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 March 31, 2009
[ ] 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) | (I.R.S. Employer I.D. 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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 May 18, 2009.
| TABLE OF CONTENTS | Page |
| PART I. FINANCIAL INFORMATION |
| Item 1. Financial Statements | 3 |
| Balance Sheets as of March 31, 2009 and December 31, 2008 | 3 |
| Statements of Operations for the three months ended March 31, 2009 and 2008 and from the inception (September 29, 2008) to March 31, 2009 | 4 |
| Condensed Statements of Cash Flows for the three months ended March 31, 2009 and 2008 and from the inception (September 29, 2008) to March 31, 2009 | 5 |
| Notes to Financial Statements | 6-9 |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation | 10 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risks | 12 |
| Item 4T. Evaluation of Controls and Procedures | 12 |
PART II. OTHER INFORMATION | |
| Item 1. Legal Proceedings | 13 |
| Item 1A. Risk Factors | 13 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. Defaults Upon Senior Securities | 13 |
| Item 4. Submission of Matters to a Vote of Security Holders | 13 |
| Item 5. Other Information | 13 |
| Item 6. Exhibits and Reports on Form 8K | 13 |
| Signatures | 14 |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| FLEURS DE VIE, INC | ||||||||
| (A Development Stagement Company) | ||||||||
| BALANCE SHEET | ||||||||
| March 31, | December 31, | |||||||
| 2009 | 2008 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 200 | $ | 200 | ||||
| Total Current Assets | 200 | 200 | ||||||
| TOTAL ASSETS | $ | 200 | $ | 200 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accrued expenses | $ | 3,500 | $ | 3,500 | ||||
| Line of credit - related party | 52,948 | 51,368 | ||||||
| Total Current Liabilities | 56,448 | 54,868 | ||||||
| STOCKHOLDERS' DEFICIENCY | ||||||||
| 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 | 137,656 | 136,332 | ||||||
| Deficit accumulated during development stage | (38,054 | ) | (35,150 | ) | ||||
| Accumulated Deficit | (157,707 | ) | (157,707 | ) | ||||
| Total Stockholder's deficiency | (56,248 | ) | (54,668 | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ | 200 | $ | 200 | ||||
| The accompanying notes are integral part of this finanical statements | ||||||||
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FLEURS DE VIE, INC | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| STATEMENTS OF OPERATIONS | ||||||||||||
| (Unaudited) | ||||||||||||
| Three months ended | From inception | |||||||||||
| March 31,2009 | March 31, 2008 | (September 29, 2007) | ||||||||||
| to March 31, 2009 | ||||||||||||
| Revenues | $ | - | $ | $ | - | |||||||
| Costs and expenses: | ||||||||||||
| General and administrative expenses | 1,580 | 6,242 | 31,454 | |||||||||
| Interest expense | 1,324 | 644 | 6,600 | |||||||||
| Total costs and expenses | 2,904 | 6,886 | 38,054 | |||||||||
| NET LOSS | $ | (2,904 | ) | $ | (6,886 | ) | $ | (38,054 | ) | |||
| BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.03 | ) | |||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | $ | 1,857,000 | $ | 1,857,000 | $ | 1,857,000 | ||||||
The accompanying notes are integral part of this finanical statements | ||||||||||||
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| FLEURS DE VIE, INC | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| STATEMENT OF CASH FLOWS | ||||||||||||
| (Unaudited) | ||||||||||||
| Three months ended | From inception | |||||||||||
| March 31, | (September 29, 2007) | |||||||||||
| 2009 | 2008 | to March 31, 2009 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | $ | (2,904 | ) | $ | (6,886 | ) | $ | (38,054 | ) | |||
| Adjustments to reconcile net loss to cash | ||||||||||||
| used in operating activities: | ||||||||||||
| Imputed interest | 1,324 | 644 | 6,601 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accured expenses | - | - | 3,500 | |||||||||
| NET CASH USED IN OPERATING ACTIVITIES | (1,580 | ) | (6,242 | ) | (27,953 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Net change in line of credit from related party | 1,580 | 6,242 | 28,153 | |||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,580 | 6,242 | 28,153 | |||||||||
| NET INCREASE (DECREASE) IN CASH | 0 | - | 200 | |||||||||
| CASH, beginning of the period | 200 | - | - | |||||||||
| CASH, end of the period | $ | 200 | $ | - | $ | 200 | ||||||
| Supplemental disclosures of cash flow information: | ||||||||||||
| Cash paid for interest | $ | - | $ | - | $ | - | ||||||
| Non-cash financing activity - | ||||||||||||
| Put option on common shares | $ | - | $ | - | $ | (210,000 | ) | |||||
| Forgiveness of debt and accrued interest by related party | $ | - | $ | - | $ | 1,194 | ||||||
| The accompanying notes are integral part of this finanical statements | ||||||||||||
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FLEURS DE VIE, INC
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
Note 1. BUSINESS DESCRIPTION AND HISTORY
Fleurs De Vie, Inc. (“FDV”) was incorporated in Nevada on April 15, 2005. Prior to April 2005, FDV was a sole proprietorship. The Company designed custom florals with one store located in Boerne, Texas which ceased operations in September 2007. The results of operations of the store are classified as discontinued operations on the accompany statement of operations.
Since September 2007, FDV has been working on developing a new business and has not earned any revenue from operations. Accordingly, FDV’s activities have been accounted for as those of a Development Stage Enterprise, as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”). Among the disclosures required by SFAS 7 are that FDV’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of FDV’s inception.
Interim financial statements
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 the Company’s Annual Report filed with the SEC on Form 10-K. 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 the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for 2008 as reported in the 10-K have been omitted.
Note 2. GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has not earned any revenues from continuing operations during the three months ended March 31, 2009 and 2008. In addition, the Company has a stockholders’ deficiency and negative working capital of $56,248 as of March 31, 2009. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be result from the outcome of this uncertainty.
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Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
Use of estimates
In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets and the valuation of inventories. Actual results could differ from those estimates.
Cash and cash equivalents
Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase.
The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accounts at these institutions may, at times, exceed the federally insured limits. The Company has not experienced any losses in such accounts.
Deferred income taxes
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109) which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, SFAS 109 requires recognition of future tax benefits, such as carryforwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.
Earnings per share
The Company computes earnings per share (“EPS’) in accordance with Statement of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”), and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). SFAS No. 128 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
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Recent accounting pronouncements
In December 2007, Statement of Financial Accounting Standards No. 141(R), Business Combinations, was issued. SFAS No. 141R replaces SFAS No. 141, Business Combinations. SFAS 141R retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This replaces SFAS 141’s cost-allocation process, which required the cost of acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS 141R also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141R). SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2007 An entity may not apply it before that date. SFAS 141 (R) will significantly affect the accounting for future business combinations and we will determine the accounting as new combinations occur.
In December 2007, the FASB issued SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements - an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2007. We do not believe the adoption of SFAS No. 160 will have a material impact on our consolidated financial statements.
In February 2008, the FASB issued Staff Position No. 157-2 (FSP 157-2), which delays the effective date of FAS 157 one year for all nonfinancial assets and nonfinancial liabilities, except those recognized or disclosed at fair value in the financial statements on a recurring basis. FSP 157-2 is effective for us beginning January 1, 2009. We do not believe the adoption of FSP 157-2 will have a material impact on our consolidated financial statements.
In March 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. SFAS No. 161 is effective beginning January 1, 2009. We are currently assessing the potential impact that adoption of SFAS No. 161 may have on our financial statements.
In April 2008, the FASB issued FASB Staff Position FAS 142-3, “Determination of Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing the renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS 142, “Goodwill and Other Intangible Assets.” FSP 142-3 also requires expanded disclosure regarding the determination of intangible asset useful lives. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier adoption is not permitted. We do not believe the adoption of FSP 142-3 will have a material impact on our consolidated financial statements.
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Note 4. RELATED PARTY
On December 10, 2007 FDV entered into an unsecured revolving line of credit with its president and chief executive officer, Mr. Changming Zhang. Under this arrangement, FDV can borrow up to $50,000 with noninterest bearing and due on December 10, 2010.
On December 10, 2008, FDV amended the unsecured resolving line of credit with its president and chief executive officer by increasing the total line of credit up to $60,000 with other terms unchanged. Interest was imputed at the rate of 10% per annum.
For the three months ended March 31, 2009 and 2008, FDV has imputed interest of $1,324 and $644 respectively.
NOTE 5. INCOME TAXES
FDV has a net operating loss carry-forwards approximately $195,000 which expire between 2020 and 2023.
FDV has a deferred tax asset resulting from the tax loss carry-forwards of approximately $67,000 for which FDV has provided a 100% valuation allowance.
Due to the change of control, the net operating loss through that date will be limited under section 382 of the Internal Revenue Service.
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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 $56,248 and an accumulated deficit of $195,761 as of March 31, 2009.
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. For the three months ended March 31, 2009, the Company has imputed interest of $1,324.
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.
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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 have entered into negotiations to enter into a Share Exchange Agreement or other agreement in the future whereby American D&C Investment, Inc., a Delaware company (“American D&C”), will become our wholly owned subsidiary and that moving forward our sole business operations will be those of American D&C, however there can be no assurance such Share Exchange or other agreement will be entered into shortly after the filing of this report, if at all.
About American D&C Investment, Inc.
American D&C Investment, Inc. was organized under the laws of the State of Delaware on October 29, 2007. In June 2008, American D&C Investment, Inc. acquired 100% of the registered capital of DaQing Yueyu Oilfield Underground Technology Service Co., Ltd, a holding company that owns 95% of the registered capital of Jilin Yifeng Energy Sources Co., Ltd. (“Jilin Yifeng”), a corporation organized under the laws of People’s Republic of China. DaQing Yueyu is engaged in the business of developing, extracting and manufacturing of crude oil through its 95% owned subsidiary Jilin Yifeng in Jinlin Province.
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 MARCH 31, 2009 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2008.
We had no revenues for the three months ended March 31, 2009, and no revenues for the three months ended March 31, 2008.
We had general and administrative expenses of $1,580 for the three months ended March 31, 2009, compared to general and administrative expenses of $6,242 for the three months ended March 31 2008, a decrease in general and administrative expenses of $4,662 or 74% 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 $1,324 for the three months ended March 31, 2009, compared to interest expense of $644 for the three months ended March 31, 2008, an increase of $680 in interest expense from the prior period. Increase in our interest expense primarily due to the moving of our imputed interest rate. On December 10, 2008, the Company amended the unsecured resolving line of credit with its president and chief executive officer by increasing the total line of credit up to $60,000 with other terms unchanged. Interest was imputed at the rate of 10% per annum as compared to that of 5% for the same period of previous year.
We had net loss of $2,904 for the three months ended March 31, 2009, compared to a net loss of $6,886 for the three months ended March 31, 2008, an decrease in net loss of $3,982 from the prior period, which was due to a gain on settlement of a put liability.
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LIQUIDITY AND CAPITAL RESOURCES
We had total assets of $200 as of March 31, 2009.
We had total liabilities of $56,448 as of March 31, 2009, 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 $56,248 as of March 31, 2009.
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.
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. Our Chief Executive Officer and Chief Accounting Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of our first fiscal quarter 2009 pursuant to Rule 13a-15(b) of the Securities and Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on his evaluation, our Chief Executive Officer and Chief Accounting Officer concluded that our disclosure controls and procedures were effective as of March 31, 2009.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our management team will continue to evaluate our internal control over financial reporting in 2009 as we implement our Sarbanes Oxley Act testing.
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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: May 20, 2009 By: /s/ Changming Zhang
Changming Zhang, Chief Executive Officer
Date: May 20, 2009 By: /s/ Yongjun Wang
Yongjun Wang, Chief Financial Officer and Principal Accounting Officer
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