Her Imports - FORM 10-Q - August 13, 2014

Attached files

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EX-31.1 - SECTION 302 CERTIFICATION - Her Imports	ex311sec302.htm
EX-32.1 - SECTION 906 CERTIFICATION - Her Imports	ex321sec906.htm
EX-32.2 - SECTION 906 CERTIFICATION - Her Imports	ex322sec906.htm
EX-31.2 - SECTION 302 CERTIFICATION - Her Imports	ex312sec302.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 June 30, 2014

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.)

2001 Lawrenceville Suwanee Road, Ste. 203, Suwanee, GA		30024
(Address of principal executive offices)		(Zip Code)

Telephone: 678-866-3414

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Not Applicable[X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of August 10, 2014, the registrant’s outstanding common stock consisted of 29,139,576 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 June 30, 2014

PART I	Financial Information	3

ITEM 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013 (Unaudited)	3
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and June 30, 2013 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and June 30, 2013 (Unaudited)	5
	Notes to the Unaudited Financial Statements (Unaudited)	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	26

ITEM 4T.	Controls and Procedures	26

PART II	Other Information	28

ITEM 1.	Legal Proceedings	28

ITEM 1A.	Risk Factors	28

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

ITEM 3.	Defaults Upon Senior Securities	28

ITEM 4.	Mine Safety Disclosures	28

ITEM 5.	Other Information	28

ITEM 6.	Exhibits	29

	SIGNATURES	30

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EZJR, INC.
Consolidated Balance Sheets
(Unaudited)

		June 30,		December 31,
		2014		2013
				(restated)
ASSETS

Current assets
Cash	$	14,485	$	64,793
Receivables		24,832		15,265
Prepaid maintenance fees - current		75,000
Other current assets		1,581		1,581
Total current assets		115,898		81,639

Furniture equipment and software, net		358,057		20,464
Prepaid maintenance fees - non current		68,750
Other assets		4,724		7,574
Total assets	$	547,429	$	109,677

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	603,918	$	380,554
Loan application fee liability		62,070		66,320
Related party notes payable		100,000		-
Related party advances		59,112		110,662
Notes payable		25,000		125,000
Deferred rent-current		4,826		3,938
Total current liabilities		854,926		686,474

Deferred rent- non current		-		2,413
Total liabilities		854,926		688,887

Stockholders' deficit
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, no shares issued or outstanding		-		-
Common stock, $0.001 par value,
70,000,000 shares authorized, 29,139,576
and 13,164,576 shares issued and outstanding as of
June 30, 2014 and December 31, 2013, respectively		29,139		13,165
Additional paid-in capital		17,574,298		15,720,272
Accumulated deficit		(17,910,934)		(16,312,647)
Total stockholders' deficit		(307,497)		(579,210)
Total liabilities and stockholders' deficit	$	547,429	$	109,677

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

EZJR, INC.
Consolidated Statements of Operations
(Unaudited)

		For the Three Months Ended				For the Six Months Ended
		June 30,				June 30,
		2014		2013		2014		2013
				(restated)				(restated)

REVENUES
Product sales	$	267,743	$	87,031	$	453,525	$	193,898
Referral fees		235,272		644,747		410,145		1,516,363
Commission revenue		1,575		400		1,575		3,025
Total revenues		504,590		732,178		865,245		1,713,286
		-
Operating Expenses:		-
Commission expenses		188,314		227,355		263,077		474,276
Advertising		52,665		291,562		70,357		556,577
Selling costs		265,244		170,505		488,871		383,609
General and administrative		164,596		142,266		359,231		273,583
Total operating expenses		670,819		831,688		1,181,536		1,688,045
		-
Income (loss) from operations		(166,229)		(99,510)		(316,291)		25,241
		-		-
Other expenses
Interest expense - related parties		(33,605)		(15,343,983)		(1,278,005)		(15,347,520)
Other interest expense		(3,101)		(697)		(3,991)		(1,278)
Total other expenses		(36,706)		(15,344,680)		(1,281,996)		(15,348,798)
		-		-
Net loss	$	(202,935)	$	(15,444,190)	$	(1,598,287)	$	(15,323,557)

Net loss per share-basic	$	(0.01)	$	(1.36)	$	(0.08)	$	(1.41)

Weighted average number of common
shares outstanding - basic		21,809,906		11,341,710		19,176,593		10,866,775

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

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

		For the Six Months Ended
		June 30,
		2014		2013
OPERATING ACTIVITIES
Net loss	$	(1,598,287)	$	(15,323,557)
Adjustments to reconcile net loss
to net cash used by operating activities:
Depreciation and amortization		7,815		3,189
Amortization of prepaid software maintenance contract		6,250
Non-cash interest expense related to the issuance of stock in
exchange for cancellation of demand note and accrued interest		-		15,343,983
Non-cash interest expense related to the issuance of common stock in
exchange for promissory note and accrued interest		1,212,500		-
Changes in operating assets and liabilities:
Prepaids		-		(4,723)
Receivables		(9,567)		(33,055)
Other assets		2,850		(2,850)
Accounts payable and accrued liabilities		230,864		18,631
Loan application fee liability		(4,250)		(99,000)
Deferred rent		(1,525)		(673)
Net cash used by operating activities		(153,350)		(98,055)

INVESTING ACTIVITIES
Disposal of fixed assets		4,592		-
Purchases of fixed assets		-		(3,790)
Net cash provided (used) by investing activities		4,592		(3,790)

FINANCING ACTIVITIES
Proceeds from sales of common stock		-		100,000
Proceeds from notes payable				25,000
Proceeds from related party notes payable		100,000		-
Proceeds from related party advances		50		27,095
Repayment of related party advances		(1,600)		(15,596)
Net cash provided by financing activities		98,450		136,499

NET CHANGE IN CASH		(50,308)		34,654

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD		64,793		24,205
END OF PERIOD	$	14,485	$	58,859

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	8,791	$	4,814
Income taxes paid	$	-	$	-

Non-cash investing and financing activities:
Accrued interest payable satisfied with issuance of common stock	$	7,500	$	-
Notes payable satisfied with issuance of common stock	$	100,000	$	-
Related party advances satisfied with the issuance of common stock	$	50,000	$	-
Purchase of software and maintenance agreement with common stock	$	500,000	$	-
Stock issued to settle related party notes payable	$	-	$	54,592
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 4,475,000 shares of restricted common stock in exchange for 100% of the stock of LEF.

Corporate Structure

EZJR, Inc. ("Company") ("EZJR") is an Internet marketing company and real estate company located in Georgia. OwnerWiz Realty, Inc. (“OWR”) is the Company’s wholly-owned subsidiary. OWR was incorporated April 12, 2011. OW Marketing, Inc. (“OWM”) is a wholly-owned subsidiary of OWR and was incorporated on October 23, 2011. LEF is a wholly-owned subsidiary of EZJR.

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. During the three months ended March 31, 2014 and the six months ended June 30, 2013, the Company did not provide any credit related services other than credit management through LEF. Rather the Company referred the customer's information to third party companies. The Company received referral fees from these third party credit service providers. During 2014, it is management’s intention to provide these services directly through our customers, by licensing the information necessary. Also, the Company has identified a number of additional businesses for which it could expand its product offerings and generate additional revenues. For the Company to fully execute on its business model for OWM, it will require substantial cash resources which are currently unavailable.

Credeze™ - Credit Monitoring Service. In March 2014, we launched Credeze on a test basis. The Credeze product is both a credit monitoring service as well as an identity protection program. Customers subscribe to Credeze Identity Protection Program and are charged on a recurring monthly basis. Credeze monitors each customer’s credit daily through all three of the major credit bureaus, and immediately alerts the customer through our notification reports system in the case of a change in their credit score. Customers also have secure, 24 hour access to their credit reports from the major credit bureaus. Additionally, the Credeze Website has a variety of tools and resources to provide customers with the information for protecting their identity. Credeze began generating limited revenues in March 2014.

Listingswiz – Rent-to-Own Home Finder. Listingswiz is a Website designed to help the customer complete the process of buying a home. Customers pay a monthly fee for access to various tools to achieve that goal. They start with a personal profile that outlines the type of home they desire including number of bedrooms and bathrooms along with the targeted monthly payment. The site allows visitors to view home listings for free. However, paid subscribers may view detailed data and have access to the Company Home Resume service.

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. This analysis is created using Point Deduction Technology software (“PDT”). PDT recognizes the many factors used in credit scoring and assigns a point deduction number per item on the credit report thus allowing the customer to understand which accounts are affecting the credit score the most.

The customer is also provided access to a Target Score Simulator (“TSS”) which is an interactive tool that instructs the customer as to the best things to do and not to do to increase their credit score. The customer starts by selecting the credit bureau that they would like to simulate. The customer then enters a target score that they would like to achieve. They are then provided with a list of the most efficient recommendation to reach the target score. In some cases there may be a recommendation to use the credit line in order to gain credit score points or they may be required to have a creditor reporting agency correct the high credit amount on their credit report. These recommendations are calculated first before a pay down approach in order to save the customers the most amount of money possible. The simulator alerts the customer of the total points recovered and the cost to acquire those points to reach their target score to attain that score. Conversely, the customer is also able to manually simulate the results from various changes to their credit report. By making changes to their report, they can see what the change to their credit score will be.

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. The idea is that if the lender or employer doesn't see any negative items it's a success. Unfortunately this does not necessarily increase the credit score and it will not stop the consumer from making the same mistakes over and over again.

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

OWR’s principal business activities include: promoting, marketing, and selling realtor services to prospective homebuyers interested in residential properties. During the three and six month ended June 30, 2014, and 2013, OWR did a minimal amount of business due to fiscal constraints. During 2014, the Company intends to reduce its real estate activities and concentrate on OWM’s business and discontinue OWR’s operations.

Customer Relationship Management System Purchase

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 a Customer Relations Management ("CRM") software program developed and owned by Leader. 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 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 CRM 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 prices was allocated to the CRM 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 period of the agreement.

As of the date of this report the Company was utilizing the new software for certain aspects of its business. However, for other product offerings the new software continued to be installed and tested. We anticipate that the CRM system will be fully installed, tested and operational by the end of the third quarter of 2014.

Expected benefits of change of the new CRM include the following:

· More personalized customer service

· Improved reporting, performance management and customer analytics

· Privacy and security

· Improved customer retention

· Fraud detection and prevention analytics

· Automated recurring billing capabilities

· Sophisticated Profit management tools including affiliate commission tracking, price point testing and indemnification of revenue loss causes

· Gateway integration and merchant account load balancing

· Improved affiliate management and affiliate fraud detection

· Enhance reporting and performance tracking

Finally, the new CRM system, when fully integrated, will be highly scalable and customizable, allowing us to gain actionable customer insights with a back-end analysis as well as helping streamline our operations and personalize customer service.

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.

Going Concern and Management's Plan

From inception (April 12, 2011) through June 30, 2014, we had an accumulated deficit of $17,910,934 and as such our independent accountants have substantial doubts about the Company’s ability to continue as a going concern. Since inception through June 30, 2014, we have not generated sufficient revenues to achieve operating profitability. We have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future. For the six months ended June 30, 2014, our net loss was $1,598,287. Accordingly, there can be no assurance that we will ever be able to achieve our sales goals or earn a profit.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is seeking additional sources of financing and is continuing to implement the business plan. Management believes these factors will contribute toward achieving profitability. 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.

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 liabilities due to a shareholder from accounts payable to related party advances.

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, OW Marketing and Leading Edge Financial, all of which are wholly-owned. All significant intercompany transactions have been eliminated in consolidation.

Revenue Recognition

Service and Referral Fees

The Company, through its wholly owned subsidiary, OWM, operates several websites which offer users several services. These services include credit monitoring, credit repair, credit reports, rent to own real estate and real estate finance applications. The Company receives fees from its users for its credit related products and records those fees as revenue as they are received. The Company received referral fees from these third party credit service providers. These fees were recorded as revenue when received. During the remainder of the year ended December 31, 2014 it is the Company’s intention to provide these services by reselling services of third parties.

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 June 30, 2014 a total of $117,640 had been refunded to applicants by the Company. Of that amount, $4,000 was refunded to applicants that were, in fact, paid to SCS and the responsibility of SCS. Subsequent to June, 2014 an additional $200 was refunded to applicants.

The Company does not believe that it is legally liable for any amounts forwarded to SCS on behalf of applicants. However, from time-to-time, on a case-by-case basis the Company has refunded amounts to applicants that were paid to SCS. Regardless, it is the Company’s policy to record the total of all loan application fees it has received as a loan application fee liability until such time as a refund is made to the applicant either by SCS or the Company. As of June 30, 2014 and December 31 2013 the balances were $62,070 and $66,320, respectively.

Service and Product Revenues in OWM

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

Commission Revenue

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

Cash Equivalents

The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As of June 30, 2014 and December 31, 2013, the Company’s cash and cash equivalents were on deposit in federally-insured financial institutions.

Concentration of Credit Risk for Cash Deposits at Banks

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

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 June 30, 2014 and December 31, 2013 (as restated) were as follows:

	Level 1	Level 2	Level 3	Total

June 30, 2014
Cash and cash equivalents	$ 14,485	$ -	$ -	$ 14,485

December 31, 2013
Cash and cash equivalents	$ 64,793	$ -	$ -	$ 64,793

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.

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. Acquisition of Leading Edge Financial, Inc.

One January 28, 2014, the Company issued 4,475,000 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. On the date of the acquisition LEF was 54% owned by individuals with a majority beneficial interest in the Company including one person who was the CEO and sole director of the Company at that time. As such the acquisition was accounted for by means of a pooling of the entities under GAAP because the entities were under common control at the time of the transaction.

4. Restatement

As the Company was required to record the transaction as a pooling of entities, the prior year financial statements have been restated as a result of the acquisition.

The following is a summary of the impact of the restatement on the Company’s consolidated balance sheet as of December 31, 2013:

		As Previously Reported		Adjustments for Pooling with Leading Edge Financial, Inc.		As Restated
ASSETS
Current assets
Cash	$	64,010	$	783	$	64,793
Receivables		15,265		-		15,265
Other current assets		1,581		-		1,581
Total current assets		80,856		783		81,639

Furniture and equipment, net		19,419		1,045		20,464
Other assets		7,574		-		7,574
Total assets	$	107,849	$	1,828	$	109,677
						-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	380,554	$	-	$	380,554
Loan application fee liability		66,320		-		66,320
Related party advances		110,662		-		110,662
Notes payable		100,000		25,000		125,000
Deferred rent-current		3,938		-		3,938
Total current liabilities		661,474		25,000		686,474
						-
Deferred rent- non current		2,413		-		2,413
Total liabilities		663,887		25,000		688,887
						-
Stockholders' deficit
Common Stock		13,165		-		13,165
Additional paid-in capital		15,720,172		100		15,720,272
Accumulated deficit		(16,289,375)		(23,272)		(16,312,647)
Total stockholders' deficit		(556,038)		(23,172)		(579,210)
Total liabilities and stockholders' deficit	$	107,849	$	1,828	$	109,677

The following is a summary of the impact of the restatement on the Company’s consolidated statement of operations for the three months ended June 30, 2013:

REVENUES		As Previously Reported		Adjustments for Pooling with Leading Edge Financial, Inc.		As Restated
Product sales	$	85,845	$	1,186	$	87,031
Referral fees		644,747		-		644,747
Commission revenue		400		-		400
Total revenues		730,992		1,186		732,178

Operating Expenses:
Commission expenses		227,355		-		227,355
Advertising		291,562		-		291,562
Selling costs		169,215		1,290		170,505
General and administrative		137,464		4,802		142,266
Total operating expenses		825,596		6,092		831,688

Loss from operations		(94,604)		(4,906)		(99,510)

Other expenses				-
Interest expense - related parties		(15,343,983)		-		(15,343,983)
Other interest expense		(697)		-		(697)
Total other expenses		(15,344,680)		-		(15,344,680)
		-		-		-
Net loss	$	(15,439,284)	$	(4,906)	$	(15,444,190)

The following is a summary of the impact of the restatement on the Company’s consolidated statement of operations for the six months ended June 30, 2013:

REVENUES		As Previously Reported		Adjustments for Pooling with Leading Edge Financial, Inc.		As Restated
Product sales	$	192,712	$	1,186	$	193,898
Referral fees		1,516,363		-		1,516,363
Commission revenue		3,025		-		3,025
Total revenues		1,712,100		1,186		1,713,286
				-
Operating Expenses:				-
Commission expenses		474,276		-		474,276
Advertising		556,577		-		556,577
Selling costs		382,279		1,330		383,609
General and administrative		268,067		5,516		273,583
Total operating expenses		1,681,199		6,846		1,688,045
				-
Loss from operations		30,901		(5,660)		25,241
				-
Other expenses				-
Interest expense - related parties		(15,347,520)		-		(15,347,520)
Other interest expense		(1,278)		-		(1,278)
Total other expenses		(15,348,798)		-		(15,348,798)
				-
Net loss	$	(15,317,897)	$	(5,660)	$	(15,323,557)

The following is a summary of the impact of the restatement on the Company’s consolidated statement of cash flows for the six month ended June 30, 2013

		As Previously Reported		Adjustments for Pooling with Leading Edge Financial, Inc.		As Restated
OPERATING ACTIVITIES
Net loss	$	(15,317,897)	$	(5,660)	$	(15,323,557)
Adjustments to reconcile net loss to net cash used
by operating activities:
Depreciation and amortization		3,189		-		3,189
Non-cash interest expense related to the issuance of stock in
exchange for cancellation of demand note and accrued interest		15,343,983		-		15,343,983
Changes in operating assets and liabilities:				-
Prepaids		(4,723)		-		(4,723)
Receivables		(33,055)		-		(33,055)
Other assets		(2,850)		-		(2,850)
Accounts payable and accrued liabilities		18,631		-		18,631
Loan application fee liability		(99,000)		-		(99,000)
Deferred rent		(673)		-		(673)
Net cash used by operating activities		(92,395)		(5,660)		(98,055)

INVESTING ACTIVITIES
Disposal of fixed assets		-		-		-
Purchases of fixed assets		(3,790)		-		(3,790)
Net cash used by investing activities		(3,790)		-		(3,790)

FINANCING ACTIVITIES
Proceeds from sales of common stock		100,000		-		100,000
Proceeds from notes payable		-		25,000		25,000
Proceeds from related party advances		27,095		4,410		31,505
Repayment of related party advances		(15,596)		-		(15,596)
Net cash provided by financing activities		111,499		29,410		140,909

NET CHANGE IN CASH		15,314		23,750		39,064

CASH AND CASH EQUIVALENTS -				-
BEGINNING OF PERIOD		24,205		-		24,205
END OF PERIOD	$	39,519	$	23,750	$	63,269

5. Property and Equipment

Property and equipment (as restated) consists of the following:

	June 30,	December 31,
	2014	2013
Furniture and fixtures	$ 14,033	$ 14,033
Equipment	8,284	8,284
Software	351,141	1,045
Leasehold improvements	-	9,447
Total	373,458	32,809
Accumulated depreciation	(15,401)	(12,345)
Property and equipment, net	$ 358,057	$ 20,464

Depreciation expense for the three and six months ended June 30, 2014 was $3,923and $7,185, respectively.

Depreciation expense for the three and six months ended June 30, 2013 was $1,568 and $3,189, respectively.

Additionally, during the six month period ended June 30, 2014, the Company incurred a charge of $4,592 related to the disposal of leasehold improvements for office space that we abandoned.

6. Related Party Transactions

Shareholder Advances

As of June 30, 2014 and December 31, 2013, the amount of related party advances was $59,112 and $110,662, respectively. These advances have no terms and are to be repaid at the discretion of the Company.

On June 26, 2014 $50,000 of shareholder advances were repaid and these funds were used to purchase 1,000,000 restricted shares of the Company’s common stock at $0.05 per share.

Notes Payable - Related Party

At December 31, 2012, we had a related party liability of $54,021. The liability consisted of two Demand Promissory Notes Payable for $20,000 and $33,740 plus accrued interest due to a company controlled by the CEO. The Company had pledged 1,000,000 and 1,687,013, respectively of unregistered restricted shares as collateral for the timely performance on this note. However, on June 4, 2013, the Company issued 2,678,013 unregistered restricted shares of common stock at the request of the Note Holder in exchange for principal debt and its unpaid interest on the two outstanding Demand Promissory Notes. At the time of the payment, the fair market value of the common stock issued was $15,398,575, based on the trading price of $5.75 per share on May 30, 2013, the date of the demand for payment. The difference between the amounts of the Demand Promissory Notes and the fair market value of the stock was booked as a non-cash interest expense of $15,343,983 in the second quarter of 2013.

On January 29, 2014 the Company issued a $100,000 promissory note to a shareholder. 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

7. 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.

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 June 30, 2014 are as follows:

	2014		$ 36,684
	2015		43,680
	2016		14,004
	Total		$ 94,368

Employment Contracts

On October 9, 2011, the Company entered into one-year employment agreements with two individuals. One was hired as Chief Compliance Officer (CCO) and the other was with the Company's then CEO (currently CTO) 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 June 30, 2014 and December 31, 2013, $59,723 was due and outstanding under his agreement and is included in the balance of accounts payable and accrued liabilities.

Concentrations

For the three and six months ended June 30, 2014 approximately 100.0% and 97.6%, respectively of the Company's referral fee revenue was generated from three customers. Changes with these three customers could have a material adverse effect on the Company’s business, financial condition, and results of operations. No single customer provided 10% or more of product sale service fees and commission revenue is non-recurring. For the three and six months ended June 30, 2013 approximately 99.3% and 98.4% of the Company's referral fee revenue was generated from three customers.

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.

8. 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 $16,666.67 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 $1,220,000 during the six months ended June 30, 2014

On January 28, 2014, we issued 4,475,000 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 June 30, 2014 interest expense was $36,706 of which $33,605 was payable to related parties. For the six months ended June 30, 2014 interest expense was $1,281,996 of which $1,220,000 was non-cash interest, as described above, and $58,000 was payable to related parties.

For the three months ended June 30, 2013 interest expense was $15,344,680 of which $15,343,983 was non-cash interest, as described and was the result of a related party transaction. For the six months ended June 30, 2013 interest expense was $15,348,798 of which $15,343,983 was non-cash interest, as described above, and $3,537 was payable to related parties.

9. Stockholders’ Equity

On January 28, 2014, we issued 4,475,000 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. Concurrently, with the close of this transaction, Barry Hall was appointed Executive Chairman of the Board of Directors and Chief Financial Officer and Edward Zimbardi was appointed to the Board of Directors and Chief Executive Officer. Adam Alred, the Company’s Chief Executive Officer, resigned from that position and was appointed Chief Technology Officer.

On March 1, 2014, the Company released the 500,000 shares of restricted common stock being held in escrow that were used to secure the $100,000 promissory note described in Note 8 to these financial statements in exchange for the note and any outstanding interest due at the time of the exchange.

On May 28, 2014, the Company issued to leader 10,000,000 restricted shares of common stock valued at $0.05 per share to purchase a Customer Relations Management ("CRM") software program and a two-year software maintenance agreement.

On June 26, 2014, the Company sold 1,000,000 shares of restricted common stock for $0.05 per share in exchange for a $50,000 advance from a stockholder.

10. Subsequent Events

As discussed in Note 2 to these financial statements, subsequent to June 30, 2014, the Company has refunded an additional $200 to applicants for amounts received by the Company related to the SCS agreement.

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 and six months ended June 30, 2014 and 2013. 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 15, 2014.

Our Business

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

Overview of Current Operations

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

OwnerWiz Realty, Inc. (“OWR”) is the Company’s wholly-owned subsidiary. OWR was incorporated April 12, 2011. OW Marketing, Inc. (“OWM”) is a wholly-owned subsidiary of OWR and was incorporated on October 23, 2011. On January 28, 2014, the Company acquired Leading Edge Financial (“LEF”), a private Florida corporation engaged in the business of personal credit management.

OWM’s Business

LEF’s Business

OWR’s Business

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

OWR’s principal business activities include: promoting, marketing, and selling realtor services to prospective homebuyers interested in residential properties. During the three and six months ended June 30, 2014, and 2013, OWR did a minimal amount of business due to fiscal constraints. During 2014, the Company intends to reduce its real estate activities and concentrate on OWM’s business and discontinue OWR’s operations.

Customer Relationship Management System Purchase

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 a Customer Relations Management ("CRM") software program developed and owned by Leader. 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 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 CRM 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 CRM 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 period of the agreement.

As of the date of this report the Company was utilizing the new software for certain aspect of its business. However, for other product offerings the new software continued to be installed and tested. We anticipate that the CRM system will be fully installed, tested and operational by the end of the third quarter of 2014.

Expected benefits of change of the new CRM include the following:

More personalized customer service
Improved reporting, performance management and customer analytics
Privacy and security
Improved customer retention
Fraud detection and prevention analytics
Automated recurring billing capabilities
Sophisticated Profit management tools including affiliate commission tracking, price point testing and indemnification of revenue loss causes
Gateway integration and merchant account load balancing
Improved affiliate management and affiliate fraud detection
Enhance reporting and performance tracking

Media Investor Purchaser Agreement

On June 29, 2014, the Company entered into a Media Investor Purchaser Agreement ("MIP") Agreement 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.

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

OWR’s principal business activities include: promoting, marketing, and selling realtor services to prospective homebuyers interested in residential properties. During the three and six months ended June 30, 2014, and 2013, OWR did a minimal amount of business due to fiscal constraints. During 2014, the Company intends to reduce its real estate activities and concentrate on OWM’s business. Ultimately, management believes that all operations related to OWR will cease.

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.

As described above, the Company has been changing it business focus from generating revenue solely from referral fees to selling products and services provided by third parties. As such year-to-year comparison may not be indicative of the direction of the Company.

Results of Operations

Discussion of three months ended June30, 2014 and 2013.

Revenues

Revenues for the three months ended June 30, 2014 were $504,590 compared to $732,178 a decrease of 31.1%. The primary reason for the decrease was a decrease of $409,475 or 63.5% in referral fees. This decrease was partially offset by an increase in product sales of $180,712 or 207.6 % and $1,175 in commission revenue. The decrease in referral fees was a direct result of reduced affiliate activity and a significant reduction in online advertising. Going forward the company anticipates that referral fees will decrease dramatically as we shift to selling products provided by third parties directly to our customers.

Operating Expenses

Operating expenses for the three months ended June 30, 2014 were $670,819 compared to $831,688 a decrease of $160,688 or 19.3%. The primary reason for the decrease was a decrease in advertising expenses of $238,897 or 81.9% as the company made a strategic decision to preserve cash as a result of a decrease in the efficacy of its online advertising. Also contributing to the decrease was an a decrease in commission expenses paid to our affiliate network of $39,041 or 17.2% as affiliate activity has declined along with the decrease in advertising. Partially offsetting these decreases were an increase in selling costs of $94,739 or 55.6%, primarily related to payments made to third party service providers. Additionally general and administrative expense increased by $22,330 or 15.7% primarily due to increases in salaries, professional fees, rent, and utilities.

Loss from Operations

As a result of the foregoing factors we had a loss from operations of $166,229 for the three months ended June 30, 2014, compared to a loss from operations of $99,510 for the same period in 2013, an increase of $66,719.

Interest Expense

Interest expense for the three months ended June 30, 2014 was $36,706 compared to $15,344,680 for the same period in 2013. The primary reason for the decrease was a non-cash charge of $15,343,983 in 2013 related to the issuance of 2,678,013 unregistered restricted shares of common stock to a related party in exchange for principal debt and its unpaid interest on the two outstanding Demand Promissory Notes totaling $54,592 including accrued interest. At the time of the issuance, the fair market value of the common stock issued was $15,398,575, based on the trading price on $5.75 per share on May 30, 2013, the date of the demand for payment. This increase was partially offset by interest expense is related to two notes payable and interest on credit cards.

Net Loss

As a result of the foregoing factors we had a net loss of $202,935 for the three months ended June 30, 2014, compared to a net loss of $15,444,190 for the same period in 2013.

Discussion of six months ended June 30, 20143 and 2013.

Revenues

Revenues for the six months ended June 30, 2014 were $865,245 compared to $1,713,286 a decrease of 49.5%. The primary reason for the decrease was a decrease of $1,106,218 or 73.0% in referral fees. This decrease was partially offset by an increase in product sales of $259,627 or 133.9 %. Also contributing to the decrease in revenues was a decline in commission revenue of $1,450 in commission revenue. The decrease in referral fees was a direct result of reduced affiliate activity and a significant reduction in online advertising. Going forward the company anticipates that referral fees will decrease dramatically as we shift to selling products provided by third parties directly to our customers.

Operating Expenses

Operating expenses for the six months ended June 30, 2014 were $1,181,536 compared to $1,688,045 a decrease of $506,509 or 30.0%. The primary reason for the decrease was a decrease in advertising expenses of $486,220 or 87.4% as the company made a strategic decision to preserve cash as a result of a decrease in the efficacy of its online advertising. Also contributing to the decrease was a decrease in commission expenses paid to our affiliate network of $211,199 or 44.5% as affiliate activity has declined along with the decrease in advertising. Partially offsetting these decreases were an increase in selling costs of $105,262 or 27.4%, primarily related to payments made to third party service providers. Additionally, general and administrative expense increased by $85,648 or 31.3% primarily due to increases in salaries, professional fees, rent, and utilities.

Loss from Operations

As a result of the foregoing factors we had a loss from operations of $316,291 for the six months ended June 30, 2014, compared to operating profit of $25,241 for the same period in 2013, an increase of loss of $341,532.

Interest Expense

Interest expense for the six months ended June 30, 2014 was $1,281,996 compared to $15,348,788 for the same period in 2013. The primary reason for the decrease was a non-cash charge of $15,343,983 in 2013 related the issuance of 2,678,013 unregistered restricted shares of common stock to a related party in exchange for principal debt and its unpaid interest on the two outstanding Demand Promissory Notes totaling $54,592 including accrued interest. At the time of the issuance, the fair market value of the common stock issued was $15,398,575, based on the trading price on $5.75 per share on May 30, 2013, the date of the demand for payment. This increase was partially offset by a non-cash charge in 2014 of $1,212,500 related the issuance of 500,000 unregistered restricted shares of common stock in exchange for a $100,000 promissory note payable and unpaid interest of $7,500 and interest expense is related to two notes payable and interest on credit cards.

Net Loss

As a result of the foregoing factors we had a net loss of $1,598,287 for the six months ended June 30, 2014, compared to a net loss of $15,323,557 for the same period in 2013.

Going Concern

Since inception through June 30, 2014, we have not generated sufficient revenues to achieve operating profitability. We have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future. For the quarter ended June 30, 2014, our net loss was $202,935 and our accumulated deficit was $17,910,934. Accordingly, there can be no assurance that we will ever be able to achieve our sales goals or earn a profit. Our ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations.

Therefore, management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Liquidity and Capital Resources

As of June 30, EZJR had $14,485 in cash and cash equivalents, receivables of $24,832 and total current assets of $115,898. At the same date, EZJR had total current liabilities of $854,926, this includes: Accounts payable and accrued liabilities of $603,918, loan application fee liability of $62,070, deferred rent of $4,826, related party advances of $59,112 and notes payable of $25,000.

During the three months ended June 30, 2014 we saw an increase in our product sales revenues when compared to the prior two quarters, however, compared to the same period in 2013 revenues decreased significantly. Subsequent to June 30, 2014 the Company has continued to experience an increase in revenues, however, there are no assurances that these increases will continue. Additionally as of June 30, 2014 we had a negative working capital of $739,028. As a result we intend to raise additional debt or equity financing to fund ongoing operations and necessary working capital. However, there is no assurance that such financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs. There can be no assurance that such capital will be available and if not, the Company may be unable to meet its goals for future growth.

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 are also members 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 June 30, 2014, 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 June 30, 2014. 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 June 30, 2014.

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 2013 related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-K, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

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

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

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the three months ended June 30, 2014. 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.

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

Changes in internal controls over financial reporting

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

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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, 2013 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

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

On January 28, 2014, we issued 4,475,000 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. Concurrently, with the close of this transaction, Barry Hall was appointed Executive Chairman of the Board of Directors and Chief Financial Officer and Edward Zimbardi was appointed to the Board of Directors and Chief Executive Officer.

On October 1, 2013 the Company issued a one-year promissory note for $100,000. Under the terms of the note interest of 5% will be paid on the monthly anniversary of the note. Collateral for the note was 500,000 shares of the Company’s common stock which is being held in escrow until the note is fully paid. In the event of default on the note such shares will 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 due at the time of the exchange.

On June 26, 2014, the Company sold 1,000,000 shares of restricted common stock for $0.05 per share in exchange for a $50,000 advance from a stockholder.

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.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Ref	Description of Document


31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101	*	The following materials from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language):

		(1) Consolidated Balance Sheets at June 30, 2014, and December 31, 2013 (Unaudited)

		(2) Consolidated Statements of Operations for the three and six-month periods ended June 30, 2014 and June 30, 2013 (Unaudited).

		(3) Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2014 and June 30, 2013 (Unaudited).

		(4) Notes to the Consolidated Financial Statements (Unaudited)

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

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: August 13, 2014		/s/ Barry Hall
		Name: Barry Hall
		Title: Executive Chairman and Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)


Date: August 13, 2014		/s/ Edward Zimbardi
		Name: Edward Zimbardi
		Title: Chief Executive Officer and Director
		(Principal Executive Officer)

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