LiveWire Ergogenics, Inc. - Quarter Report: 2009 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, 2009
[ ]
TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE
ACT
For the
transition period from ___________ to _____________
Commission
File Number: 333-149158
SF
BLU VU, 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,
2009 was 4,933,529.
Transitional
Small Business Disclosure Format (check one): Yes [ ] No
[X]
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). □
Yes □ No.
SF
BLU VU, INC.
(a
development stage company)
|
Page
Number
|
|
|
Consolidated
Balance Sheet as of September 30, 2009 (Unaudited) and December 31,
2008
|
3
|
|
Consolidated
Statements of Operations for the Three and Nine Months Ended
September 30, 2009 and 2008 (Unaudited) and from Inception (October 9,
2007) to September 30, 2009
(Unaudited)
|
4
|
|
Consolidated
Statement of Changes in Stockholders’ Equity (Deficit)
(Unaudited)
|
5
|
|
Statements
of Cash Flows for the Nine Months Ended September 30, 2009 and
2008 (Unaudited) and from Inception (October 9, 2007), to September
30, 2009 (Unaudited)
|
6
|
|
Notes
to Unaudited Financial Statements
|
7-12
|
|
12-13
|
|
|
14
|
|
|
Item
4T - Controls and
Procedures
|
14
|
|
PART
II - Other
Information (Items 1-6)
|
15-17
|
2
SF
BLU VU, INC.
(a
development stage company)
BALANCE
SHEETS
|
September
30,
2009
|
December
31, 2008
|
|||||||
|
(UNAUDITED)
|
(AUDITED)
|
|||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
and cash equivalents
|
$
|
52
|
$
|
50
|
||||
|
Total
assets
|
$
|
52
|
$
|
50
|
||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable
|
$
|
27,087
|
$
|
20,000
|
||||
|
Advance
from shareholder
|
49,159
|
42,833
|
||||||
|
Total
current liabilities
|
76,246
|
62,833
|
||||||
|
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
|
(322,870
|
)
|
(309,459
|
)
|
||||
|
Total
stockholders' equity (deficit)
|
(76,194
|
)
|
(62,783
|
)
|
||||
|
Total
liabilities and stockholders' equity (deficit)
|
$
|
52
|
$
|
50
|
||||
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
3
SF
BLU VU, INC.
(a
development stage company)
STATEMENTS
OF OPERATIONS
(UNAUDITED)
|
Cumulative
|
||||||||||||||||||||
|
Totals
|
||||||||||||||||||||
|
From
Inception
|
||||||||||||||||||||
|
(October
9, 2007)
|
||||||||||||||||||||
|
For
the three months ended
|
For
the nine months ended
|
Through
|
||||||||||||||||||
|
September
30, 2009
|
September
30, 2008
|
September
30, 2009
|
September
30, 2008
|
September
30, 2009
|
||||||||||||||||
|
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
|
Costs
of revenue
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
Gross
profit
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
|
General
and administrative expenses
|
||||||||||||||||||||
|
Payroll
|
-
|
-
|
-
|
9,000
|
114,500
|
|||||||||||||||
|
Legal
and professional fees
|
3,000
|
17,279
|
8,000
|
87,137
|
152,115
|
|||||||||||||||
|
Office
and administrative
|
-
|
2,199
|
5,411
|
13,291
|
41,133
|
|||||||||||||||
|
Interest
expense
|
-
|
3,000
|
-
|
9,000
|
11,000
|
|||||||||||||||
|
Total
operating expenses
|
3,000
|
22,478
|
13,411
|
118,428
|
318,748
|
|||||||||||||||
|
Loss
from continuing operations
|
(3,000
|
)
|
(22,478
|
)
|
(13,411
|
)
|
(118,428
|
)
|
(318,748
|
)
|
||||||||||
|
Discontinued
operations, net of tax:
|
||||||||||||||||||||
|
Income
(loss) from operations
|
-
|
(1,652
|
)
|
-
|
9,698
|
5,303
|
||||||||||||||
|
Loss
on disposal of subsidiary
|
-
|
-
|
-
|
-
|
(9,425
|
)
|
||||||||||||||
|
Gain
(loss) from discontinued operations
|
-
|
(1,652
|
)
|
-
|
9,698
|
(4,122
|
)
|
|||||||||||||
|
Net
Loss
|
$
|
(3,000
|
)
|
$
|
(24,130
|
)
|
$
|
(13,411
|
)
|
$
|
(108,730
|
)
|
$
|
(322,870
|
)
|
|||||
|
(Loss)
per share:
|
||||||||||||||||||||
|
Basic
and diluted earnings (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.02
|
)
|
||||||||
|
Weighted
average shares
|
||||||||||||||||||||
|
outstanding
- basic and diluted
|
4,933,529
|
4,933,529
|
4,933,529
|
4,933,529
|
||||||||||||||||
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
4
SF
BLU VU, INC.
(a
development stage company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR
THE PERIOD FROM OCTOBER 9, 2007 (INCEPTION) TO SEPTEMBER 30, 2009
|
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
|
-
|
-
|
-
|
-
|
-
|
(152,623
|
)
|
(152,623
|
)
|
|||||||||||||||||||
|
Balance,
December 31, 2007
|
-
|
-
|
4,933,529
|
493
|
246,183
|
(152,623
|
)
|
94,053
|
||||||||||||||||||||
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(156,836
|
)
|
(156,836
|
)
|
|||||||||||||||||||
|
Balance,
December 31, 2008
|
-
|
-
|
4,933,529
|
493
|
246,183
|
(309,459
|
)
|
(62,783
|
)
|
|||||||||||||||||||
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(13,411
|
)
|
(13,411
|
)
|
|||||||||||||||||||
|
Balance,
September 30, 2009 (unaudited)
|
-
|
$
|
-
|
4,933,529
|
$
|
493
|
$
|
246,183
|
$
|
(322,870
|
)
|
$
|
(76,194
|
)
|
||||||||||||||
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
5
SF
BLU VU, INC.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
|
Cumulative
|
||||||||||||
|
Totals
|
||||||||||||
|
From
Inception
|
||||||||||||
|
(October
29,2007)
|
||||||||||||
|
For
the nine months ended
|
Through
|
|||||||||||
|
September
30, 2009
|
September
30, 2008
|
September
30, 2009
|
||||||||||
|
Cash
flows from operating activities:
|
||||||||||||
|
Net
loss
|
$
|
(13,411
|
)
|
$
|
(118,428
|
)
|
$
|
(318,748
|
)
|
|||
|
Adjustments
to reconcile net loss to net
|
||||||||||||
|
cash
used in operating activities:
|
||||||||||||
|
Discontinued
operations
|
-
|
9,698
|
4,122
|
|||||||||
|
Common
stock issued for services
|
-
|
-
|
121,176
|
|||||||||
|
Increase
in assets and liabilities:
|
||||||||||||
|
Subscription
receivable
|
-
|
30,000
|
-
|
|||||||||
|
Accounts
payable and accrued expenses
|
7,087
|
(20,697)
|
18,843
|
|||||||||
|
Net
cash used in operating activities
|
(6,324
|
)
|
(99,427
|
)
|
(174,607
|
)
|
||||||
|
Cash
flows from financing activities:
|
||||||||||||
|
Advance
from shareholder
|
6,326
|
36,149
|
49,159
|
|||||||||
|
Proceeds
from sale of capital stock
|
-
|
-
|
125,500
|
|||||||||
|
Net
cash provided by financing activities
|
6,326
|
36,149
|
174,659
|
|||||||||
|
Net
increase (decrease) in cash and cash equivalents
|
2
|
(63,278
|
)
|
52
|
||||||||
|
Cash
and cash equivalents - beginning of period
|
50
|
64,053
|
-
|
|||||||||
|
Cash
and cash equivalents - end of period
|
$
|
52
|
$
|
775
|
$
|
52
|
||||||
|
Supplemental
disclosures of cash flow information
|
||||||||||||
|
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
Cash
paid for interest
|
$
|
-
|
$
|
9,000
|
$
|
11,000
|
||||||
The
accompanying notes to the unaudited financial statements are an integral part of
these statements.
6
Notes
to (unaudited) Financial Statements
September
30, 2009
NOTE
1 - NATURE OF BUSINESS
SF Blu
Vu, Inc. (“the Company”) was formed as a Nevada corporation on October 9,
2007. On May 15, 2009, SF Blu Vu, Inc. (the "Company") filed a
Certificate of Amendment with the Secretary of State of Nevada to amend Article
1 of its Articles of Incorporation in order to change its name from Semper
Flowers, Inc. to “SF Blu Vu, Inc.” The name change became effective
with FINRA on August 17, 2009.
SF Blu
Vu, 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, which was discontinued in
November 2008 (See Note 5). The Company’s operations currently
consist of management evaluating other suitable florists and gift retail stores
for investment and improvement.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statements have been prepared, in accordance with
accounting principles generally accepted in the United States (“U.S. GAAP”) and
pursuant to the rules and regulations of the Securities and Exchange Commission
(the “SEC”). The accompanying financial statements include the
accounts of the Company. The information furnished herein reflects
all adjustments (consisting of normal recurring accruals and adjustments) which
are, in the opinion of management, necessary to fairly present the operating
results for the respective periods. Certain information and footnote
disclosures normally present in annual consolidated financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted pursuant to such rules and
regulations. These financial statements should be read in conjunction
with the audited financial statements and footnotes included in the Company's
Annual report on Form 10-K filed on April 15, 2009. The results of
the nine months ended September 30, 2009 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2009.
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 GAAP, the fair value of
goodwill is determined based on a discounted cash flow methodology.
7
SF
BLU VU, INC.
Notes
to (unaudited) Financial Statements
September
30, 2009
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
would consist primarily of fresh cut flowers, wrapping, vases, and stationary,
and is carried at the lower of average cost or market.
Revenue
Recognition
The
Company follows the guidance of the Securities and Exchange Commission's Staff
Accounting Bulletin 104 for revenue recognition. In general, the
Company records revenue when persuasive evidence of an arrangement exists,
services have been rendered, the sales price to the customer is fixed or
determinable, and collectability is reasonably assured.
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 utilizes the guidance per FASB Codification “ASC 260 "Earnings Per
Share". Basic earnings per share is calculated on the weighted effect of all
common shares issued and outstanding, and is calculated by dividing net income
available to common stockholders by the weighted average 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
SF
BLU VU, INC.
Notes
to (unaudited) Financial Statements
September
30, 2009
NOTE
2- SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (cont.)
Stock
Based Compensation
In
December 2004, the Financial Accounting Standards Board, or FASB, issued FASB
ASC 718-10-55 - Compensation-Stock Compensation. Under ASC 718-10-55, companies
are required to measure the compensation costs of share-based compensation
arrangements based on the grant-date fair value and recognize the costs in the
financial statements over the period during which employees are required to
provide services. Share-based compensation arrangements include stock options,
restricted share plans, performance-based awards, share appreciation rights and
employee share purchase plans. In March 2005 the Securities and Exchange
Commission, or the SEC, issued FASB ASC 825-10-50-10 - Financial Instruments -
Overall - Disclosures. ASC 825-10-50-10 expresses views of the staff regarding
the interaction between ASC 718-10-55 and certain SEC rules and regulations and
provides the staff's views regarding the valuation of share-based payment
arrangements for public companies. ASC 718-10-55 permits public companies to
adopt its requirements using one of two methods. Companies may elect to apply
this statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
ASC 718-10-55. Effective with its fiscal 2006, the Company has adopted the
provisions of ASC 718-10-55 and related interpretations as provided by SAB 107
prospectively. The Company does not have any stock options plan in effect and
hence there are no stock options outstanding as of September 30, 2009 and
2008.
Fair
Value of Financial Instruments
The
carrying amounts reported in the 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 June
2009, the FASB established the Accounting Standards Codification (“Codification”
or “ASC”) as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States (“GAAP”). Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.
Statement
of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent
Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial
Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810),
“Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105),
“The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles- a replacement of FASB Statement No. 162” were
recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability
to the Company or their effect on the financial statements would not have been
significant.
Accounting
Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued.
Management
does not believe that any recently issued, but not effective accounting
pronouncements if currently adopted would have a material effect on the
accompanying consolidated financial statements.
9
SF
BLU VU, INC.
Notes
to (unaudited) Financial Statements
September
30, 2009
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
SF Blu
Vu, 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 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. The issuances of these shares were reflected
in the Company’s financial statements as of December 31, 2007. No
significant equity transactions have been recorded by the Company for the nine
month period ended September 30, 2009.
10
SF
BLU VU, INC.
Notes
to (unaudited) Financial Statements
September
30, 2009
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. In November 2008, Mr. Marquez reluctantly determined
that due to the worsening economic situation around Kansas City area, that it
was in the best interest of the Company to discontinue its relationship with
Absolute Flowers, Inc. The Company transferred all of the assets and
liabilities of its Absolute Florist, Inc. to its former owner, in consideration
for canceling a Note Payable of $85,000. The Company realized a net
loss of $15,000. No income taxes were provided for due to the
utilization of the Company’s net operating loss carry forwards.
NOTE
6 – RELATED PARTY TRANSACTIONS
During
the first quarter of 2008, the Company paid a consulting company owned by the
chief executive officer $9,000 for consulting services. No salary was
paid for the nine months ended September 30, 2009.
Mr.
Marquez, our President, advanced the Company a total of $49,159 to help pay for
its operations. The amount owed to Mr. Marquez is non-interest
bearing and is unsecured.
11
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, 2009; 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.
SF Blu
Vu, 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. On November 1, 2007,
the Company executed and consummated a stock purchase agreement (as amended)
with 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. Management made the difficult decision in November 2008 to
sever the Company’s relationship with the subsidiary and write off the
investment. As a result of these actions, the Company recorded a
pre-tax charge of $15,000 in the fourth quarter of 2008, as determined under the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities."
SF Blu
Vu, 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.
SF Blu Vu
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.
12
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(Cont’d)
SF Blu Vu
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.
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 demographic
variables.
|
|
·
|
Attainment
of our store expansion goals.
|
|
·
|
Executing
our retail marketing program.
|
|
·
|
Management
control of company stores.
|
|
·
|
Careful
stewarship 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
A summary
of significant accounting policies is included in Note 2 of the unaudited
financial statements included in this Annual Report. Management
believes that the application of these policies on a consistent basis enables us
to provide useful and reliable financial information about our operating results
and financial condition. Our financial statements and accompanying
notes are prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”). Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. These estimates and
assumptions are affected by management's application of accounting
policies.
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, such as
Valentine’s Day and Mother’s Day, expected to be higher because of relationship
of purchasing gifts and needed items for friends and family members being
specifically associated with these occasions.
13
Three
and Nine Months Ended September 30, 2009
For the
three months ended September 30, 2009, the Company's net loss from continuing
operations was ($3,000) compared to ($22,478) for the three months ended
September 30, 2008. The decrease of $19,478 or 87% is primarily due
to the disposal of our operating subsidiary and reduced costs for professional
services in connection with our registration statement.
For the
nine months ended September 30, 2009, the Company's net loss from continuing
operations was ($13,411) compared to ($118,428) for the nine months ended
September 30, 2008. The decrease of $105,017 or 89% is primarily due
to the disposal of our operating subsidiary and reduced costs for professional
services in connection with our registration statement.
Liquidity
and Capital Resources
As of
September 30, 2009, our cash on hand was $52; total current assets were $52 and
total current liabilities amounted to $76,246, including an advance from Mr.
Marquez of $49,159. As of September 30, 2009, a total stockholders’
deficit was ($76,194). 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 have provided and will continue to
provide periodic cash inflows without interest in order to assist the Company in
meeting its operational obligations. 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
Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation
with the participation of the Company's management, including George Marquez,
the Company's Chief Executive Officer and Chief Financial Officer ("CEO/CFO"),
of the effectiveness of the Company's disclosure controls and procedures (as
defined under Rule 13a-15(e) under the Exchange Act) as of the Nine months
ended September 30, 2009. Based upon that evaluation, the Company's
CEO /CFO concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
the reports that the Company files or submits under the Exchange Act, is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms, and that such information is accumulated and
communicated to the Company's management, including the Company's CEO /CFO, as
appropriate, to allow timely decisions regarding required
disclosure.
CHANGES
IN INTERNAL CONTROLS.
Our
management, with the participation the Principal Executive Officer and Principal
Accounting Officer performed an evaluation as to whether any change in our
internal controls over financial reporting occurred during the Quarter ended
September 30, 2009. Based on that evaluation, the Company's CEO/CFO
concluded that no change occurred in the Company's internal controls over
financial reporting during the Quarter ended September 30, 2009 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal controls 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.
15
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 Principal Executive Officer and
Principal Financial Officer*
|
|
|
32.1
|
Section
1350 Certification of Principal Executive Officer and Principal Financial
Officer. *
|
———————
|
*filed
herewith
|
|
(1)
|
Incorporated
by reference to the registration statement on Form S-1 as filed on
September 16, 2008.
|
16
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.
|
SF
BLU VU, INC
|
|||
|
November
23, 2009
|
By:
|
/s/ George
Marquez
|
|
|
George
Marquez
|
|||
|
Chief
Executive Officer, President, Secretary, Chief Financial Officer,
Treasurer, Principal Accounting Officer and Director
|
|||