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.
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 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.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 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 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 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 300,000,000 shares of $0.001 par value, common stock. As of September 30, 2022, and December 31,
2021, there were 130,212 and 130,212 shares of Common Stock issued and outstanding, respectively.
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 September 30, 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 September 30, 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: