Amended Current Report Filing (8-k/a)
December 02 2016 - 4:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
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): November 28, 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
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(IRS
Employer
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of
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))
Explanatory
Note
We
are filing this Amendment No. 1 to the Form 8-K to correct the shares reported for Leader Act LTD HK and Eagle Advantage Holding
Limited in the Security table.
Item
1.01 Entry into a Material Definitive Agreements.
On
November 28, 2016, the Board of Directors (the “Board”) of EZJR, Inc. (“EZJR” or “the Company”)
ratified and approved an Asset Share Purchase & Business Agreement with Cabello Real Ltd. (“Cabello”), a private
United Arab Emeritus company to acquire the exclusive U.S. rights to the Her Imports trademark. In exchange for these rights the
Company has issued to Cabello 10 million shares of unregistered non-voting callable preferred stock and 15,000,000 unregistered
common stock in EZJR. In addition to these rights, EZJR also purchased certain other assets owned by Cabello including customer
lists and various digital content. Simultaneously, EZJR terminated its Marketing and Selling Agreement with Her Holding Inc. Because
of this termination EZJR will recognize a one-time non-cash charge of approximately $1.3 million due to the write-off an intangible
asset related to restricted common shares issued to Her Holdings as part of a royalty reduction agreement and forgiveness of certain
advances to Her Holdings. (See Exhibit 10.15 entitled “Software Maintenance Agreement” and Exhibit 10.16 entitled
“Notice of Cancellation of Marketing and Selling Agreement”).
Also,
on November 28, 2016, following Board ratification, the Company executed a Share Purchase and Lockup Agreement between the Company
and the following related parties that are related to one another: (a) Admaxofferes.com (“Admax”); (b) Edward Zimbardi
(“Zimbardi”); and (c) Brenda Zimbardi (the “Sellers”). The Company and the Sellers are referred to herein
collectively as the “Parties.” Under this agreement, the company repurchased 500,000 shares of unregistered shares
of the Company’s common stock for $25,000 in cash or $.05 per shares. These shares were subsequently retired. After the
completion of this sale the Seller will own 1,000,000 shares. Under the agreement Admax agrees not to liquidate any of its remaining
shares until these shares are registered with the Securities and Exchange Commission. In turn, EZJR agreed to file a registration
statement with the Securities and Exchange Commission to register these shares within 60 days of the stock of EZJR trading on
any Exchange. If the registration statement is not filed within the 60-day period, EZJR agreed to pay Seller a penalty of $1,000
per month. (See Exhibit 10.17 entitled ” Share Purchase and Lockup Agreement”).
The
number of shares of common stock of EZJR issued and outstanding prior to the Asset Share Purchase & Business Agreement with
Cabello and Share Purchase and Lockup Agreement with Admax was approximately 35,299,576 shares outstanding, and immediately after
these agreements there was approximately 49,799,576 shares outstanding.
Item
3.02 Unregistered Sales of Equity Securities
On
November 28, 2016, in connection with the Asset Share Purchase & Business Agreement, EZJR agreed to issue 15,000,000 shares
of its unregistered restricted common stock and 10 million shares of unregistered non-voting callable preferred stock to Cabello
in exchange for the exclusive U.S. rights to the Her Imports trademark and to purchase certain other assets owned by Cabello including
customer lists and various digital content.
Before
Cabello 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 shareholder of Cabello
acquired these securities for investment and not with a view toward
distribution, acknowledging such intent to us. They understood the ramifications of their actions.
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 November
28, 2016 issued 15,000,000 unregistered restricted shares of its common stock from its treasury to Cabello. 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
Executive Chairman, CEO & CFO
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Common
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750,000
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1.5
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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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21,472,339
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42.5
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%
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Cabello Real Ltd.
Shareholder (3)
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Common
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15,000,000
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30.1
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%
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Eagle Advantage Holdings Limited
Shareholder (4)
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Common
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4,100,100
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8.2
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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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1.5
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%
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(1)
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Percent
of Class is based on 49,799,576 common shares issued and outstanding.
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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 20,472,339 shares held in the name of Leader Act Ltd HK.
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(3)
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Cabello
Real Ltd., a private United Arab Emeritus corporation, Level 23 Boulevard Plaza Tower 2 Emaar Boulevard, Dubai, United Arab
Emirate. Patrick Terry is beneficial owner who has the ultimate voting control over 15,000,000 common shares held in the name
of Cabello Real Ltd. Additionally, Cabello owns 10 million shares of unregistered non-voting callable preferred stock.
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(4)
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Eagle
Advantage Holding Limited, a private Seychelles corporation, 1301 Bank of America Tower 12 Harcourt Road, Hong Kong owned
100,000 common shares and is the sole shareholder of Her Holding Inc., a private Nevada corporation which owns 4,000,000 common
shares. Aymen Boughanmi is beneficial owner who has the ultimate voting control over 4,100,000 shares held in the name of
Eagle Advantage Limited and Her Holding Inc.
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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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10.15
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Asset
Share Purchase & Business Agreement between EZJR, Inc. and Cabello Real Ltd. dated November 28, 2016
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X
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10.16
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Notice
of Cancellation of Marketing and Selling Agreement between EZJR, Inc. and Her Holding Inc. dated November 28, 2016
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X
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10.17
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Share
Purchase and Lockup Agreement between EZJR, Inc. and Admaxoffers.com dated November 25, 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:
December 2, 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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