Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes.   ☒ No X.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes X.   ☒ No.

Indicate by checkmarkcheck mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes.   ☒ No X.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes X.   ☒ No.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X.

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

Large accelerated filer.   Accelerated filer.   Non-accelerated filer.   SmallerIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting company X.under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Act.) Yes. ☒   No X. ☐

State theThe aggregate market value of the registrant’s voting and non-voting common equity 130,212 shares held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of theon June 30, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter.Not available.quarter was approximately $2,994,876 computed by reference to the closing sales price of the shares of common stock on June 30, 2021 which was $23.00.

Indicate theThe number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. 291,200,000 as of October 30, 2015.

April 15, 2022, was 130,212 shares.

2DOCUMENTS INCORPORATED BY REFERENCE — NONE

TABLE OF CONTENTS

FORM 10-K

Part I

PART ICAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this transition report on Form 10-K contains “forward-looking statements.” These forward-looking statements are contained principally in the sections titled “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions, or strategies concerning future events, including, but not limited to; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

As used in this transition report on Form 10-K, “ we,” “our,” “us” and the “Company” refer to Flowerkist Skin Care and Cosmetics, Inc., a Nevada corporation and its subsidiaries unless the context requires otherwise.

Item 1. BusinessBusiness.

OverviewRecent Developments

Change in Fiscal Year-End

On January 29, 2021, the Board of Directors of Flowerkist Skin Care and Cosmetics, Inc., (the “Company”) approved the change in the Company’s fiscal year end from July 31 to December 31.

Coronavirus (COVID-19)

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic which continues to spread throughout the U.S. and the globe. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most U.S. states and many countries have issued policies intended to stop or slow the further spread of the disease such as issuing temporary Executive Orders that, among other stipulations, effectively prohibit in-person work activities for most industries and businesses, having the effect of suspending or severely curtailing operations. COVID-19 and the U. S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. The extent of the ultimate impact of the pandemic on the Company’s operational and financial performance will depend on various developments, including the duration and spread of the outbreak, which cannot be reasonably predicted at this time. Accordingly, while management reasonably expects the COVID-19 outbreak to negatively impact the Company, the related consequences and duration are highly uncertain and cannot be predicted at this time.

History and Overview

We arewere formerly a Nevada corporation based out of Orlando, Florida. We intended to participate in cutting edge development and import and sell state of the art 3D printers, scanners, and ancillary equipment. Our mission iswas to provide individual and corporate customers with the most advanced and reliable cutting edge 3D printing technology in the most cost effective packages available in the marketplace at whatever level is appropriate for their needs. We want our business to be the “go to” vendor of 3D printers for individuals and businesses. Our focus iswas on the development of powderless metal and medical printers and printing technology.

The 3D printing industry is in its very early stages but is already getting more press and generating more excitement than almost any other technological development of recent years. It is not often that a new idea is constantly described as moving the goalposts for the way we actually live our lives. Amidst all the press and the hype, the reality of what the technology is capable of and the speed of its improvement is breathtaking.

We arewere committed to supplying the best plastic, medical, culinary, and powderless metal 3D printers in the industry, and we are supplied by one of the largest and most experienced 3D printing research, development, and manufacturing entities in the world. 3D MakerJet’s research and development partner and manufacturer, ZBOT / Guangzhou DNSPOWER Design Co. LTD, was founded in 2000, and is a leader in the 3D printing industry. A cutting-edge developer in the manufacturing sector, ZBOT won the coveted CDA National Design Award for its ZBOT 3D Printer, which is the platform of the 3D MakerJet printer line, making their 3D printer the only CDA winner at the Civilian level, reflectingreflecting the product’sproduct’s superior quality, as well as the manufacturer'smanufacturer’s comprehensive strength, commitment, and capabilities.

ManufacturingWe have been dormant since January 2016.

On July 14, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-816260-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company. David Lazar is the managing member of Custodian.

On July 16, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.

On January 29, 2021, the Board of Directors of Company approved the change in the Company’s fiscal year end from July 31 to December 31. As required, the Company will file a transition report on Form 10-K covering the transition period with the Securities and Exchange Commission.

On March 20, 2014, 3D MaketJet Asia Ltd. entered into22, 2021, as a result of a private transactions, 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share were transferred from Custodian Ventures, LLC to Flowerkist Inc. (the “Purchaser”). As a result, the Purchaser became an agreement with our Chinese manufacturer and developer, ZBOT / Guangzhou, for all of our products. We subsequently acquired 3D MakerJet Asia. The agreement is for two years and may be terminated on 30 days’ notice in the event of an uncured breach. We have a good working relationship with our manufacturer.

We will pursue intellectual property rights in the United States, where applicable, to endeavor to protect the technology and know-how belonging to the manufacturer. Under the agreement, we are responsible to maintain minimum orders, warehouse purchased product, and conduct all marketing and selling efforts in the United States.

Products and Services

Products:

Our 3D Printers

The 3D Makerjet Originator i1 is a state-of-the-art 3D printer that can utilize almost anyapproximately 70% holder of the currently manufactured plastic filaments supplied to the industry. It does, however, come with its own proprietary filament that we believe is head and shoulders above the rest in terms of quality and ease of use. The Originator’s power feed system ensures smooth and continuous function and accurate and detailed reproduction. We believe the Originator outperforms almost any printer not only at its price point but those that cost twice as much. It is an advanced machine at an entry level price. The Originator i1 has print dimensions of 150x150x140mm and weighs only 8 kg. We also carry larger models capable of building bigger objects. The Originator i2 handles print dimensions of 250x150x140mm. The Originator 35 has print dimensions of 250x250x350mm. The Originator 46 does 350x350x460mm in PLA only. The Originator 50 will print 500x500x500mm. The Originator D1 is smaller, even less expensive model designed for school and institutional use is available now. We also can supply custom printers in any size variation. ZBOT has manufactured printers up to a size of 28’x 28’ x 10’.

Originator i1 currently retails for $799 plus tax and shipping. All i1 orders are fulfilled out of our warehouse facility at our corporate offices, located in Orlando, Florida. Shipping times and charges vary depending upon carrier chosen, but normal ground is 10-14 days.

Pipeline Products

Our research and development partner and manufacturer, ZBOT / Guangzhou, has created two additional printers: the Food Printer and the Powderless Metal Printer; and a full size scanner.

The Powderless Metal Printer is expected to be available for delivery by spring 2016 and will be able to use various metal stocks and won’t depend on the powdered alloys that so limit the effectiveness and scope of current metal printers. The preliminary size specifications for this new printer are expected to be approximately 3 feet tall, by 2 foot 6 inches wide.

The 3D MakerJet full size scanner is in our showroom and available for special order. This is a scanner capable of creating an image of a full grown human being or an object of equivalent size. This unit will come with its own standalone processor, display and proprietary software. Work on a hand sized small scanner is almost complete.

The new hand held Scanner H1 is also now available for special order and will be offered at a price that will be very attractive compared to the few similar sized scanners on the market.

Recent Developments

Our Website

We launched a new interactive website complete with social media integration and daily live chat product support. We use two platforms currently — Facebook and Twitter — because it gives us the opportunity to share in the excitement and joy our customers are feeling when their ideas are made real. The same goes for support, so our customers get the most out of their 3D printing experience.

Our Showroom

We have opened a showroom and corporate offices in Orlando, Florida, in the centervoting rights of the popular “imagine”issued and outstanding share capital of the United States. Located inCompany on a fully-diluted basis of the Quorum Center, our new showroom is strategically located inCompany and became the exciting nexus of neighboring stalwarts such as Universal Studios® and Disney Resorts®.

controlling shareholder. The new 3D showroom fronts the home offices, warehousing and fulfillment centerconsideration paid for the Company.

Competition

We compete with a number of well-established companies with more resources and brand name recognition than we have. A few of these include:

§

Dassault Systemes: (DASTY) With its SolidWorks software, France-based Dassault Systemes has oneShares was $250,000. The source of the best known software packagescash consideration for 3D designers and creators.

§

Stratasys/Makerbot: With its acquisitionthe Shares was personal funds of MakerBot, the company leaped into the consumer market, or at least the professional amateur (pro-am) market..

§

Autodesk: 3D printing is amazing, but you can’t print if you don’t have a digital file, a computer modeled version that communicatesPurchaser. In connection with the printer itself. That’s where AutoCAD softwaretransaction, David Lazar released the Company from Autodesk comesall debts owed to him.

On March 22, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Barry Clark consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.

Barry Clark, 62, is the co-founder of Flowerkist, Inc., along with Stephanie Clark and the Chairman of the Board of Directors, which was founded in 2017. He also acts as a business mentor at CanopySD, a seed-stage mentorship-driven accelerator program for the legal cannabis industry in Southern California. Mr. Clark was the founder and managing director of Sussex Partners Investor Relations and Regal Barrington from 2004 through 2014.

On August 17, 2021, 3D Makerjet, Inc., amended its Articles of Incorporation change its name to Flowerkist Skin Care and Cosmetics, Inc. The change was made in anticipation of entering into play. The company supports major industries, inventors, entrepreneurs,a new line of business operations.

Also on August 17, 2021, the Company amended its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000.

On September 14, 2021, Stephanie Parker was appointed as a director and even consumers with its appsas President and full suiteSecretary of software.the Company. Also, on September 14, 2021, Ms. Parker accepted such an appointment. Ms. Parker is not independent using the definition of independence under NASDAQ Listing Rule 5605(a)(2) and the standards established by the Securities and Exchange Commission. Ms. Parker was formerly married to Barry Clark.

§Employees

3D Systems: This company has captured the attention of many Wall Street analysts due to its product mix (mostly high end industrial 3D printers, but also a growing consumer line), strong patents, and its sales of high margin materials.

§

HP: A leader in the 2D printer market, and its market share was nearly 40% in 2013. The company believes that 3D printing is a natural progression of its 2D printer business, where it has a sizeable share.

§

Shapeways: The largest 3D printing marketplace in the world, and has brought millions of 3D printed products to market since its inception in 2007. While some companies like Makerbot are trying to bring cheap 3D printers to the masses, Shapeways thinks it can do 3D printing more cost-effectively by having makers offload that work to Shapeways’ 3D printers. Shapeways is aggressively working with companies like Adobe to bring 3D printing functionality to tools like Photoshop, and they continually refine their developer portal and API to ensure better 3D printing apps and tools are brought to market.

Employees

As of the date of this Current Report, the Company has 3no full-time employees.

Reports to Security Holders

We intend to furnish our shareholders’ annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the Securities and Exchange Commission in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Item 1A. Risk Factors.

YOU SHOULD CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS TRANSITION REPORT ON FORM 10-K BEFORE DECIDING WHETHER TO INVEST IN THE COMPANY’S COMMON STOCK. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO THE COMPANY OR THAT THE COMPANY CURRENTLY DEEMS IMMATERIAL MAY ALSO IMPAIR THE COMPANY’S BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, THE COMPANY’S BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING PRICE OR THE COMPANY’S COMMON STOCK COULD DECLINE AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT. THIS TRANSITION REPORT ON FORM 10-K ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. PLEASE SEE “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS”.

Risks Related to our Company

We have a history of operating losses and our auditors have indicated that there is substantial doubt about our ability to continue as a going concern.

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On December 31, 2021, the Company had an accumulated deficit of $3,378,176 and working capital of $-0-. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s continuation as a going concern is solely dependent upon the Company’s ability to raise financing from third parties. There is no assurance that the Company will be successful in doing so. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Because we are a “shell company” the holders of our restricted securities will not be able to sell their securities in reliance on Rule 144 and we cannot file registration statements under Section 5 of the Securities Act using a Form S-8, until we cease being a “shell company”.

We are a “shell company” as that term is defined by the applicable federal securities laws. Applicable provisions of Rule 144 specify that during that time that we are a “shell company” and for a period of one year thereafter, holders of our restricted securities cannot sell those securities in reliance on Rule 144. This restriction may have potential adverse effects on future efforts to form additional capital through unregistered offerings. Another implication of us being a shell company is that we cannot file registration statements under Section 5 of the Securities Act using a Form S-8, a short form of registration to register securities issued to employees John Crippen, Christopher Alden and Taylor Touchette.consultants under an employee benefit plan. As result, one year after we cease being a shell company, assuming we are “current” in our reporting requirements with the Securities and Exchange Commission and have filed current “Form 10 information” with the SEC reflecting our status as an entity that is no longer a shell company for a period of not less than 12 months, holders of our restricted securities may then sell those securities in reliance on Rule 144 (provided, however, those holders satisfy all of the applicable requirements of that rule).

We may fail to successfully execute our business plan.

Our shareholders may lose their entire investment if we fail to execute our business plan. Our prospects must be considered in light of the following risks and uncertainties, including but not limited to, competition, the ability to retain experienced personnel and general economic conditions. We cannot guarantee that we will be successful in executing our business plan. If we fail to successfully execute our business plan, our shareholders may lose their entire investment.

The Company may suffer from lack of availability of additional funds.

We expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we will be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. If we are successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with the terms of such financing, which could result in severe liability for our Company. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations altogether. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

Our acquisition strategy creates risks for our business.

We expect that we will pursue acquisitions of other businesses, assets, or technologies to grow our business. We may fail to identify attractive acquisition candidates, or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash to compete for attractive acquisition targets. If we are unable to complete acquisitions in the future, our ability to grow our business will be impaired.

We may pay for acquisitions by issuing additional shares of our common stock, which would dilute our stockholders, or by issuing debt, which could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous other risks, including:

The recent outbreak of the coronavirus may cause an overall decline in the economy as a whole and may materially harm our Company.

If the recent outbreak of the COVID-19 coronavirus continues to grow, the effects of such a widespread infectious disease and epidemic may cause an overall decline in the economy as a whole. The actual effects of the spread of coronavirus are difficult to assess at this time as the actual effects will depend on many factors beyond the control and knowledge of the Company. However, the spread of the coronavirus, if it continues may cause an overall decline in the economy as a whole and therefore may materially harm our Company. Accordingly, while management reasonably expects the COVID-19 outbreak to negatively impact the Company, the related consequences and duration are highly uncertain and cannot be predicted at this time.

We may be unable to scale our operations successfully.

Our growth strategy will place significant demands on our management and financial, administrative, and other resources. Operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative, and other resources. If the Company is unable to respond to and manage changing business conditions, or the scale of its operations, then the quality of its services, its ability to retain key personnel, and its business could be harmed.

The Company may suffer from a lack of liquidity.

By incurring indebtedness, the Company subjects itself to increased debt service obligations which could result in operating and financing covenants that would restrict our operations and liquidity. This would impair our ability to hire the necessary senior and support personnel required for our business, as well as carry out its acquisition strategy and other business objectives.

Economic conditions or changing consumer preferences could adversely impact our business.

A downturn in economic conditions in one or more of the Company’s future markets could have a material adverse effect on our results of operations, financial condition, business, and prospects. The existing federal deficit, as well as deficit spending by the government as the result of adverse developments in the economy or other reasons, can lead to continuing pressure to reduce government expenditures for other purposes. Such actions in turn may adversely affect our results of operations. Although we attempt to stay informed of government and customer trends, any sustained failure to identify and respond to trends could have a material adverse effect on our results of operations, financial condition, business, and prospects.

The requirements of remaining a public company may strain our resources and distract our management, which could make it difficult to manage our business.

We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements are time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that we determine that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the market value of our securities may be negatively affected.

Risks Related to Our Common Stock

Our Common Stock Currently Trades on the Pink Tier of OTC Markets.

Our Common Stock currently trades on the Pink Tier of OTC Market Group LLC’s Marketplace under the symbol “FKST” and is labeled as “Pink Current Information” at this time. On August 20, 2021, FINRA declared the Name Change effective. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock.

Our common stock is subject to the application of the “penny stock” rules which could adversely affect the market price of our common stock and increase transaction costs to sell those shares.

The SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

Generally, Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

The market price for our common stock is particularly volatile which could lead to wide fluctuations in our share price. You may be unable to sell your common stock shares at or above your purchase price, or at all, which may result in substantial losses to you.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common stock regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock shares will be at any time, or as to what effect the sale of shares or the availability of common stock shares for sale at any time will have on the prevailing market price.

Because we will likely issue additional shares of our common stock, investment in the Company could be subject to substantial dilution.

Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue 300,000,000 shares of common stock. We anticipate that all or at least some or potentially all of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell or issue more common stock, any investors’ investment in the Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Company’s common stock could seriously decline in value.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted FINRA Rule 2111 that requires a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board of Directors.

If we are unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our common stock, if a market ever does develop for it, could decline.

If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of our public reporting could cause our stock price to decline.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. PropertiesProperties.

We lease space for our corporate offices at 4303 Vineland Rd. F2, Orlando, Florida 32011. The term of the lease is June 1, 2014 through August 31, 2017. The property is 1,933 square feet.Company has no properties.

We account for the lease on the straight-line basis and are recording monthly rent expense of $2,045. Total rent expense for the year ended July 31, 2015 was $24,544.

Minimum future lease commitments are as follows:

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. Mine Safety DisclosuresDisclosures.

N/ANot applicable.

PARTPart II

Item 5. Market for Registrant’s Common Equity, and Related Stockholder MattersandMatters, and Issuer Purchases of Equity SecuritiesSecurities.

Market Information

We recently enlisted a market maker to enable us to quoteOur Common Stock is quoted on the OTCPink quotation service. Ourover the counter “pink sheets” under the trading symbol on the OTCPink is MRJT. There is presently no trading“FKST”

Transfer of our common stock. We can provide no assurance that a public market will materialize. stock may also be restricted under the securities or blue sky laws of certain states and foreign jurisdictions. Consequently, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

The following table sets forth the high and low bid quotations for our Common Stock as reported on the pink sheets for the periods indicated.

As of April 14, 2022 the closing price of our Common Stock was $4.23 per share.

Holders of Our Common Stock

As of October 30, 2015,March 31, 2022 we had 291,200,000130,200 shares of our common stock issued and outstanding, held by twenty-nine (29)twenty-seven (27) shareholders of record, with others holding shares in street name.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due in the usual course of business, or;

2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.

Item 6. Selected Financial DataData.

ANot required for smaller reporting company is not required to provide the information required by this Item.companies.

7

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

ResultsChange in Fiscal Year-End

On January 29, 2021, the Board of Operations forDirectors of Flowerkist Skin Care and Cosmetics, Inc. (the “Company”) approved the years endedchange in our fiscal year end from July 31 2015 and 2014to December 31.

RevenuesPlan of Operation

We generated revenues of $20,091 for the year ended July 31, 2015, as comparedThe Company’s current business objective is to seek a business combination with $0 for the year ended July 31, 2014. The increase was attributable to the sales of our 3D printers which started during the year ended July 31, 2015. Our cost of sales was $10,865 for the year ended July 31, 2015, which resulted in gross profits of $9,226 or 46% of revenues.

We have generated limited revenue since our inception. We have incurred losses since our inception. We do not expect to generate significant revenues until we successfully market and sell our 3D printers. As we are just introducing product into the market, we are not sure what future margins will be with our limitedan operating history.

Operating Expenses

Operating expenses increased to $406,926 for the year ended July 31, 2015, from $224,746 for the year ended July 31, 2014. Our operating expenses for the year ended July 31, 2015 consisted of general and administrative expenses in the amount of $84,374, professional fees in the amount of $156,718, and compensation of $165,834. In comparison, our operating expenses for the year ended July 31, 2014 consisted of general and administrative expenses in the amount of $94,423, professional fees in the amount of $118,123, and compensation of $12,200.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated with our 3D printer related activities and the professional fees associated with our reporting obligations under the Securities Exchange Act of 1934.

Other Expenses

Other expenses increased to $289,981 for the year ended July 31, 2015, from other income of $29,338 for the year ended July 31, 2014. Other expenses consisted primarily of interest expense. The increase is due to a number of convertible promissory notes issued from June 16, 2014 through April 15, 2015.

Net Loss

We incurred a net loss of $687,681 for the year ended July 31, 2015, compared to a net loss of $195,408 for the year ended July 31, 2014.

Liquidity and Capital Resources

As of July 31, 2015, we had $68,808 in total current assets. We had current liabilities of $417,638 as of July 31, 2015. Accordingly, we had a working capital deficit of $348,830 as of July 31, 2015.

Operating activities used $387, 292 in cash for the year ended July 31, 2015, as compared with $253,924 used for the year ended July 31, 2014. Our negative operating cash flow for the year ended July 31, 2015 was mainly a result of our net loss for the period, offset by the effects of debt discount amortization and the increase in accounts payable and accrued liabilities.

Investing activities for the year ended July 31, 2015 generated $1,157 in cash, as compared with using $27,333 for the year ended July 31, 2014.

Financing activities for the year ended July 31, 2015 generated $380,500 in cash, as compared with $301,178 for the year ended July 31, 2014. Proceeds from financing activities consisted primarily of proceeds from convertible debt.

The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing.company. We intend to fund operations throughuse the Company’s limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt and/or equity financing arrangements, whicha combination of capital stock and debt, in effecting a business combination. It may be insufficient to fundexpected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.stock:

Similarly, if we issued debt securities, it could result in:

Going Concern

We were formed in January 2009. We have negative working capital, of $348,830 andno cash on hand, have an accumulated deficit of $997,540 at July 31, 2015 and have no sources of financing. While we are attempting to expand operations and produce revenues, our cash position may not be significant enough to support our daily operations. Management will seek funds from outside business contacts as needed. There can be no assurances to that our business plan will succeed.

Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position, or cash flow. 

Off Balance Sheet Arrangements

As of JulyDecember 31, 2015,2021, there were no off balanceoff-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements Required by Article 8 of Regulation S-X:

See accompanying notes to the consolidated financial statements.

3D MAKERJET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED JULY 31, 2015 AND 2014

See accompanying notes to the consolidated financial statements.

3D MAKERJET, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Flowerkist Skin Care And Cosmetics, Inc. f/k/a 3D MakerJet, Inc. (“3D MakerJet” orFlowerkist “or the “Company”), formerly known as American Business Change Agents, Inc., was incorporated under the laws of the State of Nevada on January 12, 2009.

On May 4, 2014, the name of the Company was changed to 3D MakerJet, Inc.

The Company ishad been developing a business plan focused on the sale of 3D printers, scanners, and ancillary equipment. 3D MakerJet, Inc.

On May 4, 2014, the name of the Company was changed to 3D MakerJet, Inc. the Company has been dormant since January 2016.

On July 14, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-816260-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of the Company. David Lazar is the managing member of Custodian.

On July 16, 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

On January 29, 2021, the Board of Directors of the Company approved the change in the Company’s fiscal year-end from July 31 to December 31. As required, the Company will file a transition report on Form 10-K covering the transition period with the Securities and Exchange Commission.

On March 22, 2021, as a result of a private transaction, 10,000,000 shares of Series A Preferred Stock, $0.001 par value per share were transferred from Custodian Ventures, LLC to Flowerkist Inc. (the “Purchaser”). As a result, the Purchaser became an approximately 70% holder of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company and became the controlling shareholder. The consideration paid for the Shares was $250,000. The source of the cash consideration for the Shares was corporate funds of the Purchaser. In connection with the transaction, David Lazar released the Company from all debts owed to him.

On March 22, 2021, the existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and a Director. At the effective date of the transfer, Barry Clark consented to act as the new President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors of the Company.

On August 17, 2021, 3D Makerjet, Inc., amended its Articles of Incorporation change its name to Flowerkist Skin Care and Cosmetics, Inc. The change was made in anticipation of entering into a new line of business operations.

Also on August 17, 2021, the Company amended its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000.

On September 14, 2021, Stephanie Parker was appointed as a director and as President and Secretary of the Company. Also, on September 14, 2021, Ms. Parker accepted such an appointment. Ms. Parker is not independent using the definition of independence under NASDAQ Listing Rule 5605(a)(2) and the standards established by the Securities and Exchange Commission. Ms. Parker was formerly married to Barry Clark.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis of Presentation

TheseThe accompanying financial statements arehave been prepared onin accordance with the accrual basisFinancial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles generally accepted(“GAAP”) in the United StatesStates. 

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of America (“U.S. GAAP”)assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these financial statements. As of December 31, 2021 the Company had an accumulated deficit of $3,378,176.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible. 

Reverse Stock Split

On August 17, 2021, the Company initiated a 1 for 1,000 reverse split. Prior to the split, there were 130,200,000 shares outstanding. After the split, there were 130,212 shares outstanding. The reverse split has been applied retroactively for all financial statements presented unless specifically stated otherwise.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S.US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from thosethese estimates.

Fair Value MeasurementsCash and cash equivalents