As filed with the Securities and Exchange Commission on March 20, 2006
Registration No. 333-131084
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM SB-2/A
AMENDMENT NO. 1
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 jurisdiction (North American Industry (I.R.S.Employer
of incorporation or Classification System Identification
organization) - NAICS) Number)
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 any of the Securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box [X].
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) REGISTRATION FEE
---------------------- ---------- ------------- ----------------- ----------------
Common Stock to be Resold 205,500 $0.20 $ 51,100 $ 4.83
========================= ========= ============= ================= ===============
TOTAL 205,500 $0.20 $ 51,100 $ 4.83
(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(a). 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 205,000 SHARES OF COMMON STOCK
The selling stockholders listed on page 26 may offer and sell up to 205,000
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 A NEITHER THE SEC NOR ANY STATE
HIGH DEGREE OF RISK. YOU SHOULD OR DISAPPROVED OF THESE SECURITIES,
PURCHASE SHARES ONLY IF YOU CAN OR DETERMINED IF THIS PROSPECTUS IS
AFFORD A COMPLETE LOSS. WE URGE YOU TRUTHFUL OR COMPLETE. ANY
TO READ THE "RISK FACTORS" SECTION REPRESENTATION TO THE CONTRARY IS A
BEGINNING ON PAGE 8 ALONG WITH THE CRIMINAL OFFENSE.
REST OF THIS PROSPECTUS BEFORE YOU
MAKE YOUR INVESTMENT DECISION.
The date of this Prospectus is , 2006
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TABLE OF CONTENTS
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PAGE
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Prospectus Summary 4
Summary Financial Data 7
Risk Factors 8
Use of Proceeds 12
Dividend Policy 12
Management's Discussion and Analysis of
Financial Condition and Results of Operations 13
Description of Business 17
Directors and Executive Officers 20
Executive Compensation 22
Indemnification of Officers and Directors 22
Certain Relationships and Related Transactions 23
Security Ownership of Certain Beneficial Owners
and Management 24
Description of Capital Stock 25
Shares Available for Future Sale 25
Plan of Distribution and Selling Stockholders 26
Market for Common Equity and Related Stockholder Matters 29
Interest of Named Experts and Counsel 29
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities 29
Description of Property 30
Legal Proceedings 30
Legal Matters 30
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 30
Additional Information 30
Financial Statements F-1
Part II 31
PART I - INFORMATION REQUIRED IN PROSPECTUS
ABOUT THIS PROSPECTUS
---------------------
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
------------------
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. Since our inception in October 2002 as a sole proprietorship through
our incorporation as a Nevada corporation in April 2005, Fleurs De Vie, Inc. has
provided 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 large as all encompassing floral arrangements, as
well as providing various 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
weddingcakes, 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.
4
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.
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.
We have generated nominal revenues since inception, and had a stockholders'
deficit of $30,802 and negative net working capital of $19,595 as of December
31, 2005. Additionally, our sole employee, Brenda Yount, who is also one of our
significant shareholders, is solely responsible for running our operations. Our
auditors have expressed that 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.
SUMMARY OF THE OFFERING:
- ------------------------
COMMON STOCK OFFERED: 205,000 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
5
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.
[Remainder of page left intentionally blank.]
6
SUMMARY FINANCIAL DATA
- ----------------------
You should read the summary financial information presented below, which
comes from our audited financial statements for the years ended December 31,
2005 and 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
Year Ended Year Ended
December 31, 2005 December 31, 2004
------------------- -------------------
Sales $ 9,606 $ 14,347
Cost of Sales 6,496 12,384
=================== ===================
Gross Profit $ 3,110 $ 1,963
General and Administrative Expenses $ 58,043 $ 1,879
Interest Expense $ 1,788 $ -
=================== ===================
Income tax (expense) benefit 14 (14)
Net Income (loss) $ (56,707) $ 71
BALANCE SHEET:
December 31, 2005
-------------------
ASSETS
Cash $ 5,025
===================
Total Assets $ 5,025
LIABILITIES
Current Liabilities $ 24,620
Long-Term Liabilities 11,207
===================
Total Liabilities $ 35,827
STOCKHOLDERS' DEFICIT
Common Stock $ 1,856
Additional Paid-in Capital 28,755
Accumulated Deficit (61,413)
Total Stockholders' Deficit $ (30,802)
7
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
FORCED TO CURTAIL OR CEASE OUR BUSINESS OPERATIONS IN THE FUTURE.
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 remained as of
December 31, 2005; 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.
We have generated nominal revenues since inception; had a stockholders'
deficit of ($30,802); and negative working capital of $19,595 as of December 31,
2005 Additionally, our sole employee, Brenda Yount, who is also one of our
significant shareholders, is responsible for running 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
EVALUATE OUR CHANCES FOR SUCCESS.
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. There are no means to
reasonably project the number and size of assignments we will receive in any
given season. The business is largely dependent on a mix of local clients and
out-of-town clients planning "destination" weddings or events. The frequency and
size of the assignments can be affected by general economic conditions as well
as trends that develop or devolve in the destination wedding/event desirability
of the region we service. As we are a development stage company, 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.
8
WE CURRENTLY DEPEND ON ONLY A SMALL NUMBER OF MAJOR CUSTOMERS FOR OUR REVENUES,
AND IF ANY OF THOSE CUSTOMERS WERE LOST, IT COULD HAVE A MATERIALLY ADVERSE
EFFECT ON OUR REVENUES.
We received approximately seventy-one percent (71%)of our revenues from a
total of only eleven (11) customers since inception, and approximately
forty-three percent (43%) of our revenues from a total of only five (5)
customers for the year ending December 31, 2005. Approximately eight percent
(8%) of our revenues since inception have been attributable to one recurring
customer. In 2004 this customer represented approximately 5% of our total sales
and in 2005, approximately 13%. The majority of our revenues have been the
result of services we performed in connection with large weddings. 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.
OUR REVENUES ARE HIGHLY DEPENDENT ON SALES DUE TO LARGE WEDDINGS, AND AS A
RESULT, OUR RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED BY THE CYCLICAL
NATURE OF WEDDINGS IN THE UNITED STATES.
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, as well as the regional area we service, is cyclical in varying
degrees, and typically experiences fluctuations in the number of weddings which
occur from month to month. There are no means to reasonably project the number
and size of assignments we will receive in any given season. The business is
largely dependent on a mix of local clients and out-of-town clients planning
"destination" weddings or events. The frequency and size of the assignments can
be affected by general economic conditions as well as trends that develop or
devolve in the destination wedding/event desirability of the region we service.
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 HAROLD A. YOUNT, JR. AND HIS WIFE, BRENDA YOUNT, OUR
CHIEF EXECUTIVE OFFICER AND VICE PRESIDENT, RESPECTIVELY, AND IF WE LOSE THEM,
WE WILL FACE SIGNIFICANT HURDLES TO CONTINUING OUR BUSINESS OPERATIONS.
Our performance is substantially dependent on the performance of Harold
A.Yount, Jr., our Chief Executive Officer, and his wife Brenda Yount, our Vice
President. The loss of the services of either Harold A, Yount, Jr. 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.
Furthermore, Mr. Yount currently spends only an estimated 8-10 hours a week on
company issues, and his time commitment is not expected to change until revenues
increase, if at all. Mr. Yount's limited time commitment may affect our
marketing and sales and may have a detrimental effect on our revenues. In
addition, 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.
9
OUR CHIEF EXECUTIVE OFFICER AND VICE PRESIDENT POSSESS MAJORITY CONTROL OVER OUR
OPERATIONS, AND BECAUSE OF THIS THEY MAY CHOOSE A PLAN OF ACTION WHICH WILL
DEVALUE OUR OUTSTANDING SECURITIES.
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
AND BECAUSE OF THIS OUR SECURITIES COULD FACE DEVALUATION IN THE MARKET.
We have paid no cash dividends on our Common Stock to date and it is not
anticipated that any cash dividends will be paid to holders of our Common Stock
in the foreseeable future. While our dividend policy will be based on the
operating results and capital needs of the business, it is anticipated that any
earnings will be retained to finance our future expansion. As an investor, you
should take note of the fact that a lack of a dividend can further affect the
market value of our stock, and could significantly affect the value of any
investment in us.
OUR BYLAWS PROVIDE FOR INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS, SO IT WILL
BE DIFFICULT TO SEEK DAMAGES FROM OUR OFFICERS AND/OR DIRECTORS IN A LAWSUIT.
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
MAY BE UNABLE TO COMPETE IN THE FLORAL SERVICES MARKET.
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
BUSINESS PLAN AND EXPAND OUR OPERATIONS IS HIGHLY DEPENDENT ON OUR ABILITY TO
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.
10
NEVADA LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF
PREFERRED STOCK, WHICH SHARES MAY HAVE RIGHTS AND PREFERENCES GREATER THAN THE
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,
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
MARKET FOR OUR COMMON STOCK IN THE FUTURE, OUR STOCK PRICE MAY BE VOLATILE AND
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 which include stock market
fluctuations, general economic, political and overall global market conditions,
such as recessions, interest rates or international currency fluctuations. Any
and all of these factors, while unrelated directly to us, may adversely affect
the market price and liquidity of our Common Stock.
Investors May Face Significant Restrictions On The Resale Of Our Common Stock
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
11
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 which have been based
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 8 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 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.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 twelve 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 year ended December 31, 2005, we generated net revenues
from sales of floral design and event planning services of approximately $3,110.
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 below). As of December 31, 2005, we had
drawn approximately $11,207 on this line of credit.
We have summarized below in table form a series of objectives which we plan
to seek to achieve over the next twelve months, which we believe will
significantly increase our revenue base and profitability.
In terms of priority, we will continue to implement our plan to increase
revenues by increasing our sales to our target markets, weddings, wedding
receptions and corporate event businesses. While this is currently underway, we
can anticipate most of our day-to-day efforts being dedicated to this effort. We
plan to increase our public relations and press relations efforts and will,
assuming that revenues increase, dedicate a larger portion of those revenues to
a concerted and well thought out advertising program. In connection which such
advertising program, we have already been profiled in a local publication, the
Hill Country View and received a byline credit in the September/October 2005
publication of the San Antonio Weddings magazine where a number of photos
featured flowers from one of our client's weddings, We have already seen an
increase in client inquiries as a result of our recent advertising campaign.
Furthermore, we have identified various advertising venues and requested rate
sheets, circulation data (in the case of printed publications) and
subscription/viewer profiles to more directly refine our advertising efforts in
the future.
Next in order of priority, we plan to seek out new markets in which we can
offer our services. We plan to achieve this process through additional research
of our competitors and a comparison of our strengths and weaknesses vis- -vis
our competition. Currently and in the foreseeable future, we plan to continue to
compete with local and regional affiliates of large national floral companies
such as FTD, Teleflora and Hallmark. In the Boerne, Texas metro area there are
less than six (6) local florists, none of which cater specifically to weddings
or special events. Our emphasis therefore, will be to provide an additional
level of "personal professionalism," service and expertise which we believe 1)
the large organization cannot or will not offer and 2) the local florists are
not inclined to offer. We believe that this "personal professionalism" will
significantly differentiate us from our competitors and place Fleurs De Vie,
Inc. in a market niche of its own. Despite this effort, we recognize that our
competitors will most likely have significantly larger capital recourses and may
have a much longer period of success that we have. Nevertheless, we believe that
our unique blend of expertise and personal attention will set us aside from our
competition.
Additionally, while we do not currently have any plans to, we have not
ruled out joining strategic alliances with our competition in the future,
provided such alliances can increase our revenues without detrimentally
affecting our long terms growth. As such, our third objective will be to seek
out companies for strategic alliances and growth. Such alliances may however,
not only include companies which may be perceived as competitors, but also
13
companies and businesses which fall outside of our immediate mainstream markets.
Such alliances may include event planners and convention and visitor bureaus,
community welcome wagons, wedding planners and overall party planners; all of
which may participate in their own revenue growth while contributing to ours by
hopefully creating new clients and customers.
The final planned phase to our revenue and growth plan is to seek out
additional capital resourses and simultaneously provide our investors with
liquidity by obtaining effectiveness of this Registration Statement and
eventually trading 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 and/or debt
securities.
OBJECTIVE METHOD OF ACHIEVEMENT TIMING OF EVENT
ONGOING:
Fund operations and Operations are currently being Currently underway. We are generating
generate revenue funded by existing gross revenues revenues now. First revenues were
and working capital generated in November, 2002
ONGOING:
Expand and market our Ongoing process which has already
services to new customers Currently underway commenced with the creation of the
and seek out new marketing Company's website and expansion of
and sales venues. web-based marketing and advertising.
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
alliances cannot be definitively timed
and will depend on opportunities that
we are presented with in the future.
BEGINNING SIX MONTHS TO TWELVE MONTHS
Seek liquidity and growth in FROM THE DATE OF THIS FILING:
the market place. Become listed on the Over-The-
Counter Bulletin Board, build our Once this registration statement has been
operations and continue our declared effective by the SEC, we plan
marketing efforts to potential new to become listed on the OTCBB.
investors and existing shareholders.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005, COMPARED TO THE YEAR
ENDED DECEMBER 31, 2004
We had sales of $9,606 for the year ended December 31, 2005, compared to
sales of $14,347 for the year ended December 31, 2004, which represented a
decrease in sales of $4,741 or 33% from the prior period. Our sales were lower
during the year ended December 31, 2005, compared to the year ended December 31,
2004, due to revenues we received during the year ended December 31, 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 year ended December 31, 2005, compared to the year ended
December 31, 2004. The sales experienced in the year ended December 31, 2004
represented an uncharacteristically high sales period. We plan to follow the
items and plans described above under "Plan of Operations" in an attempt to
generate additional revenues.
14
We received approximately seventy-one percent (71%)of our revenues from a
total of only eleven (11) customers since inception, and approximately
forty-three percent (43%) of our revenues from a total of only five (5)
customers for the year ending December 31, 2005. Approximately eight percent
(8%) of our revenues since inception have been attributable to one recurring
customer. In 2004 this customer represented approximately 5% of our total sales
and in 2005, approximately 13%. The majority of our revenues have been the
result of services we performed in connection with large weddings. 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 plan to
continue marketing our services as described above under "Plan of Operations."
We had cost of revenues of $6,496 for the year ended December 31, 2005,
compared to $12,384 for the year ended December 31, 2004, which represented a
decrease in cost of sales of $5,888 or 47.5% from the prior period. The decrease
in cost of revenues for the year ended December 31, 2005, was directly related
to the our decreased sales, as we were not required to purchase additional
plants and flowers, as well as other items required for our large events during
this period. Additionally, this reduction in cost of revenues was due to the
improved purchasing practices relating to our raw materials, as well as
increased overall margins on our contracts.
We had gross profit of $3,110 for the year ended December 31, 2005,
compared to gross profit of $1,963 for the year ended December 31, 2004, which
represented an increase in gross profit of $1,147 or 58.4% from the prior
period. This was mainly attributable to our decreased costs of revenues due to
our increased margins on our sales as described above, compared to costs of
revenues for the year ended December 31, 2004.
We had general and administrative expenses of $58,043 for the year ended
December 31, 2005, compared to general and administrative expenses of $1,879,
which represented an increase in general and administrative expenses of $56,164
or 2,989% 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 and the expensing of shares
of Common Stock issued for services to certain consultants (described in greater
detail under "Recent Sales of Equity Securities" and "Certain Relationships and
Related Transactions," disclosed herein), during the year ended December 31,
2005.
We had $1,788 of interest expense for the year ended December 31, 2005,
compared to $0 of interest expense for the year ended December 31, 2004. This
was due to $1,777 of imputed interest on the Note payable to David M. Loev, as
described below, as well as $11 in credit card interest for the year ended
December 31, 2005.
We had a net loss before income taxes $56,721 for the year ended December
31, 2005, compared to a net income before taxes of $84 for the year ended
December 31, 2004, a decrease of $56,805 from the prior period.
We had income tax benefit of $14 for the year ended December 31, 2005,
compared to income tax expense of $14 for the year ended December 31, 2004.
We had net loss of $56,707 for the year ended December 31, 2005, compared
to net income of $71 for the year ended December 31, 2004, which represented an
increase in net loss $56,778 from the prior period. This increase in net loss
was mainly due to the $58,043 of general and administrative expenses for the
year ended December 31, 2005, which expenses related to legal expenses and
account expenses associated with our private placement memorandum and this Form
SB-2 Registration Statement.
15
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2005, our only asset was $5,025 of cash.
We had total liabilities of $35,827 as of December 31 2005, which included
current liabilities of $24,620, which included accounts payable of $1,328, sales
tax payable of $792, and note payable for services of $22,500; and non-current
liabilities of $11,207, which represented our Line of Credit with our Chief
Executive Officer Harold A. Yount, Jr. 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. Accounts payable as of December 31, 2005
included $1,225 payable to our auditors for services rendered in 2005; $93
payable for various other operating expenses.
We had negative working capital of $19,595 as of December 31, 2005 and a
ratio of total assets to total liabilities of 0.14.
We had total cash used in operating activities of $43,401 for the year
ended December 31, 2005, which was mainly due to net loss of $56,707, which was
offset by $11,734 of stock issued for services and $1,777 of imputed interest
expense and $297 of sales tax payable. The $11,734 of stock issued for services
included the 900,000 shares of restricted stock issued to our founders, Harold
and Brenda Yount, our Chief Executive Officer and Vice President, respectively
and 882,500 shares of restricted Common Stock issued to various consultants as
explained in greater detail under "Recent Sales of Equity Securities" and
"Certain Relationships and Related Transactions," herein, The $1,777 of imputed
interest expense included imputed and expensed interest on our Line of Credit
and our Note with our attorney, David M. Loev, which is described in greater
detail below.
We had $46,477 of net cash provided by financing activities for the year
ended December 31, 2005, which included $14,600 of proceeds from the sale of
stock, which represented the 73,000 shares of restricted Common Stock we sold
between March 2005 and November 2005 to twenty-eight (28) shareholders for
aggregate consideration of $14,600 ($0.20 per share); and $31,877 of net change
in line of credit to related party.
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 April 2005, we issued our attorney, David M. Loev 700,000 shares of our
restricted common stock and in May 2005, we paid Mr. Loev, $5,000 and issued him
a $25,000 Note Payable, in consideration for legal services rendered by Mr. Loev
in connection with our incorporation and legal services 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 December 31, 2005, the balance of such Note was $22,500. The Note
is due and payable on May 15, 2006. Any amount of the Note not paid by May 15,
2006, bears interest at the rate of ten percent (10%) per year, payable on the
15th of each month until due.
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.
Product Research and Development
- --------------------------------
There is no planned product research and development in the foreseeable
future.
16
Planned purchases of major equipment or facilities
- --------------------------------------------------
We have no plans to purchase major equipment or facilities in the next 12
months. However, it can be anticipated that, because of the nature of our
business, we may need to acquire various smaller pieces of equipment or tools in
the future in connection with the processing of floral materials.
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 and
contract labor 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. Since our inception in October 2002 as a sole
proprietorship through our incorporation in Nevada in April, 2005, Fleurs De
Vie, Inc. has provided and continues to provide 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 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, 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;
17
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 non-refundable 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 that 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 ran a feature story
on us in its February 24, 2006 issue.
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. 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 currently and in the foreseeable future will continue to compete with local
and regional affiliates of large national floral companies such as FTD,
Teleflora and Hallmark. In the Boerne, Texas, metro area there are less than
six (6) local florists, none of which cater specifically to weddings or special
events. Our emphasis will therefore be to provide an additional level of
"personal professionalism," service and expertise which we believe 1) the large
organization cannot or will not offer and 2) the local florists are not inclined
to offer. This "personal professionalism" will significantly differentiate us
from our competitors and place Fleurs De Vie, Inc. in a market niche of its own.
18
Despite this effort, we recognize that our competitors most likely have
significantly larger capital recourses and may have a much longer period of
success that we have. However, we believe that we will be able to successfully
compete in our market as we believe that our unique blend of expertise and
personal attention will set us aside from the competition.
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 due to increased competition, will not adversely affect
our business, results of operations and financial conditions. Despite the
competitive nature of the floral services market, we have not experienced any
downward pressures on our price points to date.
OUR BUSINESS IS SPECULATIVE IN NATURE
- ------------------------------------------
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, as
well as the regional area we service, is cyclical in varying degrees, and
typically experiences fluctuations in the number of weddings which occur from
month to month. There are no means to reasonably project the number and size of
assignments we will receive in any given season. The business is largely
dependent on a mix of local clients and out-of-town clients planning
"destination" weddings or events. The frequency and size of the assignments can
be affected by general economic conditions as well as trends that develop or
evolve in the destination wedding/event desirability of the region we service.
According to statistics on www.theknot.com, the majority of weddings occur
between the months of May and October each year, with substantially fewer
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 fewer weddings occurring during those months.
As a result, our results of operations for one quarterly period may not provide
an accurate projection of our results of operations for the entire fiscal year
and/or may vary significantly from one quarter to the other. The nature of the
business therefore is considered speculative.
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.
19
RESEARCH AND DEVELOPMENT
- --------------------------
The nature of our business does not require any research and development.
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 and contract labor 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 off the
regularly quoted prices on Filings website, www.ASAPEdgar.com, 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
20
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 $31,000 in total sales to approximately
eighty-nine (89) separate assignments and approximately sixty-six (66) separate
customers. Ms. Yount studied floral arrangement at Anthony's School of Floral
Designs of Texas and received her degree in September 2002.
[Remainder of page left intentionally blank.]
21
EXECUTIVE COMPENSATION
----------------------
Other
Annual Restricted
Name & Principal Compen- Options Stock
Position Year Salary ($) 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. We do not have an employment agreement with Mr. Yount.
(2) Mr. Yount was issued 500,000 shares of our Common Stock in April
2005, in consideration for services rendered to the Company in
connection with the Company's formation and with his positions as
Chief Executive Officer and Director of the Company.
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
22
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.
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 April 2005, Mr. Birmingham was issued 400,000 shares of our stock in
anticipation of his commitment to aid our company and provide us guidance on
general business consulting matters connected with our formation, operations and
plans for future expansion, as Mr. Birmingham has knowledge of publicly traded
companies and the challenges faces such companies. However, in June 2005 Mr.
Birmingham informed us that the scope and amount of consulting services he would
be able to provide to us would be limited as a result of the fact that he could
no longer make the time commitment to us which he had originally anticipated,
and as a result of such change, he agreed to cancel 342,500 of the shares of
common stock which he was originally issued, and to retain 57,500 shares of our
Common Stock in consideration for the previous consulting work he had performed
for us.
In May 2005, we paid our attorney, David M. Loev, $5,000 and issued him a
$25,000 Note Payable in consideration for legal services rendered in connection
with our formation and legal services 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. As of December 31,
2005, the balance of such Note was $22,500. Any unpaid balance on the Note is
due on May 15, 2006, and such amount if not paid on May 15, 2006, bears interest
at 10% per year, payable on the 15th day of each month.
23
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 December 31, 2005, $11,207 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 20% discount on EDGAR filing services to be rendered to us (as
described above under "Recent Events").
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 March 20,
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
COMMON STOCK
NAME AND ADDRESS BENEFICIALLY OWNED
OF BENEFICIAL OWNERS PERCENTAGE OF OWNERSHIP(1)(2) PERCENTAGE OF OWNERSHIP(1)(2)
- -------------------- ----------------------------- -----------------------------
Harold A. Yount , Jr.(2)
President, Chief Executive Officer, 900,000 48.5%
Chief Financial Officer, Secretary,
Treasurer and Director
206 East Roosevelt Ave.
Boerne, Texas, 78006
Brenda P. Yount (2)
Vice President 900,000 48.5%
206 East Roosevelt Ave.
Boerne, Texas, 78006
David M. Loev (3)
2777 Allen Parkway, Suite 100 750,000 40.4%
Houston, Texas, 77019
ALL OFFICERS AND DIRECTORS AS A
GROUP (2 PERSONS) 900,000 48.5%
(1) Using 1,855,500 shares of Common Stock outstanding as of March 20,
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 individual 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.
24
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 March 20,
2006, we had 1,855,500 shares of Common Stock issued and outstanding and - 0 -
shares of Preferred Stock issued and outstanding.
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. There
currently exists no public market for the Company's Common Stock.
The remaining 1,650,000 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
25
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
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 205,000 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(3) 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 (4) Cash 1,500 1,500 0
Robert E. Casey (5) 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.(6) Cash 3,000 3,000 0
26
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
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
TOTAL 205,500 205,500 0
(1) Gwen Carden is the sister of our President, Harold A. Yount, Jr.
Gwen Carden is a free-lance writer and marketing consultant based out of
Palm City, Florida. She has provided advice and guidance regarding
marketing, advertising and promotion of our business through both print
media and internet web design.
(2) Ms. Cynthia Davis and Ms. Lisa Rhoades are sisters of Brenda P.
Yount, our Vice President. Lisa Rhoades and Cynthia Davis are the owners
RockeFlowers, a subsidiary of Rockefeller Hall in Houston, Texas. They have
assisted us in strategic planning issues, design ideas and on a limited
basis, flower arrangement production.
(3) The Brietman Family Trust is controlled by Reid Brietman, its
trustee. Neither he nor the Trust has a relationship with us.
(4) Harold A. Yount is the father of our president and director,
Harold A. Yount, Jr.
(5) Robert E. Casey is the son of Brenda Yount, our Vice President and
the stepson of Harold A. Yount, Jr., our president and director.
(6) BFP Texas, Ltd. is a Texas Limited Partnership whose general
partner is a Trust controlled by Janet . T. Birmingham and Carey G.
Birmingham as co-trustees. In addition, Carey G. Birmingham, via a trust,
owns a 5.6% limited partnership interest in BFP Texas, Ltd.
Other than the shareholders footnoted to above, none of the selling
shareholders have had a material relationship with us during the past three
years.
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:
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;
27
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.
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.
28
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 March 20, 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 an aggregate of 750,000
shares of our Common Stock, 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 a
total of 40.4% of our issued and outstanding common stock. There are no other
shares of our Common Stock held by affiliates of David M. Loev, Attorney at Law,
law firm other than those disclosed in the previous sentence. None of the
shares of our Common Stock held directly or indirectly by Mr. Loev are included
for registration in this Prospectus.
EXPERTS
The financial statements of the Company as of as of December 31, 2005 and
the related statements of operations, stockholders' equity and cash flows for
the years ended December 31, 2005 and 2004 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.
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.
29
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 400 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.
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.]
30
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
Audited Financial Information for the Year Ended December 31, 2005
--------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1
BALANCE SHEET -
December 31, 2005 F-2
STATEMENTS OF OPERATIONS -
Years Ended December 31, 2005 and 2004 F-3
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Years Ended December 31, 2005 and 2004 F-4
STATEMENTS OF CASH FLOWS -
Years Ended December 31, 2005 and 2004 F-5
NOTES TO FINANCIAL STATEMENTS F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Fleurs De Vie, Inc.
Boerne, Texas
We have audited the accompanying balance sheet of Fleurs De Vie, Inc. as of
December 31, 2005 and the related statements of operations, stockholders'
deficit, and cash flows for the two years ended December 31, 2005. These
financial statements are the responsibility of Fleurs De Vie, Inc. 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, Inc. as of
December 31, 2005 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, Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, Fleurs De Vie, Inc. 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
January 19, 2006
F-1
FLEURS DE VIE, INC.
BALANCE SHEET
December 31, 2005
ASSETS
Cash $ 5,025
---------
TOTAL ASSETS $ 5,025
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable $ 1,328
Sales tax payable 792
Note payable for services 22,500
---------
Total current liabilities 24,620
Line of credit - related party 11,207
---------
Total liabilities 35,827
---------
Commitments -
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par, 10,000,000 authorized,
none issued and outstanding -
Common stock, $.001 par, 140,000,000 authorized,
1,855,500 issued and outstanding 1,856
Additional paid-in capital 28,755
Accumulated deficit (61,413)
---------
Total Stockholders' Deficit (30,802)
---------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 5,025
=========
F-2
FLEURS DE VIE, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2005 and 2004
2005 2004
-------- --------
Sales $ 9,606 $ 14,347
Cost of revenues 6,496 12,384
-------- ---------
Gross profit 3,110 1,963
General and administrative expenses 58,043 1,879
Interest expense 1,788 -
-------- ---------
Net income (loss) before income taxes (56,721) 84
Income tax (expense) benefit 14 (14)
-------- ---------
Net income (loss) $(56,707) $ 71
======== =========
Basic and diluted net income
(loss) per common share $ (.03) n/a
Proforma amounts $ (.04) $ .00
Weighted average common
shares outstanding 1,873,900 n/a
Proforma amounts 1,593,737 900,000
F-3
FLEURS DE VIE, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Periods Ended December 31, 2005 and 2004
Additional
Common Paid in Retained
Shares Par Capital Deficit Totals
--------- -------- ---------- ---------- ----------
Balances at
December 31, 2003 - $ - $ 2,500 $ (4,776) $ (2,276)
Net income - - - 70 70
--------- -------- ---------- ---------- ----------
Balances at
December 31, 2004 - - 2,500 (4,706) (2,206)
Founders shares 900,000 900 - - 900
Stock for services 882,500 883 9,951 - 10,834
Stock for cash 73,000 73 14,527 - 14,600
Imputed interest - - 1,777 - 1,777
Net loss - - - (56,707) (56,707)
--------- -------- ---------- ---------- ----------
Balances at
December 31, 2005 1,855,500 $ 1,856 $ 28,755 $ (61,413) $ (30,802)
========= ======== ========== ========== ==========
F-4
FLEURS DE VIE, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2005 and 2004
2005 2004
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (56,707) $ 70
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Imputed interest expense 1,777 -
Stock issued for services 11,734 -
Changes in:
Accounts receivable - 135
Accounts payable 297 541
Sales tax payable - 910
Accrued expenses (488) -
Income taxes payable (14) 14
--------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (43,401) 1,670
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock 14,600 -
Net change in line of credit
to related party 31,877 -
--------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 46,477 -
--------- --------
NET CHANGE IN CASH 3,076 1,670
Cash balance, beginning of period 1,949 279
--------- --------
Cash balance, ending of period $ 5,025 $ 1,949
========= ========
Supplemental Information:
Interest paid $ - $ -
Income taxes paid - -
F-5
FLEURS DE VIE, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
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.
Reclassifications. Certain prior year amounts have been reclassified to conform
to the current year presentation.
Use of Estimates. In preparing financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenue and expenses in the statement of expenses. Actual
results could differ from those estimates.
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.
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 the customer picks up the product or FDV delivers the
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 were computed on their total income from all sources.
Beginning in 2005, FDV recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. FDV provides a
valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.
Basic and diluted net income (loss) per share. The basic net income (loss) per
common share is computed by dividing the net income (loss) by the weighted
average number of common shares outstanding. Diluted net income (loss) per
common share is computed by dividing the net income (loss) adjusted on an "as if
converted" basis, by the weighted average number of common shares outstanding
plus potential dilutive securities. For the years ended December 31, 2005 and
2004, there were no potential dilutive securities. Proforma net income (loss)
per share has been presented as if the shares issued to the original owners were
issued as of the first day of the first period presented.
Stock Compensation. FDV adopted the disclosure requirements of Financial
Accounting Standard No. 123R, Accounting for Stock-Based Compensation. SFAS 123R
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services and requires that the
compensation cost relating to share-based payment transactions be recognized in
F-6
the financial statements, measured by the fair value of the equity or liability
instruments issued, adjusted for estimated forfeitures. Options or stock awards
issued to non-employees and consultants are recorded at their fair value as
determined in accordance with SFAS No. 123R and EITF No. 96-18, "Accounting for
Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services", and recognized over the related
vesting or service period. As of December 31, 2005, FDV has not issued any stock
options or warrants.
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 $61,413 and a working capital deficit of $19,595 as of December 31,
2005. These conditions raise substantial doubt as to FDV's ability to continue
as a going concern. Management is attempting to raise additional capital through
sales of stock and in turn increase operations. FDV will continue to implement a
plan to increase revenues, public relations, press relations and advertising.
FDV will seek out new markets and areas of strategic alliance and opportunity.
The financial statements do not include any adjustments that might be necessary
if FDV is unable to continue as a going concern. Due to the uncertainties
arising from FDV's financial condition, FDV's independent registered public
accounting firm included an explanatory paragraph discussing going concern
uncertainties in their "Report of Independent Registered Public Accounting
Firm."
NOTE 3 - 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. Interest of 10% is being imputed and expensed as a
contribution to capital.
NOTE 4 - 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%. Interest of 10% is being imputed and expensed as a contribution to capital.
As of December 31, 2005, $13,793 was available for borrowing under the line of
credit.
F-7
NOTE 5 - COMMITMENTS
FDV has no lease expense for the years ended December 31, 2005 and 2004. FDV is
using office space provided by the majority shareholder on a rent-free, month to
month basis.
NOTE 6 - 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 two consultants for services
valued at $1,175. The 900,000 founder's shares were issued for the transition of
the entity from a sole proprietor to a corporation. The shares have been
presented as if they were issued as of the first day of the first period
presented.
In June 2005 FDV cancelled 342,500 shares of common stock valued at $343
previously issued to consultants.
From July through December 2005 FDV sold 73,000 shares of common stock for
proceeds of $14,600.
In October 2005, FDV issued 50,000 shares of its common stock valued at
approximately $10,000 to a consultant in exchange for a reduction in that
consultant's cash fees for services.
NOTE 7 - MAJOR CUSTOMERS AND CONCENTRATIONS
During 2005 FDV had 7 customers that collectively comprised approximately 100%
of FDV's annual revenue and 2004 FDV had six customers that collectively
comprised approximately 87% of FDV's annual revenue.
F-8
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 $ 4.83
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 $ 43,004.83*
==============
*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 to be 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
342,500 of the shares which he had been issued in April 2005. This was due to
Mr. Birmingham's inability to commit the necessary time to us and our growth
efforts (as explained in greater detail under "Certain Relationships and Related
Transactions" above).
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
involve a public offering, the recipients took the shares for investment and not
31
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(1) Articles of Incorporation
3.2(1) Certificate of Correction
3.3(1) 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(1) Line of Credit with Harold A. Yount, Jr.
10.2* Edgar Services Agreement with Loev Corporate Filings, Inc.
10.3* Promissory Note with David M. Loev
23.1* Consent of Malone & Bailey, PLLC
23.2* Consent of David M. Loev, Attorney at Law (See Exhibit 5.1)
(1) Filed as Exhibits to our Form SB-2 Registration Statement filed with the
Commission on January 18, 2006, and incorporated herein by reference.
* 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:
32
(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
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. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(i) If the Registrant is relying on Rule 430B:
(A) Each Prospectus filed by the Registrant pursuant to Rule
424(b)(3) (Sec.230.424(b)(3) of this chapter) shall be deemed to
be part of the registration statement as of the date the filed
Prospectus was deemed part of and included in the registration
statement; and
(B) Each Prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
33
Prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the Prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that Prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or Prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or Prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or Prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date; or
(ii) If the Registrant is subject to Rule 430C, each Prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than Prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or Prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or Prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or Prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
6. That, for the purpose of determining liability of the Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary Prospectus or Prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to
Rule 424; (ii) Any free writing Prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used or
referred to by the undersigned Registrant;
(iii) The portion of any other free writing Prospectus relating to the
offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the
undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by
the undersigned Registrant to the purchaser.
34
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
March 20, 2006.
FLEURS 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, ChiefExecutive Officer, March 20, 2006
- ----------------------- Chief Financial Officer,Treasurer
Secretary Principal Accounting Officer,
HAROLD A. YOUNT, JR. and Director
/s/ Brenda P. Yount Vice President March 20, 2006
- ------------------
BRENDA P. YOUNT
35
EXHIBIT INDEX
-------------
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- -----------
3.1(1) Articles of Incorporation
3.2(1) Certificate of Correction
3.3(1) 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(1) Line of Credit with Harold A. Yount, Jr.
10.2* Edgar Services Agreement with Loev Corporate Filings, Inc.
10.3* Promissory Note with David M. Loev
23.1* Consent of Malone & Bailey, PLLC
23.2* Consent of David M. Loev, Attorney at Law (See Exhibit 5.1)
(1) Filed as Exhibits to our Form SB-2 Registration Statement filed with the
Commission on January 18, 2006, and incorporated herein by reference.
* Attached hereto.
36