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SHDH > SEC Filings for SHDH > Form 8-K on 1-Jul-2013All Recent SEC Filings

Show all filings for SHADES HOLDINGS, INC.

Form 8-K for SHADES HOLDINGS, INC.


1-Jul-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Di


Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on September 7, 2012, Shades Holdings, Inc., (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 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 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, Shades Holdings, Inc. (the "Company") entered into and closed a securities purchase agreement with an accredited investor (the "Investor"), pursuant to which the Company sold 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, for an aggregate purchase price of $200,000. Repayment of the Note is due June 18, 2014. The Note bears interest at the rate of 8% per year, payable upon maturity.

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 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 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 President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer of the Company.

In connection with the 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.

Lucien Lallouz, 68, has over 35 years of experience in the celebrity and fashion designers licensing and luxury consumer product development. Throughout his career, in the late 1980's Lucien Lallouz created the first ever celebrity fragrances, for Julio Iglesias, followed by the longest running Broadway theatrical musical, The Phantom of the Opera and a special 50th anniversary . . .



Item 2.01 Completion of Acquisition or Disposition of Assets.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory

Arrangements of Certain Officers.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.



Item 8.01 Other Events.

On June 24, 2013, the Company paid $40,000 to Asher Enterprises, Inc. ("Asher") in full satisfaction of the convertible note, dated September 11, 2012, in the original principal amount of $32,500, issued by the Company to Asher.

On July 1, 2013, the Company issued a press release, a copy of which is attached as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1 Agreement, dated November 27, 2012, between the Company and Creative
10.2 Investments 2012 LLC Securities Purchase Agreement, dated June 18, 2013, between the Company and the Investor
10.3 Amended and Restated Promissory Note, issued to the Investor
10.4 Warrant, dated June 18, 2013, issued to the Investor
10.5 Warrant, dated June 28, 2013, issued to the Investor
10.6 Share Exchange Agreement, dated June 19, 2013, between the Company, Shades of Fragrances, Inc. and Mr. Lucien Lallouz

10.7 Convertible Promissory Note, dated June 19, 2013

10.8 Stock Purchase Agreement, dated June 19, 2013, between the Company and Sean Lyons

99.1 Press Release, dated July 1, 2013

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