8-K 1 ea138348_8-k3dmakerjet.htm FORM 8-K






Washington, D.C. 20549






Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): March 22, 2021


3D MakerJet, Inc.

(Exact Name of Registrant as Specified in its Charter)


Nevada   333-157783   26-4083754
(State of incorporation)   (Commission File Number)   (IRS Employer Identification No.)


(Address of principal executive offices)   (Zip Code)


(949) 525-3278az

(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
N/A   N/A   N/A







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.







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 hereunto duly authorized.


March 24, 2021


3D Makerjet, Inc.  
  /s/ Barry Clark  
By: Barry Clark  
Title: President