UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q

|(Mark one)
|----------
|          
|x         

For the Quarterly Period Ended March 31,
2015

OR

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | -----------------------------------------------------------------------------------------

For the transition period from _________________to

|                                
|--------------------------------
|Commission File Number:000-53810
|                                

EZJR, Inc.

(Exact name
of registrant as specified in its charter)

|Nevada                            |  | 20-0667864         
|--------------------------------- |  | -------------------
|(State or Other Jurisdiction      |  | (I.R.S. Employer   
|of Incorporation or Organization) |  | Identification No.)



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

Telephone:702-544-0195

(Registrant’s telephone number, including
area code)



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

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

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

|Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting company [X]
|------------------------ | ------------------ | ---------------------- | -----------------------------

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNo [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of May 20, 2015, the registrant’s
outstanding common stock consisted of 29,249,576 shares, $0.001 par value. Authorized – 70,000,000 common shares.







Table of Contents

EZJR, Inc.

Index to Form 10-Q

For the Quarterly Period Ended March 31, 2015



|PART I   | Financial Information                                                                                          | 3 
|-------- | -------------------------------------------------------------------------------------------------------------- | --
|         |                                                                                                                |   
|ITEM 1.  | Financial Statements                                                                                           | 3 
|         | Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014 (Unaudited)                             | 3 
|         | Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and March 31, 2014 (Unaudited) | 4 
|         | Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and March 31, 2014 (Unaudited) | 5 
|         | Notes to the Consolidated Financial Statements (Unaudited)                                                     | 6 
|         |                                                                                                                |   
|ITEM 2.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                          | 18
|         |                                                                                                                |   
|ITEM 3.  | Quantitative and Qualitative Disclosures About Market Risk                                                     | 22
|         |                                                                                                                |   
|ITEM 4T. | Controls and Procedures                                                                                        | 22
|         |                                                                                                                |   
|PART II  | Other Information                                                                                              | 25
|         |                                                                                                                |   
|ITEM 1.  | Legal Proceedings                                                                                              | 25
|         |                                                                                                                |   
|ITEM 1A. | Risk Factors                                                                                                   | 25
|         |                                                                                                                |   
|ITEM 2.  | Unregistered Sales of Equity Securities and Use of Proceeds                                                    | 25
|         |                                                                                                                |   
|ITEM 3.  | Defaults Upon Senior Securities                                                                                | 25
|         |                                                                                                                |   
|ITEM 4.  | Mine Safety Disclosures                                                                                        | 25
|         |                                                                                                                |   
|ITEM 5.  | Other Information                                                                                              | 25
|         |                                                                                                                |   
|ITEM 6.  | Exhibits                                                                                                       | 26
|         |                                                                                                                |   
|         | SIGNATURES                                                                                                     | 27
|         |                                                                                                                |   



2







PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS







|EZJR, INC.                                                                            
|--------------------------------------------------------------------------------------
|Consolidated Balance Sheets                                                           
|(Unaudited)                                                                           
|                                                                                      
|                                                                                      
|                                                                                      
|ASSETS                                                                                
|                                                                                      
|Current assets                                                                        
|Cash                                                                                  
|Receivables                                                                           
|Inventories                                                                           
|Prepaid maintenance fees – current                                                    
|Deposits                                                                              
|Current assets held for sale                                                          
|Total current assets                                                                  
|                                                                                      
|Furniture, equipment and software, net                                                
|Prepaid maintenance fees - non current                                                
|Non-current assets held for sale                                                      
|Total assets                                                                          
|                                                                                      
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                  
|                                                                                      
|Current liabilities                                                                   
|Accounts payable and accrued liabilities                                              
|Secured promissory note payable                                                       
|Income tax liability                                                                  
|Notes payable                                                                         
|Current Liabilities held for sale                                                     
|Total current liabilities                                                             
|                                                                                      
|Total liabilities                                                                     
|                                                                                      
|Stockholders' equity                                                                  
|Preferred stock, $0.001 par value,  5,000,000 shares                                  
|authorized, no shares issued or outstanding                                           
|Common stock, $0.001 par value,                                                       
|70,000,000 shares authorized,  29,249,576                                             
|and 10,386,563 shares issued and outstanding                                          
|as of March 31, 2015 and December 31, 2014,                                           
|Respectively                                                                          
|Additional paid-in capital                                                            
|Accumulated deficit                                                                   
|Total stockholders' equity                                                            
|Total liabilities and stockholders' equity                                            
|                                                                                      
|The accompanying notes are an integral part of these consolidated financial statements



3







|EZJR, INC.                                                                             |  
|-------------------------------------------------------------------------------------- | -
|Consolidated Statements of Operations                                                  |  
|(Unaudited)                                                                            |  
|                                                                                       |  
|                                                                                       |  
|                                                                                       |  
|                                                                                       |  
|                                                                                       |  
|Product sales                                                                          | $
|                                                                                       |  
|Operating Expenses                                                                     |  
|Cost of products sold                                                                  |  
|Royalties                                                                              |  
|Selling expense                                                                        |  
|General and administrative expense                                                     |  
|Total operating expenses                                                               |  
|                                                                                       |  
|Income (loss) from continuing operations                                               |  
|                                                                                       |  
|Other expenses                                                                         |  
|Loss on debt settlement                                                                |  
|Interest expense                                                                       |  
|Total other expenses                                                                   |  
|                                                                                       |  
|Income (loss) from continuing operations                                               |  
|Provision for income taxes                                                             |  
|Income (loss) from continuing operations                                               |  
|Loss from discontinued operations                                                      |  
|Net income (loss)                                                                      | $
|Net income (loss) per share - basic                                                    | $
|Net income (loss) per share - fully diluted                                            | $
|                                                                                       |  
|Weighted average number of common                                                      |  
|shares outstanding - basic                                                             |  
|                                                                                       |  
|Weighted average number of common                                                      |  
|shares outstanding - fully diluted                                                     |  
|                                                                                       |  
|The accompanying notes are an integral part of these consolidated financial statements



4







|EZJR, Inc.                                                                             
|---------------------------------------------------------------------------------------
|Consolidated Statements of Cash Flows                                                  
|(Unaudited)                                                                            
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|                                                                                       
|OPERATING ACTIVITIES                                                                   
|Net income (loss)                                                                      
|Adjustments to reconcile net income (loss)                                             
|to net cash provided by (used by) operating activities:                                
|Amortization                                                                           
|Non-cash loss on debt settlement                                                       
|Changes in operating assets and liabilities:                                           
|Receivables                                                                            
|Inventories                                                                            
|Deposits                                                                               
|Accounts payable and accrued liabilities                                               
|Tax liability                                                                          
|Net cash provided (used) by operating activities                                       
|                                                                                       
|FINANCING ACTIVITIES                                                                   
|Repayment on secured promissory note                                                   
|Proceeds from sale of common stock                                                     
|Net cash provided (used) by financing activities                                       
|                                                                                       
|CASH FLOWS PROVIDED BY (USED IN) DISCONTINUED OPERATIONS                               
|Net cash provided by operating activities                                              
|Net cash provided by investing activities                                              
|Net cash (used) by financing activities                                                
|Net cash provided (used) by discontinued operations                                    
|                                                                                       
|NET CHANGE IN CASH                                                                     
|                                                                                       
|CASH AND CASH EQUIVALENTS -                                                            
|BEGINNING OF PERIOD                                                                    
|END OF PERIOD                                                                          
|                                                                                       
|SUPPLEMENTAL DISCLOSURES:                                                              
|Interest paid                                                                          
|Income taxes paid                                                                      
|                                                                                       
|Non-cash investing and financing activities:                                           
|Accrued interest payable with common stock                                             
|Notes payable satisfied with issuance of common stock                                  
|                                                                                       
|The accompanying notes are an integral part of these consolidated  financial statements



5







EZJR, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)



1. Description of the Company



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



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



In January 2012, EZJR, Inc. ("Company")
("EZJR") entered into a two-step transaction with OwnerWiz Realty Inc. (“OWR”), a privately-held Georgia
corporation. The first step of the transaction occurred in January 2012, when an entity owned by the shareholders of OWR and parent
company of OW Marketing, Inc. (“OWM”) acquired seven million five hundred thousand (7,500,000) shares of EZJR, approximately
95.25% of the then outstanding shares of EZJR totaling 7,873,750 shares from then two major shareholders in a private transaction.
The second step of the transaction occurred on March 1, 2012, when EZJR, Inc., EZJR Acquisition Corporation ("Sub"),
a Nevada corporation and subsidiary of EZJR and OWR, entered into a Share Exchange Agreement and Plan of Merger "Share Exchange"
pursuant to which the Sub was merged with and into OWR, with OWR surviving as a wholly-owned subsidiary of the Company. The Company
acquired all of the outstanding capital stock of OWR in exchange for issuing 390,000 shares of EZJR common stock which were issued
to two shareholders of OWR. Since the former shareholders of OWR owned over 95% of the outstanding common stock of EZJR upon consummation
of the Share Exchange, the transaction has been recorded as a reverse merger and resulted in a recapitalization with OWR being
the acquirer for accounting purposes. Accordingly, the historical financial statements are those of OWR and have been prepared
to give retroactive effect to the reverse acquisition. The transaction contemplated by the Agreement was intended to be a "tax-free"
reorganization pursuant to the provisions of Section 351 and 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.



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



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



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



6







Corporate Structure



EZJR, Inc. ("Company") ("EZJR")
is an Internet marketing company headquartered in Las Vegas, Nevada with operations in Georgia and Florida.  OwnerWiz Realty,
Inc. (“OWR”) is the Company’s wholly-owned subsidiary. OWR was incorporated April 12, 2011. OW Marketing, Inc.
(“OWM”) is a wholly-owned subsidiary of OWR and was incorporated on October 23, 2011. LEF is a wholly-owned subsidiary
of EZJR. On April 22, 2015 the Company incorporated Her Marketing Concepts, Inc. (“Her Marketing”), a Nevada Corporation,
as a wholly-owned subsidiary. The primary purpose of Her Marketing will be to purchase various media for customer and lead generation.
Additionally, Her Marketing will act as a conduit for the implementation and management of the Media Investor Purchase Agreement
described below. As of the date of this report Her Marketing has had no business activity.



EZJR’s Business



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



Agreement with Her Holding, Inc.



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



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



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









7









eCommerce Platform



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



Media Investor Purchaser Agreement



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



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



Reevaluation of Company Strategy



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



OWM’s Business



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



8







LEF’s Business



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



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



OWR’s Business



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

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



Going Concern and Management's Plan



From inception (April 12, 2011) through March
31, 2015, we had an accumulated deficit of $17,317,526 and as such there are substantial doubts about the Company’s ability
to continue as a going concern. While we achieved an operating profit for the year ended December 31, 2014 and net income for the
three months ended March 31, 2015 there can be no assurance that we will continue to be profitable. Additionally, management is
in the process of developing an operating plan to continue to grow our business, however, such a plan may require additional capital
financing. The accompanying financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty as a result of
our financial condition at March 31, 2015.



Reclassifications



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



2. Summary of Significant Accounting Policies



Principles of Consolidation



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





9









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



Discontinued Operations



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



Revenue Recognition



Product Sales



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



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



Referral Fees



The Company receives referral fees from third
party credit service providers. These fees are recorded as revenue when received.



Loan Application Fees



OWM entered into a marketing agreement with
SCS Private Funding (“SCS”) in April 2012. This agreement provided for OWM to generate loan applications for loans
to be funded by SCS. The loan applications generated by OWM are generally from consumers that have had challenges with their credit
and mortgage history. OWM generally received a loan application fee of $5,000 from the prospective borrower on each transaction.
After review of each application, OWM sent the application along with $3,500 to SCS. None of the loans were ever funded.



In July 2012, OWM became aware that SCS had
been operating in violation of a final Cease and Desist order issued by the State of Georgia. OWM then ceased sending loan applications
and payments to SCS.



From April 15, 2012 to August 3, 2012 the Company
received 56 loan applications totaling $274,710 in loan application fees. Of this amount $91,000 was subsequently paid to SCS on
behalf of applicants. Additionally, as of December 31, 2014 a total of $96,395 had been refunded to applicants by the Company.
Of that amount, $4,000 was refunded to applicants that were, in fact, paid to SCS and the responsibility of SCS.



10







The Company does not believe that it is legally
liable for any amounts forwarded to SCS on behalf of applicants. However, from time-to-time, on a case-by-case basis the Company
has refunded amounts to applicants that were paid to SCS. Regardless, it is the Company’s policy to record the total of all
loan application fees it has received as a loan application fee liability until such time as a refund is made to the applicant
either by SCS or the Company. As of March 31, 2015 and December 31, 2014, $61,870 was recorded as a loan application liability.



Cash Equivalents



The Company considers deposits that can be
redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents.
As of March 31, 2015, the Company’s cash and cash equivalents were on deposit in federally-insured financial institutions.



Concentration of Credit Risk for Cash Deposits at Banks



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



Basis of Presentation and Use of Estimates
in the Financial Statements



The Company has prepared the accompanying consolidated
financial statements pursuant to U.S. Generally Accepted Accounting Principles.



Use of Estimates



The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures.  Management uses its historical records and knowledge of its business in making estimates.
 Accordingly, actual results could differ from those estimates.



Accounts Receivable



Accounts receivable are reported at the customers'
outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable. The Company
evaluates receivables on a regular basis for potential reserves.



Fair Value of Financial Instruments



The Company measures fair value based on the
prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. Fair value measurements are based on a three tier hierarchy that prioritizes the inputs used to measure
fair value, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2);
and significant unobservable inputs (Level 3).



Accounts payable are reported at their historical
carrying values, which approximate their fair values based on their short-term nature.



11









The fair value measurements of the Company’s financial instruments
at March 31, 2015 and December 31, 2014 were as follows:



| |                           |  | Level 1        |  | Level 2              |  | Level 3          |  | Total        | 
| | ------------------------- |  | -------------- |  | -------------------- |  | ---------------- |  | ------------ | 
| |                           |  |                |  |                      |  |                  |  |              | 
| | March 31, 2015            |  |                |  |                      |  |                  |  |              | 
| | Cash and cash equivalents |  | $      739,170 |  | $                  - |  | $              - |  | $    739,170 | 
| |                           |  |                |  |                      |  |                  |  |              | 
| | December 31, 2014         |  |                |  |                      |  |                  |  |              | 
| | Cash and cash equivalents |  | $      280,904 |  | $                  - |  | $              - |  | $    280,904 | 





Inventories



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





Basis for Recording Fixed Assets, Lives, and Depreciation Methods



Property and equipment are recorded at cost. Expenditures for major
additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred.
When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts
and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over
the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses
other depreciation methods for tax purposes where appropriate. The estimated useful lives for significant property and equipment
categories are as follows:



| | Furniture and fixtures | 7 years      | 
| | ---------------------- | ------------ | 
| | Equipment              | 3 to 7 years | 
| | Software               | 5 years      | 



Recent Accounting Pronouncements



The Company has evaluated recent pronouncements and believes that
none of them will have a material impact on the Company’s financial position, results of operations or cash flows.







12









Impairment Assessments of Purchased Software



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



Income Taxes



The Company accounts for income taxes under
the liability method in accordance with FASB ASC 740-10.  Under this standard, deferred income tax liabilities and assets
are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted
tax rates expected to be in effect for the year in which the differences are expected to reverse.  Deferred income tax assets
are reduced by a valuation allowance when the Company is unable to make the determination that it is more likely than not that
some portion or all of the deferred income tax asset will be realized.



Earnings (Loss) per Share



The Company utilizes FASB ASC 260.  Basic
earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares
outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. Common equivalent shares are excluded from the computation if their effect is
anti-dilutive.



Stock-based compensation



The Company records stock-based compensation issued to non-employees
or other external entities for goods and services at either the fair market value of the shares issued or the value of the services
received, whichever is more readily determinable, using the measurement date guidelines enumerated in FASB ASC 505-50-30.









13









3. Discontinued Operations



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



|                                                                                                      |  |   | March 31, |  |   | December 31,
|----------------------------------------------------------------------------------------------------- |  | - | --------- |  | - | ------------
|                                                                                                      |  |   | 2015      |  |   | 2014        
|Carrying amounts of major classes of assets included as part of discontinued operations               |  |   |           |  |   |             
|Cash                                                                                                  |  | $ | -         |  | $ | 4,530       
|Receivables                                                                                           |  |   | -         |  |   | 26,569      
|Deposits                                                                                              |  |   | 1,618     |  |   | 1,581       
|Furniture, equipment and software, net                                                                |  |   | 11,509    |  |   | 12,442      
|Total assets of the disposal group classified as held for sale on the consolidated balance sheet      |  | $ | 13,127    |  | $ | 45,122      
|                                                                                                      |  |   |           |  |   |             
|Carrying amounts of major classes of liabilities included as part of discontinued operations          |  |   |           |  |   |             
|Bank overdraft                                                                                        |  | $ | 3,012     |  | $ | -           
|Accounts payable and accrued liabilities                                                              |  |   | 781,394   |  |   | 716,253     
|Loan application fee liability                                                                        |  |   | 61,870    |  |   | 61,870      
|Related party notes payable                                                                           |  |   | 100,000   |  |   | 100,000     
|Related party advances                                                                                |  |   | 56,178    |  |   | 56,178      
|Deferred rent                                                                                         |  |   | 1,207     |  |   | 2,413       
|Total liabilities of the disposal group classified as held for sale on the consolidated balance sheet |  | $ | 1,003,661 |  | $ | 936,715     





4. Property and Equipment



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





5. Related Party Transactions



Shareholder Advances





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



Notes Payable - Related Party



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





14









6. Commitments, Contingencies and Management's
Plan



Facility Lease



In April 2012, the Company entered into a lease
for a new office facility. The lease began May 1, 2012 and expires June 30, 2015. The first two months of rent are free, year one
calls for monthly base rent of $4,724, year two has monthly base rent of $4,866 and year three has monthly base rent of $5,014.
Rent expense is recorded on the straight-line method over the term of the lease. A security deposit of $4,724 was paid upon execution
of the lease. In December 2013, the company vacated this facility over a dispute with the landlord on maintenance of the heating
system. The Company is currently negotiating a termination of the lease however, for reporting purposes payments due under the
lease are reported in the schedule below. The security deposit has been offset against the lease payment owed.



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





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



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



On October 9, 2011, the Company entered into
one-year employment agreements with two individuals. One was hired as Chief Compliance Officer (CCO) and the other was with the
Company's then CEO to continue serving in that role. The agreement with the CCO was subsequently terminated while the CEO agreement
called for the officer to receive compensation of $9,600 per month. At March 31, 2015 and December 31, 2014, $64,146 was due and
outstanding under his agreement and is included in the balance of accounts payable and accrued liabilities.



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



Concentrations



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



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



Legal Proceedings



From time to time, we may become involved in
various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not
presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which
may materially affect us.





15









7. Promissory Notes



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



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



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



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





8. Subsequent events



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











16











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



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





























17













ITEM 2. – MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULT OF OPERATIONS



The Company's discussion and analysis
of its financial condition and results of operations are based upon the Company's consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of revenues, costs and expenses during the reporting periods.
Actual results could differ materially from these estimates.

Forward-Looking Statements



The Company from time to time may make written
or oral "forward-looking statements" including statements contained in this report and in other communications by the
Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995.



These forward-looking statements include statements
of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important
factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause
the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic
and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions
and the ongoing financial crisis affecting the domestic banking system and financial markets, including the impact on the Company's
suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change
on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business
which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available
to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events, or otherwise, except as required by law.



The following discussion and analysis compares
our results of operations for the three months ended March 31, 2015 and 2014. This discussion and analysis should be read in conjunction
with the consolidated financial statements and notes thereto and the Company’s Form 10-K filed with the Securities and Exchange
Commission on April 20, 2015.



Corporate Structure



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

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

18









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

On May 15, 2015, the Company entered into an
agreement with AdMaxOffers.com LLC (“Admax”), a shareholder and beneficial owner of the Company returned 650,000 shares
of common stock of the Company (valued at $422,500 at the time of the transaction) to the Company in exchange for all stock in
OWR and LEF. In doing so, the assets and obligations of OWR, LEF, and OWM are no longer the assets and obligations of the Company.
For financial reporting purposes the financial positions and operations of OWR, OWM and LEF are treated as discontinued operations.



Overview of Current Operations



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



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



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



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



Seasonality



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







19









Results of Operations



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



Discussion of three months ended March
31, 2015 and 2014



Revenues



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



Operating Expenses



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



Operating Profit



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



Other expenses



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



Provision for income taxes



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







20











Loss from discontinued operations



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



|                                    | Three Months Ended |          
|----------------------------------- | ------------------ | ---------
|                                    |                    | March 31,
|                                    |                    | 2015     
|Product sales                       | $                  | 57,500   
|Referral fees                       |                    | 5,875    
|Cost of products sold               |                    | (5,568)  
|Commission expenses                 |                    | (15,464) 
|Selling expense                     |                    | (37,835) 
|General and administrative expenses |                    | (66,898) 
|Interest expense                    |                    | (31,800) 
|Loss from discontinued operations   | $                  | (94,191) 





Net income (loss)



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



Going Concern



From inception (April 12, 2011) through March
31, 2015, we had an accumulated deficit of $17,317,526 and as such there is substantial doubts about the Company’s ability
to continue as a going concern. While we achieved an operating profit for the year ended December 31, 2014 and net income for the
three months ended March 31, 2015 there can be no assurance that we will continue to be profitable. Additionally, management is
in the process of developing an operating plan to continue to grow our business, however, such a plan may require additional capital
financing. The accompanying financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty as a result of
our financial condition at March 31, 2015.



Liquidity and Capital Resources



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



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





21









Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.



Critical Accounting Policies and Estimates



Revenue Recognition: We recognize revenue from
product sales and services once all of the following criteria for revenue recognition have been met: pervasive evidence that an
agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and
collection of the amount due is reasonably assured.



Recent Pronouncements



The Company's management has evaluated all
the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any
of these pronouncements will have a material impact on the Company's financial position and results of operations.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



Not applicable.



ITEM 4T. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Our disclosure controls and procedures, as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information
is accumulated and communicated to management, including the Chief Executive Officer, to allow timely decisions regarding required
disclosures.



Management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, who is also a member of our Board of Directors, have evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on such evaluation, the
Chief Executive Officer concluded that, as of March 31, 2015, our disclosure controls and procedures were not effective. Our disclosure
controls and procedures were not effective because of the "material weaknesses" described below under "Management's
annual report on internal control over financial reporting," which are in the process of being remediated as described below
under "Management Plan to Remediate Material Weaknesses."







22











Management's Report on Internal Control
over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules
promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and affected
by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial
reporting includes those policies and procedures that:



·pertain to the maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of our assets;



·provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with
authorizations of our management and our Board of Directors; and



·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on our financial statements.



Because of its inherent limitations, a system
of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control
system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves
human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk
that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However,
these inherent limitations are known features of the financial reporting process, and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions
or the degree of compliance with the policies or procedures may deteriorate.





Our management assessed the effectiveness of
our internal control over financial reporting as of March 31, 2015. In making its assessment, management used the criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material
weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not
effective as of March 31, 2015.



A "material weakness" is defined
under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there
is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented
or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues
and results, and other internal reviews and evaluations that were completed after the end of fiscal year 2014 related to the preparation
of management's report on internal controls over financial reporting, management concluded that we had material weaknesses in our
control environment and financial reporting process consisting of the following:



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



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



23







We do not believe the material weaknesses described
above caused any meaningful or significant misreporting of our financial condition and results of operations for the three months
ended March 31, 2015. However, management believes that the lack of a functioning audit committee and the lack of a majority of
outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal
controls and procedures, which could result in a material misstatement in our financial statements in future periods.



Management Plan to Remediate Material Weaknesses



Management is pursuing the implementation of
corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses
and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:



We plan to appoint one or more outside directors
to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will
undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are available to us. Additionally, we will create written policies
and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure
requirements.



We believe the remediation measures described
above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We
are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our
financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial
reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate
circumstances not to complete, certain of the remediation measures described above.





Changes in Internal Control over Financial
Reporting



There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.









24















PART II. OTHER INFORMATION



ITEM 1. 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.





ITEM 1A. RISK FACTORS



See Risk Factors set forth in Part I, Item 1A of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2014 and the discussion in Item 1, above, under "Liquidity and
Capital Resources."





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



NONE





ITEM 3. DEFAULTS UPON SENIOR SECURITIES



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





ITEM 4. MINE SAFETY DISCLOSURES.



Not applicable.





ITEM 5. OTHER INFORMATION



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





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ITEM 6. EXHIBITS



|Exhibit Number |  | Ref |  | Description of Document                                                                                                                                                              
|-------------- |  | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           |  |     |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                              
|               |  |     |  |                                                                                                                                                                                      
|32.1           |  |     |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.







































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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, thereunto duly
authorized.



|Date: May 20, 2015 |  | /s/ Barry Hall                                                                              | 
|------------------ |  | ------------------------------------------------------------------------------------------- | 
|                   |  | Name: Barry Hall                                                                            | 
|                   |  | Title: Executive Chairman, Chief Executive Officer and Chief Financial Officer              | 
|                   |  | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | 
|                   |  |                                                                                             | 
|                   |  |                                                                                            
|                   |  |                                                                                            
|                   |  |                                                                                            
|                   |  |                                                                                            
|                   |  |                                                                                            
|                   |  |                                                                                             | 











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