LiveWire Ergogenics, Inc. - Quarter Report: 2008 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
[
X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended September 30, 2008
[ ]
TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE
ACT
For the
transition period from ___________ to _____________
Commission File Number: 333-149158
SEMPER
FLOWERS, INC.
(Exact
name of small business issuer as specified in its charter)
|
Nevada
(State
or other jurisdiction of incorporation or organization)
|
26-1212244
(I.R.S.
Employer Identification No.)
|
1040
First Avenue, Suite. 173, New York, New York 10021
(Address
of principal executive offices)
212-861-9239
(Issuer’s
telephone number)
(Former
name, former address and former fiscal year if changed since last
report)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.
Large
accelerated filer
[ ] Accelerated
filer [ ]
Non-accelerated
filer [ ] Smaller
reporting company [x]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes[ ] No[x]
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes[x] No[ ]
The
number of shares of Common Stock of the issuer outstanding as of September 30,
2008 was 4,933,529.
Transitional
Small Business Disclosure Format (check one): Yes [ ] No
[X]
1
SEMPER
FLOWERS, INC.
(a
development stage company)
|
Page
Number
|
|
|
Consolidated
Balance Sheet as of September 30, 2008 (Unaudited) and December 31,
2007
|
3
|
|
Consolidated
Statements of Operations for the Three Months and Nine months Ended
September 30, 2008 (Unaudited) and from Inception (October 9, 2007), to
September 30, 2008 (Unaudited)
|
4
|
|
Consolidated
Statement of Changes in Stockholders’ Equity Deficit
(Unaudited)
|
5
|
|
Statements
of Cash Flows for the Nine months Ended September 30, 2008 (Unaudited) and
from Inception (October 9, 2007), to September 30, 2008
(Unaudited)
|
6
|
|
Notes
to Unaudited Financial Statements
|
7-13
|
|
14-16
|
|
|
18
|
|
|
Item
4T - Controls and
Procedures
|
18
|
|
PART
II - Other
Information (Items 1-6)
|
18-20
|
2
SEMPER
FLOWERS, INC. & SUBSIDIARY
(a
development stage company)
CONSOLIDATED
BALANCE SHEETS
|
September
30, 2008
|
December
31, 2007
|
|||||||
|
(UNAUDITED)
|
(AUDITED)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
and cash equivalents
|
$
|
3,695
|
$
|
64,870
|
||||
|
Accounts
receivable
|
1,000
|
1,000
|
||||||
|
Inventories
|
2,500
|
2,000
|
||||||
|
Subscription
receivable
|
-
|
30,000
|
||||||
|
Total
current assets
|
7,195
|
97,870
|
||||||
|
OTHER
ASSETS
|
||||||||
|
Goodwill
|
114,614
|
114,614
|
||||||
|
Total
assets
|
$
|
121,809
|
$
|
212,484
|
||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable
|
$
|
14,000
|
$
|
2,000
|
||||
|
Payroll
taxes payable
|
5,334
|
13,929
|
||||||
|
Advance
from shareholder
|
36,149
|
-
|
||||||
|
Note
payable
|
85,000
|
100,000
|
||||||
|
Total
current liabilities
|
140,483
|
115,929
|
||||||
|
Preferred
stock, $.0001 par value, 10,000,000 shares authorized,
|
||||||||
|
no
shares issued and outstanding
|
-
|
-
|
||||||
|
Common
stock, $.0001 par value, 100,000,000 shares authorized,
|
||||||||
|
4,933,529
issued and outstanding
|
493
|
493
|
||||||
|
Additional
paid-in capital
|
246,183
|
246,183
|
||||||
|
Deficit
accumulated during the development stage
|
(265,350
|
)
|
(150,121
|
)
|
||||
|
Total
stockholders' equity (deficit)
|
(18,674
|
)
|
96,555
|
|||||
|
Total
liabilities and stockholders' equity (deficit)
|
$
|
121,809
|
$
|
212,484
|
||||
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
3
SEMPER
FLOWERS, INC. & SUBSIDIARY
(a
development stage company)
CONSOLIDATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
|
Cumulative
|
||||||||||||
|
Totals
|
||||||||||||
|
From
Inception
|
||||||||||||
|
For the three
|
For the nine
|
(October
9, 2007)
|
||||||||||
|
months ended
|
months ended
|
Through
|
||||||||||
|
September
30, 2008
|
September
30, 2008
|
September
30, 2008
|
||||||||||
|
Revenue
|
$ | 30,716 | $ | 117,512 | $ | 138,425 | ||||||
|
Cost
of revenue
|
16,596 | 55,180 | 64,153 | |||||||||
|
Gross
profit
|
14,120 | 62,332 | 74,272 | |||||||||
|
General
and administrative expenses
|
||||||||||||
|
Payroll
|
5,100 | 21,945 | 131,507 | |||||||||
|
Legal
and profesional fees
|
17,279 | 94,637 | 126,616 | |||||||||
|
Rent
and utilities
|
10,857 | 32,043 | 40,364 | |||||||||
|
Office
and administrative
|
2,014 | 19,936 | 29,037 | |||||||||
|
Depreciation
|
- | - | 629 | |||||||||
|
Total
operating expenses
|
35,250 | 168,561 | 328,153 | |||||||||
|
Loss
from operations
|
(21,130 | ) | (106,229 | ) | (243,881 | ) | ||||||
|
Other
income (expense):
|
||||||||||||
|
Interest
expense
|
(3,000 | ) | (9,000 | ) | (11,469 | ) | ||||||
|
Net
loss
|
$ | (24,130 | ) | $ | (115,229 | ) | $ | (265,350 | ) | |||
|
(Loss)
per share:
|
||||||||||||
|
Basic
and diluted earnings (loss) per share
|
$ | (0.00 | ) | $ | (0.02 | ) | ||||||
|
Weighted
average shares
|
||||||||||||
|
outstanding
- basic and diluted
|
4,933,529 | 4,933,529 | ||||||||||
The
accompanying notes to the unaudited financial statements are an integral
part of these statements.
4
SEMPER
FLOWERS, INC. & SUBSIDIARY
(a
development stage company)
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
FOR
THE PERIOD FROM OCTOBER 9, 2007 (INCEPTION) TO SEPTEMBER 30,
2008
|
Additional
|
Total
|
|||||||||||||||||||||||||||
|
Preferred
Stock
|
Common
Stock
|
Paid-in
|
Accumulated
|
Stockholders'
|
||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
(Deficit)
|
||||||||||||||||||||||
|
Balance,
October 9, 2007 (Inception)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
|
Issuance
of restricted shares to
|
||||||||||||||||||||||||||||
|
officer
@ $0.05 per share
|
- | - | 2,000,000 | 200 | 99,800 | - | 100,000 | |||||||||||||||||||||
|
Issuance
of Common Stock for
|
||||||||||||||||||||||||||||
|
services
@ $.05 per share
|
- | - | 423,529 | 42 | 21,134 | - | 21,176 | |||||||||||||||||||||
|
Sale
of Common Stock
|
||||||||||||||||||||||||||||
|
@
$.05 per share
|
- | - | 2,510,000 | 251 | 125,249 | - | 125,500 | |||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (150,121 | ) | (150,121 | ) | |||||||||||||||||||
|
Balance,
December 31, 2007
|
- | - | 4,933,529 | 493 | 246,183 | (150,121 | ) | 96,555 | ||||||||||||||||||||
|
Net
loss
|
- | - | - | - | - | (115,229 | ) | (115,229 | ) | |||||||||||||||||||
|
Balance,
September 30, 2008
|
- | $ | - | 4,933,529 | $ | 493 | $ | 246,183 | $ | (265,350 | ) | $ | (18,674 | ) | ||||||||||||||
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
5
SEMPER
FLOWERS, INC. & SUBSIDIARY
(a
development stage company)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
Cumulative
|
||||||||
|
Totals
|
||||||||
|
From
Inception
|
||||||||
|
For the nine
|
(October
29, 2007)
|
|||||||
|
months ended
|
Through
|
|||||||
|
September
30, 2008
|
September
30, 2008
|
|||||||
|
Cash
flows from operating activities:
|
||||||||
|
Net
loss
|
$ | (115,229 | ) | $ | (255,350 | ) | ||
|
Adjustments
to reconcile net loss to net
|
||||||||
|
cash
used in operating activities:
|
||||||||
|
Depreciation
|
- | 629 | ||||||
|
Common
stock issued for services
|
- | 121,176 | ||||||
|
Increase
in assets and liabilities:
|
||||||||
|
Inventories
|
(500 | ) | (500 | ) | ||||
|
Prepaid
rent
|
- | 2,780 | ||||||
|
Subscription
receivable
|
30,000 | - | ||||||
|
Accounts
payable and accrued expenses
|
12,000 | (4,090 | ) | |||||
|
Payroll
taxes payable
|
(8,595 | ) | (3,533 | ) | ||||
|
Net
cash used in operating activities
|
(82,324 | ) | (138,888 | ) | ||||
|
Cash
flows from investing activities:
|
||||||||
|
Cash
overdraft acquired from Absolute Florist
|
- | (4,066 | ) | |||||
|
Net
cash used in investing activities
|
- | (4,066 | ) | |||||
|
Cash
flows from financing activities:
|
||||||||
|
Reduction
in note payable
|
(15,000 | ) | (15,000 | ) | ||||
|
Advance
from shareholder
|
36,149 | 36,149 | ||||||
|
Proceeds
from sale of capital stock
|
- | 125,500 | ||||||
|
Net
cash provided by financing activities
|
21,149 | 146,649 | ||||||
|
Net
increase (decrease) in cash and cash equivalents
|
(61,175 | ) | 3,695 | |||||
|
Cash
and cash equivalents - beginning of period
|
64,870 | - | ||||||
|
Cash
and cash equivalents - end of period
|
$ | 3,695 | $ | 3,695 | ||||
|
Supplemental
disclosures of cash flow information
|
||||||||
|
Cash
paid for income taxes
|
$ | - | $ | - | ||||
|
Cash
paid for interest
|
$ | 9,000 | $ | 9,469 | ||||
|
Disclosure
of non-cash activities
|
||||||||
|
Note
issued for investment in subsidiary
|
$ | - | $ | 100,000 | ||||
|
Total
assets acquired
|
$ | - | $ | (2,342 | ) | |||
|
Total
liabilities acquired
|
$ | - | $ | 16,956 | ||||
|
Goodwill
|
$ | - | $ | 114,614 | ||||
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
6
SEMPER
FLOWERS, INC.
Notes
to (unaudited) Financial Statements
September
30, 2008
NOTE
1 - NATURE OF BUSINESS
Semper
Flowers, Inc. (“the Company”) was formed as a Nevada corporation on October 9,
2007. Semper Flowers, Inc. seeks to add value by acquiring,
consolidating, and operating flower and gift retail stores. The
Company’s three keys to business success are great locations, efficient delivery
service, and joining trade associations that promote local delivery from
anywhere in the country.
The
Company’s initial acquisition was Absolute Flowers, an attractive florist
located in an affluent suburb of Kansas City. The store contains
approximately five hundred square feet of retail space, and enjoys a reputation
for quality service expertly provided by its management whom will continue to
manage the establishment. The President of The Company will work with
management on maximizing organic growth in the fresh cut market, expand
ancillary gift items, and redouble efforts to capture a greater share of the
area’s event market including weddings, funerals and other celebratory
events.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements which present the results of operations of
Semper Flowers, Inc. for the three and nine month periods ended September 30,
2008, have been prepared using accounting principles generally
accepted in the United States of America. The Company’s fiscal year
end is December 31.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Cash
and Cash Equivalents
The
Company considers all highly liquid debt instruments and other short-term
investments with a maturity of three months or less, when purchased, to be cash
equivalents.
Recoverability
of Long-Lived Assets
The
Company reviews the recoverability of its long-lived assets on a periodic basis
whenever events and changes in circumstances have occurred which may indicate a
possible impairment. The assessment for potential impairment is based primarily
on the Company’s ability to recover the carrying value of its long-lived assets
from expected future cash flows from its operations on an undiscounted basis. If
such assets are determined to be impaired, the impairment recognized is the
amount by which the carrying value of the assets exceeds the fair value of the
assets. Property and equipment to be disposed of by sale is carried at the lower
of the then current carrying value or fair value less estimated costs to sell.
Goodwill is tested for impairment annually or more frequently if an event
indicates that the asset might be impaired. In accordance with SFAS No. 142, the
fair value of goodwill is determined based on a discounted cash flow
methodology.
7
SEMPER
FLOWERS, INC.
Notes
to (unaudited) Financial Statements
September
30, 2008
NOTE
2- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (cont.)
Shipping
and Handling Costs
The
Company accounts for shipping and handling costs as a component of “Cost of
Sales”.
Advertising
The
Company’s policy is to expense the costs of advertising and marketing as
incurred.
Accounts
Receivable
The
Company believes accounts receivable are collectible, therefore there is no
reserve needed.
Inventories
Inventory
consists primarily of fresh cut flowers, wrapping, vases, and stationary, and is
carried at the lower of average cost or market.
Revenue
Recognition
Retail
sales for floral and specialty gift orders are recognized at the point of
sale. Sales tax is excluded from revenue. Internet sales
are recognized when the merchandize is delivered to the customer. In
circumstances where the criteria are not met, revenue recognition is deferred
until resolution occurs. The Company recognizes shipping and handling
fees as revenue, and the related expenses as a component of cost of
sales.
Cost
of Sales
Cost of
sales includes the costs of inventory sold during the period, including fresh
cut flowers, gift items and packaging materials, the salaries and related
expenses of production and distribution personnel, and freight and delivery
expenses.
Income
Taxes
The
Company accounts for income taxes utilizing the liability method of accounting.
Under the liability method, deferred taxes are determined based on differences
between financial statement and tax bases of assets and liabilities at enacted
tax rates in effect in years in which differences are expected to reverse.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to amounts that are expected to be realized.
Earnings
(Loss) Per Share of Common Stock
The
Company presents basic earnings (loss) per share and, if appropriate, diluted
earnings per share in accordance with SFAS 128, “Earnings Per Share (“SFAS
128”). Under SFAS 128 basic net income (loss) per share is computed by dividing
net income (loss) for the period by the weighted-average number of shares
outstanding during the period. Diluted net income per share is computed
by dividing net income for the period by the weighted-average number of common
share equivalents during the period
8
SEMPER
FLOWERS, INC.
Notes
to (unaudited) Financial Statements
September
30, 2008
NOTE
2- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair
Value of Financial Instruments
The
carrying amounts reported in the consolidated balance sheet for cash, accounts
receivable and accounts payable approximate fair value based on the short-term
maturity of these instruments.
Recently Issued Accounting Standards
In
February 2007, the FASB issued Statement of Financial Accounting Standards No.
159, The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115 . This Statement permits entities to choose
to measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement applies to all entities, including
not-for-profit organizations. Most of the provisions of this Statement apply
only to entities that elect the fair value option. However, the amendment to
FASB Statement No. 115, Accounting for Certain Investments
in Debt and Equity Securities, applies to all entities with
available-for-sale and trading securities. The fair value option permits all
entities to choose to measure eligible items at fair value at specified election
dates. A business entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings (or another performance
indicator if the business entity does not report earnings) at each subsequent
reporting date. The fair value option may be applied instrument by instrument
(with a few exceptions); is irrevocable (unless a new election date occurs); and
is applied only to entire instruments and not to portions of
instruments. This Statement is effective as of the beginning of an entity’s
first fiscal year that begins after or before November 15, 2007, provided the
entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurement. The
Company does not expect the adoption of SFAS 157 to materially effect the
Company’s financial position or results of operations.
FASB
141(revised 2007) – Business Combinations
In
December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations. This Statement retains the fundamental requirements in
Statement 141 that the acquisition method of accounting (which Statement
141 called the purchase method) be used for all business combinations and for an
acquirer to be identified for each business combination. This Statement defines
the acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. This Statement’s scope is broader than that of
Statement 141, which applied only to business combinations in which control was
obtained by transferring consideration. By applying the same method of
accounting—the acquisition method—to all transactions and other events in which
one entity obtains control over one or more other businesses, this Statement
improves the comparability of the information about business combinations
provided in financial reports.
This
Statement requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any non-controlling interest in the acquiree at the acquisition
date, measured at their fair values as of that date, with limited
exceptions specified in the Statement. That replaces Statement 141’s
cost-allocation process, which required the cost of an acquisition to be
allocated to the individual assets acquired and liabilities assumed based on
their estimated fair values.
9
SEMPER
FLOWERS, INC.
Notes
to (unaudited) Financial Statements
September
30, 2008
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (cont.)
This
Statement applies to all transactions or other events in which an entity (the
acquirer) obtains control of one or more businesses (the acquirer), including
those sometimes referred to as “true mergers” or “mergers of equals” and
combinations achieved without the transfer of consideration, for example, by
contract alone or through the lapse of minority veto rights. This Statement
applies to all business entities, including mutual entities that previously used
the pooling-of-interests method of accounting for some business combinations. It
does not apply to: (a) The formation of a joint venture, (b) The acquisition of
an asset or a group of assets that does not constitute a business, (c) A
combination between entities or businesses under common control, (d) A
combination between not-for-profit organizations or the acquisition of a
for-profit business by a not-for-profit organization.
This
Statement applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. An entity may not apply it
before that date. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.
FASB
160 – Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51
In
December 2007, the FASB issued FASB Statement No. 160 – Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51. This Statement applies to all entities that prepare consolidated
financial statements, except not-for-profit organizations, but will affect only
those entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations
should continue to apply the guidance in Accounting Research Bulletin No.
51, Consolidated Financial Statements, before the amendments made by this
Statement, and any other applicable standards, until the Board issues
interpretative guidance. This Statement amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. Before this Statement was issued, limited
guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity. A noncontrolling interest,
sometimes called a minority interest, is the portion of equity in a subsidiary
not attributable, directly or indirectly, to a parent. The objective of this
Statement is to improve the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require: (a) The ownership interests in subsidiaries held by parties other than
he parent be clearly identified, labeled, and presented in the consolidated
statement of financial position within equity, but separate from the
parent’s equity, (b) The amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income,
(c) Changes in a parent’s ownership interest while the parent retains
its
10
SEMPER
FLOWERS, INC.
Notes
to (unaudited) Financial Statements
September
30, 2008
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
controlling
financial interest in its subsidiary be accounted for consistently. A parent’s
ownership interest in a subsidiary changes if the parent purchases additional
ownership interests in its subsidiary or if the parent sells some of its
ownership interests in its subsidiary. It also changes if the subsidiary
reacquires some of its ownership interests or the subsidiary issues additional
ownership interests. All of those transactions are economically similar, and
this Statement
requires that they be accounted for similarly, as equity transactions, (d) When
a subsidiary is deconsolidated, any retained noncontrolling equity investment in
the former subsidiary be initially measured at fair value. The gain or loss on
the deconsolidation of the subsidiary is measured using the fair value of any
noncontrolling equity investment rather than the carrying amount of that
retained investment, (e) Entities provide sufficient disclosures that clearly
identify and distinguish between the interests of the parent and the interests
of the noncontrolling owners.
This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
entities with calendar year-ends). Earlier adoption is prohibited. These
Statements shall be applied prospectively as of the beginning of the fiscal year
in which this Statement is initially applied, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be
applied retrospectively for all periods presented. Management believes this
Statement will have no impact on the financial statements of the Company once
adopted.
In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 , which requires additional disclosures about the objectives of
the derivative instruments and hedging activities, the method of accounting for
such instruments under SFAS No. 133 and its related interpretations, and a
tabular disclosure of the effects of such instruments and related hedged items
on our financial position, financial performance, and cash flows. SFAS No. 161
is effective for the Company beginning January 1, 2009. Management believes
that, for the foreseeable future, this Statement will have no impact on the
financial statements of the Company once adopted.
Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date are
not expected to have a material impact on the financial statements upon
adoption.
NOTE 3 - GOING
CONCERN
The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States, which
contemplate continuation of the Company as a going concern. The Company has
recently commenced operations and has incurred losses since inception, and has
limited working capital that raises substantial doubt about its ability to
continue as a going concern. Company management may have to raise
additional debt or equity financing to fund future operations and to provide
additional working capital. However, there is no assurance that such financing
will be obtained in sufficient amounts necessary to meet the Company's needs.
The accompanying unaudited consolidated financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classifications of liabilities that
may result from the outcome of this uncertainty.
NOTE 4- EQUITY
TRANSACTIONS
Semper
Flowers, Inc was incorporated on October 9, 2007. Upon incorporation the Company
had authority to issue 10,000,000 shares of $.0001 par value preferred stock,
and 100,000,000 shares of $.0001 par value common stock. On October 9,
2007, the Company issued an aggregate of 2,000,000 shares of common stock,
valued at $0.05 per share to an officer of the Company for professional
services. On October 9, 2007 the Company issued 423,529 shares of
common stock, valued at $0.05 per share, and a common stock purchase warrant to
purchase 15% of the fully diluted shares of common stock exercisable at $1.00
per share, to as consideration for legal fees incurred in connection
with the preparation of the Company’s registration statement. In
October, 2007 the Company sold 2,510,000 shares in a share offering for a total
of $125,500 cash. The issuance of these shares are reflected in
the Company’s financial statements as of December 31, 2007. The
shares issued to an Officer of the Company have been valued at $100,000, and
were recorded as payroll expense. The shares issued in connection with legal
services have been accounted for as legal and professional fees. No significant
equity transactions have been recorded by the Company for the three and nine
month periods ended September 30, 2008.
11
SEMPER
FLOWERS, INC.
Notes
to (unaudited) Financial Statements
September
30, 2008
NOTE 4- EQUITY TRANSACTIONS (cont.)
Stock
Warrant
In
October 2007, in consideration for legal services rendered, the Company issued a
twenty year warrant in connection with legal services provided
to the Company, whereby, if Semper Flowers, Inc. was to undergo a change of
control, the warrant holder might acquire fifteen percent of the common shares
of the Company for the aggregate consideration of one
dollar. As the Company did not undergo a change in control, no
expense was recorded related to the issuance of this warrant. In June 2008 the
warrant was cancelled.
NOTE 5 – PURCHASE OF
SUBSIDIARY
On
November 1, 2007, the Company executed and consummated a stock purchase
agreement the shareholder of The Absolute Florist, Inc. (“Absolute Florist”).
Under the purchase agreement, the Company acquired all of the issued and
outstanding capital stock of Absolute Florist. In consideration for the stock of
Absolute Florist, the Company issued a Note Payable for $100,000 with a coupon
of 12%, to the former shareholder of The Absolute Florist, Inc. The note was
originally to mature on July 28, 2008. Subsequent to the end of the
period the maturity of the note was extended to January 31, 2009, although
$15,000 in principal was repaid in August 2008.
SFAS
141 requires the Company to allocate the purchase price first to identifiable
assets and liabilities at market value, then to intangible but identifiable
separate assets and liabilities, and allocate the remainder to
Goodwill. The Absolute Florist, Inc. is a “turnkey” neighborhood
florist with deep roots, over twenty years, in the
community. Absolute Florist is located in an area which, according to
the U.S. Census, residents are better educated, earn more, and are slightly
younger (prime florist customers) than the national average. The
store has consistently both served life events (weddings, 'sweet sixteen’s', and
funerals), and the mundane “I’m sorry” periodic flower
arrangements. Absolute Florist, regrettably, lacks the following
valuable contractual assets: Customer contracts; Order backlog; Operating
leases; License agreements; Royalty agreements; Employment contracts; and
Trademarks and Patents. In addition, Absolute Flowers lacks the
following non-contractual yet separable assets such as Customer/subscriber lists
or unpatented technology. The store also lacks a valuable lease, and
is rented on a month by month basis. Given the above, the excess over
identifiable assets and liabilities were categorized as goodwill.
12
SEMPER
FLOWERS, INC.
Notes
to (unaudited) Financial Statements
September
30, 2008
NOTE
5 – PURCHASE OF SUBSIDIARY (Cont’d.)
The cost
to acquire The Absolute Florist, Inc. has been allocated to the net assets and
liabilities acquired according to estimated fair values as follows:
|
Purchase
price
|
$
|
100,000
|
||
|
Total
assets*
|
(2,342
|
)
|
||
|
Total
liabilities*
|
16,956
|
|||
|
Goodwill
|
$
|
114,614
|
||
|
*Assets
were reduced by the $22,875 "Due from Officer" and liabilities were
reduced by $25,030 "Bank Loan Payable"
|
||||
Goodwill
will reviewed for possible impairment at least annually or more frequently upon
the occurrence of an event or when circumstances indicate that the carrying
amount is greater than its fair value. No impairment loss was recognized during
the reporting period. The Company has adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Intangible Assets. Impairment analysis will be
performed when conditions or circumstances arise which merit such a
review. For the period ending September 30, 2008, no impairment entry
was necessary.
NOTE
6 – RELATED PARTY TRANSACTIONS
During
the three and nine months ended September 30, 2008 the Company paid a consulting
Company owned by the chief executive officer $0 and $11,500 respectively for
consulting services. During the three and nine months ended September 30, 2008
respectively, the Company paid $3,000 and $9,000 in interest related to the note
payable described in (NOTE 5 PURCHASE OF SUBSIDIARY) to the former shareholder,
and a current employee of The Absolute Florist, Inc.
Mr.
Marquez, our President, advanced the Company a total of $36,149 to help pay for
its operations. The amount owed to Mr. Marquez is non-interest bearing and is
unsecured.
NOTE
7- INCOME TAXES
The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes ("SFAS No.109"). SFAS No.109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax loss carry-forwards. SFAS No. 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets. Deferred income taxes are determined using the
liability method for the temporary differences between the financial reporting
basis and income tax basis of the Company’s assets and liabilities. Deferred
income taxes are measured based on the tax rates expected to be in effect when
the temporary differences are included in the Company’s tax return. Deferred tax
assets and liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases. The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes ("SFAS No.109"). SFAS No.109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax loss carry-forwards. SFAS No. 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax assets.
13
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD
LOOKING STATEMENTS
Management’s
Discussion and Analysis contains “forward-looking” statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as well as historical information. Although we believe
that the expectations reflected in these forward-looking statements are
reasonable, we can give no assurance that the expectations reflected in these
forward-looking statements will prove to be correct. Forward-looking statements
include those that use forward-looking terminology, such as the words
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,”
“plan,” “will,” “shall,” “should,” and similar expressions, including when used
in the negative. Although we believe that the expectations reflected in these
forward-looking statements are reasonable and achievable, these statements
involve risks and uncertainties and no assurance can be given that actual
results will be consistent with these forward-looking statements. Current
shareholders and prospective investors are cautioned that any forward-looking
statements are not guarantees of future performance. Such forward-looking
statements by their nature involve substantial risks and uncertainties, certain
of which are beyond our control, and actual results for future periods could
differ materially from those discussed in this report, depending on a variety of
important factors, among which are our ability to implement our business
strategy, our ability to compete with major established companies, the
acceptance of our products in our target markets, the outcome of litigation, our
ability to attract and retain qualified personnel, our ability to obtain
financing, our ability to continue as a going concern, and other risks described
from time to time in our filings with the Securities and Exchange Commission.
Forward-looking statements contained in this report speak only as of the date of
this report. Future events and actual results could differ materially from the
forward-looking statements. You should read this report completely and with the
understanding that actual future results may be materially different from what
management expects. We will not update forward-looking statements even though
its situation may change in the future.
INTRODUCTION
The
following discussion and analysis summarizes the significant factors affecting:
(i) our consolidated results of operations for the three months ended September
30, 2008; and (ii) financial liquidity and capital resources. This
discussion and analysis should be read in conjunction with our consolidated
financial statements and notes included in our Prospectus dated September 10,
2008.
Semper
Flowers, Inc. was formed as a Nevada corporation on October 9, 2007. We
are a development stage corporation formed to acquire and consolidate floral
business lines and small family owned florists. To date, we have completed our
first acquisition of Absolute Florists, Inc. in Kansas.
We were
formed in October 2007 to acquire floral businesses and build up an attractive
portfolio of store leases. Semper Flowers, Inc. seeks to add value by
acquiring, consolidating, and operating flower and gift retail
stores. The three keys to business success are great locations,
efficient delivery service, and joining trade associations that promote local
delivery from anywhere in the country. We strive to be the most
innovative and unique florists. Our approach to floral design is pure and
natural and it maximizes not only the character of flowers, individually and in
arrangements, but also the aesthetic connection between flowers and the setting.
We are determined to continue and enhance the tradition of flowers through
innovative design, aggressive marketing, and most importantly, quality products
and service.
Semper
Flowers believes that it can exploit the changing market by focusing on the
largest opportunities; for instance, in the last fifteen years the dollar value
of sales of fresh-cut flowers increased even though unit sales stayed
essentially unchanged. Roses, mixed flowers, and carnations were the
most popular arrangements. A promising growth area is so-called
‘bedding plants,’ which are planted outdoors and sold during spring and
summer. Another interesting trend is that women are buying themselves
flowers on Valentines Day.
Semper
Flowers will concentrate on partnering with potential partners in the death-care
(funeral homes) and wedding industries. Weddings may be simple
or elaborate; regardless of the size or scope of the occasion, in recent years
couples have been increasingly turning to experts to make their special day
perfect. These experts, wedding planners, coordinate all aspects of
the floral arrangements, from decorating the church to making sure each member
of the bridal party has the appropriate arrangement or corsage. We
will work with wedding planners in designing and delivering tasteful flower
arrangements. We also look to generate sales in the sympathy flower
arena. Sympathy flower arrangements are special because they are
designed to convey to loved ones the essence of beauty which takes their mind
off the sadness of the occasion. Sympathy arrangements are also used
to help people get through other troubled times, such as a job loss, an illness,
or a divorce.
14
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Cont’d)
The
Company intends to enter into purchase agreements with various floral businesses
nationwide, including the leases associated with the stores. The
target businesses are ideally small, family owned florists who would benefit
from the cost reductions associated with consolidation. In
addition, if we are able to raise additional capital, we intend to provide web
based sales and call center servicing of which we can provide no guarantee. Many
of the target acquisitions will be established businesses, serving their
communities with floral arrangements for weddings, funeral and other flower
orientated events. In sum, our keys to success are:
|
·
|
careful
attention to store locations by using economic and demographics
variables.
|
|
·
|
attainment
of our store expansion goals.
|
|
·
|
executing
retail marketing program.
|
|
·
|
management
control of company stores.
|
|
·
|
management
of cash flow--maintaining the pace of store sales--and obtaining
additional investment to maintain the pace of company owned store
expansion
|
As of the
date hereof, we are not in negotiations to acquire any target.
Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles and we have expensed all development expenses related to
the establishment of the company.
CRITICAL ACCOUNTING
POLICIES
Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States, which require management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, the disclosure of
contingent assets and liabilities and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The critical accounting policies that affect our more significant
estimates and assumptions used in the preparation of our financial statements
are reviewed and any required adjustments are recorded on a monthly
basis.
Revenue
Recognition
Revenue
is recognized when products are shipped or services are rendered.
Website
Development Costs
Website
development costs consist principally of outside consultants and related
expenses. We follow the provisions of Emerging Issues Task Force
(“EITF”) Issue No. 00-2, “Accounting for Website Development Costs,” which
provides guidance in accounting for costs incurred to develop a
website. Our website is being continually changed on a regular basis
as the business model continues to evolve. Accordingly, due to the
uncertainty of our future products, these costs are expensed as incurred and are
included in website development costs.
Research
and Development
Research
and development costs are charged to expense as incurred.
Stock
Based Compensation
As
permitted under Statement of Financial Accounting Standard ("SFAS") No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS
148"), which amended SFAS No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123"), we have elected to continue to follow the intrinsic value method
in accounting for its stock-based employee compensation arrangements as defined
by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
Issued to Employees," and related interpretations including "Financial
Accounting Standards Board Interpretation No. 44, Accounting for Certain
Transactions Involving Stock Compensation," an interpretation of APB No. 25. No
stock-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant.
15
CRITICAL
ACCOUNTING POLICIES (Cont’d.)
New
Accounting Pronouncements
In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133 , which requires additional disclosures about the objectives of
the derivative instruments and hedging activities, the method of accounting for
such instruments under SFAS No. 133 and its related interpretations, and a
tabular disclosure of the effects of such instruments and related hedged items
on our financial position, financial performance, and cash flows. SFAS No. 161
is effective for the Company beginning January 1, 2009. Management believes
that, for the foreseeable future, this Statement will have no impact on the
financial statements of the Company once adopted.
FASB
141(revised 2007) – Business Combinations
In
December 2007, the FASB issued FASB Statement No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations. This Statement retains the fundamental requirements in
Statement 141 that the acquisition method of accounting (which Statement
141 called the purchase method) be used for all business combinations and for an
acquirer to be identified for each business combination. This Statement defines
the acquirer as the entity that obtains control of one or more businesses in the
business combination and establishes the acquisition date as the date that the
acquirer achieves control. This Statement’s scope is broader than that of
Statement 141, which applied only to business combinations in which control was
obtained by transferring consideration. By applying the same method of
accounting—the acquisition method—to all transactions and other events in which
one entity obtains control over one or more other businesses, this Statement
improves the comparability of the information about business combinations
provided in financial reports.
This
Statement requires an acquirer to recognize the assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree at the acquisition
date, measured at their fair values as of that date, with limited exceptions
specified in the Statement. That replaces Statement 141’s cost-allocation
process, which required the cost of an acquisition to be allocated to the
individual assets acquired and liabilities assumed based on their estimated fair
values.
FASB
160 – Noncontrolling Interests in Consolidated Financial Statements – an
amendment of ARB No. 51
In
December 2007, the FASB issued FASB Statement No. 160 – Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51. This Statement applies to all entities that prepare consolidated
financial statements, except not-for-profit organizations, but will affect only
those entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. Not-for-profit organizations
should continue to apply the guidance in Accounting Research Bulletin No.
51, Consolidated Financial Statements, before the amendments made by this
Statement, and any other applicable standards, until the Board issues
interpretative guidance. This Statement amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. Before this Statement was issued, limited
guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This Statement improves
comparability by eliminating that diversity. A noncontrolling interest,
sometimes called a minority interest, is the portion of equity in a subsidiary
not attributable, directly or indirectly, to a parent. The objective of this
Statement is to improve the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require: (a) The ownership interests in subsidiaries held by parties other than
he parent be clearly identified, labeled, and presented in the consolidated
statement of financial position within equity, but separate from the
parent’s equity, (b) The amount of consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income,
(c) Changes in a parent’s ownership interest while the parent retains
its controlling financial interest in its subsidiary be accounted for
consistently. A parent’s ownership interest in a subsidiary changes if the
parent purchases additional ownership interests in its subsidiary or if the
parent sells some of its ownership interests in its subsidiary. It also changes
if the subsidiary reacquires some of its ownership interests or the subsidiary
issues additional ownership interests. All of those transactions are
economically similar, and this Statement requires that
they be accounted for similarly, as equity transactions, (d) When a subsidiary
is deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value. The gain or loss on the
deconsolidation of the subsidiary is measured using the fair value of any
noncontrolling equity investment rather than the carrying amount of that
retained investment, (e) Entities provide sufficient disclosures that clearly
identify and distinguish between the interests of the parent and the interests
of the noncontrolling owners.
16
This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
entities with calendar year-ends). Earlier adoption is prohibited. These
Statements shall be applied prospectively as of the beginning of the fiscal year
in which this Statement is initially applied, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be
applied retrospectively for all periods presented. Management believes this
Statement will have no impact on the financial statements of the Company once
adopted.
Seasonality
of Business
We expect
there to be subject to some seasonal fluctuations in its operating results, with
revenues in November and December and other popular shopping holidays expected
to be higher because of relationship of purchasing gifts and needed items for
friends and family members being specifically associated with these
occasions.
RESULTS OF
OPERATIONS
Three
and Nine Months Ended September 30, 2008
For the
three and nine month periods ended September 30, 2008, the Company’s sales were
$30,716 and $117,512, respectively. The Company recorded cost of sales for the
three and nine months ended September 30, 2008 of $16,596 and $55,180,
respectively. During this period managements focus has been concentrated on
efforts related to researching and analyzing market data in order to refine the
Company’s business model and identify optimal markets. Results from
the Kansas City store, in a market of 1.95 million people, were disappointing,
as the area went into recession this summer.
Total
operating expenses during the three and nine month periods ended September 30,
2008 were $35,250 and $168,561 respectively. Operating expenses for the nine
month period ended September 30, 2008 contained approximately $95,000 in
professional fees related to accounting and legal services provided the Company
related to completing all required SEC filings, as well as responses to
correspondence with the SEC. In addition the Company experienced some turnover
related to Absolute Florist’s local accounting resources which resulted in
additional expenditures related to accounting services.
During
the three and nine months ended September 30, 2008 respectively the Company
recorded $3,000 and $9,000 in non-operating expenses related to interest paid on
the note payable issued in connection with the acquisition of Absolute
Florist.
RESULTS
OF OPERATIONS (Cont’d.)
Liquidity and Capital
Resources
As of
September 30, 2008, our cash on hand was $3,695; total current assets were
$7,195 and total current liabilities amounted to $140,483, including an advance
from Mr. Marquez of $36,149. As of September 30, 2008 a total stockholders
deficit was ($18,674). Until the company achieves a net positive cash
flow from operations, we are dependent on Officers of the Company to advance us
sufficient funds to continue operations. We may seek additional
capital to fund potential costs associated with expansion and/or acquisitions.
We believe that future funding may be obtained from public or private offerings
of equity securities, debt or convertible debt securities or other sources.
Stockholders should assume that any additional funding will likely be
dilutive. Accordingly, our officers, directors and other affiliates
are not legally bound to provide funding to us. Because of our limited
operations, if our officers and directors do not pay for our expenses, we will
be forced to obtain funding. We currently do not have any arrangements to obtain
additional financing from other sources. In view of our limited operating
history, our ability to obtain additional funds is limited. Additional financing
may only be available, if at all, upon terms which may not be commercially
advantageous to us.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
ITEM 4T. CONTROLS AND
PROCEDURES
As of the
end of the period covered by this report, Mr. Marquez, who serves as both the
Chief Executive Officer and Chief Financial Officer (the “Officer”), conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")). Based upon this evaluation, the Officer
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act are recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms.
In
addition, no change in our internal control over financial reporting occurred
during the fiscal quarter ended September 30, 2008 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
ITEM
1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK
FACTORS.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.
ITEM 2 - UNREGISTERED SALES
OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
None.
ITEM 4 - SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
None.
None.
18
ITEM 6.
EXHIBITS
|
|
Exhibit
|
|
|
3.1
|
Articles
of Incorporation (1)
|
|
|
3.2
|
Bylaws
(1)
|
|
|
31.1
|
Rule 13a-14(a)/15d-14(a)
certification of Certificate of Chief Executive Officer
*
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a)
certification of Certificate of Chief Financial Officer
*
|
|
|
32.1
|
Section
1350 Certification of Principal Executive Officer. *
|
|
|
32.2
|
Section
1350 Certification of Principal Financial Officer.
*
|
———————
|
*filed
herewith
|
|
(1)
|
Incorporated
by reference to the registration statement on Form S-1 as filed on
September 16, 2008.
|
19
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
SEMPER
FLOWERS, INC
|
|||
|
November
14, 2008
|
By:
|
/s/ George
Marquez
|
|
|
George
Marquez
|
|||
|
Chief
Executive Officer, President, Secretary, Chief Financial Officer,
Treasurer, Principal Accounting Officer and Director
|
|||
20