Caution 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 future operations. . All statements other than statements of historical fact contained in this report, including statements regarding our future financial condition, liquidity, sources of working capital, business strategy and plans, and management’s objectives for operations futures, are forward-looking statements. The words “believe”, “may”, “estimate”, “continue”, “anticipate”, “intend”, “should”, “plan”, “could”, “target”, “potential”, ” is probable, “” will “,” expect “and similar expressions as they relate to us are intended to identify forward-looking statements. We have based such forward-looking statements in large part on our current expectations and projections regarding future events and financial trends which we believe could affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by all or part of these forward-looking statements may not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the continued impact of the coronavirus pandemic and its negative effect on the we
and global economies, and our lack of operating history and revenue. Further information on the risk factors affecting our business is contained in the “Risk Factors” section of our annual report on Form 10-K for the year ended. December 31, 2020. We assume no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Company organization history and overview

Flowerkist Skin Care and Cosmetics, Inc. (“Flowerkist Skin Care and Cosmetics” or the “Company”), formerly known as American Business Change Agents, Inc., was incorporated under the laws of State of nevada to January 12, 2009. At May 4, 2014, the name of the Company has been changed to Flowerkist Skin Care and Cosmetics, Inc. The Company had developed a business plan focused on the sale of 3D printers, scanners and ancillary equipment.

At May 4, 2014, the name of the Company has been changed to Flowerkist Skin Care and Cosmetics, Inc. the Company has been dormant since January 2016.

At July 14, 2020, following a guard in Clark County, Nevada, File number: A-20-816260-B, Custodian Ventures LLC (“Custodian”) has been appointed custodian of the Company. David Lazar is the managing member of the depositary.

At July 16, 2020, Appointed custodian David Lazar as Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors of the Company.

At January 29, 2021, the Board of Directors of the Company approved the change in the closing date of the Company’s financial year from July 31 to December 31. If necessary, the Company will file a transition report on Form 10-K covering the transition period with the Security and Trade Commission.

At March 22, 2021, as a result of a private transaction, 10,000,000 Series A preferred shares, $ 0.001 nominal value per share were transferred from
Custodian Ventures, LLC To Flowerkist Inc. (the “buyer”). As a result, the buyer became a holder of approximately 70% 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 majority shareholder. The consideration paid for the shares was $ 250,000. The source of the cash consideration for the shares was the buyer’s company funds. As part of the operation, David Lazar released the Company from all debts owed to it.


At March 22, 2021, the current director and officer immediately resigned. Therefore, David Lazar, acting as a director and officer, ceased to be the CEO, CFO, President, Treasurer, Secretary and a director of the Company. On the effective date of the transfer, Barry clark has agreed to act as the new President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Chairman of the Board of Directors of the Company.

Evaluating and selecting a business opportunity is a complex and uncertain process, and we have not yet identified a target operating company for the acquisition. Business opportunities that we believe to be in the best interests of the Company and its shareholders may be scarce, or we may be unable to secure businesses that we identify as viable for our purposes, particularly due to competitive forces in the marketplace. beyond our control. There can be no assurance that we will be able to find compatible business opportunities for the Company. See – “Risk Factors” in our Annual Report on Form 10-K for the Year Ended December 31, 2020.

Plan of Operation

The Company has no activity within the framework of a continuous activity other than the expenses related to the management of the Company at 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 in the we including seeking to acquire a business as part of a reverse merger. Our ability to identify, develop and effectively implement a viable plan for our business may be hampered by risks and uncertainties beyond our control, including, without limitation, the continued negative effects of the coronavirus pandemic. on the we and global economies.

During the rest of the year ending December 31, 2021, we expect to incur costs related to the investigation, evaluation and negotiation of potential business combinations, filing SECOND reporting and completing an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity that has recently started operations, is a developing company or otherwise needs additional funds for the development of new products or services or the expanding into new markets, or is an established business experiencing financial or operational difficulties and in need of additional capital. Alternatively, a business combination may involve an acquisition or a merger with an entity that wishes to access the we capital markets.

Our management anticipates that we will likely only be able to complete 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, as it will not allow us to offset the potential losses of one business or operating territory against the gains of another. The risks we face will likely be increased as we acquire a business operating in a single industry or geographic region.

We anticipate that selecting a business combination will be a complex and risky process. Due to general economic conditions, including adverse conditions caused by the coronavirus pandemic, rapid technological advancements in some industries, and shortages of available capital, management believes that there are currently a number of companies in the pipeline. looking for business opportunities at reduced 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, which will likely make the task of benchmarking and analyzing these business opportunities. extremely difficult and complicated.

Once we have developed and started implementing our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future debt or equity issuances. clean. Our working capital requirements are expected to increase depending on the implementation of a business plan and the start of operations.

Based on our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to complete a reverse merger, it is likely that we will need capital as a condition of closing this acquisition. Due to uncertainties, we cannot be certain how much capital we will need to raise or what type of securities we will be required to issue. In the context of a reverse merger, we will have to issue a control block of our securities to the shareholders of the target which will be very dilutive.


Additional issuance of shares or convertible debt securities will result in dilution for our current shareholders. In addition, these securities may have rights, preferences or privileges greater than our common shares. Additional financing may not be available on acceptable terms, if at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of potential new business efforts or opportunities, which could significantly and materially restrict our business operations.

Our prospects must be considered in the light of the risks, expenses and difficulties frequently encountered by companies at the start of their development. Such risks to us include, but are not limited to, a changing and unpredictable business model, recognition of revenue streams and management of growth. To face these risks, we must, among other things, develop, implement and execute successfully our sales and marketing strategy, respond to changes in the competition and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing these risks, and 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 at September 30, 2021 and will depend on loans from our main shareholder to stay operational.

COVID-19 Update

To date, the COVID-19 pandemic has not had a significant impact on the Company, especially due to our current lack of operations. The pandemic, however, may impact our ability to assess 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 year ended December 31, 2020, for more information.

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