AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11,
2008
REGISTRATION
NO. 333-________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SEMPER FLOWERS,
INC.
(Name of
small business issuer in its charter)
|
Nevada
(State
or jurisdiction of incorporation or organization)
|
5992
(Primary
Standard Industrial Classification Code Number)
|
26-1212244
(I.R.S.
Employer Identification No.)
|
1040
First Avenue, Suite. 173
New
York, New York 10021
212-861-9239
(Address
and telephone number of principal executive offices)
1040
First Avenue, Suite. 173
New
York, New York 10021
212-861-9239
(Address
of principal place of business or intended principal place of business)
George
Marquez, Chief Executive Officer
Semper
Flowers, Inc.
1040
First Avenue, Suite. 173
New
York, New York 10021
212-861-9239
(Name,
address and telephone number of agent for service)
Copies
to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110
Wall Street, 11
th
Floor
New
York, New York 10005
(515)833-5034
(516)
977-1209 (fax)
APPROXIMATE
DATE OF PROPOSED SALE TO PUBLIC: From time to time after this Registration
Statement becomes effective.
If any
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. |_|
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. |_|
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. |_|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company,” in Rule 12b-2 of the Exchange Act. (Check
one.)
|
Large
accelerated filer
o
|
|
Accelerated
filer
o
|
|
|
|
|
|
Non-accelerated
filer
o
(Do
not check if a smaller reporting company)
|
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Smaller
reporting company
o
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(COVER
CONTINUES ON FOLLOWING PAGE)
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of securities
to
be registered
|
Amount
to be Registered (1)
|
Proposed
Maximum Offering Price Per Security (2)
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Proposed
Maximum Aggregate Offering Price
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Amount
of Registration Fee
|
|
Shares
Common Stock, $.0001 par value per share, to be sold by a selling
shareholder
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2,510,000
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$0.05
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$125,500
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$4.93
|
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Total
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2,510,000
|
|
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$4.93
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|
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(1)
|
Includes
shares of our common stock, par value $0.0001 per share, which may be
offered pursuant to this registration statement.
|
|
|
(2)
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Estimated
solely for purposes of calculating the registration fee in accordance with
Rule 457(e) under the Securities Act of
1933.
|
The
registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state where the offer or sale is not permitted.
·
PRELIMINARY
PROSPECTUS, SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2008
Semper
Flowers, Inc.
2,510,000
Shares of Common Stock
to
be offered by selling shareholders
We are
engaged in the operation of floral and gift retail stores. We
currently have one location. We intend to add value by acquiring and
consolidating additional stores. For the year ended June 30, 2007, we
generated $142,089 in revenue. The prospectus relates to the resale by selling
shareholders of 2,510,000 shares of common stock, $.0001 par value. Upon the
effectiveness of this prospectus, the selling security holders may
offer to sell shares of our common stock being offered in this prospectus at a
fixed price of $0.05 per share until shares of our common stock are quoted on
the OTC Bulletin Board, if ever, and thereafter at prevailing market prices or
privately negotiated prices.
We
received $125,500 in gross proceeds from the sale of shares of our common stock
by us in previous offerings pursuant to sales made under Rule 506 Regulation D.
We will not receive any of the proceeds from the sale of the shares by the
selling stockholders.
Our
common stock is not traded on any exchange or in the over-the-counter market.
After the date of this prospectus, we expect to have an application filed with
the National Association of Securities Dealers, Inc. for our common stock to be
eligible for trading on the OTC Bulletin Board.
The
Securities offered hereby involve a high degree of risk.
See
“Risk Factors”
beginning on page 5.
We may
amend or supplement this prospectus from time to time by filing amendments or
supplements as required. You should read the entire prospectus and any
amendments or supplements carefully before you make your investment
decision.
The date
of this prospectus is _________, 2008.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal
offense.
SEMPER
FLOWERS, INC.
TABLE
OF CONTENTS
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Page
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Prospectus
Summary
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1
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Risk
Factors
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3
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Selling
Stockholders
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7
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Market
for Common Equity and Related Stockholder Matters
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9
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Equity
Compensation Plan Information
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9
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Description
of Business
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10
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Managements’
Discussion and Analysis or Plan of Operation
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12
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Directors
and Executive Officers, Promoters and Control Persons
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16
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Executive
Compensation
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17
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Certain
Relationships and Related Transactions
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17
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Security
Ownership of Certain Beneficial Owners and Management
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18
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Plan
of Distribution
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19
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Description
of Securities
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20
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Indemnification
for Securities Act Liabilities
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20
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Legal
Matters
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20
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Experts
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20
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Additional
Information
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20
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Financial
Statements
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F-1
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You may
only rely on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with different
information. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the common stock
offered by this prospectus. This prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any common stock in any circumstances in
which such offer or solicitation is unlawful. Neither the delivery of this
prospectus nor any sale made in connection with this prospectus shall, under any
circumstances, create any implication that there has been no change in our
affairs since the date of this prospectus or that the information contained by
reference to this prospectus is correct as of any time after its
date.
This
prospectus and any prospectus supplement contain forward-looking statements. We
have based these forward-looking statements on our current expectations and
projections about future events.
In some
cases, you can identify forward-looking statements by words such as "may,"
"should," "expect," "plan," "could," "anticipate," "intend," "believe,"
"estimate," "predict," "potential," "goal," or "continue" or similar
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks outlined under "Risk
Factors," that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements.
Unless we
are required to do so under U.S. federal securities laws or other applicable
laws, we do not intend to update or revise any forward-looking
statements.
PROSPECTUS
SUMMARY
The following summary highlights selected information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the “RISK
FACTORS” section, the financial statements and the notes to the financial
statements. We conduct our business operations through our wholly owned
subsidiary, Absolute Florist, Inc. a Missouri corporation (“Absolute Florist”).
As used hereinafter in this prospectus, the terms “Absolute”, “we,” “us,” or
“our” refer to Semper Flowers, Inc and its wholly owned subsidiaries, including
Absolute Florist.
Semper
Flowers, Inc.
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.
On
November 1, 2007, in consideration for 100% of the outstanding shares of
Absolute Florists, Inc, we issued 100,000 shares of preferred stock with a face
value of $100,000 or $1 per share with a par value of $0.0001. Such
shares are not convertible and do not have dividend rights to the former owner
of Absolute Florists, Inc. who still manages the business on behalf of Semper
Flowers.
Since its
inception, The Absolute Florists, Inc. has incurred losses and is expected to
incur losses for the foreseeable future. For the fiscal years ended June 30,
2007 and 2006, Absolute Florists incurred net losses of $19,208 and $2,704,
respectively. As a result of the foregoing, our independent auditors, in their
report covering our consolidated financial statements for the year ended June
30, 2007 stated that our financial statements were prepared assuming that
Absolute Florists would continue as a going concern.
Our
principal executive offices are located at 1040 First Avenue, Suite 173, New
York, New York 10021 our telephone number is 212-861-9239. We are a
Nevada company.
The
Offering
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Common
stock outstanding before the offering
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4,933,529
shares.
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Common
stock offered by selling stockholders
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2,510,000 shares of common stock
presently outstanding. This number represents 50.88% of our
issued and outstanding shares.
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Use
of proceeds
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We
will not receive any proceeds from the sale of the common stock by the
selling stockholder
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Market
for the common shares
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There is no public market for our
common shares. We intend to have a market maker file an application on our
behalf with the NASD to have our common stock quoted on the OTC Bulletin
Board. There is no assurance that a trading market will develop, or, if
developed, that it will be sustained. Consequently, a purchaser of our
common stock may find it difficult to resell the securities offered herein
should the purchaser desire to do so when eligible for public resale.
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Risk
Factors
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The
purchase of our common stock involves a
high
degree of risk. You should carefully review and consider "Risk Factors"
beginning on page 5.
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The above
information regarding common stock to be outstanding after the offering is based
on 4,933,529 shares of common stock outstanding as of the date of this
prospectus.
Transactions
being Registered in this Prospectus
In
November 2007, we issued and sold 1,910,000 shares of common stock to 26
accredited investors in consideration of $95,500.
In
January 2008, we issued and sold 600,000 shares of common stock to 13 accredited
investors in consideration of $30,000.
RISK
FACTORS
You
should carefully consider the risks described below as well as other information
provided to you in this document, including information in the section of this
document entitled “Information Regarding Forward Looking Statements.” The risks
and uncertainties described below are not the only ones facing our company.
Additional risks and uncertainties not presently known to our company or that
our company currently believes are immaterial may also impair our business
operations. If any of the following risks actually occur, our businesses,
financial condition or results of operations could be materially adversely
affected, the value of our common stock could decline, and you may lose all or
part of your investment.
As
a start-up or development stage company, an investment in our company is
considered a high risk investment whereby you could lose your entire
investment.
We have
just commenced operations and, therefore, we are considered a “start-up” or
“development stage” company. We will incur significant expenses in
order to implement our business plan. As an investor, you should be aware
of the difficulties, delays and expenses normally encountered by an enterprise
in its development stage, many of which are beyond our control, including
unanticipated developmental expenses, inventory costs, employment costs, and
advertising and marketing expenses. We cannot assure you that our proposed
business plan as described in this prospectus will materialize or prove
successful, or that we will ever be able to operate profitably. If we
cannot operate profitably, you could lose your entire investment
We
have a history of losses since our inception which may continue and cause
investors to lose their entire investment.
Semper
Flowers, Inc. was formed on October 9, 2006 and has incurred net losses
amounting to $150,121 from inception to December 31, 2007. The Absolute Florist,
Inc., was formed on September 9, 1986, and has incurred net losses of $19,208
for the year ended June 30, 2007 and $2,704 for the year ended June 30, 2006.
Because of these conditions, we will require additional working capital to
develop our business operations. We have not achieved profitability and we can
give no assurances that we will achieve profitability within the foreseeable
future, as we fund operating and capital expenditures, in such areas as sales
and marketing and research and development. We cannot assure investors that we
will ever achieve or sustain profitability or that our operating losses will not
increase in the future. If we continue to incur losses, we will not be able to
fund any of our sales and marketing and research and development activities, and
we may be forced to cease our operations. If we are forced to cease operations,
investors will lose the entire amount of their investment.
Our
working capital is limited and we will likely need to complete this offering in
order to fully implement our business.
We have
limited working capital on hand. Our ability to continue operations and operate
as a going concern is wholly contingent on our ability to borrow funds from
George Marquez, the sole executive officer of our company, and unrelated third
parties, and the receipt of proceeds from sales. If adequate funds are not
available, we may not be able to fund our expansion, take advantage of
acquisition opportunities, develop our marketing plans or respond to competitive
pressures. Such inability could have a material adverse effect on our business,
results of operations and financial condition. As of this date, we
have generated a net loss and there can be no assurance that income will be
forthcoming in the future.
Our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern, which may hinder our ability to obtain future
financing and which may force us to cease operations.
In their
reports dated January 25, 2008 and January 28, 2008, our independent auditors
stated that our financial statements for the year ended December 31, 2007 were
prepared assuming that we would continue as a going concern. Our ability to
continue as a going concern is an issue raised as a result of recurring losses
from operations and cash flow deficiencies since our inception. We continue to
experience net losses. Our ability to continue as a going concern is subject to
our ability to generate a profit and/or obtain necessary funding from outside
sources, including obtaining additional funding from the sale of our securities,
increasing sales or obtaining loans and grants from various financial
institutions where possible. If we are unable to continue as a going concern,
you may lose your entire investment.
The
loss of George Marquez, our sole executive officer, or our inability to attract
and retain qualified personnel could significantly disrupt our business.
We are
wholly dependent, at present, on the personal efforts and abilities of George
Marquez, our sole executive officer. The loss of services from Mr. Marquez will
disrupt, if not stop, our operations. In addition, our success will depend on
our ability to attract and retain highly motivated, well-educated specialists to
our staff. Our inability to recruit and retain such individuals may delay
implementing and conducting our business , and or result in high employee
turnover, which could have a materially adverse effect on our business or
results of operations once commenced. There is no assurance that personnel of
the caliber that we require will be available.
Because
we have no operating history, we may not be able to successfully manage our
business or achieve profitability and it will be difficult for you to evaluate
an investment in our stock and you may lose your entire investment.
We were formed in October 2007, and we
subsequently acquired The Absolute Florist. The Absolute Florist was initially
formed in September 9, 1986. Due to our limited operating history, our ability
to operate successfully is materially uncertain and our operations are subject
to all risks inherent in a developing business enterprise. We
have no operating history upon which you may evaluate our operations and
prospects. Our limited operating history makes it difficult to evaluate our
likelihood of commercial viability and market acceptance of our
products. Our potential success must be evaluated in light of the
problems; expenses and difficulties frequently encountered by new businesses in
general and particularly in the floral trade specifically.
Our
business model of acquiring and operating floral and gift shops is unproven and
there is no guarantee that such operations will become profitable.
There can be no assurance that the
implementation of such a plans to open or acquire additional stores in selected
areas will be successful, or that the implementation of the overall business
plan developed by management will result in sales or that if it does result in
sales, that such sales will necessarily translate into
profitability. Failure to properly develop our plan of expansion will
prevent the Company from generating meaningful product sales. The
successful integration of the management and staff or the hiring of new
management or staff will be important to the future operations of the Company.
Substantial difficulties could be encountered, including the
following:
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·
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The
loss of key employees and
customers;
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·
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The
disruption of operations and
business;
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·
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Unexpected
problems with costs, operations and
personnel
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·
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Unexpected
costs in from rising fuel and flower prices;
and
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·
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Problems
with the assimilation of new operations, sites, and personnel, which could
divert resources from
operations.
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·
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Unexpected
outbreak of disease or pests that can destroy flowers and negatively
impact floral availability
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·
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Severe
economic disruption impacting purchasing power in the general
population
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Competition
may adversely affect our operations and financial results.
The
floral business is highly competitive with respect to price, service, location
and quality, and is often affected by changes in consumer tastes, economic
conditions, and population and traffic patterns. The Company competes
within each market with locally owned floral businesses as well as national and
regional chains, some of which operate more locations and have greater financial
resources and longer operating histories than the Company. There is active
competition for management personnel and for attractive commercial real estate
sites suitable for florists.
Our sales volumes are
seasonal.
Sales of
our products are seasonal, concentrated in the second calendar quarter, due to
Mother's Day, Easter and graduations, and the fourth calendar quarter, due to
the Thanksgiving and Christmas holidays. In anticipation of increased sales
activity during these periods, we need to hire a significant number of temporary
employees to supplement our permanent staff and we significantly increase our
inventory levels. If sales during these periods do not meet our expectations, we
may not generate sufficient revenue to offset these increased costs and our
operating results will suffer.
George
Marquez, our a director and sole executive officer, will only devote part time
efforts to our business due to his involvement in other business
interests.
George
Marquez, our director and sole executive officer, will only be involved with our
company on a part time basis. As such, we may not be able to take
advantage of acquisition or other expansion opportunities due to his limited
involvement.
George
Marquez will continue to influence matters affecting our company after this
offering, which may conflict with your interests.
George
Marquez, a director and sole executive officer of our company beneficially owns
approximately 41% of the outstanding shares of common stock of our company. Mr.
Marquez will continue to influence the vote on all matters submitted to a vote
of our stockholders, including the election of directors, amendments to the
certificate of incorporation and the by-laws, and the approval of significant
corporate transactions. This consolidation of voting power could also delay,
deter or prevent a change-in-control of our company that might be otherwise
beneficial to stockholders.
Risks
Relating to Our Common Shares
There is
no established public trading market for our securities. Hence, there is no
central place, such as a stock exchange or electronic trading system, to resell
your common stock. If you want to resell your shares, you will have to locate a
buyer and negotiate your own sale. It is our plan to utilize a market maker who
will apply to have our common stock quoted on the Over-the-Counter Bulletin
Board in the United States. Our shares are not and have not been listed or
quoted on any exchange or quotation system. There can be no assurance that a
market maker will agree to file the necessary documents with the National
Association of Securities Dealers, which operates the Over-the-Counter Bulletin
Board, nor can there be any assurance that such an application for quotation
will be approved or that a regular trading market will develop or that if
developed, will be sustained. In the absence of a trading market, an investor
will be unable to liquidate his investment except by private sale.
SHOULD
OUR STOCK BECOME LISTED ON THE OTC BULLETIN BOARD, IF WE FAIL TO REMAIN CURRENT
ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD
WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE
ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY
MARKET.
Companies
trading on the Over-The-Counter Bulletin Board, such as us we are seeking to
become, must be reporting issuers under Section 12 of the Securities Exchange
Act of 1934, as amended, and must be current in their reports under Section 13,
in order to maintain price quotation privileges on the OTC Bulletin Board. If we
fail to remain current on our reporting requirements, we could be removed from
the OTC Bulletin Board. As a result, the market liquidity for our securities
could be severely adversely affected by limiting the ability of broker-dealers
to sell our securities and the ability of stockholders to sell their securities
in the secondary market. In addition, we may be unable to get re-listed on the
OTC Bulletin Board, which may have an adverse material effect on our
Company.
ONCE
PUBLICLY TRADING, THE APPLICATION OF THE "PENNY STOCK" RULES COULD ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON SHARES AND INCREASE YOUR TRANSACTION COSTS
TO SELL THOSE SHARES.
The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:
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·
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that
a broker or dealer approve a person's account for transactions in penny
stocks; and
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·
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the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to
be purchased.
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In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:
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·
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obtain
financial information and investment experience objectives of the person;
and
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·
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make
a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
|
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:
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·
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sets
forth the basis on which the broker or dealer made the suitability
determination; and
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·
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that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
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Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.
SELLING
SHAREHOLDERS
The
following table also sets forth the name of each person who is offering the
resale of shares of common stock by this prospectus, the number of shares of
common stock beneficially owned by each person, the number of shares of common
stock that may be sold in this offering and the number of shares of common stock
each person will own after the offering, assuming they sell all of the shares
offered.
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Shares
Beneficially Owned
Prior
to the Offering (1)(2)
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Shares
Beneficially Owned
After
the Offering (1)(2)
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Anderson,
Don Loring
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40,000
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*
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40,000
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--
|
--
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Bushansky,
Stephen
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100,000
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2.03%
|
100,000
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--
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--
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Caleffie,
Cynthia L.
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80,000
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1.62%
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80,000
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--
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--
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Christensen,
Dawn E.
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40,000
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*
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40,000
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--
|
--
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Christensen,
Lee A.
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40,000
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*
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40,000
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--
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--
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Cook,
Edmund Tashiro
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40,000
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*
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40,000
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--
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--
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Cook,
Layna Griffin
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40,000
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*
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40,000
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--
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--
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Farh,
Elaine P.
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30,000
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*
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30,000
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--
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--
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Gardner,
Barbara
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100,000
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2.03%
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100,000
|
--
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--
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Gardner,
Robert
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100,000
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2.03%
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100,000
|
--
|
--
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Gardner,
Scott A
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40,000
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*
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40,000
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--
|
--
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Gardner,
Katherine
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40,000
|
*
|
40,000
|
--
|
--
|
|
Griffin,
Chester W. Jr.
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Griffin,
Eva L.
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Grodko,
Jeffrey
|
30,000
|
*
|
30,000
|
--
|
--
|
|
Kassem,
Preston
|
20,000
|
*
|
20,000
|
--
|
--
|
|
Mariani,
Brett A.
|
20,000
|
*
|
20,000
|
--
|
--
|
|
Mariani,
Brian Todd
|
20,000
|
*
|
20,000
|
--
|
--
|
|
Mariani,
Raymond
|
200,000
|
4.05%
|
200,000
|
--
|
--
|
|
Mariani,
Robert
|
260,000
|
5.27%
|
260,000
|
--
|
--
|
|
Mariani,
Suzanne K.
|
100,000
|
2.03%
|
100,000
|
--
|
--
|
|
Meszaros,
John Paul
|
200,000
|
4.05%
|
200,000
|
--
|
--
|
|
Paoletta,
Paul H.
|
200,000
|
4.05%
|
200,000
|
--
|
--
|
|
Paoletta,
Tracy L.
|
200,000
|
4.05%
|
200,000
|
--
|
--
|
|
Robertson,
Alfred
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Rozsa,
Edua
|
20,000
|
*
|
20,000
|
--
|
--
|
|
Rubin,
Michael
|
30,000
|
*
|
30,000
|
--
|
--
|
|
Schmitz,
David E.
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Schmitz,
Holly
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Segandish,
Kenneth
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Sterling
LLC
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Tedrow,
Carla
|
20,000
|
*
|
20,000
|
--
|
--
|
|
Tedrow,
Christian
|
20,000
|
*
|
20,000
|
--
|
--
|
|
Tedrow,
Tara
|
20,000
|
*
|
20,000
|
--
|
--
|
|
Tedrow,
Thomas
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Tedrow,
Travis
|
20,000
|
*
|
20,000
|
--
|
--
|
|
Tedrow,
Tyler
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Ward,
John W.
|
40,000
|
*
|
40,000
|
--
|
--
|
|
Ward,
Olga M.
|
40,000
|
*
|
40,000
|
--
|
--
|
|
|
|
Total:
|
2,510,000
|
|
|
*Less
than one percent.
(1) This
table assumes that each shareholder will sell all of his/her shares available
for sale during the effectiveness of the registration statement that includes
this prospectus. Shareholders are not required to sell their
shares.
(2) The
number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the selling
stockholders has sole or shared voting power or investment power and also any
shares, which the selling stockholders has the right to acquire within 60 days.
The percentage of shares owned by each selling stockholder is based on a total
outstanding number of 4,423,529 as of the date of this prospectus.
(3) All
of the selling shareholders have not had a material relationship with us other
than as a shareholder at any time within the past two years, has ever been one
of our officers or directors and is not a broker-dealer or affiliated with a
broker-dealers.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is not traded on any
national securities exchange and is not quoted on any over-the-counter market.
If our shares become quoted on the Over-The-Counter Bulletin Board, sales will
be made at prevailing market prices or privately negotiated prices. Other than
the 2,510,000 shares being registered pursuant to this prospectus, we have not
agreed to register any shares of our common stock under the Securities Act for
sale by stockholders. As of the date of this prospectus, we had
4,933,529 shares of common stock issued and outstanding and approximately
41 stockholders of record of our common stock. We appointed Continental
Stock Transfer and Trust Company Co, Inc., New York, NY, as transfer agent for
our shares of common stock.
Dividend
Policy
Our
payment of dividends, if any, in the future rests within the discretion of the
Board of Directors and will depend, among other things, upon our earnings,
capital requirements and financial condition, as well as other relevant factors.
We have not paid any dividends since our inception and do not intend to pay any
cash dividends in the foreseeable future, but intend to retain all earnings, if
any, for use in our business. There are no restrictions in our articles of
incorporation or bylaws that restrict us from declaring dividends. However, if
we enter into an agreement for debt financing in the future we may be restricted
from declaring dividends.
Equity
compensation plan information
The
following table shows information with respect to each equity compensation plan
under which the Company’s common stock is authorized for issuance as of December
31, 2007.
|
Equity
compensation
plans
approved by shareholders
|
|
No.
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
|
Weighted
Average exercise price of outstanding options, warrants &
rights
|
|
Number
of securities remaining available for future issuance under equity
compensation plan
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plan approved by shareholders
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plan not approved by shareholders
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
-
|
|
-
|
|
-
|
|
DESCRIPTION
OF BUSINESS
History
of the Company
Semper
Flowers was formed on October 9, 2007. On November 1, 2007, er acquired
“The Absolute Florist, Inc.” in consideration of 100,000 shares of Preferred
Stock with a value of $100,000. The Absolute Florist remains as a wholly owned
subsidiary of Semper Flowers, Inc.
Business
Description
We were
formed in October 2007 to acquire floral businesses that will provide reasonable
cash flow 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.
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 substantial cost reductions
associated with consolidation, web based sales and call center servicing. 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.
Floral Industry Overview
The
floral industry is highly fragmented with the biggest floral firms holding a
small fraction of the market. A majority of florists employ five employees or
less. Industry analysts expect the cut-flower wholesale business
should remain strong, but the small retail flower shops will continue to see
consolidations and closings. In the U.S. there are approximately supermarkets
with floral departments, retail florists, and garden centers all providing a
variety of floral solutions. California tops the U.S. states in domestic flower
production. Imports, however, account for the majority of fresh
flowers sold in the United States, with a large percentage of these coming from
Columbia. Floral direct marketers take floral orders from consumers
by telephone or over the Internet. These direct marketers, including retail
consumer companies that deliver unarranged boxed flowers via common courier with
no involvement of retail florists, represent a small percentage of the floral
retail market. These direct marketers represent a rapidly growing portion of the
floral delivery sub-segment of the overall floral retail market. The entrance of
supermarkets and discounters into the floral arena has had a detrimental impact
on traditional florists.
Most
retail consumer floral transactions take place at retail florist shops,
supermarkets, garden centers and discount chain stores. The floral retail market
space is highly fragmented with thousands of industry participants. Key trends
in the floral retail market include:
• the
increasing role of floral direct marketers, particularly those marketing floral
products over the Internet, which has resulted in increased orders for delivery
to be placed through floral direct marketers versus traditional retail
florists;
• the
advent of retail consumer companies that deliver unarranged boxed flowers via
common courier with no involvement of retail florists; and
• the
increased presence of supermarkets and mass merchants, which has reduced the
cash and carry floral business for the traditional retail florist.
In
addition, given that specialty gift products can be an alternative for
special-occasion floral purchases, floral retailers and floral direct marketers
have expanded their product offerings to include items such as home, garden,
gourmet
Listed below are how floriculture is
sold in the United States:
|
Distribution
Segment
|
|
Description
|
|
Traditional
Florists
|
|
Retail
florists represent a majority of the U.S. floral retail market. A majority
of these florists are sole proprietorships with no external
payroll.
|
|
|
|
|
|
"Direct
from the Grower" Channel
|
|
Growers
ship directly to consumers from a warehouse via overnight delivery
service. Since orders are fulfilled centrally, they can be combined with
other gift products which are not cost-efficient for retail florists to
hold in inventory. Direct from the grower flowers are generally marketed
to consumers through catalogs and the Internet.
|
|
|
|
|
|
Supermarkets
Selling Flowers
|
|
Roughly
four in ten consumers buy flowers at their local supermarket. Supermarkets
that offer flowers in the U.S. are quickly claiming their place in the
floral markets.
|
|
|
|
|
|
Other
Channels
|
|
Big
Box Outlets (Home Centers, Mass Merchandisers and Wholesale Clubs) and
other nontraditional retailers are establishing a solid base in the floral
marketplace.
|
Seasonality
Sales of
our products are seasonal, concentrated in the second calendar quarter, due to
Mother's Day, Easter and graduations, and the fourth calendar quarter, due to
the Thanksgiving and Christmas holidays and the death care and
wedding industries which are not seasonal.
Competition
In the
floral industry, there are
various providers of
floral products, none of which
is dominant in the industry. Our
competitors include:
|
·
|
retail floral shops, some of
which maintain toll-free telephone
numbers and web sites;
|
|
·
|
online
floral retailers;
|
|
·
|
catalog
companies that offer floral
products;
|
|
·
|
floral
telemarketers and wire services;
and
|
|
·
|
supermarkets, mass merchants and
specialty retailers with floral
departments.
|
Description
of Property
Semper
Flowers neither owns nor leases any real property, although its subsidiary
leases a store at 500 State Line Road, Westwood Hills, KS 66205 Our executive
offices are located at 1040 First Avenue, Suite 173, New York, New York 10021
and our telephone number is (212) 861-9239.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking
Statements
We may
from time to time make written or oral statements that are "forward-looking,"
including statements contained in this prospectus and other filings with the
Securities and Exchange Commission, reports to our stockholders and news
releases. All statements that express expectations, estimates, forecasts or
projections are forward-looking statements within the meaning of the Act. In
addition, other written or oral statements which constitute forward-looking
statements may be made by us or on our behalf. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," "projects,"
"forecasts," "may," "should," variations of such words and similar expressions
are intended to identify such forward-looking statements. These statements are
not guarantees of future performance and involve risks, uncertainties and
assumptions which are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in or
suggested by such forward-looking statements. We undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Important factors on which such
statements are based are assumptions concerning uncertainties, including but not
limited to uncertainties associated with the following:
(a)
volatility or decline of our stock price;
(b)
potential fluctuation in quarterly results;
(c) our
failure to earn revenues or profits;
(d)
inadequate capital and barriers to raising the additional capital or to
obtaining the financing needed to implement its business plans;
(e)
inadequate capital to continue business;
(f)
changes in demand for our products and services;
(g) rapid
and significant changes in markets;
(h)
litigation with or legal claims and allegations by outside parties;
(i)
insufficient revenues to cover operating costs.
You
should read the following discussion and analysis in conjunction with our
financial statements and notes thereto, included herewith. This discussion
should not be construed to imply that the results discussed herein will
necessarily continue into the future, or that any conclusion reached herein will
necessarily be indicative of actual operating results in the future. Such
discussion represents only the best present assessment of
management.
PLAN
OF OPERATION
Overview
Semper
Flowers is a corporation is engaged in the ownership,
operation
and development of flower shops and it currently operates one
establishment
under the name Absolute Florists, Inc. Our business plan was the
idea of
George Marquez who sees the floral sector as being undervalued and
offering
potential opportunities for growth. The Company will seek to
differentiate
itself from the competition through meticulous attention to
detail,
and it will insist on highly trained, well groomed delivery and clean
vehicles.
Since many people now order flows over the internet, the delivery
drivers
function as public relations representatives of the florist and
guardians,
in a sense, of the product.
Events
and Uncertainties that are critical to our business
We have
had limited operations and like all new businesses face certain
uncertainties,
including expenses, difficulties, complications and delays
frequently
encountered in connection with conducting operations, including
capital
requirements and management's potential underestimation of initial and
ongoing
costs. We have had little or no revenues since our inception. There is
no
guarantee that we will be able to generate sufficient sales to make
our
operations
profitable. We may continue to have little or no sales and continue
to
sustain losses in the future. If we continue to sustain losses we will be
forced to
curtail our operations and go out of business. Our success depends in
a large
part on our ability to identify and acquire existing floral shops in
markets
which are undervalued and have excellent growth opportunities. While we
are
currently seeking out shops which meet our criteria, there is no
guarantee
that
these efforts will result in any acquisitions. Because of lack of funding,
we are
unable to hire a dedicated team of analysts and market experts to
identify
prime acquisition targets.
The
Company expects to incur operating losses until it generates significant
revenues
from its store acquisition program. As a result, the Company believes
that
period-to-period comparisons of its results of operations will not
necessarily
be meaningful and should not be relied upon as any indication of
future
performance.
Proposed
Acquisitions
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
substantial cost reductions associated with consolidation, web based
sales and
call center servicing. Many of the target acquisitions will be
established
businesses, serving their communities with floral arrangements for
weddings,
funeral and other flower orientated events. As of the date hereof, we
are not
in negotiations to acquire any target.
Critical
Accounting Policies
Our
financial statements are prepared in accordance with accounting
principles
generally accepted in the United States of America, which requires
management
to make estimates and assumptions that affect the reported amounts of
assets
and liabilities and disclosure of contingent assets and liabilities at
the date
of the financial statements and the reported amounts of revenues and
expenses
during the reporting period. Actual results could differ from those
estimates.
The
following accounting policies are critical in fully understanding
and
evaluating our reported financial results:
Accounting
for Stock-Based Compensation
We
account for our stock options and warrants using the fair value
method
promulgated by Statement of Financial Accounting Standards No. 123R
"Share-Based
Compensation" which addresses the accounting for transactions in
which an
entity exchanges its equity instruments for goods or services.
Therefore,
our results include non-cash compensation expense as a result of the
issuance
of stock options and warrants and we expect to record additional
non-cash
compensation expense in the future.
Seasonality
of Business
Sales of
our products are seasonal, concentrated in the second calendar quarter,
due to
Mother's Day, Easter and graduations, and the fourth calendar quarter,
due to
the Thanksgiving and Christmas holidays and the death care and wedding
industries
which are not seasonal.
PLAN
OF OPERATIONS - SEMPER FLOWERS, INC.
We
are a start-up company with a limited
operating
history. Our prospects must be considered in light of the risks, costs
and
difficulties frequently encountered by companies in their early stage of
development.
As described in the "Description of Business," it is our belief
that the
Company can add shareholder value through the acquisition and
refurbishing
of neighborhood florists and, if successful, possibly franchise the
brand.
Management's attention for the foreseeable future will be devoted to
fine-tuning
our business strategy, and identifying optimal locations for either
acquiring
exiting florists or opening a new retail store. In sum, our keys to
success
are:
|
|
o
|
careful attention to store locations by using economic and
demographics variables.
|
|
|
o
|
attainment
of our store expansion goals.
|
|
|
o
|
executing
retail marketing program.
|
|
|
o
|
management
control of company stores.
|
|
|
o
|
management of
cash flow--maintaining the pace
of store sales--and
obtaining
additional investment to maintain the pace of company owned
store
expansion
|
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.
RESULTS
OF OPERATIONS - THE ABSOLUTE FLORIST
Results
of Operations - Comparison for the
Period Ended October 31, 2007
Compared
to Period Ended October 31, 2006
Revenues
For the
(unaudited) four months ended October 31, 2007, sales were $45,222,
compared
to $44,457 for the four months ended October 31, 2006. The summer to
fall is a
relatively slow period, since there are no major holidays during that
period.
Cost
of Sales
The cost
of sales for the four months ended October 31, 2007, $19,360, equaled
43% of
sales, an improvement over the $23,931 cost of sales, which was 54% of
sales,
for the four months ended October 31, 2006.
Operating
expenses
Operating
costs for the same period equaled $26,574, which was slightly higher
than the
$23,737, in operating costs for the four months ended October 31, 2006
(mainly
due to higher rent and professional fees).
Results
of Operations - Comparison for the Year Ended June 30, 2007, to the Year
Ended
June 30, 2006
Revenues
For
the Absolute Florist (AF) subsidiary, sales for the year ended June
30, 2007,
amounted to $142,089, which represented a decline of $24,811 from
sales of
$166,900 for the year ended June 30, 2006. This decrease in revenue was
the
result of the lack of capital to implement its business plan.
Cost
of Sales
AF's cost
of goods sold for year ended June 30, 2007 were $79,752, or 56% of our
sales as
compared to $92,887, or 56% of our sales for the year ended June 30,
2006. The
decrease in cost of sales directly relates to the decrease in revenue.
The
subsidiary was adversely impacted by the increasing cost of fuel, during the
year
ended June 30, 2007.
Operating
Expenses
For the
year ended June 30, 2007, AF operating expenses were $81,545 as compared
to
$76,717. Operating expenses for AF were roughly equal to the previous year,
with the
exception of increased interest and professional fees. Operating
expenses
for Semper were primarily payroll and professional fees.
Results
of Operations - Comparison for the Year Ended June 30, 2007, to the Year Ended
June 30, 2006
Revenues
For the
Absolute Florist (AF) subsidiary, sales for the year ended June 30, 2007,
amounted to $142,089, which represented a decline of $24,811 from sales of
$166,900 for the year ended June 30, 2006. This decrease in revenue was the
result of the lack of capital to implement its business plan.
Cost
of Sales
AF’s cost
of goods sold for year ended June 30, 2007 were $79,752, or 56% of our sales as
compared to $92,887, or 56% of our sales for the year ended June 30, 2006. The
decrease in cost of sales directly relates to the decrease in revenue. The
subsidiary was adversely impacted by the increasing cost of fuel, during the
year ended June 30, 2007.
Operating
Expenses
For the
year ended June 30, 2007, AF operating expenses were $81,545 as compared to
$76,717. Operating expenses for AF were roughly equal to the previous year, with
the exception of increased interest and professional fees. Operating
expenses for Semper were primarily payroll and professional
fees.
Liquidity
and Capital Resources
As of
December 31, 2007, we had a working capital surplus of $81,941, and we had
cash of
$64,870.
We
presently do not have the required capital to meet our cash requirements for
the next
12 months. We are seeking additional financing, which may take the form
of debt,
convertible debt or equity, in order to provide the additional working
capital
and funds for expansion. We currently have no commitments for financing.
There is
no guarantee that we will be successful in raising the funds
required.
Inflation
The
impact of inflation on the costs of our company, and the ability to pass on
cost
increases to its customers over time is dependent upon market conditions.
We are
not aware of any inflationary pressures that have had any significant
impact on
our operations over the past quarter, and we do not anticipate that
inflationary
factors will have a significant impact on future operations.
Off-Balance
Sheet Arrangements
We do not
maintain off-balance sheet arrangements nor does it participate in
non-exchange
traded contracts requiring fair value accounting treatment.
DIRECTORS
AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive
Officers and Directors
Below are
the names and certain information regarding our sole executive officers and
director.
|
Name
|
Age
|
Position
|
|
George
Marquez
|
42
|
Chief
Executive Officer, Chief Financial Officer, President, Secretary and Sole
Director
|
Set forth
below is a biographical description of the sole executive officer and director
based on information supplied by each of them.
George Marquez.
Mr. George
Marquez holds a BS in Finance from Central Connecticut State University. Between
1993-1997, he worked at Suppes Securities as an equity broker servicing foreign
and US based clients. Between 1998 and 2004 he was the senior equity broker at
Dupont Securities and responsible for the firms Investment Banking operations as
a source of clients and perspective clients. Between 2004 and June of 2005 Mr.
Marquez worked for NYSE member firm Westminster Securities leaving in June 2005
due to a death in the family.
CODE
OF ETHICS
We
adopted a Code of Ethics and Business Conduct for Officers, Directors and
Employees that applies to all of the officers, directors and employees of our
company. A copy of our code of ethics is attached hereto.
EXECUTIVE
COMPENSATION
SUMMARY
COMPENSATION TABLE
The
following table sets forth the cash compensation (including cash bonuses) paid
or accrued and equity awards granted by us for years ended December 31, 2007 and
2006 to our Chief Executive Officer and our most highly compensated officers
other than the Chief Executive Officer at December 31, 2007 whose total
compensation exceeded $100,000.
|
Name
& Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
|
All
Other Compensation ($)
|
Total
($)
|
|
George
Marquez (1)
|
2007
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(1) Sole
executive officer and director.
OUTSTANDING
EQUITY AWARDS
No other
named executive officer has received an equity award.
DIRECTOR
COMPENSATION
We do not
pay directors compensation for their service as directors.
Employment
and Other Agreements
We have
not entered into any employment agreement as of the date hereof.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On October
7, 2007, we issued an aggregate of 2,000,000 shares of common stock,
valued at $100,000, to George Marquez in for services provided as the sole
executive officer and director.
Additionally
on November 1, 2007, we issued an aggregate of 100,000 shares of preferred stock
with a par value of $0.0001 with a face value of $100,000 without preemptive
conversion rights or dividend, to the former owner of The Absolute Florist, Inc.
in consideration for the total issued and outstanding shares of the capital
stock of Absolute Florist, Inc.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of January 31, 2008 with
respect to the beneficial ownership of the Company's outstanding common stock by
(i) any holder of more than five (5%) percent; (ii) each of the named executive
officers, directors and director nominees; and (iii) our directors, director
nominees and named executive officers as a group. Except as otherwise indicated,
each of the stockholders listed below has sole voting and investment power over
the shares beneficially owned. The below table is based on 4,423,529 shares of
common stock outstanding as of the date of this prospectus.
|
Name
of Beneficial Owner
|
|
Common
Stock Beneficially Owned (1)
|
|
Percentage
of
Common
Stock
(1)
|
|
George
Marquez (2)*
|
|
|
2,000,000
|
|
40.54
|
%
|
|
|
|
|
|
|
|
|
|
Sichenzia
Ross Friedman Ference LLP **
|
|
|
423,529(3
|
)
|
8.58
|
%
|
|
|
|
|
|
|
|
|
|
All
officers and directors as a group (1 person)
|
|
|
2,000,000
|
|
40.54
|
%
|
* Address
is c/o Semper Flowers, Inc., 1040 First Avenue, Suite 173, New York, New York
10021.
**
Address is 61 Broadway, 32
nd
floor,
New York, NY 10048.
(1)
Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of
the Exchange Act, as amended and generally includes voting or investment power
with respect to securities. Pursuant to the rules and regulations of the
Securities and Exchange Commission, shares of common stock that an individual or
group has a right to acquire within 60 days pursuant to the exercise of options
or warrants are deemed to be outstanding for the purposes of computing the
percentage ownership of such individual or group, but are not deemed to be
outstanding for the purposes of computing the percentage ownership of any other
person shown in the table.
(2)
Officer and/or director of the Company.
(3)
Sichenzia Ross Friedman Ference LLP also holds a common stock purchase warrant
to purchase 15% of the fully diluted shares of common stock of our company. The
warrant is only exercisable 61 days following any change of control of our
company. The warrant exercise price is $1.00.
PLAN
OF DISTRIBUTION
Selling
Security Holders Distribution
The
selling security holders may, from time to time, sell all or a portion of the
shares of common stock on any market upon which the common stock may be listed
or quoted (anticipated to be the OTC Bulletin Board in the United States), in
privately negotiated transactions or otherwise. Such sales may be at fixed
prices prevailing at the time of sale, at prices related to the market prices or
at negotiated prices. Our common stock is not traded on any exchange or in the
over-the-counter market. After the date of this prospectus, we expect to have an
application filed with the National Association of Securities Dealers, Inc. for
our common stock to be eligible for trading on the OTC Bulletin Board. Until our
common stock becomes eligible for trading on the OTC Bulletin Board, the selling
stockholders holders will be offering our common shares at a price of $0.05 per
common share. Notwithstanding the foregoing, the shares of common stock being
offered for resale by this prospectus may be sold by the selling security
holders by one or more of the following methods, without
limitation:
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers;
|
|
|
·
|
privately
negotiated transactions;
|
|
|
·
|
market
sales (both long and short to the extent permitted under the federal
securities laws);
|
|
|
·
|
at
the market to or through market makers or into an existing market for the
shares;
|
|
|
·
|
through
transactions in options, swaps or other derivatives (whether exchange
listed or otherwise); and
|
|
|
·
|
a
combination of any of the aforementioned methods of
sale.
|
In the
event of the transfer by any of the selling security holders of its common
shares to any pledgee, donee or other transferee, we will amend this prospectus
and the registration statement of which this prospectus forms a part by the
filing of a post-effective amendment in order to have the pledgee, donee or
other transferee in place of the selling stockholder who has transferred his,
her or its shares. In effecting sales, brokers and dealers engaged by the
selling security holders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from a
selling stockholder or, if any of the broker-dealers act as an agent for the
purchaser of such shares, from a purchaser in amounts to be negotiated which are
not expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with a selling stockholder to sell a specified number
of the shares of common stock at a stipulated price per share. Such an agreement
may also require the broker-dealer to purchase as principal any unsold shares of
common stock at the price required to fulfill the broker-dealer commitment to
the selling stockholder if such broker-dealer is unable to sell the shares on
behalf of the selling stockholder. Broker-dealers who acquire shares of common
stock as principal may thereafter resell the shares of common stock from time to
time in transactions which may involve block transactions and sales to and
through other broker-dealers, including transactions of the nature described
above. Such sales by a broker-dealer could be at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. In connection with such resales, the
broker-dealer may pay to or receive from the purchasers of the shares
commissions as described above. The selling security holders and any
broker-dealers or agents that participate with the selling stockholders in the
sale of the shares of common stock may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with these sales. In that event, any
commissions received by the broker-dealers or agents and any profit on the
resale of the shares of common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
From time
to time, any of the selling security holders may pledge shares of common stock
pursuant to the margin provisions of customer agreements with brokers. Upon a
default by a selling security holder, their broker may offer and sell the
pledged shares of common stock from time to time. Upon a sale of the shares of
common stock, the selling security holders intend to comply with the prospectus
delivery requirements under the Securities Act by delivering a prospectus to
each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act which may be required
in the event any of the selling stockholders defaults under any customer
agreement with brokers. To the extent required under the Securities Act, a post
effective amendment to this registration statement will be filed disclosing the
name of any broker-dealers, the number of shares of common stock involved, the
price at which the common stock is to be sold, the commissions paid or discounts
or concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and other facts material to
the transaction.
We and
the selling security holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations under it, including, without
limitation, Rule 10b-5 and, insofar as a selling stockholder is a distribution
participant and we, under certain circumstances, may be a distribution
participant, under Regulation M. All of the foregoing may affect the
marketability of the common stock.
All
expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
security holders, the purchasers participating in such transaction, or
both.
Any
shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act, as amended, may be sold by the
selling security holder under Rule 144 rather than pursuant to this
prospectus.
DESCRIPTION
OF SECURITIES
We are
authorized to issue up to 100,000,000 shares of common Stock, par value $0.0001,
and 10,000,000 shares of preferred stock. As of January 31, 2008, there were
4,933,529 shares of common stock outstanding and 100,000 shares of preferred
stock outstanding. Holders of the common stock are entitled to one vote per
share on all matters to be voted upon by the stockholders. Holders of common
stock are entitled to receive ratably such dividends, if any, as may be declared
by the Board of Directors out of funds legally available therefor. Upon the
liquidation, dissolution, or winding up of our company, the holders of common
stock are entitled to share ratably in all of our assets which are legally
available for distribution after payment of all debts and other liabilities and
liquidation preference of any outstanding common stock. Holders of common stock
have no preemptive, subscription, redemption or conversion rights. The
outstanding shares of common stock are validly issued, fully paid and
nonassessable.
We
appointed Continental Stock Transfer and Trust Co, Inc., New York, NY, as
transfer agent for our shares of common stock.
INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
The
Company's directors and executive officers are indemnified as provided by the
Nevada General Corporation Law and the Company's Bylaws. Limitation on Liability
and Indemnification of Directors and Officers under Nevada General Corporation
Law a director or officer is generally not individually liable to the
corporation or its shareholders for any damages as a result of any act or
failure to act in his capacity as a director or officer, unless it is proven
that:
1. his
act or failure to act constituted a breach of his fiduciary duties as a director
or officer; and
2. his
breach of those duties involved intentional misconduct, fraud or a knowing
violation of law.
This
provision is intended to afford directors and officers protection against and to
limit their potential liability for monetary damages resulting from suits
alleging a breach of the duty of care by a director or officer. As a consequence
of this provision, stockholders of ours will be unable to recover monetary
damages against directors or officers for action taken by them that may
constitute negligence or gross negligence in performance of their duties unless
such conduct falls within one of the foregoing exceptions. The provision,
however, does not alter the applicable standards governing a director's or
officer's fiduciary duty and does not eliminate or limit our right or any
stockholder to obtain an injunction or any other type of non-monetary relief in
the event of a breach of fiduciary duty.
The
Nevada Revised Statutes Act (the "Nevada Act") permits a
Nevada corporation to indemnify a present or
former director or officer of
the corporation (and
certain other persons serving at
the request of the corporation in related
capacities)
for liabilities, including legal expenses, arising
by reason of service in such capacity if such person shall have acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and in any criminal
proceeding if such person had no reasonable cause to
believe his conduct was unlawful. However,
in the case of actions brought by or in the right of the corporation,
no indemnification may be made with respect to any matter
as to which such director or officer shall have been
adjudged liable, except in
certain limited circumstances. Our Articles of
Incorporation provide that we shall indemnify directors
and executive officers to
the fullest extent now
or hereafter permitted by
the Nevada Act. The
indemnification provided by the Nevada Act and our Articles of
Incorporation is not exclusive of
any other rights to which
a director or officer may be
entitled. The general effect of the foregoing provisions may be to
reduce the circumstances which an officer or director may be required
to bear the economic burden of the foregoing liabilities and
expense.
We may also purchase and
maintain insurance for the benefit of any director or officer that
may cover claims for which we could not indemnify such person.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
LEGAL
MATTERS
The validity of the common stock
offered hereby will be passed upon for Semper Flowers, Inc., by Law Offices of
Stephen M. Fleming PLLC, New York, New York.
EXPERTS
The
financial statements of Semper Flowers, Inc. as of December 31, 2007 and the
related statements of operations, stockholders’ deficit and cash flows from
October 9, 2007 (Inception) to December 31, 2007 and our report dated January
28, 2008, relating to the financial statements of The Absolute Florist, Inc. as
of June 30, 2007 and the related statements of operations, stockholders’ deficit
and cash for the years ended June 30, 2007 and June 30, 2006 appearing in this
prospectus and registration statement have been audited by Sherb & Co., LLP,
independent registered public accounting firm, as set forth on their report
thereon appearing elsewhere in this prospectus, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We have
not previously been required to comply with the reporting requirements of the
Securities Exchange Act. We have filed with the SEC a registration statement on
Form SB-2 to register the securities offered by this prospectus. The prospectus
is part of the registration statement, and, as permitted by the SEC's rules,
does not contain all of the information in the registration statement. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement.
In
addition, after the effective date of this prospectus, we will be required to
file annual, quarterly, and current reports, or other information with the SEC
as provided by the Securities Exchange Act. You may read and copy any reports,
statements or other information we file at the SEC's public reference facility
maintained by the SEC 100 F Street, N.E, Washington, D.C. 20549. You can request
copies of these documents, upon payment of a duplicating fee, by writing to the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings are also available to
the public through the SEC internet site at http://www.sec.gov.
SEMPER
FLOWERS, INC.
INDEX
TO FINANCIAL STATEMENTS
|
Report
of Independent Registered Public Accounting Firm
|
|
|
F-1
|
|
|
Financial
Statements:
|
|
|
F-2
|
|
|
Balance
Sheet as of December 31, 2007
|
|
|
F-2
|
|
|
Statement
of Operations from October 9, 2007 (Inception) - through December 31,
2007
|
|
|
F-3
|
|
|
Statement
of Stockholders’ Equity from October 9, 2007 (Inception) - through
December 31, 2007
|
|
|
F-4
|
|
|
Statement
of Cash Flows from October 9, 2007 (Inception) - through December 31,
2007
|
|
|
F-5
|
|
|
|
|
|
|
|
|
Notes
to Financial Statements
|
|
|
F-6
to
F-13
|
|
|
|
|
|
|
|
|
ABSOLUTE
FLOWERS, INC.
|
|
|
|
|
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
|
F-13
|
|
|
Financial
Statements:
|
|
|
F-14
|
|
|
Balance
Sheet as of June 30, 2007 and 2006 and October 31, 2007
(unaudited)
|
|
|
F-14
|
|
|
Statements
of Operations for the period from July 1, 2007 through October 31, 2007
(unaudited) and July 1 , 2006 through October 31, 2007 (unaudited) and the
years ended June 30, 2007 and June 30, 2006 – audited
|
|
|
F-15
|
|
|
Statements
of Changes in Stockholders’ Deficit for the period from July 1, 2007
through October 31, 2007 (unaudited) and the years ended June 30, 2007,
and June 30, 2006 – audited
|
|
|
F-16
|
|
|
Statements
of Cash Flows for the period from July 1, 2007 through October 31, 2007
(unaudited), July 1, 2006 through October 31, 2007 (unaudited) and the
years ended June 30, 2007, and June 30, 2006 – audited
|
|
|
F-17
|
|
|
|
|
|
|
|
|
Notes
to Financial Statements
|
|
|
F-18
to F-20
|
|
|
|
|
|
|
|
|
Financial
Statements:
|
|
|
F-20
|
|
|
Introduction
to Pro Forma Combined Financial Statements (Unaudited)
|
|
|
F-21
|
|
|
|
|
|
|
|
|
Pro
- Forma Combined Statement of Operations (Unaudited)
|
|
|
F-22
to F-23
|
|
|
Notes
to Combined Financial Statements (Unaudited)
|
|
|
F-24
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
SEMPER
FLOWERS, INC.
We have
audited the accompanying balance sheet of Semper Flowers as of December 31, 2007
and the related statements of operations, stockholders' deficit and cash flows
from October 9, 2007 (Inception) to December 31, 2007. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Semper Flowers, Inc. as of December
31, 2007 and the results of their operations and their cash flows for the period
from October 9, 2007 (Inception) to December 31, 2007, in conformity with U. S.
generally accepted accounting principles generally accepted in the United States
of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has incurred net losses of
$150,121 from inception through December 31, 2007. As a result, the current
operations are not an adequate source of cash to fund future operations. This
issue among others, raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to this matter are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sherb
& Co., LLP
|
|
|
Sherb
& Co., LLP
|
|
|
Certified
Public Accountants
|
New York,
N.Y.
January
25, 2008
|
|
|
|
|
|
|
|
ASSETS
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
$
|
64,870
|
|
|
Accounts
receivable
|
|
|
|
1,000
|
|
|
Inventory
|
|
|
|
2,000
|
|
|
Subscription
receivable
|
|
|
|
30,000
|
|
|
Total current assets
|
|
|
|
97,870
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
Goodwill
|
|
|
|
114,614
|
|
|
Total assets
|
|
|
$
|
212,484
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS EQUITY
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
Accounts
payable
|
|
|
$
|
2,000
|
|
|
Payroll
taxes payable
|
|
|
|
13,929
|
|
|
Total current liabilities
|
|
|
|
15,929
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
Preferred
stock, $.0001 par value, 10,000,000 shares
|
|
|
|
|
authorized, 100,000 shares issued and outstanding
|
|
100,000
|
|
|
Common
stock, $.0001 par value, 100,000,000 shares
|
|
|
|
|
shares
authorizied, 4,933,529 issued and
outstanding
|
493
|
|
|
Additional
paid-in-capital
|
|
|
|
246,183
|
|
|
Accumulated
deficit
|
|
|
|
(150,121)
|
|
|
Total
stockholders' equity
|
|
|
196,555
|
|
|
Total
liabilities and stockholders' equity
|
|
$
|
212,484
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to the financial statements are an integral part of
these statements.
|
FOR
THE PERIOD FROM OCTOBER 9, 2007 (INCEPTION) TO DECEMBER 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
$
|
20,913
|
|
|
Cost
of revenue
|
|
|
8,973
|
|
|
Gross
profit
|
|
|
|
11,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses:
|
|
|
|
|
Payroll
|
|
|
|
109,563
|
|
|
Legal
and professional fees
|
|
|
31,979
|
|
|
Rent
and utilities
|
|
|
|
8,321
|
|
|
Office
and Administrative
|
|
|
11,101
|
|
|
Interest
|
|
|
|
469
|
|
|
Depreciation
and amortization
|
|
|
628
|
|
|
Total
operating expenses
|
|
|
162,061
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
$
|
(150,121)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
per common share - basic and diluted
|
$
|
(0.03)
|
|
|
|
|
|
|
|
|
|
Number
of common shares
|
|
|
|
|
|
outstanding
basic and diluted
|
|
|
4,933,529
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to the financial statements are an integral part of
these statements.
|
|
SEMPER
FLOWERS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
|
|
FOR
THE PERIOD FROM OCTOBER 9, 2007 (INCEPTION) TO DECEMBER 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 @ $0.05 per share
|
|
|
-
|
|
|
|
-
|
|
|
|
423,529
|
|
|
|
42
|
|
|
|
21,134
|
|
|
|
-
|
|
|
|
21,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of Preferred Stock @ $1.00 per share
|
100,000
|
|
|
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale
of Common Stock @
$0.05
per share
|
-
|
|
|
|
-
|
|
|
|
2,510,000
|
|
|
|
251
|
|
|
|
125,249
|
|
|
|
-
|
|
|
|
125,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(150,121
|
)
|
|
|
(150,121
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2007
|
|
|
100,000
|
|
|
$
|
100,000
|
|
|
|
4,933,529
|
|
|
$
|
493
|
|
|
$
|
246,183
|
|
|
$
|
(150,121
|
)
|
|
$
|
196,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes to
the financial statements are an integral part of these
statements
.
|
SEMPER
FLOWERS, INC.
|
|
|
|
|
|
STATEMENT
OF CASH FLOWS
|
|
|
FOR
THE PERIOD FROM OCTOBER 9, 2007 (INCEPTION) TO DECEMBER 31,
2007
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
Net
loss
|
|
|
$
|
(150,121
|
)
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to net
|
|
|
|
|
|
cash
used in operating activities:
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
628
|
|
|
Common
stock issued for services
|
|
|
121,176
|
|
|
|
|
|
|
|
|
|
Change
in assets and liabilities:
|
|
|
|
|
|
Prepaid
rent
|
|
|
2,780
|
|
|
Accounts
payable
|
|
|
(6,090
|
)
|
|
Payroll
taxes payable
|
|
|
5,063
|
|
|
Net
cash used in operating activities
|
|
|
|
(26,564
|
)
|
|
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:
|
|
|
|
|
|
Proceeds
from sale of common stock
|
|
|
125,500
|
|
|
Subscriptions
receivable
|
|
|
(
30,000
|
)
|
|
Net
cash provided by financing activities
|
|
|
95,500
|
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
64,870
|
|
|
Cash
and cash equivalents - beginning of period
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents - end of period
|
|
$
|
64,870
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
-
|
|
|
Cash
paid for interest
|
|
$
|
469
|
|
|
|
|
|
|
|
|
|
Disclosure
of non-cash activities
|
|
|
|
|
|
Purschase
of Absolute Florist:
|
|
|
|
|
|
Purchase
price – preferred stock
|
|
$
|
100,000
|
|
|
Total
assets
|
|
$
|
(2,342
|
)
|
|
Total
liabilities
|
|
$
|
16,956
|
|
|
Goodwill
|
|
$
|
114,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to the financial statements are an integral part of
these statements.
|
SEMPER
FLOWERS, INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
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 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 corner florist
in an affluent suburb of Kansas City. The store itself is
approximately five hundred square feet of retail space, and it enjoys a
reputation for quality service expertly provided by its management who will
continue to manage the establishment. The President of Semper Flowers
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 (weddings, funerals, celebrations).
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 period ended December 31, 2007, has been prepared
using accounting principles generally accepted in the United States of
America.
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.
SEMPER
FLOWERS, INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
Subscriptions
Receivable
All
subscriptions receivable were collected in January 2008 and have been classified
as current assets accordingly.
Inventories
Inventories
are stated at the lower of average cost or market and consist of finished
goods.
Revenue
Recognition
Revenues
from services are recognized when the services are performed, evidence of an
arrangement exists, the amount is fixed and determinable and collectibility is
probable. In circumstances when these criteria are not met, revenue recognition
is deferred until resolution occurs.
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. The common stock equivalents at
December 31, 2007 include a common stock purchase warrant to purchase 15% of the
fully diluted shares of the Company.
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.
SEMPER
FLOWERS, INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent 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 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.
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.
SEMPER
FLOWERS, INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
NOTE
2-
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FASB
141(revised 2007) – Business Combinations - continued
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 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. This
Statements hall 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.
SEMPER
FLOWERS, INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
NOTE
2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 large losses and has limited
working capital, that raises substantial doubt about its ability to continue as
a going concern. The Report of Independent Registered Public Accounting Firm
included in the Company's financial statements stated that these conditions,
among others, raise substantial doubt about the Company's 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
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 the following:
Preferred
Stock-
10,000,000 $.0001 par value shares.
Common Stock-
100,000,000 $.0001 par value shares.
On
October 9, 2007, the Company issued an aggregate of 2,000,000 shares of common
stock, valued at $0.05 per share, the initial public offering price per share as
stated in Note 6, to George Marquez for professional services. On
October 9, 2007 the Company issued 423,529 shares of common stock, valued at
$0.05 per share, the initial public offering price, and a common stock purchase
warrant to purchase 15% of the fully diluted shares of common stock exercisable
at $1.00 per share, to Sichenzia Ross Freidman LLP as consideration for legal
fees regarding its representation of the Company in connection with the
preparation of the registration statement. The Company sold 2,510,000
shares in a share offering for a total of $125,500. The
issuances of these shares are reflected in the Company’s financial statements as
of December 31, 2007. The shares issued to Mr. Marquez, valued at
$100,000, were recorded as payroll expense, plus the shares issued to Sichenzia
Ross Freidman LLP were accounted for as legal and professional
fees.
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.
SEMPER
FLOWERS, INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
NOTE 5-
INCOME
TAXES - continued
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. The following is a reconciliation of income taxes
computed using the statutory Federal rate to the income tax expense in the
financial statements for December 31, 2007.
|
|
|
12/31/07
|
|
|
Income tax (benefit) computed at
statutory rate
|
|
$
|
(51,040
|
)
|
|
Permanent difference
|
|
|
41,200
|
|
|
Valuation
allowance
|
|
|
9,840
|
|
|
Provision for income taxes
|
|
|
-
|
|
As of
December 31, 2007, the Company has net operating losses for Federal income tax
purposes totaling approximately $29,000, expiring at various times through
December 31, 2027.
The
following is a tax table of Deferred tax assets at December 31,
2007:
|
Net
operating loss
|
|
$
|
9,840
|
|
|
Valuation
allowance
|
|
|
(9,840
|
)
|
|
Net
deferred tax asset
|
|
$
|
-
|
|
NOTE 6-
PURCHASE OF
SUBSIDIARY
On
November 1, 2007, the Company executed and consummated a stock purchase
agreement with the shareholder of The Absolute Florist, Inc. (“The Absolute
Florist”). Under the purchase agreement, the Company acquired all of the issued
and outstanding capital stock of The Absolute Florist. In consideration for the
stock of The Absolute Florist, the Company issued 100,000 shares of
preferred stock
, valued at $1
per share to Loretta B. Owens., the former shareholder of The Absolute Florist,
Inc.
|
Purchase
price
|
|
$
|
100,000
|
|
|
Total
assets*
|
|
|
(2,342
|
)
|
|
Total
liabilities*
|
|
|
16956
|
|
|
Goodwill
|
|
$
|
114,614
|
|
|
*Assets
were reduced by the $22,875 "Due from Officer" and liabilities were
reduced by $25,030 "Bank Loan
Payable"
|
SEMPER
FLOWERS, INC.
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2007
NOTE 6-
PURCHASE OF
SUBSIDIARY - continued
This
series of Preferred Stock shall be
designated Nonconvertible Preferred Stock, and it shall have the
powers, designations, preferences and relative, participating, optional or other
special rights of, and qualifications, limitations or restrictions
upon said shares as set forth below:
1.
Dividends. The holders of the Nonconvertible Preferred Stock shall not be
entitled to receive any dividends.
2.
Liquidation Preference. In the event of any liquidation, dissolution or winding
up of the Company, either voluntary or involuntary, the holders of the
Nonconvertible Preferred Stock shall be entitled to receive the one dollar per
share from the liquidation of any of the assets of the Company before any
distributions to common shareholders.
3.
Nonconvertible. The Nonconvertible Preferred Stock shall be nonconvertible. It
shall not be convertible into any shares of common stock of the Company or into
any other securities of the Company.
4.
Redemption. The Nonconvertible Preferred Stock has no mandatory redemption
feature. It may only be redeemed through the negotiation and agreement of the
Company and the holders of the Nonconvertible Preferred Stock.
5. Voting
Rights. Except as otherwise provided by law, the holders of the Nonconvertible
Preferred Stock and the Company's Common Stock shall vote together as
one class on all matters to be voted on by the stockholders of the Company on
the following basis: each holder of Nonconvertible Preferred Stock
and each holder of common stock shall be entitled to one vote per share held by
such holder on the record date for the determination of stockholders entitled to
vote.
6.
Amendment. Except as otherwise required by law or provided herein,
any term of this statement may be amended and the observance of any term hereof
may be waived (either generally or in a particular instance) only with the
written consent of holders of not less than 75% of the voting interests of the
issued and outstanding shares of Nonconvertible Preferred
Stock.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
The
Absolute Florist, Inc
New York,
N.Y. 10022
We have
audited the accompanying balance sheet of Absolute Florist, Inc. as of June 30,
2007 and 2006, and the related consolidated statements of operations,
shareholders' deficit and cash flows for the years ended June 30, 2007 and 2006.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining
on a test basis, evidence supporting the amount and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of The Absolute Florist, Inc. as of
June 30, 2007 and 2006, and the results of their operations and their cash flows
for the years ended June 30, 2007 and 2006, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has incurred net losses of $19,208
for the year ended June 30, 2007 and has an accumulated deficit of $56,056 at
June 30, 2007. This issue among others raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sherb
& Co., LLP
|
|
|
Certified
Public Accountants
|
|
|
|
New York,
N.Y.
January
28, 2008
OCTOBER
31, 2007 (unaudited), JUNE 30, 2007 & JUNE 30,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October
31,
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
June
30,
|
|
|
June
30,
|
|
|
|
|
(unaudited)
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,823
|
|
|
Accounts
receivable
|
|
|
1,000
|
|
|
|
1,000
|
|
|
|
1,000
|
|
|
Inventory
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
2,000
|
|
|
Prepaid
rent
|
|
|
2,780
|
|
|
|
2,780
|
|
|
|
-
|
|
|
Due
from officer
|
|
|
22,875
|
|
|
|
22,553
|
|
|
|
38,137
|
|
|
Total
current assets
|
|
|
28,655
|
|
|
|
28,333
|
|
|
|
45,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture
and fixtures, net
|
|
|
629
|
|
|
|
629
|
|
|
|
13
|
|
|
Total
other assets
|
|
|
629
|
|
|
|
629
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
29,284
|
|
|
$
|
28,962
|
|
|
$
|
45,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank
overdraft
|
|
$
|
4,066
|
|
|
$
|
1,054
|
|
|
$
|
-
|
|
|
Accounts
payable
|
|
|
8,089
|
|
|
|
8,089
|
|
|
|
751
|
|
|
Payroll
taxes payable
|
|
|
8,867
|
|
|
|
10,845
|
|
|
|
17,040
|
|
|
Taxes
payable
|
|
|
21,022
|
|
|
|
19,988
|
|
|
|
17,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
payable officer
|
|
|
25,030
|
|
|
|
25,030
|
|
|
|
25,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock , no par value, 1,000 shares authorized,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
one share issued and outstanding for each period
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
40,000
|
|
|
Accumulated
deficit
|
|
|
(56,768
|
)
|
|
|
(56,056
|
)
|
|
|
(36,848
|
)
|
|
Total
stockholders' equity (deficit)
|
|
|
(16,768
|
)
|
|
|
(16,056
|
)
|
|
|
3,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
|
$
|
29,284
|
|
|
$
|
28,962
|
|
|
$
|
45,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to the financial statements are an integral part of these
statements.
ABSOLUTE
FLORIST, INC.
STATEMENTS
OF OPERATIONS
|
|
|
4
Months Ended
|
|
|
4
Months Ended
|
|
|
|
|
|
|
|
October
31,
|
|
|
October
31,
|
|
|
For
the Years Ended
|
|
|
|
|
2007
|
|
|
2006
|
|
|
June
30,
|
|
|
June
30,
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
45,222
|
|
|
$
|
44,457
|
|
|
$
|
142,089
|
|
|
$
|
166,900
|
|
|
Costs
of revenue
|
|
|
19,360
|
|
|
|
23,931
|
|
|
|
79,752
|
|
|
|
92,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
25,862
|
|
|
|
20,526
|
|
|
|
62,337
|
|
|
|
74,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent
and utilities
|
|
|
15,893
|
|
|
|
14,173
|
|
|
|
43,260
|
|
|
|
44,632
|
|
|
Payroll
and benefits
|
|
|
5,199
|
|
|
|
4,550
|
|
|
|
12,064
|
|
|
|
16,822
|
|
|
Interest
and penalties
|
|
|
2,585
|
|
|
|
2,208
|
|
|
|
13,030
|
|
|
|
7,472
|
|
|
Office
expense
|
|
|
1,120
|
|
|
|
1,414
|
|
|
|
1,493
|
|
|
|
785
|
|
|
Depreciation
|
|
|
-
|
|
|
|
-
|
|
|
|
1,985
|
|
|
|
2,013
|
|
|
Miscellaneous
|
|
|
497
|
|
|
|
1,392
|
|
|
|
3,000
|
|
|
|
3,958
|
|
|
Legal
and professional
|
|
|
1,280
|
|
|
|
-
|
|
|
|
6,713
|
|
|
|
1,035
|
|
|
Total
operating expenses
|
|
|
26,574
|
|
|
|
23,737
|
|
|
|
81,545
|
|
|
|
76,717
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
before provision for
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(benefit
of) income taxes
|
|
|
(712
|
)
|
|
|
(3,211
|
)
|
|
|
(19,208
|
)
|
|
|
(2,704
|
)
|
|
Provision
for (benefit of) income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(712
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
(19,208
|
)
|
|
$
|
(2,704
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to the financial statements are an integral part of
these statements.
|
ABSOLUTE
FLORIST, INC.
|
|
STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
Common
Stock
|
|
|
Accumulated
|
|
|
Stockholders'
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Deficit
|
|
|
Equity
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
June 30, 2005
|
|
|
1
|
|
|
$
|
40,000
|
|
|
$
|
(34,144
|
)
|
|
$
|
5,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
-
|
|
|
|
(2,704
|
)
|
|
|
(2,704
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2006
|
|
|
1
|
|
|
|
40,000
|
|
|
|
(36,848
|
)
|
|
|
3,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
-
|
|
|
|
(19,208
|
)
|
|
|
(19,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2007
|
|
|
1
|
|
|
|
40,000
|
|
|
|
(56,056
|
)
|
|
|
(16,056
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
-
|
|
|
|
(712
|
)
|
|
|
(712
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at October 31, 2007
|
|
|
|
|
|
$
|
40,000
|
|
|
$
|
(56,768
|
)
|
|
$
|
(16,768
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to the financial statements are an integral part of these
statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the four
|
|
|
For
the four
|
|
|
|
|
|
|
|
|
|
|
Months
Ended
|
|
|
Months
Ended
|
|
|
For
the
|
|
|
For
the
|
|
|
|
|
October
31
|
|
|
October
31
|
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
|
|
2007
|
|
|
2006
|
|
|
June
30
|
|
|
June
30,
|
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(712
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
(19,208
|
)
|
|
$
|
(2,704
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash
used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
-
|
|
|
|
-
|
|
|
|
1,985
|
|
|
|
2,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
rent
|
|
|
|
|
|
|
|
|
|
|
(2,780
|
)
|
|
|
-
|
|
|
Payroll taxes
payable
|
|
|
(1,978
|
)
|
|
|
-
|
|
|
|
(6,196
|
)
|
|
|
1,017
|
|
|
Accounts
payable and accrued expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
7,339
|
|
|
|
(249
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities
|
|
|
(2,690
|
)
|
|
|
(3,211
|
)
|
|
|
(18,860
|
)
|
|
|
77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture
and fixtures
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,600
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,600
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances
from shareholder
|
|
|
(322
|
)
|
|
|
-
|
|
|
|
15,583
|
|
|
|
4,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash (used in) provided by by financing activities
|
|
|
(322
|
)
|
|
|
-
|
|
|
|
15,583
|
|
|
|
4,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in cash and cash equivalents
|
|
|
(3,012
|
)
|
|
|
(3,211
|
)
|
|
|
(5,877
|
)
|
|
|
4,194
|
|
|
Cash
and cash equivalents - beginning of period
|
|
|
(1,054
|
)
|
|
|
4,823
|
|
|
|
4,823
|
|
|
|
629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents - end of period
|
|
$
|
(4,066
|
)
|
|
$
|
1,612
|
|
|
$
|
(1,054
|
)
|
|
$
|
4,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cash
paid for interest
|
|
$
|
7,472
|
|
|
$
|
-
|
|
|
$
|
13,030
|
|
|
$
|
2,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to the financial statements are an integral part of these
statements.
THE
ABSOLUTE FLORIST, INC.
NOTES TO
FINANCIAL STATEMENTS
OCTOBER 31,
2007
|
NOTE
1 -
|
ORGANIZATION
AND BASIS OF PRESENTATION
|
The
Absolute Florist, Inc. (the “Company”) was incorporated on September 9, 1986, as
a Missouri corporation.
The
Absolute Florist has successfully operated as a full service flower retail store
just outside Kansas City, Missouri, for approximately twenty
years. The store is instrumental in attending to events in the area,
such as weddings, confirmations, and general festivities.
|
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Cash and Cash
Equivalents
The
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Use of
Estimates
The
preparation of the 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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Stock Based
Compensation
In
December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
replaces SFAS No. 123 and supersedes Accounting Principles Board (“APB”) Opinion
No. 25. Under SFAS No. 123(R), 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 SEC issued Staff Accounting Bulletin No. 107, or “SAB
107”. SAB 107 expresses views of the staff regarding the interaction between
SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's
views regarding the valuation of share-based payment arrangements for public
companies. SFAS No. 123(R) permits public companies to adopt its requirements
using one of two methods. On April 14, 2005, the U.S. Securities and
Exchange Commission (the “SEC”) adopted a new rule amending the compliance dates
for SFAS 123R. 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 SFAS No. 123. Effective
January 1, 2006, the Company has adopted SFAS No. 123(R) under the prospective
method.
Revenue
Recognition
Revenues
from services are recognized when the services are performed, evidence of an
arrangement exists, the amount is fixed and determinable and collectibility is
probable. In circumstances when these criteria are not met, revenue recognition
is deferred until resolution occurs.
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.
THE
ABSOLUTE FLORIST, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
OCTOBER
31, 2007
|
NOTE
2 -
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
|
Income
Taxes
Income
taxes are provided in accordance with Statement of Financial Accounting
Standards (SFAS) No. 109, “Accounting for Income Taxes”. A deferred tax asset or
liability is recorded for all temporary differences between financial and tax
reporting and net operating loss-carryforwards. As of December 31, 2007, the
Company has a loss carryforward that may be used to offset future
obligations.
Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, and some portion or the entire
deferred tax asset will not be realized. Deferred tax assets and liabilities are
adjusted for the effect of changes in tax laws and rates on the date of
enactment.
The
Company had estimated federal payroll tax obligations of $8,867, $9,223, and
$8,104, as of October 31, 2007, June 30, 2007, and June 30, 2006, respectively,
including an estimated accrual for interest and penalties. These amounts are
included in payroll taxes payable in the accompanying consolidated balance
sheets.
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.
Accounts
Receivable
Accounts
deemed uncollectible are written off in the year they become
uncollectible. All Accounts receivable are deemed
collectible.
Inventories
Inventories
are stated at the lower of average cost or market and consist of finished
goods.
Due from
officer
This
amount is due on demand and non-interest bearing.
As shown
in the accompanying financial statements, the Company incurred a cumulative net
loss from inception through October 31, 2007 of $56,768.
The
Company will continue its operations. There is no guarantee that the Company
will be able to generate enough revenue and/or raise capital to support current
operations and generate anticipated sales. This raises substantial doubt about
the Company’s ability to continue as a going concern.
The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
THE
ABSOLUTE FLORIST, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
OCTOBER
31, 2007
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. The following is a reconciliation of income taxes
computed using the statutory Federal rate to the income tax expense in the
financial statements as of October 31, 2007, June 30, 2007, and June 30,
2006.
|
|
|
October
31, 007
|
|
|
June
30, 2007
|
|
|
June
30, 2006
|
|
|
Income
tax (benefit) computed at statutory rate
|
|
$
|
3,941
|
|
|
$
|
6,534
|
|
|
$
|
2,761
|
|
|
Change
in valuation allowance
|
|
|
(3,941
|
)
|
|
|
(6,534
|
)
|
|
|
(2,761
|
)
|
|
Provision
for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
October 31, 2007, the Company has net operating losses for Federal income tax
purposes totaling $56,768, expiring at various times through December 31, 2027.
The following is a schedule of deferred tax assets as of October 31,
2007:
|
Net
operating loss
|
|
$
|
19,308
|
|
|
Valuation
allowance
|
|
|
(19,308
|
)
|
|
Net
deferred tax asset
|
|
$
|
-
|
|
|
NOTE
5-
|
LOANS PAYABLE -
OFFICER
|
The Note
Payable to Commerce Bank included on the financial statements was a personal
home equity loan, not a corporate loan, taken out by Ms. Loretta B. Owens, the
sole shareholder of Absolute Flowers, which was used to fund working capital for
the store. The note payable became a personal liability of Ms. Owens
after the business was sold.
|
NOTE
6-
|
SUBSEQUENT
EVENTS
|
On November 1, 2007 Loretta B. Owens,
the Company’s sole shareholder, sold the single share issued and outstanding of
The Absolute Florist, Inc common stock in exchange for 100,000 shares of
preferred stock in Semper Flowers, Inc., a pre-existing Nevada Corporation
pursuant to a Plan of Sale (the “Plan”). Semper Flowers, Inc. was incorporated
on October 9, 2007. The Absolute Florist, Inc. became a wholly owned subsidiary
of Semper Flowers, Inc.
INTRODUCTION
TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The
following Unaudited Pro Forma Combined Financial Statements of Semper Flowers,
Inc. and The Absolute Florist, Inc. give effect to the acquisition of the assets
and liabilities of The Absolute Florist, Inc. by Semper Flowers, Inc.
Accordingly, Semper Flowers, Inc. is treated as the acquirer for accounting
purposes accounted for under the purchase method of accounting prescribed by
Financial Accounting Standards No. 141, Business Combinations. These pro forma
statements are presented for illustrative purposes only. The pro forma
adjustments are based upon available information and assumptions that management
believes are reasonable. The Unaudited Pro Forma Combined Financial Statements
do not purport to represent what the results of operations or financial position
of Semper Flowers, Inc. would actually have been if the merger had in fact
occurred on July 1, 2006, nor do they purport to project the results of
operations or financial position of Semper Flowers, Inc. for any future period
or as of any date, respectively. Under the purchase method of accounting,
tangible and identifiable intangible assets acquired and liabilities assumed are
recorded at their estimated fair values and useful lives of assets acquired and
liabilities assumed are based on preliminary valuation and are subject to final
valuation adjustments.
The pro
forma combined historical statement of operations gives effect to the
acquisition of The Absolute Florist, Inc. as if it had occurred as of July 1,
2006, combining historical results of Semper Flowers, Inc. for the six months
ended December 31, 2007 with the historical results of the same period for The
Absolute Florist, Inc.
These
Unaudited Pro Forma Combined Financial Statements do not give effect to any
restructuring costs or to any potential cost savings or other operating
efficiencies that could result from the merger between Semper Flowers, Inc. and
The Absolute Florist, Inc.
PRO
FORMA COMBINED STATEMENTS OF OPERATIONS
FOR
THE SIX MONTHS ENDED DECEMBER 31, 2007
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABSOLUTE
FLORIST, INC.
|
|
|
SEMPER
FLOWERS, INC.
|
|
|
PRO
FORMA COMBINED
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
45,222
|
|
|
$
|
20,913
|
|
|
$
|
66,135
|
|
|
Costs
of revenue
|
|
|
19,360
|
|
|
|
8,973
|
|
|
|
28,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
25,862
|
|
|
|
11,940
|
|
|
|
37,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|