-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oq3RtMT3YVT0/dH2MhlzaiUfD0VDueKoGgBgP7IUDCd6k/oU/9c0f0stk3Vh0YEK oIY8aYTjjw0i51DPSSPhVA== 0001332277-06-000023.txt : 20060118 0001332277-06-000023.hdr.sgml : 20060118 20060118112855 ACCESSION NUMBER: 0001332277-06-000023 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fleurs De Vie, Inc. CENTRAL INDEX KEY: 0001341780 IRS NUMBER: 202388650 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-131084 FILM NUMBER: 06534741 BUSINESS ADDRESS: STREET 1: 206 E. ROOSEVELT CITY: BOERNE STATE: TX ZIP: 78006 BUSINESS PHONE: 830-249-1679 MAIL ADDRESS: STREET 1: 206 E. ROOSEVELT CITY: BOERNE STATE: TX ZIP: 78006 SB-2 1 fleursformsb-2.txt FLEURS DE VIE, INC. FORM SB-2 As filed with the Securities and Exchange Commission on January 18, 2006 Registration No. ------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------------- FORM SB-2 Registration Statement Under the Securities Act of 1933 ---------------------------------- FLEURS DE VIE, INC. (Exact name of Registrant as specified in its charter) NEVADA 7389 20-2380650 (State or other (North American Industry (I.R.S. Employer jurisdiction of Classification System Identification incorporation or NAICS) Number) organization) Harold A. Yount, Jr. Harold A. Yount, Jr. FLEURS DE VIE, INC. FLEURS DE VIE, INC. 206 East Roosevelt 206 East Roosevelt Boerne, TX 78006 Boerne, TX 78006 (830) 249-1679 (830) 249-1679 (Address, and telephone number (Name, address and telephone number of principal executive offices) of agent for service) Copies to: DAVID M. LOEV, JOHN S. GILLIES DAVID M. LOEV, ATTORNEY AT LAW DAVID M. LOEV, ATTORNEY AT LAW 2777 ALLEN PARKWAY, SUITE 1000 & 2777 ALLEN PARKWAY, SUITE 1000 HOUSTON, TEXAS 77019 HOUSTON, TEXAS 77019 PHONE:(713) 524-4110 PHONE:(713) 524-4110 FAX: (713) 524-4122 FAX: (713)_456-7908 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO BE BEING PRICE AGGREGATE AMOUNT OF REGISTERED REGISTERED PER SHARE(1) PRICE(1)(2) REGISTRATION FEE - ------------------------- ---------- ------------- ------------ ----------------- Common Stock to be Resold 255,500 $ 0.20 $ 51,100 $ 6.01 - ------------------------- ---------- ------------- ------------ ----------------- TOTAL 255,500 $ 0.20 $ 51,100 $ 6.01 - ------------------------- ---------- ------------- ------------ -----------------
(1) The offering price is the stated, fixed price of $0.20 per share until the securities are quoted on the OTC Bulletin Board for the purpose of calculating the registration fee pursuant to Rule 457. (2) This amount has been calculated based upon Rule 457(c) and the amount is only for purposes of determining the registration fee, the actual amount received by a selling shareholder will be based upon fluctuating market prices once the securities are quoted on the OTC Bulletin Board. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine. FLEURS DE VIE, INC. RESALE OF 255,500 SHARES OF COMMON STOCK The selling stockholders listed on page 23 may offer and sell up to 255,500 shares of our common stock under this Prospectus for their own account. Currently our stock is not traded on any public trading market. Shares offered by the selling stockholders will be sold at the stated, fixed price of $0.20 per share until the securities are quoted on the OTC Bulletin Board and thereafter may sell at prevailing market prices or privately negotiated prices. A current Prospectus must be in effect at the time of the sale of the shares of common stock discussed above. We will not receive any proceeds from the resale of common stock by the selling stockholders. The selling stockholders will be responsible for any commissions or discounts due to brokers or dealers. We will pay all of the other offering expenses. Each selling stockholder or dealer selling the common stock is required to deliver a current Prospectus upon the sale. In addition, for the purposes of the Securities Act of 1933, selling stockholders may be deemed underwriters. Therefore, the selling stockholders may be subject to statutory liabilities if the registration statement, which includes this Prospectus, is defective by virtue of containing a material misstatement or failing to disclose a statement of material fact. We have not agreed to indemnify any of the selling stockholders regarding such liability. THIS INVESTMENT INVOLVES NEITHER THE SEC NOR ANY A HIGH DEGREE OF RISK. YOU STATE SECURITIES COMMISSION SHOULD PURCHASE SHARES ONLY IF HAS APPROVED OR DISAPPROVED OF YOU CAN AFFORD A COMPLETE THESE SECURITIES, OR LOSS. WE URGE YOU TO READ THE DETERMINED IF THIS PROSPECTUS "RISK FACTORS" SECTION IS TRUTHFUL OR COMPLETE. ANY BEGINNING ON PAGE 7 ALONG REPRESENTATION TO THE CONTRARY WITH THE REST OF THIS IS A CRIMINAL OFFENSE. PROSPECTUS BEFORE YOU MAKE YOUR INVESTMENT DECISION. The date of this Prospectus is , 2005 ----------------- TABLE OF CONTENTS ----------------- PAGE ---- Prospectus Summary 4 Summary Financial Data 5 Risk Factors 7 Use of Proceeds 11 Dividend Policy 11 Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Description of Business 15 Directors and Executive Officers 18 Executive Compensation 19 Indemnification of Officers and Directors 19 Certain Relationships and Related Transactions 20 Security Ownership of Certain Beneficial Owners and Management 21 Description of Capital Stock 21 Shares Available for Future Sale 22 Plan of Distribution and Selling Stockholders 23 Market for Common Equity and Related Stockholder Matters 25 Interest of Named Experts and Counsel 25 Disclosure of Commission Position on Indemnification for Securities Act Liabilities 26 Description of Property 26 Legal Proceedings 26 Legal Matters 26 Controls and Procedures 26 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27 Additional Information 27 Financial Statements 28 Part II 29 PART I - INFORMATION REQUIRED IN PROSPECTUS ABOUT THIS PROSPECTUS --------------------- 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. Our services include: o Pre-event conferences and surveys with clients to inventory the needs and wishes of the client; o Determining budget constraints and developing design schemes within those budget constraints; o Pricing for custom designed and specified floral arrangements tailored to the client's wishes and needs; o Developing coherent floral themes for events. Refining the client's ideas into tangible concepts and designs; o Defining the physical and logistical scope of client events; o Preparing detailed pricing and budgets; o Personal review of event venue(s) where necessary; o Individual hand selection of floral materials, containers and accoutrements; o Production, delivery and placement of arrangements and accessories; and o Unique floral decorating of special client venue features such as wedding cakes, registry tables, dinner tables, buffet tables, platforms, podiums, stages, windows, walkways, runways and any other potential opportunities for floral display. The individual products which we offer for sale to our customers include: o Various individual floral arrangements in containers as small as bud vases to large baskets; o Various table and general decorating flower arrangements; o Handheld arrangements including bouquets and nosegays; o Adornment items such as corsages, boutonnieres and headdresses; o Household decorations such as holiday wreaths and decorated garlands; and o Large display items such as floral sprays, large centerpieces and large containers. In addition to the services and products listed above, we may increase our product lines in the future to include custom made silk flower arrangements and we may elect to grow in the future by offering franchise opportunities to interested parties. -4- We were incorporated in Nevada on April 15, 2005 as "Fleurs De Vie." On June 9, 2005, we filed a Certificate of Correction with the State of Nevada to have our registered name corrected to "Fleurs De Vie, Inc." In the course of our day-to-day business operations in the State of Texas, we are operating under the approved assumed name of "FDV, Inc." Our principal executive offices are located at 206 East Roosevelt, Boerne, Texas, 78006, our telephone number is 830-249-1679 and our fax number is 830-249-1260. We have a website located at http://www.FDVie.com, which includes information which we do not wish to be included in this Prospectus. SUMMARY OF THE OFFERING: ------------------------ COMMON STOCK OFFERED: 255,500 shares by selling stockholders COMMON STOCK OUTSTANDING BEFORE THE OFFERING: 1,855,500 shares COMMON STOCK OUTSTANDING AFTER THE OFFERING: 1,855,500 shares USE OF PROCEEDS: We will not receive any proceeds from the shares offered by the selling stockholders. See "Use of Proceeds." RISK FACTORS: The securities offered hereby involve a high degree of risk, including risks associated with our need for additional financing, our ability to continue as a going concern, that we have a limited operating history, that we currently depend on a small number of major customers for the majority of our revenues, that our operations may be affected by the cyclical nature of weddings, we depend heavily on our officers and directors, that our President and Vice President can vote a majority of our outstanding shares, that we do not anticipate paying any dividends on our Common Stock, that our Articles of Incorporation and Bylaws provide for indemnification of our officers and Directors, that we face intense competition for our services and products, that our results of operations and the ultimate ability of us to continue our business plan is based on our ability to manage our growth, that Nevada law and our Articles of Incorporation allow our Director to issue shares of Common and Preferred Stock without shareholder approval, that we do not currently have a public market for our securities, and the penny stock restrictions on our common stock. See "Risk Factors." NO MARKET: No assurance is provided that a market will be created for our securities in the future, or at all. If in the future a market does exist for our securities, it is likely to be highly illiquid and sporadic. -5- SUMMARY FINANCIAL DATA ---------------------- You should read the summary financial information presented below, which comes from our unaudited financial statements for the nine months ending September 30, 2005 and our audited financial statements for the year ended December 31, 2004 appearing elsewhere in this Prospectus. You should read this summary financial information in conjunction with our plan of operation, financial statements and related notes to the financial statements, each appearing elsewhere in this Prospectus.
STATEMENT OF OPERATIONS / INCOME: Three Months Ended Year Ended September 30, 2005 December 31, 2004 ------------------ ----------------- Sales $ 2,108 $ 14,347 Cost of Sales 1,597 12,384 ------------------ ----------------- Gross Profit $ 511 $ 1,963 General and Administrative Expenses $ 811 $ 1,879 ------------------ ----------------- Net Income (loss) $ (300) $ 84 ================== ================= BALANCE SHEET: September 30, 2005 December 31, 2004 ------------------ ----------------- ASSETS Cash $ 10,529 $ 1,949 Accounts Receivable 595 - ------------------ ----------------- Total Assets $ 11,124 $ 1,949 ================== ================= LIABILITIES Current Liabilities $ 26,102 $ 2,311 Long-Term Liabilities 11,207 1,830 ------------------ ----------------- Total Liabilities $ 37,309 $ 4,141 STOCKHOLDER'S/PROPRIETOR'S DEFICIT Common Stock $ 1,803 $ - Paid-in Capital 16,529 - Accumulated Deficit/ Proprietor's Deficit (44,517) 2,192 ------------------ ----------------- Total Stockholders' Deficit (26,185) 2,192 ------------------ ----------------- Total Liabilities & Stockholders' Deficit $ 11,124 $ 1,949 ================== =================
-6- RISK FACTORS ------------ 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 remains; however, we can provide no assurances that the capital we have raised, and the additional capital available to us from our principals, will be adequate for our long-range growth. If financing is available, it may involve issuing securities senior to our then existing shareholders or equity financings that are dilutive to holders of our existing stock. In addition, in the event we are not able to raise additional capital, there is every likelihood that our growth will be restricted and we may be forced to scale back or curtail implementing our business plan and/or cease our business operations altogether, which may make any investment in us worthless. OUR AUDITOR HAS RAISED DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING CONCERN. - -------------------------------------------------------------------------------- We have generated nominal revenues since inception, and had a proprietor's deficit of ($2,192) as of December 31, 2004 and a stockholders' deficit of ($26,185) as of September 30, 2005. Additionally, our sole employee, Brenda Yount, who is also a significant shareholder of us, runs our operations. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot obtain additional financing and/or attain profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment in us could become devalued or even worthless. WE HAVE A LIMITED OPERATING HISTORY AND BECAUSE OF THIS IT MAY BE DIFFICULT TO - -------------------------------------------------------------------------------- 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. We need to arrange new agreements, raise capital, and pay expenses and general administrative fees. Although we feel our sole employee, Brenda Yount has significant experience in the floral design industry, we are a relatively new company and, as such, run a risk of not being able to compete in the marketplace because of our relatively short existence. New companies in the competitive environment of floral design, such as ours, may have difficulty in continuing in the highly competitive floral design industry, and as a result, we may be forced to abandon or curtail our business plan. Under such a circumstance, the value of any investment in us may become worthless. WE CURRENTLY DEPEND ON ONLY A SMALL NUMBER OF MAJOR CUSTOMERS FOR OUR REVENUES, - -------------------------------------------------------------------------------- AND IF ANY OF THOSE CUSTOMERS WERE LOST, IT COULD HAVE A MATERIALLY ADVERSE - -------------------------------------------------------------------------------- EFFECT ON OUR REVENUES. - -------------------------- We received approximately seventy-nine percent (79%) of our revenues from a total of only eleven (11) customers since inception, and approximately forty-six percent (46%) of our revenues from a total of only five (5) customers for the -7- period ending September 30, 2005. With the exception of one recurring customer, each client account was invoiced for services we performed in connection with a large wedding. We typically receive a large percentage of our revenues from a small number of large weddings each year. Due to the nature of weddings, i.e. that they are normally a one-time event, the majority of our past customers who accounted for the majority of our revenues are not and will not be repeat customers. As a result, we will need to continue marketing our services and will need to continue receiving revenues from a small number of large weddings and/or events. If we fail to receive revenues from large weddings and/or events in the future, it would have a materially adverse effect on our revenues and results of operations. If this were to happen, we could be forced to curtail or abandon our business plan and/or operations and any investment in us could become worthless. OURREVENUESARE HIGHLY DEPENDENT ON SALES DUE TO LARGE WEDDINGS, AND AS A RESULT, - -------------------------------------------------------------------------------- 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 is cyclical in varying degrees, and typically experiences fluctuations in the number of weddings which occur from month to month. According to statistics on www.theknot.com, the majority of weddings occur between the months of May and October each year, with substantially less weddings occurring between the months of November to April. As a result, our results of operations for the months from November to April may be substantially less than our results of operations during the months from May to October due to the fact that there are typically less weddings occurring during those months. As a result, our results of operations for one quarterly period may not give an accurate projection of our results of operations for the entire fiscal year and/or may vary significantly from one quarter to the other. WE ARE HIGHLY DEPENDENT ON ALEX YOUNT AND HIS WIFE, BRENDA YOUNT, OUR CHIEF - -------------------------------------------------------------------------------- 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 Alex Yount, our Chief Executive Officer, and his wife Brenda Yount, our Vice President. The loss of the services of either Alex Yount and/or Brenda Yount will have a material adverse effect on our business, results of operations and financial condition. In addition, we rely on Mr. and Mrs. Yount's discretion in the direction of our business and the agreements they enter into. The absence of Mrs. Yount will force us to seek a replacement who may have less experience or who may not understand our business as well, or we may not be able to find a suitable replacement. Without the expertise of Mrs. Yount, or an immediate and qualified successor, we may be forced to curtail our operations and/or cease our operations entirely, making the value of any investment in us worthless. OUR CHIEF EXECUTIVE OFFICER AND VICE PRESIDENT POSSESS MAJORITY CONTROL OVER OUR - -------------------------------------------------------------------------------- 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 -8- operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As an investor, you should take note of the fact that a lack of a dividend can further affect the market value of our stock, and could significantly affect the value of any investment in us. OUR BYLAWS PROVIDE FOR INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS, SO IT WILL - -------------------------------------------------------------------------------- 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. 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, -9- which we may issue may be exacerbated given the fact that such Preferred Stock may have super majority voting rights and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to this offering and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of Common Stock and/or Preferred Stock, may cause the value of our securities to decrease and/or become worthless. WE DO NOT CURRENTLY HAVE A PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A - -------------------------------------------------------------------------------- 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. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our Common Stock. Investors May Face Significant Restrictions On The Resale Of Our Common Stock - -------------------------------------------------------------------------------- Due To Federal Regulations Of Penny Stocks. - ------------------------------------------------- Once our Common Stock is listed on the Over-The-Counter Bulletin Board, it will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our Common Stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market. FORWARD-LOOKING STATEMENTS -------------------------- This Prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may affect our actual results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. These factors are discussed in the "Risk Factors" section beginning on page 7 of this Prospectus. In some cases you can identify forward-looking statements by terminology such as "may", "should", "could", "would", "expect", "plan", "anticipate", "believe", "estimate", "continue", or the negative of such terms or other similar expressions. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by -10- the cautionary statements included in this Prospectus. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur. USE OF PROCEEDS --------------- We will not receive any proceeds from the resale of Common Stock by the Selling Shareholders. DIVIDEND POLICY --------------- We have not in the past paid any dividends on our equity securities and anticipate that we will retain any future earnings for use in the expansion and operation of our business. We do not anticipate paying any cash dividends in the foreseeable future. Any determination to pay dividends will depend upon our financial condition, results of operations and capital requirements. [Remainder of page left intentionally blank.] --------------------------------------------- -11- MANAGEMENT'S DISCUSSION AND ANALYSIS OF --------------------------------------- FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- PLAN OF OPERATIONS Our plan of operations for the next twelve (12) months is summarized below. After this Registration Statement becomes effective, we plan to trade our shares of Common Stock on the Over-The-Counter Bulletin Board ("OTCBB"). Upon such time as our shares trade on the OTCBB, if ever, we plan to raise additional capital through the sale of Common Stock.
EVENT METHOD OF ACHIEVEMENT TIMING OF EVENT ONGOING: Operations are currently being Currently underway. We are generating Fund operations and funded by existing gross revenues revenues now. First revenues were generate revenue and working capital generated in December, 2004. Expand and market our services to new customers Currently underway ONGOING: and seek out new marketing Ongoing process which has already and sales venues. commenced with the creation of the Company's website and expansion of web- based services ands sales. NEXT SIX TO TWELVE MONTHS: Seek to establish strategic While we plan to complete strategic alliances that will maximize Complete alliances with source alliances within the next six to twelve our value and increase our businesses in related fields. months, the timing of such strategic revenues. alliances cannot be definitively timed and will depend on opportunities that we are presented with in the future. Become listed on the -Over-The- BEGINNING SIX MONTHS TO TWELVE MONTHS Seek liquidity and growth Counter Bulletin Board, build our FROM THE DATE OF THIS FILING: In the market place. operations and continue our Once this registration statement has been marketing efforts to potential new declared effective by the SEC, we plan investors and existing shareholders. to become listed on the OTCBB.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004 We had sales of $2,108 for the three months ended September 30, 2005, a decrease of $5,397 or 71.9% from sales of $7,505 for the three months ended September 30, 2004. Our sales were lower during the three months ended September 30, 2005, compared to the three months ended September 30, 2004, due to revenues we received during the three months ended September 30, 2004, through a number of larger events during that time period. As stated above, our operations are highly dependent on revenues received through large weddings and events, and we were engaged to provide services for a smaller number of such large events during the three months ended September 30, 2005, compared to the three months ended September 30, 2004. -12- We had cost of sales of $1,597 for the three months ended September 30, 2005, a decrease of $657 or 29.1% from cost of sales for the three months ended September 30, 2004 of $2,254. The decrease in cost of sales was directly related to our decreased sales for the three months ended September 30, 2005 compared to the prior period. We had gross profit of $511 for the three months ended September 30, 2005, a decrease of $4,740 or 90.3% from gross profit for the three months ended September 30, 2004 of $5,251. The decrease in gross profit was mainly attributable to our decreased sales. We had general and administrative expenses of $811 for the three months ended September 30, 2005, compared to general and administrative expenses of $581 for the three months ended September 30, 2004, an increase of $230 or 39.6%, which was mainly attributable to accounting fees associated with the review of our financial statements in connection with our Form SB-2 Registration Statement. We had a net loss of $300 for the three months ended September 30, 2005, compared to net income of $4,670 for the three months ended September 30, 2004, a decrease of $4,970 or 106.4% from the prior period. The change from net income to net loss was mainly attributable to the 71.9% decrease in sales and the 39.6% increase in general and administrative expenses for the three months ended September 30, 2005 compared to the three months ended September 30, 2004. RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004 We had sales of $8,393 for the nine months ended September 30, 2005, a decrease of $5,299 or 38.7% from sales of $13,692 for the nine months ended September 30, 2004. As stated above, out operations are highly dependent on revenues received through large weddings and events, and we were engaged to provide services for a smaller number of such large events during the nine months ended September 30, 2005, compared to the nine months ended September 30, 2004. We had cost of sales of $5,749 for the nine months ended September 30, 2005, a decrease of $2,372 or 29.2% from cost of sales for the nine months ended September 30, 2004 of $8,121. The decrease in cost of sales was directly related to our decreased sales for the nine months ended September 30, 2005 compared to the prior period. We had gross profit of $2,644 for the nine months ended September 30, 2005, a decrease of $2,927 or 52.5% from gross profit for the nine months ended September 30, 2004 of $5,571. The decrease in gross profit was directly attributable to our decreased sales during the nine months ended September 30, 2005, compared to the nine months ended September 30, 2004. We had general and administrative expenses of $42,469 for the nine months ended September 30, 2005, compared to general and administrative expenses of $406 for the nine months ended September 30, 2004, an increase of $42,063 or 10,360.3% from the prior period. The increase in general and administrative expenses was primarily due to accounting fees associated with the audit and review of our financial statements in connection with our private placement memorandum and this Form SB-2 Registration Statement. We had a net loss of $39,825 for the nine months ended September 30, 2005, compared to net income of $5,165 for the nine months ended September 30, 2004, a decrease of $44,990 or 871.1% from the prior period. The change from net income to a net loss was mainly attributable to the 38.7% decrease in sales and the 10,360.3% increase in general and administrative expenses for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004. RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004, COMPARED TO THE YEAR ENDED DECEMBER 31, 2003 Our sales increased $9,447, or 192.8%, to $14,347 for the year ended December 31, 2004, compared to sales of $4,900 for the year ended December 31, 2003. Cost of goods sold increased $8,839, or 249.3%, to $12,384 for the year ended December 31, 2004, compared to $3,545 for the year ended December 31, 2003. We had gross profit of $1,963 for the year ended December 31, 2004; an increase of $608, or 44.9%, from our gross profit of $1,355 for the year ended December 31, 2003. -13- We had general and administrative expenses of $1,879 for the year ended December 31, 2004, an increase of $534, or 39.7%, from general and administrative expenses for the year ended December 31, 2003 of $1,345. Our net income increased $74, or 740.0%, to $84 for the year ended December 31, 2004, compared to $10 for the year ended December 31, 2003. LIQUIDITY AND CAPITAL RESOURCES We had total assets of $11,124 as of September 30, 2005, which consisted solely of current assets, which included cash of $10,529 and accounts receivable of $595. We had total liabilities of $37,309 as of September 30, 2005, which included current liabilities of $26,102 and long term liabilities of $11,207. Current liabilities included accounts payable of $410; sales tax payable of $692; and note payable for services of $25,000. Long term liabilities consisted of a line of credit to a related party of $11,207. We entered into a master revolving line of credit with our President, Harold A. Yount, Jr., in September 2002 (the "Line of Credit"). We can borrow up to $25,000 under the Line of Credit. The Line of Credit bears no interest and any unpaid principal is due on December 31, 2007. Past due amounts not paid on December 31, 2007 will bear interest at the rate of 10% per year until paid in full. We had negative working capital of $14,978 as of September 30, 2005 and a ratio of total assets to total liabilities of 0.30. We had net cash used in operating activities of $14,897 for the nine months ended September 30, 2005, which included $39,825 in net loss, $595 in accounts receivable, $621 in accounts payable and $588 in sales tax payable which was offset by $1,732 of stock issued for services which consisted of an aggregate of 2,000,000 shares of the Company's Common Stock which were issued to Mr. and Mrs. Yount, Mr. Birmingham and Mr. Loev and certain consultants and $25,000 of note payable for services which was issued to our attorney, David M. Loev to collateralize monies owed to him in connection with the drafting of our Private Placement Memorandum and this Registration Statement. Mr. Birmingham agreed to cancel an aggregate of 342,500 shares of the Common Stock in June 2005 in connection with a substantially change in the scope of his consulting services. We had $23,477 of net cash provided by financing activities for the nine months ended September 30, 2005, which included $9,377 of net change in our Line of Credit and $14,100 of stock issued for cash. We raised $14,100 from the sale of 70,500 shares of Common Stock to twenty-seven (27) investors at $0.20 per share during the three months ended September 30, 2005, and raised an additional $500 through the sale of 2,500 shares of our Common Stock to one (1) investor subsequent to the three months ended September 30, 2005. We have no commitments from officers, directors or affiliates to provide funding, other than the $25,000 Line of Credit described above. Our growth and continued operations could be impaired by limitations on our access to the capital markets. In May 2005, we paid our attorney, David M. Loev, $5,000 and agreed to issue him a $25,000 Note Payable, in consideration for legal services rendered and to be rendered on behalf of us in connection with our Private Placement Memorandum and the filing and accompanying amendments associated with this SB-2 Registration Statement (the "Note"). As of September 30, 2005, the balance of such Note was $25,000; however, $2,500 was paid to Mr. Loev subsequent to September 30, 2005 and as a result, $22,500 remains outstanding under the Note as of the filing of this report. If we are unable to raise additional capital from increases in the Line of Credit and/or additional sales of Common Stock, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results. We have no commitment from our officer and director or any of our shareholders to supplement our operations or provide us with financing in the future. In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when it approaches a condition of cash insufficiency. The sale of additional equity securities, if accomplished, may result in dilution to our shareholders. We cannot assure you, however, that financing will be available in amounts or on terms acceptable to us, or at all. -14- Plan of Operations - -------------------- Management believes that with the money we currently generate through sales and the fact that our expenses are limited and our officers, Directors and employees do not draw a salary, that we will have sufficient funding to meet our working capital, capital expenditures and business development needs for approximately the next six to nine months if no additional financing is raised. To date, we have been utilizing our resources in an effort to become a publicly traded entity. For the nine months ended September 30, 2005, we received net revenues from sales of floral design and event planning services of approximately $8,393. Our strategies to increase our revenues in the future include seeking out businesses in related fields such as floral sales, design and event planning and acquiring those businesses for stock and or cash. To fund our ongoing operations, we will rely on the commitment of our President and Chief Executive Officer, Mr. Harold A. Yount, Jr. Mr. Yount has provided us with working capital in the form of an open line of credit totaling $25,000 (as explained in greater detail above). This commitment was made in the form of a written line of credit to us dated September 15, 2004, and is non-secured and non-interest bearing. As of January 1, 2006, we had drawn approximately $11,270 on this line of credit. While we do not have any currently plans to increase our product lines in the future, we may decide to offer custom made silk flower arrangements in addition to the products and services listed below, if our management believes that such arrangements will be in our best interest. In addition, in the future, we may elect to grow by offering franchise opportunities to interested parties. Product Research and Development - -------------------------------- There is no planned product research and development in the foreseeable future. Planned purchase of plant and/or equipment - ------------------------------------------ We have no plans to purchase plant or equipment in the next 12 months. However, it can be anticipated that, because of the nature of our business, we may need to acquire various pieces of construction equipment or tools in the future. Planned significant changes in number of employees - -------------------------------------------------- We do not currently have any plans to change the number of employees we have in the near future. We believe that because of the nature of our business, we believe that our operations can be effectively managed by our current president, Mr. Yount, combined with the efforts of various consultants which we may use on a job by job basis. DESCRIPTION OF BUSINESS ----------------------- Business Development - --------------------- We were incorporated in Nevada on April 15, 2005, as "Fleurs De Vie." On June 9, 2005, we filed a Certificate of Correction with the State of Nevada to have our registered name corrected to "Fleurs De Vie, Inc." In the course of our day to day business operations in the State of Texas, we are operating under the approved assumed name of "FDV, Inc." Business Operations - -------------------- Fleurs De Vie, Inc. ("we," "us," "our" or the "Company") provides upscale custom floral design services and finished natural floral products to the general public. We custom-design and produce projects as small as single floral vases to all encompassing floral arrangements and services for large events such as weddings, parties and banquets. -15- Our services include: o Pre-event conferences and surveys with clients to inventory the needs and wishes of the client; o Determining budget constraints and developing design schemes within those budget constraints; o Pricing for custom designed and specified floral arrangements tailored to the client's wishes and needs; o Developing coherent floral themes for events, and refining the client's ideas into tangible concepts and designs; o Defining the physical and logistical scope of client events; o Preparing detailed pricing and budgets; o Personal review of event venue(s) where necessary; o Individual hand selection of floral materials, containers and accoutrements; o Production, delivery and placement of arrangements and accessories; and o Unique floral decorating of special client venue features such as wedding cakes, registry tables, dinner tables, buffet tables, platforms, podiums, stages, windows, walkways, runways and any other potential opportunities for floral display. Our products include: o Various individual floral arrangements in containers as small as bud vases to large baskets; o Various table and general decorating flower arrangements; o Handheld arrangements including bouquets and nosegays; o Adornment items such as corsages, boutonnieres and headdresses; o Household decorations such as holiday wreath and decorated garlands; and o Large display items such as floral sprays, large centerpieces and large containers. For large events such as banquets and weddings, we generally produce very detailed proposals for clients. When we book these events, we usually require a nominal deposit at the time the events are booked. A further deposit of approximately 50% of the cost of the job is required two (2) to four (4) weeks in advance of the event. These deposits typically are enough to fund the cost of the raw floral materials which go into making the various arrangements. From time to time, we produce individual arrangements for repeat corporate customers or individuals with special requests. Typically, the prices quoted for these arrangements are verbal and no formal deposits or form of acceptance is required. The source of our business has come from referrals from establishments where prior events have been held, from event consultants and from word of month. We usually receive a large percentage of our yearly revenues from a small number of large weddings (see "Risk Factors" above). As a result, most of our clients are new and are typically not repeat customers. There is a seasonal nature to the business as a result of the increased number of spring and summer weddings as well as holiday parties. Our principal executive offices are located at 206 East Roosevelt, Boerne, TX 78006. Our telephone number is 830-249-1679 and our fax number is 830-249-1260. MARKETING AND SALES EFFORT We currently have a web site in place at www.FDVie.com, which we hope to use to market our services In addition, we have contracted for advertising in the Hill Country View biweekly newspaper on a sporadic basis, at a cost of approximately $80 per week that we choose to advertise. This publication serves the Hill Country and Kendall County areas of Central Texas. The advertisements will run monthly on a special insert featuring wedding service providers. As a part of the agreed advertising fee, the Hill Country View will run a feature story on us in the publication. This feature presentation is expected to run in the February 2006 issue of the wedding guide. -16- We have also contacted and are actively pursuing enhanced "Yellow Pages" exposure in the local phone directories. We currently have a single line listing in the Yellow Pages. MARKET NEED - ------------ We believe that there is a significant consumer market demanding the services of upscale floral design and production services. According to the Society of American Florists ("SAF") the retail segment of the floral industry was approximately $19.5 billion dollars in 2004. However, we believe that there is a significant underserved and untapped market for floral services due to the inability of the vast majority of floral operations to provide customized, high-end services to consumers who are willing to purchase such services. We believe that the wedding, wedding reception and corporate events businesses in particular are significant resources that we believe offer substantial opportunity for us to provide services to those consumers with high-quality, discriminating taste. While we will compete with affiliates of large national floral companies such as FTD, Teleflora and Hallmark, we believe that we are able to provide products and services well beyond the typical storefront floral operations. With the network and contacts already established, we believe an expansion of the business is the appropriate strategy to promote further revenue growth. COMPETITION - ----------- We will compete with local and regional affiliates of large national floral companies such as FTD, Teleflora and Hallmark. In the immediate vicinity there are less than six (6) local florists, none of which cater specifically to weddings or special events. DEPENDENCE ON MAJOR CUSTOMERS - -------------------------------- As a general rule, we do not depend on any single or major customer in our day-to-day services; however, as described above under "Management's Discussion and Analysis of Financial Condition and Results of Operations," we have historically depended on only a small number of large events and weddings for the majority of our revenues. As such, our results of operations may be adversely affected if we were to have less or no large events and/or weddings in any subsequent period. PATENTS AND TRADEMARKS - ------------------------ We do not have any patents or trademarks and do not see the need for any in the near future. LICENSE AND GOVERNMENT APPROVAL - ---------------------------------- We are not required to have licenses nor do we require governmental approval for our services. When we begin to provide services as envisioned in our business plan, we may be required to obtain licenses from the state in which we conduct business. We believe that the fees and process for obtaining such a license are simple and inexpensive. We are licensed with the State of Texas Department of Agriculture and hold a Nursery Floral Class 1 license (Certificate No. 0322525) in good standing, which license costs $75 per year and is renewable by us on October 31, 2006. RESEARCH AND DEVELOPMENT - -------------------------- The nature of our business does not require any research and development. -17- NUMBER OF EMPLOYEES - --------------------- Currently, we have two unpaid employees, our president and chief executive officer, Harold A. Yount, Jr. and our Vice President, Brenda P. Yount. At the present time, based on the agreements we have in place, we do not foresee the need for any additional employees in the next 12 months. Additionally, we plan to use consultants on an as needed basis. RECENT EVENTS ------------- On December 12, 2005, we entered into an EDGAR Services Agreement ("EDGAR Agreement", with Loev Corporate Filings, Inc. ("Filings"), whose president is Hannah M. Loev, the wife of our attorney, David M. Loev. The EDGAR Agreement provided for Filings to give us a twenty percent (20%) discount on all EDGAR work completed by Filings for us, for the period of one year in return for us issuing Filings 50,000 restricted shares of our Common Stock. DIRECTORS AND EXECUTIVE OFFICERS -------------------------------- Our directors and executive officers currently serving are as follows: Name Title Age ---- ----- --- Harold A. Yount, Jr. President,Chief Executive Officer, 52 Chief Financial Officer, Secretary, Treasurer and Director Brenda P. Yount Vice President 50 HAROLD A. YOUNT, JR., President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director Harold A. Yount, Jr. has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director since the Company was incorporated in April 2005. Mr. Yount has served as Vice President of Koontz McCombs Realty Services, Inc. ("Koontz") since January 2002, where he is currently in charge of marketing various real estate products for lease and for sale. From May 1994 to January 2002, he served as Vice President and Partner of Cavender & Hill Properties, Inc. From August 1991 to May 1994, he served as Vice President of Property Management for Transwestern Property Co. From November 1989 to August 1991, he served as Director of Dispositions for USAA Real Estate Company. Mr. Yount received a Bachelors degree from the University of Florida in Architecture in 1975. He has a Certified Property Manager ("CPM") designation from the Institute of Real Estate Management, and is also a Certified Commercial Investment Member ("CCIM"). He is a member of the Institute of Real Estate Management, the Rotary Club of San Antonio, the CCIM Institute, the National Association of Realtors and the San Antonio Board of Realtors. Mr. Yount spends approximately eight to ten hours per week on Company matters and approximately 40 hours per week on Koontz matters, however, it is anticipated that he will spend more time on Company matters as the Company's operations expand. BRENDA P. YOUNT Vice President Brenda P. Yount serves as our Vice President and is in charge of the day-to-day operations, marketing, design and production of products for our Company. Ms. Yount has been our sole employee since the Company's inception in October of 2002 and has served as Vice President since the Company was incorporated in April 2005. From October 1987 to October 1988, she worked at Temporary Agency Assignments on miscellaneous temporary agency assignments at various companies. From July 1987 to October 1987, she worked at David Johnson Group as assistant property manager. From September 1985 to May 1987, she worked as a secretary at Kirksey-Meyers Architects. Ms. Yount has successfully created unique floral designs that have led to approximately $28,000 in total sales to approximately eighty-five (85) separate assignments and approximately fifty-five (55) separate customers. Ms. Yount studied floral arrangement at Anthony's School of Floral Designs of Texas and received her degree in September 2002. -18-
EXECUTIVE COMPENSATION ---------------------- Other Annual Restricted Name & Principal Compen- Options Stock Position Year Salary ($) sation SARs Awards - ----------------- ------ ----------- -------- --------- -------- Harold A. Yount, Jr. 2005 $ -0- (1) -0- -0- 500,000 shares (2) President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
Salaries above do not include perquisites and other personal benefits in amounts less than 10% of the total annual salary and other compensation. No executive employees have received more than $100,000 in compensation, including bonuses and options, since our inception. (1) We have not paid Harold A. Yount, Jr. any salary since our incorporation and no salary is being accrued. We do not anticipate paying him any salary for the fiscal year ended December 31, 2005. It is anticipated that he will not receive a salary until we obtain approximately a minimum of $150,000 in annual revenues, which will depend on whether we will be able to grow, market and maintain our operations. INDEMNIFICATION OF OFFICERS AND DIRECTORS ----------------------------------------- The Nevada Revised Statutes and our Articles of Incorporation allow us to indemnify our officers and directors from certain liabilities and our Bylaws state that we shall indemnify every (i) present or former Director, advisory director or officer of us, (ii) any person who while serving in any of the capacities referred to in clause (i) served at the our request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, and (iii) any person nominated or designated by (or pursuant to authority granted by) the Board of Directors or any committee thereof to serve in any of the capacities referred to in clauses (i) or (ii) (each an "Indemnitee"). Our Bylaws provide that we shall indemnify an Indemnitee against all judgments, penalties (including excise and similar taxes), fines, amounts paid in settlement and reasonable expenses actually incurred by the Indemnitee in connection with any proceeding in which he was, is or is threatened to be named as defendant or respondent, or in which he was or is a witness without being named a defendant or respondent, by reason, in whole or in part, of his serving or having served, or having been nominated or designated to serve, if it is determined that the Indemnitee (a) conducted himself in good faith, (b) reasonably believed, in the case of conduct in his Official Capacity, that his conduct was in our best interests and, in all other cases, that his conduct was at least not opposed to our best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to us or is found liable on the basis that personal benefit was improperly received by the Indemnitee, the indemnification (i) is limited to reasonable expenses actually incurred by the Indemnitee in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which the Indemnitee shall have been found liable for willful or intentional misconduct in the performance of his duty to us. -19- Other than in the limited situation described above, our Bylaws provide that no indemnification shall be made in respect to any proceeding in which such Indemnitee has been (a) found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the Indemnitee's official capacity, or (b) found liable to us. The termination of any proceeding by judgment, order, settlement or conviction, or on a plea of nolo contendere or its equivalent, is not of itself determinative that the Indemnitee did not meet the requirements set forth in clauses (a) or (b) above. An Indemnitee shall be deemed to have been found liable in respect of any claim, issue or matter only after the Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Reasonable expenses shall, include, without limitation, all court costs and all fees and disbursements of attorneys for the Indemnitee. The indemnification provided shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven. CERTAIN RELATIONSHIPSAND RELATED TRANSACTIONS --------------------------------------------- In April 2005, we issued an aggregate of 2,075,000 shares of common stock to certain founders in consideration for services rendered in connection with our formation. These issuances included o 500,000 shares of common stock issued to Harold A. Yount, Jr., our President, Chief Executive Officer, Chief Financial Officer, Secretary and Director in consideration for services rendered; o 400,000 restricted shares of common stock to Brenda P. Yount in consideration for services rendered; o 700,000 restricted shares of common stock to David Loev in consideration for legal services rendered; and o 400,000 restricted shares of common stock to Carey G. Birmingham in connection with a consulting services agreement and in consideration for consulting services, which include sourcing new clients and providing financial advice, as needed. In June 2005, the terms of Mr. Birmingham's consulting services changed substantially in scope and, with his cooperation and consent, we rescinded his 400,000 shares and reissued him 57,500 shares of our Common Stock. This was due to Mr. Birmingham's inability to commit the necessary time to us and our growth efforts. In January 2005, Mr. Yount agreed to provide us with a line of credit in the amount of $25,000. The line of credit is unsecured, is payable in full, without interest, at any time prior to December 31, 2007, the maturity date of line of credit. However, any unpaid principal, which remains outstanding under the line of credit after December 31, 2007, shall bear interest at ten percent per year. As of January 1, 2006, approximately $11,270 has been drawn on the line of credit by the Company. In December 2005, we agreed to issue Loev Corporate Filings, Inc. ("Filings"), whose president Hannah M. Loev, is the wife of our attorney David M. Loev, 50,000 shares of our restricted Common Stock in connection with Filings providing us a discount on EDGAR filing services to be rendered to us (as described above under "Recent Events"). [Remainder of page left intentionally blank.] -20- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL ---------------------------------------- OWNERS AND MANAGEMENT --------------------- The following table provides the names and addresses of each person known to own directly or beneficially more than 5% of our outstanding Common Stock (as determined in accordance with Rule 13d-3 under the Exchange Act) as of January 1, 2006 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
NUMBER OF SHARES OF NAME AND ADDRESS COMMON STOCK OF BENEFICIAL OWNERS BENEFICIALLY OWNED PERCENTAGE OF OWNERSHIP(1)(2) - -------------------- ------------------- ----------------------------- Harold A. Yount (2) 900,000 48.5% President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director 206 East Roosevelt Ave. Boerne, Texas, 78006 Brenda P. Yount (2) 900,000 48.5% Vice President 206 East Roosevelt Ave. Boerne, Texas, 78006 David M. Loev (3) 750,000 40.4 % 2777 Allen Parkway, Suite 100 Houston, Texas, 77019 ALL OFFICERS AND DIRECTORS AS A 900,000 48.5% GROUP (2 PERSONS)
(1) Using 1,855,500 shares of Common Stock outstanding as of January 1, 2006. (2) Harold A. Yount, Jr. and Brenda P. Yount are husband and wife and as such beneficially own the shares of Common Stock held in each of their names. Harold A. Yount, Jr. holds 500,000 shares of our Common Stock in his name and Brenda P. Yount holds 400,000 Shares in her name. They each beneficially own all 900,000 shares. (3) In addition to Mr. Loev's beneficial ownership of 700,000 shares of our Common Stock, Loev Corporate Filings, Inc., whose president is Hannah M. Loev, Mr. Loev's wife , holds 50,000 shares of our Common Stock. DESCRIPTION OF CAPITAL STOCK ---------------------------- We have authorized capital stock consisting of 140,000,000 shares of Common Stock, $.001 par value per share ("Common Stock") and 10,000,000 shares of preferred stock, $.001 par value per share ("Preferred Stock"). As of January 1, 2006, we had 1,855,500 shares of Common Stock issued and outstanding and - 0 - shares of Preferred Stock issued and outstanding. -21- COMMON STOCK - ------------- The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding share of Common Stock is, and all shares of Common Stock to be outstanding upon completion of this Offering will upon payment therefore be, duly and validly issued, fully paid and non-assessable. PREFERRED STOCK - ---------------- We have authorized the issuance of up to 10,000,000 shares of Preferred Stock, par value of $0.001 per share. We have no present plans for the issuance of such Preferred Stock. The issuance of such Preferred Stock could adversely affect the rights of the holders of Common Stock and, therefore, reduce the value of the Common Stock. It is not possible to state the actual effect of the issuance of any shares of Preferred Stock on the rights of holders of the Common Stock until the board of directors determines the specific rights of the holders of the Preferred Stock. However, these effects may include: - Restricting dividends on the Common Stock; - Diluting the voting power of the Common Stock; - Impairing the liquidation rights of the Common Stock; and - Delaying or preventing a change in control of the Company without further action by the stockholders. SHARES AVAILABLE FOR FUTURE SALE -------------------------------- Upon the date of this Prospectus, there are 1,855,500 shares of Common Stock issued and outstanding. Upon the effectiveness of this Registration Statement, 205,500 shares of Common Stock to be resold pursuant to this Prospectus will be eligible for immediate resale in the public market if and when any market for the Common Stock develops, without limitation and the remaining 50,000 shares of Common Stock held by Loev Corporate Filings, Inc., will be subject to the volume limitations of Rule 144, described below. There currently exists no public market for the Company's Common Stock. The remaining 1,600,000 shares of our issued and outstanding Common Stock which are not being registered pursuant to this Registration Statement will be subject to the resale provisions of Rule 144. Sales of shares of Common Stock in the public markets may have an adverse effect on prevailing market prices for the Common Stock. Rule 144 governs resale of "restricted securities" for the account of any person (other than an issuer), and restricted and unrestricted securities for the account of an "affiliate" of the issuer. Restricted securities generally include any securities acquired directly or indirectly from an issuer or its affiliates which were not issued or sold in connection with a public offering registered under the Securities Act. An affiliate of the issuer is any person who directly or indirectly controls, is controlled by, or is under common control with, the issuer. Affiliates of the Company may include its directors, executive officers, and persons directly or indirectly owning 10% or more of the outstanding Common Stock. Under Rule 144 unregistered resales of restricted Common Stock cannot be made until it has been held for one year from the later of its acquisition from us or an affiliate of us. Thereafter, shares of Common Stock may be resold without registration subject to Rule 144's volume limitation, aggregation, broker transaction, notice filing requirements, and requirements concerning publicly available information about us ("Applicable Requirements"). Resales by our affiliates of restricted -22- and unrestricted Common Stock are subject to the Applicable Requirements. The volume limitations provide that a person (or persons who must aggregate their sales) cannot, within any three-month period, sell more than the greater of one percent of the then outstanding shares, or the average weekly reported trading volume during the four calendar weeks preceding each such sale. A non-affiliate may resell restricted Common Stock which has been held for two years free of the Applicable Requirements. PLAN OF DISTRIBUTION AND SELLING STOCKHOLDERS --------------------------------------------- This Prospectus relates to the resale of 255,500 shares of common stock by the selling stockholders. The table below sets forth information with respect to the resale of shares of common stock by the selling stockholders. We will not receive any proceeds from the resale of common stock by the selling stockholders for shares currently outstanding. The selling shareholders will sell their common shares at the price of $0.20 per share until our shares are quoted on the Over-The-Counter Bulletin Board and thereafter, shares will be sold at the prevailing market prices or at privately negotiated prices.
STOCKHOLDER NAME CONSIDERATION SHARES AMOUNT OFFERED SHARES - ---------------- ------------- OWNED BENEFICIALLY (ASSUMING ALL SHARES OWNED BENEFICIALLY BEFORE RESALE IMMEDIATELY SOLD) AFTER RESALE ----------------- ------------------- ------------------ Gwen Carden(1) Services 25,000 25,000 0 Lisa Rhoades(2) Services 25,000 25,000 0 Cynthia Davis(2) Services 25,000 25,000 0 Breitman Family Trust Cash 3,000 3,000 0 Janet Birmingham Cash 2,500 2,500 0 Lisa Stewart Cash 1,500 1,500 0 Rita Stewart Cash 1,500 1,500 0 Geraldine Smith Cash 7,500 7,500 0 Kevin B. McAdams Cash 1,500 1,500 0 Raphael Sonsino Cash 1,500 1,500 0 Trae O'Neil High Cash 1,500 1,500 0 Anthony Meade Cash 5,000 5,000 0 Brian D. Harris Cash 2,000 2,000 0 Robert M. Kremer Cash 1,500 1,500 0 David W. Mooney Cash 1,500 1,500 0 Nina C. Mooney Cash 1,500 1,500 0 Michael N. Sonaco Cash 1,500 1,500 0 Robert McMahon Cash 2,500 2,500 0 Harold A. Yount Cash 1,500 1,500 0 Robert E. Casey Cash 1,500 1,500 0 Mark C. Birmingham Cash 1,500 1,500 0 Jay Alkire Cash 10,000 10,000 0 BFP Texas, Ltd. Cash 3,000 3,000 0 Chris Matthews Cash 1,500 1,500 0 David Holmes Cash 5,000 5,000 0 Daniel Gostylo Cash 3,000 3,000 0 Jacob Gostylo Cash 1,500 1,500 0 Salar Ahmed Cash 3,000 3,000 0 Paul Messina Cash 2,500 2,500 0 -23- Chris Crumpler Cash 1,500 1,500 0 John Cadena Cash 1,500 1,500 0 Carey G. Birmingham Services 57,500 57,500 0 Loev Corporate Filings, Inc.(3) Services 50,000 50,000 0 TOTAL 255,500 255,500 0
(1) Gwen Carden is the sister of our President, Harold A. Yount, Jr. (2) Ms. Cynthia Davis and Ms. Lisa Rhoades are sisters of Brenda P. Yount, our Vice President. (3) The president of Loev Corporate Filings, Inc. is the wife of our attorney, David M. Loev, who individually owns 700,000 shares of our Common Stock. None of the selling shareholders are broker-dealers or affiliates of broker-dealers. The 205,000 shares offered by the selling stockholders pursuant to this Prospectus may be sold by one or more of the following methods, without limitation, and the 50,000 shares offered by Loev Corporate Filings, Inc., may be sold pursuant to the following methods provided that such sales comply with the volume limitations of Rule 144: o ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser; o block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker-dealer as principal and resale by the broker-dealer for its account; o an exchange distribution in accordance with the rules of the applicable exchange; o privately-negotiated transactions; o broker-dealers may agree with the Selling Security Holders to sell a specified number of such shares at a stipulated price per share; o a combination of any such methods of sale; and o any other method permitted pursuant to applicable law. The Selling Security Holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this Prospectus. The Selling Security Holders may pledge their shares to their brokers under the margin provisions of customer agreements. If a Selling Security Holder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The Selling Security Holders may sell their shares of Common Stock short and redeliver our Common Stock to close out such short positions; however, the Selling Security Holders may not use shares of our Common Stock being registered in the Registration Statement to which this Prospectus is a part to cover any short positions entered into prior to the effectiveness of such Registration Statement. If the Selling Security Holders or others engage in short selling it may adversely affect the market price of our Common Stock. Broker-dealers engaged by the Selling Security Holders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Security Holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. It is not expected that these commissions and discounts will exceed what is customary in the types of transactions involved. -24- We plan to advise the Selling Security Holders that if a particular offer of Common Stock is to be made on terms materially different from the information set forth in this Plan of Distribution, then a post-effective amendment to the accompanying Registration Statement must be filed with the Securities and Exchange Commission. The Selling Security Holders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. Therefore, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the Selling Security Holders, but excluding brokerage commissions or underwriter discounts. The Selling Security Holders and we have agreed to indemnify each other against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Before our Common Stock is listed on the Over-The-Counter Bulletin Board, selling security holders will sell their common shares at the price of $.20 per share until our shares are quoted on the OTC Bulletin Board, and thereafter, shares will be sold at the prevailing market prices or at privately negotiated prices. Once our Common Stock is listed on the OTC Bulletin Board, it will be subject to the requirements of Rule 15(g) 9, promulgated under the Securities Exchange Act as long as the price of our Common Stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. MARKET FOR COMMON EQUITY ------------------------ AND RELATED STOCKHOLDER MATTERS ------------------------------- No established public trading market exists for our Common Stock. In the future, we hope to trade our securities on the Over-The-Counter Bulletin Board. We have no shares of Common Stock subject to outstanding options or securities convertible into our Common Stock outstanding. We have no outstanding shares of Preferred Stock. Except for this offering, there is no Common Stock that is being, or has been proposed to be, publicly offered. As of January 1, 2006, there were 1,855,500 shares of Common Stock outstanding, held by 36 shareholders of record. INTEREST OF NAMED EXPERTS AND COUNSEL ------------------------------------- This Form SB-2 Registration Statement was prepared by our counsel, David M. Loev, Attorney at Law, who is the beneficial owner of 700,000 shares of our Common Stock in his personal name and 50,000 shares of Common Stock held in the name of Loev Corporate filings, Inc., which his wife, Hannah M. Loev, is president of, representing 40.4% of our issued and outstanding common stock. EXPERTS The financial statements of the Company as of as of December 31, 2004 and the related statements of operations, stockholders' equity and cash flows for the years ended December 31, 2004 and 2003 included in this Prospectus have been audited by Malone & Bailey, PC our independent auditors, as stated in their report appearing herein and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. -25- DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR -------------------------------------------------------- SECURITIES ACT LIABILITIES -------------------------- Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. DESCRIPTION OF PROPERTY ----------------------- Our President, Harold A. Yount, Jr., supplies us with office space in his home free of charge. The office space encompasses approximately 200 square feet. Mr. Yount has no current plans to charge us rent, and we believe that the office space provided by him will be adequate for our needs for the foreseeable future. LEGAL PROCEEDINGS ----------------- From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future. LEGAL MATTERS ------------- Certain legal matters with respect to the issuance of shares of common stock offered hereby will be passed upon by David M. Loev, Attorney at Law, Houston, Texas. CONTROLS AND PROCEDURES ----------------------- (a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of September 30, 2005 (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. (b) Changes in internal control over financial reporting. There were no significant changes in our internal control over financial reporting during the last fiscal year and/or up to and including the date of this filing that we believe materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. -26- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL ------------------------------------------------------------------------- DISCLOSURE ---------- None. ADDITIONAL INFORMATION ---------------------- Our fiscal year ends on December 31. We intend to become a reporting company and file annual, quarterly and current reports, proxy statements, or other information with the SEC. You may read and copy any reports, statements, or other information we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC's Internet site at http\\www.sec.gov. [Remainder of page left intentionally blank.] -27- FINANCIAL STATEMENTS -------------------- The Financial Statements required by Item 310 of Regulation S-B are stated in U.S. dollars and are prepared in accordance with U.S. Generally Accepted Accounting Principles. The following financial statements pertaining to Fleurs De Vie, Inc. are filed as part of this Prospectus. TABLE OF CONTENTS TO FINANCIAL STATEMENTS Unaudited Financial Information for the Three and Nine Months Ended September 30, 2005 ---------------------------------------------------------------------------- BALANCE SHEET - September 30, 2005 (unaudited) F-1 STATEMENTS OF OPERATIONS - Three and Nine Months ended September 30, 2005 and 2004 (unaudited) F-2 STATEMENTS OF CASH FLOWS - Nine Months ended September 30, 2005 and 2004 (unaudited) F-3 NOTES TO FINANCIAL STATEMENTS F-4 Audited Financial Information for the Year Ended December 31, 2004 ------------------------------------------------------------------ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-5 BALANCE SHEET - December 31, 2004 F-6 STATEMENTS OF INCOME AND PROPRIETOR'S CAPITAL - Years Ended December 31, 2004 and 2003 F-7 STATEMENTS OF CASH FLOWS Years Ended December 31, 2004 and 2003 F-8 NOTES TO FINANCIAL STATEMENTS F-9 -28-
FLEURS DE VIE, INC. BALANCE SHEET September 30, 2005 (unaudited) ASSETS Cash $ 10,529 Accounts receivable 595 -------- TOTAL ASSETS $ 11,124 ======== LIABILITIES AND STOCKHOLDER'S DEFICIT LIABILITIES Current Liabilities Accounts payable $ 410 Sales tax payable 692 Note payable for services 25,000 -------- Total current liabilities 26,102 Line of credit - related party 11,207 -------- Total liabilities 37,309 -------- Commitments - STOCKHOLDERS' DEFICIT Preferred stock, $.001 par, 10,000,000 authorized, none issued and outstanding - Common stock, $.001 par, 140,000,000 authorized, 1,803,000 issued and outstanding 1,803 Paid-in capital 16,529 Accumulated deficit (44,517) --------- Total Stockholders' Deficit (26,185) --------- TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 11,124 =========
F-1
FLEURS DE VIE, INC. STATEMENTS OF OPERATIONS Three and Nine Months Ended September 30, 2005 and 2004 (unaudited) Three Months Nine Months 2005 2004 2005 2004 --------- --------- --------- -------- Sales $ 2,108 $ 7,505 $ 8,393 $ 13,692 Cost of sales 1,597 2,254 5,749 8,121 --------- --------- --------- -------- Gross profit 511 5,251 2,644 5,571 General & Administrative expenses 811 581 42,469 406 --------- --------- --------- -------- Net income (loss) $ (300) $ 4,670 $ (39,825) $ 5,165 ========= ========= ========= ======== Basic and diluted net loss per share $ (0.00) N/A $ (0.03) N/A Weighted average shares outstanding 1,778,137 N/A 1,462,493 N/A
F-2
FLEURS DE VIE, INC. STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2005 and 2004 (unaudited) 2005 2004 --------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (39,825) $ 5,165 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Stock issued for services 1,732 - Note payable for services 25,000 - Changes in: Accounts receivable (595) (3,486) Accounts payable (621) 367 Sales tax payable (588) 753 --------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (14,897) 2,799 --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Net change in line of credit - related party 9,377 - Stock issued for cash 14,100 - --------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 23,477 - --------- -------- NET CHANGE IN CASH 8,580 2,799 Cash balance, beginning of period 1,949 279 --------- -------- Cash balance, ending of period $ 10,529 $ 3,078 ========= ======== Supplemental Information: Interest paid $ - $ - Income taxes paid - -
F-3 FLEURS DE VIE, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Fleurs de Vie, Inc. ("FDV") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in Fleurs De Vie's latest annual report filed with the SEC on Form SB-2. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the audited financial statements for fiscal year 2004, as reported in the SB-2, have been omitted. NOTE 2 - NOTE PAYABLE FOR SERVICES In May 2005, FDV signed an unsecured promissory note for $25,000 of services. The note is due in May 2006, bears 0% interest if paid by maturity and 10% interest if paid thereafter. NOTE 3 - COMMON STOCK In April 2005 FDV issued 900,000 shares of common stock to the founders valued at $900 and 1,175,000 shares of common stock to consultants for services valued at $1,175. In June 2005 FDV cancelled 342,500 shares of common stock valued at $343 previously issued to consultants. In July and August 2005 FDV sold 70,500 shares of common stock for proceeds of $14,100. NOTE 4 - SUBSEQUENT EVENTS In October 2005, FDV issued 50,000 shares of its common stock to a consultant in exchange for a reduction in that consultant's cash fees. In November 2005, FDV sold 2,500 shares of its common stock for proceeds of $500. F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Fleurs de Vie (sole proprietorship) Boerne, Texas We have audited the accompanying balance sheet of Fleurs de Vie (sole proprietorship), as of December 31, 2004 and the related statements of income and proprietor's capital, and cash flows for the two years ended December 31, 2004. These financial statements are the responsibility of Fleurs de Vie. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fleurs de Vie, as of December 31, 2004 and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that Fleurs de Vie will continue as a going concern. As discussed in Note 2 to the financial statements, Fleurs de Vie suffered has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. MALONE & BAILEY, PC www.malone-bailey.com Houston, Texas March 22, 2005 F-5
FLEURS DE VIE (sole proprietorship) BALANCE SHEET December 31, 2004 ASSETS Cash $ 1,949 ======== LIABILITIES AND PROPRIETOR'S DEFICIT Current Liabilities Accounts payable $ 1,031 Sales tax payable 1,280 -------- Total current liabilities 2,311 Line of credit - related party 1,830 -------- Total liabilities 4,141 -------- Commitments - Proprietor's deficit (2,192) -------- TOTAL LIABILITIES & PROPRIETOR'S DEFICT $ 1,949 ========
F-6
FLEURS DE VIE (sole proprietorship) STATEMENTS OF INCOME AND PROPRIERTOR'S CAPITAL Years Ended December 31, 2004 and 2003 2004 2003 --------- --------- Sales $ 14,347 $ 4,900 Cost of sales 12,384 3,545 --------- --------- Gross profit 1,963 1,355 General & administrative expenses 1,879 1,345 --------- --------- Net income 84 10 Proprietor's deficit, beginning of year (2,276) (2,286) --------- --------- Proprietor's deficit, end of year $ (2,192) $ (2,276) ========= =========
F-7 FLEURS DE VIE (sole proprietorship) STATEMENTS OF CASH FLOWS Years Ended December 31, 2004 and 2003 2004 2003 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 84 $ 10 Adjustments to reconcile net income to net cash provided by operating activities: Accounts receivable 135 40 Accounts payable 541 (296) Sales tax payable 910 252 --------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES 1,670 6 CASH FLOWS FROM FINANCING ACTIVITIES Net change in line of credit - related party - 59 --------- -------- NET CHANGE IN CASH 1,670 65 Cash balance, beginning 279 214 --------- -------- Cash balance, ending $ 1,949 $ 279 ========= ========
F-8 FLEURS DE VIE (sole proprietorship) NOTES TO FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business. Fleurs de Vie, Inc. ("FDV") was incorporated in Nevada on April 15, 2005. Prior to April 2005, FDV was a sole proprietorship. FDV is engaged in custom-designed florals with one store located in Boerne, Texas. FDV's financial statements are presented in accordance with accounting principles generally accepted in the United States. The accompanying financial statements have been prepared solely from the accounts of FDV, and the owner represents that they do not include personal accounts or those of any other operation in which the owner was engaged. Cash and Cash Equivalents. For purposes of the statement of cash flows, FDV considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires the proprietor to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Revenue Recognition. FDV recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred and services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured. This typically occurs when FDV delivers the end product. Income taxes. Through December 31, 2004, FDV itself was not a taxpaying entity for purposes of federal and state income taxes. Federal and state income taxes of the proprietor are computed on their total income from all sources. Accordingly, no provision for income taxes is made in these financial statements. Recently issued accounting pronouncements. FDV does not expect the adoption of recently issued accounting pronouncements to have a significant impact on FDV's results of operations, financial position or cash flow. NOTE 2 - GOING CONCERN As shown in the accompanying financial statements, FDV has an accumulated deficit of$2,192 and a working capital deficit of$362 as of December 31, 2004. These conditions raise substantial doubt as to FDV's ability to continue as a going concern. Management is trying to raise additional capital through sales of stock. The financial statements do not include any adjustments that might be necessary if FDV is unable to continue as a going concern. NOTE 3 - LINE OF CREDIT - RELATED PARTY In September 2002, FDV entered into a master revolving line of credit with the owner. FDV can borrow up to $25,000. The note bears no interest. Any unpaid principal is due on December 31, 2007. Past due amounts will bear interest of 10%. F-9 NOTE 4 - COMMITMENTS FDV has no lease expense for the years ended December 31, 2004 and 2003. FDV is using office space provided by the owner on a rent-free, month to month basis. NOTE 5 - MAJOR CUSTOMERS AND CONCENTRATIONS During 2004 FDV had six customers that collectively comprised approximately 87% of FDV's annual revenue and during 2003 FDV had three customers that collectively comprised approximately 59% of FDV's annual revenue. NOTE 6 - SUBSEQUENT EVENTS In April 2005, FDV incorporated in the state of Nevada and issued 900,000 shares of common stock to the founders valued at $900. FDV issued 1,100,000 shares of common stock to two consultants for services valued at $1,000. F-10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS -------------------------------------- ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS See Indemnification of Directors and Officers above. ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the estimated expenses to be incurred in connection with the distribution of the securities being registered. The expenses shall be paid by the Registrant. SEC Registration Fee $ 6.01 Printing and Engraving Expenses 1,000.00* Legal Fees and Expenses 30,000.00* Accounting Fees and Expenses 10,000.00* Miscellaneous 2,000.00* -------------- TOTAL $ 43,006.01* ============== *Estimated. ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES In April 2005, effective as of March 7, 2005, we issued an aggregate of 2,000,000 shares of common stock to certain founders for in consideration for services rendered in connection with our formation. These issuances included o 500,000 shares of common stock issued to Harold A. Yount, Jr., our President, Chief Executive Officer, Chief Financial Officer, Secretary and Director in consideration for services rendered; o 400,000 restricted shares of common stock to Brenda P. Yount in consideration for services rendered; o 700,000 restricted shares of common stock to David Loev in consideration for legal services rendered; and o 400,000 restricted shares of common stock to Carey G. Birmingham in consideration for consulting services, which include sourcing new clients and providing financial advice, as needed. In April 2005, we issued 25,000 to Gwen Carden, the sister of our Chief Executive Officer, Harold A Yount, Jr., 25,000 shares or Lisa Rhodes and 25,000 to Cynthia Davis the sisters of our Vice President, Brenda P. Yount, in consideration of services rendered to us. In June 2005, the terms of Mr. Birmingham's consulting services changed substantially in scope and, with his cooperation and consent, we rescinded 400,000 of the shares which he had been issued in April 2005 and reissued him 57,500 shares of our Common Stock. This was due to Mr. Birmingham's inability to commit the necessary time to us and our growth efforts. We claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933 (the "Act"), for the above issuances, since they did not -29- involve a public offering, the recipients took the shares for investment and not resale and we took appropriate measures to restrict transfer. No underwriters or agents were involved in the foregoing issuances and no underwriting discounts or commissions were paid by us. Between March 2005 and November 2005, we sold an aggregate of 73,000 shares of our common stock to twenty-eight (28) shareholders for aggregate consideration of $14,600 ($0.20 per share). We claim an exemption from registration afforded by Rule 506 of Regulation D under the Act for the issuances of these shares. On December 12, 2005, we issued 50,000 shares of our restricted Common Stock to Loev Corporate Filings, Inc. ("Filings"), whose president is Hannah M. Loev, the wife of our attorney, David M. Loev, in connection with our entry into an EDGAR Services Agreement described above under "Description of Business." We claim an exemption from registration afforded by Section 4(2) of the Act, for the above issuance, since it did not involve a public offering, the recipient took the shares for investment and not resale and we took appropriate measures to restrict transfer. No underwriters or agents were involved in the foregoing issuances and no underwriting discounts or commissions were paid by us. ITEM 27. EXHIBITS INDEX TO EXHIBITS ----------------- EXHIBIT NO. IDENTIFICATION OF EXHIBIT - ----------- ------------------------- 3.1* Articles of Incorporation 3.2* Certificate of Correction 3.3* By-Laws of Fleurs De Vie, Inc. 5.1* Opinion and consent of David M. Loev, Attorney at Law re: the legality of the shares being registered 10.1* Line of Credit with Harold A. Yount, Jr. 23.1* Consent of Malone & Bailey, PC 23.2* Consent of David M. Loev, Attorney at Law (See Exhibit 5.1) * Attached hereto. - ------------------ ITEM 28. UNDERTAKINGS The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post effective amendment to this Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act; (b) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the -30- foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and rise represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material changes as such information in the Registration Statement. 2. For determining any liability under the Securities Act, to treat each post-effective amendment as a new registration statement relating to the securities offered herein, and the offering of the securities at the time as the initial bona fide offering of those securities. 3. To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. 4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5. For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective. -31- SIGNATURES ---------- Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Boerne, Texas, on January 18, 2006. FLUERS DE VIE, INC. By: /s/Harold A. Yount, Jr. -------------------------------------- HAROLD A. YOUNT, JR., President, Chief Executive Officer, and Principal Accounting Officer The following persons in the capacities and on the dates indicated have signed this registration statement: Signature Title Date - --------- ----- ---- /s/ Harold A. Yount, Jr. President, Chief Executive January 18, 2006 - ----------------------- Officer,Chief Financial Officer, HAROLD A. YOUNT, JR. Secretary Treasurer and Director /s/ Brenda P. Yount Vice President January 18, 2006 - ----------------------- BRENDA P. YOUNT -32- EX-3.1 2 ex3-1.txt ARTICLES OF INCORPORATION Exhibit 3.1 DEAN HELLER SECRETARY OF STATE 206 NORTH CARSON STREET CARSON CITY, NEVADA 89701-4299 (775) 684 5708 ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) 1. NAME OF CORPORATION: FLEURS DE VIE 2. RESIDENT AGENT NAME AND STREET RITA DICKSON ADDRESS: 1161 AMBASSADOR DRIVE RENO NEVADA 89523 3. SHARES: Number of shares Number of shares With par value: 150,000,000 Par Value: $0.001 Without par value: 0 4. NAMES & 1. HAROLD A. YOUNT, JR. ADDRESSES, 206 EAST ROOSEVELT BOERNE TEXAS 78006 OF BOARD OF DIRECTORS/TRUSTEES: 5. PURPOSE: The purpose of this Corporation shall be: (optional-see instructions) ---------------- 6. NAMES, ADDRESS AND SIGNATURE OF HAROLD A YOUNT, JR. /s/ HAROLD A YOUNT, JR. INCORPORATOR. 206 EAST ROOSEVELT BOERNE TEXAS 78006 7. CERTIFICATE OF I hereby accept appointment as Resident Agent for the APPOINTMENT OF above named corporation. ACCEPTANCE OF ----------------------------------------------------------- RESIDENT AGENT: Authorized Signature of R. A. or On Behalf of R. A. Company ---- Date ARTICLES OF INCORPORATION OF Fleurs de Vie, Inc. ARTICLE I. The name of the corporation (hereinafter called the "Corporation") is: Fleurs de Vie, Inc. ARTICLE II. The resident agent and registered office of the Corporation within the State of Nevada is Rita S. Dickson, 1161 Ambassador Dr., Reno, Nevada 89523. ARTICLE III. The nature of the business of the Corporation and the objects or the purposes to be transacted, promoted, or carried on by it are as follows: To engage in any lawful activity for which Corporations may be incorporated under the Nevada General Corporation Law. ARTICLE IV. The total number of shares of stock that the Corporation shall have authority to issue is 150,000,000, consisting of 140,000,000 shares of common stock, par value $.001 per share ("Common Stock"), and 10,000,000 shares of preferred stock par value $.001 per share ("Preferred Stock"). Shares of Preferred Stock of the Corporation may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by the Board of Directors of the Corporation ("Board of Directors") prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of the capital stock of the corporation entitled to vote generally in the election of the directors (the "Voting Stock"), voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation. ARTICLE V. The governing Board of the Corporation shall be styled as a "Board of Directors", and any member of said Board shall be styled as a "Director". The number of members constituting the first Board of Directors of the Corporation is one (1); and the name and the post office address of each said member is as follows: NAME ADDRESS - ---- ------- Harold A. Yount, Jr. 206 East Roosevelt Avenue, Boerne, TX 78006 The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one (1). In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum. ARTICLE VI. No fully paid shares of any class of stock of the Corporation shall be subject to any further call or assessment in any manner or for any cause. The good faith determination of the Board of Directors of the Corporation shall be final as to the value received in consideration of the issuance of fully paid shares. ARTICLE VII. The name and the post office address of the incorporator signing these Articles of Incorporation are as follows: NAME ADDRESS 206 East Roosevelt Harold A. Yount, Jr. Boerne, TX 78006 ARTICLE VIII. The Corporation shall have perpetual existence. ARTICLE IX. The holders of a majority of the outstanding shares of stock which have voting power shall constitute a quorum at a meeting of stockholders for the transaction of any business unless the action to be taken at the meeting shall require a greater proportion. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to fix the amount to be reserved as working capital over and above its paid-in capital stock, and to authorize and cause to be executed, mortgages and liens upon the real and personal property of the Corporation. ARTICLE X. The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the Nevada General Corporation Law, as the same may be amended and supplemented. ARTICLE XI. The Corporation shall, to the fullest extent permitted by the Nevada General Corporation Law, as the same may be amended and supplemented, indemnify any an all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. ARTICLE XII. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. ARTICLE XIII. Shareholders of the Corporation shall not have cumulative voting rights nor preemptive rights. Signed this 7th day of March, 2005. --- ----- Fleurs de Vie, Inc. By: /s/ Harold A. Yount, Jr. -------------------------------------- Harold A. Yount, Jr., Incorporator EX-3.2 3 ex3-2.txt CERTIFICATE OF CORRECTION Exhibit 3.2 DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz CERTIFICATE OF CORRECTION (PURSUANT TO NRS 78,78A, 80, 81, 82, 84, 86, 87, 58, 88A, 89 AND 92A) CERTIFICATE OF CORRECTION (PURSUANT TO NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 AND 92A) 1. The name of the ENTITY for which correction is being made: FLEURS DE VIE - ENTITY # E0236632005-B 2. Description of the original document for which correction is being made: ARTICLES OF INCORPORATION 3. Filing date of the original document for which correction is being made: 4 / 15 / 05 4. Description of the inaccuracy or defect. INCORRECT NAME OF INCORPORATION. 5. Correction of the inaccuracy or defect. Reflect name as: Fleurs De Vie, Inc. 6. Signature: /s/ Harold A. Yount, Jr. President 6 / 9 / 05 - ------------------------ --------------- ------------- AUTHORIZED SIGNATURE TITLE * DATE *If entity is a Corporation, it must be signed by an Officer if stock has been issued, OR an Incorporator or Director if stock has not been issued; a Limited - -Liability Company, by a manager or managing members; a Limited Partnership or Limited-Liability Limited Partnership, by a General Partner; a Limited-Liability Partnership, by a Managing Partner; a Business Trust, by a Trustee. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. EX-3.3 4 ex3-3.txt BY-LAWS OF FLEURS DE VIE, INC. Exhibit 3.3 BYLAWS OF FLEURS DE VIE, INC. BYLAWS OF FLEURS DE VIE, INC. A NEVADA CORPORATION ARTICLE 1. DEFINITIONS 1.1 Definitions. Unless the context clearly requires otherwise, in these ----------- Bylaws: (a) "Board" means the board of directors of the Company. (b) "Bylaws" means these bylaws as adopted by the Board and includes amendments subsequently adopted by the Board or by the Stockholders. (c) "Articles of Incorporation" means the Articles of Incorporation of Fleurs De Vie, Inc., as filed with the Secretary of State of the State of Nevada and includes all amendments thereto and restatements thereof subsequently filed. (d) "Company" means Fleurs De Vie, Inc., a Nevada corporation. (e) "Section" refers to sections of these Bylaws. (f) "Stockholder" means stockholders of record of the Company. 1.2 Offices. The title of an office refers to the person or persons who at ------- any given time perform the duties of that particular office for the Company. ARTICLE 2. OFFICES 2.1 Principal Office. The Company may locate its principal office within or ---------------- without the state of incorporation as the Board may determine. 2.2 Registered Office. The registered office of the Company required by law ----------------- to be maintained in the state of incorporation may be, but need not be, the same as the principal place of business of the Company. The Board may change the address of the registered office from time to time. 2.3 Other Offices. The Company may have offices at such other places, -------------- either within or without the state of incorporation, as the Board may designate or as the business of the Company may require from time to time. ARTICLE 3. MEETINGS OF STOCKHOLDERS 3.1 Annual Meetings. The Stockholders of the Company shall hold their ---------------- annual meetings for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings at such time, date and place as the Board shall determine by resolution. 3.2 Special Meetings. The Board, the Chairman of the Board, the President ----------------- or a committee of the Board duly designated and whose powers and authority include the power to call meetings may call special meetings of the Stockholders of the Company at any time for any purpose or purposes. Special meetings of the Stockholders of the Company may also be called by the holders of at least 30% of all shares entitled to vote at the proposed special meeting. 3.3 Place of Meetings. The Stockholders shall hold all meetings at such ------------------- places, within or without the State of Nevada, as the Board or a committee of the Board shall specify in the notice or waiver of notice for such meetings. 3.4 Notice of Meetings. Except as otherwise required by law, the Board or a ------------------ committee of the Board shall give notice of each meeting of Stockholders, whether annual or special, not less than 10 nor more than 50 days before the date of the meeting. The Board or a committee of the Board shall deliver a notice to each Stockholder entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail, in a postage prepaid envelope, directed to him at his address as it appears on the records of the Company, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, directed to the Stockholder at his address as it appears on the records of the Company. An affidavit of the Secretary or an Assistant Secretary or of the Transfer Agent of the Company that he has given notice shall constitute, in the absence of fraud, prima facie evidence of the facts stated therein. Every notice of a meeting of the Stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, also shall state the purpose or purposes of the meeting. Furthermore, if the Company will maintain the list at a place other than where the meeting will take place, every notice of a meeting of the Stockholders shall specify where the Company will maintain the list of Stockholders entitled to vote at the meeting. 3.5 Stockholder Notice. Subject to the Articles of Incorporation, the ------------------- Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent. To be timely, a Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed. Such notice must be in writing and must include a (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and (iv) any material interest of the Stockholder in such business. The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete. 3.6 Waiver of Notice. Whenever these Bylaws require written notice, a ------------------ written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall constitute the equivalent of notice. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. No written waiver of notice need specify either the business to be transacted at, or the purpose or purposes of any regular or special meeting of the Stockholders, directors or members of a committee of the Board. 3.7 Adjournment of Meeting. When the Stockholders adjourn a meeting to ------------------------ another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Stockholders may transact any business which they may have transacted at the original meeting. If the adjournment is for more than 30 days or, if after the adjournment, the Board or a committee of the Board fixes a new record date for the adjourned meeting, the Board or a committee of the Board shall give notice of the adjourned meeting to each Stockholder of record entitled to vote at the meeting. 3.8 Quorum. Except as otherwise required by law, the holders of a majority ------ of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes at any meeting of the Stockholders. In the absence of a quorum at any meeting or any adjournment thereof, the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the Stockholders, any officer entitled to preside at, or to act as secretary of, such meeting may adjourn such meeting to another place, date or time. If the chairman of the meeting gives notice of any adjourned special meeting of Stockholders to all Stockholders entitled to vote thereat, stating that the minimum percentage of stockholders for a quorum as provided by Nevada law shall constitute a quorum, then, except as otherwise required by law, that percentage at such adjourned meeting shall constitute a quorum and a majority of the votes cast at such meeting shall determine all matters. 3.9 Organization. Such person as the Board may have designated or, in the ------------ absence of such a person, the highest ranking officer of the Company who is present shall call to order any meeting of the Stockholders, determine the presence of a quorum, and act as chairman of the meeting. In the absence of the Secretary or an Assistant Secretary of the Company, the chairman shall appoint someone to act as the secretary of the meeting. 3.10 Conduct of Business. The chairman of any meeting of Stockholders shall ------------------- determine the order of business and the procedure at the meeting, including such regulations of the manner of voting and the conduct of discussion as he deems in order. 3.11 List of Stockholders. At least 10 days before every meeting of ---------------------- Stockholders, the Secretary shall prepare a list of the Stockholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. The Company shall make the list available for examination by any Stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting will take place or at the place designated in the notice of the meeting. The Secretary shall produce and keep the list at the time and place of the meeting during the entire duration of the meeting, and any Stockholder who is present may inspect the list at the meeting. The list shall constitute presumptive proof of the identity of the Stockholders entitled to vote at the meeting and the number of shares each Stockholder holds. A determination of Stockholders entitled to vote at any meeting of Stockholders pursuant to this Section shall apply to any adjournment thereof. 3.12 Fixing of Record Date. For the purpose of determining Stockholders ------------------------ entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or Stockholders entitled to receive payment of any dividend, or in order to make a determination of Stockholders for any other proper purpose, the Board or a committee of the Board may fix in advance a date as the record date for any such determination of Stockholders. However, the Board shall not fix such date, in any case, more than 60 days nor less than 10 days prior to the date of the particular action. If the Board or a committee of the Board does not fix a record date for the determination of Stockholders entitled to notice of or to vote at a meeting of Stockholders, the record date shall be at the close of business on the day next preceding the day on which notice is given or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held or the date on which the Board adopts the resolution declaring a dividend. 3.13 Voting of Shares. Each Stockholder shall have one vote for every share ---------------- of stock having voting rights registered in his name on the record date for the meeting. The Company shall not have the right to vote treasury stock of the Company, nor shall another corporation have the right to vote its stock of the Company if the Company holds, directly or indirectly, a majority of the shares entitled to vote in the election of directors of such other corporation. Persons holding stock of the Company in a fiduciary capacity shall have the right to vote such stock. Persons who have pledged their stock of the Company shall have the right to vote such stock unless in the transfer on the books of the Company the pledgor expressly empowered the pledgee to vote such stock. In that event, only the pledgee, or his proxy, may represent such stock and vote thereon. A plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all elections and, except when the law or Articles of Incorporation require otherwise, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall determine all other matters. Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class. The Stockholders may vote by voice vote on all matters. Upon demand by a Stockholder entitled to vote, or his proxy, the Stockholders shall vote by ballot. In that event, each ballot shall state the name of the Stockholder or proxy voting, the number of shares voted and such other information as the Company may require under the procedure established for the meeting. 3.14 Inspectors. At any meeting in which the Stockholders vote by ballot, ---------- the chairman may appoint one or more inspectors. Each inspector shall take and sign an oath to execute the duties of inspector at such meeting faithfully, with strict impartiality, and according to the best of his ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The certification required herein shall take the form of a subscribed, written report prepared by the inspectors and delivered to the Secretary of the Company. An inspector need not be a Stockholder of the Company, and any officer of the Company may be an inspector on any question other than a vote for or against a proposal in which he has a material interest. 3.15 Proxies. A Stockholder may exercise any voting rights in person or by ------- his proxy appointed by an instrument in writing, which he or his authorized attorney-in-fact has subscribed and which the proxy has delivered to the Secretary of the meeting pursuant to the manner prescribed by law. A proxy is not valid after the expiration of 13 months after the date of its execution, unless the person executing it specifies thereon the length of time for which it is to continue in force (which length may exceed 12 months) or limits its use to a particular meeting. Each proxy is irrevocable if it expressly states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. The attendance at any meeting of a Stockholder who previously has given a proxy shall not have the effect of revoking the same unless he notifies the Secretary in writing prior to the voting of the proxy. 3.16 Action by Consent. Any action required to be taken at any annual or ------------------- special meeting of stockholders of the Company or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Company by delivery to its registered office, its principal place of business, or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 50 days of the earliest dated consent delivered in the manner required by this section to the Company, written consents signed by a sufficient number of holders to take action are delivered to the Company by delivery to its registered office, its principal place of business or an officer or agent of the Company having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Company's registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE 4. BOARD OF DIRECTORS 4.1 General Powers. The Board shall manage the property, business and --------------- affairs of the Company. 4.2 Number. The number of directors who shall constitute the Board shall ------ equal not less than 1 nor more than 10, as the Board or majority stockholders may determine by resolution from time to time. 4.3 Election of Directors and Term of Office. The Stockholders of the ---------------------------------------------- Company shall elect the directors at the annual or adjourned annual meeting (except as otherwise provided herein for the filling of vacancies). Each director shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified. 4.4 Resignations. Any director of the Company may resign at any time by ------------ giving written notice to the Board or to the Secretary of the Company. Any resignation shall take effect upon receipt or at the time specified in the notice. Unless the notice specifies otherwise, the effectiveness of the resignation shall not depend upon its acceptance. 4.5 Removal. Stockholders holding 2/3 of the outstanding shares entitled to ------- vote at an election of directors may remove any director or the entire Board of Directors at any time, with or without cause. 4.6 Vacancies. Any vacancy on the Board, whether because of death, --------- resignation, disqualification, an increase in the number of directors, or any - other cause may be filled by a majority of the remaining directors, a sole remaining director, or the majority stockholders. Any director elected to fill a vacancy shall hold office until his death, resignation, retirement, removal, or disqualification, or until his successor shall have been elected and qualified. 4.7 Chairman of the Board. At the initial and annual meeting of the Board, ---------------------- the directors may elect from their number a Chairman of the Board of Directors. The Chairman shall preside at all meetings of the Board and shall perform such other duties as the Board may direct. The Board also may elect a Vice Chairman and other officers of the Board, with such powers and duties as the Board may designate from time to time. 4.8 Compensation. The Board may compensate directors for their services and ------------ may provide for the payment of all expenses the directors incur by attending meetings of the Board or otherwise. ARTICLE 5. MEETINGS OF DIRECTORS 5.1 Regular Meetings. The Board may hold regular meetings at such places, ----------------- dates and times as the Board shall establish by resolution. If any day fixed for a meeting falls on a legal holiday, the Board shall hold the meeting at the same place and time on the next succeeding business day. The Board need not give notice of regular meetings. 5.2 Place of Meetings. The Board may hold any of its meetings in or out of ------------------ the State of Nevada, at such places as the Board may designate, at such places as the notice or waiver of notice of any such meeting may designate, or at such places as the persons calling the meeting may designate. 5.3 Meetings by Telecommunications. The Board or any committee of the Board ------------------------------ may hold meetings by means of conference telephone or similar telecommunications equipment that enable all persons participating in the meeting to hear each other. Such participation shall constitute presence in person at such meeting. 5.4 Special Meetings. The Chairman of the Board, the President, or one-half ---------------- of the directors then in office may call a special meeting of the Board. The person or persons authorized to call special meetings of the Board may fix any place, either in or out of the State of Nevada as the place for the meeting. 5.5 Notice of Special Meetings. The person or persons calling a special ----------------------------- meeting of the Board shall give written notice to each director of the time, place, date and purpose of the meeting of not less than three business days if by mail and not less than 24 hours if by telegraph or in person before the date of the meeting. If mailed, notice is given on the date deposited in the United States mail, postage prepaid, to such director. A director may waive notice of any special meeting, and any meeting shall constitute a legal meeting without notice if all the directors are present or if those not present sign either before or after the meeting a written waiver of notice, a consent to such meeting, or an approval of the minutes of the meeting. A notice or waiver of notice need not specify the purposes of the meeting or the business which the Board will transact at the meeting. 5.6 Waiver by Presence. Except when expressly for the purpose of objecting ------------------- to the legality of a meeting, a director's presence at a meeting shall constitute a waiver of notice of such meeting. 5.7 Quorum. A majority of the directors then in office shall constitute a ------ quorum for all purposes at any meeting of the Board. In the absence of a quorum, a majority of directors present at any meeting may adjourn the meeting to another place, date or time without further notice. No proxies shall be given by directors to any person for purposes of voting or establishing a quorum at a directors' meetings. 5.8 Conduct of Business. The Board shall transact business in such order --------------------- and manner as the Board may determine. Except as the law requires otherwise, the Board shall determine all matters by the vote of a majority of the directors present at a meeting at which a quorum is present. The directors shall act as a Board, and the individual directors shall have no power as such. 5.9 Action by Consent. The Board or a committee of the Board may take any ------------------- required or permitted action without a meeting if all members of the Board or committee consent thereto in writing and file such consent with the minutes of the proceedings of the Board or committee. ARTICLE 6. COMMITTEES 6.1 Committees of the Board. The Board may designate, by a vote of a -------------------------- majority of the directors then in office, committees of the Board. The committees shall serve at the pleasure of the Board and shall possess such lawfully delegable powers and duties as the Board may confer. 6.2 Selection of Committee Members. The Board shall elect by a vote of a --------------------------------- majority of the directors then in office a director or directors to serve as the member or members of a committee. By the same vote, the Board may designate other directors as alternate members who may replace any absent or disqualified member at any meeting of a committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may appoint by unanimous vote another member of the Board to act at the meeting in the place of the absent or disqualified member. 6.3 Conduct of Business. Each committee may determine the procedural rules -------------------- for meeting and conducting its business and shall act in accordance therewith, except as the law or these Bylaws require otherwise. Each committee shall make adequate provision for notice of all meetings to members. A majority of the members of the committee shall constitute a quorum, unless the committee consists of one or two members. In that event, one member shall constitute a quorum. A majority vote of the members present shall determine all matters. A committee may take action without a meeting if all the members of the committee consent in writing and file the consent or consents with the minutes of the proceedings of the committee. 6.4 Authority. Any committee, to the extent the Board provides, shall have --------- and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the affixation of the Company's seal to all instruments which may require or permit it. However, no committee shall have any power or authority with regard to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Company's property and assets, recommending to the Stockholders a dissolution of the Company or a revocation of a dissolution of the Company, or amending these Bylaws of the Company. Unless a resolution of the Board expressly provides, no committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger. 6.5 Minutes. Each committee shall keep regular minutes of its proceedings ------- and report the same to the Board when required. ARTICLE 7. OFFICERS 7.1 Officers of the Company. The officers of the Company shall consist of a ----------------------- President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other officers as the Board may designate and elect from time to time. The same person may hold at the same time any two or more offices. 7.2 Election and Term. The Board shall elect the officers of the Company. ------------------- Each officer shall hold office until his death, resignation, retirement, removal or disqualification, or until his successor shall have been elected and qualified. 7.3 Compensation of Officers. The Board shall fix the compensation of all -------------------------- officers of the Company. No officer shall serve the Company in any other capacity and receive compensation, unless the Board authorizes the additional compensation. 7.4 Removal of Officers and Agents. The Board may remove any officer or ---------------------------------- agent it has elected or appointed at any time, with or without cause. 7.5 Resignation of Officers and Agents. Any officer or agent the Board has ----------------------------------- elected or appointed may resign at any time by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary of the Company. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified. Unless otherwise specified in the notice, the Board need not accept the resignation to make it effective. 7.6 Bond. The Board may require by resolution any officer, agent, or ---- employee of the Company to give bond to the Company, with sufficient sureties conditioned on the faithful performance of the duties of his respective office or agency. The Board also may require by resolution any officer, agent or employee to comply with such other conditions as the Board may require from time to time. 7.7 President. The President shall be the chief operating officer of the --------- Company and, subject to the Board's control, shall supervise and direct all of the business and affairs of the Company. When present, he shall sign (with or without the Secretary, an Assistant Secretary, or any other officer or agent of the Company which the Board has authorized) deeds, mortgages, bonds, contracts or other instruments which the Board has authorized an officer or agent of the Company to execute. However, the President shall not sign any instrument which the law, these Bylaws, or the Board expressly require some other officer or agent of the Company to sign and execute. In general, the President shall perform all duties incident to the office of President and such other duties as the Board may prescribe from time to time. 7.8 Vice Presidents. In the absence of the President or in the event of his --------------- death, inability or refusal to act, the Vice Presidents in the order of their length of service as Vice Presidents, unless the Board determines otherwise, shall perform the duties of the President. When acting as the President, a Vice President shall have all the powers and restrictions of the Presidency. A Vice President shall perform such other duties as the President or the Board may assign to him from time to time. 7.9 Secretary. The Secretary shall (a) keep the minutes of the meetings of --------- the Stockholders and of the Board in one or more books for that purpose, (b) give all notices which these Bylaws or the law requires, (c) serve as custodian of the records and seal of the Company, (d) affix the seal of the corporation to all documents which the Board has authorized execution on behalf of the Company under seal, (e) maintain a register of the address of each Stockholder of the Company, (f) sign, with the President, a Vice President, or any other officer or agent of the Company which the Board has authorized, certificates for shares of the Company, (g) have charge of the stock transfer books of the Company, and (h) perform all duties which the President or the Board may assign to him from time to time. 7.10 Assistant Secretaries. In the absence of the Secretary or in the event --------------------- of his death, inability or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless the Board determines otherwise, shall perform the duties of the Secretary. When acting as the Secretary, an Assistant Secretary shall have the powers and restrictions of the Secretary. An Assistant Secretary shall perform such other duties as the President, Secretary or Board may assign from time to time. 7.11 Treasurer. The Treasurer shall (a) have responsibility for all funds --------- and securities of the Company, (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, (c) deposit all moneys in the name of the Company in depositories which the Board selects, and (d) perform all of the duties which the President or the Board may assign to him from time to time. 7.12 Assistant Treasurers. In the absence of the Treasurer or in the event --------------------- of his death, inability or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurer, unless the Board determines otherwise, shall perform the duties of the Treasurer. When acting as the Treasurer, an Assistant Treasurer shall have the powers and restrictions of the Treasurer. An Assistant Treasurer shall perform such other duties as the Treasurer, the President, or the Board may assign to him from time to time. 7.13 Delegation of Authority. Notwithstanding any provision of these Bylaws ------------------------ to the contrary, the Board may delegate the powers or duties of any officer to any other officer or agent. 7.14 Action with Respect to Securities of Other Corporations. Unless the ---------------------------------------------------------- Board directs otherwise, the President shall have the power to vote and otherwise act on behalf of the Company, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Company holds securities. Furthermore, unless the Board directs otherwise, the President shall exercise any and all rights and powers which the Company possesses by reason of its ownership of securities in another corporation. 7.15 Vacancies. The Board may fill any vacancy in any office because of --------- death, resignation, removal, disqualification or any other cause in the manner which these Bylaws prescribe for the regular appointment to such office. ARTICLE 8. CONTRACTS, LOANS, DRAFTS, DEPOSITS AND ACCOUNTS 8.1 Contracts. The Board may authorize any officer or officers, agent or --------- agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Company. The Board may make such authorization general or special. 8.2 Loans. Unless the Board has authorized such action, no officer or agent ----- of the Company shall contract for a loan on behalf of the Company or issue any evidence of indebtedness in the Company's name. 8.3 Drafts. The President, any Vice President, the Treasurer, any Assistant ------ Treasurer, and such other persons as the Board shall determine shall issue all checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of or payable by the Company. 8.4 Deposits. The Treasurer shall deposit all funds of the Company not -------- otherwise employed in such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. For the purpose of deposit and collection for the account of the Company, the President or the Treasurer (or any other officer, assistant, agent or attorney of the Company whom the Board has authorized) may endorse, assign and deliver checks, drafts and other orders for the payment of money payable to the order of the Company. 8.5 General and Special Bank Accounts. The Board may authorize the opening ---------------------------------- and keeping of general and special bank accounts with such banks, trust companies, or other depositories as the Board may select or as any officer, assistant, agent or attorney of the Company to whom the Board has delegated such power may select. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. ARTICLE 9. CERTIFICATES FOR SHARES AND THEIR TRANSFER 9.1 Certificates for Shares. Every owner of stock of the Company shall have ----------------------- the right to receive a certificate or certificates, certifying to the number and class of shares of the stock of the Company which he owns. The Board shall determine the form of the certificates for the shares of stock of the Company. The Secretary, transfer agent, or registrar of the Company shall number the certificates representing shares of the stock of the Company in the order in which the Company issues them. The President or any Vice President and the Secretary or any Assistant Secretary shall sign the certificates in the name of the Company. Any or all certificates may contain facsimile signatures. In case any officer, transfer agent, or registrar who has signed a certificate, or whose facsimile signature appears on a certificate, ceases to serve as such officer, transfer agent, or registrar before the Company issues the certificate, the Company may issue the certificate with the same effect as though the person who signed such certificate, or whose facsimile signature appears on the certificate, was such officer, transfer agent, or registrar at the date of issue. The Secretary, transfer agent, or registrar of the Company shall keep a record in the stock transfer books of the Company of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class of shares represented by the certificates and the dates thereof and, in the case of cancellation, the dates of cancellation. The Secretary, transfer agent, or registrar of the Company shall cancel every certificate surrendered to the Company for exchange or transfer. Except in the case of a lost, destroyed, stolen or mutilated certificate, the Secretary, transfer agent, or registrar of the Company shall not issue a new certificate in exchange for an existing certificate until he has canceled the existing certificate. 9.2 Transfer of Shares. A holder of record of shares of the Company's -------------------- stock, or his attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary, transfer agent or registrar of the Company, may transfer his shares only on the stock transfer books of the Company. Such person shall furnish to the Secretary, transfer agent, or registrar of the Company proper evidence of his authority to make the transfer and shall properly endorse and surrender for cancellation his existing certificate or certificates for such shares. Whenever a holder of record of shares of the Company's stock makes a transfer of shares for collateral security, the Secretary, transfer agent, or registrar of the Company shall state such fact in the entry of transfer if the transferor and the transferee request. 9.3 Lost Certificates. The Board may direct the Secretary, transfer agent, ------------------ or registrar of the Company to issue a new certificate to any holder of record of shares of the Company's stock claiming that he has lost such certificate, or that someone has stolen, destroyed or mutilated such certificate, upon the receipt of an affidavit from such holder to such fact. When authorizing the issue of a new certificate, the Board, in its discretion may require as a condition precedent to the issuance that the owner of such certificate give the Company a bond of indemnity in such form and amount as the Board may direct. 9.4 Regulations. The Board may make such rules and regulations, not ----------- inconsistent with these Bylaws, as it deems expedient concerning the issue, transfer and registration of certificates for shares of the stock of the corporation. The Board may appoint or authorize any officer or officers to appoint one or more transfer agents, or one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them. 9.5 Holder of Record. The Company may treat as absolute owners of shares ------------------ the person in whose name the shares stand of record as if that person had full competency, capacity and authority to exercise all rights of ownership, despite any knowledge or notice to the contrary or any description indicating a representative, pledge or other fiduciary relation, or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate. However, the Company may treat any person furnishing proof of his appointment as a fiduciary as if he were the holder of record of the shares. 9.6 Treasury Shares. Treasury shares of the Company shall consist of shares --------------- which the Company has issued and thereafter acquired but not canceled. Treasury shares shall not carry voting or dividend rights. ARTICLE 10. INDEMNIFICATION 10.1 Definitions. In this Article: ----------- (a) 2.1.1 "Indemnitee" means (i) any present or former Director, advisory director or officer of the Company, (ii) any person who while serving in any of the capacities referred to in clause (i) hereof served at the Company's 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) hereof. (b) "Official Capacity" means (i) when used with respect to a Director, the office of Director of the Company, and (ii) when used with respect to a person other than a Director, the elective or appointive office of the Company held by such person or the employment or agency relationship undertaken by such person on behalf of the Company, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise. (c) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding. 10.2 Indemnification. The Company shall indemnify every 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 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, in any of the capacities referred to in Section 10.1, if it is determined in accordance with Section 10.4 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 the Company's best interests and, in all other cases, that his conduct was at least not opposed to the Company's best interests, and (c) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful; provided, however, that in the event that an Indemnitee is found liable to the Company 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 the Company. Except as provided in the immediately preceding proviso to the first sentence of this Section 10.2, no indemnification shall be made under this Section 10.2 in respect of any Proceeding in which such Indemnitee shall have 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 the Company. 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), (b) or (c) in the first sentence of this Section 10.2. 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 herein shall be applicable whether or not negligence or gross negligence of the Indemnitee is alleged or proven. 10.3 Successful Defense. Without limitation of Section 10.2 and in addition ------------------ to the indemnification provided for in Section 10.2, the Company shall indemnify every Indemnitee against reasonable expenses incurred by such person in connection with any Proceeding in which he is a witness or a named defendant or respondent because he served in any of the capacities referred to in Section 10.1, if such person has been wholly successful, on the merits or otherwise, in defense of the Proceeding. 10.4 Determinations. Any indemnification under Section 10.2 (unless ordered -------------- by a court of competent jurisdiction) shall be made by the Company only upon a determination that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who, at the time of such vote, are not named defendants or respondents in the Proceeding; (b) if such a quorum cannot be obtained, then by a majority vote of a committee of the Board of Directors, duly designated to act in the matter by a majority vote of all Directors (in which designated Directors who are named defendants or respondents in the Proceeding may participate), such committee to consist solely of two (2) or more Directors who, at the time of the committee vote, are not named defendants or respondents in the Proceeding; (c) by special legal counsel selected by the Board of Directors or a committee thereof by vote as set forth in clauses (a) or (b) of this Section 10.4 or, if the requisite quorum of all of the Directors cannot be obtained therefor and such committee cannot be established, by a majority vote of all of the Directors (in which Directors who are named defendants or respondents in the Proceeding may participate); or (d) by the shareholders in a vote that excludes the shares held by Directors that are named defendants or respondents in the Proceeding. Determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, determination as to reasonableness of expenses must be made in the manner specified in clause (c) of the preceding sentence for the selection of special legal counsel. In the event a determination is made under this Section 10.4 that the Indemnitee has met the applicable standard of conduct as to some matters but not as to others, amounts to be indemnified may be reasonably prorated. 10.5 Advancement of Expenses. Reasonable expenses (including court costs ------------------------- and attorneys' fees) incurred by an Indemnitee who was or is a witness or was, is or is threatened to be made a named defendant or respondent in a Proceeding shall be paid by the Company at reasonable intervals in advance of the final disposition of such Proceeding, and without making any of the determinations specified in Section 10.4, after receipt by the Company of (a) a written affirmation by such Indemnitee of his good faith belief that he has met the standard of conduct necessary for indemnification by the Company under this Article and (b) a written undertaking by or on behalf of such Indemnitee to repay the amount paid or reimbursed by the Company if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Article. Such written undertaking shall be an unlimited obligation of the Indemnitee but need not be secured and it may be accepted without reference to financial ability to make repayment. Notwithstanding any other provision of this Article, the Company may pay or reimburse expenses incurred by an Indemnitee in connection with his appearance as a witness or other participation in a Proceeding at a time when he is not named a defendant or respondent in the Proceeding. 10.6 Employee Benefit Plans. For purposes of this Article, the Company ------------------------ shall be deemed to have requested an Indemnitee to serve an employee benefit plan whenever the performance by him of his duties to the Company also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines. Action taken or omitted by an Indemnitee with respect to an employee benefit plan in the performance of his duties for a purpose reasonably believed by him to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company. 10.7 Other Indemnification and Insurance. The indemnification provided by ------------------------------------ this Article shall (a) not be deemed exclusive of, or to preclude, any other rights to which those seeking indemnification may at any time be entitled under the Company's Articles of Incorporation, any law, agreement or vote of shareholders or disinterested Directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any Indemnitee, both as to action in his Official Capacity and as to action in any other capacity, (b) continue as to a person who has ceased to be in the capacity by reason of which he was an Indemnitee with respect to matters arising during the period he was in such capacity, (c) inure to the benefit of the heirs, executors and administrators of such a person and (d) not be required if and to the extent that the person otherwise entitled to payment of such amounts hereunder has actually received payment therefor under any insurance policy, contract or otherwise. 10.8 Notice. Any indemnification of or advance of expenses to an Indemnitee ------ in accordance with this Article shall be reported in writing to the shareholders of the Company with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting and, in any case, within the 12-month period immediately following the date of the indemnification or advance. 10.9 Construction. The indemnification provided by this Article shall be ------------ subject to all valid and applicable laws, including, without limitation, the Nevada General Corporation Law, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect. 10.10 Continuing Offer, Reliance, etc. The provisions of this Article (a) ---------------------------------- are for the benefit of, and may be enforced by, each Indemnitee of the Company, the same as if set forth in their entirety in a written instrument duly executed and delivered by the Company and such Indemnitee and (b) constitute a continuing offer to all present and future Indemnitees. The Company, by its adoption of these Bylaws, (a) acknowledges and agrees that each Indemnitee of the Company has relied upon and will continue to rely upon the provisions of this Article in becoming, and serving in any of the capacities referred to in Section 10.1 of this Article, (b) waives reliance upon, and all notices of acceptance of, such provisions by such Indemnitees and (c) acknowledges and agrees that no present or future Indemnitee shall be prejudiced in his right to enforce the provisions of this Article in accordance with its terms by any act or failure to act on the part of the Company. 10.11 Effect of Amendment. No amendment, modification or repeal of this --------------------- Article or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitees to be indemnified by the Company, nor the obligation of the Company to indemnify any such Indemnitees, under and in accordance with the provisions of the Article as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. 10 ARTICLE 11. TAKEOVER OFFERS In the event the Company receives a takeover offer, the Board of Directors shall consider all relevant factors in evaluating such offer, including, but not limited to, the terms of the offer, and the potential economic and social impact of such offer on the Company's stockholders, employees, customers, creditors and community in which it operates. ARTICLE 12. NOTICES 12.1 General. Whenever these Bylaws require notice to any Stockholder, ------- director, officer or agent, such notice does not mean personal notice. A person may give effective notice under these Bylaws in every case by depositing a writing in a post office or letter box in a postpaid, sealed wrapper, or by dispatching a prepaid telegram addressed to such Stockholder, director, officer or agent at his address on the books of the Company. Unless these Bylaws expressly provide to the contrary, the time when the person sends notice shall constitute the time of the giving of notice. 12.2 Waiver of Notice. Whenever the law or these Bylaws require notice, the ----------------- person entitled to said notice may waive such notice in writing, either before or after the time stated therein. ARTICLE 13. MISCELLANEOUS 13.1 Facsimile Signatures. In addition to the use of facsimile signatures --------------------- which these Bylaws specifically authorize, the Company may use such facsimile signatures of any officer or officers, agents or agent, of the Company as the Board or a committee of the Board may authorize. 13.2 Corporate Seal. The Board may provide for a suitable seal containing --------------- the name of the Company, of which the Secretary shall be in charge. The Treasurer, any Assistant Secretary, or any Assistant Treasurer may keep and use the seal or duplicates of the seal if and when the Board or a committee of the Board so directs. 13.3 Fiscal Year. The Board shall have the authority to fix and change the ------------ fiscal year of the Company. ARTICLE 14. AMENDMENTS 14.1 Subject to the provisions of the Articles of Incorporation, the Stockholders or the Board may amend or repeal these Bylaws at any meeting. The undersigned hereby certifies that the foregoing constitutes a true and correct copy of the Bylaws of the Company as adopted by the Directors on the 16th day of April 2005. Executed as of this 16th day of April 2005. /s/ Harold A. Yount, Jr. ------------------------------- Harold A. Yount, Jr., Secretary EX-5.1 5 ex5-1.txt CONSENT OF DAVID M. LOEV, ATTORNEY AT LAW Exhibit 5.1 David M. Loev, Attorney at Law 2777 Allen Parkway Suite 1000 Houston, Texas 77019 713-524-4110 PHONE 713-524-4122 FACSIMILE January 18, 2006 Board of Directors of FLEURS DE VIE, INC. 206 East Roosevelt Boerne, TX 78006 Re: Form SB-2 Registration Statement Gentlemen: You have requested that we furnished you our legal opinion with respect to the legality of the following described securities of Fleurs De Vie, Inc. (the "Company") covered by a Form SB-2 Registration Statement, (the "Registration Statement"), filed with the Securities and Exchange Commission for the purpose of registering such securities under the Securities Act of 1933: 1. 255,500 shares of common stock, $0.001 par value (the "Shares"). In connection with this opinion, we have examined the corporate records of the Company, including the Company's Articles of Incorporation, Bylaws, and the Minutes of its Board of Directors, the Registration Statement, and such other documents and records as we deemed relevant in order to render this opinion. Based on the foregoing, it is our opinion that the Shares are validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to statements made therein regarding our firm and use of our name under the heading "Legal Matters" in the Prospectus constituting a part of such Registration Statement. Sincerely, David M. Loev /s/ David M. Loev, Attorney at Law EX-10.1 6 ex10-1.txt LINE OF CREDIT WITH HAROLD A. YOUNT, JR. Exhibit 10.1 MASTER REVOLVING CREDIT NOTE DATE: September 15, 2002 MAKER: Fleurs De Vie PAYEE: Harold A. Yount, Jr. PLACE FOR PAYMENT: 206 East Roosevelt Ave, Boerne, TX 78006 PRINCIPAL AMOUNT: Twenty Five Thousand and No/100 Dollars ($25,000.00) ANNUAL INTEREST RATE ON UNPAID PRINCIPAL FROM DATE: Zero percent (0%) ANNUAL INTEREST RATE ON MATURED, UNPAID AMOUNTS: Ten percent (10%) TERMS OF PAYMENT (PRINCIPAL AND INTEREST): Interest, if any, on any unpaid principal shall be due on the fifteenth (15th) of each month. All unpaid principal and interest is due and payable on December 31, 2007. The unpaid principal balance, including any unpaid and accrued interest, shall at no time exceed the sum of Twenty Five Thousand and No/100 Dollars ($25,000.00). The unpaid principal balance of this note at any time shall be the total amounts loaned or advanced hereunder by Payee, less the amount of payments or prepayments of principal made hereon by or for the account of Maker. It is contemplated that by reason of prepayments hereon, there may be times when no indebtedness is due hereunder; but notwithstanding such occurrences, this note shall remain valid and shall be in full force and effect as to loans or advances made pursuant to and under the terms of this note subsequent to each such occurrence. Advances hereunder shall be made by Payee upon the oral or written request of the undersigned officer of Maker or any other officer of Maker authorized to make such a request. Maker promises to pay to the order of Payee at the place for payment and according to the terms of payment the principal amount plus interest at the rates stated above. All unpaid amounts shall be due by December 31, 2007. On default in the payment of this note or in the performance of any obligation in any instrument securing or collateral to it this note and all obligations in all instruments securing or collateral to it shall become immediately due at the election of Payee. Maker and each surety, endorser, and guarantor waive all demands for payment, presentations for payment, notices of intention to accelerate maturity, protests, and notices of protest. If this note or any instrument securing or collateral to it is given to an attorney for collection, or if suit is brought for collection, or if it is collected through probate, bankruptcy, or other judicial proceeding, then Maker shall pay Payee all costs of collection, including reasonable attorney's fees and court costs, in addition to other amounts due. Interest on the debt evidenced by this note shall not exceed the maximum amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law; any interest in excess of that maximum amount shall be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides other provisions in this and all other instruments concerning the debt. The terms Maker and Payee and other nouns and pronouns include the plural if more than one. The terms Maker and Payee also include their respective successors, representatives, and assigns. MAKER FLEURS DE VIE BY: /S/ HAROLD A. YOUNT, JR. ---------------------------- HAROLD A. YOUNT, JR. PRESIDENT EX-23.1 7 ex23-1.txt CONSENT OF MALONE & BAILEY EXHIBIT 23.1 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT ----------------------------------------------------- Board of Directors of FLEURS DE VIE, INC. 206 East Roosevelt Boerne, TX 78006 We hereby consent to the use in this Form SB-2 Registration Statement of our report dated March 22, 2005, appearing in this registration statement. We also consent to the reference to us under the heading "Experts" appearing herein. January 17, 2006 /s/ Malone & Bailey, PC - --------------------------- Malone & Bailey, PC www.malone-bailey.com - --------------------- Houston, Texas -----END PRIVACY-ENHANCED MESSAGE-----