Flowerkist Skin Care & Cosmetics, Inc. - Annual Report: 2015 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

 

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes       .  No   X .

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   X .  No       .

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes       .  No   X .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   X .  No       .

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  X .

 

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

 

Large accelerated filer      .    Accelerated filer      .    Non-accelerated filer      .    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 .

 

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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not available.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 291,200,000 as of October 30, 2015.

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TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	4
Item 2.	Properties	6
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	11
Item 9A.	Controls and Procedures	11
Item 9B.	Other Information	12
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	15
Item 14.	Principal Accountant Fees and Services	16
PART IV
Item 15.	Exhibits, Financial Statement Schedules	16

 

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PART I

Item 1. Business

Overview

We are a Nevada corporation based out of Orlando, Florida. We participate in cutting edge development and import and sell state of the art 3D printers, scanners, and ancillary equipment. Our mission is to provide individual and corporate customers with the most advanced and reliable cutting edge 3D printing technology in the most cost effective packages available in the marketplace at whatever level is appropriate for their needs. We want our business to be the “go to” vendor of 3D printers for individuals and businesses. Our focus is on the development of powderless metal and medical printers and printing technology.

The 3D printing industry is in its very early stages but is already getting more press and generating more excitement than almost any other technological development of recent years. It is not often that a new idea is constantly described as moving the goalposts for the way we actually live our lives. Amidst all the press and the hype, the reality of what the technology is capable of and the speed of its improvement is breathtaking.

We are committed to supplying the best plastic, medical, culinary, and powderless metal 3D printers in the industry, and we are supplied by one of the largest and most experienced 3D printing research, development and manufacturing entities in the world. 3D MakerJet’s research and development partner and manufacturer, ZBOT / Guangzhou DNSPOWER Design Co. LTD, was founded in 2000, and is a leader in the 3D printing industry. A cutting-edge developer in the manufacturing sector, ZBOT won the coveted CDA National Design Award for its ZBOT 3D Printer, which is the platform of the 3D MakerJet printer line, making their 3D printer the only CDA winner at the Civilian level, reflecting the product’s superior quality, as well as the manufacturer's comprehensive strength, commitment and capabilities.

Manufacturing

On March 20, 2014, 3D MaketJet Asia Ltd. entered into an agreement with our Chinese manufacturer and developer, ZBOT / Guangzhou, for all of our products. We subsequently acquired 3D MakerJet Asia. The agreement is for two years and may be terminated on 30 days’ notice in the event of an uncured breach. We have a good working relationship with our manufacturer.

We will pursue intellectual property rights in the United States, where applicable, to endeavor to protect the technology and know-how belonging to the manufacturer. Under the agreement, we are responsible to maintain minimum orders, warehouse purchased product, and conduct all marketing and selling efforts in the United States.

Products and Services

Products:

Our 3D Printers

The 3D Makerjet Originator i1 is a state-of-the-art 3D printer that can utilize almost any of the currently manufactured plastic filaments supplied to the industry. It does, however, come with its own proprietary filament that we believe is head and shoulders above the rest in terms of quality and ease of use. The Originator’s power feed system ensures smooth and continuous function and accurate and detailed reproduction. We believe the Originator outperforms almost any printer not only at its price point but those that cost twice as much. It is an advanced machine at an entry level price. The Originator i1 has print dimensions of 150x150x140mm and weighs only 8 kg. We also carry larger models capable of building bigger objects. The Originator i2 handles print dimensions of 250x150x140mm. The Originator 35 has print dimensions of 250x250x350mm. The Originator 46 does 350x350x460mm in PLA only. The Originator 50 will print 500x500x500mm. The Originator D1 is smaller, even less expensive model designed for school and institutional use is available now. We also can supply custom printers in any size variation. ZBOT has manufactured printers up to a size of 28’x 28’ x 10’.

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Model	Originator D1	Originator i1	Originator i2	Originator 35	Originator 46	Originator 50
Print Dimensions	100 x 100 y 100 z	150 x 150 y 140 z mm	250 x 150 y 140 z mm	250 x 250 y 350 z mm	350 x 350 y 460 z mm	500 x 500 y 500 z mm
Overall Dimensions	L) 350 mm W) 340 mm H) 380 mm	L) 375 mm W) 370 mm H) 380 mm	L) 475 mm W) 270 mm H) 380 mm	L) 590 mm W) 522 mm H) 710 mm	L) 490 mm W) 420 mm H) 740 mm	L) 640 mm W) 570 mm H) 800 mm
Weight	13 kg	16.7 kg	18 kg	30 kg	44 kg	50 kg
Layer Thickness	0.1 - 0.5 m (Adjustable)	0.1 - 0.5 m (Adjustable)	0.1 - 0.5 m (Adjustable)	0.1 - 0.5 m (Adjustable)	0.1 - 0.5 m (Adjustable)	0.1 - 0.5 m (Adjustable)
Precision	±0.1mm - 100mm	±0.1mm - 100mm	±0.1mm - 100mm	±0.1mm - 100mm	±0.1mm - 100mm	±0.1mm - 100mm
Speed	30 - 100mm per second	30 - 100mm per second	30 - 100mm per second	25 - 250mm per second	25 - 200mm per second	25 - 200mm per second
Wattage	250 W	250 W	250 W	250 W	250 W	250 W
Nozzle Temperature	40℃ - 200℃ adjustable	40℃ - 250℃ adjustable	40℃ - 250℃ adjustable	40℃ - 250℃ adjustable	40℃ - 200℃ adjustable	40℃ - 200℃ adjustable
Power Supply	VAC 50/60hz 110V-220V	VAC 50/60hz 110V-220V	VAC 50/60hz 110V-220V	VAC 50/60hz 110V-220V	VAC 50/60hz 110V-220V	VAC 50/60hz 110V-220V
Material	PLA	ABS / PLA	ABS / PLA	ABS	PLA	PLA
Suggested Price	$399	$799	$999	$5,499	$5,999	$6,799

Originator i1 currently retails for $799 plus tax and shipping. All i1 orders are fulfilled out of our warehouse facility at our corporate offices, located in Orlando, Florida. Shipping times and charges vary depending upon carrier chosen, but normal ground is 10-14 days.

Pipeline Products

Our research and development partner and manufacturer, ZBOT / Guangzhou, has created two additional printers: the Food Printer and the Powderless Metal Printer; and a full size scanner.

The Powderless Metal Printer is expected to be available for delivery by spring 2016 and will be able to use various metal stocks and won’t depend on the powdered alloys that so limit the effectiveness and scope of current metal printers. The preliminary size specifications for this new printer are expected to be approximately 3 feet tall, by 2 foot 6 inches wide.

The 3D MakerJet full size scanner is in our showroom and available for special order. This is a scanner capable of creating an image of a full grown human being or an object of equivalent size. This unit will come with its own standalone processor, display and proprietary software. Work on a hand sized small scanner is almost complete.

The new hand held Scanner H1 is also now available for special order and will be offered at a price that will be very attractive compared to the few similar sized scanners on the market.

Recent Developments

Our Website

We launched a new interactive website complete with social media integration and daily live chat product support. We use two platforms currently — Facebook and Twitter — because it gives us the opportunity to share in the excitement and joy our customers are feeling when their ideas are made real. The same goes for support, so our customers get the most out of their 3D printing experience.

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Our Showroom

We have opened a showroom and corporate offices in Orlando, Florida, in the center of the popular “imagine” capital of the United States. Located in the Quorum Center, our new showroom is strategically located in the exciting nexus of neighboring stalwarts such as Universal Studios® and Disney Resorts®.

The new 3D showroom fronts the home offices, warehousing and fulfillment center for the Company.

Competition

We compete with a number of well-established companies with more resources and brand name recognition than we have. A few of these include:

§

Dassault Systemes: (DASTY) With its SolidWorks software, France-based Dassault Systemes has one of the best known software packages for 3D designers and creators.

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Stratasys/Makerbot: With its acquisition of MakerBot, the company leaped into the consumer market, or at least the professional amateur (pro-am) market..

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Autodesk: 3D printing is amazing, but you can’t print if you don’t have a digital file, a computer modeled version that communicates with the printer itself. That’s where AutoCAD software from Autodesk comes into play. The company supports major industries, inventors, entrepreneurs, and even consumers with its apps and full suite of software.

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3D Systems: This company has captured the attention of many Wall Street analysts due to its product mix (mostly high end industrial 3D printers, but also a growing consumer line), strong patents, and its sales of high margin materials.

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HP: A leader in the 2D printer market, and its market share was nearly 40% in 2013. The company believes that 3D printing is a natural progression of its 2D printer business, where it has a sizeable share.

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Shapeways: The largest 3D printing marketplace in the world, and has brought millions of 3D printed products to market since its inception in 2007. While some companies like Makerbot are trying to bring cheap 3D printers to the masses, Shapeways thinks it can do 3D printing more cost-effectively by having makers offload that work to Shapeways’ 3D printers. Shapeways is aggressively working with companies like Adobe to bring 3D printing functionality to tools like Photoshop, and they continually refine their developer portal and API to ensure better 3D printing apps and tools are brought to market.

Employees

As of the date of this Current Report, the Company has 3 full-time employees, John Crippen, Christopher Alden and Taylor Touchette.

 

Item 2. Properties

We lease space for our corporate offices at 4303 Vineland Rd. F2, Orlando, Florida 32011. The term of the lease is June 1, 2014 through August 31, 2017. The property is 1,933 square feet.

We account for the lease on the straight-line basis and are recording monthly rent expense of $2,045. Total rent expense for the year ended July 31, 2015 was $24,544.

Minimum future lease commitments are as follows:

Year Ending July 31,		Amount
2016	$	26,518
2017		27,313
2018		2,332
Total	$	56,163

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 Item 3. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. Mine Safety Disclosures

N/A

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

We recently enlisted a market maker to enable us to quote on the OTCPink quotation service. Our symbol on the OTCPink is MRJT. There is presently no trading of our common stock. We can provide no assurance that a public market will materialize. 

Holders of Our Common Stock

 

As of October 30, 2015, we had 291,200,000 shares of our common stock issued and outstanding, held by twenty-nine (29) shareholders of record, with others holding shares in street name.

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1. We would not be able to pay our debts as they become due in the usual course of business, or;

2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.

 

 Item 6. Selected Financial Data

 

A smaller reporting company is not required to provide the information required by this Item.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Results of Operations for the years ended July 31, 2015 and 2014

 

Revenues

We generated revenues of $20,091 for the year ended July 31, 2015, as compared with $0 for the year ended July 31, 2014. The increase was attributable to the sales of our 3D printers which started during the year ended July 31, 2015. Our cost of sales was $10,865 for the year ended July 31, 2015, which resulted in gross profits of $9,226 or 46% of revenues.

We have generated limited revenue since our inception. We have incurred losses since our inception. We do not expect to generate significant revenues until we successfully market and sell our 3D printers. As we are just introducing product into the market, we are not sure what future margins will be with our limited operating history.

Operating Expenses

Operating expenses increased to $406,926 for the year ended July 31, 2015, from $224,746 for the year ended July 31, 2014. Our operating expenses for the year ended July 31, 2015 consisted of general and administrative expenses in the amount of $84,374, professional fees in the amount of $156,718, and compensation of $165,834. In comparison, our operating expenses for the year ended July 31, 2014 consisted of general and administrative expenses in the amount of $94,423, professional fees in the amount of $118,123, and compensation of $12,200.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated with our 3D printer related activities and the professional fees associated with our reporting obligations under the Securities Exchange Act of 1934.

Other Expenses

Other expenses increased to $289,981 for the year ended July 31, 2015, from other income of $29,338 for the year ended July 31, 2014. Other expenses consisted primarily of interest expense. The increase is due to a number of convertible promissory notes issued from June 16, 2014 through April 15, 2015.

Net Loss

We incurred a net loss of $687,681 for the year ended July 31, 2015, compared to a net loss of $195,408 for the year ended July 31, 2014.

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Liquidity and Capital Resources

As of July 31, 2015, we had $68,808 in total current assets. We had current liabilities of $417,638 as of July 31, 2015. Accordingly, we had a working capital deficit of $348,830 as of July 31, 2015.

Operating activities used $387, 292 in cash for the year ended July 31, 2015, as compared with $253,924 used for the year ended July 31, 2014. Our negative operating cash flow for the year ended July 31, 2015 was mainly a result of our net loss for the period, offset by the effects of debt discount amortization and the increase in accounts payable and accrued liabilities.

Investing activities for the year ended July 31, 2015 generated $1,157 in cash, as compared with using $27,333 for the year ended July 31, 2014.

Financing activities for the year ended July 31, 2015 generated $380,500 in cash, as compared with $301,178 for the year ended July 31, 2014. Proceeds from financing activities consisted primarily of proceeds from convertible debt.

The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

We were formed in January 2009. We have negative working capital of $348,830 and an accumulated deficit of $997,540 at July 31, 2015 and have no sources of financing. While we are attempting to expand operations and produce revenues, our cash position may not be significant enough to support our daily operations. Management will seek funds from outside business contacts as needed. There can be no assurances to that our business plan will succeed.

Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow. 

Off Balance Sheet Arrangements

 

As of July 31, 2015, there were no off balance sheet arrangements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data

Index to Financial Statements Required by Article 8 of Regulation S-X:

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

3D MakerJet, Inc.

We have audited the accompanying consolidated balance sheet of 3D MakerJet, Inc. as of July 31, 2015 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of 3D MakerJet, Inc. as of July 31, 2015 and the consolidated results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that 3D MakerJet, Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred losses from operations since inception, has negative working capital, and is in need of additional financing. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

ThayerONeal CPAs

/s/ ThayerONeal CPAs

Sugar Land, Texas

October 30, 2015

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

3D MakerJet, Inc. (formerly American Business Change Agents, Inc.)

We have audited the accompanying balance sheets of 3D MakerJet, Inc. (formerly American Business Change Agents, Inc.) as of July 31, 2014, January 31, 2014 and 2013, and the related statements of operations, stockholders’ deficit, and cash flows for the periods then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of 3D MakerJet, Inc. (formerly American Business Change Agents, Inc.) as of July 31, 2014, January 31, 2014 and 2013, and the results of its operations and cash flows for the periods then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that 3D MakerJet, Inc. (formerly American Business Change Agents, Inc.) will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred losses from operations since inception, has negative working capital, and is in need of additional financing. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

L.L. Bradford & Company

/s/ L.L. Bradford & Company

Sugar Land, Texas

September 15, 2014

F-2

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3D MAKERJET, INC.

CONSOLIDATED BALANCE SHEETS

AS OF JULY 31, 2015 AND 2014

ASSETS		July 31, 2015		July 31, 2014
Current Assets
Cash	$	14,288	$	19,923
Inventory		54,520		62,000
Total current assets		68,808		81,923
Equipment, net of accumulated depreciation of $17,036 and $3,370, respectively		10,297		23,963
Prepaid expenses and other current assets		7,234		7,234
Total Assets	$	86,339	$	113,120
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	119,672	$	54,751
Current convertible notes payable, net of discount of $212,712 and $223,435, respectively		297,966		15,743
Due to related parties		-		62,000
Total current liabilities		417,638		132,494
Long-term Debt Convertible notes payable, net of discount of $66,998 and $0, respectively		61,002		-
Notes payable		43,000		-
Total Liabilities		521,640		132,494
Stockholders’ Deficit
Preferred stock; $0.001 par value; 10,000,000 shares authorized; none issued or outstanding		-		-
Common stock; $0.001 par value; 300,000,000 shares authorized; 291,200,000 and 265,200,000 shares issued and outstanding at July 31, 2015 and 2014, respectively		291,200		265,200
Additional paid-in capital		271,039		25,285
Accumulated deficit		(997,540)		(309,859)
Total Stockholders’ Deficit		(435,301)		(19,374)
Total Liabilities and Stockholders’ Deficit	$	86,339	$	113,120

See accompanying notes to the consolidated financial statements.

F-3

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3D MAKERJET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JULY 31, 2015 AND 2014

		Years Ended July 31,
		2015		2014
REVENUES	$	20,091	$	-
COST OF REVENUES		(10,865)		-
GROSS PROFIT		9,226		-
OPERATING EXPENSES
General and administrative		84,374		94,423
Compensation		165,834		12,200
Professional fees		156,718		118,123
TOTAL OPERATING EXPENSES		406,926		224,746
LOSS FROM OPERATIONS		(397,700)		(224,746)
OTHER INCOME (EXPENSE)
Interest expense		(289,981)		(18,949)
Gain on forgiveness of debt		-		48,287
TOTAL OTHER INCOME (EXPENSE)		(289,981)		29,338
PROVISION FOR INCOME TAXES		-		-
NET LOSS	$	(687,681)	$	(195,408)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		284,290,411		265,200,000

See accompanying notes to the consolidated financial statements.

F-4

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3D MAKERJET, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED JULY 31, 2015 AND 2014

See accompanying notes to the consolidated financial statements.

F-5

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3D MAKERJET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED JULY 31, 2015 AND 2014

		Year Ended July 31,
		2015		2014
Operating Activities
Net loss	$	(687,681)	$	(195,408)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt		-		(48,287)
Amortization of debt discount		215,833		15,743
Depreciation and amortization expense		13,666		3,370
Changes in operating assets and liabilities:
Inventory		8,391		(62,000)
Prepaid expenses and other current assets		-		(7,234)
Accounts payable and accrued liabilities		62,499		39,892
Net Cash Used in Operating Activities		(378,292)		(253,924)
Investing Activities
Purchase of property and equipment		-		(27,333)
Acquisition of 3D Makerjet Asia, net of cash		1,157		-
Net Cash Provided by (Used in) Investing Activities		1,157		(27,333)
Financing Activities
Advances from related party		-		62,000
Proceeds from debt		380,500		239,178
Net Cash Provided by Financing Activities		380,500		301,178
Net Increase (Decrease) in Cash		(5,635)		19,921
Cash at Beginning of Period		19,923		2
Cash at End of Period	$	14,288	$	19,923
Supplemental Cash Flow Information:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-
Non-Cash Financing Transactions:
Increase in additional paid-in capital due to forgiveness of Loan payable to Company’s President	$	-	$	30,307
Discount on convertible promissory notes due to beneficial conversion feature	$	231,957	$	239,178
Acquisition of 3D Makerjet Asia with common stock, net of asset received	$	39,001	$	-

See accompanying notes to the consolidated financial statements.

F-6

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3D MAKERJET, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

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 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”).

Use of 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.

Fair Value Measurements

Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820-10 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the Note principal or the most advantageous market for an asset or liability in an orderly transaction between participants on the measurement date. Valuation techniques used to measure fair value under ASC 820-10 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

• Level 1 - Quoted prices in active markets for identical assets or liabilities.

• Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data or substantially the full term of the assets or liabilities.

• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities

Cash Equivalents

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

Inventory

Inventory is valued at cost using the first-in, first-out cost flow assumption. All inventories consist of finished products ready for sale.

F-7

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Extinguishment of Debt

The Company accounts for debt extinguishment pursuant FASB ASC 470-50-40 Debt Modifications and Extinguishments – De-recognition which provides that the net carrying amount of extinguished debt shall be recognized currently in income of the period of extinguishment as losses or gains and moreover, extinguishment transaction between related entities can be in capital transaction and should be identified as a separate item.

Beneficial Conversion Features

From time to time, the Company may issue convertible notes that may contain a beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of promised conversion price in the note agreement. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the straight line method.

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) the seller has transferred to the buyer the significant risks and rewards of ownership of the goods; (ii) the seller does not retain continuing managerial involvement to the degree usually associated with ownership or effective control over the goods sold; (iii) the amount of revenue can be measured reliably; (iv) it is probable that the economic benefits associated with the transaction will flow to the seller; and (v) any costs incurred or to be incurred related to the sale can be measured reliably.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740—Income Taxes, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. The Company provides for deferred taxes on temporary differences between the financial statements and tax basis of assets using the enacted tax rates that are expected to apply to taxable income when the temporary differences are expected to reverse.

FASB ASC 740 establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions that meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns. The Company files tax returns in the U.S. and states in which it has operations and is subject to taxation. Tax years subsequent to the 2011 tax year ended July 31, 2012 remain open to examination by U.S. federal and state tax jurisdictions.

Fair Value of Financial Instruments

3D MakerJet’s financial instruments consist of accounts payable, accrued liabilities, short-term and long-term debt. The carrying amount of payables approximates fair value because of the short-term nature of these items. The carrying amount of short-term and long-term debt approximates fair value due to the relationship between the interest rate on debt and 3D MakerJet’s incremental risk adjusted borrowing rate.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

F-8

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Net Loss Per Common Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of July 31, 2015 or 2014. There are no shares included in the earnings per share calculation for the years ended July 31, 2015 or 2014 related to the Company's convertible note outstanding because the Company’s average stock price did not exceed the conversion price, and accordingly, there is no conversion spread. The Company has incurred losses for all periods, the impact of the common stock equivalents would be antidilutive and therefore are not included in the calculation.

Equipment

Equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter. The estimated useful life by asset description is noted in the following table:

Asset Description		Estimated Useful Life (years)
Showroom equipment		2

Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in other income.

Recently Issued Accounting Standards

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company did not have any debt issuance costs by the end of its third quarter for fiscal year 2015, but plans to adopt ASU No. 2015-03 regarding the

presentation of debt issuance costs for fiscal year 2016.

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.

NOTE 3 – GOING CONCERN

The Company was formed in January 2009. It has incurred cumulative losses since inception, has a negative working capital of $348,830 and an accumulated deficit of $997,540 at July 31, 2015, and has had recurring negative cash flows from operations. While the Company is attempting to raise both debt and equity capital, 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. Accordingly, there is doubt that the Company will be able to realize its assets and liquidate its liabilities in the normal course of business operations.

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.

F-9

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NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consists of the following at July 31, 2015 and 2014:

		July 31, 2015		July 31, 2014
3D Printers and scanning equipment	$	27,333	$	27,333
Less: accumulated depreciation and amortization		(17,036)		(3,370)
Property and equipment, net	$	10,297	$	23,963

Depreciation expense for the years ended July 31, 2015 and 2014 amounted to $13,666 and $3,370, respectively.

NOTE 5 – ACQUISITION

On November 5, 2014, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with 3D MakerJet Asia Ltd., a company formed under the Laws of Hong Kong (“3D MakerJet Asia”) and the shareholder of 3D MakerJet Asia. As a result of the transaction (the “Exchange”), 3D MakerJet Asia became a wholly-owned subsidiary of the Company. In accordance with the terms of the Exchange Agreement, at the closing, an aggregate of 26,000,000 shares of the Company’s common stock were issued to the holder of 3D MakerJet Asia’s common stock in exchange for his shares of 3D MakerJet Asia.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for the above referenced transaction:

Category
Cash	$	1,156
Inventory		911
Due from related party		62,986
Total assets acquired		65,053
Accrued interest		3,407
Convertible notes, net		21,489
Total liabilities assumed		24,896
Net assets acquired	$	40,157

F-10

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Pro-forma operating results, if the acquisition had taken place on August 1, 2014, the beginning of the earliest period presented, would be as follows:

		Years Ended July 31,
		2015		2014
REVENUES	$	20,091	$	-
COST OF REVENUES		(10,865)		-
GROSS PROFIT		9,226		-
OPERATING EXPENSES
General and administrative		84,576		212,949
Compensation		165,834		13,239
Professional fees		156,718		-
TOTAL OPERATING EXPENSES		407,128		226,188
LOSS FROM OPERATIONS		(397,902)		(226,188)
OTHER INCOME (EXPENSE)
Gain on forgiveness of debt		-		48,287
Interest expense		(307,192)		(26,634)
TOTAL OTHER INCOME (EXPENSE)		(307,192)		21,653
PROVISION FOR INCOME TAXES		-		-
NET LOSS	$	(705,094)	$	(204,535)

NOTE 6 – PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES

On various dates from June 16, 2014 through July 20, 2015, the Company issued convertible promissory notes totaling $638,678, including $237,631 to an employee. Of this amount, $239,178 was recorded during the year ended July 31, 2014, and $399, 500, including $62,000 from the acquisition of 3D MakerJet Asia, was recorded during the year ended July 31, 2015. At the time of issuance, the notes were evaluated and were determined to contain a beneficial conversion feature. As a result, a discount on convertible promissory notes totaling $532,775, including $189,348 to the employee, was recorded with a corresponding credit to additional paid-in capital. Accumulated discount amortization for the year ended July 31, 2015 amounted to $253,065. Discount amortization, totaling $21,489, was recorded on the books of 3D MakerJet Asia through the date of acquisition of November 5, 2014. The net convertible note balance of $21,489 was included in the acquisition described in Note 5.

		Balance,		Balance,
Description		July 31, 2015		July 31, 2014
35 convertible promissory notes, in amounts ranging from $2,500 to $131,631, all maturing within one year except 7 notes, bearing interest at 15% per annum, convertible into common stock at the conversion price of $0.001 per share	$	638,678	$	239,178
Original beneficial conversion feature discount		(532,775)		(239,178)
Discount amortization		253,065		15,743
Unamortized discount		(279,710)		(223,435)
Net	$	358,968	$	15,743

F-11

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Presented in the balance sheet as:

Description		Balance July 31, 2015		Balance July 31, 2014
Short-term	$	297,966	$	15,743
Long-term		61,002		-
Total	$	358,968	$	15,743

NON-CONVERTIBLE NOTES

On various dates from December 15, 2014 through July 13, 2015, the Company received $43,000 of cash proceeds through the issuance of three non-convertible promissory notes bearing interest at 5% per annum over the term.

NOTE 7 – STOCKHOLDERS’ DEFICIT

On September 30, 2014, our board of directors and majority shareholder approved a twenty-six for one (26:1) forward split of our issued and outstanding common stock. The total number of authorized shares was not changed. All share and per share information has been retroactively adjusted to reflect the forward split in the financial statements and in the notes to the financial statements for all periods presented, as if it occurred at beginning of the comparable year.

On various dates during the year ended July 31, 2015, the Company recorded increases totaling $231,597 to additional paid-in capital related to beneficial conversion feature on convertible promissory notes.

On November 5, 2014, 26,000,000 shares of the Company’s common stock were issued to the holder of 3D MakerJet Asia’s common stock in exchange for his shares of 3D MakerJet Asia (see Note 5).

NOTE 8 – INCOME TAXES

At July 31, 2015, the Company had unused federal and state net operating loss carryforwards available of approximately $522,543, which may be applied against future taxable income, if any, and which expire in various years through 2035.

This loss carry forward expires according to the following schedule:

Year Ending July 31,		Amount
2034	$	125,121
2035		397,422
Total	$	522,543

 

The Company’s deferred tax assets as of July 31, 2015 and 2014 are as follows:

		2015			2014
Benefit from net operating losses	$	182,890	$	43,792
Valuation allowance		(182,890)		(43,792)
Net tax expense	$	-	$	-

F-12

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NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company leases office space at 4303 Vineland Rd. F2, Orlando, Florida 32011. The term of the lease is June 1, 2014 through August 31, 2017.

The Company accounts for the lease on the straight-line basis and is recording monthly rent expense of $2,045. Total rent expense for the year ended July 31, 2015 was $24,544.

Minimum future lease commitments are as follows:

Year Ending July 31,		Amount
2016	$	26,518
2017		27,313
2018		2,332
Total	$	56,163

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date of July 31, 2015 through October 30, 2015, 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.

F-13

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

On August 3, 2015, RBSM LLP resigned as our accountant. We have engaged Thayer O’Neal Company PLLC as our principal accountants effective August 3, 2015. The decision to change accountants was approved by our board of directors. For more information on the change in accountant, please see our Form 8-K filed with the Securities and Exchange Commission on August 19, 2015.

Item 9A. Controls and Procedures

 

(a)

Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of July 31, 2015, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of July 31, 2015, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b).

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b)

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

§

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

§

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

§

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management identified the following two material weaknesses that have caused management to conclude that, as of July 31, 2015, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1.

We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the year ending July 31, 2015. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

(c)

Remediation of Material Weaknesses

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

(d)

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, the fiscal year ended July 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

 

None

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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

The following table contains information with respect to our current executive officer and director:

 

Name	Age	Principal Positions With Us
John Crippen	65	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

 

John Crippen. From 2009 to 2010, Mr. Crippen was a consultant at Business Planning Group in Orlando, Florida, providing assistance to companies in the areas of real estate, finance, technologies, and benefits packages. He received his Bachelor of Arts degree in Literature from NYU.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

Committees of the Board

 

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.

 

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO and director, John Crippen, at the address appearing on the first page of this annual report.

 

Code of Ethics

 

We have not adopted a Code of Ethics that applies our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

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Item 11. Executive Compensation

 

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for our fiscal years ended July 31, 2015 and 2014.

 

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
John Crippen Chief Executive Officer, Principal Executive Officer and Director	2015 2014	84,000 13,962	0 0	0 0	0 0	0 0	0 0	0 22,500	84,000 36,462
Eric Forward Former Chief Financial Officer	2015 2014	0 0	0 0	0 0	0 0	0 0	0 0	0 3,010	0 3,010

Narrative Disclosure to the Summary Compensation Table

We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.

Stock Option Grants

We have not granted any stock options to the executive officers or directors since our inception.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of July 31, 2015.

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Director Compensation

We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of October 30, 2015, certain information as to shares of our voting stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.

 

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of voting stock, except to the extent authority is shared by spouses under applicable law.

 

Name and Address of Beneficial Owners of Common Stock	Title of Class	Amount and Nature of Beneficial Ownership (1)	% of Common Stock (2)
John Crippen	Common Stock	-	-
DIRECTORS AND OFFICERS – TOTAL (One Officer and Director)		-	-
5% SHAREHOLDERS
Market Milestones, Inc. 297 Kingsbury Grade, MB 4470 Stateline (Lake Tahoe), NV 89449	Common Stock	233,800,000 Shares	80%
Jason Zeng 160 Frederick St. Ste. 906 Toronto, ON Canada M5A4H9	Common Stock	26,000,000 Shares	9%

(1)

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of October 30, 2015 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

(2)

Based upon 291,200,000 shares issued and outstanding on October 30, 2015, plus the number of shares that such individual has the right to acquire within 60 days of such date.

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Other than the transactions described below and under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), for the past two fiscal years there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

On November 5, 2014, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with 3D MakerJet Asia Ltd., a company formed under the Laws of Hong Kong (“3D MakerJet Asia”) and the shareholder of 3D MakerJet Asia, Jason Zeng. As a result of the transaction, 3D MakerJet Asia became our wholly-owned subsidiary. In accordance with the terms of the Exchange Agreement, at the closing, an aggregate of 26,000,000 shares of our common stock were issued to Mr. Zeng in exchange for his shares of 3D MakerJet Asia.

We issued convertible promissory notes totaling $237,631 to Taylor Touchette, an employee and beneficial owner of Market Milestones Inc., a majority holder in our company. The notes were issued from July 2014 through May 2015. They all mature within one year, bear interest at 15% per annum, and may convert into common stock at the conversion price of $0.001 per share.

In March 2014, our former president, Edward Sundberg, forgave $30,307 of debt. The forgiveness amount is recorded as additional paid in capital.

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Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not have an independent director as of July 31, 2015.

Item 14. Principal Accounting Fees and Services

Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided in connection with statutory and regulatory filings. Fees incurred were $32,649 and $16,950 for the years ended July 31, 2015 and 2014.

 Audit-Related Fees: Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards and were not incurred for 2015 and 2014.

 Tax Services Fees: Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance. Tax fees were not incurred during the fiscal year ended July 31, 2015.

 All Other Fees: Other fees, which were not incurred, would include fees for products and services other than the services reported above.

 

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

(a)	Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

(b)	Exhibits

 

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the 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.

 

By: /s/ John Crippen

John Crippen

President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer,

Principal Accounting Officer, and Director

October 30, 2015

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By: /s/ John Crippen

John Crippen

President, Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer,

Principal Accounting Officer, and Director

October 30, 2015

 

 

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