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)
 
Smaller reporting company  o

(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)
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Shares Common Stock, $.0001 par value per share, to be sold by a selling shareholder
2,510,000
 
$0.05
$125,500
     $4.93
Total
2,510,000
   
$4.93

 
(1)
Includes shares of our common stock, par value $0.0001 per share, which may be offered pursuant to this registration statement.  

 
(2)
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
   
 
Page
Prospectus Summary
1
Risk Factors
3
Selling Stockholders
7
Market for Common Equity and Related Stockholder Matters
9
Equity Compensation Plan Information
9
Description of Business
10
Managements’ Discussion and Analysis or Plan of Operation
12
Directors and Executive Officers, Promoters and Control Persons
16
Executive Compensation
17
Certain Relationships and Related Transactions
17
Security Ownership of Certain Beneficial Owners and Management
18
Plan of Distribution
19
Description of Securities
20
Indemnification for Securities Act Liabilities
20
Legal Matters
20
Experts
20
Additional Information
20
Financial Statements
F-1
 
 
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.

 
 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
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.

 
 
 

 
1
 

The Offering

Common stock outstanding before the offering
 
4,933,529 shares.
 
   
Common stock offered by selling stockholders
 
2,510,000 shares of common stock presently outstanding.  This number represents 50.88% of our issued and outstanding shares.  
   
Use of proceeds
 
We will not receive any proceeds from the sale of the common stock by the selling stockholder
 
   
Market for the common shares
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.  

Risk Factors
 
The purchase of our common stock involves a high degree of risk. You should carefully review and consider "Risk Factors" beginning on page 5.
   
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.

 
2
 

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.
 
3
 
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:

·  
The loss of key employees and customers;

·  
The disruption of operations and business;

·  
Unexpected problems with costs, operations and personnel

·  
Unexpected costs in from rising fuel and flower prices; and
 
·  
Problems with the assimilation of new operations, sites, and personnel, which could divert resources from operations.

·  
Unexpected outbreak of disease or pests that can destroy flowers and negatively impact floral availability

·  
Severe economic disruption impacting purchasing power in the general population
 
4
 
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 PUBLIC (TRADING) MARKET FOR OUR COMMON STOCK AND THERE IS NO ASSURANCE THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE OR DEALER’S NETWORK; THEREFORE, YOU MAY NOT BE ABLE TO SELL YOUR 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.
5
 

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:
 
·
that a broker or dealer approve a person's account for transactions in penny stocks; and
 
·
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.
 
In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
 
·
obtain financial information and investment experience objectives of the person; and
 
·
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:
 
·
sets forth the basis on which the broker or dealer made the suitability determination; and
 
·
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 
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.

 
6
 

SELLING SHAREHOLDERS

The table below sets forth information concerning the resale of the shares of common stock by the selling stockholders , which we previously issued to the selling stockholders . We will not receive any proceeds from the resale of the common stock by the selling stockholders. Assuming all the shares registered below are sold by the selling stockholders, none of the selling stockholders will continue to own any shares of our common stock.
 
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.


 
Shares Beneficially Owned
Prior to the Offering (1)(2)
 
Shares Beneficially Owned
After the Offering (1)(2)
Name (3)
Number
Percent
Total
Shares Registered
Number
Percent
Anderson, Don Loring
40,000
*
40,000
--
--
Bushansky, Stephen
100,000
2.03%
100,000
--
--
Caleffie, Cynthia L.
80,000
1.62%
80,000
--
--
Christensen, Dawn E.
40,000
*
40,000
--
--
Christensen, Lee A.
40,000
*
40,000
--
--
Cook, Edmund Tashiro
40,000
*
40,000
--
--
Cook, Layna Griffin
40,000
*
40,000
--
--
Farh, Elaine P.
30,000
*
30,000
--
--
Gardner, Barbara
100,000
2.03%
100,000
--
--
Gardner, Robert
100,000
2.03%
100,000
--
--
Gardner, Scott A
40,000
*
40,000
--
--
Gardner, Katherine
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
--
--
 
 
 
7
 
 
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.

 

 
8
 

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
 
-
 
-
 
-
 



 
9
 

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.
 
 
10
 
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.

 
11
 

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.


12
 
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.
 
 
 
13

 
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.
 
 
14
 
 
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.
 
15
 
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.



 
16
 

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.


 
17
 

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.
 

18

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.



 
19
 

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.





 
20
 
 
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
 


21
 

 
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
 
 
 
 

F-1
 
SEMPER FLOWERS, INC.
 
SEMPER FLOWERS, INC.
BALANCE SHEET
DECEMBER 31, 2007
 
 
 
           
  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.


F-2

 
SEMPER FLOWERS, INC.
 
STATEMENT OF OPERATIONS
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.


F-3
 
 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 .

 

 
F-4


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.



 
F-5
 

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.


F-6

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.


F-7

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.



 
F-8

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.

 
F-9

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.
 
NOTE 5-   INCOME TAXES
 
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.
 

 
F-10
 

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"
 
 

F-11
 
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.




F-12



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

 

F-13
 
ABSOLUTE FLORIST, INC
BALANCE SHEETS
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.

 
 
F-14

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.



F-15

 
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.

 
 

F-16
 
ABSOLUTE FLORIST, INC.
STATEMENTS OF CASH FLOWS
 
 
 
                         
   
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.
 
 
F-17

 
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.
 
 
F-18


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.

NOTE 3-
GOING CONCERN
 
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.

F-19



THE ABSOLUTE FLORIST, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2007


NOTE 4-
INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes ("SFAS No.109"). SFAS No.109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss carry-forwards. SFAS No. 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. 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.



 
F-20
 

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.
 
 

 
F-21
 

SEMPER FLOWERS, 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  
                         
                         
General and administrative expenses
                       
Rent and utilities
    15,893       8,321       24,214  
Payroll and benefits
    5,190       109,563       114,753  
Interest
    2,585       469       3,054  
Office expense
    1,129       2,962       4,091  
Depreciation
    -       628       628  
Miscellaneous
    497       8,139       8,636  
Professional fees
    1,280       31,979       33,259  
Total operating expenses
    26,574       162,061       188,635  
                         
Loss before provision for
                       
  income taxes
    (712 )     (150,121 )     (150,833 )
Provision for  income taxes
    -       -       -  
                         
Net loss
  $ (712 )   $ (150,121 )   $ (150,833 )
                         
Loss per share:
                       
Basic and diluted loss per share
                       
                         
Net loss per share
  $ (0.00 )   $ (0.03 )   $ (0.03 )
                         
Weighted average number of common shares
         
  outstanding - basic and diluted
    4,933,529       4,933,529       4,933,529  
                         
The accompanying notes to the financial statements are an integral part of these statements.
 


 
 

F-22
 
SEMPER FLOWERS, INC.
PRO-FORMA STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2007
 
                   
                   
                   
   
Absolute
   
Semper
       
   
Florist, Inc.
   
Flowers, Inc.
   
Combined
 
                   
Revenue
  $ 142,089     $ -     $ 142,089  
Costs of revenue
    79,752       -       79,752  
                         
Gross profit
    62,337       -       62,337  
                         
                         
General and administrative expenses
                       
Rent and utilities
    43,260       -       43,260  
Payroll and benefits
    12,064       -       12,064  
 Interest
    13,030       -       13,030  
Office expense
    1,493       -       1,493  
Depreciation
    1,985       -       1,985  
Miscellaneous
    3,000       -       3,000  
Legal and professional
    6,713       -       6,713  
  Total operating expenses
    81,545       -       81,545  
                         
  Loss before provision for
                       
   income taxes
    (19,208 )     -       (19,208 )
Provision for income taxes
    -       -       -  
                         
Net loss
  $ (19,208 )   $ -     $ (19,208 )
                         
                         
The accompanying notes to the financial statements are an integral part of these statements.
 







F-23

 

SEMPER FLOWERS, INC.
NOTES TO PRO-FORMA COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Unaudited)
 
On November 1, 2007, the Company executed and consummated a stock purchase agreement with the shareholder of The Absolute Florist, Inc. (“Absolute Florist”). Under the purchase agreement, the Company acquired all of the issued and outstanding capital stock of Absolute Florist. In consideration for the stock of Absolute Florist, the Company issued 100,000 shares of preferred stock, each at one dollar per share, of Semper Flowers, Inc, to Ms. Loretta B. Owens, the former shareholder of The Absolute Florist, Inc.

The cost to acquire The Absolute Florist, Inc. has been allocated to the net assets and liabilities acquired according to estimated fair values as follows:
 
Purchase price
  $ 100,000  
Total assets *
    (2,342 )
Total liabilities *
    16,956  
Goodwill
  $ 114,614  
         
* Assets were reduced by the $22,875 "Due from Officer" and liabilities were reduced by $25,030 "Bank Loan Payable" which were owed by Loretta B. Owens, the former shareholder.
 
 

 


 
F-24
 

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13.    Other Expenses of Issuance and Distribution
 
The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered:

Nature of Expense
 
Amount
 
SEC registration fee  
 
$
4.93
 
Accounting fees and expenses  
   
15,000.00*
 
Legal fees and expenses  
   
5,000.00**
 
TOTAL  
 
$
20 ,004.93 *
 
         
 
* Estimated


Item 14.    Indemnification of Directors and Officers
 
The Company's directors and executive officers are indemnified as provided by the Nevada Revised Statutes Act (the "Nevada Act") 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.
 
As permitted by Nevada law, our By-Laws include a provision which provides for indemnification of a director or officer by us against expenses, judgments, fines and amounts paid in settlement of claims against the director or officer arising from the fact that he was an officer or director, provided that the director or officer acted in good faith and in a manner he or she believed to be in or not opposed to our best interests. We have purchased insurance under a policy that insures both our company and our officers and directors against exposure and liability normally insured against under such policies, including exposure on the indemnities described above.
 
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.
 
 
22

 
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.

Item 16.    Recent Sales of Unregistered Securities

On October 9, 2007, the Company issued 2,000,000 shares of common stock to George Marquez, the sole executive officer of the Company in consideration of services provided to the Company.

On October 9, 2007, the Company issued its legal counsel 423,529 shares of common stock and a common stock purchase warrant to purchase 15% of the fully diluted shares of common stock of the Company. The warrant is only exercisable 61 days following any change of control of the Company. The warrant exercise price is $1.00.

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.

All of the above offerings and sales were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

Item 16.    Exhibits

Please see the exhibit index on page II-5.

Item 17.    Undertakings
 
The undersigned registrant hereby undertakes to:

(1)   File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i)   Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

(ii)   Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement, and

(iii)   Include any additional or changed material information on the plan of distribution.
 
 
 
 
23

 
(2)   For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3)   File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
 
(4)   For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i)   Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 ;
 
(ii)   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
 
(iii)   The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv)   Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
 
 
24
 

 
SIGNATURES
 
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Somers, New York on February 11, 2008.
 
     
Semper Flowers, Inc.
       
       
   
By:
/s/ George Marquez
 
     
George Marquez
     
Chief Executive Officer, President, Secretary, Chief Financial Officer, Treasurer, Principal Accounting Officer and Director
 
 
In accordance with the requirements of the Securities Act, this Registration Statement has been signed below by the following persons on behalf of the Company in the capacities and on the dates indicated.
   
Signature
 
Title
 
Date
     
/s/ George Marquez
George Marquez
 
Chief Executive Officer, President, Secretary, Chief Financial Officer, Treasurer, Principal Accounting Officer and Director
 
 
February 11, 2008
 

 
Exhibit Index

Exhibit No.
 
Description of Exhibit
3.1
 
Certificate of Incorporation of the Company
     
3.2
 
By-laws of the Company
     
4.1
 
Common Stock Purchase Warrant issued to Sichenzia Ross Friedman Ference LLP
     
5.1
 
Opinion
     
10.1
 
Agreement of Sale for the acquisition of The Absolute Florist Inc.
     
14.1
 
Code of Ethics.
     
21.1
 
List of Subsidiaries of the Company.
     
23.1
 
Consent of Sherb & Co. LLP
     
23.2
 
Consent of Law Offices of Stephen M. Fleming PLLC (included in exhibit 5.1)
     

 
 
25
EXHIBIT 3.1
 
 
I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that SEMPER FLOWERS, INC., did on October 9, 2007, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada.
 
 
 
 
 
 
 
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on October 9, 2007.
 
/s/ ROSS MILLER
ROSS MILLER
Secretary of State
 
 
By: /s/ 
Certification Clerk
 
 
 
 
 
 
 
 
 
1
 
STATE OF NEVADA
 
 
ROSS MILLER
Secretary of State  
 
 
SCOTT W. ANDERSON
Securities Administrator for Commercial Recordings  
 
 
OFFICE OF THE
SECRETARY OF STATE  
 
 
Certified Copy
 
 
October 9, 2007
 
Job Number: C200710091-0865
Reference Number: 
Expedite:
Through Date:
 
 
 
 
The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report.
 
 
 
 
 
 
  Document Number(s)   Description Number of Pages
20070688571-24     Articles of Incorporation   2 Pages/1 Copies
 
 
                                            Respectfully,
 
 
/s/ ROSS MILLER
ROSS MILLER
Secretary of State
 
By: /s/
Certification Clerk
 
 
 
Commercial Recording Division
200 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-5630
 
 
 
 
2

           Dean Heller
           Secretary of State
           206 North Carson Street
           Carson City, Nevada 89701-4299
           (775) 684 5708
         
  Entity # 
  E0701642007-5
  Document Number  
  20070688571-24
   
            ARTICLES OF INCORPORATION   Date Filed  
           (PERSUANT TO NRS 78) 
10/09/2007 9:05: AM
  In the office of  
  /s/ Ross Miller
  Dean Heller  
  Secretary of state 
 
 
 
Important: Read attached instructions before completing form.                                                       ABOVE SPACE IS FOR OFFICE USE ONLY.
1. 
 
N ame of Corporation: 
 
Sempler Flowers
2. 
 
Resident Agent  Name and Street Address:
(must be nevada adress where process may be served)
The Corporation Trust Company of Nevada
Name
6100 Nell ROad, Suite 500                                                                  Reno                                Nevada      89511
Street Address                                           City                    State          Zip Code  
 
Optional mailing Address                                                                   City                                 State          Zip Code
3. 
 
Shares:
(number of shares corporation authorized to issue) 
Number of shares with par value:       110,000,000 (see exhibit A)         Par Value: $       .0001        Number of shares without par value                            
  (number of shares corporationn authorized to issue)   
4.  Names &Addresses of Board of Directors/Trustees
b
(attach additional pages oif there is more than 3 directors/trustees)
1. 
Name George Marquez
432 East 66th Street, #5                                                      New York                          Ny                10021
Street Address                                  City                   State     Zip Code
5. 
Purpose:
( Optional-see instructions)
 
 
The purpose of  this Corporation shall be:
To engage in any lawful activity
 
6. 
Names, Address and  Signature of Incorporator:
(attach additional pages if there is more than 1 incorporator)
George Marquez
Name                                                                 Signature
432 East 66th Street, #5                                                      New York                          Ny                10021
Street Address                                  City                   State     Zip Code
7.  Certificate of Acceptence of Appointment of Resident Agent:
I hereby accept appointment as Resident Agent for the above named corporation.
CSC Services of Nevada, Inc.
By:   /s/                                                                                                              October 8, 2007
Authorized Signature of R.A. or On Behalf of R.A Company            Date
     
 
This form must be accompanied by approriate fees. See attached fee schedule.
 
3
 
Exhibit A
 
EIGHT: The corporation is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.0001, of which the Corporation shall have the authority to issue 100,000,000 shares. The second class of stock shall be preferred stock, par value $0.0001, of which the corporation shall have the authority to issue 10,000,000 shares. The preferred stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors.
 
NINTH: The governing board of this corporation shall be known as the Board of Directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation, providing that the number of directors shall not be reduced to less than one (1).
 
TENTH After the amount of the subscription price, the purchase price, of the par value of the stock of any class or series is paid into the corporation, owners or holders of shares of any stock in the corporation may never be assessed to pay the debts of the corporation.
 
ELEVENTH: The corporation is to have a perpetual existence.
 
TWELFTH: No director or officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer of for any act or omission of any such director or officer; however, the foregoing provision shall not eliminate or limit the liability of a director or officer for (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of this -corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.
 
THIRTEENTH: No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.
 
FOURTEENTH: This corporation reserves the right to amend, alter, change or repeal and provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon the Stockholders herein are granted subject to this reservation.
 
 
4
 
EXHIBIT 3.2
 
BYLAWS

OF

SEMPER FLOWERS, INC.

(the "Corporation")


ARTICLE I: MEETINGS OF SHAREHOLDERS

SECTION 1 - ANNUAL MEETINGS

The annual meeting of the  shareholders of the Corporation  shall be held at the time fixed, from time to time, by the Board of Directors.

SECTION 2 - SPECIAL MEETINGS

Special  meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.

SECTION 3 - PLACE OF MEETINGS

Meetings  of  shareholders  shall  be  held  at  the  registered  office  of the Corporation,  or at such other places,  within or without the State of Nevada as the Board of Directors may from time to time fix.

SECTION 4 - NOTICE OF MEETINGS

A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting,  and the general nature of the business of the meeting, must  be  faxed,   personally  delivered  or  mailed  postage  prepaid  to  each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer  ledger of the  Corporation, at least ten (10) days prior to the meeting.  Accidental omission to give notice of a meeting to, or the  non-receipt  of notice of a meeting  by, a  shareholder will not invalidate the proceedings at that meeting.

SECTION 5 - ACTION WITHOUT A MEETING

Unless  otherwise  provided by law, any action required to be taken at a meeting of the shareholders,  or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written  consents are signed by shareholders  representing a majority of the shares entitled to vote at such a meeting,  except  however,  if a different proportion of voting power is required by law, the Articles of  Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the  proceedings of the  shareholders of the Corporation.
 
 
 
 
1
 

 
SECTION 6 - QUORUM

a)   No business,  other than the election of the chairman or the adjournment of the meeting,  will be transacted at an annual or special  meeting  unless a quorum of  shareholders,  entitled  to attend  and vote,  is present at the commencement of the meeting,  but the quorum need not be present throughout the meeting.

b)   Except as  otherwise  provided  in these  Bylaws,  a quorum is two persons present  and  being,  or   representing  by  proxy, shareholders  of  the Corporation.

c)   If within  half an hour from the time  appointed  for an annual or  special meeting a quorum is not  present,  the meeting  shall stand  adjourned to a day, time and place as determined by the chairman of the meeting.

SECTION 7 - VOTING

Subject  to a special  voting  rights  or  restrictions  attached  to a class of shares,  each shareholder  shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation,  whether  represented in person or by proxy.

SECTION 8 - MOTIONS

No motion proposed at an annual or special meeting need be seconded.

SECTION 9 - EQUALITY OF VOTES

In the case of an  equality of votes,  the  chairman of the meeting at which the vote takes place is not  entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.

SECTION 10 - DISPUTE AS TO ENTITLEMENT TO VOTE

In a dispute as to the  admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.

SECTION 11 - PROXY

a)   Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy.  A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or,  if the  appointor  is a  corporation,  either  under  the  seal of the corporation or under the hand of a duly authorized  officer or attorney.  A proxyholder need not be a shareholder of the Corporation.

b)   A form of proxy and the power of attorney or other authority, if any, under which it is signed or a  facsimiled  copy  thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice  convening  the meeting.  In addition to any other  method of  depositing  proxies  provided  for in these  Bylaws,  the Directors may from time to time by resolution make regulations  relating to the depositing of proxies at a place or places and fixing the time or times for  depositing  the proxies not exceeding 48 hours  (excluding  Saturdays, Sundays and holidays)  preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
 
 
2

 
ARTICLE II: BOARD OF DIRECTORS

SECTION 1 - NUMBER, TERM, ELECTION AND QUALIFICATIONS

a)   The first Board of Directors of the Corporation,  and all subsequent Boards of the  Corporation,  shall  consist  of not less than one (1) and not more than nine (9) directors.  The number of Directors may be fixed and changed from  time  to time  by  ordinary  resolution  of the  shareholders  of the Corporation.

b)   The first  Board of  Directors  shall hold  office  until the first  annual meeting of shareholders  and until their  successors have been duly elected and  qualified  or until  there is a decrease  in the number of  directors.  Thereinafter,   Directors   will  be  elected  at  the  annual  meeting  of     shareholders  and  shall  hold  office  until  the  annual  meeting  of the shareholders next succeeding his or her election, or until his or her prior death,  resignation  or removal.  Any  Director may resign at any time upon written notice of such resignation to the Corporation.

c)   A casual  vacancy  occurring  in the Board  may be filled by the  remaining Directors.

d)   Between successive annual meetings, the Directors have the power to appoint one or more  additional  Directors  but not more than 1/2 of the  number of Directors  fixed at the last  shareholder  meeting at which  Directors were elected. A Director so appointed holds office only until the next following annual  meeting of the  Corporation,  but is eligible  for election at that    meeting.  So long as he or she is an  additional  Director,  the  number of Directors will be increased accordingly.

e)   A  Director  is  not  required  to  hold a  share  in  the  capital  of the Corporation as qualification for his or her office.

SECTION 2 - DUTIES, POWERS AND REMUNERATION
 
a)   The Board of Directors shall be responsible for the control and management of the business and affairs, property and interest of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.

b)   The  remuneration  of the  Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

SECTION 3 - MEETINGS OF DIRECTORS

a)   The President of the Corporation shall preside as chairman at every meeting of the  Directors,  or if the President is not present or is willing to act as chairman,  the Directors  present shall choose one of their number to be chairman of the meeting.

b)   The Directors  may meet together for the dispatch of business,  and adjourn and otherwise  regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting  vote.  Meetings of the Board held at regular  intervals may be held at the place and time upon    the  notice  (if any) as the  Board  may by  resolution  from  time to time determine.
 
 
 
3
 

 
c)   A Director may  participate  in a meeting of the Board or of a committee of the  Directors  using   conference   telephones  or  other   communications facilities  by which all  Directors  participating  in the meeting can hear each  other  and   provided   that  all  such   Directors   agree  to  such participation.  A Director  participating  in a meeting in accordance  with this Bylaw is deemed to be present  at the  meeting  and to have so agreed.  Such  Director will be counted in the quorum and entitled to speak and vote at the meeting.

d)   A Director  may, and the Secretary on request of a Director  shall,  call a meeting of the  Board.  Reasonable  notice of the  meeting  specifying  the place, day and hour of the meeting must be given by mail,  postage prepaid, addressed to each of the Directors  and  alternate  Directors at his or her address as it appears on the books of the  Corporation  or by leaving it at      his or her usual business or residential address or by telephone, facsimile or other  method  of  transmitting  legibly  recorded  messages.  It is not necessary  to  give  notice  of  a  meeting  of  Directors  to  a  Director immediately  following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.

e)   A  Director  of the  Corporation  may file with the  Secretary  a  document executed  by him  waiving  notice of a past,  present or future  meeting or meetings of the Directors  being, or required to have been, sent to him and may at  any  time  withdraw  the  waiver  with  respect  to  meetings  held thereafter.  After filing such waiver with  respect to future  meetings and until the waiver is withdrawn  no notice of a meeting of Directors  need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly  called or  constituted by reason of notice not having been given to the Director.

f)   The quorum  necessary for the  transaction of the business of the Directors may be fixed by the  Directors  and if not so  fixed is a  majority  of the Directors or, if the number of Directors is fixed at one, is one Director.

g)   The continuing  Directors may act  notwithstanding  a vacancy in their body but,  if and so long as their  number is  reduced  below the  number  fixed pursuant  to  these  Bylaws  as the  necessary  quorum  of  Directors,  the continuing  Directors may act for the purpose of  increasing  the number of Directors to that  number,  or of  summoning a  shareholder  meeting of the    Corporation, but for no other purpose.

h)   All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director,  will,  notwithstanding  that it be afterwards discovered  that there was some  defect in the  qualification,  election or appointment  of the  Directors,  shareholders  of the  committee  or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed  and was qualified to be a  Director.

i)   A resolution consented to in writing,  whether by facsimile or other method of transmitting  legibly recorded  messages,  by all of the Directors is as valid as if it had been  passed at a meeting of the  Directors  duly called and held. A resolution  may be in two or more  counterparts  which together are deemed to constitute  one resolution in writing.  A resolution  must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.

j)   All Directors of the Corporation shall have equal voting power.

SECTION 4 - REMOVAL

One or more or all the  Directors  of the  Corporation  may be  removed  with or without cause at any time by a vote of two-thirds of the  shareholders  entitled to vote  thereon,  at a special  meeting  of the  shareholders  called  for that purpose.

SECTION 5 - COMMITTEES

a)   The Directors may from time to time by resolution  designate from among its members one or more committees, and alternate members thereof, as they deem desirable,  each  consisting of one or more  members,  with such powers and authority  (to the  extent  permitted  by law and these  Bylaws)  as may be provided  in such  resolution.  Each  such  committee  shall  serve  at the   pleasure of the Board of Directors and unless  otherwise stated by law, the Certificate of Incorporation  of the Corporation or these Bylaws,  shall be governed by the rules and regulations  stated herein regarding the Board of Directors.

b)   Each Committee shall keep regular minutes of its transactions,  shall cause them to be recorded in the books kept for that  purpose,  and shall  report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to  revoke or  override  the  authority given to or acts done by any Committee.

ARTICLE III: OFFICERS

SECTION 1 - NUMBER, QUALIFICATION, ELECTION AND TERM OF OFFICE

a)   The  Corporation's  officers  shall have such titles and duties as shall be stated in these Bylaws or in a resolution  of the Board of Directors  which is not  inconsistent  with these  Bylaws.  The officers of the  Corporation shall consist of a president,  secretary,  treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other  officers as the Board of  Directors  may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.

b)   The officers of the Corporation  shall be elected by the Board of Directors at the regular annual meeting of the Board  following the annual meeting of shareholders.

c)   Each  officer  shall hold office  until the annual  meeting of the Board of Directors  next  succeeding  his  or her  election,  and  until  his or her successor  shall have been duly elected and  qualified,  subject to earlier termination by his or her death, resignation or removal.

SECTION 2 - RESIGNATION

Any officer may resign at any time by giving written notice of such  resignation to the Corporation.

SECTION 3 - REMOVAL

Any officer  appointed  by the Board of  Directors  may be removed by a majority vote of the Board,  either with or without cause,  and a successor  appointed by the Board at any time,  and any officer or  assistant  officer,  if appointed by another officer, may likewise be removed by such officer.
 
 
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SECTION 4 - REMUNERATION

The  remuneration  of the Officers of the  Corporation  may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

SECTION 5 - CONFLICT OF INTEREST

Each officer of the Corporation  who holds another office or possesses  property whereby, whether directly or indirectly, duties or interests might be created in conflict  with his or her duties or interests  as an officer of the  Corporation shall, in writing,  disclose to the President the fact and the nature, character and extent of the conflict.

ARTICLE V: SHARES OF STOCK

SECTION 1 - CERTIFICATE OF STOCK

a)   The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.

b)   Certificated shares of the Corporation shall be signed,  either manually or by facsimile,  by officers or agents designated by the Corporation for such purposes,  and shall certify the number of shares owned by the  shareholder in the Corporation.  Whenever any certificate is countersigned or otherwise authenticated  by a transfer agent or transfer  clerk,  and by a registrar,     then a facsimile of the signatures of the officers or agents,  the transfer agent or transfer clerk or the registrar of the  Corporation may be printed or lithographed upon the certificate in lieu of the actual  signatures.  If the Corporation uses facsimile signatures of its officers and agents on its      stock  certificates,  it cannot act as registrar of its own stock,  but its transfer agent and registrar may be identical if the institution  acting in those dual  capacities  countersigns or otherwise  authenticates  any stock certificates  in both  capacities.  If any  officer who has signed or whose     facsimile  signature  has been  placed  upon such  certificate,  shall have ceased to be such  officer  before such  certificate  is issued,  it may be issued by the  Corporation  with the same effect as if he were such officer at the date of its issue.

c)   If the Corporation  issued  uncertificated  shares as provided for in these Bylaws,  within a  reasonable  time after the  issuance or transfer of such uncertificated  shares, and at least annually  thereafter,  the Corporation shall send the  shareholder a written  statement  certifying  the number of shares owned by such shareholder in the Corporation.

d)   Except as  otherwise  provided by law,  the rights and  obligations  of the holders of uncertificated  shares and the  rights and  obligations  of the holders of  certificates  representing  shares of the same class and series shall be identical.

e)   If a share certificate:

     (i)  is worn out or defaced,  the Directors shall,  upon production to them of the  certificate  and upon such other  terms,  if any,  as they may think  fit,  order the  certificate  to be  cancelled  and issue a new certificate;

     (ii) is lost,  stolen or  destroyed,  then upon  proof  being  given to the satisfaction  of the  Directors and upon and  indemnity,  if any being given, as the Directors  think  adequate,  the Directors shall issue a  new certificate; or

     (iii) represents more than one share and the registered  owner surrenders it to the Corporation  with a written request that the Corporation  issue in his or her  name  two or more  certificates,  each  representing  a specified number of shares and in the aggregate  representing the same          number of shares as the  certificate so  surrendered,  the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.

SECTION 2 - TRANSFERS OF SHARES

a)   Transfers or registration  of transfers of shares of the Corporation  shall be made on the stock  transfer  books of the  Corporation by the registered holder  thereof,  or by his or her attorney  duly  authorized  by a written power of attorney;  and in the case of shares  represented by certificates, only  after  the  surrender  to  the   Corporation   of  the   certificates representing  such  shares with such shares  properly  endorsed,  with such evidence of the authenticity of such endorsement,  transfer,  authorization and other  matters  as the  Corporation  may  reasonably  require,  and the payment of all stock transfer taxes due thereon.

b)   The  Corporation  shall be  entitled  to treat the  holder of record of any share or  shares  as the  absolute  owner  thereof  for all  purposes  and, accordingly,  shall not be bound to recognize any legal, equitable or other claim to, or  interest  in,  such  share or shares on the part of any other person,  whether or not it shall  have  express  or other  notice  thereof, except as otherwise expressly provided by law.

SECTION 3 - RECORD DATE

a)   The  Directors  may fix in  advance a date,  which must not be more than 60 days permitted by the preceding the date of a meeting of  shareholders or a class of  shareholders,  or of the payment of a dividend or of the proposed taking  of  any  other  proper  action   requiring  the   determination  of shareholders as the record date for the  determination  of the shareholders    entitled  to  notice  of,  or to  attend  and  vote at,  a  meeting  and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these  Bylaws,  only  shareholders  of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.

b)   Where no record date is so fixed for the  determination  of shareholders as provided in the preceding  Bylaw, the date on which the notice is mailed or on which the resolution  declaring the dividend is adopted, as the case may be, is the record date for such determination.

SECTION 4 - FRACTIONAL SHARES

Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve,  will not be required to issue fractional  shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors,  fractional  interests in shares may be rounded to the nearest  whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for  cancellation by the Corporation for such  consideration as the  Directors  determine.  The  Directors  may  determine  the  manner in which fractional  interests  in shares  are to be  transferred  and  delivered  to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination  made by the  Directors,  the  Corporation  may  deposit  with the Corporation's  Registrar  and  Transfer  Agent  a  sum  sufficient  to  pay  the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders.  Such setting aside is deemed to be payment to such  shareholders  for the  fractional  interests in shares not so delivered  which will  thereupon not be considered as  outstanding and  such  shareholders  will  not  be  considered  to be  shareholders  of  the Corporation  with  respect  thereto  and will have no right  except  to  receive payment  of  the  money  so  set  aside  and  deposited  upon  delivery  of  the certificates  for the  shares  held  prior to the  amalgamation,  consolidation, exchange or conversion which result in fractional interests in shares.
 
 
 
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 ARTICLE VI: DIVIDENDS

a)   Dividends may be declared and paid out of any funds available therefor,  as often, in such amounts, and at such time or times as the Board of Directors may determine  and shares may be issued pro rata and without  consideration to the  Corporation's  shareholders  or to the  shareholders of one or more classes or series.

b)   Shares  of one class or series  may not be  issued as a share  dividend  to shareholders  of  another  class  or  series  unless  such  issuance  is in accordance with the Articles of Incorporation and:

     (i)  a majority  of the current  shareholders  of the class or series to be issued approve the issue;  or

     (ii) there are no outstanding  shares of the class or series of shares that are authorized to be issued as a dividend.

ARTICLE VII: BORROWING POWERS

a)   The Directors may from time to time on behalf of the Corporation:

     (i)  borrow money in such manner and amount,  on such  security,  from such sources and upon such terms and conditions as they think fit,

     (ii) issue bonds,  debentures and other debt obligations either outright or as security for liability or obligation of the  Corporation or another person, and

     (iii)mortgage,  charge,  whether by way of specific or floating charge, and give other security on the  undertaking,  or on the whole or a part of the property and assets of the Corporation (both present and future).

b)   A bond, debenture or other debt obligation of the Corporation may be issued at a discount,  premium or  otherwise,  and with a special  privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for  shares  or other  securities,  attending  and  voting  at  shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable  free from equities  between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.

ARTICLE VIII: FISCAL YEAR

The fiscal year end of the Corporation  shall be fixed,  and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.

ARTICLE IX: CORPORATE SEAL

The  corporate  seal, if any,  shall be in such form as shall be prescribed  and altered,  from  time to time,  by the Board of  Directors.  The use of a seal or stamp by the  Corporation  on corporate  documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.

ARTICLE X: AMENDMENTS

SECTION 1 - BY SHAREHOLDERS

All Bylaws of the Corporation shall be subject to alteration or repeal,  and new Bylaws may be made by a majority vote of the  shareholders at any annual meeting or special meeting called for that purpose.

SECTION 2 - BY DIRECTORS

The Board of Directors  shall have the power to make,  adopt,  alter,  amend and repeal, from time to time, Bylaws of the Corporation.

ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS

a)   A Director  who is, in any way,  directly or  indirectly  interested  in an existing or proposed  contract or transaction  with the  Corporation or who holds an office or possesses  property whereby,  directly or indirectly,  a duty or  interest  might be  created  to  conflict  with his or her duty or interest as a Director,  shall  declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.

b)   A Director shall not vote in respect of a contract or transaction  with the Corporation  in  which he is  interested  and if he does so his or her vote will not be  counted,  but he will be counted in the quorum  present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:

     (i)  a contract or transaction relating to a loan to the Corporation, which a Director or a specified  corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;

     (ii) a contract or  transaction  made or to be made with or for the benefit of a  holding  corporation  or a  subsidiary  corporation  of  which a Director is a director or officer;

     (iii)a contract  by a Director to  subscribe  for or  underwrite  shares or debentures  to be issued by the  Corporation  or a  subsidiary  of the Corporation,  or a contract,  arrangement  or  transaction  in which a Director  is  directly  or  indirectly  interested  if all  the  other          Directors are also directly or indirectly  interested in the contract, arrangement or transaction;
 
 
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     (iv) determining the remuneration of the Directors;

     (v)  purchasing  and  maintaining  insurance  to  cover  Directors  against liability incurred by them as Directors; or

     (vi) the indemnification of a Director by the Corporation.

c)   A  Director  may hold an  office or place of  profit  with the  Corporation (other than the office of Auditor of the  Corporation) in conjunction  with his or her  office  of  Director  for the  period  and on the  terms (as to remuneration  or otherwise) as the Directors may determine.  No Director or intended   Director  will  be  disqualified  by  his  or  her  office  from contracting  with the  Corporation  either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and,  no  contract  or  transaction  entered  into by or on  behalf  of the Corporation  in which a Director  is  interested  is liable to be voided by reason thereof.

d)   A Director or his or her firm may act in a  professional  capacity  for the Corporation  (except as Auditor of the  Corporation),  and he or his or her firm is entitled to remuneration  for  professional  services as if he were not a Director.

e)   A Director may be or become a director or other  officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be  interested  as a  shareholder  or  otherwise,  and the  Director is not accountable to the Corporation for remuneration or other benefits  received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.

ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT

The  Corporation  shall,  within  sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually  thereafter on or before the last day of the month in which the anniversary date of incorporation  occurs each year,  file with the Secretary of State a list of its president,  secretary and treasurer and all of its Directors, along with the post office box or street
address,  either residence or business,  and a designation of its resident agent in the state of  Nevada.  Such list  shall be  certified  by an  officer  of the Corporation.

ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

a)   The Directors shall cause the Corporation to indemnify a Director or former      Director of the  Corporation and the Directors may cause the Corporation to indemnify  a director  or former  director  of a  corporation  of which the Corporation   is  or  was  a   shareholder   and  the  heirs  and  personal representatives of any such person against all costs, charges and expenses,     including  an  amount  paid to settle  an  action  or  satisfy a  judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment  inactive criminal or administrative action or  proceeding  to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such  corporation,  including an action  brought by the  Corporation  or corporation. Each Director of the Corporation on being elected or appointed is  deemed  to have  contracted  with the  Corporation  on the terms of the foregoing indemnity.

b)   The Directors may cause the  Corporation to indemnify an officer,  employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder  (notwithstanding that he is also a Director), and his or her heirs and personal  representatives  against all costs,  charges and expenses incurred by him or them and resulting from his or her acting as an officer,  employee or agent of the Corporation or corporation.  In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of  the  Corporation  (if he is not a full time employee of the Corporation and notwithstanding  that he is  also a  Director),  and his or her  respective heirs and legal  representatives  against all costs,  charges and  expenses      incurred by him or them and arising  out of the  functions  assigned to the Secretary by the  Corporation Act or these Articles and each such Secretary and Assistant  Secretary,  on being  appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

c)   The Directors may cause the Corporation to purchase and maintain  insurance for the benefit of a person who is or was  serving as a Director,  officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal  representatives  against a liability incurred by him as a Director, officer, employee or agent.



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EXHIBIT 4.1
 
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.
 
SEMPER FLOWERS, INC.
 
WARRANT
 
Original Issue Date: October 10, 2007
 
THIS CERTIFIES THAT, FOR VALUE RECEIVED, SICHENZIA ROSS FRIEDMAN FERENCE LLP   or its registered assigns (“ Holder ”) is entitled to purchase, on the terms and conditions hereinafter set forth, at any time or from time to time from the date hereof until 5:00 p.m., Eastern Time, on the 20 th anniversary of the Original Issue Date set forth above, or if such date is not a day on which the Company (as hereinafter defined) is open for business, then the next succeeding day on which the Company is open for business (such date is the “ Expiration Date ”), but not thereafter, to purchase an amount of shares of the Common Stock, par value $0.0001 (the “ Common Stock ”), of Semper Flowers, Inc., a Nevada corporation (the “ Company ”), equal to 15% of the fully diluted outstanding shares of Common Stock of the Company at the time (and after giving effect to) the exercise of the Warrant for an aggregate price of $1.00 in total (the “ Exercise Price ”) for all of the Warrant Shares as defined below.  Each share of Common Stock as to which this Warrant is exercisable is a “ Warrant Share ” and all such shares are collectively referred to as the “ Warrant Shares .” This Warrant may only be exercised 61 days after the Company undergoes a Change in Control (as defined below) or implements a Stock Split (as defined below).  In the event that the Company does undergo a Change in Control, then this Warrant may be exercised at the sole discretion of the Holder at any time prior to the Expiration Date.
 
Section 1.                      Exercise of Warrant; Conversion of Warrant. 
 
(a)           This Warrant may, at the option of Holder, be exercised in whole or in part from time to time by delivery to the Company at its principal office, Attention: President, on or before 5:00 p.m., Eastern Time, on the Expiration Date, (i) a written notice of such Holder's election to exercise this Warrant (the “ Exercise Notice ”), which notice may be in the form of the Notice of Exercise attached hereto, properly executed and completed by Holder or an authorized officer thereof, (ii) a wire transfer or check payable to the order of the Company, in an amount equal to the Exercise Price or $1.00, and (iii) this Warrant (the items specified in (i), (ii), and (iii) are collectively the “ Exercise Materials ”). 
 
(b)           As promptly as practicable, and in any event within two (2) business days after its receipt of the Exercise Materials, Company shall execute or cause to be executed and delivered to Holder a certificate or certificates representing the number of Warrant Shares specified in the Exercise Notice and if this Warrant is partially exercised, a new warrant on the same terms for the unexercised balance of the Warrant Shares.  The stock certificate or certificates shall be registered in the name of Holder or such other name or names as shall be designated in the Exercise Notice.  The date on which the Warrant shall be deemed to have been exercised (the “ Effective Date ”), and the date the person in whose name any certificate evidencing the Common Stock issued upon the exercise hereof is issued shall be deemed to have become the holder of record of such shares, shall be the date the Company receives the Exercise Materials, irrespective of the date of delivery of a certificate or certificates evidencing the Common Stock issued upon the exercise or conversion hereof, provided, however, that if the Exercise Materials are received by the Company on a date on which the stock transfer books of the Company are closed, the Effective Date shall be the next succeeding date on which the stock transfer books are open.  All shares of Common Stock issued upon the exercise or conversion of this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens, and charges with respect thereto.
 
Section 2.                      No Stockholder Rights or Liabilities.
 
This Warrant shall not entitle Holder hereof to any voting rights or other rights or liabilities as a stockholder of the Company.
 
 
 
 
Section 3.                      Transfer of Securities.
 
(a)           This Warrant and the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon, or otherwise, shall not be transferable except upon compliance with the provisions of the Securities Act of 1933, as amended (the “ Securities Act ”) and applicable state securities laws with respect to the transfer of such securities.  The Holder, by acceptance of this Warrant, agrees to be bound by the provisions of Section 4 hereof and to indemnify and hold harmless the Company against any loss or liability arising from the disposition of this Warrant or the Warrant Shares issuable upon exercise hereof or any interest in either thereof in violation of the provisions of this Warrant.
 
(b)           Each certificate for the Warrant Shares and any shares of capital stock received in respect thereof, whether by reason of a stock split or share reclassification thereof, a stock dividend thereon or otherwise, and each certificate for any such securities issued to subsequent transferees of any such certificate shall (unless otherwise permitted by the provisions hereof) be stamped or otherwise imprinted with a legend in substantially the following form:
 
“NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.”
 
Section 4. Miscellaneous. 
 
(a)           The terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company and Holder.
 
(b)           Except as otherwise provided herein, this Warrant and all rights hereunder are transferable by the registered holder hereof in person or by duly authorized attorney on the books of the Company upon surrender of this Warrant, properly endorsed, to the Company.  The Company may deem and treat the registered holder of this Warrant at any time as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary.
 
(c)           Notwithstanding any provision herein to the contrary, Holder may not exercise, sell, transfer, or otherwise assign this Warrant unless the Company is provided with an opinion of counsel satisfactory in form and substance to the Company, to the effect that such exercise, sale, transfer, or assignment would not violate the Securities Act or applicable state securities laws.
 
(d)           This Warrant may be divided into separate warrants covering one share of Common Stock or any whole multiple thereof, for the total number of shares of Common Stock then subject to this Warrant at any time, or from time to time, upon the request of the registered holder of this Warrant and the surrender of the same to the Company for such purpose.  Such subdivided Warrants shall be issued promptly by the Company following any such request and shall be of the same form and tenor as this Warrant, except for any requested change in the name of the registered holder stated herein.
 
                      (e)           Any notices, consents, waivers, or other communications required or permitted to be given under the terms of this Warrant must be in writing and will be deemed to have been delivered (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile, provided a copy is mailed by U.S. certified mail, return receipt requested, (c) three (3) days after being sent by U.S. certified mail, return receipt requested, or (d) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same.
 
If to Holder, to the registered address of Holder appearing on the books of the Company, or, in the case of the Company, at the principal offices of the Company.  Each party shall provide five (5) days prior written notice to the other party of any change in address, which change shall not be effective until actual receipt thereof
 
(f)           All questions concerning the construction, validity, enforcement and interpretation of the this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the validity, interpretations and enforcement of this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder (including with respect to the enforcement of this Warrant), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect pursuant to paragraph (e) above and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  The parties hereby waive all rights to a trial by jury.  If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
 
(g)           Stock Split is defined as a stock split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock, or securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “ Common Stock Equivalents ”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents
 
(h)           Change in Control is defined as the issuance of shares of Common Stock or Common Stock Equivalents representing 25% of the outstanding shares of Common Stock of the Company.  Such issuance may be one specific issuance or on several issuance commencing on the Original Issue Date through the Expiration Date.
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
 
 
 
 
 
SIGNATURE PAGE
 
TO
 
COMPANY
 
WARRANT
 
 
IN WITNESS WHEREOF, the Company, has caused this Warrant to be executed in its name by its duly authorized officers under seal, and to be dated as of the date first above written.
 
 
  SEMPER FLOWERS, INC.  
       
 
By:
/s/ George Marquez  
   
Name:  George Marquez
 
    Title: CEO  
       
 
 
 
ASSIGNMENT
 
(To be Executed by the Registered Holder to effect a Transfer of the foregoing Warrant)
 
FOR VALUE RECEIVED, the undersigned hereby sells, and assigns and transfers unto ___________________________________________________________________________ the foregoing Warrant and the rights represented thereto to purchase shares of Common Stock of _____________________________ in accordance with terms and conditions thereof, and does hereby irrevocably constitute and appoint ________________ Attorney to transfer the said Warrant on the books of the Company, with full power of substitution.
 
Holder:
 
Address
 
Dated: __________________, 20__
 

 
 
EXERCISE OR CONVERSION NOTICE
 
 
[To be signed only upon exercise of Warrant]
 
To:           _________________________
 
The undersigned Holder of the attached Warrant hereby irrevocably elects to exercise the Warrant for, and to purchase thereunder, _____ shares of Common Stock of __________________________ issuable upon exercise of said Warrant and hereby surrenders said Warrant.
 
The undersigned herewith requests that the certificates for such shares be issued in the name of, and delivered to the undersigned, whose address is ________________________________.
 

If electronic book entry transfer, complete the following:
 
Account Number:                                                                              
 
Transaction Code Number:                                                                           
 
Dated: ___________________
 
 
 
  Holder:    
       
       
       
       
       
       
  By:      
  Name:    
  Title:    
 
                                                             
  
   
 
NOTICE
 
The signature above must correspond to the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever.
 

EXHIBIT 5.1
 
LAW OFFICES OF STEPHEN M. FLEMING PLLC
110 Wall Street, 11th Fl.
New York, NY 10005
Telephone: (516) 833-5034
Facsimile: (516) 977-1209

February 11, 2008

VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re:           Semper Flowers, Inc.
Form S-1 Registration Statement (File No. 333-_____)

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by Semper Flowers, Inc., a Nevada corporation (the "Company"), with the Securities and Exchange Commission.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and are or will be when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/Law Offices of Stephen M. Fleming PLLC
Law Offices of Stephen M. Fleming PLLC








EXHIBIT 10.1

 
AGREEMENT OF SALE


AGREEMENT OF SALE made this 1st day of November 2007, between Lori Owens of 5000 State Line Road, Kansas City, Missouri. MO 66206 ("Seller"), and Semper Flowers, Inc of 1040 First Avenue, Suite 173, New York. NY 10021 ("Purchaser").

1.   Agreement to Sell .  Seller agrees to sell, transfer and deli­ver to Purchaser, and Purchaser agrees to purchase, upon the terms and conditions hereinafter set forth, the total issued and outstanding shares of the capital stock of Absolute Florist, Inc, a corporation organized under the laws of Missouri (the "Corporation"), said shares constituting all of the authorized and issued shares of the Corporation (the "Shares").

2.   The Assets of the Corporation .  It is the understanding of the parties that the Corporation is the owner of the following assets (the "Assets"):


(a)  the books and records of the business; and

(b)  the goodwill of the business (the "Goodwill").


3.   Purchase Price .  The purchase price to be paid by Purchaser is $100,000 of Semper Flowers, Inc preferred shares, payable as follows:

(a)  $100,000 face value of Series A Preferred Stock with a par value of $0.0001 upon execution of this agreement.

(b)   A monthly check of $1000 that shall continue until either (i)  The preferred shares are redeemed or (ii) Semper Flowers, Inc is either sold, dissolved or declared bankrupt


4.   The Closing .  The "closing" means the settlement of the obli­gations of Seller and Purchaser to each other under this agree­ment, including the payment of the purchase price to Seller as provided in Article 1 hereof and the delivery of the closing documents provided for in Article 5 hereof.  The closing shall be held at the offices of Stephen Fleming. Esq., Sichenzia Ross Friedman Ference LLP , 61 Broadway, 32 nd Floor, New York. NY 10006 at 10 A.M. on___ day of November 2007  (the "clos­ing date").
 

 
5.   Closing Documents .  At the closing Seller shall execute and deliver to Purchaser:

(a)  the certificate or certificates for the Shares, duly endorsed so as to effectively transfer ownership of the Shares to Purchaser, together with all appropriate federal and state transfer tax stamps affixed

(b)  letters of resignation from each director and officer of the Corporation, effective as of the closing hereunder

(c)  the Certificate of Incorporation or other organi­zational documents of the Corporation, and the Bylaws, minute book, stock certificate book, and seal of the Corporation; any bills, vouchers, records showing the ownership of the furniture, furnishings, equipment, other property used in the operation of the Corpora­tion; and all other books of account, records and contracts of the Corporation

(d)  such other instruments as may be necessary or proper to transfer to Purchaser all other ownership in­terests in the Corporation to be transferred under this agreement
 

At the closing Purchaser shall execute and deliver to Seller:

(a)  the Preferred Share certificate provided for in Article 3 hereof


6.   Representations and Warranties of Seller .  Seller represents and warrants to Purchaser as follows:

(a)  Seller has full power and authority to carry out and perform its undertakings and obligations as pro­vided herein.

(b)  No action, approval, consent or authorization of any governmental authority is necessary for Seller to consummate the transactions contemplated hereby.

(c)  The Corporation is a corporation duly organized under the laws of Missouri, and the Corporation is validly existing and has not been dissolved.

(d)  Seller is the owner of the Shares, and the Shares are all of the issued and outstanding shares of stock of the Corporation.  All of the Shares are fully paid and non-assessable, have not been assigned, pledged or hypothe­cated, and are free of all liens, claims and encum­brances.

(e)  The Corporation is the owner of all of the Assets enumerated in Article 2 hereof, free of all liens, claims and encumbrances, except as may be set forth herein.

(f)  There are no violations of any law or governmental rule or regulation pending against Seller, the Shares or the Corporation.

(g)  There are no judgments, liens, suits, actions or proceedings pending against Seller, the Shares or the Corporation.

(h)  Except as may be set forth herein, the Corporation has not entered into, and is not subject to, any:  (i) written contract or agreement for the employment of any employee of the business; (ii) contract with any labor union or guild; (iii) pension, profit-sharing, retire­ment, bonus, insurance, or similar plan with respect to any employee of the business; or (iv) similar contract or agreement affecting or relating to the Corporation.

(i)  The Corporation has filed each tax return, includ­ing without limitation all income, excise, property, gain, sales, franchise and license tax returns, required to be filed by the Corporation prior to the date hereof.  Each such return is true, complete and correct, and the Corporation has paid all taxes, as­sessments and charges of any governmental authority re­quired to be paid by it and has created reserves or made provision for all taxes accrued but not yet pay­able.

(j)  The financial statements, balance sheets and other information pertaining to the Corporation set forth in Exhibit C hereto are true, correct and complete as of the dates and for the periods set forth therein; have been prepared in accordance with generally accepted ac­counting principles consistently applied; and fairly represent the financial position of the Corporation at such dates and for such periods.  The Corporation had at said dates no liabilities or obligations of any kind, contingent or otherwise, not reflected in Exhibit C.  Except as shown in Exhibit C, the Corporation owns outright each asset or item of property reflected therein, free of all liens, claims and encumbrances.  Since said dates and periods, there has been no material adverse change in the financial condition, assets or liabilities of the Corporation.

7.   Representations and Warranties of Purchaser .  Purchaser re­presents and warrants to Seller as follows:

(a)  Purchaser has full power and authority to carry out and perform its undertakings and obligations as provided herein.

(b)  No action, approval, consent or authorization of any governmental authority is necessary for Purchaser to consummate the transactions contemplated hereby.

(c)  There are no judgments, liens, suits, actions or proceedings pending or, to the best of Purchaser's knowledge, threatened against Purchaser or its prop­erty.

8.   No Other Representations .  Purchaser acknowledges that neither Seller nor any representative or agent of Seller has made any representation or warranty (expressed or implied) regarding the Corporation, or any matter or thing affecting or relating to this agreement, except as specifically set forth in this agree­ment.

9.   Conditions to Closing .  The obligations of the parties to close hereunder are subject to the following conditions:

(a)  All of the terms, covenants and conditions to be complied with or performed by the other party under this agreement on or before the closing shall have been complied with or performed in all material respects.

(b)  All representations or warranties of the other party herein are true in all material respects as of the closing date.

(c)  On the closing date, there shall be no liens or encumbrances against the Corporation, except as may be provided for herein.

If Purchaser shall be entitled to decline to close the trans­actions contemplated by this agreement, but Purchaser neverthe­less shall elect to close, Purchaser shall be deemed to have waived all claims of any nature arising from the failure of Sell­er to comply with the conditions or other provisions of this agreement of which Purchaser shall have actual knowledge at the closing.

10.   Brokerage .  The parties hereto represent and warrant to each other that they have not dealt with any broker or finder in con­nection with this agreement or the transactions contemplated hereby, and no broker or any other person is entitled to receive any brokerage commission, finder's fee or similar compensation in connection with this agreement or the transactions contemplated hereby.  Each of the parties shall indemnify and hold the other harmless from and against all liability, claim, loss, damage or expense, including reasonable attorneys' fees, pertaining to any broker, finder or other person with whom such party has dealt.

11.   Assignment .  Purchaser shall not assign this agreement with­out the prior written consent of Seller in each instance.  Any attempted assignment without Seller's consent shall be null and void.

12.   Notices .  All notices, demands and other communications re­quired or permitted to be given hereunder shall be in writing and shall be deemed to have been properly given if delivered by hand or by Federal Express courier or by registered or certified mail, return receipt requested, with postage prepaid, to Seller or Pur­chaser, as the case may be, at their addresses first above writ­ten, or at such other addresses as they may designate by notice given hereunder.

13.   Entire Agreement .  This agreement contains all of the terms agreed upon between Seller and Purchaser with respect to the subject matter hereof.  This agreement has been entered into after full investigation.

14.   Changes Must Be In Writing .  This agreement may not be altered, amended, changed, modified, waived or terminated in any respect or particular unless the same shall be in writing signed by the party to be bound.

15.   Governing Law .  This agreement shall be governed by and construed in accordance with the laws of the State of New York and all of the parties agree to submit to the exclusive jurisdiction of the courts in and of the State of New York over any action or proceeding existing or relating to this Agreement.

16.   Binding Effect .  This agreement shall not be considered an offer or an acceptance of an offer by Seller, and shall not be binding upon Seller until executed and delivered by both Seller and Purchaser.  Upon such execution and delivery, this agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.  This agreement may be executed in counterparts.

IN WITNESS WHEREOF , the parties have executed this agreement the date first above written.


BY George Marquez as President of Semper Flowers, Inc /s/George Marquez



BY Lori Owens as President of Absolute Florists, Inc /s/Lori Owens


BY Lori Owens, personally /s/Lori Owens




EXHIBIT 14.1
 
CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF
SEMPER FLOWERS, INC.

1.
TREAT IN AN ETHICAL MANNER THOSE TO WHOM SEMPER FLOWERS,   INC. HAS AN OBLIGATION

The officers, directors and employees of Semper Flowers, Inc. (the “Company”) are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution, and respecting the dignity due everyone. For the communities in which we live and work we are committed to observe sound environmental business practices and to act as concerned and responsible neighbors, reflecting all aspects of good citizenship.

For our shareholders we are committed to pursuing sound growth and earnings objectives and to exercising prudence in the use of our assets and resources.

For our suppliers and partners we are committed to fair competition and the sense of responsibility required of a good customer and teammate.

2.
PROMOTE A POSITIVE WORK ENVIRONMENT

All employees want and deserve a workplace where they feel respected, satisfied, and appreciated. We respect cultural diversity and will not tolerate harassment or discrimination of any kind -- especially involving race, color, religion, gender, age, national origin, disability, and veteran or marital status.

Providing an environment that supports honesty, integrity, respect, trust, responsibility, and citizenship permits us the opportunity to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, including our executives and management personnel, which have a responsibility for fostering a work environment that is free and open and will bring out the best in all of us. Supervisors should not place subordinates in a position that could cause them to deviate from acceptable ethical behavior.

3.
PROTECT YOURSELF, YOUR FELLOW EMPLOYEES, AND THE WORLD WE LIVE IN

We are committed to providing a drug-free, safe and healthy work environment, and to observing environmentally sound business practices. We will strive, at a minimum, to do no harm and where possible, to make the communities in which we work a better place to live. Each of us is responsible for compliance with environmental, health and safety laws and regulations.
 
 
1

 

4.
KEEP ACCURATE AND COMPLETE RECORDS

We will maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations will be accurately entered in our books in accordance with generally accepted accounting practices and principles. The Company will not tolerate anyone misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.

5.
OBEY THE LAW

We will conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire ethical responsibility. Rather, it is a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:

A.   STRICTLY ADHERE TO ALL ANTITRUST LAWS

Officers, directors and employees must strictly adhere to all antitrust laws where the Company is operating. Such laws exist in the United States and in many other countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting, or harassing a competitor; stealing trade secrets; bribery; and kickbacks.

B.   STRICTLY COMPLY WITH ALL SECURITIES LAWS

In our role as a publicly owned company, we must always be alert to and comply with the security laws and regulations of the United States and other countries where the Company engages in business.

 
I.
DO NOT ENGAGE IN SPECULATIVE OR INSIDER TRADING

Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.

Material, non-public information is any information that could reasonably be expected to affect the price of a stock. If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.

Two simple rules can help protect you in this area: (1) Do not use non-public information for personal gain. (2) Do not pass along such information to someone else who has no need to know.

This guidance also applies to the securities of other companies for which you receive information in the course of your employment at The Company .

II.   BE TIMELY AND ACCURATE IN ALL PUBLIC REPORTS

As a public company, the Company must be fair and accurate in all reports filed with the United States Securities and Exchange Commission. Officers, directors and management of The Company are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.

Securities laws are vigorously enforced. Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.

The principal executive officer and principal financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002. Officers and Directors who knowingly or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.

6.
AVOID CONFLICTS OF INTEREST

Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company. They should avoid any action that may involve, or may appear to involve, a material conflict of interest with the Company. Officers, directors and employees should not have any material financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company.


2

 
HERE ARE SOME WAYS A CONFLICT OF INTEREST COULD ARISE:

 
·
Employment by a competitor, or potential competitor, regardless of the nature of the employment, while employed by the Company .

 
·
Acceptance of gifts, payment, or services from those seeking to do business with the Company .

 
·
Placement of business with a firm owned or controlled by an officer, director or employee or his/her family.

 
·
Ownership of, or substantial interest in, a company that is a competitor, client or supplier.

 
·
Acting as a consultant to the Company customer, client or supplier.

Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director or employee and the Company. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.

7.
COMPETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES

We must comply with the laws and regulations that pertain to the acquisition of goods and services. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.

If you are involved in Company transactions, you must be certain that all statements, communications, and representations are accurate and truthful.

8.
AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS

The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the furnishing or receipt of business courtesies. Officers, directors and employees of the Company will neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company's reputation.

9.
MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES


Business integrity is a key standard for the selection and retention of those who represent the Company. Agents, representatives and consultants must certify their willingness to comply with the Company's policies and procedures and must never be retained to circumvent our values and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in violations of law.

10.
PROTECT PROPRIETARY INFORMATION

Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers and competitors may sometimes divulge to you information that is proprietary to their business. Respect these confidences.

11.
OBTAIN AND USE COMPANY ASSETS WISELY

Personal use of Company property must always be in accordance with corporate policy. Proper use of Company property, information resources, material, facilities and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove Company property without management's permission.

12.
FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES

The Company encourages its employees to become involved in civic affairs and to participate in the political process. Employees must understand, however, that their involvement and participation must be on an individual basis, on their own time and at their own expense. In the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for federal offices -- this includes employees' work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions.

13.
BOARD COMMITTEES.

The Company shall establish an Audit Committee empowered to enforce this Code   of   Ethics . The Audit Committee will report to the Board of Directors at least once each year regarding the general effectiveness of the Company's Code   of   Ethics , the Company's controls and reporting procedures and the Company's business conduct.

14.
DISCIPLINARY MEASURES.

The Company shall consistently enforce its Code   of   Ethics and Business Conduct through appropriate means of discipline. Violations of the Code shall be promptly reported to the Audit Committee. Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.

The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.

Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation, and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.


3
Exhibit 21.1   List of Subsidiaries

The Absolute Florist, Inc., a Nevada corporation

EXHIBIT 23.1


INDEPENDENT REGISTERED ACCOUNTING FIRM CONSENT

We consent to the use in this Registration Statement of Semper Flowers, Inc. on Form S-1 of our report dated January 25, 2008, relating to 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, which are part of this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Prospectus.




/s/ Sherb & Co., LLP
Certified Public Accountants
New York, NY
February 11, 2008