Current Report Filing (8-k)
22 March 2023 - 10:52PM
Edgar (US Regulatory)
0001458023
false
0001458023
2023-03-20
2023-03-20
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 20, 2023
Flowerkist Skin Care and Cosmetics, Inc.
(Exact
Name of Registrant as Specified in its Charter)
3D Makerjet, Inc.
(Former
name or former address, if changed since last report.)
| Nevada |
|
333-157783 |
|
26-4083754 |
| (State of incorporation) |
|
(Commission File Number) |
|
(IRS
Employer
Identification No.) |
30211 Avendia De Las Banderas, Suite 200,
Rancho Santa Margarita, CA |
|
92688 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(949)
525-3278
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
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.
Securities
registered under Section 12(g) of the Exchange Act: None
Securities
registered pursuant to Section 12(b) of the Act: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| N/A |
|
N/A |
|
N/A |
SECTION 2 – Financial Information
Item 2.01 - Completion of Acquisition or Disposition of Assets
On March 20, 2023, Flowerkist Skin Care and Cosmetics, Inc., a Nevada
corporation (“we”, “us”, “Buyer” or the “Company”) entered into an Asset Purchase Agreement
(the “APA”) with Flowerkist, Inc., a Nevada Corporation (“Seller”) pursuant to which the Company purchased certain
assets previously utilized in the operation of Seller’s business. This is a related party transaction.
Assets Purchased:
| 1) | Products and inventory that include CBD enhanced skincare and cosmetics products (MSRP $1,660,000), Branding Trademarks and Logos
that were transferred from Flowerkist, Inc. to Flowerkist Skin Care and Cosmetics, Inc. The acquisition includes the commercial website
“Flowerkist.com” along with merchant processing and fulfillment agreements. |
| 2) | Revenue Share agreement of 5% of ProVEDA’s non adjusted gross revenues, with a future value of up to $7,800,000. |
| 3) | Warrants to acquire 7,650,000 shares of ProVEDA at an exercise price of $0.30, currently valued at $0.90 per share, valuing these
warrants at $4,590,000, at current price. |
All the purchased assets will be transferred in title and ownership
to Flowerkist Skin Care and Cosmetics, Inc., effective immediately. Flowerkist Skin Care and Cosmetics, Inc. will start marketing and
selling these products as soon as practicable.
The purchase price of $4,465,000 will be paid with issuance of restricted
stocks of OTC: FKST, to current shareholders of the Seller. The purchase price was determined by applying a discount to the full value
of assets to reflect wholesale price, taking into consideration the future risk, business, and market conditions.
SECTION 5 – Corporate Governance and Management
Item 5.06 - Change in Shell Company Status
Flowerkist Skin Care and Cosmetics, Inc. (the “Company”)
was previously a shell company.
Effective March 20, 2023, the Company’s status as a shell company
has changed and is no longer a shell company. The reason the company believes it is no longer a shell company under the SEC definition
is as follows:
On March 20, 2023, the Company acquired substantial assets
(specified in item 2.01 of this filing) from Flowerkist, Inc. a Nevada Corporation, that will trigger the Company to become an operating
company with significant assets causing it to cease being a Shell company.
It is noteworthy that SEC’s Rule 405’s two-part test is
conjunctive, meaning that two items must be present at the same time to qualify as a shell company. While the SEC’s Act Rule 405
defines a shell company as one that has no or nominal operations, “and” either (a) no or nominal assets or (b) assets consisting
solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. The
Company’s operations by virtue of its acquisition of the business assets described herein are not nominal, as the Company now owns
inventory, intellectual property, services, and vendor contracts included in the assets purchased. As per SEC’s Rule 405, the Company
therefore qualifies to be removed from the Shell status.
SECTION 9 – Financial Statements and
Exhibits
Item 9.01 - Financial Statements
and Exhibits
(d) Exhibits:
SIGNATURES
Pursuant to the requirements 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.
| Date: March 22, 2023 |
Flowerkist Skin Care and Cosmetics, Inc. |
| |
|
| |
By: |
/s/ Barry
Clark |
| |
|
Barry Clark |
| |
|
Chief Executive Officer |
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