Item 5.01 Changes in Control of Registrant.
On March 22, 2021, as a result of a private transactions, 10,000,000 shares of
Series A Preferred Stock, $0.001 par value per share (the "Shares") of 3D
MakerJet, Inc., a Nevada corporation (the "Company"), 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
personal funds of the Purchaser. In connection with the transaction, David Lazar
released the Company from all debts owed to him.
Other than as described below, there are no arrangements or understandings among
both the former and new control persons and their associates with respect to the
election of directors of the Company or other matters. The information set forth
in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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.
Barry Clark, 62, is the co-founder of Flowerkist, Inc., along with Stephanie
Clark and the Chairman of the Board of Directors, which was founded in 2017. He
also acts as a business mentor at CanopySD, a seed-stage mentorship-driven
accelerator program for the legal cannabis industry in Southern California. Mr.
Clark was the founder and managing director of Sussex Partners Investor
Relations and Regal Barrington from 2004 through 2014.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 STOCK PURCHASE AGREEMENT, dated March 22, 2021, by and between Custodian
Ventures,. LLC and Flowerkist Inc.
99.2 DIRECTORS RESOLUTIONS, dated March 22, 2021.
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