As filed with the Securities and Exchange Commission on January 18, 2006
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM SB-2
Registration Statement
Under the Securities Act of 1933
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FLEURS DE VIE, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 7389 20-2380650
(State or other (North American Industry (I.R.S. Employer
jurisdiction of Classification System Identification
incorporation or NAICS) Number)
organization)
Harold A. Yount, Jr. Harold A. Yount, Jr.
FLEURS DE VIE, INC. FLEURS DE VIE, INC.
206 East Roosevelt 206 East Roosevelt
Boerne, TX 78006 Boerne, TX 78006
(830) 249-1679 (830) 249-1679
(Address, and telephone number (Name, address and telephone number
of principal executive offices) of agent for service)
Copies to:
DAVID M. LOEV, JOHN S. GILLIES
DAVID M. LOEV, ATTORNEY AT LAW DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY, SUITE 1000 & 2777 ALLEN PARKWAY, SUITE 1000
HOUSTON, TEXAS 77019 HOUSTON, TEXAS 77019
PHONE:(713) 524-4110 PHONE:(713) 524-4110
FAX: (713) 524-4122 FAX: (713)_456-7908
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE BEING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) PRICE(1)(2) REGISTRATION FEE
- ------------------------- ---------- ------------- ------------ -----------------
Common Stock to be Resold 255,500 $ 0.20 $ 51,100 $ 6.01
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TOTAL 255,500 $ 0.20 $ 51,100 $ 6.01
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(1) The offering price is the stated, fixed price of $0.20 per share until
the securities are quoted on the OTC Bulletin Board for the purpose of
calculating the registration fee pursuant to Rule 457.
(2) This amount has been calculated based upon Rule 457(c) and the amount is
only for purposes of determining the registration fee, the actual amount
received by a selling shareholder will be based upon fluctuating market prices
once the securities are quoted on the OTC Bulletin Board.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of or until the registration statement shall become effective
on such date as the SEC, acting pursuant to said Section 8(a), may determine.
FLEURS DE VIE, INC.
RESALE OF 255,500 SHARES OF COMMON STOCK
The selling stockholders listed on page 23 may offer and sell up to 255,500
shares of our common stock under this Prospectus for their own account.
Currently our stock is not traded on any public trading market. Shares
offered by the selling stockholders will be sold at the stated, fixed price of
$0.20 per share until the securities are quoted on the OTC Bulletin Board and
thereafter may sell at prevailing market prices or privately negotiated prices.
A current Prospectus must be in effect at the time of the sale of the
shares of common stock discussed above. We will not receive any proceeds from
the resale of common stock by the selling stockholders. The selling stockholders
will be responsible for any commissions or discounts due to brokers or dealers.
We will pay all of the other offering expenses.
Each selling stockholder or dealer selling the common stock is required to
deliver a current Prospectus upon the sale. In addition, for the purposes of
the Securities Act of 1933, selling stockholders may be deemed underwriters.
Therefore, the selling stockholders may be subject to statutory liabilities if
the registration statement, which includes this Prospectus, is defective by
virtue of containing a material misstatement or failing to disclose a statement
of material fact. We have not agreed to indemnify any of the selling
stockholders regarding such liability.
THIS INVESTMENT INVOLVES NEITHER THE SEC NOR ANY
A HIGH DEGREE OF RISK. YOU STATE SECURITIES COMMISSION
SHOULD PURCHASE SHARES ONLY IF HAS APPROVED OR DISAPPROVED OF
YOU CAN AFFORD A COMPLETE THESE SECURITIES, OR
LOSS. WE URGE YOU TO READ THE DETERMINED IF THIS PROSPECTUS
"RISK FACTORS" SECTION IS TRUTHFUL OR COMPLETE. ANY
BEGINNING ON PAGE 7 ALONG REPRESENTATION TO THE CONTRARY
WITH THE REST OF THIS IS A CRIMINAL OFFENSE.
PROSPECTUS BEFORE YOU MAKE
YOUR INVESTMENT DECISION.
The date of this Prospectus is , 2005
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TABLE OF CONTENTS
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PAGE
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Prospectus Summary 4
Summary Financial Data 5
Risk Factors 7
Use of Proceeds 11
Dividend Policy 11
Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Description of Business 15
Directors and Executive Officers 18
Executive Compensation 19
Indemnification of Officers and Directors 19
Certain Relationships and Related Transactions 20
Security Ownership of Certain Beneficial Owners and Management 21
Description of Capital Stock 21
Shares Available for Future Sale 22
Plan of Distribution and Selling Stockholders 23
Market for Common Equity and Related Stockholder Matters 25
Interest of Named Experts and Counsel 25
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 26
Description of Property 26
Legal Proceedings 26
Legal Matters 26
Controls and Procedures 26
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 27
Additional Information 27
Financial Statements 28
Part II 29
PART I - INFORMATION REQUIRED IN PROSPECTUS
ABOUT THIS PROSPECTUS
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You should only rely on the information contained in this Prospectus. We
have not authorized anyone to provide you with information different from that
contained in this Prospectus. The selling security holders are offering to sell,
and seeking offers to buy, shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this Prospectus is
accurate only as of the date of this Prospectus, regardless of the time of
delivery of this Prospectus or of any sale of common stock.
This summary highlights selected information contained elsewhere in this
Prospectus. To understand this offering fully, you should read the entire
Prospectus carefully, including the risk factors and financial statements.
All references to "we," "our," "us," "FDV," or the "Company," refer to
Fleurs De Vie, Inc., a Nevada corporation unless specifically stated otherwise.
PROSPECTUS SUMMARY
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The following summary is qualified in its entirety by the detailed
information appearing elsewhere in this Prospectus. The securities offered
hereby are speculative and involve a high degree of risk. See "Risk Factors."
Fleurs De Vie, Inc. provides upscale custom floral design services and
finished natural floral products to the general public. We custom-design and
produce projects as small as single floral vases and as big as all encompassing
floral arrangements and services for large events such as weddings, parties and
banquets.
Our services include:
o Pre-event conferences and surveys with clients to inventory the
needs and wishes of the client;
o Determining budget constraints and developing design schemes
within those budget constraints;
o Pricing for custom designed and specified floral arrangements
tailored to the client's wishes and needs;
o Developing coherent floral themes for events. Refining the
client's ideas into tangible concepts and designs;
o Defining the physical and logistical scope of client events;
o Preparing detailed pricing and budgets;
o Personal review of event venue(s) where necessary;
o Individual hand selection of floral materials, containers and
accoutrements;
o Production, delivery and placement of arrangements and accessories;
and
o Unique floral decorating of special client venue features such as
wedding cakes, registry tables, dinner tables, buffet tables,
platforms, podiums, stages, windows, walkways, runways and any other
potential opportunities for floral display.
The individual products which we offer for sale to our customers include:
o Various individual floral arrangements in containers as small as
bud vases to large baskets;
o Various table and general decorating flower arrangements;
o Handheld arrangements including bouquets and nosegays;
o Adornment items such as corsages, boutonnieres and headdresses;
o Household decorations such as holiday wreaths and decorated garlands;
and
o Large display items such as floral sprays, large centerpieces and
large containers.
In addition to the services and products listed above, we may increase our
product lines in the future to include custom made silk flower arrangements and
we may elect to grow in the future by offering franchise opportunities to
interested parties.
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We were incorporated in Nevada on April 15, 2005 as "Fleurs De Vie." On
June 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, we are operating under
the approved assumed name of "FDV, Inc." Our principal executive offices are
located at 206 East Roosevelt, Boerne, Texas, 78006, our telephone number is
830-249-1679 and our fax number is 830-249-1260. We have a website located at
http://www.FDVie.com, which includes information which we do not wish to be
included in this Prospectus.
SUMMARY OF THE OFFERING:
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COMMON STOCK OFFERED: 255,500 shares by selling stockholders
COMMON STOCK OUTSTANDING
BEFORE THE OFFERING: 1,855,500 shares
COMMON STOCK OUTSTANDING
AFTER THE OFFERING: 1,855,500 shares
USE OF PROCEEDS: We will not receive any proceeds
from the shares offered by the selling
stockholders. See "Use of Proceeds."
RISK FACTORS: The securities offered hereby
involve a high degree of risk, including
risks associated with our need for
additional financing, our ability to
continue as a going concern, that we
have a limited operating history, that
we currently depend on a small number of
major customers for the majority of our
revenues, that our operations may be
affected by the cyclical nature of
weddings, we depend heavily on our
officers and directors, that our
President and Vice President can vote a
majority of our outstanding shares, that
we do not anticipate paying any
dividends on our Common Stock, that our
Articles of Incorporation and Bylaws
provide for indemnification of our
officers and Directors, that we face
intense competition for our services and
products, that our results of operations
and the ultimate ability of us to
continue our business plan is based on
our ability to manage our growth, that
Nevada law and our Articles of
Incorporation allow our Director to
issue shares of Common and Preferred
Stock without shareholder approval, that
we do not currently have a public market
for our securities, and the penny stock
restrictions on our common stock. See
"Risk Factors."
NO MARKET: No assurance is provided that a
market will be created for our
securities in the future, or at all. If
in the future a market does exist for
our securities, it is likely to be
highly illiquid and sporadic.
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SUMMARY FINANCIAL DATA
----------------------
You should read the summary financial information presented below, which
comes from our unaudited financial statements for the nine months ending
September 30, 2005 and our audited financial statements for the year ended
December 31, 2004 appearing elsewhere in this Prospectus. You should read this
summary financial information in conjunction with our plan of operation,
financial statements and related notes to the financial statements, each
appearing elsewhere in this Prospectus.
STATEMENT OF OPERATIONS / INCOME:
Three Months Ended Year Ended
September 30, 2005 December 31, 2004
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Sales $ 2,108 $ 14,347
Cost of Sales 1,597 12,384
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Gross Profit $ 511 $ 1,963
General and Administrative Expenses $ 811 $ 1,879
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Net Income (loss) $ (300) $ 84
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BALANCE SHEET:
September 30, 2005 December 31, 2004
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ASSETS
Cash $ 10,529 $ 1,949
Accounts Receivable 595 -
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Total Assets $ 11,124 $ 1,949
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LIABILITIES
Current Liabilities $ 26,102 $ 2,311
Long-Term Liabilities 11,207 1,830
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Total Liabilities $ 37,309 $ 4,141
STOCKHOLDER'S/PROPRIETOR'S DEFICIT
Common Stock $ 1,803 $ -
Paid-in Capital 16,529 -
Accumulated Deficit/
Proprietor's Deficit (44,517) 2,192
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Total Stockholders' Deficit (26,185) 2,192
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Total Liabilities &
Stockholders' Deficit $ 11,124 $ 1,949
================== =================
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RISK FACTORS
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This Prospectus contains certain forward-looking statements. Actual results
could differ materially from those projected in the forward-looking statements
as a result of certain of the risk factors set forth below. The shares being
offered hereby involve a high degree of risk. Prospective investors should
consider the following risk factors inherent in and affecting the business of
the Company and an investment in the shares.
WE HAVE FUTURE CAPITAL NEEDS AND WITHOUT RAISING ADEQUATE CAPITAL, WE MAY BE
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FORCED TO CURTAIL OR CEASE OUR BUSINESS OPERATIONS IN THE FUTURE.
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We depend to a great degree on the ability to attract external financing in
order to conduct business activities. We believe we can continue our business
operations for approximately the next twelve months, assuming that our expenses
maintain their current levels, due to the fact that our principals have
committed up to $25,000 in additional capital to us via non-interest bearing
unsecured lines of credit, of which approximately $14,000 remains; however, we
can provide no assurances that the capital we have raised, and the additional
capital available to us from our principals, will be adequate for our long-range
growth. 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 our growth will be restricted
and we may be forced to scale back or curtail implementing our business plan
and/or cease our business operations altogether, which may make any investment
in us worthless.
OUR AUDITOR HAS RAISED DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN.
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We have generated nominal revenues since inception, and had a proprietor's
deficit of ($2,192) as of December 31, 2004 and a stockholders' deficit of
($26,185) as of September 30, 2005. Additionally, our sole employee, Brenda
Yount, who is also a significant shareholder of us, runs our operations. These
factors among others indicate 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. The accompanying financial statements do
not include any adjustments that might result from the outcome of this
uncertainty and if we cannot continue as a going concern, your investment in us
could become devalued or even worthless.
WE HAVE A LIMITED OPERATING HISTORY AND BECAUSE OF THIS IT MAY BE DIFFICULT TO
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EVALUATE OUR CHANCES FOR SUCCESS.
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We were formed as a Nevada corporation in April 2005. From October 2002,
until our incorporation, we operated as a sole proprietorship. While we believe
that our operating history since inception has shown a continually upward trend
in both the total number and the volume of our sales, because of the speculative
nature of the floral design business, we can provide no assurances that our
sales, if any, will continue to increase in the future. We need to arrange new
agreements, raise capital, and pay expenses and general administrative fees.
Although we feel our sole employee, Brenda Yount has significant experience in
the floral design industry, we are a relatively new company and, as such, run a
risk of not being able to compete in the marketplace because of our relatively
short existence. New companies in the competitive environment of floral design,
such as ours, may have difficulty in continuing in the highly competitive floral
design industry, and as a result, we may be forced to abandon or curtail our
business plan. Under such a circumstance, the value of any investment in us may
become worthless.
WE CURRENTLY DEPEND ON ONLY A SMALL NUMBER OF MAJOR CUSTOMERS FOR OUR REVENUES,
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AND IF ANY OF THOSE CUSTOMERS WERE LOST, IT COULD HAVE A MATERIALLY ADVERSE
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EFFECT ON OUR REVENUES.
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We received approximately seventy-nine percent (79%) of our revenues from a
total of only eleven (11) customers since inception, and approximately forty-six
percent (46%) of our revenues from a total of only five (5) customers for the
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period ending September 30, 2005. With the exception of one recurring customer,
each client account was invoiced for services we performed in connection with a
large wedding. We typically receive a large percentage of our revenues from a
small number of large weddings each year. Due to the nature of weddings, i.e.
that they are normally a one-time event, the majority of our past customers who
accounted for the majority of our revenues are not and will not be repeat
customers. As a result, we will need to continue marketing our services and will
need to continue receiving revenues from a small number of large weddings and/or
events. If we fail to receive revenues from large weddings and/or events in the
future, it would have a materially adverse effect on our revenues and results of
operations. If this were to happen, we could be forced to curtail or abandon our
business plan and/or operations and any investment in us could become worthless.
OURREVENUESARE HIGHLY DEPENDENT ON SALES DUE TO LARGE WEDDINGS, AND AS A RESULT,
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OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY THE CYCLICAL NATURE OF
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WEDDINGS IN THE UNITED STATES.
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As stated above, we are highly dependent on a small number of large
weddings and other events for our revenues. The market for weddings in the
United States is cyclical in varying degrees, and typically experiences
fluctuations in the number of weddings which occur from month to month.
According to statistics on www.theknot.com, the majority of weddings occur
between the months of May and October each year, with substantially less
weddings occurring between the months of November to April. As a result, our
results of operations for the months from November to April may be substantially
less than our results of operations during the months from May to October due to
the fact that there are typically less weddings occurring during those months.
As a result, our results of operations for one quarterly period may not give an
accurate projection of our results of operations for the entire fiscal year
and/or may vary significantly from one quarter to the other.
WE ARE HIGHLY DEPENDENT ON ALEX YOUNT AND HIS WIFE, BRENDA YOUNT, OUR CHIEF
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EXECUTIVE OFFICER AND VICE PRESIDENT, RESPECTIVELY, AND IF WE LOSE THEM, WE WILL
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FACE SIGNIFICANT HURDLES TO CONTINUING OUR BUSINESS OPERATIONS.
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Our performance is substantially dependent on the performance of Alex
Yount, our Chief Executive Officer, and his wife Brenda Yount, our Vice
President. The loss of the services of either Alex Yount and/or Brenda Yount
will have a material adverse effect on our business, results of operations and
financial condition. In addition, we rely on Mr. and Mrs. Yount's discretion in
the direction of our business and the agreements they enter into. The absence of
Mrs. Yount will force us to seek a replacement who may have less experience or
who may not understand our business as well, or we may not be able to find a
suitable replacement. Without the expertise of Mrs. Yount, or an immediate and
qualified successor, we may be forced to curtail our operations and/or cease our
operations entirely, making the value of any investment in us worthless.
OUR CHIEF EXECUTIVE OFFICER AND VICE PRESIDENT POSSESS MAJORITY CONTROL OVER OUR
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OPERATIONS, AND BECAUSE OF THIS THEY MAY CHOOSE A PLAN OF ACTION WHICH WILL
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DEVALUE OUR OUTSTANDING SECURITIES.
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Our Chief Executive Officer and Vice President control approximately 48.5%
of our outstanding Common Stock. Accordingly, our Chief Executive Officer and
Vice President possess significant influence over matters submitted to our
stockholders for approval. These matters include the election of directors,
approval of or rejection of mergers and consolidations, and the sale of all or
substantially all of our assets. Additionally, these individuals have
significant control over any shareholder votes to prevent or cause a change in
control of us. This amount of control by our founders provides them substantial
ability to determine our future, and as such, they may elect to shut down our
operations, change our business plan and/or make any number of other major
business decisions. This control may eventually make the value of any investment
in us worthless.
WE HAVE NOT AND DO NOT ANTICIPATE PAYING ANY CASH DIVIDENDS ON OUR COMMON STOCK
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AND BECAUSE OF THIS OUR SECURITIES COULD FACE DEVALUATION IN THE MARKET.
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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
-8-
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.
OUR BYLAWS PROVIDE FOR INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS, SO IT WILL
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BE DIFFICULT TO SEEK DAMAGES FROM OUR OFFICERS AND/OR DIRECTORS IN A LAWSUIT.
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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 thereunder is against public policy and therefore
unenforceable.
WE FACE INTENSE COMPETITION FOR OUR SERVICES AND PRODUCTS AND AS A RESULT, WE
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MAY BE UNABLE TO COMPETE IN THE FLORAL SERVICES MARKET.
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The floral services market is highly competitive and we only expect the
competition to intensify in the future. There are numerous well-established
companies that are focusing significant resources greater than ours on providing
and marketing floral products and services. We can not be sure that we will be
able to successfully compete in the floral services market or that competitive
pressures, including possible downward pressure on the prices we charge for our
products and services, will not adversely affect our business, results of
operations and financial conditions. If we are unable to compete in the market
for floral products and services, we will be forced to curtail or abandon our
business plan and any investment in us may become worthless.
OUR FUTURE RESULTS OF OPERATIONS AND THE ULTIMATE ABILITY OF US TO CONTINUE OUR
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BUSINESS PLAN AND EXPAND OUR OPERATIONS IS HIGHLY DEPENDENT ON OUR ABILITY TO
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MANAGE OUR GROWTH.
- --------------------
Our growth is expected to place a significant strain on our managerial,
operational and financial resources, as Brenda Yount is our only employee.
Further, as we receive contracts and orders we will be required to manage
multiple relationships with various customers and other third parties. These
requirements will be exacerbated in the event of our further growth and in the
event the number of our contracts increase. There can be no assurance that our
systems, procedures or controls will be adequate to support our operations or
that we will be able to achieve the rapid execution necessary to successfully
offer our services and implement our business plan. Our future operating results
will also depend on our ability to add additional personnel commensurate with
the growth of our business. If we are unable to manage our growth effectively,
our business, results of operations and financial condition will be adversely
affected and any investment in us could become worthless.
NEVADA LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF
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PREFERRED STOCK, WHICH SHARES MAY HAVE RIGHTS AND PREFERENCES GREATER THAN THE
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COMMON STOCK OFFERED THROUGH THIS PROSPECTUS.
- --------------------------------------------------
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 Registration Statement, we have 1,855,500
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,
-9-
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.
WE DO NOT CURRENTLY HAVE A PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A
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MARKET FOR OUR COMMON STOCK IN THE FUTURE, OUR STOCK PRICE MAY BE VOLATILE AND
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ILLIQUID.
- ---------
There is currently no public market for our Common Stock. After this
Registration Statement becomes effective, we hope to trade our securities on the
Over-The-Counter Bulletin Board. 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. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price and liquidity of our Common Stock.
Investors May Face Significant Restrictions On The Resale Of Our Common Stock
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Due To Federal Regulations Of Penny Stocks.
- -------------------------------------------------
Once our Common Stock is listed on the Over-The-Counter Bulletin Board, it
will be subject to the requirements of Rule 15(g)9, promulgated under the
Securities Exchange Act as long as the price of our Common Stock is below $5.00
per share. Under such rule, broker-dealers who recommend low-priced securities
to persons other than established customers and accredited investors must
satisfy special sales practice requirements, including a requirement that they
make an individualized written suitability determination for the purchaser and
receive the purchaser's consent prior to the transaction. The Securities
Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
additional disclosure in connection with any trades involving a stock defined as
a penny stock. Generally, the Commission defines a penny stock as any equity
security not traded on an exchange or quoted on NASDAQ that has a market price
of less than $5.00 per share. The required penny stock disclosures include the
delivery, prior to any transaction, of a disclosure schedule explaining the
penny stock market and the risks associated with it. Such requirements could
severely limit the market liquidity of the securities and the ability of
purchasers to sell their securities in the secondary market.
FORWARD-LOOKING STATEMENTS
--------------------------
This Prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange
Act. We have based these forward-looking statements on our current expectations
and projections about future events. These forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions about us that
may affect our actual results, levels of activity, performance, or achievements
expressed or implied by such forward-looking statements. These factors are
discussed in the "Risk Factors" section beginning on page 7 of this
Prospectus. In some cases you can identify forward-looking statements by
terminology such as "may", "should", "could", "would", "expect", "plan",
"anticipate", "believe", "estimate", "continue", or the negative of such terms
or other similar expressions. All forward-looking statements attributable to us,
or persons acting on our behalf, are expressly qualified in their entirety by
-10-
the cautionary statements included in this Prospectus. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events discussed in
this Prospectus might not occur.
USE OF PROCEEDS
---------------
We will not receive any proceeds from the resale of Common Stock by the
Selling Shareholders.
DIVIDEND POLICY
---------------
We have not in the past paid any dividends on our equity securities and
anticipate that we will retain any future earnings for use in the expansion and
operation of our business. We do not anticipate paying any cash dividends in the
foreseeable future. Any determination to pay dividends will depend upon our
financial condition, results of operations and capital requirements.
[Remainder of page left intentionally blank.]
---------------------------------------------
-11-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
PLAN OF OPERATIONS
Our plan of operations for the next twelve (12) months is summarized below.
After this Registration Statement becomes effective, we plan to trade our shares
of Common Stock on the Over-The-Counter Bulletin Board ("OTCBB"). Upon such time
as our shares trade on the OTCBB, if ever, we plan to raise additional capital
through the sale of Common Stock.
EVENT METHOD OF ACHIEVEMENT TIMING OF EVENT
ONGOING:
Operations are currently being Currently underway. We are generating
Fund operations and funded by existing gross revenues revenues now. First revenues were
generate revenue and working capital generated in December, 2004.
Expand and market our
services to new customers Currently underway ONGOING:
and seek out new marketing Ongoing process which has already
and sales venues. commenced with the creation of the
Company's website and expansion of web-
based services ands sales.
NEXT SIX TO TWELVE MONTHS:
Seek to establish strategic While we plan to complete strategic
alliances that will maximize Complete alliances with source alliances within the next six to twelve
our value and increase our businesses in related fields. months, the timing of such strategic
revenues. alliances cannot be definitively timed and
will depend on opportunities that we
are presented with in the future.
Become listed on the -Over-The- BEGINNING SIX MONTHS TO TWELVE MONTHS
Seek liquidity and growth Counter Bulletin Board, build our FROM THE DATE OF THIS FILING:
In the market place. operations and continue our Once this registration statement has been
marketing efforts to potential new declared effective by the SEC, we plan
investors and existing shareholders. to become listed on the OTCBB.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005, COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 2004
We had sales of $2,108 for the three months ended September 30, 2005, a
decrease of $5,397 or 71.9% from sales of $7,505 for the three months ended
September 30, 2004. Our sales were lower during the three months ended September
30, 2005, compared to the three months ended September 30, 2004, due to revenues
we received during the three months ended September 30, 2004, through a number
of larger events during that time period. As stated above, our operations are
highly dependent on revenues received through large weddings and events, and we
were engaged to provide services for a smaller number of such large events
during the three months ended September 30, 2005, compared to the three months
ended September 30, 2004.
-12-
We had cost of sales of $1,597 for the three months ended September 30,
2005, a decrease of $657 or 29.1% from cost of sales for the three months ended
September 30, 2004 of $2,254. The decrease in cost of sales was directly related
to our decreased sales for the three months ended September 30, 2005 compared to
the prior period.
We had gross profit of $511 for the three months ended September 30, 2005,
a decrease of $4,740 or 90.3% from gross profit for the three months ended
September 30, 2004 of $5,251. The decrease in gross profit was mainly
attributable to our decreased sales.
We had general and administrative expenses of $811 for the three months
ended September 30, 2005, compared to general and administrative expenses of
$581 for the three months ended September 30, 2004, an increase of $230 or
39.6%, which was mainly attributable to accounting fees associated with the
review of our financial statements in connection with our Form SB-2 Registration
Statement.
We had a net loss of $300 for the three months ended September 30, 2005,
compared to net income of $4,670 for the three months ended September 30, 2004,
a decrease of $4,970 or 106.4% from the prior period. The change from net income
to net loss was mainly attributable to the 71.9% decrease in sales and the 39.6%
increase in general and administrative expenses for the three months ended
September 30, 2005 compared to the three months ended September 30, 2004.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005, COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2004
We had sales of $8,393 for the nine months ended September 30, 2005, a
decrease of $5,299 or 38.7% from sales of $13,692 for the nine months ended
September 30, 2004. As stated above, out operations are highly dependent on
revenues received through large weddings and events, and we were engaged to
provide services for a smaller number of such large events during the nine
months ended September 30, 2005, compared to the nine months ended September 30,
2004.
We had cost of sales of $5,749 for the nine months ended September 30,
2005, a decrease of $2,372 or 29.2% from cost of sales for the nine months ended
September 30, 2004 of $8,121. The decrease in cost of sales was directly
related to our decreased sales for the nine months ended September 30, 2005
compared to the prior period.
We had gross profit of $2,644 for the nine months ended September 30, 2005,
a decrease of $2,927 or 52.5% from gross profit for the nine months ended
September 30, 2004 of $5,571. The decrease in gross profit was directly
attributable to our decreased sales during the nine months ended September 30,
2005, compared to the nine months ended September 30, 2004.
We had general and administrative expenses of $42,469 for the nine months
ended September 30, 2005, compared to general and administrative expenses of
$406 for the nine months ended September 30, 2004, an increase of $42,063 or
10,360.3% from the prior period. The increase in general and administrative
expenses was primarily due to accounting fees associated with the audit and
review of our financial statements in connection with our private placement
memorandum and this Form SB-2 Registration Statement.
We had a net loss of $39,825 for the nine months ended September 30, 2005,
compared to net income of $5,165 for the nine months ended September 30, 2004, a
decrease of $44,990 or 871.1% from the prior period. The change from net income
to a net loss was mainly attributable to the 38.7% decrease in sales and the
10,360.3% increase in general and administrative expenses for the nine months
ended September 30, 2005 compared to the nine months ended September 30, 2004.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004, COMPARED TO THE YEAR
ENDED DECEMBER 31, 2003
Our sales increased $9,447, or 192.8%, to $14,347 for the year ended
December 31, 2004, compared to sales of $4,900 for the year ended December 31,
2003. Cost of goods sold increased $8,839, or 249.3%, to $12,384 for the year
ended December 31, 2004, compared to $3,545 for the year ended December 31,
2003. We had gross profit of $1,963 for the year ended December 31, 2004; an
increase of $608, or 44.9%, from our gross profit of $1,355 for the year ended
December 31, 2003.
-13-
We had general and administrative expenses of $1,879 for the year ended
December 31, 2004, an increase of $534, or 39.7%, from general and
administrative expenses for the year ended December 31, 2003 of $1,345.
Our net income increased $74, or 740.0%, to $84 for the year ended December
31, 2004, compared to $10 for the year ended December 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
We had total assets of $11,124 as of September 30, 2005, which consisted
solely of current assets, which included cash of $10,529 and accounts receivable
of $595.
We had total liabilities of $37,309 as of September 30, 2005, which
included current liabilities of $26,102 and long term liabilities of $11,207.
Current liabilities included accounts payable of $410; sales tax payable of
$692; and note payable for services of $25,000. Long term liabilities consisted
of a line of credit to a related party of $11,207. We entered into a master
revolving line of credit with our President, Harold A. Yount, Jr., in September
2002 (the "Line of Credit"). We can borrow up to $25,000 under the Line of
Credit. The Line of Credit bears no interest and any unpaid principal is due on
December 31, 2007. Past due amounts not paid on December 31, 2007 will bear
interest at the rate of 10% per year until paid in full.
We had negative working capital of $14,978 as of September 30, 2005 and a
ratio of total assets to total liabilities of 0.30.
We had net cash used in operating activities of $14,897 for the nine months
ended September 30, 2005, which included $39,825 in net loss, $595 in accounts
receivable, $621 in accounts payable and $588 in sales tax payable which was
offset by $1,732 of stock issued for services which consisted of an aggregate of
2,000,000 shares of the Company's Common Stock which were issued to Mr. and Mrs.
Yount, Mr. Birmingham and Mr. Loev and certain consultants and $25,000 of note
payable for services which was issued to our attorney, David M. Loev to
collateralize monies owed to him in connection with the drafting of our Private
Placement Memorandum and this Registration Statement. Mr. Birmingham agreed to
cancel an aggregate of 342,500 shares of the Common Stock in June 2005 in
connection with a substantially change in the scope of his consulting services.
We had $23,477 of net cash provided by financing activities for the nine
months ended September 30, 2005, which included $9,377 of net change in our Line
of Credit and $14,100 of stock issued for cash. We raised $14,100 from the sale
of 70,500 shares of Common Stock to twenty-seven (27) investors at $0.20 per
share during the three months ended September 30, 2005, and raised an additional
$500 through the sale of 2,500 shares of our Common Stock to one (1) investor
subsequent to the three months ended September 30, 2005.
We have no commitments from officers, directors or affiliates to provide
funding, other than the $25,000 Line of Credit described above. Our growth and
continued operations could be impaired by limitations on our access to the
capital markets.
In May 2005, we paid our attorney, David M. Loev, $5,000 and agreed to
issue him a $25,000 Note Payable, in consideration for legal services rendered
and to be rendered on behalf of us in connection with our Private Placement
Memorandum and the filing and accompanying amendments associated with this SB-2
Registration Statement (the "Note"). As of September 30, 2005, the balance of
such Note was $25,000; however, $2,500 was paid to Mr. Loev subsequent to
September 30, 2005 and as a result, $22,500 remains outstanding under the Note
as of the filing of this report.
If we are unable to raise additional capital from increases in the Line of
Credit and/or additional sales of Common Stock, we may be forced to curtail or
cease our operations. Even if we are able to continue our operations, the
failure to obtain financing could have a substantial adverse effect on our
business and financial results. We have no commitment from our officer and
director or any of our shareholders to supplement our operations or provide us
with financing in the future.
In the future, we may be required to seek additional capital by selling
debt or equity securities, selling assets, 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 assure you, however, that financing will be
available in amounts or on terms acceptable to us, or at all.
-14-
Plan of Operations
- --------------------
Management believes that with the money we currently generate through sales
and the fact that our expenses are limited and 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 six to nine months if no additional financing is raised.
To date, we have been utilizing our resources in an effort to become a publicly
traded entity. For the nine months ended September 30, 2005, we received net
revenues from sales of floral design and event planning services of
approximately $8,393. Our strategies to increase our revenues in the future
include seeking out businesses in related fields such as floral sales, design
and event planning and acquiring those businesses for stock and or cash.
To fund our ongoing operations, we will rely on the commitment of our
President and Chief Executive Officer, Mr. Harold A. Yount, Jr. Mr. Yount has
provided us with working capital in the form of an open line of credit totaling
$25,000 (as explained in greater detail above). This commitment was made in the
form of a written line of credit to us dated September 15, 2004, and is
non-secured and non-interest bearing. As of January 1, 2006, we had drawn
approximately $11,270 on this line of credit.
While we do not have any currently plans to increase our product lines in
the future, we may decide to offer custom made silk flower arrangements in
addition to the products and services listed below, if our management believes
that such arrangements will be in our best interest. In addition, in the future,
we may elect to grow by offering franchise opportunities to interested parties.
Product Research and Development
- --------------------------------
There is no planned product research and development in the foreseeable
future.
Planned purchase of plant and/or equipment
- ------------------------------------------
We have no plans to purchase plant or equipment in the next 12 months.
However, it can be anticipated that, because of the nature of our business, we
may need to acquire various pieces of construction equipment or tools in the
future.
Planned significant changes in number of employees
- --------------------------------------------------
We do not currently have any plans to change the number of employees we
have in the near future. We believe that because of the nature of our business,
we believe that our operations can be effectively managed by our current
president, Mr. Yount, combined with the efforts of various consultants which we
may use on a job by job basis.
DESCRIPTION OF BUSINESS
-----------------------
Business Development
- ---------------------
We were incorporated in Nevada on April 15, 2005, as "Fleurs De Vie." On
June 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, we are operating under the
approved assumed name of "FDV, Inc."
Business Operations
- --------------------
Fleurs De Vie, Inc. ("we," "us," "our" or the "Company") provides upscale
custom floral design services and finished natural floral products to the
general public. We custom-design and produce projects as small as single floral
vases to all encompassing floral arrangements and services for large events such
as weddings, parties and banquets.
-15-
Our services include:
o Pre-event conferences and surveys with clients to inventory the
needs and wishes of the client;
o Determining budget constraints and developing design schemes
within those budget constraints;
o Pricing for custom designed and specified floral arrangements
tailored to the client's wishes and needs;
o Developing coherent floral themes for events, and refining the
client's ideas into tangible concepts and designs;
o Defining the physical and logistical scope of client events; o
Preparing detailed pricing and budgets;
o Personal review of event venue(s) where necessary;
o Individual hand selection of floral materials, containers and
accoutrements;
o Production, delivery and placement of arrangements and accessories;
and
o Unique floral decorating of special client venue features such as
wedding cakes, registry tables, dinner tables, buffet tables,
platforms, podiums, stages, windows, walkways, runways and any other
potential opportunities for floral display.
Our products include:
o Various individual floral arrangements in containers as small as
bud vases to large baskets;
o Various table and general decorating flower arrangements;
o Handheld arrangements including bouquets and nosegays;
o Adornment items such as corsages, boutonnieres and headdresses;
o Household decorations such as holiday wreath and decorated garlands;
and
o Large display items such as floral sprays, large centerpieces and
large containers.
For large events such as banquets and weddings, we generally produce very
detailed proposals for clients. When we book these events, we usually require a
nominal deposit at the time the events are booked. A further deposit of
approximately 50% of the cost of the job is required two (2) to four (4) weeks
in advance of the event. These deposits typically are enough to fund the cost of
the raw floral materials which go into making the various arrangements.
From time to time, we produce individual arrangements for repeat corporate
customers or individuals with special requests. Typically, the prices quoted for
these arrangements are verbal and no formal deposits or form of acceptance is
required.
The source of our business has come from referrals from establishments
where prior events have been held, from event consultants and from word of
month. We usually receive a large percentage of our yearly revenues from a small
number of large weddings (see "Risk Factors" above). As a result, most of our
clients are new and are typically not repeat customers. There is a seasonal
nature to the business as a result of the increased number of spring and summer
weddings as well as holiday parties.
Our principal executive offices are located at 206 East Roosevelt, Boerne,
TX 78006. Our telephone number is 830-249-1679 and our fax number is
830-249-1260.
MARKETING AND SALES EFFORT
We currently have a web site in place at www.FDVie.com, which we hope to
use to market our services In addition, we have contracted for advertising in
the Hill Country View biweekly newspaper on a sporadic basis, at a cost of
approximately $80 per week that we choose to advertise. This publication serves
the Hill Country and Kendall County areas of Central Texas. The advertisements
will run monthly on a special insert featuring wedding service providers. As a
part of the agreed advertising fee, the Hill Country View will run a feature
story on us in the publication. This feature presentation is expected to run in
the February 2006 issue of the wedding guide.
-16-
We have also contacted and are actively pursuing enhanced "Yellow Pages"
exposure in the local phone directories. We currently have a single line listing
in the Yellow Pages.
MARKET NEED
- ------------
We believe that there is a significant consumer market demanding the
services of upscale floral design and production services. According to the
Society of American Florists ("SAF") the retail segment of the floral industry
was approximately $19.5 billion dollars in 2004. However, we believe that there
is a significant underserved and untapped market for floral services due to the
inability of the vast majority of floral operations to provide customized,
high-end services to consumers who are willing to purchase such services.
We believe that the wedding, wedding reception and corporate events
businesses in particular are significant resources that we believe offer
substantial opportunity for us to provide services to those consumers with
high-quality, discriminating taste. While we will compete with affiliates of
large national floral companies such as FTD, Teleflora and Hallmark, we believe
that we are able to provide products and services well beyond the typical
storefront floral operations. With the network and contacts already established,
we believe an expansion of the business is the appropriate strategy to promote
further revenue growth.
COMPETITION
- -----------
We will compete with local and regional affiliates of large national floral
companies such as FTD, Teleflora and Hallmark. In the immediate vicinity there
are less than six (6) local florists, none of which cater specifically to
weddings or special events.
DEPENDENCE ON MAJOR CUSTOMERS
- --------------------------------
As a general rule, we do not depend on any single or major customer in our
day-to-day services; however, as described above under "Management's Discussion
and Analysis of Financial Condition and Results of Operations," we have
historically depended on only a small number of large events and weddings for
the majority of our revenues. As such, our results of operations may be
adversely affected if we were to have less or no large events and/or weddings in
any subsequent period.
PATENTS AND TRADEMARKS
- ------------------------
We do not have any patents or trademarks and do not see the need for any in
the near future.
LICENSE AND GOVERNMENT APPROVAL
- ----------------------------------
We are not required to have licenses nor do we require governmental
approval for our services. When we begin to provide services as envisioned in
our business plan, we may be required to obtain licenses from the state in which
we conduct business. We believe that the fees and process for obtaining such a
license are simple and inexpensive.
We are licensed with the State of Texas Department of Agriculture and hold
a Nursery Floral Class 1 license (Certificate No. 0322525) in good standing,
which license costs $75 per year and is renewable by us on October 31, 2006.
RESEARCH AND DEVELOPMENT
- --------------------------
The nature of our business does not require any research and development.
-17-
NUMBER OF EMPLOYEES
- ---------------------
Currently, we have two unpaid employees, our president and chief executive
officer, Harold A. Yount, Jr. and our Vice President, Brenda P. Yount. At the
present time, based on the agreements we have in place, we do not foresee the
need for any additional employees in the next 12 months. Additionally, we plan
to use consultants on an as needed basis.
RECENT EVENTS
-------------
On December 12, 2005, we entered into an EDGAR Services Agreement ("EDGAR
Agreement", with Loev Corporate Filings, Inc. ("Filings"), whose president is
Hannah M. Loev, the wife of our attorney, David M. Loev. The EDGAR Agreement
provided for Filings to give us a twenty percent (20%) discount on all EDGAR
work completed by Filings for us, for the period of one year in return for us
issuing Filings 50,000 restricted shares of our Common Stock.
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
Our directors and executive officers currently serving are as follows:
Name Title Age
---- ----- ---
Harold A. Yount, Jr. President,Chief Executive Officer, 52
Chief Financial Officer,
Secretary, Treasurer and Director
Brenda P. Yount Vice President 50
HAROLD A. YOUNT, JR.,
President, Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer and Director
Harold A. Yount, Jr. has served as our President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer and sole Director since the
Company was incorporated in April 2005. Mr. Yount has served as Vice President
of Koontz McCombs Realty Services, Inc. ("Koontz") since January 2002, where he
is currently in charge of marketing various real estate products for lease and
for sale. From May 1994 to January 2002, he served as Vice President and Partner
of Cavender & Hill Properties, Inc. From August 1991 to May 1994, he served as
Vice President of Property Management for Transwestern Property Co. From
November 1989 to August 1991, he served as Director of Dispositions for USAA
Real Estate Company. Mr. Yount received a Bachelors degree from the University
of Florida in Architecture in 1975. He has a Certified Property Manager ("CPM")
designation from the Institute of Real Estate Management, and is also a
Certified Commercial Investment Member ("CCIM"). He is a member of the Institute
of Real Estate Management, the Rotary Club of San Antonio, the CCIM Institute,
the National Association of Realtors and the San Antonio Board of Realtors. Mr.
Yount spends approximately eight to ten hours per week on Company matters and
approximately 40 hours per week on Koontz matters, however, it is anticipated
that he will spend more time on Company matters as the Company's operations
expand.
BRENDA P. YOUNT
Vice President
Brenda P. Yount serves as our Vice President and is in charge of the
day-to-day operations, marketing, design and production of products for our
Company. Ms. Yount has been our sole employee since the Company's inception in
October of 2002 and has served as Vice President since the Company was
incorporated in April 2005. From October 1987 to October 1988, she worked at
Temporary Agency Assignments on miscellaneous temporary agency assignments at
various companies. From July 1987 to October 1987, she worked at David Johnson
Group as assistant property manager. From September 1985 to May 1987, she worked
as a secretary at Kirksey-Meyers Architects. Ms. Yount has successfully created
unique floral designs that have led to approximately $28,000 in total sales to
approximately eighty-five (85) separate assignments and approximately fifty-five
(55) separate customers. Ms. Yount studied floral arrangement at Anthony's
School of Floral Designs of Texas and received her degree in September 2002.
-18-
EXECUTIVE COMPENSATION
----------------------
Other
Annual Restricted
Name & Principal Compen- Options Stock
Position Year Salary ($) sation SARs Awards
- ----------------- ------ ----------- -------- --------- --------
Harold A. Yount, Jr. 2005 $ -0- (1) -0- -0- 500,000 shares (2)
President,
Chief Executive Officer,
Chief Financial Officer,
Secretary, Treasurer
and Director
Salaries above do not include perquisites and other personal benefits in amounts
less than 10% of the total annual salary and other compensation.
No executive employees have received more than $100,000 in compensation,
including bonuses and options, since our inception.
(1) We have not paid Harold A. Yount, Jr. any salary since our incorporation
and no salary is being accrued. We do not anticipate paying him any salary for
the fiscal year ended December 31, 2005. It is anticipated that he will not
receive a salary until we obtain approximately a minimum of $150,000 in annual
revenues, which will depend on whether we will be able to grow, market and
maintain our operations.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
-----------------------------------------
The Nevada Revised Statutes and our Articles of Incorporation allow us to
indemnify our officers and directors from certain liabilities and our Bylaws
state that we shall indemnify every (i) present or former Director, advisory
director or officer of us, (ii) any person who while serving in any of the
capacities referred to in clause (i) served at the our request as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, and (iii) any person
nominated or designated by (or pursuant to authority granted by) the Board of
Directors or any committee thereof to serve in any of the capacities referred to
in clauses (i) or (ii) (each an "Indemnitee").
Our Bylaws provide that we shall indemnify an Indemnitee against all
judgments, penalties (including excise and similar taxes), fines, amounts paid
in settlement and reasonable expenses actually incurred by the Indemnitee in
connection with any proceeding in which he was, is or is threatened to be named
as defendant or respondent, or in which he was or is a witness without being
named a defendant or respondent, by reason, in whole or in part, of his serving
or having served, or having been nominated or designated to serve, if it is
determined that the Indemnitee (a) conducted himself in good faith, (b)
reasonably believed, in the case of conduct in his Official Capacity, that his
conduct was in our best interests and, in all other cases, that his conduct was
at least not opposed to our best interests, and (c) in the case of any criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful;
provided, however, that in the event that an Indemnitee is found liable to us or
is found liable on the basis that personal benefit was improperly received by
the Indemnitee, the indemnification (i) is limited to reasonable expenses
actually incurred by the Indemnitee in connection with the Proceeding and (ii)
shall not be made in respect of any Proceeding in which the Indemnitee shall
have been found liable for willful or intentional misconduct in the performance
of his duty to us.
-19-
Other than in the limited situation described above, our Bylaws provide
that no indemnification shall be made in respect to any proceeding in which such
Indemnitee has been (a) found liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the Indemnitee's official capacity, or (b) found liable to us. The
termination of any proceeding by judgment, order, settlement or conviction, or
on a plea of nolo contendere or its equivalent, is not of itself determinative
that the Indemnitee did not meet the requirements set forth in clauses (a) or
(b) above. An Indemnitee shall be deemed to have been found liable in respect of
any claim, issue or matter only after the Indemnitee shall have been so adjudged
by a court of competent jurisdiction after exhaustion of all appeals therefrom.
Reasonable expenses shall, include, without limitation, all court costs and all
fees and disbursements of attorneys for the Indemnitee. The indemnification
provided shall be applicable whether or not negligence or gross negligence of
the Indemnitee is alleged or proven.
CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS
---------------------------------------------
In April 2005, we issued an aggregate of 2,075,000 shares of common stock
to certain founders in consideration for services rendered in connection with
our formation. These issuances included
o 500,000 shares of common stock issued to Harold A. Yount, Jr.,
our President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director in consideration for services rendered;
o 400,000 restricted shares of common stock to Brenda P. Yount in
consideration for services rendered;
o 700,000 restricted shares of common stock to David Loev in
consideration for legal services rendered; and
o 400,000 restricted shares of common stock to Carey G. Birmingham
in connection with a consulting services agreement and in
consideration for consulting services, which include sourcing new
clients and providing financial advice, as needed.
In June 2005, the terms of Mr. Birmingham's consulting services changed
substantially in scope and, with his cooperation and consent, we rescinded his
400,000 shares and reissued him 57,500 shares of our Common Stock. This was due
to Mr. Birmingham's inability to commit the necessary time to us and our growth
efforts.
In January 2005, Mr. Yount agreed to provide us with a line of credit in
the amount of $25,000. The line of credit is unsecured, is payable in full,
without interest, at any time prior to December 31, 2007, the maturity date of
line of credit. However, any unpaid principal, which remains outstanding under
the line of credit after December 31, 2007, shall bear interest at ten percent
per year. As of January 1, 2006, approximately $11,270 has been drawn on the
line of credit by the Company.
In December 2005, we agreed to issue Loev Corporate Filings, Inc.
("Filings"), whose president Hannah M. Loev, is the wife of our attorney David
M. Loev, 50,000 shares of our restricted Common Stock in connection with Filings
providing us a discount on EDGAR filing services to be rendered to us (as
described above under "Recent Events").
[Remainder of page left intentionally blank.]
-20-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
----------------------------------------
OWNERS AND MANAGEMENT
---------------------
The following table provides the names and addresses of each person known
to own directly or beneficially more than 5% of our outstanding Common Stock (as
determined in accordance with Rule 13d-3 under the Exchange Act) as of January
1, 2006 and by the officers and directors, individually and as a group. Except
as otherwise indicated, all shares are owned directly.
NUMBER OF SHARES OF
NAME AND ADDRESS
COMMON STOCK
OF BENEFICIAL OWNERS BENEFICIALLY OWNED PERCENTAGE OF OWNERSHIP(1)(2)
- -------------------- ------------------- -----------------------------
Harold A. Yount (2) 900,000 48.5%
President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Treasurer and Director
206 East Roosevelt Ave.
Boerne, Texas, 78006
Brenda P. Yount (2) 900,000 48.5%
Vice President
206 East Roosevelt Ave.
Boerne, Texas, 78006
David M. Loev (3) 750,000 40.4 %
2777 Allen Parkway, Suite 100
Houston, Texas, 77019
ALL OFFICERS AND DIRECTORS AS A 900,000 48.5%
GROUP (2 PERSONS)
(1) Using 1,855,500 shares of Common Stock outstanding as of
January 1, 2006.
(2) Harold A. Yount, Jr. and Brenda P. Yount are husband and
wife and as such beneficially own the shares of Common Stock held
in each of their names. Harold A. Yount, Jr. holds 500,000 shares
of our Common Stock in his name and Brenda P. Yount holds 400,000
Shares in her name. They each beneficially own all 900,000
shares.
(3) In addition to Mr. Loev's beneficial ownership of 700,000
shares of our Common Stock, Loev Corporate Filings, Inc., whose
president is Hannah M. Loev, Mr. Loev's wife , holds 50,000
shares of our Common Stock.
DESCRIPTION OF CAPITAL STOCK
----------------------------
We have authorized capital stock consisting of 140,000,000 shares of Common
Stock, $.001 par value per share ("Common Stock") and 10,000,000 shares of
preferred stock, $.001 par value per share ("Preferred Stock"). As of January 1,
2006, we had 1,855,500 shares of Common Stock issued and outstanding and - 0 -
shares of Preferred Stock issued and outstanding.
-21-
COMMON STOCK
- -------------
The holders of outstanding shares of Common Stock are entitled to receive
dividends out of assets or funds legally available for the payment of dividends
of such times and in such amounts as the board from time to time may determine.
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of shareholders. There is no cumulative voting of
the election of directors then standing for election. The Common Stock is not
entitled to pre-emptive rights and is not subject to conversion or redemption.
Upon liquidation, dissolution or winding up of our Company, the assets legally
available for distribution to stockholders are distributable ratably among the
holders of the Common Stock after payment of liquidation preferences, if any, on
any outstanding payment of other claims of creditors. Each outstanding share of
Common Stock is, and all shares of Common Stock to be outstanding upon
completion of this Offering will upon payment therefore be, duly and validly
issued, fully paid and non-assessable.
PREFERRED STOCK
- ----------------
We have authorized the issuance of up to 10,000,000 shares of Preferred
Stock, par value of $0.001 per share. We have no present plans for the issuance
of such Preferred Stock. The issuance of such Preferred Stock could adversely
affect the rights of the holders of Common Stock and, therefore, reduce the
value of the Common Stock. It is not possible to state the actual effect of the
issuance of any shares of Preferred Stock on the rights of holders of the Common
Stock until the board of directors determines the specific rights of the holders
of the Preferred Stock.
However, these effects may include:
- Restricting dividends on the Common Stock;
- Diluting the voting power of the Common Stock;
- Impairing the liquidation rights of the Common Stock; and
- Delaying or preventing a change in control of the Company without
further action by the stockholders.
SHARES AVAILABLE FOR FUTURE SALE
--------------------------------
Upon the date of this Prospectus, there are 1,855,500 shares of Common
Stock issued and outstanding. Upon the effectiveness of this Registration
Statement, 205,500 shares of Common Stock to be resold pursuant to this
Prospectus will be eligible for immediate resale in the public market if and
when any market for the Common Stock develops, without limitation and the
remaining 50,000 shares of Common Stock held by Loev Corporate Filings, Inc.,
will be subject to the volume limitations of Rule 144, described below. There
currently exists no public market for the Company's Common Stock.
The remaining 1,600,000 shares of our issued and outstanding Common Stock
which are not being registered pursuant to this Registration Statement will be
subject to the resale provisions of Rule 144. Sales of shares of Common Stock
in the public markets may have an adverse effect on prevailing market prices for
the Common Stock.
Rule 144 governs resale of "restricted securities" for the account of
any person (other than an issuer), and restricted and unrestricted securities
for the account of an "affiliate" of the issuer. Restricted securities
generally include any securities acquired directly or indirectly from an issuer
or its affiliates which were not issued or sold in connection with a public
offering registered under the Securities Act. An affiliate of the issuer is any
person who directly or indirectly controls, is controlled by, or is under common
control with, the issuer. Affiliates of the Company may include its directors,
executive officers, and persons directly or indirectly owning 10% or more of the
outstanding Common Stock. Under Rule 144 unregistered resales of restricted
Common Stock cannot be made until it has been held for one year from the later
of its acquisition from us or an affiliate of us.
Thereafter, shares of Common Stock may be resold without registration
subject to Rule 144's volume limitation, aggregation, broker transaction, notice
filing requirements, and requirements concerning publicly available information
about us ("Applicable Requirements"). Resales by our affiliates of restricted
-22-
and unrestricted Common Stock are subject to the Applicable Requirements. The
volume limitations provide that a person (or persons who must aggregate their
sales) cannot, within any three-month period, sell more than the greater of one
percent of the then outstanding shares, or the average weekly reported trading
volume during the four calendar weeks preceding each such sale. A non-affiliate
may resell restricted Common Stock which has been held for two years free of the
Applicable Requirements.
PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS
---------------------------------------------
This Prospectus relates to the resale of 255,500 shares of common stock by
the selling stockholders. The table below sets forth information with respect to
the resale of shares of common stock by the selling stockholders. We will not
receive any proceeds from the resale of common stock by the selling stockholders
for shares currently outstanding. The selling shareholders will sell their
common shares at the price of $0.20 per share until our shares are quoted on the
Over-The-Counter Bulletin Board and thereafter, shares will be sold at the
prevailing market prices or at privately negotiated prices.
STOCKHOLDER NAME CONSIDERATION SHARES AMOUNT OFFERED SHARES
- ---------------- ------------- OWNED BENEFICIALLY (ASSUMING ALL SHARES OWNED BENEFICIALLY
BEFORE RESALE IMMEDIATELY SOLD) AFTER RESALE
----------------- ------------------- ------------------
Gwen Carden(1) Services 25,000 25,000 0
Lisa Rhoades(2) Services 25,000 25,000 0
Cynthia Davis(2) Services 25,000 25,000 0
Breitman Family Trust Cash 3,000 3,000 0
Janet Birmingham Cash 2,500 2,500 0
Lisa Stewart Cash 1,500 1,500 0
Rita Stewart Cash 1,500 1,500 0
Geraldine Smith Cash 7,500 7,500 0
Kevin B. McAdams Cash 1,500 1,500 0
Raphael Sonsino Cash 1,500 1,500 0
Trae O'Neil High Cash 1,500 1,500 0
Anthony Meade Cash 5,000 5,000 0
Brian D. Harris Cash 2,000 2,000 0
Robert M. Kremer Cash 1,500 1,500 0
David W. Mooney Cash 1,500 1,500 0
Nina C. Mooney Cash 1,500 1,500 0
Michael N. Sonaco Cash 1,500 1,500 0
Robert McMahon Cash 2,500 2,500 0
Harold A. Yount Cash 1,500 1,500 0
Robert E. Casey Cash 1,500 1,500 0
Mark C. Birmingham Cash 1,500 1,500 0
Jay Alkire Cash 10,000 10,000 0
BFP Texas, Ltd. Cash 3,000 3,000 0
Chris Matthews Cash 1,500 1,500 0
David Holmes Cash 5,000 5,000 0
Daniel Gostylo Cash 3,000 3,000 0
Jacob Gostylo Cash 1,500 1,500 0
Salar Ahmed Cash 3,000 3,000 0
Paul Messina Cash 2,500 2,500 0
-23-
Chris Crumpler Cash 1,500 1,500 0
John Cadena Cash 1,500 1,500 0
Carey G. Birmingham Services 57,500 57,500 0
Loev Corporate Filings, Inc.(3) Services 50,000 50,000 0
TOTAL 255,500 255,500 0
(1) Gwen Carden is the sister of our President, Harold A. Yount, Jr.
(2) Ms. Cynthia Davis and Ms. Lisa Rhoades are sisters of Brenda P.
Yount, our Vice President.
(3) The president of Loev Corporate Filings, Inc. is the wife of our
attorney, David M. Loev, who individually owns 700,000 shares of our
Common Stock.
None of the selling shareholders are broker-dealers or affiliates of
broker-dealers.
The 205,000 shares offered by the selling stockholders pursuant to this
Prospectus may be sold by one or more of the following methods, without
limitation, and the 50,000 shares offered by Loev Corporate Filings, Inc., may
be sold pursuant to the following methods provided that such sales comply with
the volume limitations of Rule 144:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits the purchaser;
o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately-negotiated transactions;
o broker-dealers may agree with the Selling Security Holders to
sell a specified number of such shares at a stipulated price per
share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The Selling Security Holders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this Prospectus.
The Selling Security Holders may pledge their shares to their brokers under
the margin provisions of customer agreements. If a Selling Security Holder
defaults on a margin loan, the broker may, from time to time, offer and sell the
pledged shares.
The Selling Security Holders may sell their shares of Common Stock short
and redeliver our Common Stock to close out such short positions; however, the
Selling Security Holders may not use shares of our Common Stock being registered
in the Registration Statement to which this Prospectus is a part to cover any
short positions entered into prior to the effectiveness of such Registration
Statement. If the Selling Security Holders or others engage in short selling it
may adversely affect the market price of our Common Stock.
Broker-dealers engaged by the Selling Security Holders may arrange for
other broker-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Security Holders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. It is not expected that these commissions and
discounts will exceed what is customary in the types of transactions involved.
-24-
We plan to advise the Selling Security Holders that if a particular offer
of Common Stock is to be made on terms materially different from the information
set forth in this Plan of Distribution, then a post-effective amendment to the
accompanying Registration Statement must be filed with the Securities and
Exchange Commission.
The Selling Security Holders may be deemed to be an "underwriter" within
the meaning of the Securities Act in connection with such sales. Therefore, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
We are required to pay all fees and expenses incident to the registration
of the shares, including fees and disbursements of counsel to the Selling
Security Holders, but excluding brokerage commissions or underwriter discounts.
The Selling Security Holders and we have agreed to indemnify each other against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.
Before our Common Stock is listed on the Over-The-Counter Bulletin Board,
selling security holders will sell their common shares at the price of $.20 per
share until our shares are quoted on the OTC Bulletin Board, and thereafter,
shares will be sold at the prevailing market prices or at privately negotiated
prices. Once our Common Stock is listed on the OTC Bulletin Board, it will be
subject to the requirements of Rule 15(g) 9, promulgated under the Securities
Exchange Act as long as the price of our Common Stock is below $5.00 per share.
Under such rule, broker-dealers who recommend low-priced securities to persons
other than established customers and accredited investors must satisfy special
sales practice requirements, including a requirement that they make an
individualized written suitability determination for the purchaser and receive
the purchaser's consent prior to the transaction. The Securities Enforcement
Remedies and Penny Stock Reform Act of 1990 also requires additional disclosure
in connection with any trades involving a stock defined as a penny stock.
Generally, the Commission defines a penny stock as any equity security not
traded on an exchange or quoted on NASDAQ that has a market price of less than
$5.00 per share. The required penny stock disclosures include the delivery,
prior to any transaction, of a disclosure schedule explaining the penny stock
market and the risks associated with it.
MARKET FOR COMMON EQUITY
------------------------
AND RELATED STOCKHOLDER MATTERS
-------------------------------
No established public trading market exists for our Common Stock. In the
future, we hope to trade our securities on the Over-The-Counter Bulletin Board.
We have no shares of Common Stock subject to outstanding options or securities
convertible into our Common Stock outstanding. We have no outstanding shares of
Preferred Stock. Except for this offering, there is no Common Stock that is
being, or has been proposed to be, publicly offered. As of January 1, 2006,
there were 1,855,500 shares of Common Stock outstanding, held by 36 shareholders
of record.
INTEREST OF NAMED EXPERTS AND COUNSEL
-------------------------------------
This Form SB-2 Registration Statement was prepared by our counsel, David M.
Loev, Attorney at Law, who is the beneficial owner of 700,000 shares of our
Common Stock in his personal name and 50,000 shares of Common Stock held in the
name of Loev Corporate filings, Inc., which his wife, Hannah M. Loev, is
president of, representing 40.4% of our issued and outstanding common stock.
EXPERTS
The financial statements of the Company as of as of December 31, 2004 and
the related statements of operations, stockholders' equity and cash flows for
the years ended December 31, 2004 and 2003 included in this Prospectus have been
audited by Malone & Bailey, PC our independent auditors, as stated in their
report appearing herein and have been so included in reliance upon the reports
of such firm given upon their authority as experts in accounting and auditing.
-25-
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
--------------------------------------------------------
SECURITIES ACT LIABILITIES
--------------------------
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
DESCRIPTION OF PROPERTY
-----------------------
Our President, Harold A. Yount, Jr., supplies us with office space in his
home free of charge. The office space encompasses approximately 200 square
feet. Mr. Yount has no current plans to charge us rent, and we believe that the
office space provided by him will be adequate for our needs for the foreseeable
future.
LEGAL PROCEEDINGS
-----------------
From time to time, we may become party to litigation or other legal
proceedings that we consider to be a part of the ordinary course of our
business. We are not currently involved in legal proceedings that could
reasonably be expected to have a material adverse effect on our business,
prospects, financial condition or results of operations. We may become involved
in material legal proceedings in the future.
LEGAL MATTERS
-------------
Certain legal matters with respect to the issuance of shares of common
stock offered hereby will be passed upon by David M. Loev, Attorney at Law,
Houston, Texas.
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 September 30, 2005 (the
"Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure
controls and procedures were 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 Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting. There were no
significant changes in our internal control over financial reporting during the
last fiscal year and/or up to and including the date of this filing that we
believe materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
-26-
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
-------------------------------------------------------------------------
DISCLOSURE
----------
None.
ADDITIONAL INFORMATION
----------------------
Our fiscal year ends on December 31. We intend to become a reporting
company and file annual, quarterly and current reports, proxy statements, or
other information with the SEC. You may read and copy any reports, statements,
or other information we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington D.C. 20549. You can request copies of these documents,
upon payment of a duplicating fee by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our SEC filings are also available to the public on the SEC's Internet
site at http\\www.sec.gov.
[Remainder of page left intentionally blank.]
-27-
FINANCIAL STATEMENTS
--------------------
The Financial Statements required by Item 310 of Regulation S-B are stated
in U.S. dollars and are prepared in accordance with U.S. Generally Accepted
Accounting Principles. The following financial statements pertaining to Fleurs
De Vie, Inc. are filed as part of this Prospectus.
TABLE OF CONTENTS TO FINANCIAL STATEMENTS
Unaudited Financial Information for the Three and Nine Months Ended September
30, 2005
----------------------------------------------------------------------------
BALANCE SHEET -
September 30, 2005 (unaudited) F-1
STATEMENTS OF OPERATIONS -
Three and Nine Months ended September 30, 2005 and 2004 (unaudited) F-2
STATEMENTS OF CASH FLOWS -
Nine Months ended September 30, 2005 and 2004 (unaudited) F-3
NOTES TO FINANCIAL STATEMENTS F-4
Audited Financial Information for the Year Ended December 31, 2004
------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-5
BALANCE SHEET -
December 31, 2004 F-6
STATEMENTS OF INCOME AND PROPRIETOR'S CAPITAL -
Years Ended December 31, 2004 and 2003 F-7
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2004 and 2003 F-8
NOTES TO FINANCIAL STATEMENTS F-9
-28-
FLEURS DE VIE, INC.
BALANCE SHEET
September 30, 2005
(unaudited)
ASSETS
Cash $ 10,529
Accounts receivable 595
--------
TOTAL ASSETS $ 11,124
========
LIABILITIES AND STOCKHOLDER'S DEFICIT
LIABILITIES
Current Liabilities
Accounts payable $ 410
Sales tax payable 692
Note payable for services 25,000
--------
Total current liabilities 26,102
Line of credit - related party 11,207
--------
Total liabilities 37,309
--------
Commitments -
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par, 10,000,000 authorized,
none issued and outstanding -
Common stock, $.001 par, 140,000,000 authorized,
1,803,000 issued and outstanding 1,803
Paid-in capital 16,529
Accumulated deficit (44,517)
---------
Total Stockholders' Deficit (26,185)
---------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 11,124
=========
F-1
FLEURS DE VIE, INC.
STATEMENTS OF OPERATIONS
Three and Nine Months Ended September 30, 2005 and 2004
(unaudited)
Three Months Nine Months
2005 2004 2005 2004
--------- --------- --------- --------
Sales $ 2,108 $ 7,505 $ 8,393 $ 13,692
Cost of sales 1,597 2,254 5,749 8,121
--------- --------- --------- --------
Gross profit 511 5,251 2,644 5,571
General &
Administrative expenses 811 581 42,469 406
--------- --------- --------- --------
Net income (loss) $ (300) $ 4,670 $ (39,825) $ 5,165
========= ========= ========= ========
Basic and diluted net
loss per share $ (0.00) N/A $ (0.03) N/A
Weighted average
shares outstanding 1,778,137 N/A 1,462,493 N/A
F-2
FLEURS DE VIE, INC.
STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2005 and 2004
(unaudited)
2005 2004
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (39,825) $ 5,165
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Stock issued for services 1,732 -
Note payable for services 25,000 -
Changes in:
Accounts receivable (595) (3,486)
Accounts payable (621) 367
Sales tax payable (588) 753
--------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (14,897) 2,799
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in line of credit
- related party 9,377 -
Stock issued for cash 14,100 -
--------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 23,477 -
--------- --------
NET CHANGE IN CASH 8,580 2,799
Cash balance, beginning of period 1,949 279
--------- --------
Cash balance, ending of period $ 10,529 $ 3,078
========= ========
Supplemental Information:
Interest paid $ - $ -
Income taxes paid - -
F-3
FLEURS DE VIE, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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 ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in Fleurs De
Vie's latest annual report filed with the SEC on Form SB-2. 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,
which would substantially duplicate the disclosure contained in the audited
financial statements for fiscal year 2004, as reported in the SB-2, have been
omitted.
NOTE 2 - NOTE PAYABLE FOR SERVICES
In May 2005, FDV signed an unsecured promissory note for $25,000 of
services. The note is due in May 2006, bears 0% interest if paid by maturity and
10% interest if paid thereafter.
NOTE 3 - COMMON STOCK
In April 2005 FDV issued 900,000 shares of common stock to the founders
valued at $900 and 1,175,000 shares of common stock to consultants for services
valued at $1,175.
In June 2005 FDV cancelled 342,500 shares of common stock valued at $343
previously issued to consultants.
In July and August 2005 FDV sold 70,500 shares of common stock for proceeds
of $14,100.
NOTE 4 - SUBSEQUENT EVENTS
In October 2005, FDV issued 50,000 shares of its common stock to a
consultant in exchange for a reduction in that consultant's cash fees.
In November 2005, FDV sold 2,500 shares of its common stock for proceeds of
$500.
F-4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Fleurs de Vie
(sole proprietorship)
Boerne, Texas
We have audited the accompanying balance sheet of Fleurs de Vie (sole
proprietorship), as of December 31, 2004 and the related statements of income
and proprietor's capital, and cash flows for the two years ended December 31,
2004. These financial statements are the responsibility of Fleurs de Vie. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Fleurs de Vie, as of
December 31, 2004 and the results of its operations and its cash flows for the
periods described in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming that
Fleurs de Vie will continue as a going concern. As discussed in Note 2 to the
financial statements, Fleurs de Vie suffered has a working capital deficiency,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas
March 22, 2005
F-5
FLEURS DE VIE
(sole proprietorship)
BALANCE SHEET
December 31, 2004
ASSETS
Cash $ 1,949
========
LIABILITIES AND PROPRIETOR'S DEFICIT
Current Liabilities
Accounts payable $ 1,031
Sales tax payable 1,280
--------
Total current liabilities 2,311
Line of credit - related party 1,830
--------
Total liabilities 4,141
--------
Commitments -
Proprietor's deficit (2,192)
--------
TOTAL LIABILITIES & PROPRIETOR'S DEFICT $ 1,949
========
F-6
FLEURS DE VIE
(sole proprietorship)
STATEMENTS OF INCOME AND PROPRIERTOR'S CAPITAL
Years Ended December 31, 2004 and 2003
2004 2003
--------- ---------
Sales $ 14,347 $ 4,900
Cost of sales 12,384 3,545
--------- ---------
Gross profit 1,963 1,355
General & administrative expenses 1,879 1,345
--------- ---------
Net income 84 10
Proprietor's deficit, beginning of year (2,276) (2,286)
--------- ---------
Proprietor's deficit, end of year $ (2,192) $ (2,276)
========= =========
F-7
<CAPION>
FLEURS DE VIE
(sole proprietorship)
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2004 and 2003
2004 2003
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 84 $ 10
Adjustments to reconcile net income
to net cash provided by
operating activities:
Accounts receivable 135 40
Accounts payable 541 (296)
Sales tax payable 910 252
--------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,670 6
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in line of credit
- related party - 59
--------- --------
NET CHANGE IN CASH 1,670 65
Cash balance, beginning 279 214
--------- --------
Cash balance, ending $ 1,949 $ 279
========= ========
F-8
FLEURS DE VIE
(sole proprietorship)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business. Fleurs de Vie, Inc. ("FDV") was incorporated in Nevada on
April 15, 2005. Prior to April 2005, FDV was a sole proprietorship. FDV is
engaged in custom-designed florals with one store located in Boerne, Texas.
FDV's financial statements are presented in accordance with accounting
principles generally accepted in the United States. The accompanying financial
statements have been prepared solely from the accounts of FDV, and the owner
represents that they do not include personal accounts or those of any other
operation in which the owner was engaged.
Cash and Cash Equivalents. For purposes of the statement of cash flows, FDV
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires the proprietor to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Revenue Recognition. FDV recognizes revenue when persuasive evidence of an
arrangement exists, delivery has occurred and services have been rendered, the
sales price is fixed or determinable, and collectibility is reasonably assured.
This typically occurs when FDV delivers the end product.
Income taxes. Through December 31, 2004, FDV itself was not a taxpaying
entity for purposes of federal and state income taxes. Federal and state income
taxes of the proprietor are computed on their total income from all sources.
Accordingly, no provision for income taxes is made in these financial
statements.
Recently issued accounting pronouncements. FDV does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on
FDV's results of operations, financial position or cash flow.
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, FDV has an accumulated
deficit of$2,192 and a working capital deficit of$362 as of December 31, 2004.
These conditions raise substantial doubt as to FDV's ability to continue as a
going concern. Management is trying to raise additional capital through sales of
stock. The financial statements do not include any adjustments that might be
necessary if FDV is unable to continue as a going concern.
NOTE 3 - LINE OF CREDIT - RELATED PARTY
In September 2002, FDV entered into a master revolving line of credit with
the owner. FDV can borrow up to $25,000. The note bears no interest. Any unpaid
principal is due on December 31, 2007. Past due amounts will bear interest of
10%.
F-9
NOTE 4 - COMMITMENTS
FDV has no lease expense for the years ended December 31, 2004 and 2003.
FDV is using office space provided by the owner on a rent-free, month to month
basis.
NOTE 5 - MAJOR CUSTOMERS AND CONCENTRATIONS
During 2004 FDV had six customers that collectively comprised approximately
87% of FDV's annual revenue and during 2003 FDV had three customers that
collectively comprised approximately 59% of FDV's annual revenue.
NOTE 6 - SUBSEQUENT EVENTS
In April 2005, FDV incorporated in the state of Nevada and issued 900,000
shares of common stock to the founders valued at $900. FDV issued 1,100,000
shares of common stock to two consultants for services valued at $1,000.
F-10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
See Indemnification of Directors and Officers above.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
expenses shall be paid by the Registrant.
SEC Registration Fee $ 6.01
Printing and Engraving Expenses 1,000.00*
Legal Fees and Expenses 30,000.00*
Accounting Fees and Expenses 10,000.00*
Miscellaneous 2,000.00*
--------------
TOTAL $ 43,006.01*
==============
*Estimated.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
In April 2005, effective as of March 7, 2005, we issued an aggregate of
2,000,000 shares of common stock to certain founders for in consideration for
services rendered in connection with our formation. These issuances included
o 500,000 shares of common stock issued to Harold A. Yount, Jr.,
our President, Chief Executive Officer, Chief Financial Officer,
Secretary and Director in consideration for services rendered;
o 400,000 restricted shares of common stock to Brenda P. Yount in
consideration for services rendered;
o 700,000 restricted shares of common stock to David Loev in
consideration for legal services rendered; and
o 400,000 restricted shares of common stock to Carey G. Birmingham
in consideration for consulting services, which include sourcing new
clients and providing financial advice, as needed.
In April 2005, we issued 25,000 to Gwen Carden, the sister of our Chief
Executive Officer, Harold A Yount, Jr., 25,000 shares or Lisa Rhodes and 25,000
to Cynthia Davis the sisters of our Vice President, Brenda P. Yount, in
consideration of services rendered to us.
In June 2005, the terms of Mr. Birmingham's consulting services changed
substantially in scope and, with his cooperation and consent, we rescinded
400,000 of the shares which he had been issued in April 2005 and reissued him
57,500 shares of our Common Stock. This was due to Mr. Birmingham's inability to
commit the necessary time to us and our growth efforts.
We claim an exemption from registration afforded by Section 4(2) of the
Securities Act of 1933 (the "Act"), for the above issuances, since they did not
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involve a public offering, the recipients took the shares for investment and not
resale and we took appropriate measures to restrict transfer. No underwriters or
agents were involved in the foregoing issuances and no underwriting discounts or
commissions were paid by us.
Between March 2005 and November 2005, we sold an aggregate of 73,000 shares
of our common stock to twenty-eight (28) shareholders for aggregate
consideration of $14,600 ($0.20 per share). We claim an exemption from
registration afforded by Rule 506 of Regulation D under the Act for the
issuances of these shares.
On December 12, 2005, we issued 50,000 shares of our restricted Common
Stock to Loev Corporate Filings, Inc. ("Filings"), whose president is Hannah M.
Loev, the wife of our attorney, David M. Loev, in connection with our entry into
an EDGAR Services Agreement described above under "Description of Business." We
claim an exemption from registration afforded by Section 4(2) of the Act, for
the above issuance, since it did not involve a public offering, the recipient
took the shares for investment and not resale and we took appropriate measures
to restrict transfer. No underwriters or agents were involved in the foregoing
issuances and no underwriting discounts or commissions were paid by us.
ITEM 27. EXHIBITS
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
3.1* Articles of Incorporation
3.2* Certificate of Correction
3.3* By-Laws of Fleurs De Vie, Inc.
5.1* Opinion and consent of David M. Loev, Attorney at Law re: the
legality of the shares being registered
10.1* Line of Credit with Harold A. Yount, Jr.
23.1* Consent of Malone & Bailey, PC
23.2* Consent of David M. Loev, Attorney at Law (See Exhibit 5.1)
* Attached hereto.
- ------------------
ITEM 28. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
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foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and rise represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material changes as such information in the
Registration Statement.
2. For determining any liability under the Securities Act, to treat
each post-effective amendment as a new registration statement relating
to the securities offered herein, and the offering of the securities
at the time as the initial bona fide offering of those securities.
3. To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
4. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
5. For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant under Rule 424(b)(1) or (4)
or 497(h) under the Securities Act as part of this registration
statement as of the time the Commission declared it effective.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Boerne, Texas, on
January 18, 2006.
FLUERS DE VIE, INC.
By: /s/Harold A. Yount, Jr.
--------------------------------------
HAROLD A. YOUNT, JR., President,
Chief Executive Officer, and Principal
Accounting Officer
The following persons in the capacities and on the dates indicated have
signed this registration statement:
Signature Title Date
- --------- ----- ----
/s/ Harold A. Yount, Jr. President, Chief Executive January 18, 2006
- ----------------------- Officer,Chief Financial Officer,
HAROLD A. YOUNT, JR. Secretary Treasurer and Director
/s/ Brenda P. Yount Vice President January 18, 2006
- -----------------------
BRENDA P. YOUNT
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