NOTES
TO UNAUDITED FINANCIAL STATEMENTS
NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Flowerkist
Skin Care And Cosmetics, Inc. f/k/a 3D MakerJet, Inc. (“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 had 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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
Going
Concern
The
accompanying 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 financial
statements. As of March 31, 2022, the Company had an accumulated deficit of $3,399,776.
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 condensed consolidated financial statements 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 (“GAAP”) have been condensed or omitted
as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented
not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management
are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring
nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements
should be read in conjunction with the audited consolidated financial statements and notes thereto on December 31, 2021, as presented
in the Company’s Annual Report on Form 10-K filed on April 15, 2022, with the SEC.
Use
of Estimates
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of 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 March 31, 2022, and December 31, 2021, the Company’s cash equivalents totaled $-0- and $-0- respectively.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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 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.
The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The Company assesses the 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 Share
Net
loss per common 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 quarter
or year, respectively. Diluted earnings per common share calculations are determined by dividing net income 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 March 31, 2022, and December 31, 2021, the balance of related party loans was $1,972 and $1,972, respectively. This notes
payable represent 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 300,000,000 shares of $0.001 par value, common stock. As of March 31, 2022, and December 31, 2021, there
were 130,212 and 130,212 shares of Common Stock issued and outstanding, respectively.
NOTE
4 – EQUITY (continued)
Preferred
Stock
On
September 24, 2020, the Company designated 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 a reduction of $10,000
of related party loans extended by Custodian Ventures to the Company. 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 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.
As
of March 31, 2022, and December 31, 2021, there were 10,000,000 and 10,000,000 shares of Series A outstanding, respectively.
NOTE
5 – COMMITMENTS AND CONTINGENCIES
The
Company did not have any contractual commitments as of March 31, 2022, and December 31, 2021.
NOTE
6 – SUBSEQUENT EVENTS
In
accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial
statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial
statements with the exception of the following: