Her Imports - FORM 10-Q

Attached files

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EX-32.2 - SECTION 906 CERTIFICATION - Her Imports	ex322sec906.htm
EX-31.1 - SECTION 302 CERTIFICATION - Her Imports	ex311sec302.htm
EX-32.1 - SECTION 906 CERTIFICATION - Her Imports	ex321sec906.htm

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, 2015

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.)

8250 W. Charleston Blvd., Suite 110		89117
(Address of principal executive offices)		(Zip Code)

Telephone: 702-544-0195

(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 Website, 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, 2015, the registrant’s outstanding common stock consisted of 29,249,576 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, 2015

PART I	Financial Information	3

ITEM 1.	Financial Statements	3
	Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014 (Unaudited)	3
	Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and March 31, 2014 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and March 31, 2014 (Unaudited)	5
	Notes to the Consolidated Financial Statements (Unaudited)	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	22

ITEM 4T.	Controls and Procedures	22

PART II	Other Information	25

ITEM 1.	Legal Proceedings	25

ITEM 1A.	Risk Factors	25

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

ITEM 3.	Defaults Upon Senior Securities	25

ITEM 4.	Mine Safety Disclosures	25

ITEM 5.	Other Information	25

ITEM 6.	Exhibits	26

	SIGNATURES	27

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EZJR, INC.
Consolidated Balance Sheets
(Unaudited)

		March 31,		December 31,
		2015		2014
ASSETS

Current assets
Cash	$	739,170	$	280,904
Receivables		122,087		295,610
Inventories		846,381		838,463
Prepaid maintenance fees – current		75,000		75,000
Deposits		64,334		46,379
Current assets held for sale		1,618		32,681
Total current assets		1,848,590		1,569,036

Furniture, equipment and software, net		291,667		309,167
Prepaid maintenance fees - non current		12,500		31,250
Non-current assets held for sale		11,509		12,442
Total assets	$	2,164,266	$	1,921,895

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities	$	291,469	$	177,374
Secured promissory note payable		399,000		700,000
Income tax liability		159,325		-
Notes payable		25,000		25,000
Current Liabilities held for sale		1,003,661		936,715
Total current liabilities		1,878,455		1,839,088

Total liabilities		1,878,455		1,839,088

Stockholders' equity
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, 29,249,576
and 10,386,563 shares issued and outstanding
as of March 31, 2015 and December 31, 2014,
Respectively		29,250		29,250
Additional paid-in capital		17,574,087		17,574,087
Accumulated deficit		(17,317,526)		(17,520,530)
Total stockholders' equity		285,811		82,807
Total liabilities and stockholders' equity	$	2,164,266	$	1,921,895

The accompanying notes are an integral part of these consolidated financial statements

EZJR, INC.
Consolidated Statements of Operations
(Unaudited)

		For the Three Months Ended
		March 31,
		2015		2014

Product sales	$	2,669,258	$	-

Operating Expenses
Cost of products sold		1,324,253		-
Royalties		250,414		-
Selling expense		534,946		-
General and administrative expense		93,562		41,253
Total operating expenses		2,203,175		41,253

Income (loss) from continuing operations		466,083		(41,253)

Other expenses
Loss on debt settlement		-		(1,212,500)
Interest expense		(9,563)		(10,500)
Total other expenses		(9,563)		(1,223,000)

Income (loss) from continuing operations		456,520		(1,264,253)
Provision for income taxes		(159,325)
Income (loss) from continuing operations		297,195		(1,264,253)
Loss from discontinued operations		(94,191)		(131,099)
Net income (loss)	$	203,004	$	(1,395,352)
Net income (loss) per share - basic	$	0.01	$	(0.08)
Net income (loss) per share - fully diluted	$	0.01	$	(0.08)

Weighted average number of common
shares outstanding - basic		29,249,576		16,514,020

Weighted average number of common
shares outstanding - fully diluted		29,249,576		16,514,020

The accompanying notes are an integral part of these consolidated financial statements

EZJR, Inc.
Consolidated Statements of Cash Flows
(Unaudited)

		For the Three Months Ended
		March 31,
		2015		2014

OPERATING ACTIVITIES
Net income (loss)	$	203,004	$	(1,395,352)
Adjustments to reconcile net income (loss)
to net cash provided by (used by) operating activities:
Amortization		36,250		-
Non-cash loss on debt settlement		-		1,212,500
Changes in operating assets and liabilities:
Receivables		173,522		-
Inventories		(7,918)		-
Deposits		(17,955)		-
Accounts payable and accrued liabilities		114,096		(7,026)
Tax liability		159,325		-
Net cash provided (used) by operating activities		660,325		(189,878)

FINANCING ACTIVITIES
Repayment on secured promissory note		(301,000)		-
Proceeds from sale of common stock		-		100,000
Net cash provided (used) by financing activities		(301,000)		100,000

CASH FLOWS PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
Net cash provided by operating activities		98,942		86,886
Net cash provided by investing activities		-		4,592
Net cash (used) by financing activities		-		(1,600)
Net cash provided (used) by discontinued operations		98,942		89,878

NET CHANGE IN CASH		458,267		-

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD		280,904		-
END OF PERIOD	$	739,170	$	-

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	928	$	7,350
Income taxes paid	$	-	$	-

Non-cash investing and financing activities:
Accrued interest payable with common stock	$	-	$	7,500
Notes payable satisfied with issuance of common stock	$	-	$	100,000

The accompanying notes are an integral part of these consolidated financial statements

EZJR, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

1. Description of the Company

EZJR, Inc., ("we", "us", "our", “the Company" or the "Registrant") was incorporated August 14, 2006 under the laws of the State of Nevada, as IVPSA Corporation ("IVP"). The Company was incorporated as a subsidiary of Eaton Laboratories, Inc., a Nevada corporation.

On July 25, 2008, EZJR, Inc., a Nevada corporation and IVPSA Corporation, entered into an Acquisition Agreement and Plan of Merger. Immediately upon the effectiveness of the merger, the original EZJR ceased to exist.

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. The transaction contemplated by the Agreement was intended to be a "tax-free" reorganization pursuant to the provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

On January 28, 2014, the Company acquired Leading Edge Financial (“LEF”), a private Florida corporation engaged in the business of personal credit management in a stock exchange transaction whereby the Company exchanged 4,585,000 shares of restricted common stock in exchange for 100% of the stock of LEF.

On April 22, 2015 the Company incorporated Her Marketing Concepts, Inc. (“Her Marketing”), a Nevada Corporation, as a wholly-owned subsidiary. The primary purpose of Her Marketing will be to purchase various media for customer and lead generation. Additionally, Her Marketing will act as a conduit for the implementation and management of the Media Investor Purchase Agreement described below. As of the date of this report Her Marketing has had no business activity.

On May 15, 2015, the Company entered into an agreement with AdMaxOffers.com LLC (“Admax”), a shareholder and beneficial owner of the Company returned 650,000 shares of common stock of the Company (valued at $422,500 at the time of the transaction) to the Company in exchange for all stock in OWR and LEF. In doing so, the assets and obligations of OWR, LEF, and OWM are no longer the assets and obligations of the Company. As part of this agreement, Admax agreed to assume the liability for any compensation owed to both the former CTO and the current CEO. In turn the Company agreed to assume the following liabilities of OWM and LEF: 1) estimated unpaid payroll taxes of $6,675 plus estimated late fees of $1,033; 2) remaining Administrative fees and other fees owed under an Assurance of Voluntary Compliance pursuant to the Fair Business Practice Act with the State of Georgia of approximately $10,000; 3) a customer refund for $1,500; and 4) a $25,000 Note payable plus unpaid interest. Additionally, the Company agreed to reimburse Edward Zimbardi and Brenda Zimbardi up to $10,000 for legal fees that they may incur to defend against lawsuits related to any lawful actions that they took on behalf of the Company as an officer of the Company or any of its subsidiaries at the time.

Corporate Structure

EZJR, Inc. ("Company") ("EZJR") is an Internet marketing company headquartered in Las Vegas, Nevada with operations in Georgia and Florida. 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. LEF is a wholly-owned subsidiary of EZJR. On April 22, 2015 the Company incorporated Her Marketing Concepts, Inc. (“Her Marketing”), a Nevada Corporation, as a wholly-owned subsidiary. The primary purpose of Her Marketing will be to purchase various media for customer and lead generation. Additionally, Her Marketing will act as a conduit for the implementation and management of the Media Investor Purchase Agreement described below. As of the date of this report Her Marketing has had no business activity.

EZJR’s Business

EZJR’s primary business is to improve the sales performance of brands, products and services by way of its proprietary eCommerce platform. Our unique methodology minimizes the cost of generating leads and then maximizes the conversion of those leads into customers. After the initial sale, EZJR utilizes a process for monetizing customers to the greatest extent possible through up-sales, down-sales and cross-sales.

Agreement with Her Holding, Inc.

As of October 1, 2014, EZJR entered into a Marketing and Selling Agreement (the “Agreement”) with Her Imports, LLC (“Her”), a retailer of human hair extensions and related products. Under the agreement EZJR was to custom design Her’s eCommerce Websites and generate customer leads through email marketing campaigns, online advertising and social media and various affiliate marketing campaigns. Finally, EZJR was to sell Her’s products as well as other products to these customers. As part of the Agreement EZJR purchased Her’s inventory that was on hand at September 30, 2014 in exchange for a Secured Promissory Note. It is the Company’s intention to enter into similar agreements with other brands and retailers some of whom will pay a commission to the Company based on the sales generated.

In addition to selling its products online, Her’s products are sold at retail store locations. As part of the agreement with Her, EZJR reimburses Her for the expenses of these store locations, employee costs, connectivity expenses and certain other expenses as agreed upon. All retail store sales are made by EZJR and are processed through a Point-of-Sale (POS) system implemented by EZJR. Additionally, EZJR reimburses Her for specific customer service costs, warehousing and fulfillment expenses. Finally, the Company pays Her a 10% royalty on net sales. In return, Her provides the Company assistance in development and sourcing of products, promotion of products, employee training and high level store management. Subsequently, the agreement was modified to allow any payments made by the Company on behalf of Her to be offset against any royalty payments.

During the quarter ended March 31, 2015, sales of Her Imports products and revenues from services provided to Her accounted for substantially all of the Company’s revenues and profits.

eCommerce Platform

On May 28, 2014, the Company entered into an Asset Purchase Agreement with Leader Act Ltd HK, ("Leader") a private Hong Kong corporation to purchase an eCommerce Platform (“Platform") software program developed and owned by Leader. The platform entails all aspects of interaction that a company has with its customer, whether it is sales or service-related. It also provides a greater understanding of the customer and helps manage customer data and all interaction with the customer. Under the terms of the Asset Purchase Agreement, Leader agrees to service and maintain the software for a period of two years. Subsequently, Leader will be paid to service and maintain the software. For the Platform and service and maintenance the Company issued to Leader 10,000,000 restricted shares of common stock valued at $0.05 per share. For financial reporting purposes, $350,000 of the purchase price was allocated to the Platform and $150,000 was allocated to the software maintenance agreement which was booked as a prepaid at the date of the acquisition and will be amortized on a straight-line basis over the two-year term of the agreement.

Media Investor Purchaser Agreement

On June 29, 2014, the Company entered into a Media Investor Purchaser Agreement ("MIP") with Leader. Under the terms of the MIP Agreement, Leader undertakes the responsibility to provide the investment dollars of the "media purchase" for customer and lead generation and to manage this process. In doing so, Leader will create the offers, spend the funds necessary to purchase various media and manage the overall process. The Company's current on-line offers are focused in the financial services industry, representing credit monitoring and management. Leader is also responsible for graphic design, Website design and various other programming expenses. The net revenue from the media purchase will be shared with each party receiving 50 percent after the deduction of certain costs and expenses including the media purchase, merchant fees, product costs, and affiliate fees. Under the agreement the Company will be responsible for customer service, network costs, accounting and other general and administrative costs. Leader can advance EZJR up to $500,000 which may be converted into a total of 10,000,000 restricted common shares of EZJR stock at the fixed price of $0.05 per share. Once Leader has acquired the 10,000,000 shares of EZJR stock ownership, the MIP Agreement is no longer in force. Leader had previously advanced the Company the sum of $50,000 for media purchases.

On June 26, 2014, these funds were used to purchase 1,000,000 restricted shares of the Company’s common stock at $0.05 per share. During the three months ended September 30, 2014 total net revenues generated under the agreement was $7,595 of net revenue generated under the agreement and $3,798 was available to Leader to purchase stock. Since September 30, 2014 there has been no activity related to the MIP agreement as we have been focusing our marketing efforts on the agreement with Her Imports. However, we anticipate that during 2015 we will reactivate the MIP program.

Reevaluation of Company Strategy

Due to the success of our agreement with Her Imports, management is reevaluating the Company’s business strategy and intends to focus on further leveraging our eCommerce platform as well as our agreement with Her Imports. Included in this strategy is a divestiture of OWR, OWM and LEF described below.

OWM’s Business

OW Marketing, Inc., operates several websites which offer users several services. These services include credit monitoring, credit management, credit reports, and real estate listings. The Company receives fees from its users for its credit related products and records those fees as revenue as they are received. The Company received referral fees from these third party credit service providers. During 2014, the Company began providing these services directly through our customers, by licensing the information necessary. During the first quarter of 2015 OWM substantially curtailed much of its business. On May 15, 2015 OWM was divested from the Company.

LEF’s Business

LEF is a credit management company with licensed technology that helps our customers establish or re-establish a good credit history while providing ongoing training and support. LEF also provides our customers with up-to-date credit education material and a credit coach to assist in keeping the customer on the right credit path. Customers receive an analysis of their credit file that show which items are hurting their score the most. This analysis also highlights both the positive and negative items affecting their credit. LEF is not a Credit Repair company. Credit Repair companies focus only on negative credit items on your report. Their main modus operandi is to send letters to the credit bureaus highlighting certain items that either might not belong to you or are reported inaccurately.

As of the date of the report the business activity for LEF has been significantly curtailed. On May 15, 2015, LEF was divested from the Company.

OWR’s Business

OwnerWiz Realty Inc. is a Georgia licensed real estate company that represents both buyers and sellers of homes.

OWR earns commission revenues when the sales transactions are complete from the buyer or seller. As of the date of these financial statements, the Company is not actively operating OWR’s business. On May 15, 2015 OWR was divested from the Company.

Going Concern and Management's Plan

From inception (April 12, 2011) through March 31, 2015, we had an accumulated deficit of $17,317,526 and as such there are substantial doubts about the Company’s ability to continue as a going concern. While we achieved an operating profit for the year ended December 31, 2014 and net income for the three months ended March 31, 2015 there can be no assurance that we will continue to be profitable. Additionally, management is in the process of developing an operating plan to continue to grow our business, however, such a plan may 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 March 31, 2015.

Reclassifications

Certain reclassifications have been made to the prior year's financial statements to conform to the current year's presentation. These reclassifications had no effect on previously reported results of operations. The Company reclassified certain expense accounts to conform to the currents year’s treatment.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company (a Nevada Corporation) and its subsidiaries, Ownerwiz Realty, Leading Edge Financial and OW Marketing, all of which are wholly-owned. All significant intercompany transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly the Company's financial position at March 31, 2015 and its results of operations for the three ended March 31, 2015 and 2014. The results of operations for such periods are not necessarily indicative of results to be expected for the full fiscal year. The consolidated financial statements contained in this report are unaudited but, in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the condensed consolidated financial statements.

Discontinued Operations

As described in Note 1, on May 15, 2015 the Company spun-off two of its wholly-owned subsidiaries as part of an exchange of stock. For financial reporting purposes the disposal of these entities is reported as discontinued operations. As such the assets and liabilities, net of liabilities assumed, of these entities have been classified as assets and liabilities held for sale in accordance with Accounting Standard Codification 205-20. Because the transaction is an exchange of stock, the transaction is not taxable.

Revenue Recognition

Product Sales

The Company, through the Her Imports store locations and its eCommerce Website, www.herimports.com, sells a variety of hair extension and related products. In the stores customers pay for our products using either cash, a debit card or a credit card. In the case of cash sales at the store, the store manager makes a nightly deposit of the cash, rounded down to a dollar. For cash sales, the Company recognizes the sale when the deposit is recorded into our account by the bank. For credit card and debit sales, the Company recognizes the sale when the card is charged.

Product sales on the Website are paid for using either debit or credit cards. Sales for Website product sales are recognized upon shipment of the product.

Referral Fees

The Company receives referral fees from third party credit service providers. 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 December 31, 2014 a total of $96,395 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.

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, 2015 and December 31, 2014, $61,870 was recorded as a loan application liability.

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, 2015, 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 insured by the Federal Deposit Insurance Corporation (FDIC).

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.

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.

Accounts Receivable

Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company evaluates receivables 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, 2015 and December 31, 2014 were as follows:

	Level 1	Level 2	Level 3	Total

March 31, 2015
Cash and cash equivalents	$ 739,170	$ -	$ -	$ 739,170

December 31, 2014
Cash and cash equivalents	$ 280,904	$ -	$ -	$ 280,904

Inventories

Inventory is booked at cost plus incoming shipping charges. The Company evaluates the carrying value of inventory to determine if the carrying value is recoverable at estimated selling prices. To the extent that estimated selling prices do not exceed the associated carrying values, inventory carrying amounts are written down. In addition, the Company inventory on hand or committed with suppliers, that is not expected to be sold within the next 12 months, is considered as excess and thus appropriate write-downs of the inventory carrying amounts are established through a charge to cost of revenues. Significant reductions in product pricing, or changes in technology and/or demand may necessitate additional write-downs of inventory carrying value in the future.

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
	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.

Impairment Assessments of Purchased Software

On May 28, 2014, the Company purchased, for restricted shares of common stock, an eCommerce software program. The value of the software is amortized over five years. The Company makes judgments about the value of this long-lived assets whenever events or changes in circumstances indicate that an impairment in the remaining value of the assets recorded on the balance sheet may exist. The Company performed this impairment test in the first quarter of 2015. In order to estimate the fair value of long-lived assets, the Company typically makes various assumptions about the future prospects for the business that the asset relates to, considers market factors specific to that business and estimates future cash flows to be generated by that business. These assumptions and estimates are necessarily subjective and based on management's best estimates based on the information available at the time such estimates are made. Based on these assumptions and estimates, the Company determines whether it needs to record an impairment charge to reduce the value of the asset stated on the balance sheet to reflect its estimated fair value determined by a discounted cash flow analysis. The Company did not recognize any impairment charges related to software during 2015 and 2014.

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.

3. Discontinued Operations

On May 15, 2015 the Company spun-off two of its wholly-owned subsidiaries as part of an exchange of stock. For financial reporting purposes the disposal of these entities is reported as discontinued operations. The following table show the carrying amounts of the major classes of assets and liabilities of the discontinued operation.

		March 31,		December 31,
		2015		2014
Carrying amounts of major classes of assets included as part of discontinued operations
Cash	$	-	$	4,530
Receivables		-		26,569
Deposits		1,618		1,581
Furniture, equipment and software, net		11,509		12,442
Total assets of the disposal group classified as held for sale on the consolidated balance sheet	$	13,127	$	45,122

Carrying amounts of major classes of liabilities included as part of discontinued operations
Bank overdraft	$	3,012	$	-
Accounts payable and accrued liabilities		781,394		716,253
Loan application fee liability		61,870		61,870
Related party notes payable		100,000		100,000
Related party advances		56,178		56,178
Deferred rent		1,207		2,413
Total liabilities of the disposal group classified as held for sale on the consolidated balance sheet	$	1,003,661	$	936,715

4. Property and Equipment

Property and equipment including consisted solely of software. Amortization of software was $36,250 for the three months ended March 31, 2015.

5. Related Party Transactions

Shareholder Advances

As of March 31, 2015 and December 31, 2014, included in liabilities held for sale were related party advances of $56,178. These advances have no terms and are to be repaid at the discretion of the Company.

Notes Payable - Related Party

Included in liabilities held for sale is a promissory note for $100,000 issued to a shareholder on January 29, 2014. The note bears interest at 10% per month in the event that it was not paid by March 29, 2014. To date there have been no interest payments and as such the Company is in default on the note. Also included in liabilities held for sale is $140,000 in accrued interest related to the note. The related interest expense of $30,000 for the three month ended March 31, 2015 was including in loss from discontinued operations.

6. 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. In December 2013, the company vacated this facility over a dispute with the landlord on maintenance of the heating system. The Company is currently negotiating a termination of the lease however, for reporting purposes payments due under the lease are reported in the schedule below. The security deposit has been offset against the lease payment owed.

In January 2014, the Company entered into a lease for a new office facility. The lease began January 1, 2014 and expires December 31, 2016. Rent on a monthly basis is $1,100 for 2014, $1,133 for 2015 and $1,167 for 2016.

Future lease payments related to the Company’s office leases as of March 31, 2015 are as follows:


	2015		28,740
	2016		10,503
	Total		$ 39,243

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 then CEO to continue serving in that role. The agreement with the CCO was subsequently terminated while the CEO agreement called for the officer to receive compensation of $9,600 per month. At March 31, 2015 and December 31, 2014, $64,146 was due and outstanding under his agreement and is included in the balance of accounts payable and accrued liabilities.

All of the above obligations are included in liabilities held for sale and are the responsibility of either OWM or LEF and the related expenses are part of loss from discontinued operations.

Concentrations

At March 31, 2015, 83.8% of the Company’s accounts receivable was from Her Imports.

We currently only have three qualified vendors that provide us with our hair extension products. Should any of these vendors fail to deliver those products to us on a timely basis our operations could be adversely affected. We are currently actively attempting to source additional qualified vendors but there can be no assurance that we will succeed in this effort.

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.

7. Promissory Notes

On October 1, 2013 the Company issued a one-year promissory note for $100,000. Under the terms of the note interest of 5% would be paid on the monthly anniversary of the note. Beginning May 1, 2014 the Company was obligated to pay down the note at an amount of $16,667 each month until the note was fully paid. Collateral for the note was 500,000 shares of the Company’s common stock which was held in escrow until the note was fully paid. In the event of default on the note such shares would be issued to the note holder. On March 1, 2014 the Company released the 500,000 shares being held in escrow that were used to secure the $100,000 promissory note in exchange for the note and $7,500 of outstanding interest that was due at the time of the exchange. The difference between the amounts of the promissory note and accrued interest and the fair market value of the stock was booked as a non-cash interest expense of $1,212,500 during the year ended December 31, 2014.

On January 28, 2014, we issued 4,585,000 shares of restricted common stock in exchange for 100% of the stock of Leading Edge Financial, Inc. (“LEF”) a Florida Corporation that provides credit management services. Recorded on the books of LEF at the time of the transaction was a promissory note in the amount of $25,000. The note bears interest at 3.0% per month and was due and payable at December 15, 2013. At the date of the transaction and these financial statements LEF was in default on the note. As such, at the discretion of the note holder, the note can be declared due and payable.

For the three months ended March 31, 2014, other expenses was $1,223,000 of which $1,212,500 was non-cash charge for the loss on settlement of debt to related parties, as described above.

As discussed in Note 1 to these financial statements, effective October 1, 2014 EZJR, entered into a contract with Her Imports, LLC (“Her”), a retailer of human hair extensions and related products. As part of the agreement EZJR purchased Her’s inventory that was on hand at September 30, 2014 in exchange for a Secured Promissory Note (the “Note”) of $800,000. This note is secured with inventory and bears interest at an annual rate of 2.5% above the prime interest rate as published by the Wall St. Journal. Under the terms of the note, the Company is obligated to pay down the note at an amount of $100,000 each month beginning December 1, 2014 plus accrued interest until such time as the note is fully paid. At March 31, 2015 the outstanding balance on the Note was $399,000 with accrued interest owed of $3,063.

8. Subsequent events

As described above, on May 15, 2015, the Company entered into an agreement with AdMaxOffers.com LLC (“Admax”), a shareholder and beneficial owner of the Company, returned 650,000 shares of common stock of the Company (valued at $422,500 at the time of the transaction) to the Company in exchange for all stock in OWR and LEF. In doing so, the assets and obligations of OWR, LEF, and OWM are no longer the assets and obligations of the Company. As part of this agreement, Admax agreed to assume the liability for any compensation owed to both the former CTO and the current CEO. In turn the Company agreed to assume the following liabilities of OWM and LEF: 1) estimated unpaid Federal payroll taxes of $6,665 estimated unpaid payroll Georgia state payroll taxes of $1,033; 2) remaining Administrative fees and other fees owed under an Assurance of Voluntary Compliance pursuant to the Fair Business Practice Act with the State of Georgia of approximately $10,000; 3) a customer refund of $1,500 and 4) a $25,000 Note payable plus unpaid interest. Additionally, the Company agreed to reimburse Edward Zimbardi and Brenda Zimbardi up to $10,000 for legal fees that they may incur to defend against lawsuits related to any lawful actions that they took on behalf of the Company as an officer of the Company or any of its subsidiaries at the time.

Simultaneous with this transaction, Mr. Edward Zimbardi resigned as both the Company’s CEO and as a Director.

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, 2015 and 2014. 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 20, 2015.

Corporate Structure

EZJR, Inc. was organized by the filing of Articles of Incorporation with the Secretary of State of the State of Nevada on August 14, 2006.

OwnerWiz Realty Inc. (“OWR”) is the Company’s wholly-owned subsidiary and parent company of OW Marketing, Inc. (“OWM”). OWR was incorporated April 12, 2011. OWM, a wholly-owned subsidiary of OWR, was incorporated on October 23, 2011 and commenced operations in April 2012. OwnerWiz Realty Inc. is a Georgia licensed real estate company that represents both buyers and sellers of homes. OW Marketing, Inc., operates several websites which offer users several services. These services include credit monitoring, credit management, credit reports, and real estate listings. In January 2014, we acquired, in a stock exchange transaction, Leading Edge Financial, Inc. (“LEF”) a company that provides credit management services. On April 22, the Company incorporated Her Marketing Concepts, Inc. (“Her Marketing”), a Nevada Corporation, as a wholly-owned subsidiary. The primary purpose of Her Marketing will be to purchase various media for customer and lead generation.

During the fourth quarter of 2014 and three months ended March 31, 2015 we substantially curtailed most of the operations of OWR, OWM and LEF while management evaluated the Company’s business strategy.

Overview of Current Operations

In addition to selling its products online, Her’s products are sold at retail store locations. As part of the agreement with Her, EZJR reimburses Her for the expenses of these store locations, employee costs, connectivity expenses and certain other expense as agreed upon. All retail store sales are made by EZJR and are processed through a Point-of-Sale (POS) system implemented by EZJR. Additionally, EZJR reimburses Her for specific customer service costs, warehousing and fulfillment expenses. Finally, the Company pays Her a 10% royalty on net sales. In return, Her provides the Company assistance in development and sourcing of products, promotion of products, employee training and high level store management. Subsequently, the agreement was modified to allow any payments made by the Company on behalf of Her to be offset against any royalty payments.

During the quarter ended March 31, 2015, sales of Her Imports products and revenues from services provided to Her accounted for substantially all of the Company’s revenues and profits.

Seasonality

In the opinion of management of the Company, the business areas in which it operates are subject to seasonal fluctuations. As such, past quarterly results are not indicative of future results and may be subject to seasonal fluctuations.

Results of Operations

As discussed above, the Company has divested its three wholly-owned subsidiaries. For financial reporting purposes the financial positions and operations of OWR, OWM and LEF are treated as discontinued operations. As such discussion of comparable results for the three months ended March 31, 2015 and March 31, 2014 is not applicable.

Discussion of three months ended March 31, 2015 and 2014

Revenues

Revenues for the three months ended March 31, 2015 were $2,669,258. These revenues were derived primarily from the sale of human hair extensions and related hair care products under the brand Her Imports. These sales are made either on-line or at Her Imports stores.

Operating Expenses

Total operating expenses for the three month ended March 31, 2015 was $2,203,174. This consisted of $1,324,253 of cost of product sold, $250,414 of royalties, $534,945 of selling expense and general and administrative expense of $93,562. As the Company has limited operating history under its current strategy there can be no assurances that these expenses can be used to predict future results. For the three months ended March 31, 2014 operating expenses consisted solely of general and administrative expenses which were primarily consulting fees.

Operating Profit

As a result of the foregoing the Company achieved an operating profit of $466,083.

Other expenses

For the three months ended March 31, 2015, other expenses of $9,563 were made up of interest expense related to two promissory notes. For the three months ended March 31, 2014 other expenses consisted of a loss on the settlement of debt of $1,212,500 and interest expense of $10,500 related to a note payable.

Provision for income taxes

For the three months ended March 31, 2015 the Company booked a provision for income tax of $159,325 based on its estimated income for the entire year net of loss carryforward.

Loss from discontinued operations

Loss from discontinued operations for the three months ended March 31, 2015 was $94,191 compared to a loss of $131,099 for the three months ended March 31, 2014. The table below reconciles the loss from discontinued operations.

	Three Months Ended
		March 31,		March 31,
		2015		2014
Product sales	$	57,500	$	185,782
Referral fees		5,875		174,873
Cost of products sold		(5,568)		-
Commission expenses		(15,464)		(74,763)
Selling expense		(37,835)		(241,318)
General and administrative expenses		(66,898)		(153,383)
Interest expense		(31,800)		(22,290)
Loss from discontinued operations	$	(94,191)	$	(131,099)

Net income (loss)

As a result of the foregoing net income for the three months ended March 31, 2015 was $203,004 compared to a net loss of $1,395,352 for the three months ended March 31, 2014.

Going Concern

From inception (April 12, 2011) through March 31, 2015, we had an accumulated deficit of $17,317,526 and as such there is substantial doubts about the Company’s ability to continue as a going concern. While we achieved an operating profit for the year ended December 31, 2014 and net income for the three months ended March 31, 2015 there can be no assurance that we will continue to be profitable. Additionally, management is in the process of developing an operating plan to continue to grow our business, however, such a plan may 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 March 31, 2015.

Liquidity and Capital Resources

As of March 31, 2015, EZJR had $739,170 in cash and cash equivalents, receivables of $122,087 and total current assets of $1,848,590. At the same date, we had total current liabilities of $1,878,455, including accounts payable and accrued liabilities of $291,469, secured promissory note of $399,000, income tax liability of $159,325, and current liabilities held for sale of $1,003,661 which as of May 15, 2015 is no longer an obligation of the Company.

For the past two fiscal quarters we have seen a significant increase in our revenues and have achieved an operating profit. Additionally, divesting OWM, OWR and LEF the Company has reduced its operating expenses. However, there can be no assurances that we will be able to maintain the current level of revenues and operating profits.

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.

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 and the Chief Financial Officer, who is also a 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, 2015, 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."

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, 2015. 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, 2015.

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 2014 related to the preparation of management's report on internal controls over financial reporting, 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, 2015. 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.

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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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, 2014 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

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

NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Recorded on the books of LEF is a promissory note in the amount of $25,000. The note bears interest at 3.0% per month and was due and payable at December 15, 2013. At the date of the transaction and these financial statements LEF was in default on the note. As such, at the discretion of the note holder, the note can be declared due and payable. As part of the divestiture of LEF this note and any interest due has been assumed by the Company.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION

On May 15, 2015 the Company’s CEO, Edward Zimbardi resigned from the Board of Directors and as an Officer of the Company. Simultaneously, Barry Hall was appointed Chief Executive Officer in addition to his position of Chief Financial Officer.

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.

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, 2015		/s/ Barry Hall
		Name: Barry Hall
		Title: Executive Chairman, Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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