EZJR, Inc. (OTCMKTS:EZJR) Files An 8-K Entry into a Material Definitive Agreement

EZJR, Inc. (OTCMKTS:EZJR) Files An 8-K Entry into a Material Definitive Agreement

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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 Companys 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 EZJRs 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

Title of

Class

Amount and

Nature Of

Beneficial

Ownership

Percent

Of

Class (1)

Barry Hall Executive Chairman, CEO CFO Common 750,000 1.5 %
Denis Betsi CTO and Director Common -0- 0.0 %
Juan Hernndez Director Common -0- 0.0 %
Leader Act Ltd HK Shareholder (2) Common 21,472,339 42.5 %
Cabello Real Ltd. Shareholder (3) Common 15,000,000 30.1 %
Eagle Advantage Holdings Limited Shareholder (4) Common 4,100,100 8.2 %
Total Officers and Directors as a Group (3 persons) Common 750,000 1.5 %


(1) Percent of Class is based on 49,799,576 common shares issued
and outstanding.
(2) 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.
(3) 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.
(4) 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.

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:

Incorporated by reference
Exhibit Exhibit Description Filed herewith Form Period Ending Exhibit Filing Date
10.15 Asset Share Purchase Business Agreement between EZJR, Inc.
and Cabello Real Ltd. dated November 28, 2016
X
10.16

Notice of Cancellation of Marketing and Selling Agreement
between EZJR, Inc. and Her Holding Inc. dated November 28,
2016

X
10.17 Share Purchase and Lockup Agreement between EZJR, Inc. and
Admaxoffers.com dated November 25, 2016
X



About EZJR, Inc. (OTCMKTS:EZJR)

EZJR, Inc. is an Internet marketing company. The Company’s principal business is to manage the sales performance of brands, products and services by its e-commerce platform. The Company’s subsidiary, Her Marketing Concepts, Inc. (Her Marketing), purchases various media for customer and lead generation. Additionally, Her Marketing acts as a conduit for the implementation and management of the Media Investor Purchase Agreement. The Company custom designs Her Imports, LLC’s e-commerce Websites and generates customer leads through e-mail marketing campaigns, online advertising and social media and various affiliate marketing campaigns. The Company sells Her Imports, LLC’s products, as well as other products to customers. In addition to its selling Her Imports, LLC’s products online, these products are sold at independent retail store locations.

EZJR, Inc. (OTCMKTS:EZJR) Recent Trading Information

EZJR, Inc. (OTCMKTS:EZJR) closed its last trading session 00.000 at 0.595 with shares trading hands.

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