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As filed with the Securities and Exchange Commission on July 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

FLO CORPORATION

(Exact name of registrant as specified in its charter)

14000 Thunderbolt Place, Building R,

Chantilly, Virginia 20151

(724) 925-8383

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William M. Lutz

FLO Corporation

14000 Thunderbolt Place, Building R,

Chantilly, Virginia 20151

(724) 925-8383

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

W. Michael Hutchings, Esq.

Byron W. Dailey, Esq.

DLA Piper US LLP

701 Fifth Avenue, Suite 7000

Seattle, Washington 98104

(206) 839-4800

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the 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 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. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

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SUBJECT TO COMPLETION, DATED JULY 11, 2008

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

29,913,288 Shares

Registered Traveler Solutions

FLO Corporation

Common Stock

This prospectus relates to the resale, by the selling stockholders identified in this prospectus, of up to 29,913,288 shares of common stock that we may issue to the selling stockholders upon their exercise of warrants. We issued the warrants to the selling stockholders in April and May 2008 in connection with (i) a private placement to accredited investors in which we issued approximately $7.1 million in principal amount of our 12% senior convertible notes due 2010 together with warrants to purchase up to 16,053,592 shares of our common stock, and (ii) an exchange of all of our previously outstanding shares of Series A preferred stock for shares of Series B preferred stock or common stock together with warrants to purchase up to 14,203,224 shares of our common stock.

After we issue shares of common stock included in this prospectus pursuant to a selling stockholder’s exercise of the warrant pursuant to which the shares are issuable, that selling stockholder may offer and resell from time to time such shares for its own account, at prevailing market prices or pursuant to negotiated transactions. We will not receive any of the proceeds from any sale of these shares, but we will receive the exercise price of the warrants if the warrants are exercised for cash. We will bear all expenses of registration incurred in connection with this offering, but selling stockholders will bear all selling and other expenses.

Our common stock is quoted on the OTC Bulletin Board, or OTCBB, under the symbol “FLRP.” On July 8, 2008, the last sale price of our common stock as reported on the OTCBB was $0.20 per share.

Investing in our common stock is highly speculative and involves a high degree of risk. You should consider carefully the risks and uncertainties in the section entitled “Risk Factors” beginning on page 6 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is July 11, 2008.

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You may rely only on the information contained in this prospectus. We have not authorized anyone to provide information or to make representations not contained in this prospectus. This prospectus is neither an offer to sell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, nor is it an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful. Neither the delivery of this prospectus, nor any sale made under this prospectus, means that the information contained in this prospectus is correct as of any time after the date of this prospectus.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus before purchasing our common stock. If any of the following events were to occur, our business, financial condition or results of operations could be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you could lose some or all of your investment. Additional risks and uncertainties not currently known to us or that we currently believe to be immaterial could also materially and adversely affect our business, financial condition, operating results and/or cash flow.

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Since our inception through March 31, 2008, we have accumulated net losses of approximately $17.1 million and have continued to accumulate net losses since March 31, 2008. During the period when we operated as a division and wholly-owned subsidiary of Saflink, our operations were financed through contributed capital from Saflink. During the three months ended March 31, 2008, we financed our operations primarily from the cash and cash equivalents and working capital as of December 31, 2007, which resulted from proceeds of the issuance of debt and equity securities during 2007. In the quarter ended March 31, 2008, our average monthly negative cash flow from operating and investing activities was approximately $200,000, and we anticipate that such negative cash flows may increase materially as we expand our Registered Traveler business. We expect to incur substantial transaction and restructuring charges as we integrate the rtGO solution, which we acquired from Unisys Corporation, or Unisys, in May 2008, with our solution, and there may be additional unanticipated costs that are not fully offset by revenue recognized through the sale of our smart cards. Due to our recurring losses from operations and net capital deficiency, our auditors have found that there is substantial doubt about our ability to continue as a going concern.

We may not obtain necessary additional financing for our operations.

We do not expect that our cash on hand and cash generated from operations will be adequate to sustain our business operations for the next twelve months. We believe that our currently available funds will only be sufficient to meet our anticipated cash needs through the end of 2008. We will need to raise additional funds through a combination of the issuance of equity or debt securities, revenues from operations or other sources of financing in the near future. However, we do not have a credit line or other borrowing facility to fund our operations and we do not currently have any arrangements in place for future financings and may not be able to secure sufficient financing on favorable terms, or at all. Our failure to raise sufficient funds to support our operations would harm our financial condition and future prospects and could cause us to reduce the scope of or discontinue our operations. In addition, any future equity or convertible debt financing will likely cause immediate and substantial dilution to new and existing stockholders.

Our business may never generate sufficient revenue to cover our operating expenses.

The revenues generated from our Registered Traveler business to date have not been material, and, consequently, we have incurred net losses and negative cash flows since inception. We may never be able to generate adequate revenues from our Registered Traveler business to cover our operating expenses or achieve profitability. If we are not able to generate significant revenues from our Registered Traveler business, or if we incur substantial additional expenses related to our Registered Traveler business before we earn associated revenues, we may not have adequate resources to continue to operate or to compete effectively in the Registered Traveler marketplace.

We cannot provide meaningful historical information that you can use to evaluate our business and potential for future success.

We are a newly-organized entity that, until January 2008, was a subsidiary of Saflink Corporation, or Saflink (now known as IdentiPHI, Inc.). FLO Corporation itself has a very limited operating history that

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commenced in March 2007, and there is very limited financial information that can be used reliably to evaluate our business and prospects. Although our senior management founded, developed and oversaw the Registered Traveler business of Saflink that we acquired, that business has a limited operating history and there is no meaningful historical operating or financial information about us or that business that you can use to evaluate our business and prospects. You must consider the risks and uncertainties frequently encountered by new or early-stage businesses in rapidly evolving markets. We may incur significant operating losses and generate negative cash flow from operating activities. We may be unable ever to generate an overall profit or to reach profitability on a sustained basis.

We may not be able to integrate the Unisys rtGO solution in a timely manner.

We completed our acquisition of certain assets related to Unisys’s rtGO Registered Traveler business on May 8, 2008. We expect to incur substantial transaction and restructuring charges as we integrate the rtGO solution with our solution, and there may be additional unanticipated costs. The integration of any acquisition involves numerous risks, including, among others, difficulties in assimilating operations and products, diversion of management’s time and attention from other business concerns, potential exposure to unknown or contingent liabilities and possible loss of significant numbers of customers or impairment of relationships. We may not achieve the expected benefits of the transaction in the near term, or at all. Our failure to successfully, timely integrate the Unisys rtGO solution with our business could harm our business and future prospects. Even if we are successful in integrating the Unisys rtGO solution with our business, the costs we incur in doing so could significantly harm our business, financial condition and future prospects.

We may not be able to continue to meet the TSA’s requirements to offer Registered Traveler services.

The US Transportation Security Administration, or the TSA, has stated that it will ensure that Registered Traveler vendors who provide Registered Traveler services to airports, airlines, and the public have met its program requirements. In turn, airports and airlines may partner for Registered Traveler program operations only with TSA-approved Registered Traveler vendors. The Registered Traveler program is an emerging area for which laws and regulations may change, approval as a Registered Traveler service provider is currently subject to application and renewal processes, and the TSA may not continue to recognize us as an approved Registered Traveler service provider. If we become ineligible to participate in the Registered Traveler program as a TSA-approved service provider for any reason, our business will be severely impacted.

The Registered Traveler program may not be accepted by consumers and businesses as a viable retail offering.

Because we believe our principal source of revenue will be a portion of the annual fees travelers will pay to participate in the Registered Traveler program, our success will depend largely on the expansion of markets for Registered Traveler related products domestically and internationally. The Registered Traveler market is new and unproven and our ability to generate revenues will depend on the size of the market and the market’s acceptance of our products and services. We cannot accurately predict the future growth of this industry or the ultimate size of the Registered Traveler market.

The program may not achieve wide acceptance by airports, airlines and travelers for a number of reasons, including that the Registered Traveler program may not:

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In addition, the current concerns and frustration of travelers over the increased difficulty of air travel may decline and businesses may not wish to invest in technology like our solution that uses biological identifiers to secure and simplify the security screening process. Because we are targeting the Registered Traveler program to grow our business, a failure to accept or a decline in the use of the Registered Traveler program will severely harm our business.

Declines or disruptions in the travel industry, including those caused by general economic downturns, may negatively impact our revenues and seriously harm our business.

Our revenues may increase or decrease with the level of travel activity. Travel-related accidents, bad weather and increased fuel prices, which make travel more expensive or more difficult, may reduce demand for travel services. Negative economic conditions may also decrease demand for travel services. A decrease in demand for travel services could impact our revenues and adversely affect our results of operations. If such a decrease continued for a long period of time, our financial condition could be significantly harmed.

We may not be able to establish and maintain strategic relationships with travel services, technology, and other companies, or our current relationships with these companies may weaken.

Our business will depend on our ability to establish and maintain strategic relationships with credentialing, security, access control, travel services, political lobbying, and corporate and consumer marketing companies. Many of our strategic relationships currently consist of non-binding letters of understanding that contemplate future agreements that would contain specific obligations of the respective parties and would set forth the financial terms of the relationships. We may not be able to establish such future agreements on terms that are satisfactory to us or at all, and any arrangements that we enter into may not result in the type of collaborative relationship with the third party that we are seeking. Further, these third parties may not regard their relationship with us as important to their own business operations and may not perform their obligations as agreed. If we are unable to establish and maintain satisfactory strategic relationships, our ability to implement a Registered Traveler solution may be significantly impaired and our financial condition adversely effected.

We may not be able to negotiate arrangements with strategic partners that provide us with an acceptable portion of the annual fees travelers pay to participate in the Registered Traveler program.

We believe our principal source of revenue will be a portion of the annual fees individual travelers enrolling with us will pay to participate in the Registered Traveler program. We anticipate that the annual fee will be approximately between $100 to $500, depending on the membership tier and associated benefits chosen by the traveler. The TSA’s portion of the Registered Traveler program, which covers the cost of the TSA’s security threat assessment, is currently $28 per year. Following the deduction of TSA’s portion of the annual fee from our anticipated annual fee, we would receive approximately $72 per traveler. We will pay various strategic partners portions of that fee for services they provide, including the registration and enrollment of travelers, the issuance of smart cards and related customer service. If we are unable to negotiate arrangements with these strategic partners that provide us with an acceptable portion of the annual fees travelers pay to participate in the Registered Traveler program, our financial results, future prospects and ability to generate revenues could be harmed.

We may not be able to compete successfully in the Registered Traveler market against current and potential competitors.

We face intense competition in both the Registered Traveler and travel services markets. Our primary competitors include Verified Identity Pass, Inc. and Vigilant Solutions. Many of our competitors have longer operating histories, greater name recognition and substantially greater financial, technical and marketing resources than we have. For instance, Verified Identity currently operates its Registered Traveler program at multiple U.S. airports. Although we recently completed our acquisition of Unisys’s rtGO Registered Traveler business, we have not yet integrated the rtGO solution with our solution and we may not be able to compete

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effectively with these competitors. In addition, as the market evolves there may be smaller competitors that can respond more rapidly to changes in the market. Our competitors may also be able to adapt more quickly to new or emerging technologies and standards or changes in customer requirements or devote greater resources to the promotion and sale of their products. Furthermore, we may face competition from airlines that offer expedited security lanes for first-class fliers, for elite fliers who travel a minimum number of miles annually, or under other incentive programs. If we are unable to compete successfully with existing and potential competitors in the Registered Traveler market, our ability to implement our Registered Traveler solution and our business will suffer.

We may not be able to compete successfully with other expedited security lane programs.

We may face competition from airlines that offer expedited security lanes for first-class fliers, for elite fliers who travel a minimum number of miles annually, or under other incentive programs. For instance, Northwest Airlines offers express security checkpoint services to its elite WorldPerks members at 20 airports. Several other airlines have offered similar programs to their elite fliers. While the Registered Traveler program is intended to identify passengers who pose a minimal security risk and then to provide those passengers with access to faster and simpler processing at airport security checkpoints, many travelers may not perceive a significant benefit to becoming a registered traveler if airlines can expedite them through security lanes quickly. In addition, while we believe the target market for our solution is a broader group of business travelers, airlines may appeal to such travelers by offering expedited security lanes to a broad group of executive-class, business-class, or certain economy-class fliers. Similarly, the TSA has recently instituted self-select lanes, also known as “black diamond lanes,” at a limited number of airports in an effort to help speed travelers through security lanes. Self-select lanes are comprised of a series of lanes designated by signage that directs passengers based on their travel needs and knowledge. Participation in self-select lanes is voluntary and free of charge to the traveler. If the Registered Traveler program is unable to distinguish itself from the expedited security lanes that airlines may provide or the TSA’s self-select lanes, our business, results of operation and financial condition could be materially impacted.

We may be unable to keep up with rapid technological change in the biometric technology, smart card, and Registered Traveler markets.

Our future success will depend upon our ability to keep pace with the developing Registered Traveler market and to integrate new technology into our Registered Traveler solution and introduce new products and product enhancements to address the changing needs of the marketplace. Various technical problems and resource constraints may impede the development, production, distribution and marketing of our Registered Traveler products and services. More advanced or alternate technology employed by competitors and unavailable to us could give our competitors a significant advantage. It is possible that products and services developed by our competitors will significantly limit the potential market for our Registered Traveler products and services or render our products and services obsolete.

Government regulation and legal uncertainties associated with the Registered Traveler program could hurt our business and future prospects.

The Registered Traveler program is currently subject to oversight by the TSA. The TSA requires that Registered Traveler solutions be interoperable among participating airports and air carriers. Numerous U.S. airports are participating in the Registered Traveler Interoperability Consortium, or RTIC, which is working to establish common technical and business processes required for a national Registered Traveler Program. However, not all such processes have been established yet, resulting in uncertainty regarding the implementation of interoperability usage. Any technical or business processes or practices established by RTIC may impose additional burdens on us. In addition, although private industry has been tasked with the responsibility of crafting specifications and guidelines for this program, it is possible that a number of laws and regulations may be adopted with respect to Registered Traveler, covering issues such as user privacy, pricing, and characteristics and quality of products and services. Furthermore, the growth and development of the market

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for Registered Traveler may prompt calls for more stringent consumer protection laws that may impose additional burdens on those companies conducting business in this space. Any such new legislation or regulation, or the application of laws or regulations from jurisdictions whose laws do not currently apply to our business, could have a material adverse effect on our business, results of operations and financial condition.

We may be unsuccessful in protecting, or incur significant costs in defending, our intellectual property and other proprietary rights.

Our success depends, in large part, on our ability to protect our intellectual property and other proprietary rights. We rely primarily on trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. However, our technology is not patented, we do not currently intend to seek patents for any of our technology and in the future we may be unable or may not seek to obtain patent protection for our technology. Moreover, existing U.S. legal standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages and may be challenged by third parties. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property or otherwise gaining access to our technology. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products or otherwise obtain and use our intellectual property. Moreover, many of our employees have access to our trade secrets and other intellectual property. Although we have entered into non-disclosure and non-competition agreements with all of our employees, if one or more of these employees leave us to work for one of our competitors, then they might disseminate this proprietary information, which may as a result damage our competitive position. If we fail to protect our intellectual property and other proprietary rights, then our business, results of operations or financial condition could be materially harmed.

The failure of our network infrastructure could result in unanticipated expenses and prevent users from effectively utilizing our services.

Our success will depend upon the capacity, reliability and security of our network infrastructure. We must continue to expand and adapt our network infrastructure as the number of users and the amount of information at risk increases, and to meet changing customer requirements. The expansion and adaptation of our network infrastructure will require substantial financial, operational and management resources. We may be unable to expand or adapt our infrastructure to meet additional demand or our customers’ changing requirements on a timely basis, at a commercially reasonable cost, or at all. If we fail to expand our network infrastructure on a timely basis or adapt it either to changing customer requirements or to evolving industry standards, our business could be significantly impacted.

In addition, our operations depend on our ability to protect our network infrastructure against damage from fire, earthquakes, floods, mudslides, power loss, telecommunications failures and similar events. Despite our precautions, the occurrence of a natural disaster or other unanticipated problem at our network operations center or co-location centers (sites at which we will locate routers, switches and other computer equipment which make up the backbone of our network infrastructure) could cause interruptions in our services. The failure of our telecommunications providers to provide our required data communications capacity as a result of a natural disaster, of operational disruption or for any other reason could also cause interruptions in our services. Any damage or failure that causes interruptions in our operations could have a material adverse effect on our business, financial condition and results of operations.

Any compromises of the security measures we use to protect the highly sensitive biometric and other information we collect could be catastrophic to our business.

In addition to financial and biographic information, we will collect highly sensitive biometric information, such as fingerprints and iris scans, from participating travelers. We will rely on encryption and authentication technology to provide secure transmission of confidential information, but these security measures may be

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compromised or the confidential information may be stolen or unintentionally disclosed by us or other parties. The failure to prevent theft or unintended disclosures of confidential information or compromises of our security may disrupt our business, damage our reputation and expose us to litigation and liability. A party that is able to circumvent our security measures could misappropriate sensitive or proprietary information or materials, interrupt our systems, or otherwise damage our reputation or the property of our customers. If unauthorized parties obtain sensitive data and information, or create bugs or viruses or otherwise sabotage the functionality of our systems or products, we may receive negative publicity, incur liability to our customers or suffer termination of client contracts. We may be required to expend significant capital and other resources to protect ourselves against the threat of security breaches or to alleviate problems caused by these breaches. Protective or remedial measures may not be available at a reasonable price or at all, or may not be entirely effective if commenced. We expect to obtain errors and omissions and professional liability insurance in part to address these risks, but we have not yet obtained such coverage and it may be insufficient to cover losses and liabilities that may result from theft or unintended disclosures of confidential information or security breaches. If any such theft or unintended disclosure of confidential information or compromise of our security were to occur, it could have a material adverse effect on our business, results of operations and financial condition.

We may not be able to find attractive acquisition candidates as part of our growth strategy and, even if we do, we may not be able to integrate acquired companies.

We have recently completed our acquisition of certain assets related to Unisys’s rtGO Registered Traveler business. However, in order to expand our Registered Traveler product offerings, we may need to acquire additional businesses, assets or securities of companies that we believe would provide a strategic fit with our business, such as companies involved in screening, remote check in, offsite baggage handling, and credentialing. We may not be able to identify acquisition targets and, if identified, we may not be able to complete transactions with these targets. Any business we acquire would need to be integrated with our existing operations. In addition, we could incur unknown or contingent liabilities of acquired companies. Difficulties in integrating the operations and personnel of any acquired businesses, including the rtGO business, could disrupt our business operations, divert management’s time and attention and impair relationships with and risk the possible loss of key employees and significant numbers of customers of the acquired business. Our failure to identify acquisition targets or to manage the integration of any acquisition could disrupt our business operations and harm our financial condition.

We are dependent on a small number of individuals.

Much of our future success depends on the continued service and availability of our senior management and other members of our executive team. These individuals have acquired specialized knowledge and skills with regards to the Registered Traveler industry. The loss of any of these individuals could severely harm our business. Our business is also highly dependent on our ability to retain, hire and motivate talented, highly skilled personnel. Experienced personnel in the Registered Traveler industry are in high demand and competition for their talents is intense. If we are unable to successfully attract, retain and motivate key personnel, our business may be severely harmed.

The interests of our significant stockholders may be different than your interests.

SXJE LLC owns approximately 20.91% of our outstanding voting securities. Entities affiliated with Enable Capital, LLC together own approximately 14.28% of our outstanding voting securities. Lyrical Opportunity Partners II LP and its affiliate Lyrical Opportunity Partners II Ltd (together “Lyrical “) together own approximately 13.38% of our outstanding voting securities. In addition, any of Midsummer Ventures, LP, Vicis Capital Master Fund, Forum Partners, International RAM Associates, LLC, Melleos Onshore Fund LLC and entities affiliated with Soundpost Partners, LP could acquire significant holdings of our voting securities through the exercise of warrants held by them (all of which have exercise prices above the market price for our common stock of $0.20 as of July 8, 2008) or the conversion of senior convertible notes or shares of Series B preferred stock held by them. The interests of these stockholders may be different than your interests.

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Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid.

There could be significant volatility in the volume and market price of our common stock, and this volatility may continue in the future. Our common stock is listed on the OTCBB and there is a greater chance for market volatility for securities that trade on the OTCBB as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of “bid” and “ask” quotations and generally lower trading volume. In addition, the trading prices of our common stock could be subject to significant fluctuations in response to, among other factors, variations in operating results, developments in the industries in which we do business, general economic conditions, changes in securities analysts’ recommendations regarding our securities and our performance relative to securities analysts’ expectation for any quarterly period. Such volatility may adversely affect the market price of the common stock.

A significant number of shares of our common stock are or will be eligible for sale in the open market, which could reduce the market price for our common stock and make it difficult for us to raise capital.

As of July 8, 2008, 2,784,649 shares of our common stock were outstanding, and approximately 1,793,118 of such shares were freely tradable. After giving effect to this registration statement, assuming full conversion of all outstanding common stock purchase warrants by the selling stockholders, there could be 31,706,406 freely tradable shares of our common stock outstanding. The sale of the shares of common stock registered hereunder by the selling stockholders could depress the market price of our common stock. In addition, there were a total of 17,099,998 shares of our common stock issuable upon conversion of outstanding shares of preferred stock, 8,918,663 shares of our common stock issuable upon conversion of outstanding convertible notes and 7,461,466 shares of our common stock issuable upon exercise of additional outstanding warrants. The issuance of a large number of additional shares of our common stock upon the conversion of outstanding shares of preferred stock, the exercise of outstanding warrants, or the conversion of outstanding notes would cause substantial dilution to existing stockholders and could decrease the market price of our common stock due to the sale of a large number of shares of common stock in the market, or the perception that these sales could occur. These sales, or the perception of possible sales, could also impair our ability to raise capital in the future.

Because our common stock is considered a “penny stock,” a stockholder may have difficulty selling shares in the secondary trading market.

Our common stock is subject to certain rules and regulations relating to “penny stock” (generally defined as any equity security that has a price less than $5.00 per share, subject to certain exemptions). Broker-dealers who sell penny stocks are subject to certain “sales practice requirements” for sales in certain nonexempt transactions (i.e., sales to persons other than established customers and institutional “accredited investors”), including requiring delivery of a risk disclosure document relating to the penny stock market and monthly statements disclosing recent price information for the penny stocks held in the account, and certain other restrictions. For as long as our common stock is subject to the rules on penny stocks, the market liquidity for such securities could be significantly limited. This lack of liquidity may also make it more difficult for us to raise capital in the future through sales of equity in the public or private markets.

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FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “may,” “intend” and “expect” and similar expressions identify certain of such forward-looking statements. Although we believe that our plans, intentions and expectations reflected in such forward-looking statements are reasonable, we can give no assurance that we will achieve such plans, intentions or expectations. Our actual results, performance or achievements could differ materially from historical results or those we contemplate, express or imply by the forward-looking statements contained in this prospectus. We set forth important factors that could cause actual results to differ materially from our forward-looking statements in this prospectus and in other documents we file from time to time with the United States Securities and Exchange Commission, or SEC. Factors that may cause such a difference include, but not limited to, those we discuss under the heading “Risk Factors.” You should carefully review the risk factors we set forth in this document. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by any of the selling stockholders, but we will receive the exercise prices payable upon the exercise of the warrants, if exercised for cash. We will use the proceeds received from the exercise of warrants, if any, for working capital and general corporate purposes.

PRICE RANGE OF OUR COMMON STOCK

Our common stock began quotation on the OTCBB under the symbol “FLRP” on January 15, 2008. The following table sets forth the range of high and low close prices for our common stock as reported on the OTCBB for the periods indicated. Such quotations represent inter-dealer prices without retail markup, markdown or commission and may not necessarily represent actual transactions.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock falls within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of these securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of the selling stockholders to sell their common stock in the secondary market.

DIVIDEND POLICY

We have never paid or declared cash dividends on our common stock, and we do not intend to pay or declare cash dividends on our common stock in the foreseeable future.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements and information about management’s view of our future expectations, plans and prospects that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those we anticipate. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of commitments and contingencies. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Results of Operations

We believe that period-to-period comparisons of our operating results may not be a meaningful basis to predict our future performance. You should consider our prospects in light of the risks, expenses and difficulties frequently encountered by companies in new and rapidly evolving markets. We may not be able to successfully address these risks and difficulties.

We review financial information on a consolidated basis and, therefore, have operated as a single segment for all periods discussed.

We incurred a net loss attributable to common stockholders of $1.6 million for the three months ended March 31, 2008. This net loss included a $283,000 non-cash dividend on the Series A preferred stock. This is compared to a net loss attributable to common stockholders of $1.1 million for the three months ended March 31, 2007. We also incurred a net loss attributable to common stockholders of $10.1 million for the year ended December 31, 2007, as compared to a net loss attributable to common stockholders of $3.2 million for the year ended December 31, 2006. The increased net loss during 2007 when compared to 2006 was primarily due to increased compensation and related benefits across all departments.

The following discussion presents certain changes in our operating expenses which have occurred during the three months ended March 31, 2008 as compared to the three months ended March 31, 2007 and between fiscal years 2007 and 2006. This discussion should be read in conjunction with our financial statements, including the notes thereto, included elsewhere in this prospectus.

Three Months Ended March 31, 2008, Compared to Three Months Ended March 31, 2007

Revenue and Cost of Revenue

We recorded no revenue or cost of revenue for the three months ended March 31, 2008 and March 31, 2007.

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Operating Expenses

Operating expenses increased 14% to $1.3 million in the first quarter of 2008, compared to $1.1 million for the same period in 2007. The increase in operating expenses was primarily due to increased compensation and related benefits and legal and professional expense in 2008 as compared to 2007.

The following table provides a breakdown of the dollar and percentage changes in operating expenses for the first quarter from 2007 to 2008:

Product Development

Product development expenses for the first quarter of 2008 consisted primarily of professional services, including outsourced software development costs, salaries, benefits and allocated occupancy costs. Product development expenses increased 204% to $313,000 in the first quarter of 2008 from $103,000 in the same period in 2007. The increase in product development costs was primarily due to increases in outsourced consulting and development costs, and slight increases in salary and related benefits for employees in product development.

Sales, General and Administrative

Sales, general and administrative expenses consisted primarily of salaries and benefits for sales, marketing and executive personnel and legal and professional services. Sales, general and administrative expenses decreased to $993,000 in the first quarter of 2008 from $1.0 million in the same period of 2007. The decrease in sales and marketing costs was primarily due to decreases in allocated occupancy costs from the former parent company, Saflink (now known as IdentiPHI, Inc.) in 2007. In addition, there were also decreases in travel and entertainment, depreciation and other related expenses, which were partially offset by an increase in legal and professional services, primarily due to obtaining debt and equity funding and registering our securities, when comparing the first quarter of 2008 to the same period in 2007.

There were no changes in our sales, general and administrative headcount during the first quarter of 2008, as we continued to have eight employees in sales and marketing.

Operating Expenses Analysis by Functional Activity

The following table provides an analysis of total operating expenses by functional category, for the first quarter of 2008 compared to the same period in 2007:

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Other Income, Net

Other income, net for the first quarter of 2008 and 2007 was $3,000 and $0, respectively. Other income primarily consisted of interest income on money market balances.

Year Ended December 31, 2007, Compared to Year Ended December 31, 2006

Revenue

We recorded no revenue for the years ended December 31, 2007 and 2006.

Cost of Revenue

We recorded no cost of revenue for the years ended December 31, 2007 and 2006.

Operating Expenses

Operating expenses increased 66% to $5.4 million in 2007 from $3.2 million in 2006. The increase in operating expenses was primarily due to increased compensation and related benefits and legal and professional services in 2007 when compared to 2006.

The following table provides a breakdown of the dollar and percentage changes in operating expenses from 2006 to 2007:

Product Development

Product development expenses consisted primarily of salaries, benefits, allocated occupancy costs, supplies and equipment for software developers and architects as well as outsourced software development costs. Product development expenses decreased 19% to $942,000 in 2007 from $1.2 million in 2006. The decrease in product development costs was primarily due to a decrease in outsourced consulting and development costs.

During 2007, there were no personnel changes in product development. As of December 31, 2007, we had three employees in product development.

Sales, General and administrative

Sales, general and administrative expenses consisted primarily of salaries, benefits and allocated occupancy costs for sales, marketing and executive personnel. Sales, general and administrative expenses increased to $2.3 million in 2007 from $2.1 million in 2006. The increase in sales and marketing costs was primarily due to increased legal fees and professional service fees.

During 2007, our sales, general and administrative headcount increased by two employees. As of December 31, 2007, we had 8 employees in sales and marketing.

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Operating Expenses Analysis by Functional Activity

The following table provides an analysis of the 2007 over 2006 change in total operating expenses by functional category:

Interest Expense

Interest expense for 2007 and 2006, was $690,000 and $0, respectively. Interest expense during 2007 primarily consisted of interest related to the convertible promissory notes issued in April 2007, which contained a beneficial conversion feature that we calculated to be approximately $355,000, which was recorded as interest expense during 2007.

Other Income, Net

Other income, net for 2007 and 2006, was $84,000 and $0, respectively. Other income primarily consisted of interest income from debt issued by Saflink and assigned to FLO and interest on money market balances.

Liquidity and Capital Resources

We financed our operations during the three months ended March 31, 2008 primarily from our existing cash and cash equivalents and working capital as of December 31, 2007. As of March 31, 2008, our principal source of liquidity largely consisted of the proceeds from the issuance of debt and equity securities during fiscal year 2007. During the three months ended March 31, 2007, our operations were financed through capital contributed by our former parent company, Saflink (now known as IdentiPHI, Inc.).

During the first quarter of 2008, we continued to work on obtaining additional sources of financing to continue to fund operations On April 3, 2008, we completed an initial closing of a private placement to accredited investors of 12% senior convertible notes. The notes we issued in connection with the initial closing were for an aggregate amount of approximately $1.6 million in principal and are due April 3, 2010. On May 8, 2008, we completed a subsequent closing of the private placement, for approximately $5.5 million in principal amount of the notes with a maturity date of May 8, 2010, and amended certain terms in the initial April 3, 2008 closing. The aggregate principal amount of the notes issued in these closings was approximately $7.1 million. The net proceeds from the issuance of the notes were used to complete our acquisition of certain assets related to Unisys’s rtGO Registered Traveler business and will also be used to continue to fund our operations.

In connection with the completion of our acquisition of the assets related to Unisys’s rtGO Registered Traveler business on May 8, 2008, we paid Unisys total consideration of $5.25 million. The purchase price consisted of $4.25 million in cash and a promissory note due August 8, 2009, for $1.0 million, accruing interest at an annual rate of 12%. The cash payment of $4.25 million included $1.2 million in cash deposits we remitted to Unisys in fiscal year 2007 and an additional $1.0 million deposit we remitted to Unisys on April 2, 2008.

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We expect to incur substantial transaction and restructuring charges as we integrate the rtGO solution with our solution, and there may be additional unanticipated costs. The integration of any acquisition involves numerous risks, including, among others, difficulties in assimilating operations and products, diversion of management’s time and attention from other business concerns, potential exposure to unknown or contingent liabilities and possible loss of significant numbers of customers or impairment of relationships. We may not achieve the expected benefits of the transaction in the near term, or at all. Even if we are successful in integrating the Unisys rtGO solution with our business, the costs we incur in doing so could significantly harm our business, financial condition and future prospects.

We will need to raise additional funds through a combination of the issuance of equity or debt securities, revenues from operations or other sources of financing in the near future. However, we do not have a credit line or other borrowing facility to fund our operations, and we do not currently have any arrangements in place for future financings, and may not be able to secure sufficient financing on favorable terms, or at all. Our failure to raise sufficient funds to support our operations would harm our financial condition and future prospects and could cause us to reduce the scope of or discontinue our operations. In addition, any additional equity or convertible debt financing may cause immediate and substantial dilution to new or existing stockholders.

In Chantilly, Virginia, we lease on a month-to-month basis approximately 566 square feet of office space under a sublease that expires in May 2008. We believe that additional space will be available if needed. We do not currently own any real property.

Recently Issued Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standards, or SFAS, No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133,” or SFAS 161. SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities, including disclosing the fair values of derivative instruments and their gains and losses in a tabular format to provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Entities are required to provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We are currently evaluating the effect of SFAS 161 on our results of operations and financial position.

In February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement No. 157,” or FSP FAS 157-2. FSP FAS 157-2 delays the effective date of FASB Statement No. 157, “Fair Value Measurements,” or SFAS 157 (see further discussion of SFAS 157 below), for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). For purposes of FSP FAS 157-2, nonfinancial assets and nonfinancial liabilities would include all assets and liabilities other than those meeting the definition of a financial asset or financial liability as defined in paragraph 6 of SFAS 157. FSP FAS 157-2 defers the effective date for items within its scope to fiscal years beginning after November 15, 2008. We are currently evaluating the effect of SFAS 157 and related pronouncements on our results of operations and financial position.

In February 2008, the FASB issued FSP FAS 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements that Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13,” or FSP FAS 157-1. FSP FAS 157-1 amends SFAS 157 to exclude FASB Statement No. 13, “Accounting for Leases,” and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under Statement 13. However, this scope exception does not apply to assets acquired and liabilities assumed in a business

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combination that are required to be measured at fair value under FASB Statement No. 141(R), “Business Combinations,” or SFAS 141(R) (see further discussion of SFAS 141(R) below). FSP FAS 157-1 is effective with an entity’s initial adoption of SFAS 157.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51,” or SFAS 160. SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 will change the current accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, and will be adopted by us in the first quarter of fiscal 2009. As we currently have no noncontrolling interests, we do not expect the adoption of SFAS 160 to have a material impact on our consolidated results of operations and financial condition.

In December 2007, the FASB issued SFAS 141(R). Under SFAS 141(R), in a business combination, an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that companies recognize acquisition-related costs separately from the acquisition and expense those costs as incurred, and that companies generally expense restructuring costs in periods subsequent to the acquisition date. It also requires that changes in valuation allowances for acquired deferred tax assets and acquired income tax uncertainties impact income tax expense. In addition, acquired in-process research and development is required to be capitalized as an intangible asset and amortized over its estimated useful life. The adoption of SFAS 141(R) will change our accounting treatment for business combinations on a prospective basis beginning in the first quarter of fiscal year 2009.

In September 2006, the FASB issued SFAS 157. SFAS 157 provides enhanced guidance for using fair value to measure assets and liabilities and also expands information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS 157 applies whenever other accounting standards require or permit assets and liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. FSP FAS 157-2 postpones the effective date for items within its scope to fiscal years beginning after November 15, 2008. We are currently evaluating the effect of items covered under FSP FAS 157-2 and related pronouncements on our results of operations and financial position. Our adoption of the remaining provisions of SFAS 157 during the first quarter of 2008 did not have a material impact on our financial condition or results of operations.

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BUSINESS

Overview

We offer a comprehensive solution for the Registered Traveler program, which is administered by the TSA. The Registered Traveler program is designed to identify air passengers who pose a minimal security risk and then to provide those passengers with access to faster and simpler processing at airport security checkpoints.

We have designed our solution to provide Registered Traveler program enrollment services using enrollment stations, credentialing of TSA-approved registered travelers through the issuance of a proprietary smart card, and registered traveler authentication services at security checkpoints using authentication kiosks. The smart cards we issue to registered travelers are designed to be both secure and interoperable with Registered Traveler authentication stations deployed by other TSA-approved service providers. As a result, registered travelers who enroll with us are able to use our smart cards at any airport participating in the Registered Traveler program. In addition, we expect to add other benefits to our smart card, such as venue and building access and stored-value transactions.

We were formed in March 2007, as a wholly-owned subsidiary of Saflink (now known as IdentiPHI, Inc.), to focus on providing solutions for the Registered Traveler program. In April 2007, we acquired all of Saflink’s Registered Traveler business. Since our formation, we have raised an aggregate of approximately $19.9 million in various private placements of our equity and debt securities. We have been an SEC reporting company since we registered our common stock under the Securities Exchange Act of 1934, or the Exchange Act, in December 2007. In January 2008, by which time Saflink was a minority holder of our capital stock, Saflink spun off all of its holdings of our common stock to its public stockholders. In May 2008, we acquired Unisys’s Registered Traveler business known as “rtGO” and assumed operations of the Registered Traveler program at Reno/Tahoe International Airport (RNO). Our common stock is quoted on the OTCBB under the symbol “FLRP.”

The Registered Traveler Program

The Registered Traveler program is designed to provide expedited security screening for passengers who volunteer to undergo a TSA-conducted security threat assessment in order to confirm that they do not pose or are not suspected of posing a threat to transportation or national security. The TSA is working together with private industry to further develop the Registered Traveler program. The Registered Traveler program is market-driven and offered by the private sector with the TSA largely playing a facilitating role. The TSA is responsible for setting program standards, conducting the security threat assessment, physical screening at TSA checkpoints, and certain forms of oversight. The private sector is responsible for passenger enrollment, verification, and related services.

To participate in the Registered Traveler program, passengers must pay a fee, submit to a security threat assessment and provide biographic and biometric information, such as fingerprints and iris scans, to TSA-approved service providers to become a “registered traveler.” Passengers who successfully pass the security threat assessment will be issued cards with an embedded integrated circuit chip, known as a “smart card,” for use at the security checkpoints of airports that participate in the program. Registered travelers have access to a reserved security lane at participating airports and are expected to have a shorter wait at the security checkpoint.

The Registered Traveler program has “sponsoring entities,” which are generally airports and airlines, and “service providers,” like us, which are generally product and service vendors. Service providers provide the sponsoring entities with the necessary systems and processes to support the Registered Traveler program at participating airports. The TSA performs the initial participant security threat assessment and physical screening at TSA checkpoints. In addition, the TSA ensures that prospective service providers have met certain Registered Traveler program requirements before they can participate as a Registered Traveler service provider.

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The Registered Traveler program requires interoperability among participating airports and air carriers and functionality across larger populations. Currently, nineteen sponsoring entities are operating the Registered Traveler program at their respective locations. Additional sponsoring entities are expected to begin participating in the Registered Traveler program as the sponsoring entities make the necessary business arrangements.

Market Opportunity

According to the U.S. Federal Aviation Administration, as of June 2008 there were 511 commercial service airports operating in the United States. At least 74 of these airports are participating in the RTIC, which is working to establish common technical and business processes required for a national Registered Traveler program.

The following sponsoring entities are currently operating a Registered Traveler program at their respective locations:

In addition to the Registered Traveler market, we believe there are a number of other markets into which we may be able to expand our solution, including ferries, rail, subway and other public transportation, as well as cruises, stadiums, events, venues, e-commerce, secure retail and identity-theft prevention.

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Our Solution

We offer a comprehensive solution for the Registered Traveler program. Our integration of the assets we acquired in the rtGO acquisition provides us with a solution to offer Registered Traveler program enrollment services using fixed and mobile enrollment stations, credentialing of TSA-approved registered travelers through the issuance of a proprietary smart card, and registered traveler authentication services at security checkpoints using authentication kiosks. The smart cards we are issuing to registered travelers are designed to be both secure and interoperable with Registered Traveler authentication stations deployed by other TSA-approved service providers. As a result, registered travelers who enroll with us would be able to use our smart cards at any airport participating in the Registered Traveler program.

We have formed strategic relationships with several companies with extensive expertise in credentialing, security, access control, travel services, political lobbying, and corporate and consumer marketing. For example, we have entered into teaming agreements with Unisys and International RAM Associates, LLC in connection with various airport proposals for the design and implementation of a Registered Traveler program. In addition, we have ongoing informal relationships with other companies. We sometimes collectively refer to our strategic partners as the FLO Alliance.

We believe our solution addresses the requirements of every phase of the Registered Traveler program, including the enrollment and credentialing process and subsequent operational use of the credential in the civil aviation passenger screening environment. We believe our solution is an innovative and competitive Registered Traveler solution that will enable us to become a leading service provider in the Registered Traveler program.

Our Business Strategy

The Registered Traveler industry has evolved rapidly from its pilot-program beginnings. We have been both pioneering a new model and evolving our strategy in response to industry developments. Our business strategy is to offer solutions to frequent travelers, typically business travelers, through a variety of distributions channels. We plan to reach these customers through distribution agreements with travel management companies, and more directly, through corporate travel management programs. In addition, we plan to utilize our product and service offerings to enroll individual travelers. We plan to secure contracts from strategically-positioned airports and airlines to design, install and operate Registered Traveler programs.

Our smart card is designed initially to be a stand-alone credential for use at security checkpoints of airports participating in the Registered Traveler program. We expect to add other benefits to our smart card, such as building and venue access and stored-value transactions in collaboration with consumer credit partners. In addition, we believe our solution will enable us to combine our smart card’s security and authentication features with a credit or debit card in the future to address issues such as credit card fraud and secure banking transactions.

Our principal source of revenue is a portion of the annual fees individual travelers enrolling with us pay to participate in the Registered Traveler program. Currently, the annual fee is $100, and as we add other benefits to our smart card, we anticipate that the annual fee will be approximately $100 to $500 per traveler, depending on the membership tier and associated benefits chosen by the traveler. We plan to establish a broad enrollment base by marketing our solution to large companies with employees who travel on business.

We believe another source of revenue will be our portion of payments our strategic partners may receive under affiliate agreements with companies interested in marketing into the Registered Traveler channel. We do not currently have any revenue sharing agreements with these companies in place, but we believe these companies may include those providing car and limousine services, office supplies, printing services, baggage services, private jets, international concierge access, resort services, corporate retreats and banking and asset management services. We may derive additional revenues from sales of our enrollment stations, authentication kiosks and verification services to airports, as well as usage payments from our competitors for authentication services.

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Our Technology, Products and Services

Enrollment Stations

We deploy both fixed and portable enrollment stations as part of our solution. Our enrollment application process features a touch-screen user interface that guides the enrollment operator through the process while providing visual feedback to both our enrollment operator and the applicant. To ensure acceptance of enrolled biometric data during the enrollment process, we employ two-stage automated quality assurance testing of the collected fingerprint data. After all data has been collected and the quality assurance thresholds passed, the enrollment application is compressed, digitally signed by the operator and submitted to the facility server for batch submission to the TSA.

Identity Management System

Our Identity Management System, or IDMS, is at the center of our solution architecture. It provides the foundation for managing the life cycle of participants from pre-enrollment through authentication, supports the security mechanisms to safeguard each component of our solution infrastructure, and implements the core functionality required to deploy authentication services across our service points. Our IDMS is a secure online transactional system that we believe is scalable as the Registered Traveler program expands and our participation increases.

Our IDMS is based on the Microsoft SQL Server database platform. This approach provides an enterprise-class relational database management system capable of supporting the secure management of Registered Traveler program participant data within what we believe are generally accepted performance benchmarks to handle the number and size of data packets associated with biometric and smart card systems. Data security is provided through the intrinsic facilities of the SQL Server product and through partitioning and encryption of data by the IDMS application infrastructure. IDMS services are designed to be deployed through a secure virtual private network infrastructure to external services such as authentication kiosks at airport facilities, enrollment centers and our strategic partners in the FLO Alliance.

Credential Issuance

Our solution provides for the issuance of a smart card credential that meets all requirements of the RTIC’s Technical Interoperability Specification, which forms the basis of the TSA’s Registered Traveler program requirements. The Central Information Management System, or CIMS, is a commercially neutral entity designed to aggregate and store biometric and other identification information, which it will distribute to the entities participating in the Registered Traveler program. The TSA requires that all Registered Traveler service providers belong to the CIMS network. CIMS is responsible for issuing to us each biometric data payload, which is the identification information carried within the biometric data record. We then combine this biometric data with participant demographic data, security objects, and digital signatures into the card data payload, personalize this data onto the smart card chip, and then mail the smart card to the Registered Traveler participant. Our smart cards are designed to be both secure and interoperable with Registered Traveler authentication stations deployed by other TSA-approved service providers at any participating airport.

Kiosks and Facility Infrastructure

Our authentication kiosks are designed specifically for use in airport security screening lines. The authentication kiosk incorporates both iris and fingerprint biometric matching, interfacing to the centralized IDMS back-end through secure wired or wireless network connections. The kiosks may be easily relocated without need for permanent installation to allow for reconfiguration based on traffic demands or other facility specific considerations.

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Our authentication kiosks are designed to provide the means to reliably authenticate a participant’s identity with respect to their biometrics stored on the card. We believe this authentication capability meets all reliability, accuracy and time requirements established by the TSA. Additionally, the kiosk verifies the participant’s status against the Card Revocation List routinely supplied by the CIMS to each service provider. These two checks together determine an individual’s authority to proceed. Our authentication kiosks accommodate only approved holders of valid interoperable Registered Traveler cards.

Data Management

Our IDMS makes aggregated usage data available for historical reporting. We believe that our data management tools will be useful for airport security management because the flow of passengers in airport security lanes generally is not automated and all information to support decision-making has been gathered manually.

Distribution

To execute our business strategy, our principal distribution and logistics requirements are the delivery of our proprietary smart card to customers and the delivery of our authentication kiosks to airports that agree to use our Registered Traveler solution. We use regular mail and, if necessary, courier services for the delivery of our smart cards. We ship our kiosks to airports, as needed, using rail or truck delivery, depending on factors such as distance and price.

Competition

Our primary current competitors in the Registered Traveler market include Verified Identity Pass, Inc., or Verified Identity, and Vigilant Solutions LLC, or Vigilant. Verified Identity offers a Registered Traveler solution operating under the name “Clear,” which it markets to individual travelers for $128 per year. Verified Identity currently operates the Registered Traveler programs at multiple U.S. airports that sponsor operating Registered Traveler programs. In addition, Vigilant offers a Registered Traveler solution operating under the name “Preferred Traveler,” which it markets to individual travelers for $149 per year. Vigilant currently operates the Registered Traveler program at Jacksonville International Airport (JAX) and Gulfport–Biloxi International Airport (GPT).

In addition, we may face competition from airlines that offer expedited security lanes for first-class fliers, for elite fliers who travel a minimum number of miles annually, or under other incentive programs. Similarly, the TSA has recently instituted self-select lanes, also known as “black diamond lanes,” at a limited number of airports in an effort to help speed travelers through security lanes. Self-select lanes are comprised of a series of lanes designated by signage that directs passengers based on their travel needs and knowledge. Participation in self-select lanes is voluntary and free of charge to the traveler. If the Registered Traveler program is unable to distinguish itself from the expedited security lanes that airlines may provide or the TSA’s self-select lanes, our business, results of operation and financial condition could be materially impacted.

The TSA requires that Registered Traveler solutions be interoperable among participating airports and air carriers. The smart cards we issue to registered travelers are designed to be both secure and interoperable with Registered Traveler authentication stations deployed by other TSA-approved service providers. As a result, registered travelers who enroll with us are able to use our smart cards at any airport participating in the Registered Traveler program. Similarly, our authentication kiosks accommodate approved holders of valid interoperable Registered Traveler cards issued by other service providers. As a result, our business faces competition both in proposals to airports for the design and implementation of Registered Traveler programs and in the sale and issuance of smart cards to individual travelers.

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Intellectual Property

We rely on unpatented know-how, trade secrets, continuing research and development and acquisitions. We do not currently intend to seek patents for any of our technology, although we may do so in the future as our technology and solutions develop. Our trademark “rtGO” is registered with the U.S. Patent and Trademark Office, and our trademark “Fast Lane Option” was allowed by the U.S. Patent and Trademark Office on February 12, 2008. We have applied for registration of the trademark “FLO.” We generally accompany our use of our unregistered trademarks with our name to indicate the origin of the products to which they are applied, to distinguish them from the products of competitors and to build goodwill in these trademarks.

Our product development expenses consist primarily of salaries, benefits, allocated occupancy costs, supplies and equipment for software developers and architects as well as outsourced software development costs. Product development expenses totaled $942,000 in 2007 and $1.2 million in 2006.

Regulation

The Registered Traveler program is currently subject to oversight by the TSA. The TSA requires that Registered Traveler solutions be interoperable among participating airports and air carriers. Numerous U.S. airports are participating in the RTIC, which is working to establish common technical and business processes required for a national Registered Traveler Program. However, not all such processes have been established yet, resulting in uncertainty regarding the implementation of interoperability usage. Any technical or business processes or practices established by RTIC may impose additional burdens on us. In addition, although private industry has been tasked with the responsibility of crafting specifications and guidelines for this program, it is possible that a number of laws and regulations may be adopted with respect to Registered Traveler, covering issues such as user privacy, pricing, and characteristics and quality of products and services. Furthermore, the growth and development of the market for Registered Traveler may prompt calls for more stringent consumer protection laws that may impose additional burdens on those companies conducting business in this space.

The TSA uses certain evaluation criteria to make an initial determination of an interested service provider’s eligibility to participate in the Registered Traveler program. The service provider participation analysis includes a broad range of commercial and federal standards designed to enable the TSA to examine a prospective service provider’s viability and potential transportation security risk. Organizations that do not meet the TSA minimum participation requirements will not be eligible to participate in the Registered Traveler program. Currently, the TSA requires that service providers resubmit an application for participation review a minimum of every five years. We are currently listed on the TSA’s participation list as having met the TSA’s minimum criteria to offer Registered Traveler services to sponsoring entities.

Airports participating in the Registered Traveler program typically require Registered Traveler solutions to be designated and/or certified under the SAFETY Act, administered by DHS. In order to help promote the creation, deployment and use of anti-terrorism technologies, the SAFETY Act provides two levels of liability protections against claims arising out of, relating to, or resulting from an act of terrorism, where “qualified anti-terrorism technology” has been deployed. First, in a lawsuit against a person who sells technology that has been “designated” by DHS as a qualified anti-terrorism technology, the liability of such person is limited to the amount of liability insurance that the DHS determines the person must maintain. In addition, there is exclusive jurisdiction in federal court, a prohibition on the person’s joint and several liability, a complete bar on punitive damages, and a reduction of a plaintiff’s recovery by the amount of collateral source compensation, such as insurance or government benefits the plaintiff may otherwise receive. Second, if the qualified anti-terrorism technology has received DHS “certification,” then, in addition to the benefits provided under designation, there is a presumption that the “government contractor defense” applies to the lawsuit. The government contractor defense shields certain defendants from liability under the doctrine of sovereign immunity used by the federal government. Our rtGO Registered Traveler solution is currently designated and certified under the SAFETY Act.

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Sources and Availability of Materials

The execution of our business strategy primarily requires that we produce our proprietary smart card and authentication kiosks, as well as the interface between such cards and kiosks and the Central Information Management System, or CIMS. In connection with the rtGO acquisition, we acquired an adequate inventory of cards, kiosks and other materials along with an established supply chain of component parts. We have entered into agreements with all vendors in this supply chain to provide every component necessary to produce kiosks, cards and related materials. We believe that these agreements provide us with an adequate inventory of components and equipment for at least the next twelve months. We continue to leverage these existing agreements and enter into new sourcing agreements to expand the current supply chain. In addition, we believe that the materials required for such production are currently available in adequate amounts from multiple vendors.

Customers

We operate the Registered Traveler program at Reno/Tahoe International Airport (RNO). Reno/Tahoe International Airport is currently our only sponsoring entity, and TSA regulations require us to have at least one sponsoring entity in order to issue cards to travelers, who can use them at any airport participating in the Registered Traveler program. We have only recently begun to issue cards, but we are increasing enrollments and expanding our capacity for future growth and efficiency. Because our customers include a broad base of business travelers, we are not dependent upon a single customer or group of customers. Most of our individual registered traveler customers’ memberships are up for renewal on an annual basis.

Our principal source of revenues are a portion of the annual fees individual travelers enrolling with us will pay to participate in the Registered Traveler program. Currently, the annual fee is $100 per traveler, and we anticipate that, as we develop our product offerings, the annual fee will eventually be approximately $100 to $500 per traveler, depending on the membership tier and associated benefits chosen by the traveler. In order to establish a broad enrollment base, we market our solution to large companies with employees who travel on business.

Employees

As of July 8, 2008, we had 12 employees, all of whom were full-time employees. From time to time, we use consultants or contractors for specific assignments. We also have a services agreement with Unisys pursuant to which Unisys provides us with staffing and other transition services related to our acquisition of the rtGO Registered Traveler solution from Unisys. We intend to leverage our relationships with strategic partners and use consultants and employees to meet our staffing needs. We have entered into non-disclosure and non-competition agreements with all of our employees. None of our employees is represented by a labor union and we have never experienced a work stoppage. We believe that our relationship with our employees is good.

Description of Property

Reno/Tahoe International Airport (RNO) Lease. In connection with the rtGO acquisition, we assumed the operations of the Registered Traveler program at Reno/Tahoe International Airport (RNO) pursuant to the terms of a Terminal Space Lease with the Reno-Tahoe Airport Authority, or the Reno Authority. As a result, Reno/Tahoe International Airport (RNO) became our sponsoring entity under the TSA’s Registered Traveler Program. The lease’s initial term expires on May 1, 2009. The Reno Authority also has three one-year renewal options under the lease. Under the terms of the lease, we are obligated to pay per annum rent of $32,305.80. This rate is adjusted annually, effective July 1 of each year, and is also subject to midyear adjustments, effective January 1 of each year.

We are also obligated to develop, operate and maintain certain technology necessary to the performance of our Registered Traveler services at the Reno-Tahoe airport, including, but not limited to, two enrollment stations,

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one verification kiosk at each checkpoint, one back-up verification kiosk, and 24-hour telephone help desk support. During the first year of the lease, we are required to implement any new security technology offered by the TSA and to examine and report on the feasibility of integrating card based parking access technology into our Registered Traveler solution. If feasible, we are obligated to implement such card based parking access technology in the second year of the lease, upon supplemental, mutually agreeable terms.

The lease also requires that we provide the Reno Authority with documentation of our compliance with TSA regulations regarding the payment of Registered Traveler Participation Fees, as specified in the most current fee notice published by the TSA in the Federal Register. Similarly, the lease requires that we ensure compliance with the information security and privacy requirement set forth in the Registered Traveler Compliance Standards published by the TSA. Finally, the Terminal Space Lease requires that our Registered Traveler solution be designated and certified by the DHS under the SAFETY Act.

The lease prohibits us from transferring, assigning or subletting any rights or privileges under the lease without the prior written consent of the Reno Authority.

Virginia Office Lease. In Chantilly, Virginia, we lease our principal executive offices on a month-to-month basis, consisting of approximately 566 square feet of office space. We believe that additional space will be available if needed. We do not currently own any real property.

Legal Proceedings

We are not a party to, and our property is not the subject of, any material pending legal proceedings, other than ordinary routine litigation incidental to the business.

Formation and History of Our Company

Background

We were formed in March 2007, as a wholly-owned subsidiary of Saflink (now known as IdentiPHI, Inc.), to focus on providing solutions for the Registered Traveler program. In April 2007, we acquired all of Saflink’s Registered Traveler assets and certain liabilities related to its Registered Traveler business. Since our formation, we have raised an aggregate of approximately $19.9 million in various private placements of our equity and debt securities. We have been an SEC reporting company since we registered our common stock under the Securities Exchange Act of 1934, in December 2007. In January 2008, by which time Saflink was a minority holder of our capital stock, Saflink spun off all of its shares of our common stock to its public stockholders. In May 2008, we acquired Unisys’s Registered Traveler solution known as “rtGO” and assumed operations of the Registered Traveler program at Reno/Tahoe International Airport (RNO).

Series A Preferred Financing

From July to September, 2007, we issued 1,482.9058 shares of our Series A preferred stock in private placements to accredited investors and upon conversion of all previously issued convertible promissory notes. We also issued our Series A-1 and Series A-2 warrants to purchase an aggregate of 5,931,622 shares of our common stock together with the shares of our Series A preferred stock. In addition, we issued warrants to purchase an aggregate of 1,186,316 shares of our common stock to the placement agents in the Series A preferred stock financing and the previous convertible note financing.

Senior Convertible Note Financing

From April to May, 2008, in a private placement to accredited investors, we issued approximately $7.1 million in principal amount of our 12% senior convertible notes due 2010 together with warrants to purchase up to 8,918,661 million shares of our common stock at an exercise price of $0.75 per share and

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warrants to purchase up to 7,134,931 million shares of our common stock at an exercise price of $0.60 per share. The warrants are exercisable for a period of five years or, in the case of the $0.60 warrants, the earlier of five years or nine months after the date that this registration statement is declared effective by the SEC. We also issued warrants to purchase an aggregate of 2,497,225 shares of our common stock to the placement agents in the convertible note financing.

Certain investors who were then holders of shares of our Series A preferred stock purchased senior convertible notes in an amount at least equal to 30% of the stated value of such holder’s shares of Series A preferred stock. Upon the final closing of the convertible note financing on May 21, 2008, we (i) exchanged each such holder’s shares of Series A preferred stock (together with the dividends accrued thereon) for shares of our Series B preferred stock, (ii) issued each such holder warrants to purchase a number of shares of our common stock equal to the whole dollar amount of the stated value of such holder’s shares of Series A preferred stock plus such accrued dividends at an exercise price of $0.60 per share, and (iii) amended each such holder’s Series A-1 warrants and Series A-2 warrants to reduce the exercise prices from $3.00 to $1.50, and from $4.00 to $2.00, respectively. The remaining holders of our Series A preferred stock, who did not purchase the convertible notes, received common stock in exchange for their outstanding shares of Series A preferred stock (together with the dividends accrued thereon), at an exchange rate of $0.80 per share of common stock, and warrants to purchase a number of shares of common stock equal to the whole dollar amount of the stated value of such holder’s shares of Series A preferred stock plus such accrued dividends at an exercise price of $0.60 per share. In addition, we amended each such holder’s Series A-1 warrants and Series A-2 warrants to reduce the exercise prices from $3.00 to $1.50, and from $4.00 to $2.00, respectively. The $0.60 warrants are exercisable for a period ending on a date that is the earlier of five years after issuance or nine months after the date that a registration statement covering the resale of the underlying shares under the Securities Act of 1933 is declared effective by the SEC. As a result of these exchange transactions, we currently have no shares of Series A preferred stock outstanding. We are currently evaluating the accounting treatment of these transactions.

Interest on the convertible notes is payable quarterly commencing on July 1, 2008. We may pay interest in cash or additional notes, at our discretion. Upon an event of default, we have agreed to pay to the holder, in cash on demand, interest at 15% per annum on the outstanding principal balance from the date of such event of default until it is cured. In addition, upon an event of default, a holder of a note may declare due and payable the entire unpaid principal balance and all accrued and unpaid interest or demand that such amount be converted into shares of common stock at the conversion rate then in effect. The notes contain standard events of default and remedies, including acceleration, as well as a 110% prepayment obligation in the event of certain major transactions. If we fail to comply with a proper conversion demand, we may be required to pay monetary damages to the holder. Under certain limited circumstances, we may be required to prepay the notes in cash at the greater of 125% of principal or (if conversion is unavailable) a market-based conversion value, plus any other amounts due.

Holders may convert their notes into shares of our common stock at any time at the conversion rate then in effect. The notes will automatically convert into shares of our common stock at the conversion rate then in effect on the first date after November 8, 2008 on which the closing price of our common stock has exceeded $3.00 for twenty consecutive trading days. The initial conversion rate is $0.80, subject to customary adjustments for stock splits, dividends, reclassifications, reorganizations, mergers and similar transactions. In general, if we issue additional securities linked to our common stock for a price per share of such common stock below the then applicable conversion rate, the conversion rate will be reduced to such price, except that any such reductions in the conversion rate will be made on a volume weighted-average basis for any such issuances we make after we raise an additional $10 million in an equity or equity-linked financing with a price of at least $0.80 per share. If the 20-day volume weighted-average price per share at which our common stock is traded or quoted on the first anniversary of the date of issuance of the notes is less than the then applicable conversion rate, the conversion rate will be reset to the greater of $0.50 or such weighted-average price.

Acquisition of rtGO Registered Traveler Solution and Other Agreements with Unisys

Acquisition of rtGO. On May 8, 2008, we acquired certain assets related to Unisys’s rtGO Registered Traveler business for $5.25 million, consisting of $4.25 million in cash and a promissory note for $1.0 million. The assets we

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acquired include enrollment and verification kiosks and related equipment, intellectual property, prepaid rtGO memberships, the designation and certification of Unisys’s Registered Traveler technology under the SAFETY Act. We also assumed certain material contracts used in Unisys’s rtGO Registered Traveler business, including Unisys’s agreement to be a Registered Traveler service provider at Reno/Tahoe International Airport (RNO).

Note Issued to Unisys. The $1.0 million note we issued to Unisys as partial payment of the purchase price in the rtGO acquisition bears interest at 12% per annum and is due on August 8, 2009. Upon an event of default under the note, we would be required to pay to the holder, in cash on demand, interest at 18% per annum on the outstanding principal balance from the date of such event of default until it is cured. In addition, upon an event of default, the holder would have the right to declare due and payable the entire unpaid principal balance and all accrued and unpaid interest.

Reno/Tahoe International Airport (RNO). In connection with the rtGO acquisition, we assumed the operations of the Registered Traveler program at Reno/Tahoe International Airport (RNO), and thus Reno/Tahoe International Airport (RNO) became our sponsoring entity under the TSA’s Registered Traveler Program. (See “Description of Property.”)

Intellectual Property License Agreement. In connection with the rtGO acquisition, we entered into an intellectual property license agreement with Unisys. Pursuant to the intellectual property license agreement, Unisys retained the right to use certain of the intellectual property we acquired in the rtGO acquisition for purposes outside of a field of use specified in the agreement, and Unisys granted us a license, within the field of use on a word-wide basis, to the intellectual property that we did not acquire in the rtGO acquisition but that was used in or is necessary to the conduct of the rtGO business. The field of use generally includes TSA’s Registered Traveler Program that provides secure access and/or expedited security screening for passengers using a Registered Traveler card or other medium or method, programs that use the Registered Traveler Central Information Management System operated by the American Association of Airport Executives to process enrollments by passengers to a program directed at facilitating secure access and/or expedited security screening, and any other program that is a natural extension of such programs for which a natural person pays a fee to the service provider to participate in the program, all in the United States.

Unisys Services Agreement. In connection with the rtGO acquisition, we entered into a services agreement with Unisys. Pursuant to the services agreement, we agreed with Unisys that we would purchase services from Unisys in the aggregate amount of $3.5 million over a four-year period following the closing of the asset acquisition, $2.0 million of which services are to be purchased within the first two years of such period. The services to be provided by Unisys pursuant to the agreement include services related to the delivery of the assets transferred in the rtGO acquisition as well as ongoing support services with respect to the rtGO assets.

Subscription Renewal Fee Agreement. In connection with the rtGO acquisition, we entered into a subscription renewal fee agreement with Unisys. Pursuant to the subscription renewal fee agreement, we agreed to pay Unisys $5.75 for each renewal of a registered traveler’s subscription with us within a field of use similar to that described above in connection with the intellectual property license agreement, during the period from May 8, 2008 until December 31, 2015.

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MANAGEMENT

Directors

The following sets forth our current directors and information concerning their ages and background. All directors hold office until the next annual meeting of stockholders and until their respective successors are elected, except in the case of death, resignation or removal:

Glenn L. Argenbright has served as our Chief Executive Officer and a member of our board of directors since our formation in March 2007. Prior to joining us, Mr. Argenbright served as Chief Executive Officer of Saflink (now known as IdentiPHI, Inc.) a security solutions company, from December 2000 to September 2006, at which time he became general manager of Saflink’s Registered Traveler Solutions group. Prior to joining Saflink, Mr. Argenbright served as President and Chief Executive Officer of Jotter Technologies, which merged with Saflink in 2000. Mr. Argenbright received a B.A. degree from the University of California at San Diego and a J.D. degree from the University of San Diego.

Steven M. Oyer has served as a member of our board of directors since our formation in March 2007. Mr. Oyer has served as a member of the board of directors of IdentiPHI, Inc. (previously known as Saflink), a security solutions company, since December 2001 and as its Chief Executive Officer since September 2006. Mr. Oyer was a managing director of Standard & Poor’s Investment Services, responsible for global business development, from 2001 to 2005. He has been active in industry associations such as Family Office Exchange and has served on the leadership council of the Institute for Private Investors.

Kevin Mitchell has served as a member of our board of directors since November 2007. Mr. Mitchell has served as chairman of Business Travel Coalition, Inc., a publishing, consulting and buyer advocacy firm, since January 1997. Mr. Mitchell received a B.S. degree from St. Joseph’s University.

Paul R. Aaronson has served as a member of our board of directors since November 2007. Mr. Aaronson is the co-founding partner and has served as the managing member of Stone Keep Capital Management LLC, an investment management company, since March 2008. Mr. Aaronson was self-employed as a financial services consultant from January 2006 through February 2008. From April 2005 to December 2005, Mr. Aaronson served as Chief Executive Officer of PlusFunds Group, Inc., a hedge fund index asset manager. From February 2001 to April 2005, Mr. Aaronson served as Executive Managing Director of Standard & Poor’s Portfolio Services Group, a global business that encompassed S&P’s index business and an investment advisory business. Mr. Aaronson received a B.A. degree from Middlebury College and a J.D. degree from Yale Law School.

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Executive Officers and Significant Employees

Our executive officers are generally elected annually at the meeting of our board of directors held in conjunction with the annual meeting of stockholders. The following sets forth our current executive officers and information concerning their age and background:

Glenn L. Argenbright—for a biographical summary of Mr. Argenbright, see the “Directors” section above.

William M. Lutz has served as our President, Chief Financial Officer and Secretary since May 2008. Prior to joining us, Mr. Lutz served in several positions with Salton, Inc., including as a member of the board of directors from September 2007 until January 2008, as Chief Executive Officer from April 2007 until January 2008, as Chief Financial Officer from December 2005 until January 2008, and as Vice President of Finance from March 2003 until December 2005. Mr. Lutz served as head of corporate consolidation and subsidiary accounting at Capital One Financial from February 2002 until he joined Salton in March 2003. Prior to that time, he held various senior finance positions with manufacturing, consumer products and service companies. Mr. Lutz received an MBA degree in Finance from Rutgers, Graduate School of Management, as well as a B.S. degree in Mechanical Engineering from Rutgers University.

Luke A. Thomas has served as our Executive Vice President, Strategy, since our formation in March 2007. In this position, he oversees all operational facets and strategic initiatives relating to our Registered Traveler solution. Mr. Thomas served as an executive employee focusing on Registered Traveler operations for Saflink, a security solutions company, from 2005 to 2007, where he also served as director of strategic alliances and commercial sales from 2003 to 2005. From 2000 to 2003, Mr. Thomas was director of commercial sales for Identix, Inc. (now L1 Identity Solutions, Inc.), an identity solutions company. Mr. Thomas received a B.S. degree from Pennsylvania State University.

Colin C. McLaughlin has served as our Senior Vice President, Aviation and Screening since our formation in March 2007. In this position, Mr. McLaughlin manages our strategic initiatives and airport operations relating to the Registered Traveler program. Mr. McLaughlin served as vice president of the Registered Traveler Solutions group at Saflink, a security solutions company, from January 2007 to March 2007, where he also served as a senior director and sales manager from 2003 to 2007. From 2001 to 2003, Mr. McLaughlin served as a regional sales manager for Identix, Inc. (now L1 Identity Solutions, Inc.), an identity solutions company. Mr. McLaughlin received a B.S. degree from the University of North Dakota.

Fred P. Fischer has served as our Senior Vice President, Sales, since our formation in March 2007. In this position, Mr. Fischer oversees corporate and strategic sales in connection with our Registered Traveler program. Mr. Fischer served as consultant for Saflink, a security solutions company, from January 2007 to March 2007. From 2005 to 2006, Mr. Fischer served as Senior Vice President, Strategic Sales for Verified Identity Pass, Inc., a Registered Traveler service provider. From January 2005 to November 2005, Mr. Fischer served as senior account director at SITA, Inc., a global aviation industry technology provider. From 2002 to 2004, Mr. Fischer served as Vice President of Global Sales at World Travel BTI, Inc., a travel services company. From 2002 to 2003, Mr. Fischer served as Vice President of Global Business Travel Sales of American Express Travel Related Services, Inc., a credit card and travel service provider, where he also served as Director of Corporate Card Sales from 1999 to 2002, and technical sales manager from 1996 to 1999. Mr. Fischer is a member of Association of Corporate Travel Executives’ Global Traveler Security committee.

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Executive Compensation

Summary Compensation

We were incorporated on March 9, 2007. No compensation was earned by, awarded to or paid to our principal executive officer and our two other most highly compensated executive officers in 2006. The following table sets forth information concerning the compensation earned during the fiscal year ended December 31, 2007 by such officers:

Summary Compensation Table

Employment Agreements, Severance Arrangements, Performance-Based Incentives

We have entered into employment agreements with certain of our executive officers. Our employment arrangements with our named executive officers are described below.

Glenn L. Argenbright. Effective November 28, 2007, we entered into an employment agreement with Glenn L. Argenbright, our Chief Executive Officer. Under his employment agreement, Mr. Argenbright is eligible to receive an annual base salary of $225,000 and incentive compensation based on achievement of targeted goals and objectives. Mr. Argenbright will be reimbursed for reasonable, out-of-pocket business expenses and is eligible for customary benefits generally available to our executive employees, subject to the terms and conditions of our plan documents. Our benefits currently include medical and dental care plans, flexible spending accounts for health and dependent care, a 401(k) plan, paid time off, and life insurance. Mr. Argenbright’s employment is “at will” and may be terminated by Mr. Argenbright or by us at any time, with or without cause. In the event Mr. Argenbright voluntarily resigns without good reason or we terminate him for cause, he will only receive his base salary then in effect and benefits earned and payable as of the date of termination. In the event Mr. Argenbright resigns with good reason or we terminate him without cause, subject to his compliance with the surviving terms of the employment agreement and his execution of a full general release, we must pay him a severance package. The severance package would include: (a) a lump sum amount equivalent to 9 months of his then-effective base salary plus benefits, payable on the next Company payday; (b) payment of his COBRA insurance premiums for 9 months; (c) the right to retain his laptop computer and personal digital assistant, subject to his delivery of such devices to us for removal of proprietary information; and (d) 100% acceleration as of the termination date of all of his then-unvested options to acquire shares of our common stock.

Luke A. Thomas. Effective April 1, 2007, we entered into an employment agreement with Luke A. Thomas, our Executive Vice President, Strategy. Under his employment agreement, Mr. Thomas is eligible to receive an annual base salary of $150,000 and incentive compensation based on achievement of targeted goals and objectives. Mr. Thomas will be reimbursed for reasonable, out-of-pocket business expenses and is eligible for customary benefits generally available to our executive employees, subject to the terms and conditions of our plan documents. Our benefits currently include medical and dental care plans, flexible spending accounts for health and dependent care, a 401(k) plan, paid time off, and life insurance. Mr. Thomas’s employment is “at will” and may be terminated by Mr. Thomas or by us at any time, with or without cause. In the event Mr. Thomas voluntarily resigns or we terminate him for cause, he will only receive his base salary then in effect and benefits earned and payable as of the date of termination. In the event we terminate Mr. Thomas without

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cause, we must provide him 30 days’ advance written notice and, subject to his compliance with the surviving terms of the employment agreement and his execution of a full general release, we must pay him a severance amount equivalent to 6 months of his then-effective base salary plus benefits.

Fred P. Fischer. Effective April 1, 2007, we entered into an employment agreement with Fred P. Fischer, our Senior Vice President, Sales. Under his employment agreement, Mr. Fischer is eligible to receive an annual base salary of $158,700 and incentive compensation based on achievement of targeted goals and objectives. Mr. Fischer will be reimbursed for reasonable, out-of-pocket business expenses and is eligible for customary benefits generally available to our executive employees, subject to the terms and conditions of our plan documents. Our benefits currently include medical and dental care plans, flexible spending accounts for health and dependent care, a 401(k) plan, paid time off, and life insurance. Mr. Fischer’s employment is “at will” and may be terminated by Mr. Fischer or by us at any time, with or without cause. In the event Mr. Fischer voluntarily resigns or we terminate him for cause, he will only receive his base salary then in effect and benefits earned and payable as of the date of termination. In the event we terminate Mr. Fischer without cause, we must provide him 30 days’ advance written notice and, subject to his compliance with the surviving terms of the employment agreement and his execution of a full general release, we must pay him a severance amount equivalent to 4 months of his then-effective base salary plus benefits.

Outstanding Equity Awards at Fiscal Year End

As of the end of our fiscal year ended December 31, 2007, we had no outstanding equity awards.

Compensation of Directors

In 2007, our directors did not receive compensation for their services to us as members of our board of directors. Our board of directors, based on competitive data, determined the cash and equity compensation structure as set forth below to be paid to members of the board of directors and committees of the board of directors who are not employees, effective as of January 1, 2008:

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Equity Compensation Plan Information

We currently maintain one compensation plan that provides for the issuance of our common stock to officers and other employees, directors and consultants. This is the FLO Corporation 2007 Equity Incentive Plan, or our 2007 Plan, which has been approved by our stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing plan as of December 31, 2007:

FLO Corporation 2007 Equity Incentive Plan

We have one equity incentive plan, our 2007 Plan. Our 2007 Plan is administered by our compensation committee. The purpose of our 2007 Plan is to advance the interests of FLO Corporation and our stockholders by attracting, retaining and rewarding persons performing services for us and to motivate such persons to contribute to our growth and profitability.

Issuance of Awards. The issuance of awards under our 2007 Plan is at the discretion of our board of directors, which has the authority to determine the persons to whom any awards shall be granted and the terms, conditions and restrictions applicable to any award. Under our 2007 Plan, we may grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance awards, and other cash-based or stock-based awards to employees and consultants. Our 2007 Plan also authorizes the grant of awards of stock options, stock appreciation rights, restricted stock and restricted stock units to non-employee members of the board of directors and deferred compensation awards to officers, directors and certain management or highly compensated employees. Our 2007 Plan authorizes the issuance of up to 1,300,000 shares of our common stock for the foregoing awards. As of December 31, 2007, we had made no awards under our 2007 Plan and 1,300,000 shares were available for future awards under our 2007 Plan. As of December 31, 2007, we had not adopted any performance targets or other goals or objectives that must be met in order to issue awards under our 2007 Plan and we had not yet determined whether we will do so.

Exercise Price for Options. The exercise price per share for a stock option grant must be no less than 100% of the fair market value per share on the date of grant. The exercise price per share for an incentive stock option grant to an employee who, at the time of grant, owns stock representing more than 10% of the voting power of all classes of stock of Saflink or any parent or subsidiary, must be no less than 110% of the fair market value per share on the date of grant. For nonstatutory stock option grants, the administrator determines the exercise price per share.

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Payment of Exercise Price. Generally, the option exercise price may be paid in cash, by check, by cashless exercise, by net exercise or by tender or attestation of ownership of shares having a fair market value not less than the exercise price and that either (A) have been owned by the optionee for more than six months and not used for another exercise by tender or attestation, or (B) were not acquired, directly or indirectly, from us.

Exercisability and Vesting. At the time an award is granted, the administrator must fix the period within which the award may be exercised and determine any conditions that must be satisfied before the award may be exercised.

Term of Options. The maximum term of an option granted under our 2007 Plan is ten years.

Transferability of Awards. Options are nontransferable by the optionee other than by will or by the laws of descent and distribution and are exercisable during the optionee’s lifetime only by the optionee. Our 2007 Plan also limits the transferability of stock appreciation rights, restricted stock awards, restricted stock units and, prior to payment or settlement, performance awards, cash-based awards and other stock-based awards.

Change in Control. Our 2007 Plan provides that in the event of our merger with or into another corporation, the sale of substantially all of our assets, or the sale or exchange of more than 50% of our voting stock, each outstanding award shall be assumed or an equivalent award substituted by the surviving, continuing, successor or purchasing corporation or a parent thereof. The administrator may also deem an award assumed if the award confers the right to the award-holder to receive, for each share of stock subject to an award immediately prior to the change in control, the consideration that a stockholder is entitled on the effective date of the change in control.

Amendment and Termination. The administrator may at any time amend, suspend or terminate our 2007 Plan.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This summary of certain agreements we have entered into with our stockholders does not purport to be complete and is qualified in its entirety by reference to the respective agreements, a copy of each of which is filed or incorporated by reference as an exhibit to this report. We believe the terms and conditions set forth in such agreements are reasonable and customary for transactions of these types.

12% Convertible Note Financing

From April to May, 2008, in a private placement to accredited investors, including Mr. Argenbright, who is our Chief Executive Officer and a member of our board of directors, and Steven M. Oyer, who is a member of our board of directors, we issued approximately $7.1 million in principal amount of our 12% senior convertible notes due 2010 together with warrants to purchase up to 8,918,661 million shares of our common stock at an exercise price of $0.75 per share and warrants to purchase up to 7,134,931 million shares of our common stock at an exercise price of $0.60 per share. The warrants are exercisable for a period of five years or, in the case of the $0.60 warrants, the earlier of five years or nine months after the date that this registration statement is declared effective by the SEC. We also issued warrants to purchase an aggregate of 2,497,225 shares of our common stock to the placement agents in the convertible note financing.

Interest on the notes is payable quarterly commencing on July 1, 2008. The interest may be paid in cash or additional notes, at our discretion. Upon an event of default, the holder is entitled to interest at 15% per annum on the outstanding principal balance from the date of such event of default until it is cured, in cash on demand. In addition, upon an event of default, a holder of a note may declare due and payable the entire unpaid principal balance and all accrued and unpaid interest or demand that such amount be converted into shares of common stock at the conversion rate then in effect. The notes contain standard events of default and remedies, including acceleration, as well as a 110% prepayment obligation in the event of certain major transactions. If we fail to comply with a proper conversion demand, it may be required to pay monetary damages to the holder. Under certain limited circumstances, it may be required to prepay the notes in cash at the greater of 125% of principal or (if conversion is unavailable) a market-based conversion value, plus any other amounts due.

Holders may elect to convert their notes into shares of common stock at any time at the conversion rate then in effect. The notes will automatically convert into shares of common stock at the conversion rate then in effect on the first date after November 8, 2010 on which the closing price of the common stock has exceeded $3.00 for twenty consecutive trading days. The initial conversion rate is $0.80, subject to customary adjustments for stock splits, dividends, reclassifications, reorganizations, mergers and similar transactions. In general, if we issue additional securities linked to our common stock for a price per share of such common stock below the then applicable conversion rate, the conversion rate will be reduced to such price, except that any such reductions in the conversion rate will be made on a volume weighted-average basis for any such issuances made after an additional $10.0 million is raised in an equity or equity-linked financing with a price of at least $0.80 per share. If the 20-day volume weighted-average price per share at which the common stock is traded or quoted on the first anniversary of the date of issuance of the notes is less than the then applicable conversion rate, the conversion rate will be reset to the greater of $0.50 or such weighted-average price.

Certain investors who were then holders of shares of our Series A preferred stock, including Mr. Argenbright, who is our Chief Executive Officer and a member of our board of directors, and Steven M. Oyer, who is a member of our board of directors, purchased senior convertible notes in an amount at least equal to 30% of the stated value of such holder’s shares of Series A preferred stock. Upon the final closing of the convertible note financing on May 21, 2008, we (i) exchanged each such holder’s shares of Series A preferred stock (together with the dividends accrued thereon) for shares of our Series B preferred stock, (ii) issued each such holder warrants to purchase a number of shares of our common stock equal to the whole dollar amount of the stated value of such holder’s shares of Series A preferred stock plus such accrued dividends at an exercise price of $0.60 per share, and (iii) amended each such holder’s Series A-1 warrants and Series A-2 warrants to

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reduce the exercise prices from $3.00 to $1.50, and from $4.00 to $2.00, respectively. The remaining holders of our Series A preferred stock, who did not purchase the convertible notes, received common stock in exchange for their outstanding shares of Series A preferred stock (together with the dividends accrued thereon), at an exchange rate of $0.80 per share of common stock, and warrants to purchase a number of shares of common stock equal to the whole dollar amount of the stated value of such holder’s shares of Series A preferred stock plus such accrued dividends at an exercise price of $0.60 per share. In addition, we amended each such holder’s Series A-1 warrants and Series A-2 warrants to reduce the exercise prices from $3.00 to $1.50, and from $4.00 to $2.00, respectively. The $0.60 warrants are exercisable for a period ending on a date that is the earlier of five years after issuance or nine months after the date that a registration statement covering the resale of the underlying shares under the Securities Act of 1933 is declared effective by the SEC. As a result of these exchange transactions, we currently have no shares of Series A preferred stock outstanding.

Registration Rights Agreements

In connection with our Series A preferred stock financing, we entered into, and have amended, a registration rights agreement with certain of our stockholders. Parties to the agreement include Glenn L. Argenbright, who is our Chief Executive Officer and a member of our board of directors, Steven M. Oyer, who is a member of our board of directors, and other investors in our Series A preferred stock financing who are or were beneficial owners of more than 5% of a class of our voting securities, including Saflink (now known as IdentiPHI, Inc.), Enable Growth Partners LP, Enable Opportunity Partners LP, Lyrical Opportunity Partners II LP, Lyrical Opportunity Partners II Ltd, Melleos Onshore Fund LLC, Forum Partners, International RAM, Cranshire Capital LP, Crescent Capital, London Family Trust, Robert S. London, Trustee, Nite Capital, Mary Farrell, Pierce Diversified Master Fund LLC ENA, Soundpost Capital Offshore, Ltd., Soundpost Capital, LP, Soundpost Master Trust, SXJE LLC and ViewTrade Securities, Inc. Under the agreement, we agreed to file with the SEC a registration statement to register our common stock under the Exchange Act, on or before October 5, 2007. We agreed to use commercially reasonable efforts to file with the SEC a registration statement covering the resale of the shares of common stock issuable upon conversion of our Series A preferred stock and upon the exercise of the Series A-1 warrants and the Series A-2 warrants and to keep this registration statement continuously effective for up to three years after the effective date.

In connection with our 12% senior convertible note financing, we entered into a registration rights agreement with the purchasers of those notes. Parties to the agreement include Messrs. Argenbright and Oyer. Under the agreement, we agreed to file with the SEC, within 45 days from the issuance of the notes, a registration statement covering the resale of the shares of common stock issuable upon the exercise of the warrants issued together with the notes and to use our commercially reasonable efforts to keep this registration statement continuously effective for up to five years after the date the notes were issued.

Asset Purchase

On April 16, 2007, we purchased all of the assets of Saflink (now known as IdentiPhi, Inc.) and assumed certain liabilities related to its Registered Traveler business. We paid $6.3 million for the assets by issuing Saflink a promissory note that accrues interest at 8% per annum and is due April 16, 2008. On August 24, 2007, we paid Saflink the remaining principal balance of the promissory note through a combination of cash and the cancellation of approximately $1.9 million of outstanding Saflink debt that had been assigned to us. At the time of the asset purchase, Saflink owned all of our issued and outstanding shares of common stock. IdentiPHI, Inc. (formerly Saflink) no longer owns any of our capital stock.

Promissory Note Issued by Saflink to Glenn L. Argenbright

In connection with Saflink’s severance agreement with Mr. Argenbright, Saflink issued Mr. Argenbright a promissory note for $140,000 accruing interest at 8% per annum and due and payable in four equal quarterly installments, with the first such installment due April 1, 2008. Mr. Argenbright participated in our April 2007

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issuance of approximately $3.5 million in aggregate convertible promissory notes, which automatically converted into our Series A preferred stock in connection with our Series A preferred stock financings in July and August of 2007. In consideration for $150,000 in convertible notes in that offering, Mr. Argenbright paid us $10,000 in cash and assigned us the $140,000 note issued to him by Saflink, which at the time of the transaction owned all of our issued and outstanding common stock. We cancelled the $140,000 note in exchange for a dollar-for-dollar reduction in the principal amount of debt we owed to Saflink.

Software Development Agreement

On May 29, 2007, we entered into a software development agreement with International RAM. Chris Mashburn, International RAM’s Chief Executive Officer and President, was a member of our board of directors when we entered into the agreement. Under the agreement, International RAM agreed to develop technical designs for and use its best efforts to complete our facility server application, authentication application and related software, components and code. We will own all materials, software, tools, data, inventions, works of authorship and other innovations that International RAM may develop in the course of performing its services to us, and we acquired certain licenses of International RAM’s prior intellectual property. During the term of the agreement, International RAM employees assigned to the project may not perform services or provide material or information to any of our competitors. We will pay hourly fees according to a fee schedule to International RAM, reimburse its approved out-of-pocket expenses, and pay taxes in connection with the services its provides. We have paid $300,000 to International RAM as a deposit against the costs and fees that accrue under the agreement, which we expect will be the total dollar value of the transaction. We may terminate the agreement for any reason upon 30-days written notice, and either party may terminate the agreement immediately in the event of a material breach.

Consulting Agreement

On June 8, 2007, we entered into a consulting agreement with Business Travel Coalition, Inc., or BTC. Kevin M. Mitchell, a member of our board of directors, serves as chairman of BTC. Under the agreement, BTC agreed to provide marketing, communications, industry advisory, and strategic consulting services to us. During the consulting period, we will pay a monthly fee of $20,000 to BTC and reimburse its approved out-of-pocket expenses. We expect that the dollar value involved in the transaction, assuming the agreement continues through its term, will be approximately $720,000. The agreement will continue until February 28, 2010, unless earlier terminated. Either party may terminate the agreement for any reason upon 60-days written notice or immediately upon the other party’s uncured material breach.

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PRINCIPAL STOCKHOLDERS

The following table sets forth, as of July 8, 2008, information regarding beneficial ownership of our capital stock by:

Beneficial ownership is determined according to the rules of the SEC. Beneficial ownership means that a person has or shares voting or investment power of a security and includes any securities that person or group has the right to acquire within 60 days after the measurement date, such as pursuant to warrants or conversion privileges in connection with our Series B preferred stock. This table is based on information supplied by officers, directors and principal stockholders. Except as otherwise indicated, we believe that each of the beneficial owners of the common stock listed below, based on the information such beneficial owner has given to us, has sole investment and voting power with respect to such beneficial owner’s shares, except where community property laws may apply.

For purposes of the columns for common stock and Series B preferred stock, in accordance with rules of the SEC, shares of common stock underlying securities that a person has the right to acquire within 60 days after the measurement date are deemed to be beneficially owned by such person for the purpose of computing the person’s percentage ownership but are not treated as outstanding for the purpose of computing any other person’s ownership percentage.

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SELLING STOCKHOLDERS

The following table sets forth the number of shares beneficially owned by each of the selling stockholders as of July 8, 2008. None of the selling stockholders has held a position or office or had a material relationship with us within the past three years other than as a result of the ownership of our common stock or other securities of ours or as a result of being a service provider to us. The shares offered by this prospectus may be offered from time to time by the selling stockholders named below.

Beneficial ownership is determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. This table is based upon information supplied to us by the selling stockholders and information filed with the SEC. Except as otherwise indicated, we believe that each selling stockholder has sole voting and investment power with respect to all shares of the common stock shown as beneficially owned by it. The percentage of the selling stockholders’ beneficial ownership after the offering is based on 2,784,649 shares of our common stock outstanding as of July 8, 2008, and assumes the sale of all of the shares offered by this prospectus.

We may amend or supplement this prospectus from time to time in the future to update or change this list and shares which may be resold.

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DESCRIPTION OF SECURITIES TO BE REGISTERED

General

As of July 8, 2008, our authorized capital stock consisted of:

As of July 8, 2008, 2,784,649 shares of common stock were issued and outstanding and 1,519.9994 shares of preferred stock were issued and outstanding and convertible into 17,099,998 shares of common stock. All of our currently issued and outstanding shares of capital stock were validly issued, fully paid and non-assessable under the Delaware General Corporation Law, as amended, or the DGCL.

As of July 8, 2008, there were 136 record holders of our common stock. This does not include the number of beneficial owners whose stock is in nominee or street name accounts through brokers. The last sale price of our common stock as reported on the OTCBB on July 8, 2008, was $0.20 per share.

Set forth below is a summary description of all the material terms of our common stock and the $0.75 and $0.60 warrants. This description is qualified in its entirety by reference to our amended and restated certificate of incorporation, bylaws and form of warrants, each of which is filed as an exhibit to this registration statement.

Common Stock

All shares of common stock are equal to each other with respect to voting, liquidation, dividend and other rights. Holders of shares of common stock are entitled to one vote for each share of common stock owned in all proceedings in which action may or is required to be taken by stockholders. Holders of shares of common stock are entitled to receive such dividends as may be declared by the board of directors out of funds legally available therefor and, upon liquidation, are entitled to participate pro rata in a distribution of assets available for such a distribution to stockholders.

There are no conversion, preemptive, or other subscription rights or privileges with respect to any shares of our common stock. Our common stock does not have cumulative voting rights, which means that the holders of more than 50% of the shares voting in an election of directors may elect all of the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than 50% would not be able to elect any directors.

We have neither declared nor paid any dividends with respect to our common stock. In addition, we currently intend to retain any and all earnings in order to provide funds for the operation and expansion of our business and for the servicing and repayment of indebtedness. As such, we do not expect to pay cash, stock or other dividends with respect to any of our common stock in the foreseeable future. Any determination to pay dividends on our stock in the future will be at the sole discretion of our board of directors.

Warrants

From April to May, 2008, in a private placement to accredited investors, we issued approximately $7.1 million in principal amount of our 12% senior convertible notes due 2010 together with warrants to purchase up to 8,918,661 million shares of our common stock at an exercise price of $0.75 per share and warrants to purchase up to 7,134,931 million shares of our common stock at an exercise price of $0.60 per share. The warrants are exercisable for a period of five years or, in the case of the $0.60 warrants, the earlier of five years or nine months after the date that this registration statement is declared effective by the SEC. We also issued warrants to purchase an aggregate of 2,497,225 shares of our common stock to the placement agents in the convertible note financing. Subject to certain restrictions, the $0.75 warrants may be redeemable by us if our common stock has a minimum closing bid of $3.00 per share for 20 consecutive trading days. The $0.60 warrants are not redeemable. The exercise price of the warrants is subject to adjustment to provide certain anti-dilution protections to holders. The shares into which the warrants are exercisable are subject to resale registration rights.

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PLAN OF DISTRIBUTION

Each selling stockholder of the common stock and any of their pledges, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock included in this prospectus on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with the Financial Industry Regulatory Authority’s, or FINRA, NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA’s NASD IM-2440.

In connection with the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions for the creation of one or more derivative securities that require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

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We are required to pay certain fees and expenses that we incur incident to the registration of the shares. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders.

We have agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement that we be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

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LEGAL MATTERS

DLA Piper US LLP, Seattle, Washington, will issue a legal opinion as to the validity of the issuance of the shares of common stock offered under this prospectus.

EXPERTS

The financial statements as of December 31, 2007 and 2006 and for each of the two years in the period ended December 31, 2007 included in this prospectus and in the registration statement of which it forms a part have been so included in reliance on the report of BDO Seidman, LLP, an independent registered public accounting firm (which report contains an explanatory paragraph regarding our ability to continue as a going concern), appearing elsewhere in this prospectus and the registration statement of which it forms a part, given on the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the shares of common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy statements and other information with the SEC. You may read and copy any document we file at the public reference facilities of the SEC at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov and at our website at http://www.flocard.com. We furnish our stockholders with annual reports containing audited financial statements.

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC. Certain information in the registration statement has been omitted from this prospectus in accordance with the rules and regulations of the SEC. We have also filed exhibits and schedules with the registration statement that are excluded from this prospectus. For further information you may:

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FLO CORPORATION

INDEX TO FINANCIAL STATEMENTS

F-1

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FLO CORPORATION

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

(In thousands except share data)

See accompanying notes to unaudited condensed financial statements.

F-2

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FLO CORPORATION

(A Development Stage Company)

CONDENSED STATEMENTS OF EXPENSES

(Unaudited)

(In thousands, except per share data)

See accompanying notes to unaudited condensed financial statements.

F-3

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FLO CORPORATION

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)