Current Report Filing (8-k)
October 18 2016 - 1:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 13, 2016
EZJR,
Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-53810
Nevada
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30-0802599
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation)
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Identification
No.)
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8250
W. Charleston Blvd. Ste 110
Las
Vegas, NV
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89117
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(Address
of principal executive offices)
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(Zip
Code)
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702-544-0195
(Registrant’s
telephone number, including area code)
Not
Applicable
(
Former
name or former address, if changed since last report
)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
October 13, 2016, the Board of Directors (the “Board”) of EZJR, Inc (“EZJR” or “the Company”)
ratified and approved a Software Maintenance with Leader Act Ltd HK, (“Leader”) a private Nevada corporation. Leader
has developed a Customer Relations Management (“CRM”) software program that it previously licensed to the Company.
The CRM system 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 of Software Maintenance Agreement, Leader agrees to service and maintain the software for a period of five
years. In connection with the Software Maintenance Agreement, EZJR purchased the maintenance agreement in exchange for 3,000,000
unregistered restricted common treasury shares. The number of shares of common stock of EZJR issued and outstanding prior to the
Asset Purchase Agreement was approximately 32,299,576, and immediately after the Asset Purchase Agreement there was approximately
35,299,576 shares. (See Exhibit 10.14 entitled “Software Maintenance Agreement.”)
Item
3.02 Unregistered Sales of Equity Securities
October
13, 2016, in connection with the Software Maintenance Agreement, EZJR agreed to issue 3,000,000 shares of its unregistered restricted
common stock to Leader in exchange for five years of maintenance and service of its CRM software.
Before
Leader received its unregistered securities, they were known to EZJR and its management, through long-term pre-existing business
relationship. EZJR did not engage in any form of general solicitation or general advertising in connection with this transaction.
The shareholders 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. The shareholders of Leader 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.
EZJR
relied upon Section 4(2) of the Securities Act for the offer and sale. EZJR 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.
Item
5.01. Changes in Control of Registrant.
In
connection with the Software Maintenance Agreement, described in Section 1.01 of this Current Report on Form 8-K, EZJR on Oct
13, 2014 issued 3,000,000 unregistered restricted shares of its common stock from its treasury to Leader. As a result, Leader
will own approximately 57.0% of the EZJR’s common stock immediately following the close of the Software Maintenance Agreement.
SECURITY
OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The
following table sets forth information as of the date hereof with respect to the beneficial ownership of the outstanding shares
our common stock immediately following execution of the Asset Purchase Agreement by (i) our officers and directors; (ii) each
person known by us to beneficially own five percent (5%) or more of our outstanding shares; and (iii) our officers and directors
as a group.
Name of Beneficial
Owner and Position
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Title of
Class
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Amount and
Nature Of
Beneficial
Ownership
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Percent
Of
Class (1)
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Barry Hall
Chairman, CEO & CFO
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Common
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750,000
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2.1
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%
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Denis Betsi
CTO and Director
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Common
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-0-
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0.0
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%
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Juan Hernández
Director
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Common
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-0-
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0.0
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%
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Leader Act Ltd HK
Shareholder (2)
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Common
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10,000,000
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57.0
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%
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Total Officers and Directors as a Group (3 persons)
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Common
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750,000
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2.1
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%
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(1)
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Percent
of Class is based on 35,299,576 common shares issued and outstanding following the purchase of the CRM Software.
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(2)
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Leader
Act Ltd HK, a private Nevada corporation, 3212 East 21st Avenue, Vancouver, British Columbia V5M 2X2, Canada. Aymen Boughanmi
is beneficial owner who has the ultimate voting control over 10,000,000 shares held in the name of Leader Act Ltd HK.
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We
are not aware of any arrangements that may result in “changes in control” as that term is defined by the provisions
of Item 403(c) of Regulation S-B.
We
believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted
in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a “beneficial
owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed
to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person
has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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Incorporated
by reference
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Exhibit
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Exhibit
Description
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Filed
herewith
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Form
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Period
Ending
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Exhibit
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Filing
Date
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10.14
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Software
Maintenance Agreement between EZJR and Leader Act Ltd HK dated October 13, 2016
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X
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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, hereunto duly authorized.
EZJR,
Inc.
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Date:
October 18, 2016
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By:
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/s/
Barry Hall
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Name:
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Barry
Hall
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Title:
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Chairman,
CEO & CFO
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.