China Daqing M&H Petroleum (CHDP) 10-Q 2008 Q4 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]         QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended September 30, 2008

[   ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from __________ to ____________

Commission file number 333-131084

FLEURS DE VIE, INC

(Exact name of registrant as specified in its charter)

Nevada 20-2388650

(State of other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

c/o American Union Securities 100 Wall Street - 15th Floor, New York, NY 10005

(Address of principal executive offices)

212-232-0120

(Registrant’s telephone number including area code)

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

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

      Large accelerated filer [  ]     Accelerated filer [  ]     Non-accelerated filer [  ]       Smaller reporting company [ x]

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

There were 1,857,000 shares outstanding of registrant’s common stock, par value $0.001 per share, as of November 12, 2008.

TABLE OF CONTENTS	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	1
Condensed Balance Sheets as of September 30, 2008 (Unaudited) and December 31, 2008 (Audited)	1
Condensed Statements of Operations for the nine and three months ended September 30, 2008 and 2007 (Unaudited)	2
Condensed Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 (Unaudited)	3
Notes to Condensed Financial Statements	4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation	5
Item 3. Quantitative and Qualitative Disclosures About Market Risks	8
Item 4. Evaluation of Controls and Procedures	8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	9
Item 1A. Risk Factors	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3. Defaults Upon Senior Securities	9
Item 4. Submission of Matters to a Vote of Security Holders	9

Item 5. Other Information	9
Item 6. Exhibits and Reports on Form 8K	9

Signatures  10

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FLEURS DE VIE, INC.
BALANCE SHEET
(UNAUDITED)
	September 30,			December 31,
	2008			2007
ASSETS
CURRENT ASSETS:
Cash	$	-		$	-
Prepaid Expense		2,500			-
Total Current Assets		2,500			-
	$	2,500		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	2,300		$	-
Put option liability		14,000			210,000
Short term debt		1,194			1,194
Line of credit - related party		36,368			24,795
Total Current Liabilities		53,862			235,989
COMMITMENTS & CONTINGENCIES		-			-
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value; 10,000,000 shares
authorized, none issued and outstanding		-			-
Common stock, $.001 par value; 140,000,000 shares
authorized, 1,857,000 issued and outstanding		1,856			1,856
Additional paid-in capital		106,854			(78,457	)
Accumulated Deficit		(160,072	)		(159,388	)
Total Stockholder's Deficit		(51,362	)		(235,989	)
	$	2,500		$	-

See noted to consolidated financial statements.

1

FLEURS DE VIE, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
	For the three months ended						For the nine months ended
	September 30,						September 30,
	2008			2007			2008			2007
Revenues	$	-		$	-		$			$	185
General and administrative expenses		5,756			15,181			26,371			33,811
Interest expense		867			457			2,313			6,726
Gain on settlement of put option liability		(28,000	)		-			(28,000	)		-
NET INCOME (LOSS)	$	21,377		$	(15,638	)	$	(684	)	$	(40,352	)
NET INCOME (LOSS) PER SHARE - BASIC and DILUTED	$	0.01		$	(0.01	)	$	(0.00	)	$	(0.02	)
WEIGHTED AVERAGE OF COMMON SHARES
OUTSTANDING -  BASIC and DILUTED		1,857,000			1,857,000			1,857,000			1,857,000

See noted to consolidated financial statements.

2 

FLEURS DE VIE, INC
STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the nine months ended
	September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(684	)	$	(40,352	)
Adjustments to reconcile net loss to cash provided
by (used) in operating activities:      Gain on settlement of put option liability		(28,000	)		-
Prepaid Expense		(2,500	)		-
Imputed interest expense		2,312			766
Accounts receivable		-			173
Accounts payable and accrued expenses		2,300			(11,175	)
NET CASH USED IN OPERATING ACTIVITIES		(26,572	)		(50,588	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Contribution to capital		15,000			14,624
Line of credit - related party - Proceeds		11,572			14,450
Line of credit - related party - Repayments		-			(27,930	)
Proeeds from intent to sell stock		-			50,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		26,572			51,144
NET CHANGE IN CASH		-			556
CASH, beginning of the period		-			194
CASH, end of the period	$	-		$	750
Supplemental disclosures of cash flow information:
Cash paid:
Interest	$	-		$	-
Taxes		-			-
Non-cash financing activity  -
Reclassification of put option to equity	$	168,000		$	-

See noted to consolidated financial statements.

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FLEURS DE VIE, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Fleurs de Vie, Inc., ("FDV"), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in FDV's December 31, 2007 annual report on Form 10KSB.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal year 2007, as reported have been omitted.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Fleurs De Vie has had recurring net losses and has an accumulated deficit as of September 30, 2008. These conditions raise substantial doubt as to Fleurs De Vie’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Fleurs de Vie is unable to continue as a going concern.

NOTE 3- RELATED PARTY

 In May 2005, FDV signed an unsecured promissory note for $25,000 of services.   The note was due in May 2006, bears 0% interest if paid by maturity and 10% interest if paid thereafter. Interest of 10% was being imputed and expensed as a contribution to capital up to May 15, 2006. Subsequent to the due date, interest was accrued and charged to expense. As of September 30, 2008, $1,194 was due under this note.

On December 10, 2007, FDV entered into a revolving line of credit with its president and chief executive officer, Mr. Changming Zhang.  Under this arrangement, FDV can borrow up to $50,000. The note is unsecured and bears no interest. Any unpaid principal is due on December 10, 2010. Past due amounts will bear interest of 0%. Interest of 10% is being imputed and expensed as a contribution to capital. As of September 30, 2008, $13,632 was available for borrowing under the line of credit.

During the nine months ended September 30, 2008, a shareholder contributed $15,000 to FDV for payment of FDV’s expenses.

NOTE 4 – PUT OPTION

In connection with the change of control in 2007, the Sellers retained an aggregate of 210,000 shares of FDV common stock, which were subject to a “put” option.  Pursuant to the “put” option, the Sellers can elect to sell any part of the 210,000 shares back to FDV during a period of sixty (60) days beginning on July 1, 2008, for consideration of $1.00 per share.  If elected and FDV is unable to pay the Sellers in connection with the “put” option, for a period of five (5) days following any  exercise of the “put” option by the Sellers, the Sellers have the right to require FDV to issue them additional shares of common stock equal to three (3) times the total amount of money owed pursuant to the “put” option divided by the closing price of our common stock on the day the “put” option is defaulted.

As of September 30, 2008, two of the Sellers exercised their put option.  FDV was able to arrange third party purchases of 140,000 shares directly from the Sellers.  The fair value of the put option at the settlement date and September 30, 2008 was $.20 per share resulting in a gain of $28,000 for the 140,000 shares settled by the third parties in place of FDV.  At September 30, 2008, 70,000 shares with the put option remain with a value of $14,000.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF FLEURS DE VIE, INC. ("FLEURS", ”FDV,” "THE COMPANY", "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.

OVERVIEW

We were incorporated in Nevada on April 15, 2005, as "Fleurs De Vie." On September 9, 2005, we filed a Certificate of Correction with the State of Nevada to have our registered name corrected to "Fleurs De Vie, Inc." In the course of our day-to-day business operations in the State of Texas, which operations have now been discontinued, we were operating under the approved assumed name of "FDV, Inc." Our principal executive offices are located c/o American Union Securities 100 Wall Street, 15th Floor, New York, NY 10005 and our phone number is 212-232-0120.

We have generated nominal revenues since inception, and had a working capital deficit of $51,362 and an accumulated deficit of $160,072 as of September 30, 2008.

PLAN OF OPERATIONS

Management believes that since we have ceased operations, the fact that our expenses are limited, and that our officers, Directors and employees do not draw a salary, that we will have sufficient funding to meet our working capital, capital expenditures and business development needs for approximately the next three months if no additional financing is raised.  On December 10, 2007, FDV entered into a revolving line of credit with its president and chief executive officer, Mr. Changming Zhang.  Under this arrangement, FDV can borrow up to $50,000. The note is unsecured and bears no interest. Any unpaid principal is due on December 10, 2010. Past due amounts will bear interest of 10%.

We will rely on the commitment of our President and Chief Executive Officer, Mr. Changming Zhang. Mr. Zhang has provided us with working capital in the form of an open line of credit totaling $50,000. As of September 30, 2008, $13,632 was available for borrowing under the line of credit.

We are continuing our efforts to locate a merger candidate for the purpose of a merger. It is possible that we will be successful in locating such a merger candidate and negotiating such a merger. However, if we cannot effect a non cash transaction, we may have to raise funds through an offering of our securities. There is no assurance that we will be able to raise such funds.

We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will commonly take the form of a merger, stock for stock exchange or stock for assets exchange. No assurances can be given that we will be successful in locating or negotiating with any such target company.

A business combination with a target company will normally involve the transfer to the target company of the majority of our issued and outstanding common stock and the substitution by the target company of its own management and board of directors.

No assurances can be given that we will be able to enter into a business combination, or the terms of the business combination, or as the nature of the target company.

We are determined to take advantage of the prospects for this re-organization. We will continue as a fully reporting company.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2007.

We had no revenues for the three months ended September 30, 2008, and no revenues for the three months ended September 30, 2007

We had general and administrative expenses of $5,756 for the three months ended September 30, 2008, compared to general and administrative expenses of $15,181 for the three months ended September 30, 2007, a decrease in general and administrative expenses of $9,425 or 62% from the prior period. General and administrative expenses for the three months ended September 30, 2008 generally related to legal and accounting fees.

We had interest expense of $867 for the three months ended September 30, 2008, compared to interest expense of $457 for the three months ended September 30, 2007, an increase of $410 in interest expense from the prior period.

We had net income of $21,377 for the three months ended September 30, 2008, compared to a net loss of $15,638 for the three months ended September 30, 2007, an increase in net income of $37,015 from the prior period, which was due to a gain on settlement of a put liability.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION(Continued)

LIQUIDITY AND CAPITAL RESOURCES

We had total assets of $2,500 as of September 30, 2008.

We had total liabilities of $53,862 as of September 30, 2008, all are current liabilities. We entered into a master revolving line of credit with Mr. Zhang, in December 2007. We can borrow up to $50,000 under the line of credit. The line of credit bears no interest and any unpaid principal is due on December 31, 2010. Past due amounts not paid on December 31, 2010 will bear interest at the rate of 10% per year until paid in full.

We had negative working capital of $51,362 as of September 30, 2008.

In the future, we may be required to seek additional capital by selling debt or equity securities, or otherwise be required to bring cash flows in balance when it approaches a condition of cash insufficiency. The sale of additional equity securities, if accomplished, may result in dilution to our shareholders. We cannot be assured however, that financing will be available in amounts or on terms acceptable to us, or at all.

RISK FACTORS

Some of the Risk Factors described below relate to our operations as a floral services company, a business which has been discontinued. In the event that we enter into a Share Exchange or similar agreement in the future with another entity, our business and officers and Directors will likely change to those of the entity we enter into such agreement with, and as such, our operations will be subject to separate risks not discussed below.  In the event we do consummate a Share Exchange or similar transaction in the future, of which there can be no assurance, we plan to include significant risk factors relating to such transaction and our resulting business operations in the Form 8-K we will file disclosing such transaction.  In the event that a Share Exchange or similar transaction does not close in the future, our operations will remain those of a floral services company and the Risk Factors described below will continue to relate to our business operations.

WE HAVE FUTURE CAPITAL NEEDS AND WITHOUT RAISING ADEQUATE CAPITAL, WE MAY BE UNABLE TO EFFECTUATE A BUSINESS COMBINATION.

Our President, Changming Zhang has committed up to $50,000 in capital to us via a non-interest bearing unsecured line of credit of which $36,368 had been advanced as of September 30, 2008, and approximately $13,632 remained as of  September 30, 2008. If financing is available, it may involve issuing securities senior to our then existing shareholders or equity financings that are dilutive to holders of our existing stock. In addition, in the event we are not able to raise additional capital, there is every likelihood that we may be unable to locate an attractive business combination, which may make any investment in us worthless.

OUR AUDITOR HAS RAISED DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN.

We have generated nominal revenues since inception; had an accumulated deficit of $160,072 and negative working capital of $51,362 as of September 30, 2008. This factor among others indicates that we may be unable to continue as a going concern, particularly in the event that we cannot obtain additional financing and/or attain profitable operations. We ceased operations in September of 2007 and are now looking for a merger candidate.  There can be no assurances that we will be successful in locating a merger candidate.

WE ARE HIGHLY DEPENDENT ON CHANGMING ZHANG, OUR CHIEF EXECUTIVE OFFICER AND YONGJUN WANG, OUR CHIEF FINANCIAL OFFICER, RESPECTIVELY.

Our performance is substantially dependent on the performance of Changming Zhang, our Chief Executive Officer, and Yongjun Wang, our Chief Financial Officer. The loss of the services of either Mr. Zhang or Mr. Wang will have a material adverse effect on our business, results of operations and financial condition.

WE HAVE NOT AND DO NOT ANTICIPATE PAYING ANY CASH DIVIDENDS ON OUR COMMON STOCK AND BECAUSE OF THIS OUR SECURITIES COULD FACE DEVALUATION IN THE MARKET.

We have paid no cash dividends on our Common Stock to date and it is not anticipated that any cash dividends will be paid to holders of our Common Stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As an investor, you should take note of the fact that a lack of a dividend can further affect the market value of our stock, and could significantly affect the value of any investment in us.

WE HAVE CEASED OPERATIONS AND ARE CURRENTLY ATTEMPTING TO LOCATE VARIOUS MERGER AND ACQUISITION OPPORTUNITIES.

We are currently looking for a merger candidate. In the event that we do enter into a merger and/or acquisition with a separate company in the future, our majority shareholders will likely change and new shares of common stock could be issued resulting in substantial dilution to our then current shareholders. As a result, our new majority shareholders will likely change the composition of our Board of Directors and replace our current management. The new management will likely change our business focus and we can make no assurances that our new management will be able to properly manage our direction or that this change in our business focus will be successful. If we do enter into a merger or acquisition, and our new management fails to properly manage and direct our operations, we may be forced to scale back or abandon our operations, which will cause the value of our common stock to decline or become worthless. We have not entered into any merger or acquisition agreements as of the date of this filing.

OUR BYLAWS PROVIDE FOR INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS, SO IT WILL BE DIFFICULT TO SEEK DAMAGES FROM OUR OFFICERS AND/OR DIRECTORS IN A AWSUIT.

Our Bylaws provide that our officers and Directors will only be liable to us for acts or omissions that constitute actual fraud, gross negligence or willful and wanton misconduct. Thus, we may be prevented from recovering damages for certain alleged errors or omissions by our officers and Directors for liabilities incurred in connection with their good faith acts on our behalf. Additionally, such an indemnification payment on behalf of our officers and/or Directors may deplete our assets. Investors who have questions respecting the fiduciary obligations of our officers and Directors should consult with their own independent legal counsel prior to making an investment in us. Additionally, it is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the 1933 Act and the rules and regulations hereunder is against public policy and therefore unenforceable.

NEVADA LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF PREFERRED STOCK, WHICH SHARES MAY HAVE RIGHTS AND PREFERENCES REATER THAN OUR COMMON STOCK.

Pursuant to our Articles of Incorporation, we have 140,000,000 shares of Common Stock and 10,000,000 shares of preferred stock ("Preferred Stock") authorized. As of the filing of this report, we have 1,857,000 shares of Common Stock issued and outstanding and - 0 - shares of Preferred Stock issued and outstanding. As a result, our Board of Directors have the ability to issue a large number of additional shares of Common Stock without shareholder approval, which if issued would cause substantial dilution to our then shareholders. Additionally, shares of Preferred Stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors. As a result, shares of Preferred Stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, provide the holders of the Preferred Stock the right to convert the shares of Preferred Stock they hold into shares of our Common Stock, which may cause substantial dilution to our then Common Stock shareholders and/or have other rights and preferences greater than those of our Common Stock shareholders. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of Common Stock and Preferred Stock, which could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any Preferred Stock, which we may issue may be exacerbated given the fact that such Preferred Stock may have super majority voting rights and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to this offering and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of Common Stock and/or Preferred Stock may cause the value of our securities to decrease and/or become worthless.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION(Continued)

THE MARKET FOR OUR COMMON STOCK IS HIGHLY ILLIQUID AND WE ANTICIPATE THE MARKET FOR SUCH STOCK TO CONTINUE TO BE ILLIQUID AND HIGHLY VOLATILE IN THE FUTURE.

Our Common Stock is currently traded on the Over-The-Counter Bulletin Board under the symbol "FDVE," however; we have had little to no trading in our Common Stock to date. If there is a market for our Common Stock in the future, we anticipate that such market would be illiquid and would be subject to wide fluctuations in response to several factors, including, but not limited to:

(1) Actual or anticipated variations in our results of operations;

(2) Our ability or inability to generate new revenues;

(3) Increased competition; and

(4) Conditions and trends in the floral services industry.

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance which include stock market fluctuations, general economic, political and overall global market conditions, such as recessions, interest rates or international currency fluctuations. Any and all of these factors, while unrelated directly to us, may adversely affect the market price and liquidity of our Common Stock.

IF WE ARE LATE IN FILING OUR QUARTERLY OR ANNUAL REPORTS WITH THE SEC, WE MAY BE DE-LISTED FROM THE OVER-THE-COUNTER BULLETIN BOARD.

Pursuant to Over-The-Counter Bulletin Board ("OTCBB") rules relating to the timely filing of periodic reports with the SEC, any OTCBB issuer which fails to file a periodic report (Form 10-QSB's or 10-KSB's) by the due date of such report (not withstanding any extension granted to the issuer by the filing of a Form 12b-25), three (3) times during any twenty-four (24) month period is automatically de-listed from the OTCBB. Such removed issuer would not be re-eligible to be listed on the OTCBB for a period of one-year, during which time any subsequent late filing would reset the one-year period of de-listing. If we are late in our filings three times in any twenty-four (24) month period and are de-listed from the OTCBB, our securities may become worthless and we may be forced to curtail or abandon our business plan.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATIONS OF PENNY STOCKS.

We are subject to the SEC’s “penny stock” rules as our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation.

In addition, the penny stock rules require that prior to a transaction; the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

ITEM 4. EVALUATION OF CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-QSB (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures are not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded,  processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Our independent registered public accounting firm identified material adjustments during their work on the quarter ending September 30, 2008.  The company is in the process of upgrading the disclosure controls and procedures by increased supervision and review of personnel responsible for financial reporting.

(b)  Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 1A. RISK FACTORS.

        There have been no material changes from the risk factors included in the Annual Report on Form 10-KSB for the year ended December 31, 2007.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.

ITEM 5. OTHER INFORMATION

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K 

31.1  - Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2  - Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  - Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FLEURS DE VIE, INC.

      Date: November 12, 2008  By:  /s/ Changming Zhang

        Changming Zhang

       Chief Executive Officer

      Date: November 12, 2008  By:  /s/ Yongjun Wang

        Yongjun Wang

        Chief Financial Officer

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