Cautionary Note Regarding Forward Looking Statements
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
management's future plans for the Company, our liquidity and ability to raise
capital, our business strategy, and our future operations. All statements other
than statements of historical facts contained in this report, including
statements regarding our future financial position, liquidity, working capital
sources, business strategy and plans and objectives of management for future
operations, are forward-looking statements. The words "believe," "may,"
"estimate," "continue," "anticipate," "intend," "should," "plan," "could,"
"target," "potential," "is likely," "will," "expect" and similar expressions, as
they relate to us, are intended to identify forward-looking statements. We have
based these forward-looking statements largely on our current expectations and
projections about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy and financial
The results anticipated by any or all of these forward-looking statements might
not occur. Important factors, uncertainties and risks that may cause actual
results to differ materially from these forward-looking statements include the
ongoing impact of the coronavirus pandemic and its negative effect on the U.S.
and global economies and our lack of an operating history and revenue. Further
information on the risk factors affecting our business is contained in "Risk
Factors" of our annual report on Form 10-K for the fiscal year ended December
31, 2020. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as the result of new information, future
events or otherwise.
Organizational History of the Company and Overview
3D MakerJet, Inc. ("3D MakerJet" 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.
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 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 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 transactions, 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
personal 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.
The evaluation and selection of a business opportunity is a complex and
uncertain process, and we have not yet identified a target operating business
for acquisition. Business opportunities that we believe are in the best
interests of the Company and its shareholders may be scarce, or we may be unable
to obtain the businesses we identify as viable for our objectives, including due
to competitive forces in the marketplace beyond our control. There can be no
assurance that we will be able to locate compatible business opportunities for
the Company. See -"Risk Factors" in our annual report on Form 10-K for the
fiscal year ended December 31, 2020.
Plan of Operation
The Company has no operations from a continuing business other than expenditures
related to running the Company as of the date of this Report. We are currently
in the process of developing a business plan. Management intends to explore and
identify viable business opportunities within the U.S. including seeking to
acquire a business in a reverse merger. Our ability to effectively identify,
develop and implement a viable plan for our business may be hindered by risks
and uncertainties which are beyond our control, including without limitation,
the continued negative effects of the coronavirus pandemic on the U.S. and
During the remainder of the fiscal year ending December 31, 2021, we anticipate
incurring costs in connection with investigating, evaluating, and negotiating
potential business combinations, filing SEC reports, and consummating an
acquisition of an operating business.
Given our limited capital resources, we may consider a business combination with
an entity which has recently commenced operations, is a developing company or is
otherwise in need of additional funds for the development of new products or
services or expansion into new markets, or is an established business
experiencing financial or operating difficulties and is in need of additional
capital. Alternatively, a business combination may involve the acquisition of,
or merger with, an entity which desires access to the U.S. capital markets.
Our management anticipates that we will likely only be able to effect one
business combination due to our limited capital. This lack of diversification
will likely pose a substantial risk in investing in the Company for the
indefinite future because it will not permit us to offset potential losses from
one venture or operating territory against gains from another. The risks we face
will likely be heightened to the extent we acquire a business operating in a
single industry or geographical region.
We anticipate that the selection of a business combination will be a complex and
risk-prone process. Because of general economic conditions, including
unfavorable conditions caused by the coronavirus pandemic, rapid technological
advances being made in some industries and shortages of available capital,
management believes that there are a number of firms seeking business
opportunities at this time at discounted rates with which we will compete. We
expect that any potentially available business combinations may appear in a
variety of different industries or regions and at various stages of development,
all of which will likely render the task of comparative investigation and
analysis of such business opportunities extremely difficult and complicated.
Once we have developed and begun to implement our business plan, management
intends to fund our working capital requirements through a combination of our
existing funds and future issuances of debt or equity securities. Our working
capital requirements are expected to increase in line with the implementation of
a business plan and commencement of operations.
Based upon our current operations, we do not have sufficient working capital to
fund our operations over the next 12 months. If we are able to close a reverse
merger, it is likely we will need capital as a condition of closing that
acquisition. Because of the uncertainties, we cannot be certain as to how much
capital we need to raise or the type of securities we will be required to issue.
In connection with a reverse merger, we will be required to issue a controlling
block of our securities to the target's shareholders which will be very
Additional issuances of equity or convertible debt securities will result in
dilution to our current shareholders. Further, such securities might have
rights, preferences, or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development. Such risks for us include, but are not limited to, an evolving and
unpredictable business model, recognition of revenue sources, and the management
of growth. To address these risks, we must, among other things, develop,
implement, and successfully execute our business and marketing strategy, respond
to competitive developments, and attract, retain, and motivate qualified
personnel. There can be no assurance that we will be successful in addressing
such risks, and the failure to do so could have a material adverse effect on our
business prospects, financial condition, and results of operations.
Liquidity and Capital Resources
We have $-0- cash on hand as of May 17, 2021 and will be dependent upon loans
from our principal shareholder to remain operational.
To date, the COVID-19 pandemic has not had a material impact on the Company,
particularly due to our current lack of operations. The pandemic may, however,
have an impact on our ability to evaluate and acquire an operating entity
through a reverse merger or otherwise. See "Risk Factors" contained in our
annual report on Form 10-K for the fiscal year ended December 31, 2020 for more
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