UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 10-Q

☒3D MakerJet, Inc. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 333-157783

FLOWERKIST SKIN CARE AND COSMETICS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

26-4083754

(IRS Employer Identification No.)

22431 Antonio Parkway, Suite 160
Rancho Margarita, CA92688

(949)525-3278

(Address and telephone number of registrant’s executive office)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check markcheckmark whether the registrantissuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 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       .days. Yes X. ☒   No ☐

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). X.Yes. ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer,filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

StateIndicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latestmost practicable date: 130,200,000

The number of shares outstanding of the registrant’s common sharesstock as of March 11, 2016.January 13, 2023 was 130,212 shares.

FLOWERKIST SKIN CARE AND COSMETICS, INC.

TABLE OF CONTENTS

PART I -FINANCIALFINANCIAL INFORMATION

Item 1. Financial StatementsITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

OurFlowerkist Skin Care and Cosmetics, Inc.

Balance Sheets

(Unaudited)

The accompanying notes are part of the consolidated financial statements included in this Form 10-Q are as follows:statements.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United StatesFlowerkist Skin Care and Cosmetics, Inc.

Statements of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended January 31, 2016 are not necessarily indicative of the results that can be expected for the full year.Operations

(Unaudited)

3D MAKERJET, INC.

CONSOLIDATED BALANCE SHEETS

AS OF JANUARY 31, 2016 AND JULY 31, 2015

(UNAUDITED)

SeeThe accompanying notes toare an integral part of the financial statements.

Flowerkist Skin Care and Cosmetics, Inc.

Statements of Changes in Shareholders Equity

3D MAKERJET, INC.(Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTH PERIODS ENDED JANUARY 31, 2016 AND 2015

(UNAUDITED)

SeeThe accompanying notes toare an integral part of the financial statements.

Flowerkist Skin Care and Cosmetics, Inc.

3D MAKERJET, INC.Statements of Cash flows

CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

FOR THE SIX MONTHS ENDED JANUARY 31, 2016 AND 2015

(UNAUDITED)

SeeThe accompanying notes toare an integral part of the financial statements.

3D MAKERJET, INC.

NOTES TO THEUNAUDITED FINANCIAL STATEMENTS JANUARY 31, 2016

(UNAUDITED)

NOTE 1 - – ORGANIZATION BASISAND DESCRIPTION OF ACCOUNTING AND SIGNIFICANT ACCOUNTING POLICIESBUSINESS

Flowerkist Skin Care And Cosmetics, Inc. f/k/a 3D MakerJet, Inc. (the Company)(“Flowerkist” 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

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial 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 (“GAAP”) in the United States.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements are available. The Company has incurred significant operating losses since its inception. As of September 30, 2022, the Company had no cash on hand, a working capital deficit of $39,467 and an accumulated deficit of $3,415,671. 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 to supplement expected cash flow. Historically, the Company has raised capital through related party loans, as an interim measure to finance working capital needs. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

Reverse Stock Split

On August 17, 2021, the Company initiated a 1 for 1,000 reverse split of its common shares. Prior to the split, there were 130,200,000 shares outstanding. After the split, there were 130,212 shares outstanding. No shares have been subsequent to the split and through the date of this Report. The reverse split has been applied retroactively for all financial statements presented unless specifically stated otherwise.

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.

Management’s Representation of Interim Financial Statements

The accompanying unaudited interimcondensed consolidated financial statements and related notes have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"(“GAAP”) for interim financial information, and with thehave been condensed or omitted as allowed by such rules and regulations, ofand management believes that the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they dodisclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments, (consisting of normal recurring accruals) which are, in the opinion of management are necessary to a fair statementpresentation of thefinancial position and results for the interim periods presented. Unaudited interimof operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of the results for thea full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the fiscal year ended July 31, 2015 and notes thereto containedon December 31, 2021, as presented in the Company'sCompany’s Annual Report on Form 10-K.10-K filed on April 15, 2022, with the SEC.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 these estimates.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On September 30, 2022, and December 31, 2021, the Company’s cash equivalents totaled $-0- and $-0- respectively.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those estimates.temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when itThe amount recognized is probable that a liability has been incurred andmeasured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the assessment can be reasonably estimated.validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Net Loss Per Commonper Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the period.quarter or year, respectively. Diluted net lossearnings per common share is computedcalculations are determined by dividing net lossincome by the weighted average number of common shares and dilutive common share equivalents outstanding.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company’s operations.

NOTE 3 – RELATED PARTY DEBT

As of September 30, 2022, and December 31, 2021, the balance of related party loans was $23,572 and $1,972, respectively. This notes payable represents an interest free demand loan extended to the Company by its CEO.

NOTE 4 – EQUITY

Common Stock

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.

The Company has authorized 300,000,000shares of $0.001 par value, common stockstock. As of September 30, 2022, and potentially outstandingDecember 31, 2021, there were 130,212 and 130,212 shares of common stock during each period. There were no potentially dilutive sharesCommon Stock issued and outstanding, as of January 31, 2016 or July 31, 2015. Asrespectively.

Preferred Stock

On September 24, 2020, the Company has incurred lossesdesignated 10,000,000 shares of Preferred A stock, par value $0.0001, and awarded Custodian Ventures these shares that carry 30 to 1 conversion rights into common shares. These shares were awarded in return for all periods,a reduction of $10,000 of related party loans extended by Custodian Ventures to the impactCompany. As a result, the Company recorded stock-based compensation of $2,450,000 related to these shares.

On March 22, 2021, as a result of a private transaction, these 10,000,000 shares of Series A Preferred Stock, were transferred from Custodian Ventures, LLC to Flowerkist Inc. (the “Purchaser”). As a result, the Purchaser became an approximately 70% holder of the common stock equivalents would be antidilutive,voting rights of the issued and therefore, are not included inoutstanding share capital of the calculation.Company on a fully-diluted basis of the Company and became the controlling shareholder.

New Accounting StandardsAs of September 30, 2022, and December 31, 2021, there were 10,000,000 and 10,000,000 shares of Series A outstanding, respectively.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company did notnot have any debt issuance costs by the end of its first quarter for fiscal year 2016, but plans to adopt ASU No. 2015-03 regarding the presentation of debt issuance costs for fiscal year 2016.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on EDGAR system.

NOTE 2 -GOING CONCERN

The Company was formed in January 2009. It has incurred cumulative losses since inception, has a negative working capital of $783,656 and an accumulated deficit of $1,725,134 at January 31, 2016, and has had recurring negative cash flows from operations. While the Company is attempting to raise both debt and equity capital, expand operations and produce revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to seek funds from outside business contacts as needed. There can be no assurances to that its business plan will succeed. Accordingly, there is doubt that the Company will be able to realize its assets and liquidate its liabilities in the normal course of business operations.

The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - CONVERTIBLE PROMISSORY NOTES

On various dates from May 28, 2014 through January 31, 2016, the Company issued convertible promissory notes totaling $775,178, including $275,631 to an employee. Of this amount, $399,500, including $62,000 from the acquisition of 3D MakerJet Asia was recorded during the year ended July 31, 2015, and $136,500, was recorded during the three months ended January 31, 2016. At the time of issuance, the notes were evaluated and were determined to contain a beneficial conversion feature. As a result, a discount on convertible promissory notes totaling $601,395, including $207,258 to the employee, was recorded with a corresponding credit to additional paid-in capital. Accumulated discount amortizationcontractual commitments as of January 31, 2016 amounted to $428,910.

 Presented in the balance sheet as:

NOTE 4 - STOCKHOLDERS' DEFICIT

On September 30, 2014, our board of directors2022, and majority shareholder approved a twenty-six for one (26: 1) forward split of our issued and outstanding common stock. The total number of authorized shares was not changed. All share and per share information has been retroactively adjusted to reflect the reverse stock split in the financial statements and in the notes to the financial statements for all periods presented, to reflect the reverse stock split as if it occurred at beginning of the comparable year.

On October 30, 2015, the Company’s majority shareholder, Market Milestones, Inc., cancelled 161,200,000 shares of common stock that it owned in the Company.  Market Milestones continues to own a majority of the Company’s issued and outstanding shares of common stock.

On December 2, 2015, we issued 200,000 shares of our common stock in consideration for consulting services provided by EGM Firm, Inc. The company recorded increases totaling $200 to capital stock, $279,800 towards additional paid-in capital.  

On various dates, during the six month period ended January 31, 2016, the Company recorded increases totaling $68,620 to additional paid-in capital related to beneficial conversion features on convertible promissory notes.2021.

NOTE 5 - 6 – SUBSEQUENT EVENTS

The CompanyIn accordance with SFAS 165 (ASC 855-10) management has evaluated allperformed an evaluation of subsequent events that occurred after the balance sheet date of January 31, 2016 through March 11, 2016, the date whenthat the financial statements were available to be issued and identifiedhas determined that it does not have any material subsequent events to disclose in these financial statements with the following reportable subsequent event:

Subsequent to the endexception of the period, the Company issued convertible promissory notes totaling $36,000. The notes mature within one year, carry interest at 15%, and are convertible into the common stock of the Company at a conversion price of $0.001 per share.following:

Item

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward-LookingCautionary Note Regarding Forward Looking Statements

CertainThis report contains forward-looking 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 27Aincluding statements regarding management’s future plans for the Company, our liquidity and ability to raise capital, our business strategy, and our future operations. All statements other than statements of the Securities Acthistorical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans, and objectives of 1933management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and Section 21E of the Securities Exchange Act of 1934. Thesesimilar expressions, as they relate to us, are intended to identify forward-looking statements. We have based 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 basedlargely on our current expectations and assumptionsprojections about future events and financial trends that are subject towe believe may affect our financial condition, results of operations, business strategy, and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks and uncertainties whichthat may cause actual results to differ materially from these forward-looking statements include the ongoing impact of the coronavirus pandemic and its negative effect on the U.S. and global economies, and our lack of an operating history and revenue. Further information on the risk factors affecting our business is contained in “Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2021. We undertake no obligation to publicly update or revise any forward-looking statements.statements, whether as the result of new information, future events, or otherwise.

Organizational History of the Company and Overview

Flowerkist Skin Care and Cosmetics, Inc. (“Flowerkist Skin Care and Cosmetics” 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 Flowerkist Skin Care and Cosmetics, Inc. The Company had been developing a business plan focused on the sale of 3D printers, scanners, and ancillary equipment.

On May 4, 2014, the name of the Company was changed to Flowerkist Skin Care and Cosmetics, 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 the 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.

The evaluation and selection of a business opportunity is a complex and uncertain process, and we have not yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests of the Company and its shareholders may be scarce, or we may be unable to obtain the businesses we identify as viable for our objectives, including due to competitive forces in the marketplace beyond our control. There can be no assurance that we will be able to locate compatible business opportunities for the Company. See –“Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2021.

Plan of Operation

The Company has no operations from a continuing business other than expenditures related to running the Company as of the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to predict resultseffectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.

During the remainder of the fiscal year ending December 31, 2022, we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity that has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or a merger with, an entity that desires access to the U.S. capital markets.

Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated.

Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the actual effecttype of future planssecurities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.

Additional issuances of equity or strategies is inherently uncertain. Factorsconvertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of development. Such risks for us include but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our operations and futurebusiness 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.

Company Overview

We are a Nevada corporation based out of Orlando, Florida. We import and sell state of the art 3D printers, scanners, and ancillary equipment. Our mission is 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.

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 are 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, ZBOTIGuangzhou DNSPOWER Design Co. LTD, was founded in 2000, and we believe is a leader in the 3D printing industry. A cutting-edge developer in the plastics and 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, reflecting the product's superior quality, as well as the manufacturer's comprehensive strength, commitment and capabilities.

Our 3D Printers

The 3D MakerJet Originator i1 is a state-of-the-art 3D printer that can utilize almost any 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 il has print dimensions of 150xl50xl40mm and weighs only 8 kg. We also carry larger models capable of building bigger objects. The Originator i2 handles print dimensions of 250xl50x140mm. The Originator 35 has print dimensions of 250x250x350mm. The Originator 46 does 350x350x460mm in PLA only. The Originator 50 will print 500x500x500mm. The Originator Dl is smaller, even less expensive model designed for school and institutional use is available now.

Originator i1 currently retails for $599 plus tax and shipping. All Originator 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, has created two additional printers: the Candy Printer and the Powderless Metal Printer; and a full size scanner.

The Powderless Metal Printer is expected to be available for delivery by Fall 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.  Filaments in copper, lead and tin are being tested.  The Powderless Metal Printer will be able to be truck mounted, which will make it very desirable and useful in many industries such as electrical contracting, mining, and manufacturing.

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 HI 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 center of the popular "imagine" capital of the United States. Located in the Quorum Center, our new showroom is strategically located in the exciting nexus of neighboring stalwarts such as Universal Studios® and Disney Resorts®.

The new 3D showroom fronts the home offices, warehousing and fulfillment center for the Company.

Results of Operations for the three and six months ended January 31, 2016 and 2015

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 limited operating history.

Operating Expenses

Operating expenses increased to $388,199 for the three months ended January 31, 2016 from $128,085 for the three months ended January 31, 2015.  Our operating expenses for the three months ended January 31, 2016 consisted primarily of professional fees of $51,741, compensation of $36,586, contractor fees of $280,000, and office expenses of $19,872.  In comparison, our operating expenses for the three months ended January 31, 2015 consisted of general and administrative expenses in the amount of $17,278, professional fees in the amount of $76,118, and compensation of $34,689.

Operating expenses increased to $505,362 for the six months ended January 31, 2016 from $249,727 for the six months ended January 31, 2015.  Our operating expenses for the six months ended January 31, 2016 consisted primarily of professional fees of $110,246, compensation of $73,050, contractor fees of $280,000, and office expenses of $42,066.  In comparison, our operating expenses for the six months ended January 31, 2015 consisted of general and administrative expenses in the amount of $50,481, professional fees in the amount of $108,673, and compensation of $90,573.

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 decreased to $116,414 for the three months ended January 31, 2016 from other expenses of $129,798 for the three months ended January 31, 2015.Other expenses increased to $230,311for the six months ended January 31, 2016 from other expenses of $211,751 for the six months ended January 31, 2015.

Other expenses consisted entirely of interest expense for all periods. The increase is due to a number of convertible promissory notes issued from May 28, 2014 through January 31, 2016. We expect that our interest expenses will increase in future quarter from the convertible debt we have issued.

Net Loss

We incurred a net loss of $506,094 for the three months ended January 31, 2016, compared to net loss of $242,657 for the three months ended January 31, 2015.  We incurred a net loss of $727,593 for the six months ended January 31, 2016, compared to a net loss of $440,257 for the six months ended January 31, 2015.

Liquidity and Capital Resources

As of January 31, 2016, we had $51,264 in total current assets. We had current liabilities of $834,920 as of January 31, 2016. Accordingly, we had a working capital deficit of $783,656 as   of January 31, 2016.

Operating activities used $150,125 in cash for the six months ended January 31, 2016, as compared with $203,122 used for the six months ended January 31, 2015. Our negative operating cash flow for January 31, 2016 was mainly a result of our net loss for the period, offset by the effects of debt discount amortization, the share based compensation, along with an increase in accounts payable and accrued liabilities.

Investing activities for the six months ended January 31, 2016 provided $0 in cash, as compared with cash flows provided from investing activities of $1,156 for the six months ended January 31, 2015.

Financing activities for the three months ended January 31, 2016 generated $136,500 in cash, as compared with $188,486 for the six months ended January 31, 2015. Proceeds from financing activities consisted entirely of proceeds from convertible debt.

On various dates from May 28, 2014 through January 31, 2016, we issued convertible promissory notes totaling $775,178, including $275,631 to an employee. Subsequent to the reporting period, we issued convertible promissory notes totaling $36,000. All notes range from $2,500 to $131,631 in principal, mature within one to two years, bear interest at 15% per annum and convert into common stock at the conversion price of $0.001 per share.

Despite the money obtained in the form of short-term loans, the success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund 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.

Going Concern

We were formed in January 2009. We have negative working capital of $783,656 and an accumulated deficit of $1,725,134 at January 31, 2016, and have had recurring negative cash flows from operations. 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 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 of operations.

Liquidity and requires management's most difficult, subjective or complex judgments, oftenCapital Resources

We have $-0- cash on hand as of September 30, 2022 and will be dependent upon loans from our principal shareholder to remain operational.

COVID-19 Update

To date, the COVID-19 pandemic has not had a resultmaterial impact on the Company, particularly due to our current lack 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 tooperations. The pandemic may, however, have a significantan impact on our results of operations, financial positionability to evaluate and acquire an operating entity through a reverse merger or cash flow.

Off-Balance Sheet Arrangements

As of Januaryotherwise. See “Risk Factors” contained in our annual report on Form 10-K for the fiscal year ended December 31, 2016, there were no off balance sheet arrangements.2021, for more information.

ItemITEM 3. Quantitative and Qualitative Disclosures About Market RiskQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ItemITEM 4. Controls and ProceduresCONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and ProceduresProcedures.

We carried out anare required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on his evaluation as of the effectivenessend of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))period covered by this Quarterly Report on Form 10-Q, Mr. Barry Clark, who is presently serving as of January 31, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer has concluded that as of January 31, 2016, our disclosure controls and procedures were not effective due to ensure that the presenceinformation relating to our company, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of January 31, 2016, ourThe Company’s disclosure controls and procedures, were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our Company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we havereporting were not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending July 31, 2016: (i) appoint additional qualified personnel to address inadequate segregationeffective as of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.September 30, 2022

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

Changes in Internal Control OverControls over Financial Reporting

There werehave been no changes in ourthe Company’s internal control over financial reporting during the three months ended January 31, 2016covered by this report that have materially affected or are reasonablereasonably likely to materially affect, ourthe Company’s internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II-II. OTHER INFORMATION

ItemITEM 1. Legal ProceedingsLEGAL PROCEEDINGS

We are not a party tocurrently involved in any pending legal proceeding. Weproceedings and we are not aware of any pending or threatened 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.actions against the Company.

ITEM 1A. RISK FACTORS

Not applicable.

ItemITEM 2. Unregistered Sales of Equity Securities and Use of ProceedsUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 2, 2015, we issued 200,000 shares of our common stock in consideration for consulting services.Not applicable.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

ItemITEM 3. Defaults upon Senior SecuritiesDEFAULTS UPON SENIOR SECURITIES

NoneNone.

ItemITEM 4. Mine Safety DisclosuresMINE SAFETY DISCLOSURES

Not applicable.

ItemITEM 5. Other InformationOTHER INFORMATION

NoneNone.

ItemITEM 6. ExhibitsEXHIBITS

**Provided herewithSIGNATURES

SIGNATURES

Pursuant toIn accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3D MakerJet, Inc.

Date: March 15, 2016

By:

John Crippen

John Crippen

Title: Chief Executive Officer and Director