UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark one)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2013

OR

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

For the transition period from _________________to

Commission File Number: 000-53810

EZJR, Inc.

(Exact name of registrant as specified in its charter)

Nevada		20-0667864
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

 

3055 Breckinridge Blvd. Suite 310, Duluth, GA 30096		30096
(Address of principal executive offices)		(Zip Code)

Telephone: 678-866-3414

(Registrant’s telephone number, including area code)

 

Indicate by check mark 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 [X] No [ ]

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 [ ] No [ ] Not Applicable[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.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 20, 2013, the registrant’s outstanding common stock consisted of 10,386,563 shares, $0.001 par value. Authorized – 70,000,000 common shares. 

 

 

 

Table of Contents

EZJR, Inc.

Index to Form 10-Q

For the Quarterly Period Ended March 31, 2013

PART I	Financial Information	3
ITEM 1.	Financial Statements	3
	Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (Unaudited)	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and March 31, 2012 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and March 31, 2012 (Unaudited)	5
	Notes to the Unaudited Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	17
ITEM 4T.	Controls and Procedures	17
PART II	Other Information	20
ITEM 1.	Legal Proceedings	20
ITEM 1A.	Risk Factors	20
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 3.	Defaults Upon Senior Securities	21
ITEM 4.	Mine Safety Disclosures	21
ITEM 5.	Other Information	21
ITEM 6.	Exhibits	22
	SIGNATURES	23

 

 

 

 

2

 

PART I Financial Information

 

Item 1. Financial Statements

 

EZJR, INC.
Consolidated Balance Sheets
(Unaudited)
			March 31,			December 31,
			2013			2012
ASSETS
Current assets
Cash		$	79,537		$	24,205
Receivables			9,605			15,164
Prepaid expense			4,723			-
Other current assets			1,581			1,581
Total current assets			95,446			40,950
Furniture and equipment, net			21,736			19,514
Other assets			4,724			4,724
Total assets		$	121,906		$	65,188
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	336,250		$	292,059
Loan application fee liability			84,815			178,315
Related party notes payable			55,692			55,121
Related party advances			32,071			47,667
Deferred rent-current			2,625			2,199
Total current liabilities			511,453			575,361
Deferred rent- non current			5,589			6,350
Total liabilities			517,042			581,711
Stockholders' deficit
Preferred stock, $0.001 par value,  5,000,000 shares
authorized, no shares issued or outstanding			-			-
Common stock, $0.001 par value,
70,000,000 shares authorized, 10,386,563
shares issued and outstanding as of  March 31, 2013
and December 31, 2012, respectively			10,387			10,387
Additional paid-in capital			224,375			224,375
Accumulated deficit			(629,898)			(751,285)
Total stockholders' deficit			(395,136)			(516,523)
Total liabilities and stockholders' deficit		$	121,906		$	65,188
The accompanying notes are an integral part of these consolidated financial statements

 

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EZJR, INC.
Consolidated Statements of Operations
(Unaudited)
		For the Three Months Ended
		March 31,
		2013			2012
					(Restated)
REVENUES
Product sales	$	106,867		$	-
Referral fees		871,616			-
Commission revenue		2,625			-
Total revenues		981,108			-
Operating Expenses:
Commission expenses		246,921			-
Advertising		265,015			-
Selling costs		213,064			3,000
General and administrative		130,603			121,563
Total operating expenses		855,603			124,563
Other expenses
Interest expense		(4,118)			-
Total other expenses		(4,118)			-
Net income (loss)	$	121,387		$	(124,563)
Net income (loss) per share - basic and diluted	$	0.01		$	(0.01)
Weighted average number of common
shares outstanding - basic and diluted		10,386,563			8,499,618
The accompanying notes are an integral part of these consolidated financial statements

 

4

 

EZJR, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
			For the Three Months Ended
			March 31,
			2013			2012
OPERATING ACTIVITIES						(Restated)
Net income (loss)		$	121,387		$	(124,563)
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Depreciation			1,568			535
Consulting expense-stock-based			-			1,600
Software write-off-stock-based			-			50,000
Changes in operating assets and liabilities:
Prepaid expense			(4,723)			(183)
Receivables			5,559			-
Accounts payable and accrued liabilities			44,191			(491)
Loan application fee liability			(93,500)			-
Deferred rent			(335)			-
Net cash provided (used) by operating activities			74,147			(73,102)
INVESTING ACTIVITIES
Purchases of fixed assets			(3,790)			-
Net cash used by investing activities			(3,790)			-
FINANCING ACTIVITIES
Proceeds from related party notes payable			571			-
Proceeds from related party advances			-			79,445
Repayment of related party  advances			(15,596)			(20,882)
Net cash provided (used) by financing activities			(15,025)			58,563
NET CHANGE IN CASH			55,332			(14,539)
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD			24,205			22,441
END OF PERIOD		$	79,537		$	7,902
SUPPLEMENTAL DISCLOSURES:
Interest paid		$	3,000		$	-
Income taxes paid		$	-		$	-
Non-cash investing and financing activities:
Notes payable satisfied with issuance of common stock		$	-		$	50,000
Stock issued to settle related party advances		$	-		$	118,225
The accompanying notes are an integral part of these consolidated  financial statements

 

 

5

 

 

EZJR, Inc.

Notes to the Consolidated Financial Statements

 

1. Description of the Company

 

EZJR, Inc. ("Company") ("EZJR") was incorporated on August 14, 2006 in the State on Nevada as an internet marketing and real estate company in Georgia. The Company assists those who have lost hope and dream of ever owning a home or owning a home again by providing a clear, step by step path on the road to home ownership.  The Company identifies sub-prime home buyers who are either currently renting or want to own a home and have been turned down at banks or finance companies and provide them tools to allow them to obtain traditional financing and ultimately achieve their dream of home ownership.

 

 Reverse Acquisition

 

In January 2012, EZJR, Inc. ("Company") ("EZJR") entered into a two-step transaction with OwnerWiz Realty Inc. (“OWR”), a privately-held Georgia corporation. The first step of the transaction occurred in January 2012, when an entity owned by the shareholders of OWR and parent company of OW Marketing, Inc. (“OWM”), acquired seven million five hundred thousand (7,500,000) shares of EZJR, approximately 95.25% of the then outstanding shares of EZJR totaling 7,873,750 shares from then two major shareholders in a private transaction. The second step of the transaction occurred on March 1, 2012, when EZJR, Inc., EZJR Acquisition Corporation ("Sub"), a Nevada corporation and subsidiary of EZJR and OWR, entered into a Share Exchange Agreement and Plan of Merger "Share Exchange" pursuant to which the Sub was merged with and into OWR, with OWR surviving as a wholly-owned subsidiary of the Company. The Company acquired all of the outstanding capital stock of OWR in exchange for issuing 390,000 shares of EZJR common stock which were issued to two shareholders of OWR. Since the former shareholders of OWR owned over 95% of the outstanding common stock of EZJR upon consummation of the Share Exchange, the transaction has been recorded as a reverse merger and resulted in a recapitalization with OWR being the acquirer for accounting purposes. Accordingly, the historical financial statements are those of OWR and have been prepared to give retroactive effect to the reverse acquisition.

 

 

Going Concern and Management's Plan

 

From inception (April 12, 2011 through December 31, 2012, we had operating total operating losses of $751,285 and as such our independent accountants had substantial doubts about the Company’s ability to continue of a going concern. While we achieved profitability for the three months ended March 31, 2013 there are no assurances that this profit can be sustained. Furthermore, at March 31, 2013, we still had negative working capital. Additionally, management is in the process of developing an operating plan to further grow our business, however, such a plan will require additional capital financing. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty as a result of our financial condition at year end.

2. Summary of Significant Accounting Policies

 

 Basis of Presentation and Use of Estimates in the Financial Statements

 

The Company has prepared the accompanying consolidated financial statements pursuant to U.S. Generally Accepted Accounting Principles.

 

 

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 Principles of Consolidation

 

The consolidated financial statements include the accounts of EZJR, Inc (a Nevada Corporation) and its subsidiary, Ownerwiz Realty, Inc., which is wholly-owned. OW Marketing, Inc. is a wholly-owned subsidiary of OW Realty, Inc. All significant intercompany transactions have been eliminated in consolidation.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Management uses its historical records and knowledge of its business in making estimates.  Accordingly, actual results could differ from those estimates.

 

Revenue Recognition

 

Service and Referral Fees

 

The Company, through its wholly owned subsidiary, OWM, operates several websites which offer users several services. These services include credit monitoring, credit repair, credit reports, rent to own real estate and real estate finance applications. The Company receives fees from its users for its credit related products and records those fees as revenue as they are received. The Company does not perform these credit related services, but rather refers the customer's information to third party companies. The Company receives referral fees from these third party credit service providers. Both of these fees are recorded as revenue when received.

 

Loan Application Fees

 

OWM entered into a marketing agreement with SCS Private Funding (“SCS”) in April 2012. This agreement provided for OWM to generate loan applications for loans to be funded by SCS. The loan applications generated by OWM are generally from consumers that have had challenges with their credit and mortgage history. OWM generally received a loan application fee of $5,000 from the prospective borrower on each transaction. After review of each application, OWM sent the application along with $3,500 to SCS. None of the loans were ever funded.

 

In July 2012, OWM became aware that SCS had been operating in violation of a final Cease and Desist order issued by the State of Georgia. OWM then ceased sending loan applications and payments to SCS.

 

From April 15, 2012 to August 3, 2012 the Company received 56 loan applications totaling $274,710 in loan application fees. Of this amount $91,000 was subsequently paid to SCS on behalf of applicants. Additionally, as of March 31, 2013 a total of $189,895 had been refunded to applicants by the Company. Of that amount, $4,000 was refunded to applicants that were, in fact, paid to SCS and the responsibility of SCS. Subsequent to March 31, 2013 an additional $2,500 has been refunded to applicants.

 

The Company does not believe that it is legally liable for any amounts forwarded to SCS on behalf of applicants. However, from time-to-time, on a case-by-case basis the Company has refunded amounts to applicants that were paid to SCS. Regardless, it is the Company’s policy to record the total of all loan application fees it has received as a loan application fee liability until such time as a refund is made to the applicant either by SCS or the Company. As of March 31, 2013 and December 31 2012 the balances were $84,815 and $178,315, respectively.

 

Service and Product Revenues in OWM

 

The Company sells a variety of products on its Websites that are delivered in digital form directly to their customers. Without exception the customer pays the Company with a credit card. The revenues from the sale of these products are recorded upon receipt of the credit card payment.

 

7

 

 

 

 Commission Revenue

 

The Company's wholly-owned subsidiary, OWR, is a licensed corporate real estate broker in the state of Georgia and contracts with real estate agents to provide customer leads and broker services in return for a participatory share of commissions earned on completed real estate sales and rental transactions. The Company reports the entire commission earned from a sales or rental transaction as revenue on a gross basis. Commission expenses as presented in the statement of operations represent the variable portion of the gross commission earned that is paid to the Company’s in-State sub-contracted agents who conduct the transactions. The Company recognizes revenue only when the real estate transaction has closed and all of the following criteria have been met: i) persuasive evidence of an arrangement exists; ii) delivery has occurred or services have been rendered; iii) the fee for the arrangement is fixed or determinable; and iv) collectability is reasonably assured. 

 

Cash Equivalents

 

The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of March 31, 2013 and December 31, 2012, the Company’s cash and cash equivalents were on deposit in federally-insured financial institutions.

 

Concentration of Credit Risk for Cash Deposits at Banks

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Deposits at the Company's financial institutions are fully insured by the Federal Deposit Insurance Corporation (FDIC).

 

Receivables

 

Receivables include hold-back amounts due from the Company's merchant card processor and amount to 10% of total credit sales less any allowance for doubtful returns. The Company evaluates the receivable on a regular basis for potential reserves.

 

Fair Value of Financial Instruments

 

The Company measures fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based on a three tier hierarchy that prioritizes the inputs used to measure fair value, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3).

  

Accounts payable are reported at their historical carrying values, which approximate their fair values based on their short-term nature.

 

 

The fair value measurements of the Company’s financial instruments at March 31, 2013 and December 31, 2012 were as follows:

 

		Level 1		Level 2		Level 3		Total
March 31, 2013
Cash and cash equivalents		$        79,537		$                  -		$              -		$    79,537
December 31, 2012
Cash and cash equivalents		$        24,205		$                  -		$              -		$    24,205

 

8

 

Basis for Recording Fixed Assets, Lives, and Depreciation Methods

 

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

 

 

 

	Furniture and fixtures	7 years
	Equipment	3 to 7 years
	Leasehold improvements	Lesser of useful life or lease term
	Software	5 years

 

Recent Accounting Pronouncements

 

The Company has evaluated recent pronouncements and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.

 

 Income Taxes

 

The Company accounts for income taxes under the liability method in accordance with FASB ASC 740-10.  Under this standard, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the year in which the differences are expected to reverse.  Deferred income tax assets are reduced by a valuation allowance when the Company is unable to make the determination that it is more likely than not that some portion or all of the deferred income tax asset will be realized.

 

Earnings (Loss) per Share

The Company utilizes FASB ASC 260.  Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is anti-dilutive.

 

Stock-based compensation

 

The Company records stock-based compensation issued to non-employees or other external entities for goods and services at either the fair market value of the shares issued or the value of the services received, whichever is more readily determinable, using the measurement date guidelines enumerated in FASB ASC 505-50-30.

 

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3. Property and Equipment

Property and equipment consists of the following:

 

		March 31,		December 31,
		2013		2012
Furniture and fixtures		14,033		14,033
Equipment		5,557		1,767
Leasehold Improvements		9,447		9,447
Total		29,037		25,247
Accumulated depreciation		(7,301)		(5,733)
Property and equipment, net		$         21,736		$            19,514

 

 

Depreciation expense for the three months ended March 31, 2013 and 2012 was $1,568 and $535, respectively.

 

 

4. Related Party Transactions

 

Sales Lead Contract

 

The Company purchases its qualified client leads from an entity which was owned by a beneficial owner of the majority stockholder. Beginning May 1, 2011, the Company entered into a one-year agreement whereby the Company would receive a monthly minimum of 100 real estate sales leads for a fixed fee of $1,000 per month. All amounts payable per the agreement are unpaid, and separately identified on the face of our financial statements. Either party can terminate the contract by providing a 30 day notice. The agreement was extended to December 2012 upon which it expired. During the course of the agreement the Company incurred $20,000 in expenses all of which were still outstanding at March 31, 2013. The entity was sold by the stockholder to another party in July 2012 and is no longer considered a related party.

 

Shareholder Advances

During the three month period ended March 31, 2013, the Company repaid $15,596 of the $47,667 related party advances outstanding as of December 31, 2012. As of March 31, 2013, there were $32,071 in related party advances outstanding.

 

 

 

 

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Notes Payable - Related Party 

 

Included in our related party liability on our balance sheet is a note payable to our largest shareholder for $21,594, including accrued interest of $494, which we borrowed during August 2012. The note bears interest at prime rate plus 1 percent per annum and matures on August 31, 2013. The Company has pledged 1,000,000 restricted shares as collateral for its timely performance on this note. These shares are not currently issued, but would automatically be issued to the counterparty upon our default, in settlement of our note. However, management does not believe that our default is likely. Also included in our related party liability on our balance sheet is another note payable to the same shareholder for $34,098 for monies advanced to the Company including accrued interest of $358 which was incurred during the three months ended March 31, 2013. The note bears interest at prime rate plus 1 percent per annum and matures on September 14, 2013. The Company has pledged 1,687,013 restricted shares as collateral for its timely performance on this note. These shares are not currently issued, but would automatically be issued to the counterparty upon our default, in settlement of our note. However, management does not believe that our default is likely.

 

For the three months ended March 31, 2013 interest expense was $4,118 of which $571 was to a related party.

 

5. Commitments, Contingencies and Management's Plan

 

Facility Lease

 

In April 2012, the Company entered into a lease for a new office facility. The lease began May 1, 2012 and expires June 30, 2015. The first two months of rent are free, year one calls for monthly base rent of $4,724, year two has monthly base rent of $4,866 and year three has monthly base rent of $5,014. Rent expense is recorded on the straight-line method over the term of the lease. A security deposit of $4,724 was paid upon execution of the lease. Future lease payments related to the Company’s office lease as of March 31, 2013 are as follows:

 

	2013		$                       43,368
	2014		59,280
	2015		30,084
	Total		$                     132,732

 

 

 

Agent Contracts

 

The Company, as broker, has entered into agreements with Georgia licensed real estate agents which provide for the agents to conduct transactions on behalf of the Company in return for a split in the commission of completed real estate transactions. The agent portion of the commission can range from 40% to 90%, depending on the source of the client lead. Per the agreement, real estate agents do not earn their portion of the commission until receipt by the Company.

 

Employment Contracts

 

On October 9, 2011, the Company entered into one-year employment agreements with two individuals. One was hired as Chief Compliance Officer (CCO) and the other was with the Company's CEO to continue serving in that role. The agreement with the CCO was subsequently terminated while the CEO agreement calls for the officer to receive compensation of $9,600 per month. At March 31, 2013 and December 31, 2012, $50,877 and $33,185 was due and outstanding under his agreement, respectively.

 

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Concentrations

 

Approximately 98% of the Company's referral fee revenue for three months ended March 31, 2013 and March 31, 2012, respectively, was generated from three customers. Changes with these three customers could have a material adverse effect on the Company’s business, financial condition, and results of operations. No single customer provided 10% or more of product sale service fees and commission revenue is non-recurring. There were no referral fee revenues for the three months ended March 31, 2012.

 

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

6. Income Taxes

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset at March 31, 2013 is $202,404 ($244,890 at December 31, 2012) which is calculated by multiplying a 35% estimated tax rate by the cumulative NOL of $578,298. The total valuation allowance at March 31, 2013 is $201,855 ($244,890 at December 31, 2012), the income tax provision during the three month period ended March 31, 2013 of $42,486 has been netted against the deferred tax asset. The detailed balances are as follows:

 

 

		March 31,		December 31,
		2013		2012
Deferred tax asset		$         202,404		$         244,890
Valuation allowance		(202,404)		(244,890)
Net deferred asset		$                     -		$                     -

 

 

7. Stockholders’ Equity

There was no share issuances of common stock during the three month period ended March 31, 2013.

 

Proxy Statement

 

In May 2012, the Board of Directors approved a 3 for 1 forward stock split of the Company’s common stock, an increase in the number of authorized common shares from 70 million to 200 million, and to change the Company’s name from EZJR, Inc. to Realty Ramp, Inc. These matters, among others, will require approval of the majority of the Company’s common shareholders. A shareholders’ meeting to approve these changes has not as yet been set.

 

 

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8. Restatement

 

The Company is restating its consolidated statements of operations and statements of cash flows for the three months ended March 31, 2012. The restatements below are due to the write-off of software that was originally reported as capitalized, accrual of additional expenses, for the period, net of certain reductions, and various reclassifications among accounts.

The following tables summarize the corrections on each of the affected financial statements:

 

	Statement of Operations for the Three-months Ended March 31, 2012
	Line Item	Originally Reported		Restatement Adjustment		Correct Amount
	Selling costs	$              4,473		$                (4,473)		$                 3,000
	General and administrative	46,702		74,861		121,563
	Total operating expense	54,175		70,388		124,563
	Net Loss	$          (54,175)		$              (70,388)		$            (124,563)

 

	Statement of Cash Flows for the Three-Months Ended March 31, 2012
	Line Item	Originally Reported		Restatement Adjustment		Correct Amount
	Net loss	$          (54,175)		$              (70,388)		$            (124,563)
	Depreciation	535		-		535
	Consulting expense-stock-based	1,600		-		1,600
	Software write-off-stock-based	-		50,000		50,000
	Prepaid expense	134		(317)		(183)
	Accounts payable and accrued liabilities	(21,806)		21,315		(491)
	Net cash used in operating activities	(73,712)		610		(73,102)
	Proceeds from related party	79,843		(398)		79,445
	Repayment of related party advances	(15,830)		(5,052)		(20,882)
	Net cash provided by financing activities	64,013		(5,450)		58,563
	Net change cash	(9,699)		(4,840)		(14,539)
	Cash and equivilents at the end of the period	$            12,742		$                (4,840)		$                  7,902

 

9. Subsequent Events

As discussed in Note 2 to these financial statements, subsequent to March 31, 2013, the Company has refunded an additional $2,500 to applicants for amounts received by the Company related to the SCS agreement.

 

On April 5, 2013, the Company’s CEO signed an amendment to his employment agreement whereby he agreed that certain payments due to him under the contract may be deferred upon notification by the Company of at least one-week. Under the agreement the Company agrees to bring payments to the CEO current upon obtaining financing in excess of $500,000. Also, at the Company’s discretion 50% of such payment may be made in the form of the Company’s stock at a valuation identical to that used in the financing.

 

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ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

 

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting periods. Actual results could differ materially from these estimates.

Forward-Looking Statements

 

The Company from time to time may make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.

 

The following discussion and analysis compares our results of operations for the three months ended March 31, 2013 and 2012. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto and the Company’s Form 10-K filed with the Securities and Exchange Commission on April 21, 2013.

 

Our Business

 

We assist those who have lost hope and dreams of ever owning a home or owning a home again by providing a clear, step-by-step path on the road to home ownership.  We identify sub-prime home buyers who are either currently renting or want to own a home and have been turned down at banks or finance companies and provide them tools to allow them to obtain traditional financing and ultimately achieve their dream of home ownership.

 

Overview of Current Operations

 

EZJR, Inc. ("Company") ("EZJR") is an Internet marketing company and real estate company in Georgia. 

OwnerWiz Realty, Inc. (“OWR”) is the Company’s wholly-owned subsidiary. OWR was incorporated April 12, 2011. OW Marketing, Inc. (“OWM”) is a wholly-owned subsidiary of OWR and was incorporated on October 23, 2011.

 

 

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OWM’s Business

 

OW Marketing, Inc., operates several websites which offer users several services. These services include credit monitoring, credit repair, credit reports, rent to own real estate and real estate finance applications. The Company receives fees from its users for its credit related products and records those fees as revenue as they are received. The Company does not perform these credit related services, but rather refers the customer's information to third party companies. The Company receives referral fees from these third party credit service providers.

 

 OWR’s Business

 

OwnerWiz Realty Inc. is a Georgia licensed real estate company that represents both buyers and sellers of homes and OWR earns commission revenues when the sales transactions are complete from the buyer or seller. OWR does not have the capital reserves sufficient to meet its current business obligations and needs to secure additional investment capital from outside sources or in the form of fees generated by assisting, advising and representing clients buying and selling real estate. Clients (buyers and sellers) will be obligated to pay for OWR’s performed services.

 

OWR generates revenues by selling realtor services to prospective homebuyers interested in residential properties. They focus on identifying rental properties that a prospective buyer can rent with an option to purchase the property at a later date. In some instances, these services will be provided by realtors employed or retained by our company. In other instances, OWR will refer these services to outside realtors. OWR will collect a fixed portion of the realtor commissions. In order to promote its realtor services, OWR will provide prospective homebuyers with comprehensive information on residential properties.

 

OWR’s principle business activities include: promoting, marketing, and selling realtor services to prospective homebuyers interested in residential properties. During the year ended December 31, 2012 and the quarter ended March 31, 2013, OWR did a minimal amount of business due to fiscal constraints. For the Company to execute on its business model for OWR it will require substantial cash resources which are currently unavailable.

 

Results of Operations

The Company commenced operations April 12, 2011 through its wholly-owned subsidiary OWR. Its other wholly-owned subsidiary OWM did not commence operations until April 2012. As such comparable results for the three months ended March 31, 2013 and March 31, 2012 are not applicable. Total revenues for the three months ended March 31, 2013 was $981,108, of which $978,483 was generated by OWM and $2,625 was generated by OWR. Approximately 89% of the total revenues came from referral fees during the quarter. There were no revenues for the period ended March 31, 2012.

 

Approximately 98% of the Company's referral fee revenue for the three ended March 31, 2013 was generated from three customers. Changes with these three customers could have a material adverse effect on the Company’s business, financial condition, and results of operations. No other single customer accounted for more than 5% of referral fee revenue. No single customer provided 10% or more of product sales service fees. Commission revenue of $2,625 resulted from three transactions and is non-recurring.

 

Total operating expenses were $855,603 for the three months ended March 31, 2013. Operating expenses consisted of $246,921 in commission expenses, $265,015 in advertising expenses, $213,064 in selling costs and $130,603 in general and administrative costs. Commission expenses are amounts paid to outside contractors for leads sent to us which result in service fee revenue. Selling costs consist principally of payments for hosting of our websites, including labor. Total operating expenses for the three months ended March 31, 2012 were $124,563. The increase in all of our operating expenses resulted from the increasing operations of the Company.

 

 

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For the three months ended March 31, 2013 interest expense was $4,118 of which $571 was to a related party.

 

As a result of the forgoing net income was $121,387 or $0.01 per share for the three months ended March 31, 2013 compared to a net loss of $124,563 or $0.01 per share for the three month period ended March 31, 2012.

 

The Company generated net cash from operations of $74,147 for the three months ended March 31, 2013 primarily as a result of the increase in net income and increases in accounts payable and accrued liabilities partially offset by payments of loan application liabilities. Additionally, the Company used cash in financing activities of $15,025, which was primarily the result of $15,596 in repayments of related party advances during the period. Net cash used by operating activities was $73,102 for the three months ended March 31, 2012 primarily as a result of an operating loss and reductions of accounts payable and accrued liabilities partially offset by non-cash expense related to the write-off of software. Additionally, net cash provided by financing activities was $58,563, which was as a result of the net proceeds from related party advances.

 

Going Concern

 

From inception (April 12, 2011) through December 31, 2012, we had total operating losses of $751,285 and as such our independent accountants had substantial doubts about the Company’s ability to continue of a going concern. While we achieved profitability for the three months ended March 31, 2013 there are no assurances that this profit can be sustained. Furthermore, at March 31, 2013 we still had negative working capital. Additionally, management is in the process of developing an operating plan to further grow our business, however, such a plan will require additional capital financing. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty as a result of our financial condition at year end.

Liquidity and Capital Resources

 

As of March 31, 2013, we had $79,537 in cash and cash equivalents and receivables of $9,605 and total current assets of $95,446. At the same date, we had total current liabilities of $511,453, including accounts payable and accrued liabilities of $336,250, loan application fee liability of $ 84,815, and related party advances and notes of $87,763.

 

During the three months ended March 31, 2013 we saw a significant increase in our revenues when compared to the prior quarter and the comparable period in 2012. Subsequent to March 31, 2013 the Company has continued to experience an increase in revenues, however, there are no assurances that these increases will continue. Additionally as of March 31, 2013 we had a negative working capital of $416,007. As a result we intend to raise additional debt or equity financing to fund ongoing operations and necessary working capital. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

 

 

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Critical Accounting Policies and Estimates

 

Revenue Recognition: We recognize revenue from product sales and services once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.

 

Recent Pronouncements

 

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4T. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer, to allow timely decisions regarding required disclosures.

 

Management, with the participation of the Chief Executive Officer, who is also the sole member of our Board of Directors, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on such evaluation, the Chief Executive Officer concluded that, as of March 31, 2013, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's annual report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

 

 

 

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Management's 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, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and affected 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 GAAP. Internal control over financial reporting includes those policies and procedures that:

 

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

·         provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of 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 our financial statements

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of March 31, 2013.

 

 

 

 

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A "material weakness" is defined under SEC rules as 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 a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of fiscal year 2012 related to the preparation of management's report on internal controls over financial reporting required for this annual report on Form 10-K, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

 

·         lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and

 

·         insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the three months ended March 31, 2013. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Additionally, we will create written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

 

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

 

 

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Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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

 

 Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

ITEM 1A. RISK FACTORS

 

See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On March 21, 2012, the Company issued a total of 2,102,813 shares, with a fair value of $0.08 per share, of its common stock to satisfy $168,225 debt obligations. Related party debt holders received 1,477,813 and 312,500 unregistered restricted shares as full satisfaction of $188,225 and $25,000 respectfully owed by the Company. A non-related party received 312,500 unregistered restricted shares in full satisfaction of a $25,000 note payable by the Company. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale.

 

The debt holders are sophisticated individuals. Before they received these unregistered securities, they were known to us and our management, through pre-existing business relationships, as a long standing business associates. We did not engage in any form of general solicitation or general advertising in connection with these transactions. They were provided access to all material information, which they requested and all information necessary to verify such information and was afforded access to our management in connection with this transaction. They acquired these securities for investment and not with a view toward distribution, acknowledging such intent to us. They understood the ramifications of their actions. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.

 

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On March 21, 2012, the Company issued a total of 20,000 shares, with a fair value of $0.08 per share in exchange for consulting services to be rendered to the Company. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation or general advertising involved in the offer or sale. The consultant was provided access to all material information, which he requested and all information necessary to verify such information and was afforded access to our management in connection with this transaction. The consultant was known to us and our management, through pre-existing business relationships, as a long standing business associate. The consultant acquired these securities for investment and not with a view toward distribution, acknowledging such intent to us. He understood the ramifications of his actions. The shares of common stock issued will contain a legend restricting transferability absent registration or applicable exemption.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

The Company is restating its March 31, 2012 consolidated balance sheet, statement of operations and statement of cash flows. The Company is also restating the tables and notes to the tables disclosed in Form 8-K/A, Item 4.02 filed on April 29, 2013. The restatements are due to the write-off of $50,000 of software that was originally reported as capitalized and to reflect the correct amount of expenditures during the period related to audit fees. Additionally, the balance of cash was restated to reflect the proper cut-off date.

 

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ITEM 6. EXHIBITS

 

 

Exhibit Number		Ref		Description of Document
31.1				Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101		*		The following materials from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language):
				(1) Consolidated Balance Sheets at March 31, 2013, and December 31, 2012 (unaudited)
				(2) Consolidated Statements of Operations for the three-month periods ended March 31, 2013 and March 31, 2012 (unaudited).
				(3) Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2013 and March 31, 2012(unaudited).
				(5)    Notes to the financial statements.

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

 

 

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SIGNATURES

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

 

Date: May 20, 2013

	EZJR, Inc.
	Registrant
	By: /s/ Adam Alred
	Adam Alred Director and CEO (principal executive, financial and accounting officer)

 

 

 

 

 

 

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