Flowerkist Skin Care & Cosmetics, Inc. - Quarter Report: 2014 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

  X  . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2014

      . TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________

3D MAKERJET, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		333-157783		26-4083754
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(IRS Employer Identification Number)

John Crippen

4303 Vineland Road, F2, Orlando, FL 32011

(Address of principal executive office)

+14079300807

(Issuer’s telephone number)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.  Yes  X .   No      .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes       .  No  X .

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 10,200,000 shares of Common Stock, as of June 20, 2014.

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3D MakerJet, Inc.

FORM 10-Q

April 30, 2014

INDEX

PART I - FINANCIAL INFORMATION	Page
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1.   Legal Proceedings	14
Item 1a. Risk Factors	14
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.   Defaults Upon Senior Securities	14
Item 4.   Mine Safety Disclosures	14
Item 5.   Other Information	14
Item 6.   Exhibits and Reports of Form 8-K	14
SIGNATURES	15

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3D MAKERJET, INC.

(Formerly)

AMERICAN BUSINESS CHANGE AGENTS, INC.

 (A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF APRIL 30, 2014 AND JANUARY 31, 2014

(Unaudited)

See accompanying notes to the financial statements.

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3D MAKERJET, INC.

(Formerly)

AMERICAN BUSINESS CHANGE AGENTS, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED APRIL 30, 2014 AND 2013 AND THE PERIOD FROM JANUARY 12, 2009 (INCEPTION) TO APRIL 30, 2014

(UNAUDITED)

See accompanying notes to the financial statements.

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3D MAKERJET, INC.

(Formerly)

AMERICAN BUSINESS CHANGE AGENTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDER’S DEFICIT

THE PERIOD FROM JANUARY 12, 2009 (INCEPTION) TO APRIL 30, 2014

See accompanying notes to the financial statements.

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3D MAKERJET, INC.

(Formerly)

AMERICAN BUSINESS CHANGE AGENTS, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED APRIL 30, 2014 AND 2013 AND THE PERIOD FROM JANUARY 12, 2009 (INCEPTION) TO APRIL 30, 2014

(UNAUDITED)

		Three Months Ended April 30, 2014		Three Months Ended April 30, 2013		Period from January 12, 2009 (Inception) to April 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	48,146	$	(6,762)	$	(67,331)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt		(48,287)		-		(48,287)
Shares issued for compensation		-		-		9,000
Changes in assets and liabilities:
Increase (decrease) in accrued expenses		141		6,762		69,091
Net Cash Used in Operating Activities		-		-		(37,527)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable		-		-		7,220
Proceeds from loan payable to Company President		-		-		30,307
Net Cash Provided By Financing Activities		-		-		37,527
NET CHANGE IN CASH		-		-		-
Cash, beginning of period		-		2		-
Cash, end of period	$	-	$	2	$	-
SUPPLEMENTARY CASH FLOW INFORMATION:
Issuance of shares to settle accrued expenses	$	-	$	-	$	12,800
Issuance of convertible note to settle accrued expenses	$	-	$	-	$	38,000
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

See accompanying notes to the financial statements.

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3D MAKERJET, INC.

(Formerly)

AMERICAN BUSINESS CHANGE AGENTS, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2014

(UNAUDITED)

NOTE 1 – ORGANIZATION

3D MakerJet, Inc. (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 March 21, 2014, Edward A. Sundberg, our former officer and director, sold an aggregate of 9,000,000 shares of his common stock in our company to Market Milestones, Inc., in a private transaction. As consideration for the shares, Market Milestones, Inc. paid a total purchase price of $200,000 from its personal funds. Immediately upon the closing of the transaction, Market Milestones, Inc. became the majority shareholder of our company and beneficially owned stock representing 88% of the outstanding voting shares of our company.

On May 4, 2014, the name of the Company was changed to 3D MakerJet, Inc. and the Company’s total authorized capital stock was increased from 75,000,000 shares to 310,000,000 shares, consisting of 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

The Company is developing a business plan focused on the sale of 3D printers, scanners and ancillary equipment.  

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company has elected a fiscal year ending on January 31.

Interim financial statements

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended January 31, 2014 and notes thereto contained in the Company’s Annual Report on Form 10-K.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies as defined by section 915-10-20 of the FASB Accounting Standards Codification. A development-stage company is one in which planned principal operations have not commenced or, if its operations have commenced, there have been no significant revenues therefrom.

The Company has not generated significant revenues from its planned principal operations. However, it cannot take advantage of being an emerging growth company under the JOBS Act because it had gone public prior to December 8, 2011.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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3D MAKERJET, INC.

(Formerly)

AMERICAN BUSINESS CHANGE AGENTS, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2014

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less an amount for estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered, (iii) the sales price for the services is fixed or determinable, and (iv) collectability is reasonably assured.

Basic and Diluted Loss Per Common Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic and diluted net income per common share has been calculated by dividing the net income for the period by the basic and diluted weighted average number of common shares outstanding assuming that the Company incorporated as of the beginning of the first period presented. There were no dilutive shares outstanding at April 30, 2014 or 2013.  Issuable common stock relating to the convertible note is not included in the calculation of basic or diluted weighted average number of common shares outstanding because including these shares would be antidilutive.

Recently Issued Accounting Standards

There were no new accounting pronouncements that had a significant impact on the Company’s operating results or financial position.

Income Taxes

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

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3D MAKERJET, INC.

(Formerly)

AMERICAN BUSINESS CHANGE AGENTS, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2014

(UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at April 30, 2014 and January 31, 2014.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company evaluates subsequent events from the date of the balance sheet through the date when the financial statements are issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them with the SEC on the EDGAR system.

Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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3D MAKERJET, INC.

(Formerly)

AMERICAN BUSINESS CHANGE AGENTS, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

APRIL 30, 2014

(UNAUDITED)

NOTE 3 – GOING CONCERN

The Company was formed in January 2009. It has negative working capital and a net stockholders’ deficit of $67,311 at April 30, 2014 and has no sources of financing. While the Company is attempting to expand operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to seek funds from outside business contacts as needed. There can be no assurances to that its business plan will succeed.

The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4– LOANS PAYABLE

As of January 31, 2014, the Company had loans payable of $45,220 due to an unrelated party and a loan payable to its former President with a principal balance of $30,307.  Both loans payable were forgiven in March 2014.  Accrued interest on the unrelated party notes and the related party note was $3,067 and $0, respectively, on the date of forgiveness.  The Company recognized a gain of $48,287 upon the forgiveness of the unrelated party notes and related accrued interest and recorded an increase in additional paid capital of $30,307 related to the forgiveness of the related party debt and related party debt.  As a result, the balance in notes payable at April 30, 2014 was $0.

NOTE 5 – STOCKHOLDERS’ DEFICIT

The Company is authorized to issue 300,000,000 shares of common stock and 10,000,000 shares of preferred stock.

There were 9,000,000 shares of common stock issued at incorporation.

The Company incurred $50,000 of legal costs relating to the registration of shares of its common stock in a Registration Statement on Form S-1 that became effective in September 2010. This amount was included in Accrued Expenses at January 31, 2011. That obligation was satisfied in full in February 2011 when the Company (i) issued 1,200,000 registered shares of common stock and (ii) entered into a $38,000 convertible note payable with its outside counsel to satisfy the obligation. The convertible note is payable on demand, bears interest at 2% per annum, and is convertible into shares of the Company’s common stock at a price per share equal to the par value of the shares. Conversion can be in whole or in any portion of the outstanding principal balance at the option of the holder. The convertible note payable was forgiven in March 2014.

After the 1,200,000 shares were issued, there were 10,200,000 common shares outstanding. No shares of preferred stock have been issued.

In March 2014, the Company recorded an increase in additional paid in capital of $30,307 related to the forgiveness of related party debt.  

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and, accordingly, are not reflected herein.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date of April 30, 2014 through June 15, 2014, the date when the financial statements were issued. The Management of the Company determined that there were no reportable events that occurred during that subsequent period to be disclosed or recorded other than the transaction described in Note 1 and those described below.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Note Regarding Forward-Looking Statements

Certain matters discussed herein are forward-looking statements.  Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

 

·

our future operating results;

·

our business prospects;

·

any contractual arrangements and relationships with third parties;

·

the dependence of our future success on the general economy;

·

any possible financings; and

·

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe," “anticipate,” “expect,” “estimate” or words of similar meaning.   Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements.   Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q.   Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.   The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Operations

We were incorporated on January 12, 2009. All of the activity through January 31, 2009 involved incorporation efforts, planning and activities discussed herein under the heading “Business – Initial Contracts.”

The Company has not generated significant revenues from its planned principal operations. However, it cannot take advantage of being an emerging growth company under the JOBS Act because it had gone public prior to December 8, 2011.

   

The Company is developing a business plan focused on the sale of 3D printers, scanners and ancillary equipment.  

For the three months ended April 30, 2014 and 2013, our operations were as follows:

		2014		2013
REVENUES	$	-	$	-
EXPENSES
Operating (principally professional fees)		-		6,500
Compensation		-		-
TOTAL OPERATING EXPENSES		-		6,500
LOSS FROM OPERATIONS		-		(6,500)
Gain on forgiveness of debt		48,287		-
Interest expense		(141)		(262)
NET INCOME / (LOSS)	$	48,146	$	(6,762)

As of January 31, 2014, the Company had loans payable of $45,220 due to an unrelated party and a loan payable to its former President with a principal balance of $30,307.  Both loans payable were forgiven in March 2014.  Accrued interest on the unrelated party notes and the related party note was $3,067 and $0, respectively, on the date of forgiveness.  The Company recognized a gain of $48,287 upon the forgiveness of the unrelated party notes and related accrued interest and recorded an increase in additional paid capital of $30,307 related to the forgiveness of the related party debt and related party debt.  

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Other

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below and/or elsewhere herein.  We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a trading public company as consideration for indebtedness to them than they would from a private company.  We have not performed any studies of this matter.  Our conclusion is based on our own observations.  However, there can be no assurances that we will be successful in any of those efforts even if we are a publicly traded entity.  Additionally, issuance of restricted shares would necessarily dilute the percentage of ownership interest of our stockholders.

Liquidity

As of January 31, 2014, the Company had loans payable of $45,220 due to an unrelated party and a loan payable to its former President with a principal balance of $30,307.  Both loans payable were forgiven in March 2014.  Accrued interest on the unrelated party notes and the related party note was $3,067 and $0, respectively, on the date of forgiveness.  The Company recognized a gain of $48,287 upon the forgiveness of the unrelated party notes and related accrued interest and recorded an increase in additional paid capital of $30,307 related to the forgiveness of the related party debt and related party debt.  3D Makerjet has a loan payable of $7,220 due to an unrelated party. The loan bears interest at 4% per annum and is payable on demand. There is no commitment or likelihood that the lender will provide additional funds to us if needed.

We incurred $50,000 of legal costs relating to the registration of shares of our common stock in a Registration Statement on Form S-1 that became effective in September 2010. That obligation was satisfied in full in February 2011 when we (i) issued 1,200,000 registered shares of common stock and (ii) entered into a $38,000 convertible note payable with our outside counsel, Gary B. Wolff, to satisfy the obligation. The convertible note is payable on demand,  bears interest at 2% per annum, and is convertible into shares of our common stock at a price per share equal to the par value of the shares. Conversion can be in whole or in any portion of the outstanding principal balance at the option of the holder.  In March 2014, the debt and related accrued interest were forgiven, as described above.

We have become a public company and, by doing so, have incurred and will continue to incur additional significant expenses for legal, accounting and related services. Once we become a public entity, subject to the reporting requirements of the Exchange Act of '34, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs could range up to $50,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year or two of being public because our overall business volume will be low. These obligations will reduce our ability and resources to expand our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts. We will reduce the compensation levels paid to management if there is insufficient cash generated from operations to satisfy these costs.

There are no current plans to seek private investment. We do not have any current plans to raise funds through the sale of securities except as set forth herein. We hope to be able to use our status as a public company to enable us to use non-cash means of settling obligations and compensate persons and/or firms providing services to us, although there can be no assurances that we will be successful in any of those efforts. We believe that the perception that many people have of a public company make it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own beliefs. Issuing shares of our common stock to such persons instead of paying cash to them would increase our chances to expand our business. Having shares of our common stock may also give persons a greater feeling of identity with us which may result in referrals. However, these actions, if successful, will result in dilution of the ownership interests of existing shareholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management. The Company may offer shares of its common stock to settle a portion of the professional fees incurred in connection with its registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due them.

There are no other significant liabilities outside of standard vendor obligations outstanding at April 30, 2014.

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Critical Accounting Policies

The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements.  There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.  Note 2 to the financial statements included in our Annual Report on Form 10K includes a summary of the significant accounting policies and methods used in the preparation of our financial statements. 

Seasonality

We have not yet generated revenue. We are not yet aware as to whether there will be a significant seasonal impact in our business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item because it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our Principal Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of management including our Principal Executive Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive Officer has concluded that the Company's disclosure controls and procedures are designed to provide reasonable assurances that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.

Changes in internal controls over financial reporting.

There were no changes in the Company's internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A.  Risk Factors

The Company, as a smaller reporting company, is not required to provide the information required by this item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Mine Safety Disclosures

None.

Item 5.  Other Information

None

Item 6.  Exhibits and Reports of Form 8-K

(a)  Exhibits

31.1  Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1  Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

3D MakerJet, Inc.

(Registrant)

/s/ John Crippen

John Crippen

Title: President and Chief Financial Officer

June 2_, 2014

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