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): ~~August~~ 17March 20, ~~2021~~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
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

~~Item 5.02~~SECTION ~~Departure~~2 of– ~~Directors~~Financial ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Information

~~On September~~Item ~~14,~~2.01 ~~2021,~~- ~~Stephanie~~Completion ~~Parker was appointed as a director and as President and Secretary~~ of ~~the~~Acquisition ~~Company.~~or ~~Also,~~Disposition ~~on September 14, 2021, Ms. Parker accepted such 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.~~Assets

~~Since Co-Founding~~On ~~and~~March ~~serving~~20, as2023, ~~the~~Flowerkist ~~President~~Skin Care and ~~Board Member of Flowerkist~~Cosmetics, Inc., a Nevada corporation, ~~in January of 2017~~(“we”, ~~Stephanie Parker has brought to market~~“us”, ~~Hemp-Derived~~“Buyer” ~~Broad~~or ~~Spectrum~~the ~~CBD~~“Company”) ~~infused~~entered ~~products~~into ~~for~~an ~~Flowerkist~~Asset ~~such~~Purchase ~~as her signature Ph Balancing Lipstick, two~~Agreement ~~shades~~(the ~~of Hydrating lip sticks, four shades of~~ “~~KIST~~APA”) ~~Plumping~~with ~~Lip Gloss~~Flowerkist, ~~the Radiant Collection of three shades of Contouring Foundation Sticks~~Inc., a ~~ultra-fine~~Nevada ~~facial~~Corporation ~~mist~~ (“~~Kist Mist~~Seller”) ~~that~~pursuant ~~nourishes~~to ~~and~~which ~~deeply hydrates~~ the ~~skin,~~Company ~~lastly~~purchased ~~Nutrient-Rich~~certain ~~Oil~~assets apreviously ~~light~~utilized ~~weight,~~in ~~nourishing,~~the ~~luxuriously~~operation ~~noble~~of ~~facial~~Seller’s ~~oil~~business. ~~designed~~This tois ~~transform~~a ~~your~~related ~~skin~~party ~~and transport your soul~~transaction.

~~Item 5.03~~Assets ~~Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.~~Purchased:

~~On August~~1) ~~17,~~Products ~~2021,~~and 3Dinventory ~~Makerjet,~~that ~~Inc.~~include CBD enhanced skincare and cosmetics products (~~the~~MSRP ~~“Company”~~$1,660,000), ~~amended~~Branding ~~its~~Trademarks ~~articles~~and ofLogos ~~incorporation~~that ~~change~~were ~~its~~transferred ~~name~~from Flowerkist, Inc. to Flowerkist Skin Care and Cosmetics, Inc. ~~(the “Name Change”).~~ The ~~change~~acquisition ~~was~~includes ~~made~~the incommercial ~~anticipation~~website of“Flowerkist.com” ~~entering~~along ~~into~~with amerchant ~~new~~processing ~~line~~and offulfillment ~~business operations~~agreements.

~~Also~~2) onRevenue ~~August~~Share ~~17,~~agreement ~~2021,~~of ~~the~~5% ~~Company amended its articles~~ of ~~incorporation~~ProVEDA’s tonon ~~reverse~~adjusted ~~split~~gross ~~its~~revenues, ~~common~~with ~~stock~~a atfuture avalue ~~rate~~ of 1up ~~for~~to 1$7,800,000 ~~(the “Reverse”)~~.

13) 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.

~~Item~~All the purchased assets will be transferred in title and ownership 8to Flowerkist Skin Care and Cosmetics, Inc.01, effective immediately. ~~Other~~Flowerkist ~~Events~~Skin Care and Cosmetics, Inc. will start marketing and selling these products as soon as practicable.

~~On August~~The ~~20,~~purchase ~~2021~~price of $4,465,000 ~~FINRA~~will ~~declared~~be ~~the~~paid ~~Name~~with ~~Change~~issuance ~~and~~of ~~the~~restricted stocks ~~Reverse~~of ~~effective~~OTC: FKST, to current shareholders of the Seller. The ~~Company~~purchase price was ~~informed~~determined by ~~FINRA~~applying ~~that~~a ~~the~~discount ~~Company’s ticker~~to ~~symbol~~the ~~would~~full bevalue of ~~changed~~assets to ~~FKST~~reflect ~~twenty~~wholesale ~~business~~price, ~~days~~taking ~~following~~into onconsideration ~~August~~the 20future risk, ~~2021~~business, and market conditions.

~~Item 9.01~~SECTION ~~Financial~~5 ~~Statements~~– Corporate Governance and ~~Exhibits.~~Management

~~(d) Exhibits~~Item 5.06 - Change in Shell Company Status

3.1		Certificate of Amendment, dated August 17, 2021
3.2		Certificate of Change, dated August 17, 2021
99.1		Unanimous written consent of the Board of Directors, dated September 14, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Flowerkist Skin Care and Cosmetics, Inc. (the “Company”) was previously a shell company.

2Effective 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:

~~SIGNATURES~~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.

~~Pursuant~~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 ~~requirements~~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 ~~the~~cash ~~Securities~~and ~~Exchange~~cash ~~Act~~equivalents; or (c) assets consisting of ~~1934,~~any ~~the~~amount ~~registrant~~of ~~has~~cash ~~duly~~and ~~caused~~cash ~~this~~equivalents ~~report~~and tonominal beother ~~signed~~assets. onThe Company’s operations by virtue of its ~~behalf~~acquisition byof the business assets described herein are not nominal, as the Company now owns inventory, intellectual property, services, and vendor contracts included in the ~~undersigned~~assets ~~hereunto~~purchased. ~~duly~~As ~~authorized~~per SEC’s Rule 405, the Company therefore qualifies to be removed from the Shell status.

~~September 15,~~SECTION ~~2021~~9 – Financial Statements and Exhibits

~~Flowerkist~~Item ~~Skin Care & Cosmetics, Inc~~9.01 ~~/s/~~- ~~Barry~~Financial ~~Clark~~Statements and ~~By: Barry Clark Title: CEO~~Exhibits

3 (d) Exhibits:

99.1	Asset Purchase Agreement between Flowerkist Skin Care and Cosmetics, Inc. and Flowerkist, Inc. dated March 20, 2023.

99.2	Asset Purchase Agreement between ProVEDA Corporation and Flowerkist, Inc. dated June 16, 2020.

99.3	Flowerkist, Inc. – Product and Market Presentation

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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