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.

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.

Item 9.01 - Financial Statements and Exhibits





(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)






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