8-K

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): June 29, 2007

Commission File Number: 333-131084

FLEURS DE VIE, INC.

(Name of Small Business Issuer in its Charter)

NEVADA	20-2388650
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

206 E. ROOSEVELT, BOERNE, TEXAS 78006

(Address of principal executive offices)

(830) 249-1679

(Issuer Telephone Number)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On or about June 29, 2007 (the “Closing”), certain majority shareholders of Fleurs de Vie, Inc. (the “Company,” “we,” and “us”), including Harold A. Yount, Jr. and Brenda P. Yount, our Chief Executive Officer and Vice President, respectively, Loev Corporate Filings, Inc. and David M. Loev (the “Sellers”), entered into a Stock Purchase Agreement with Huagin Zhou, Xiaojin Wang and Huakang Zhou (the “Acquirers”) and certain other third parties (the “Third Parties”), pursuant to which the Sellers sold an aggregate of 1,440,000 restricted shares of our common stock which they held (the “Restricted Shares”), representing approximately 77.5% of our outstanding common stock to the Acquirers (the “Stock Purchase”).  The purchase price paid to the Sellers for the Restricted Shares was $564,103 of which $50,000 had previously been received from the Acquirers in connection with the parties’ entry into a Letter of Intent.   Additionally, finders and consulting fees paid out of the purchase price received by the Sellers totaled approximately $170,000,

In connection with the Stock Purchase, the Sellers retained an aggregate of 210,000 shares of our common stock, which they held, which are subject to a “put” option. Pursuant to the “put” option, the Sellers will be able to sell any part of the 210,000 shares back to us during a period of sixty (60) days beginning on July 1, 2008, for consideration of $1.00 per share.  If we are unable to pay the Sellers in connection with the “put” option, for a period of five (5) days following any exercise of the “put” option by the Sellers, the Sellers have the right to require us to issue them additional shares of common stock equal to three (3) times the times the total amount of money owed pursuant to the “put” option divided by the closing price of our common stock on the day the “put” option was defaulted,.  For instance, if the value of our common stock was $0.10 per share on the day we fail to pay the Sellers in connection with their exercise of 100,000 shares pursuant to the “put” option (for $100,000 owed to the Sellers), we would owe such Sellers $100,000/($0.10) * 3 = 3,000,000 shares.

At the Closing, several of our non-affiliated shareholders also sold an aggregate of 105,000 free trading shares of our common stock to the Acquirers.

Pursuant to the Stock Purchase, the Acquirers agreed not to affect a reverse stock split of our outstanding common stock for a period of 12 months from any subsequent business combination which we may undertake.   Additionally, the Sellers agreed not to sell the 210,000 shares subject to the “put” option for a period of one (1) year following the Closing.

On or about July 30, 2007, the parties to the Stock Purchase entered into a First Amendment to Stock Purchase Agreement (the “First Amendment to SPA”).  The First Amendment to SPA added a new section to the original Stock Purchase, which provided that our current Chief Executive Officer and Director, Harold A. Yount, Jr. would remain a member of the Board of Directors for at least three (3) months from the date of the Stock Purchase, and for such additional period as the parties to the Stock Purchase agree.   Additionally, the First Amendment to the SPA provided that Mr. Yount would serve as our officer and Director and continue to prepare and file all Company reports with the Commission for as long as the Acquirers request, subject to Mr. Yount’s agreeing to continue to serve the Company in such positions (the “Services”).  In consideration for Mr. Yount agreeing to perform the Services on our behalf pursuant to the terms of the First Amendment to SPA, we agreed to pay Mr. Yount two thousand dollars ($2,000) per month during which he performs Services on our behalf, prorated for any partial month, for as long as he continues to perform Services on our behalf.

Employment Agreement

On or about July 30, 2007, with an effective date of July 1, 2007, we entered into a three (3) month Executive Employment Agreement (the “Employment Agreement”) with our Chief Executive Officer and Director, Harold A. Yount, Jr., whereby Mr. Yount agreed to serve as President, Chief Executive Officer and Director of the Company.  Pursuant to the Employment Agreement, Mr. Yount is to be paid $2,000 per month, in advance, for his service to the Company during the term of the Employment Agreement.  The $2,000 per month that Mr. Yount was provided pursuant to the terms of the Employment Agreement is not in addition to the $2,000 per month provided to him by the First Amendment to the SPA.

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It is anticipated that the Acquirors will enter into a Stock Exchange Agreement or other agreement in the future whereby Harbin D&C Electric Sci-tech Co. Ltd., a Chinese company and/or its U.S. incorporated parent company (“Harbin”), will become our wholly owned subsidiary and that our operations as a floral company will cease and that moving forward our sole business operations will be those of Harbin, however there can be no assurance such Stock Exchange or other agreement will be entered into shortly after the filing of this report, if at all.

About Harbin D&C Electric Sci-tech Co. Ltd.:

The company manufactures lithium ion cell batteries, suitable for use in cell phones.  Harbin has a sales force of approximately twenty-five salespersons, along with various other authorized sales agents.  The majority of Harbin’s raw materials for its batteries comes from suppliers within China.  Harbin currently has approximately 530 employees.

Assuming the completion of a future Share Exchange or related agreement involving the Company and Harbin in the future, of which there can be no assurance, the Company will supply audited and pro forma financial statements and greater disclosure regarding the operations, risks and business history of Harbin.

ITEM 5.01. CHANGE IN CONTROL OF REGISTRANT.

As a result of the Stock Purchase, described above, the majority shareholders of the Company became Huagin Zhou, Xiaojin Wang and Huakang Zhou (the “Acquirors”), who together hold approximately 1,440,000 restricted shares of our common stock, representing approximately 77.5% of our outstanding common stock.  As a result, the Acquirors will exercise voting control over the Company and will effectively be able to determine through shareholder votes, the members of our Board of Directors; who our officers will be; whether we enter into any acquisitions or mergers in the future; and the direction and business operations of the Company.

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On or about July 12, 2007, our Board of Directors increased the number of our members of the Board of Directors to two (2) and appointed David H. Smith as a Director of the Company.

David H. Smith, age 44, has served as the Senior Vice President of investment banking at American Union Securities, Inc. since April 2007.  From November 2006 until April 2007, Mr. Smith was self-employed as a financial and marketing consultant.  From November 2004 until January 2006, Mr. Smith was employed as a Vice President at Palladian Research, LLC, where he analyzed consumer stocks as a research analyst.  From October 1996 until November 2004, Mr. Smith served as an investment portfolio management, financial and marketing consultant, as well as President and Chief Executive Officer of Grayling Management Co.

Mr. Smith obtained his Bachelors Degree from the University of Delaware in Physics in 1984, his Masters Degree from the University of Delaware in Linguistics & English Literature in 1986, and his MBA from Columbia Business School in Finance and International Business in 1991.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number	Description of Exhibit
10.1*	Stock Purchase Agreement
10.2*	First Amendment to Stock Purchase Agreement

* Filed herewith.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FLEURS DE VIE, INC.

/s/ Harold A. Yount, Jr.

Harold A. Yount, Jr.

Chief Executive Officer

July 31, 2007

EX-10.1

Exhibit 10.1

Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of the 29^th day of June, 2007, by and among Harold A. Yount, Jr. and Brenda P. Yount, collectively with addresses at 205 East Roosevelt, Boerne, Texas 78006, David M. Loev with an address of 6300 West Loop South, S. 280, Houston, TX 77401 and Loev Corporate Filings, Inc. with an address of 4712 Bellview St., Bellaire, TX 77401, Harold A. Yount, Jr., Brenda P. Yount, David M. Loev, Loev Corporate Filings, Inc. shall be hereinafter collectively referred to as the "Sellers" or individually as a "Seller,” and Huaqin Zhou, Xiaojin Wang and Huakang Zhou with addresses at 18 Kimberly Court, East Hanover, NJ 07936 (hereinafter, collectively the "Purchasers" or “Purchaser”).

PRELIMINARY STATEMENTS

A. Sellers own an aggregate of 1,650,000 shares of common stock of Fleurs De Vie, Inc. (Hereinafter “Fleurs”, “FDVE” or the “Company”) and are willing to sell 1,440,000 shares of common stock of Fleurs De Vie, Inc.  (the “Common Stock”) and will retain 210,000 shares.

B. Sellers desire to sell the Common Stock to Purchasers, and Purchasers desires to purchase the Common Stock from Sellers, on the terms, provisions and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers and Purchasers do hereby agree as follows:

ARTICLE I

Purchase and Sale of the Common Stock

Section 1.01.  Purchase and Sale.  On the Closing Date and upon the terms and subject to the conditions set forth herein, the Sellers shall deliver 1,440,000 shares of FDVE’s Common Stock, as enumerated herein by their respective signatures,  to the Purchasers free and clear of all liens, and Purchasers shall purchase the Common Stock from the Sellers in accordance with Section 1.02 below.

Section 1.02.  Purchase Price.  The purchase price (the “Purchase Price”) for the Common Stock is $564,103, or $0.3917 per share and the Sellers will retain 210,000 shares of FDVE’s common stock in accordance with Section 1.04(c) below.

Section 1.03.  Time and Place of Closing.  Subject to the satisfaction or waiver of the conditions herein, the closing (the “Closing”) of the transactions contemplated by this Agreement shall take place on or before June 30, 2007 or at such time, date or place as Sellers and Purchasers may agree.

      

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Section 1.04.  Delivery of the Common Stock; Payment of Purchase Price. At Closing:

(a) the Sellers shall deliver to the Purchasers the certificate(s) representing the Common Stock, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with all taxes attributable to the transfer and sale of the Common Stock paid by the Sellers;

(b) the Purchasers shall deliver to the Sellers the Purchase Price in accordance with Section 1.02, less the deposit of $50,000.00 which has been received by the Sellers.

(c) the Sellers shall retain 210,000 shares of FDVE’s common stock, in the amounts as specified in Exhibit A attached hereto, which stock shall be subject to the Lock-up Agreement attached hereto as Exhibit B

the shares shall have a “put” option whereby the individual holders of those shares shall have the right, but not the obligation, to force FDVE, or its successor, to repurchase any portion of the shares for $1.00 (one and no/100 dollar) per share after July 1, 2008.  Sellers shall have the right, but not the obligation, to “put” these shares to the Company for a period of sixty (60) days after July 1, 2008, after which such “put” shall expire in its entirety.  In the event Sellers exercise their respective “put” options according to this paragraph, Purchasers or the Company agree to submit payment in the form of cash to individual Sellers within 5 business days after Sellers’ exercise.  In the event Sellers do not receive payment within the 5 business day period, such shall be deemed a Default of the “put” and Sellers shall have the right of pursuing payment pursuant to the put or having the Company immediately issue Seller or Sellers, on a pro-rata basis, additional shares in the Company so the total shares held by Sellers will equal to the unpaid amount of cash divided by the price of the Company’s stock on the day of the Default multiplied times 3 (three).  As an example, if shares of the Company on the day of Default close at $.50/share, the Company would issue Sellers 1,260,000 shares ($210,000.00/$.50 per share x 3).

After Closing, Alex Yount and David Loev will transfer 70,000 shares of FDVE’s common stock to Carey G. Birmingham after Closing.  Such shares will be subject to the Lock-up Agreement referenced above.

ARTICLE II

Representations and Warranties of Sellers and the Company

Subject to all of the terms, conditions and provisions of this Agreement, the Sellers and the Company hereby represent and warrant to Purchasers, as of the date hereof and as of the Closing, as follows:

Section 2.01.  Organization and Qualification.  FDVE is a Nevada corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.  FDVE has all requisite power and authority, corporate or otherwise, to own, lease and operate its assets and properties and to carry on its business as now being conducted.  The Company does not have any subsidiaries or predecessor corporations.

             

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Section 2.02.  Capitalization of The Company; Title to the Common Stock.  There are 140,000,000 shares of common stock authorized of the Company, of which approximately 1,857,000 shares of common stock are issued and outstanding, $0.001 par value per share.  There are 10,000,000 shares of preferred stock, $0.001 par value per share, authorized of the Company, of which no shares of preferred stock are issued and outstanding.  All of the outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable and are free of preemptive rights.  The Common Stock transferred by the Sellers to Purchasers will be free and clear of liens.  There are no outstanding or authorized subscriptions, options, warrants, calls, rights or other similar contracts, including rights of conversion or exchange under any outstanding debt or equity security or other contract, to which any of the Common Stock will be subject or obligating the Sellers and/or the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any other shares of capital stock of the Company or any other debt or equity securities convertible into or evidencing the right to subscribe for any such shares of capital stock or obligating the Sellers and/or the Company to grant, extend or enter into any such contract.  There are no voting trusts, proxies or other contracts to which Sellers and/or the Company are a party or are bound with respect to the voting of any shares of capital stock of the Company.  The Sellers have full legal right to sell, assign and transfer the Common Stock to Purchasers and will, upon payment for the Common Stock and delivery to Purchasers of a certificate or certificates representing the Common Stock, transfer good and indefeasible title to the Common Stock to Purchasers, free and clear of liens.

Section 2.03.  Authority.  The Sellers and the Company have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby.  The Sellers and the Company have duly and validly executed and delivered this Agreement and will, on or prior to the Closing, execute, such other documents as may be required hereunder and, assuming the due authorization, execution and delivery of this Agreement by the parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Sellers and the Company, as applicable, enforceable against the Sellers and the Company, as applicable, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.

Section 2.04.  No Conflict.  The execution and delivery by the Sellers and the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby, do not and will not, by the lapse of time, the giving of notice or otherwise:  (a) constitute a violation of any law; (b) constitute a breach or violation of any provision contained in the Articles of Incorporation or Bylaws of the Company; (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which the Sellers and/or the Company are a party; or (d) result in or require the creation of any lien upon the Common Stock.

Section 2.05.  Consents and Approvals.  No governmental approvals and no notifications, filings or registrations to or with any governmental authority or any other person is or will be necessary for the valid execution and delivery by the Sellers and/or the Company of this Agreement or the consummation of the transactions contemplated hereby or thereby, or the enforceability hereof or thereof, other than those which have been obtained or made and are in full force and effect.

             

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Section 2.06.  Litigation.  There are no claims pending or, to the knowledge of the Sellers and the Company, threatened against or affecting the Company or any of its assets and properties before or by any governmental authority or any other person.  The Sellers and the Company have no knowledge of the basis for any claim, which alone or in the aggregate:  (a) could reasonably be expected to result in any liability with respect to the Company; or (b) seeks to restrain or enjoin the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby.  There are no judgments or outstanding orders, injunctions, decrees, stipulations or awards against the Company or any of its assets and properties.

Section 2.07.  Brokers, Finders and Financial Advisors.  Sellers and Purchasers agree and acknowledge that the Sellers will be responsible for a fee not to exceed $40,000.00 (forty thousand and no/100 dollars) to be paid to Anna Krimshtein pursuant to a Commission Agreement attached hereto as Exhibit C, and which will be paid at Closing.

Section 2.08.  Disclosure.  To the best of the Sellers’ and the Company’s knowledge, the schedules, documents, exhibits, reports, certificates and other written statements and information furnished by or on behalf of Sellers and/or the Company to the Purchasers do not contain any material misstatement of fact or omit any material facts.  Sellers and the Company have not withheld any fact known to them which has or is reasonably likely to have a material adverse effect with respect to the Company.

Section 2.09.  Ownership.  The Sellers represent and warrant that Sellers own 1,650,000 shares of common stock of the Company, 1,440,000 shares of which that are subject to this Agreement.

ARTICLE III

Representations and Warranties of Purchasers

Subject to all of the terms, conditions and provisions of this Agreement, Purchasers hereby represent and warrant to the Sellers, as of the date hereof and as of the Closing, as follows:

Section 3.01.  Authority.  Purchasers have all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby.  Purchasers has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto and thereto, this Agreement constitutes the legal, valid and binding obligation of Purchasers, enforceable against Purchasers in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general equitable principles.

Section 3.02.  No Conflict.  The execution and delivery by Purchasers of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise:  (a) constitute a violation of any law; or

     

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(b) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which Purchasers is a party or by which Purchasers is bound or affected.

Section 3.03.  Consents and Approvals. No governmental approvals and no notifications, filings or registrations to or with any governmental authority or any other person is or will be necessary for the valid execution and delivery by Purchasers of this Agreement and the closing documents to which it is a party, or the consummation of the transactions contemplated hereby or thereby, or the enforceability hereof or thereof, other than those which have been obtained or made and are in full force and effect.

Section 3.04.  Litigation.  There are no claims pending or, to the knowledge of Purchasers, threatened, and Purchasers has no knowledge of the basis for any claim, which either alone or in the aggregate, seeks to restrain or enjoin the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby or thereby.  There are no judgments or outstanding orders, injunctions, decrees, stipulations or awards against Purchasers which prohibits or restricts, or could reasonably be expected to result in any delay of, the consummation of the transactions contemplated by this Agreement.

Section 3.05.  Brokers, Finders and Financial Advisors.   No broker, finder or financial advisor has acted for Purchasers in connection with this Agreement or the transactions contemplated hereby or thereby, and no broker, finder or financial advisor is entitled to any broker’s, finder’s or financial advisor’s fee or other commission in respect thereof based in any way on any contract with Purchasers.

ARTICLE IV

Covenants

Section 4.01 No Reverse Stock Split or Dilution.  Purchasers hereby covenant and consent, which consent shall survive closing and be acknowledged by Purchasers’ assigns, if any, that the Company’s shares will not be diluted for a period of 1 (one) year after   a Business Combination involving the Company.  “Business Combination” shall be defined herein as any form of equity financing, debt financing, licensing, merger, acquisition, combination and/or consolidation involving the Company and any third party.  Furthermore, Purchasers agree not to effectuate a reverse stock split for 12 months after Closing.

Section 4.01.  Further Assurances.  Sellers, the Company and Purchasers agree that, from time to time, whether before, at or after the Closing, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect or evidence the transfer to the Purchasers of the Common Stock held by or in the name of the Sellers.

Section 4.02.  Conduct of Business.  Except as otherwise contemplated by this Agreement, after the date hereof and prior to the Closing or earlier termination of this Agreement, unless Purchasers shall otherwise agree in writing, the Company shall

      

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(a)           not take or perform any act or refrain from taking or performing any act which would have resulted in a breach of the representations and warranties set forth in Article II;

(b)           not enter into any agreement, or extend an existing agreement that will survive after the Closing;

(c)           not sell, pledge, lease, license or otherwise transfer any of their assets or properties or make any payments or distributions to the Company or any of its affiliates; and

(d)           not make any payments or distributions of assets or properties to the Company or its shareholders.

Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations.

Section 4.03.  Public Announcements.  Except as required by law, without the prior written approval of the other party, neither Sellers, the Company nor Purchasers will issue, or permit any agent or affiliate thereof to issue, any press release or otherwise make or permit any agent or affiliate thereof to make, any public statement or announcement with respect to this Agreement or the transactions contemplated hereby and thereby.

ARTICLE V

Conditions

Section 5.01.  Conditions to Obligations of each of the Parties.  The respective obligations of each party to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing of the following conditions: (a) no preliminary or permanent injunction or other order, decree or ruling which prevents the consummation of the transactions contemplated by this Agreement shall have been issued and remain in effect; (b) no claim shall have been asserted, threatened or commenced and no law shall have been enacted, promulgated or issued which would reasonably be expected to (i) prohibit the purchase of, payment for or retention of the Common Stock by Purchasers or the consummation of the transactions contemplated by this Agreement or (ii) make the consummation of any such transactions illegal; and (c) all approvals legally required for the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect at the Closing.

Section 5.02.  Conditions to Obligations of Sellers.  The obligations of Sellers to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions, except as Sellers may waive in writing: (a) Purchasers shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; (b) the representations and warranties of Purchasers in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing; and (c) the simultaneous purchase and delivery of 105,000 free trading shares from BFP Texas, Ltd., Gwen Carden, Lisa Rhoades and Cynthia Porter to Huaqin Zhou.

      

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Section 5.03.  Conditions to Obligations of Purchasers.  The obligations of Purchasers to consummate the transactions contemplated hereby shall be subject to the fulfillment at or prior to Closing of the following additional conditions, except as Purchasers may waive in writing: (a) the Sellers and the Company shall have complied with and performed in all material respects all of the terms, covenants, agreements and conditions contained in this Agreement which are required to be complied with and performed on or prior to Closing; and (b) the representations and warranties of Sellers and the Company in this Agreement shall have been true and correct on the date hereof or thereof, as applicable, and such representations and warranties shall be true and correct on and at the Closing (except those, if any, expressly stated to be true and correct at an earlier date), with the same force and effect as though such representations and warranties had been made on and at the Closing.

ARTICLE VI

Indemnification

Section 6.01.  Indemnification of Sellers.  Subject to the terms and conditions of this Article VI, Purchasers agrees to indemnify, defend and hold harmless Sellers, from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against, arising out of or resulting from, directly or indirectly:

(a)           the inaccuracy of any representation or breach of any warranty of Purchasers contained in or made pursuant to this Agreement which was not disclosed to Sellers in writing prior to the Closing; provided that no such notification shall be deemed to waive or abrogate any right of Sellers with respect to conditions to Closing in Section 5.02;

(b)           the breach of any covenant or agreement of Purchasers contained in this Agreement; or

(c)           any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of Purchasers in connection with this Agreement;

provided, however, that Purchasers shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Sellers, of any of its obligations under this Agreement or from Sellers’s gross negligence, fraud or willful misconduct.

Section 6.02.  Indemnification of Purchasers.  Subject to the terms and conditions of this Article VI, from and after the Closing, Sellers, agrees to indemnify, defend and hold harmless the Purchasers, their respective affiliates, their respective present and former directors, officers, shareholders, employees and agents and its respective heirs, executors, administrators, successors and assigns (the “Purchaser’s Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against any Purchaser’s Indemnified Person, arising out of or resulting from, directly or indirectly:

       

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(a)           the inaccuracy of any representation or breach of any warranty of the Sellers or the Company contained in or made pursuant to this Agreement which was not disclosed to Purchasers in writing prior to the Closing; provided that no such notification shall be deemed to waive or abrogate any right of Purchasers with respect to conditions to Closing in Section 5.03;

(b)           the breach of any covenant or agreement of Sellers or the Company contained in this Agreement;

(c)           the conduct of the business of the Company prior to the Closing; or

(d)           any claim to fees or costs for alleged services rendered by a broker, agent, finder or other person claiming to act in a similar capacity at the request of the Sellers in connection with this Agreement;

provided, however, that Sellers and the Company shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by Purchasers of its obligations under this Agreement or from a Purchasers Indemnified Person’s gross negligence, fraud or willful misconduct.

Section 6.03.  Indemnification of Purchasers and Sellers by Brokers, Finders and Financial Advisors.  Except for Anna Krimshtein, who referenced in Section 2.07, above, it shall be conclusively presumed that Purchaser has not had any broker, finder or financial advisor representing Purchaser directly or indirectly in connection with this Agreement, and Sellers shall not have any liability to any broker, finder or financial advisor claiming by, through or under Purchaser.  Furthermore, Purchaser specifically indemnifies Sellers from any and all such expenses except as provided herein.  Sellers hereby indemnify Purchasers from and against any claim of any broker, finder or financial advisor by, through or under Sellers.

ARTICLE VII

Miscellaneous

Section 7.01.  Notices.  Any and all notices, requests or other communications hereunder shall be given in writing and delivered by: (a) regular, overnight or registered or certified mail (return receipt requested), with first class postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight courier service, to the parties at the following addresses or facsimile numbers:

(i) if to Sellers, to:	Fleurs De Vie, Inc.
Attn: Harold A. Yount, Jr.
	206 East Roosevelt
	Boerne, TX 78006
	(830) 249-1679
	(830) 249-1260 – FAX
	email: fleurs@gvtc.com

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With copies to:	David M. Loev
	The Loev Law Firm, PC
	6300 West Loop South, S. 280
	Bellaire, TX 77401
	(713) 524-4110
	(713) 524-4122 – FAX
	email: dloev@loevlaw.com
(ii) if to Purchasers, to:	Huakang Zhou
	18 Kimberly Court
	East Hannover, NJ 07936
	(973) 462-8777
	(973) 966-8870 – FAX
	email: dzhou@warnercorp.com
With copies to:	Anna Krimshtein
	1000 Lincoln Road, S. 208
	Miami Beach, FL 33139
	(305) 673-0350
	(305) 673-0260 – FAX
	email: anna@wandklaw.com

or at such other address or number as shall be designated by either of the parties in a notice to the other party given in accordance with this Section 7.01.  Except as otherwise provided in this Agreement, all such communications shall be deemed to have been duly given: (A) in the case of a notice sent by regular or registered or certified mail, three business days after it is duly deposited in the mails; (B) in the case of a notice delivered by hand, when personally delivered; (C) in the case of a notice sent by facsimile, upon transmission subject to telephone confirmation of receipt; and (D) in the case of a notice sent by overnight mail or overnight courier service, the next business day after such notice is mailed or delivered to such courier, in each case given or addressed as aforesaid.

Section 7.02.  Benefit and Burden.  This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their successors and permitted assigns.

Section 7.03.  No Third Party Rights.  Nothing in this Agreement shall be deemed to create any right in any creditor or other person not a party hereto (other than the Purchaser’s Indemnified Persons) and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party (other than the Purchaser’s Indemnified Persons).

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Section 7.04.  Amendments and Waiver.  No amendment, modification, restatement or supplement of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.  No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom that waiver is sought to be enforced.

Section 7.05.  Counterparts.  This Agreement may be executed in counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same agreement.

Section 7.06.  Captions and Headings.  The captions and headings contained in this Agreement are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof if any question of intent should arise.

Section 7.07.  Construction.  The parties acknowledge that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review this Agreement with its legal counsel and that this Agreement shall be construed as if jointly drafted by the parties hereto.

Section 7.08.  Severability.  Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

Section 7.09.  Remedies.  The parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate.  As such, the parties agree that if either party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then the other party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such party might be entitled.

Section 7.10.  Applicable Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

Section 7.11.  Submission to Jurisdiction.  Each of the parties hereby: (a) irrevocably submits to the non-exclusive personal jurisdiction of any New York court, over any claim arising out of or relating to this Agreement and irrevocably agrees that all such claims may be heard and determined in such New York court; and (b) irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue in any proceeding brought in a New York court.

       

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        Stock Purchase Agreement   

      

Section 7.12.  Expenses; Prevailing Party Costs.  The Sellers, the Company, and Purchasers shall pay their own expenses incident to this Agreement and the transactions contemplated hereby and thereby, including all legal and accounting fees and disbursements, and Sellers shall be solely liable for any and all expenses of the Sellers and/or the Company which are incident to this Agreement and the transactions contemplated hereby and thereby (other than customary general, administrative and overhead expenses incurred in the ordinary course of business).  Notwithstanding anything contained herein or therein to the contrary, if any party commences an action against another party to enforce any of the terms, covenants, conditions or provisions of this Agreement, or because of a breach by a party of its obligations under this Agreement, the prevailing party in any such action shall be entitled to recover its losses, including reasonable attorneys’ fees, incurred in connection with the prosecution or defense of such action, from the losing party.

Section 7.13.  Entire Agreement.  This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the parties, whether written, oral or otherwise.

Section 7.14.  Faxed Signatures.  For purposes of this Agreement, a faxed signature shall constitute an original signature.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

“SELLERS”

Harold A. Yount, Jr.

/s/ Harold A. Yount, Jr.

Number of shares Delivered at Closing:  385,455

Brenda P. Yount

/s/ Brenda P. Yount

Number of shares Delivered at Closing:  400,000

David M. Loev

/s/ David M. Loev

Number of shares Delivered at Closing:  604,545

Page 11 of 15

        Stock Purchase Agreement   

Loev Corporate Filings, Inc.

Its: President

/s/ Hannah M. Loev

Number of shares Delivered at Closing:  50,000

“THE COMPANY”

Fleurs De Vie, Inc.

/s/ Harold A. Yount, Jr.

Chief Executive Officer

“PURCHASERS”

Huaqin Zhou

/s/ Huaqin Zhou

Xiaojin Wang

/s/ Xiaojin Wang

Huakang Zhou

/s/ Huakang Zhou

        Page 12 of 15    

        Stock Purchase Agreement   

 

EXHIBIT A

NAME	COMMON SHARES TO BE RETAINED AT CLOSING
Harold A. Yount, Jr.	114,545
David M. Loev	95,455
TOTAL	210,000

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        Stock Purchase Agreement      

EXHIBIT B

Lock-up Agreement 

 

        Page 14 of 15    

        Stock Purchase Agreement   

EXHIBIT C

Commission Agreement

        Page 15 of 15    

        Stock Purchase Agreement  

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS FIRST AMENDMENT to the Stock Purchase Agreement (the "First Amendment") is made effective as of the 30^th day of July, 2007 by and between (Harold A. Yount, Jr. and Brenda P. Yount, collectively with addresses at 205 East Roosevelt, Boerne, Texas 78006, David M. Loev with an address of 6300 West Loop South, S. 280, Houston, TX 77401 and Loev Corporate Filings, Inc. with an address of 4712 Bellview St., Bellaire, TX 77401, Harold A. Yount, Jr., Brenda P. Yount, David M. Loev, Loev Corporate Filings, Inc. shall be hereinafter collectively referred to as the "Sellers" or individually as a "Seller,” and Huaqin Zhou, Xiaojin Wang and Huakang Zhou with addresses at 18 Kimberly Court, East Hanover, NJ 07936 (hereinafter, collectively the "Purchasers" or “Purchaser”).

WI TNESSETH

WHEREAS, the original Stock Purchase Agreement was executed on June 29, 2007 (the “Original Agreement”).

WHEREAS, the parties desire to amend the Original Agreement to provide for additional services to be provided by Harold A. Yount after Closing.

NOW THEREFORE, in consideration of the foregoing representations and for other good and valuable consideration, the receipt and legal sufficiency of which is acknowledged, the parties hereto, intending to be legally bound, do hereby agree to amend the Original Agreement as follows:

1. Unless provided otherwise, all defined terms used in this First Amendment shall have the meanings ascribed to them in the Original Agreement.

2. Article V is hereby amended by adding Article 5.4.  Article 5.4 will state:

Services to be Performed by Harold A. Yount, Jr.  The Parties hereby agree that the Harold A. Yount, the current Member of the Board of Directors and officer of the Company, shall continue, for a period of three (3) months from the date hereof and for such further period as all parties may hereafter agree (the “Service Period”), to do all of the following:

(a) Harold A. Yount shall retain his current positions as sole officer and director of the Company for so long as the Purchaser may request through the end of the Service Period; and

(b) As of the effective date of this First Amendment to Stock Purchase Agreement, Harold A. Yount shall continue to prepare and file all reports required to be filed by the Company pursuant to the Securities Act  of 1934 (the “Exchange Act”), for so long as the Purchaser may request through the end of the Service Period; and

(c) Harold A. Yount shall provide such additional assistance with the business and affairs of the Company through the Service Period as Purchaser or the Company may hereafter request from time to time during the term of this First Amendment.

            Compensation for Services Rendered.  In consideration of the several services to be provided to the Company hereunder, the Seller shall be entitled to receive an amount equal to Two Thousand Dollars ($2,000) per month (prorated for any partial month in which services may be rendered hereunder).

3. All other provisions of the Original Agreement not expressly amended by this First Amendment shall remain in full force and effect; however, any such other provision of the Original Agreement shall be amended or construed in such manner as to give effect to this First Amendment.

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed by their duly authorized officers on the date first above written.

	“SELLERS”
	/s/ Harold A. Yount, Jr.
	Harold A. Yount, Jr.
	/s/ Brenda P. Yount
	Brenda P. Yount
	/s/ David M. Loev
	David M. Loev
\
	Loev Corporate Filings, Inc.
	By: /s/ Hannah M. Loev
	Name: Hannah M. Loev
	Title: President
	“THE COMPANY”
	Fleurs De Vie, Inc.
	/s/ Harold A. Yount, Jr.
	Chief Executive Officer

“PURCHASERS”

/s/ Huaqin Zhou

Huaqin Zhou

/s/ Xiaojin Wang

Xiaojin Wang

/s/ Huakang Zhou

Huakang Zhou