UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Her Imports
(formerly known as EZJR, Inc.)
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
42703T 108
(CUSIP Number)
September 26, 2017
(Date of Event Which Requires Filing of this Statement)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 42703T 108 |
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Mark DeStefano | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
| |||||
3 |
SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | ||||
6 |
SHARED VOTING POWER
743,625 | |||||
7 |
SOLE DISPOSITIVE POWER
0 | |||||
8 |
SHARED DISPOSITIVE POWER
743,625 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,625 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.98% | |||||
12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
Page 2 of 8
CUSIP No. 42703T 108 |
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
MQ LLP | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
| |||||
3 |
SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
250,000 | ||||
6 |
SHARED VOTING POWER
250,000 | |||||
7 |
SOLE DISPOSITIVE POWER
| |||||
8 |
SHARED DISPOSITIVE POWER
250,000 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% | |||||
12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
Page 3 of 8
CUSIP No. 42703T 108 |
1 |
NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
T. J. Jesky | |||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
| |||||
3 |
SEC USE ONLY
| |||||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | ||||
6 |
SHARED VOTING POWER
743,625 | |||||
7 |
SOLE DISPOSITIVE POWER
0 | |||||
8 |
SHARED DISPOSITIVE POWER
743,625 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,625 | |||||
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
| |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.98% | |||||
12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
Page 4 of 8
CUSIP No. 42703T 108 |
Preamble
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Her Imports (the “Issuer”), and amends the Schedule 13D originally filed by Mark DeStefano, MQ LLP and T. J. Jesky (collectively, the “Reporting Person(s)”) with the U. S. Securities and Exchange Commission (the “SEC”) on March 14, 2016.
This Schedule 13D is being amended for the following reasons: 1) to update the corporate name change from EZJR, Inc. to Her Imports that took place on or about January 10, 2017; 2) to reflect share ownership after a two-for-one reverse stock spilt that took place on January 31, 2017; and 3) to provide Notice of Dissolution of Group (see Exhibit 99.1).
Item 1. | (a) | Name of Issuer | ||
Her Imports (formerly known as EZJR, Inc.) | ||||
(b) | Address of Issuer’s Principal Executive Offices | |||
8250 W. Charleston Blvd. | ||||
Suite 110 | ||||
Las Vegas, NV 89117 | ||||
Item 2. | (a) | Name of Person(s) Filing | ||
Mark DeStefano | ||||
MQ LLP | ||||
T. J. Jesky | ||||
(b) | Address of Principal Business Office, or if none, Residence: | |||
The address of the principal business office of the reporting persons is: | ||||
8250 W. Charleston Blvd., Suite 120 | ||||
Las Vegas, NV 89117 | ||||
(c) | Citizenship: | |||
Mark DeStefano and T. J. Jesky are citizens of the U.S.A. The place of organization of MQ LLP is Nevada. | ||||
(d) | Title of Class of Securities | |||
Common stock, par value $0.001 per share | ||||
(e) | CUSIP Number | |||
42703T 108 |
Page 5 of 8
CUSIP No. 42703T 108
| |||||||
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||||||
Not applicable. | |||||||
Item 4. | Ownership. | ||||||
(a) | Amount beneficially owned: | ||||||
Mark DeStefano, 743,625 shares | |||||||
MQ LLP, 250,000 shares | |||||||
T. J. Jesky, 743,625 shares | |||||||
Each of the Reporting Persons, Messrs. DeStefano, Jesky and MQ LLP disclaims beneficial ownership of all shares of common stock of the Issuer included in this report, and the filing of this Schedule 13G shall not be construed as an admission that any of Messrs. DeStefano, Jesky and MQ LLP is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |||||||
(b) | Percent of Class: | ||||||
Mark DeStefano 2.98% | |||||||
MQ LLP 1.00% | |||||||
T. J. Jesky 2.98% | |||||||
Percentages based on 24,899,788 outstanding shares of the Issuer’s common stock as of August 11, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2017. | |||||||
(c) | Number of shares as to which the person has: | ||||||
(i) Sole power to vote or to direct the vote: 0 for all Reporting Persons | |||||||
(ii) Shared power to vote or to direct the vote: | |||||||
Mark DeStefano, 743,625 shares | |||||||
MQ LLP, 250,000 shares | |||||||
T. J. Jesky, 743,625 shares | |||||||
(iii) Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons | |||||||
(iv) Shared power to dispose or to direct the disposition of: | |||||||
Mark DeStefano, 743,625 shares | |||||||
MQ LLP, 250,000 shares | |||||||
T. J. Jesky, 743,625 shares | |||||||
Page 6 of 8
CUSIP No. 42703T 108 | ||
Item 5. | Ownership of Five Percent or Less of a Class. | |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X] | ||
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. | |
Not applicable. | ||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
Not applicable. | ||
Item 8. | Identification and Classification of Members of the Group. | |
Not applicable. | ||
Item 9. | Notice of Dissolution of Group | |
See Exhibit 99.1 entitled, “Notice of Dissolution of Group.” |
Item 10. | Certification. | |||
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 26, 2017
By: |
/s/ Mark DeStefano | |
Mark DeStefano | ||
Shareholder | ||
MQ LLP | ||
By: |
/s/ Mark DeStefano | |
Mark DeStefano | ||
Managing Member | ||
By: |
/s/ T. J. Jesky | |
T. J. Jesky | ||
Shareholder | ||
Page 7 of 8
CUSIP No. 42703T 108 |
Exhibit Description
99.1 | Notice of Dissolution of Group | |
99.2 | Joint Filing Agreement |
Page 8 of 8
CUSIP No. 42703T 108 |
EXHIBIT 99.1
Notice of Dissolution of Group
This Exhibit serves as Notice of Dissolution of the Group of Messrs. DeStefano, Jesky and MQ LLP, effective September 26, 2017. All further filings with respect to transactions in the security of Her Imports will be filed, if required by the members of the group, in their individual capacity.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of September 26, 2017
By: |
/s/ Mark DeStefano | ||
Mark DeStefano | |||
Shareholder | |||
MQ LLP | |||
By: |
/s/ Mark DeStefano | ||
Mark DeStefano | |||
Managing Member | |||
By: |
/s/ T. J. Jesky | ||
T. J. Jesky | |||
Shareholder |
CUSIP No. 42703T 108 |
EXHIBIT 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share of Her Imports, and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of September 26, 2017
By: |
/s/ Mark DeStefano | ||
Mark DeStefano | |||
Shareholder | |||
MQ LLP | |||
By: |
/s/ Mark DeStefano | ||
Mark DeStefano | |||
Managing Member | |||
By: |
/s/ T. J. Jesky | ||
T. J. Jesky | |||
Shareholder |