~unable~~with tobecoming ~~continue as~~ a ~~going~~public ~~concern.~~company Ifrather wethan doactively ~~not~~offering ~~secure~~its atshares. ~~least~~The ~~$250,000~~Company weintends ~~may~~to ~~not~~begin beactively ~~able~~offering toits ~~continue~~shares ~~our~~to ~~current~~raise ~~minimal operations beyond~~ the ~~next~~funds ~~twelve~~necessary ~~months~~to ~~and~~implement ~~our~~its business plan ~~will fail~~.

~~Cash~~We currently ~~Flow~~do ~~from~~not ~~Operating~~have ~~Activities~~any ~~– We~~financing ~~used~~commitments ~~cash~~(binding ofor ~~$74~~non-binding),~~013~~ inand ~~our~~we ~~operating~~cannot ~~activities~~give ~~during~~you any assurance that we will be able to secure the ~~nine~~additional ~~months~~cash ~~ended~~or ~~September~~working ~~30,~~capital ~~2012~~we may require to continue our operations and ~~$32,935~~fully ~~during~~implement the ~~nine~~initial ~~months~~phase ~~ended~~of ~~September~~our ~~30,~~business ~~2011~~plan.

WeThe Company ~~recorded~~issued ashares ~~net~~of ~~loss~~common ofstock valued at approximately $~~126~~180,~~349~~619 since inception as compensation to service providers and vendors. ~~$68~~However,~~800~~ ~~during~~further funding is not assured for the ~~nine~~ ~~months~~Company ~~ended~~to ~~September~~continue ~~30,~~as ~~2012~~a going concern for a reasonable period, and, ultimately, ~~2011~~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.

~~Our~~Cash Flow ~~cash~~ from ~~operating~~Operating ~~activities~~Activities ~~also~~– ~~includes~~We used cash ~~flow provided~~of by$1,649 ~~changes~~ in our operating ~~assets~~activities ~~and~~during ~~liabilities of $687 for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013 ~~compared to cash flow provided by change in our operating assets~~ and ~~liabilities of~~ $101,~~685~~442 ~~for~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012.

~~Our~~We recorded ~~inventory~~a ~~was~~net loss of $35,~~104~~956 atand ~~September 30~~$5,046 ~~2012~~during ~~compared~~the ~~to $3,145~~three atmonths ~~September~~ended 30March 31, ~~2011~~2013 and 2012.

~~Accounts~~Our cash ~~payable~~from ~~and~~operating ~~accrued~~activities ~~expenses~~also ~~were~~includes ~~$44,064~~cash atflow ~~September 30,~~provided ~~2012,~~by anchanges ~~increase~~in our operating assets and liabilities of $104,~~505~~057 ~~from~~for the ~~$33,559~~three atmonths ~~September~~ended 30March 31, ~~2011.~~2013 ~~This~~compared ~~use~~to ofcash ~~funds~~flow isprovided ~~due~~by tochange ~~the~~in ~~timing~~our ofoperating ~~payments~~assets ~~for~~and ~~services~~liabilities of $3,354 ~~accrued~~for atthe ~~December~~three months ended March 31, ~~2011~~2012.

~~Cash Flow from Investing Activities –~~Our Weinventory ~~used~~was $02,705 ~~cash~~at ~~and~~March $131,~~500~~ in2013 ~~our~~compared ~~investing~~to ~~activities~~$2,991 ~~during~~at ~~the~~March ~~three months ended September 30~~31, 2012 ~~and 2011~~.

Accounts payable and accrued expenses were $83,360 at March 31, 2013 an increase of $46,420 from $36,940 at March 31, 2012. This use of funds is due to the timing of payments for services accrued during 2012.

Cash Flow from Investing Activities – We used $0 cash in our investing activities during the three months ended March 31, 2013 and 2012.

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

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

In March of 2012 we issued an additional $1,000 short term promissory note to the same fund that issued a $6,000 note. In April of 2012 the previous notes along with a new note for $18,000 were combined into one note totaling $25,000 with a one year term. That fund is managed by our former Chief Executive Officer, Sean Lyons. The notes accrued interest at twelve percent per annum for one year with a default clause of an additional $3,000 added to principal. The note is secured by inventory and domains owned by the Company. On June 24, 2013 the note to was paid in full in the amount of $28,968.

Additionally, on September 11, 2012, the Company issued a 8% note in the principal amount of $32,500 to an investment fund. The note can be converted into common stock a discount to the market price of the common stock. As previously discussed the note was paid in full for $40,000. The Company also issued to two related parties which were stockholder of the Company 8% notes each in the principal amount $10,000 convertible into common stock at a discount to the market price of the common stock. On June 24, 2013 the note issued to the investment fund was paid in full with cash. The Company issued two additional notes for $700 each during the quarter ended March 31, 2013 to related parties of the Company.

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 ~~September~~March 31, ~~2012~~2013 and ~~September~~March 3031, ~~2011~~2012. 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 asunglasses ~~property~~are ~~is closed on or an auction is facilitated for a partner~~shipped. In this quarter we recognized revenue on the sale of ~~sunglasses~~ ~~related to the previous business which was spun out~~sunglasses.

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-21user customers. Inventories are recorded at the lower of average cost or market. In-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 ~~September~~March 3031, ~~2012~~2013 and ~~September~~March 3031, ~~2011~~2012.

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~~ Intedfinite- ~~In May 2011, the FASB issued an update that amends the guidance provided in ASC Topic 820,~~livied ~~Fair~~Intangible 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.Assets

In July 2012, the FASB issued an accounting standard update intended to simplify how an entity test indefinite-~~22-~~lived intangible assets other than goodwill for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This accounting standard update is effective for Shades Holdings beginning in the first quarter of fiscal 2014 and is not expected to have an impact on the Company’s consolidated statements.

Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income

In February 2013, the FASB issued an accounting standard update to require reclassification adjustments for other comprehensive income to be present either in the financial statements or in the notes to the financial statements. This account standard update is effective for Shades Holdings beginning in the first quarter of fiscal 2014, at which time the Company will include the required disclosures, if required.

Cumulative Translation Adjustment

In March 2013, the FASB issued an accounting standard update requiring an entity to release into net income the entire amount of a cumulative translation adjustment related to its investment in a foreign entity when as a parent it either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. This accounting standard update is effective for Shades Holdings beginning in the first quarter of fiscal 2014 and is not expected to have an impact of the Company’s consolidated financial statements.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

WeAn evaluation ~~conducted~~was ~~an evaluation~~conducted, with the participation of our ~~Chief~~ Principal Executive Officer, ~~who~~and isPrincipal ~~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 ~~September~~December 3031, 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, ~~including~~the evaluation’s 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 ~~financial officers~~Officers, ~~or persons performing similar functions,~~ as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our ~~Chief~~ Principal Executive Officer ~~has~~and Principal Financial Officer have concluded that, as of ~~September~~December 3031, 2012, our disclosure controls and procedures were not effective atdue to the ~~reasonable~~material ~~assurance~~weaknesses ~~level~~in our internal controls described below.

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 ~~September~~March 3031, ~~2012~~2013, 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.

~~-23-~~16

Changes in Internal Control over Financial Reporting

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

1 Legal Proceedings

None.

ITEM

1A Risk Factors

There are no material changes to the risk factors in our most recent Annual Report on 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~~.

ITEM

2 Unregistered Sales of Equity Securities and Use of Proceeds

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

On September 11, 2012, the Company issued an aggregate of 75,000 shares of common stock to third party in consideration for certain consulting services.

On September 11, 2012, the Company issued a 8% note in the principal amount of $32,500 to an investment fund. 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.

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.

ITEM

3 Defaults Upon Senior Securities

None.

ITEM

4 Mine Safety Disclosures .

Not applicable.

ITEM

5 Other Information

None.

~~-24-~~17

ITEM

6 Exhibits

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~~March 3031, ~~2012~~2013 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.

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

** In accordance with Rule 406T of Regulation S-T, the XBRL 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 shall not 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.

~~-25-~~18

SIGNATURES

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.

	Shades Holdings, Inc.
Dated: September 6, 2013	By:	/s/ Lucien Lallouz
Dated: December 12, 2013	By:	/s/ Lucien Lallouz
		Lucien Lallouz
		Its: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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