SF BLU VU, INC.

(a development stage company)

 

	Page Number
PART 1 – Financial Information
Item 1 – Unaudited Financial Information:
Consolidated Balance Sheet as of September 30, 2009 (Unaudited) and December 31, 2008	3
Consolidated Statements of Operations for the Three and Nine Months  Ended September 30, 2009 and 2008 (Unaudited) and from Inception (October 9, 2007) to September 30, 2009 (Unaudited)	4
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited)	5
Statements of Cash Flows for the Nine Months Ended September 30, 2009 and 2008 (Unaudited) and from Inception (October 9, 2007), to September 30, 2009 (Unaudited)	6
Notes to Unaudited Financial Statements	7-12
Item 2 - Management’s Discussion and Analysis or Plan of Operation	12-13
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	14
Item 4T - Controls and Procedures	14
PART II - Other Information (Items 1-6)	15-17

 

 

2

---

 

SF BLU VU, INC.

(a development stage company)

BALANCE SHEETS

 

		September 30, 2009				December 31, 2008
		(UNAUDITED)				(AUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	52			$	50
Total assets		$	52			$	50
LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIT)
CURRENT LIABILITIES
Accounts payable		$	27,087			$	20,000
Advance from shareholder			49,159				42,833
Total current liabilities			76,246				62,833
STOCKHOLDERS' EQUITY  (DEFICIT)
Preferred stock, $.0001 par value, 10,000,000 shares authorized,
no shares issued and outstanding			-				-
Common stock, $.0001 par value, 100,000,000 shares authorized,
4,933,529 issued and outstanding			493				493
Additional paid-in capital			246,183				246,183
Deficit accumulated during the development stage			(322,870	)			(309,459	)
Total stockholders' equity (deficit)			(76,194	)			(62,783	)
Total liabilities and stockholders' equity (deficit)		$	52			$	50

 

 

The accompanying notes to the unaudited financial statements are an integral part of these statements.

 

 

 

3

---

 

SF BLU VU, INC.

(a development stage company)

STATEMENTS OF OPERATIONS

(UNAUDITED)

																		Cumulative
																		Totals
																		From Inception
																		(October 9, 2007)
		For the three months ended								For the nine months ended								Through
		September 30, 2009				September 30, 2008				September 30, 2009				September 30, 2008				September 30, 2009
Revenue		$	-			$	-			$	-			$	-			$	-
Costs of revenue			-				-				-				-				-
Gross profit			-				-				-				-				-
General and administrative expenses
Payroll			-				-				-				9,000				114,500
Legal and professional fees			3,000				17,279				8,000				87,137				152,115
Office and administrative			-				2,199				5,411				13,291				41,133
Interest expense			-				3,000				-				9,000				11,000
Total operating expenses			3,000				22,478				13,411				118,428				318,748
Loss from continuing operations			(3,000	)			(22,478	)			(13,411	)			(118,428	)			(318,748	)
Discontinued operations, net of tax:
Income (loss) from operations			-				(1,652	)			-				9,698				5,303
Loss on disposal of subsidiary			-				-				-				-				(9,425	)
Gain (loss) from discontinued operations			-				(1,652	)			-				9,698				(4,122	)
Net Loss		$	(3,000	)		$	(24,130	)		$	(13,411	)		$	(108,730	)		$	(322,870	)
(Loss) per share:
Basic and diluted earnings (loss) per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.02	)
Weighted average shares
outstanding - basic and diluted			4,933,529				4,933,529				4,933,529				4,933,529

 

 

The accompanying notes to the unaudited financial statements are an integral part of these statements.

 

4

---

 

 

SF BLU VU, INC.

(a development stage company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM OCTOBER 9, 2007 (INCEPTION) TO SEPTEMBER 30, 2009

 

																		Additional								Total
		Preferred Stock								Common Stock								Paid-in				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity (Deficit)
Balance, October 9, 2007 (Inception)			-			$	-				-			$	-			$	-			$	-			$	-
Issuance of restricted shares to officer @ $0.05 per share			-				-				2,000,000				200				99,800				-				100,000
Issuance of Common Stock for services @ $.05 per share			-				-				423,529				42				21,134				-				21,176
Sale of Common Stock  @ $.05 per share			-				-				2,510,000				251				125,249				-				125,500
Net loss			-				-				-				-				-				(152,623	)			(152,623	)
Balance, December 31, 2007			-				-				4,933,529				493				246,183				(152,623	)			94,053
Net loss			-				-				-				-				-				(156,836	)			(156,836	)
Balance, December 31, 2008			-				-				4,933,529				493				246,183				(309,459	)			(62,783	)
Net loss			-				-				-				-				-				(13,411	)			(13,411	)
Balance, September 30, 2009 (unaudited)			-			$	-				4,933,529			$	493			$	246,183			$	(322,870	)		$	(76,194	)

 

 

The accompanying notes to the unaudited financial statements are an integral part of these statements.

 

 

5

---

 

SF BLU VU, INC.

(a development stage company)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

										Cumulative
										Totals
										From Inception
										(October 29,2007)
		For the nine months ended								Through
		September 30, 2009				September 30, 2008				September 30, 2009
Cash flows from operating activities:
Net loss		$	(13,411	)		$	(118,428	)		$	(318,748	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Discontinued operations			-				9,698				4,122
Common stock issued for services			-				-				121,176
Increase in assets and liabilities:
Subscription receivable			-				30,000				-
Accounts payable and accrued expenses			7,087				(20,697)				18,843
Net cash used in operating activities			(6,324	)			(99,427	)			(174,607	)
Cash flows from financing activities:
Advance from shareholder			6,326				36,149				49,159
Proceeds from sale of capital stock			-				-				125,500
Net cash provided by financing activities			6,326				36,149				174,659
Net increase (decrease) in cash and cash equivalents			2				(63,278	)			52
Cash and cash equivalents - beginning of period			50				64,053				-
Cash and cash equivalents - end of period		$	52			$	775			$	52
Supplemental disclosures of cash flow information
Cash paid for income taxes		$	-			$	-			$	-
Cash paid for interest		$	-			$	9,000			$	11,000

The accompanying notes to the unaudited financial statements are an integral part of these statements.

 

6

---

 

Notes to (unaudited) Financial Statements

September 30, 2009

NOTE 1 - NATURE OF BUSINESS

 

SF Blu Vu, Inc. (“the Company”) was formed as a Nevada corporation on October 9, 2007.  On May 15, 2009, SF Blu Vu, Inc. (the "Company") filed a Certificate of Amendment with the Secretary of State of Nevada to amend Article 1 of its Articles of Incorporation in order to change its name from Semper Flowers, Inc. to “SF Blu Vu, Inc.”  The name change became effective with FINRA on August 17, 2009.

SF Blu Vu, Inc. seeks to add value by acquiring, consolidating, and operating flower and gift retail stores.  The Company’s three keys to business success are great locations, efficient delivery service, and joining trade associations that promote local delivery from anywhere in the country.  The Company’s initial acquisition was Absolute Flowers, which was discontinued in November 2008 (See Note 5).  The Company’s operations currently consist of management evaluating other suitable florists and gift retail stores for investment and improvement.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  The accompanying financial statements include the accounts of the Company.  The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods.  Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations.  These financial statements should be read in conjunction with the audited financial statements and footnotes included in the Company's Annual report on Form 10-K filed on April 15, 2009.  The results of the nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for the full year ending December 31, 2009.

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.

Recoverability of Long-Lived Assets

 

The Company reviews the recoverability of its long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment.  The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis.  If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.  Property and equipment to be disposed of by sale is carried at the lower of the then current carrying value or fair value less estimated costs to sell.  Goodwill is tested for impairment annually or more frequently if an event indicates that the asset might be impaired.  In accordance with GAAP, the fair value of goodwill is determined based on a discounted cash flow methodology.

 

 

7

---

 

SF BLU VU, INC.

Notes to (unaudited) Financial Statements

September 30, 2009

NOTE 2- SUMMARY   OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

 

Shipping and Handling Costs

 

The Company accounts for shipping and handling costs as a component of “Cost of Sales”.

Advertising

 

The Company’s policy is to expense the costs of advertising and marketing as incurred.  

 

Accounts Receivable

 

The Company believes accounts receivable are collectible, therefore there is no reserve needed.

Inventories

 

Inventory would consist primarily of fresh cut flowers, wrapping, vases, and stationary, and is carried at the lower of average cost or market.

Revenue Recognition

 

The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition.  In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

 

Retail sales for floral and specialty gift orders are recognized at the point of sale.  Sales tax is excluded from revenue.  Internet sales are recognized when the merchandize is delivered to the customer.  In circumstances where the criteria are not met, revenue recognition is deferred until resolution occurs.  The Company recognizes shipping and handling fees as revenue, and the related expenses as a component of cost of sales.

 

Cost of Sales

 

Cost of sales includes the costs of inventory sold during the period, including fresh cut flowers, gift items and packaging materials, the salaries and related expenses of production and distribution personnel, and freight and delivery expenses.

Income Taxes

 

The Company accounts for income taxes utilizing the liability method of accounting.  Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

 

 

Earnings (Loss) Per Share of Common Stock

 

The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted-average number of common share equivalents during the period.

 

 
 

8

---

 

9

---

 

 

SF BLU VU, INC.

Notes to (unaudited) Financial Statements

September 30, 2009

 

NOTE 3   - GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern.  The Company has recently commenced operations and has incurred losses since inception, and has limited working capital that raises substantial doubt about its ability to continue as a going concern.  Company management may have to raise additional debt or equity financing to fund future operations and to provide additional working capital.  However, there is no assurance that such financing will be obtained in sufficient amounts necessary to meet the Company's needs.  The accompanying unaudited consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

 

NOTE 4- EQUITY TRANSACTIONS

 

SF Blu Vu, Inc was incorporated on October 9, 2007.  Upon incorporation, the Company had authority to issue 10,000,000 shares of $.0001 par value preferred stock, and 100,000,000 shares of $.0001 par value common stock.  On October 9, 2007, the Company issued an aggregate of 2,000,000 shares of common stock, valued at $0.05 per share to an officer of the Company for professional services.  On October 9, 2007 the Company issued 423,529 shares of common stock, valued at $0.05 per share, and a common stock purchase warrant to purchase 15% of the fully diluted shares of common stock exercisable at $1.00 per share, to as consideration for legal fees incurred  in connection with the preparation of the Company’s registration statement.  In October 2007, the Company sold 2,510,000 shares in a share offering for a total of $125,500 cash.  The shares issued to an Officer of the Company have been valued at $100,000, and were recorded as payroll expense.  The shares issued in connection with legal services have been accounted for as legal and professional fees.  The issuances of these shares were reflected in the Company’s financial statements as of December 31, 2007.  No significant equity transactions have been recorded by the Company for the nine month period ended September 30, 2009.

 

10

---

 

 

SF BLU VU, INC.

Notes to (unaudited) Financial Statements

September 30, 2009

NOTE 5 – PURCHASE OF SUBSIDIARY

On November 1, 2007, the Company executed and consummated a stock purchase agreement the shareholder of The Absolute Florist, Inc. (“Absolute Florist”).  Under the purchase agreement, the Company acquired all of the issued and outstanding capital stock of Absolute Florist.  In consideration for the stock of Absolute Florist, the Company issued a Note Payable for $100,000 with a coupon of 12%, to the former shareholder of The Absolute Florist, Inc.  The note was originally to mature on July 28, 2008.  Subsequent to the end of the period, the maturity of the note was extended to January 31, 2009, although $15,000 in principal was repaid in August 2008.  In November 2008, Mr. Marquez reluctantly determined that due to the worsening economic situation around Kansas City area, that it was in the best interest of the Company to discontinue its relationship with Absolute Flowers, Inc.  The Company transferred all of the assets and liabilities of its Absolute Florist, Inc. to its former owner, in consideration for canceling a Note Payable of $85,000.  The Company realized a net loss of $15,000.  No income taxes were provided for due to the utilization of the Company’s net operating loss carry forwards.

NOTE 6 – RELATED PARTY TRANSACTIONS

During the first quarter of 2008, the Company paid a consulting company owned by the chief executive officer $9,000 for consulting services.  No salary was paid for the nine months ended September 30, 2009.

Mr. Marquez, our President, advanced the Company a total of $49,159 to help pay for its operations.  The amount owed to Mr. Marquez is non-interest bearing and is unsecured.

 

11

---

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

Management’s Discussion and Analysis contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as well as historical information.  Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that the expectations reflected in these forward-looking statements will prove to be correct.  Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative.  Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties, and no assurance can be given that actual results will be consistent with these forward-looking statements.  Current shareholders and prospective investors are cautioned that any forward-looking statements are not guarantees of future performance.  Such forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control, and actual results for future periods could differ materially from those discussed in this report, depending on a variety of important factors, among which are our ability to implement our business strategy, our ability to compete with major established companies, the acceptance of our products in our target markets, the outcome of litigation, our ability to attract and retain qualified personnel, our ability to obtain financing, our ability to continue as a going concern, and other risks described from time to time in our filings with the Securities and Exchange Commission. Forward-looking statements contained in this report speak only as of the date of this report.  Future events and actual results could differ materially from the forward-looking statements.  You should read this report completely and with the understanding that actual future results may be materially different from what management expects.  We will not update forward-looking statements even though its situation may change in the future.

 

INTRODUCTION

 

The following discussion and analysis summarizes the significant factors affecting: (i) our consolidated results of operations for the three months ended September 30, 2009; and (ii) financial liquidity and capital resources.  This discussion and analysis should be read in conjunction with our consolidated financial statements and notes included in our Prospectus dated September 10, 2008. 

SF Blu Vu, Inc. was formed as a Nevada corporation on October 9, 2007.  We are a development stage corporation formed to acquire and consolidate floral business lines and small family owned florists.  On November 1, 2007, the Company executed and consummated a stock purchase agreement (as amended) with the shareholder of The Absolute Florist, Inc. (“Absolute Florist”).  Under the purchase agreement, the Company acquired all of the issued and outstanding capital stock of Absolute Florist.  Management made the difficult decision in November 2008 to sever the Company’s relationship with the subsidiary and write off the investment.  As a result of these actions, the Company recorded a pre-tax charge of $15,000 in the fourth quarter of 2008, as determined under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for Costs Associated with Exit or Disposal Activities."

SF Blu Vu, Inc. seeks to add value by acquiring, consolidating, and operating flower and gift retail stores.  The three keys to business success are great locations, efficient delivery service, and joining trade associations that promote local delivery from anywhere in the country.  We strive to be the most innovative and unique florists.  Our approach to floral design is pure and natural and it maximizes not only the character of flowers, individually and in arrangements, but also the aesthetic connection between flowers and the setting.  We are determined to continue and enhance the tradition of flowers through innovative design, aggressive marketing, and most importantly, quality products and service.

SF Blu Vu believes that it can exploit the changing market by focusing on the largest opportunities; for instance, in the last fifteen years the dollar value of sales of fresh-cut flowers increased even though unit sales stayed essentially unchanged.  Roses, mixed flowers, and carnations were the most popular arrangements.  A promising growth area is so-called ‘bedding plants,’ which are planted outdoors and sold during spring and summer. 

 

12

---

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Cont’d)

 

  

SF Blu Vu will concentrate on partnering with potential partners in the death-care (funeral homes) and wedding industries.  Weddings may be simple or elaborate; regardless of the size or scope of the occasion, in recent years couples have been increasingly turning to experts to make their special day perfect.  These experts, wedding planners, coordinate all aspects of the floral arrangements, from decorating the church to making sure each member of the bridal party has the appropriate arrangement or corsage.  We will work with wedding planners in designing and delivering tasteful flower arrangements.  We also look to generate sales in the sympathy flower arena.  

 

The Company intends to enter into purchase agreements with various floral businesses nationwide, including the leases associated with the stores.  The target businesses are ideally small, family owned florists who would benefit from the cost reductions associated with consolidation.  In addition, if we are able to raise additional capital, we intend to provide web based sales and call center servicing of which we can provide no guarantee.  Many of the target acquisitions will be established businesses, serving their communities with floral arrangements for weddings, funeral, and other flower orientated events.  In sum, our keys to success are:  

 

·	Careful attention to store locations by using economic and demographic variables.
·	Attainment of our store expansion goals.
·	Executing our retail marketing program.
·	Management control of company stores.
·	Careful stewarship of cash flow--maintaining the pace of store sales--and obtaining additional investment to maintain the pace of company owned store expansion

 

As of the date hereof, we are not in negotiations to acquire any target.

 

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and we have expensed all development expenses related to the establishment of the company.

 

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 2 of the unaudited financial statements included in this Annual Report.  Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.  Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management's application of accounting policies.

Seasonality of Business

We expect there to be subject to some seasonal fluctuations in its operating results, with revenues in November and December and other popular shopping holidays, such as Valentine’s Day and Mother’s Day, expected to be higher because of relationship of purchasing gifts and needed items for friends and family members being specifically associated with these occasions.