EZJR, Inc.
A Nevada Corporation
2235 E. Flamingo, Suite 114
Las Vegas, NV 89119
Telephone: (702) 631-4251 o Fax: (702) 221-1963
Explanatory Note
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We are filing this correspondence dated December 16, 2009 with CIK
1402453. This correspondence was inadvertently filed under a different
registrant's EDGAR file.
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December 16, 2009
VIA EDGAR TRANSMISSION
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Mail Stop 3030
U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street N.E.
Washington, DC 20549
Attention: Mr. Jay Mumford, Attorney
Re: EZJR, Inc.
Registration Statement on Form 10
Filed October 29, 2009
File No.: 000-53810
Dear Mr. Mumford:
On behalf of EZJR, Inc. (the "Company"), this letter responds to your
November 24, 2009 comment letter, concerning our Registration Statement on
Form 10. A marked copy of our revisions to the Registration Statement is
enclosed for your reference. We respectfully note the Staff's comments,
and for your convenience, each of the comments has been reproduced below,
followed by the Company's response to such comment.
Form 10 Facing Page
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Title of Each Class to be Registered
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1. Please reconcile the par value disclosed here and in exhibit 3.1.
Response: We have reconciled the par value to match our Articles of
Incorporation in Exhibit 3.1 to $0.001.
1
Forward-Looking Statements, page 2
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2. Your statement regarding reasonability appears to conflict with your
statement in the same paragraph that you are expressing no opinion. You
should not include disclosure in your document that you do not believe
is reasonable. Please revise or advise.
Response: We agree that our statement regarding reasonability appears to
conflict with our statement in the same paragraph that we are expressing
no opinion. We have completely eliminated our original forward-looking
statement. Our forward looking statement has been revised.
Business History, page 3
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3. Please clarify how you separated from Eaton. Provide us your analysis
of whether the separation transaction required registration under the
Securities Act.
Response: On November 1, 2006, the record shareholders of Eaton received
one (1) unregistered common share, par value $0.001, of IVPSA Corporation
common stock for every share of Eaton Laboratories common stock owned.
IVPSA was a subsidiary of Eaton Laboratories incorporated on August 14,
2006. All shares issued by the Company were issued under Section 4(2) of
the Securities Act of 1933. The IVPSA Corporation stock dividend was based
on 10,873,750 shares of Eaton common stock that were issued and outstanding
as of the record date. Eaton retained no ownership in IVPSA Corporation
following the spin off. IVPSA made an effort to register the dividend
spin-off, and withdrew its registration on March 20, 2008. Since the
shares were not registered, the shareholders of IVPSA received restricted
unregistered stock in the Company.
4. Please disclose when the company you acquired in 2008 was incorporated.
Response: We added to the disclosure that the original EZJR, Inc., was
incorporated in Nevada on December 30, 2005.
5. Please describe the consideration issued and received in the July 2008
business combination transaction.
Response: We added the disclosure that we purchased all of the outstanding
stock in the original EZJR for $4,000 cash.
2
6. Please provide us your analysis of how the company you acquired in the
July 2008 business combination complied with the Exchange Act rules
regarding proxy statements and information statements in connection with
that transaction.
Response: We respectfully note the Staff's comment. The original EZJR is a
12(g) registered company under the Act. Its original business plan was to
find a merger candidate or business acquisition transaction to take over its
fully reporting requirements. IVPSA merged with EZJR, this was a succession
by merger, and IVPSA acquired all of the assets of EZJR, therefore according
to 12g-3(a), the securities of an issuer that are not already registered
pursuant to section 12 of the Act are issued to the holders of any class of
securities of another issuer that is registered pursuant to either section 12
(b) or (g) of the Act, the class of securities so issued shall be deemed to
be registered under the same paragraph of section 12 of the Act. Further,
under 12g-3(f) an issuer that is deemed to have a class of securities
registered pursuant to section 12 of the Act . . . shall indicate in the Form
8-K report filed with the Commission in connection with the succession,
pursuant to the requirements of Form 8-K. We filed a Form 8-K with the
Commission concerning the succession on July 28, 2008, amended on October 1,
2008. Rule 12g-3(g) requires that we file an annual report for each fiscal
year beginning on or after the date as of which the succession occurred. The
annual reports were filed on schedule.
7. Please disclose the operations of the business of the company you
acquired in July 2008 and the purpose of the July 2008 acquisition.
Response: We disclosed that the business plan of the original EZJR was to
find a merger candidate or business acquisition transaction to take over its
fully reporting requirements. The was the purpose of the acquisition.
8. With a view toward disclosure in appropriate sections of your document,
please tell us about all relationships between you, your affiliates and
the company you acquired in July 2008 and its affiliates. It appears
that the CEO of the company you acquired was identified as a selling
shareholder in your previous registration statement under the
Securities Act.
Response: The CEO of the Company we acquired owned one hundred (100) shares
of IVPSA, out of 10,873,750 issued and outstanding shares. When we purchased
the original EZJR, the CEO of EZJR cancelled all of his shares in EZJR. We
believe he still owns his original one hundred (100) shares of the Company.
We added this disclosure under "Item 7. Certain Relationships and Related
Transactions, and Director Independence."
3
Exclusive Option Agreement, page 4
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9. Given that your current name and the company you acquired both include
the term EZJR, your references merely to EJZR do not make clear which
entity you mean. Please revise here and throughout your document for
clarity.
Response: We agree with the Staff's comment. In order to avoid confusion,
we revised the document and this comment letter to refer to EZJR, as either
the original EZJR and IVPSA Corporation, which is now called EZJR, Inc. as
("we", "us", "our", the "Company" or the "Registrant").
10. Given your disclosure that the option was terminated, it is unclear why
you believe it is appropriate to disclose it as part of your current
business and to use it as a basis throughout this document for your
disclosure regarding your operations. Please advise or revise your
document substantially.
Response: Added disclosure has been added to "Management's Discussion and
Analysis of Financial Condition and Results of Operations" which better
addresses this issue. For added discussion, please see our response to
Comment 18 below.
11. If you continue to develop the product that was the subject of the
terminated option, please provide us your evaluation of any potential
liability that you might have for violations of the intellectual
property of the other parties to the terminated option.
Response: Supplementally, it is our understanding, as stated in the Option
agreement, that the Cleveland Clinic would file national and international
patents for this catheter. The option agreement states that we were
responsible to help defray the cost of the patent applications. If we could
find an engineering firm that could successfully design this catheter on an
economical basis, we would not hold any patents. As disclosed in the
"Management's Discussion and Analysis" section we have been working as a team
for the past two years. Based on the difficulty of this project, the parties
understand that we do not plan to pay for another option renewal until we can
find a viable solution to this problem. At that time, we would renew our
option agreement. Based on our working relationships, and the fact that the
Cleveland Clinic will own the patent on this catheter, we do not foresee any
violations of intellectual property.
4
Existing or Probable Government Regulations, page 6
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12. Please provide a more complete explanation of the Food and Drug
Administration's regulation of your intended business to describe fully
the potential scope of the FDA's statutory and regulatory requirements
for approval of devices. You should describe possible requirements to
submit a pre-market approval application to the FDA for review that is
supported by extensive data, including technical, preclinical, clinical
trials, manufacturing, and labeling to demonstrate to the FDA's
satisfaction the safety and effectiveness of the device.
Response: We re-wrote the section on "Existing or Probable Government
Regulations" to better address your comment.
Include in your disclosure a description of the following regulatory
issues:
o device classification information;
o pre-market approval application requirements and conditions of
approval;
o duration of the process;
o registration and labeling requirements;
o advertising and promotion;
o quality system regulation and manufacturing of the device;
o post-market reporting and record-keeping requirements, including
medical device reporting and reports of corrections or removals;
o import and export requirements; and
o potential sanctions for violations.
Response: We added the additional disclosure to the regulatory issues.
Your disclosure should not require investors to piece together
information from various parts of your document, like here and in
various risk factors, to have a complete understanding of the effect of
government regulation on your proposed business.
Response: We believe our revised disclosure will no longer require the
investors to piece together information in various parts of the document.
5
EZJR Funding Requirements, page 7
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13. Given the disclosure about lack of experience regarding your executive
officer and the apparent lack of a product candidate, please tell us how
you were able to estimate that $500,000 was the appropriate amount.
Response: Supplementally, we asked two medical device contract engineering
firms [Interplex Medical and Hantel] to provide us with a cost proposal to
develop, manufacture and complete the necessary work to bring this catheter
through the FDA approval process. We were quoted approximately $500,000 for
this work. It was these budget proposals that lead us to the disclosure of
our estimated cost to complete this project.
Risk Factors, page 9
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14. We note your disclosure that your officer devotes his time to his family
and other business activities. With a view toward disclosure here and
in other sections of your document as appropriate, please identify for
us each public company in which your officer has had an ownership
interest in the past three years and that has had little or no revenue;
also tell us whether each of those companies involved your other
significant shareholder. It is unclear whether your document includes
all required disclosure regarding your officer's experience and plans
for the registrant.
Response: With a view toward disclosure, we have added a chart to the
Registration Statement that addresses your comment, see Page 25. We have
also provided supplement disclosure concerning the involvement of the two
major shareholders as affiliates of other companies. See response to
comment 24 below for additional disclosure.
15. If the history of your significant shareholders' involvement with public
companies that do not generate substantial revenue suggests that EZJR's
business is likely to change by sale to another operating company,
please provide appropriate risk factors addressing relevant issues like
whether investors would have an opportunity to vote on such a sale.
Response: We have added a risk factor which addresses relevant issues like
whether investors would have an opportunity to vote on such a sale.
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Since EZJR's Officer does not devote his full time...., page 10
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16. Please disclose with specificity Mr. Jesky's other activities that might
conflict with his obligations to the registrant and clarify how each
might conflict with the activities of the registrant.
Response: As disclosed in the document, Mr. Jesky is 62 years old, he is
semi-retired and devotes his time to his family and personal activities. He
is not an officer/director of any other public company. We added to the
disclosure that "If Mr. Jesky began working on other projects it could take
away from the time he currently spends working on our business affairs and
could create a potential conflict of interest. We do not have any employment
agreements Mr. Jesky, which means he is not obligated to continue to work for
the Company and can resign his position whenever he is inclined to do so.
EZJR may not be able to compete with larger medical device companies...
page 12
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17. Please tell us the authority on which you rely for your statement that
you believe that FDA approval can take from 12 to 18 months, and why
your risk factor at the top of page 14 states that you believe the FDA
approval process will take between 10-12 months.
Response: When this disclosure was written, the authority was based on
discussions with outside contract engineering firms who design medical
devices. Since this authority is anecdotal, and cannot be substantiated,
the actual time references have been removed to avoid confusion.
7
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 22
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Overview of Current Operations, page 22
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18. We note from your disclosure on page 15 that the company does not own
any right, title or interest in any patent application for any medical
device. We also note from your disclosure on page 8 that the option
agreement with the Cleveland Clinic terminated in March, 2009. Please
discuss in MD&A your option agreements, the reasons the company has not
renewed the option, whether the option culminated in acquiring a license
agreement and how this affects management's plan of operations to
develop and produce medical devices.
Response: We added disclosure that explains why the Company has not renewed
its option at this time. The explanation includes that "For the past two
years, we has been working with the Cleveland Clinic, Interplex Medical LLC
and Dr. Avitsian, anesthesiologist, the inventor physician. We have been
working as team, and the team recognizes that the design of the catheter we
are trying to develop is very difficult to replicate on an economical basis.
It is a catheter within a catheter. The catheter inside the larger catheter
must make a 180 degree turn without crimping its opening to serve its
purpose. We signed an exclusive option agreement with the Cleveland which
expired in March, 2009. The team recognizes that until we can find a
solution to resolve this inner-catheter dilemma it would not be prudent to
pay for another extension of the Exclusive Option Agreement, for something
that may not materialize. If we could resolve this design issue, we believe
it might be worth paying for another extension. All parties on the team
would like to find an economic solution to this design problem."
19. In this regard, since the company has been unable to find a contract
manufacturer who can handle the technical design of the proposed
catheter, please expand your discussion to include the impact this has
had and will have on management's plan of operations.
Response: We have added disclosure to include the impact on the Company if
we are unable to find a contract manufacturer who can handle the technical
design of the proposed catheter.
Results of Operations for the Year Ended June 30, 2009, page 22
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20. Please quantify the amount of expenses related to the option agreement
and other catheter development costs. We note the disclosure on page 8.
Response: We have quantified the amount of expenses related to the option
agreement and other catheter development costs under the "Results of
Operations."
8
Going Concern, page 23
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21. We note your disclosures on pages 7 and 11. Please disclose the
specific time frame and funding needs for each phase of the development
of your operating activities. This discussion should also address how
long the company can satisfy its expected cash requirements and when
you will have to raise additional capital. The plan of operations
discussion should include specific details of plans to generate
sufficient revenues, financing needs and expected sources of such
financing.
Response: We have completely revised the Going Concern disclosure to
address your comment to the best of our abilities.
22. We note in November, 2007, EZJR signed a purchase order with Interplex
Medical LLC and agreed to pay up to $25,000 for the development of a
working prototype. Please discuss the status of this project, the
balance remaining to be paid and the impact this has had and will have
on the company's liquidity.
Response: We have added the disclosure that "we are up-to-date in paying
Interplex for their services, and we do not owe them any monies. Their bill
has been paid by the officer of the Company, who will not seek reimbursement
for monies spent with Interplex. He has agreed to continue to fund this
project, without seeking reimbursement from the Company, to a point where we
have identified engineers who can design this catheter on an economical
basis. At that point, we will need to seek outside funding to produce and
obtain FDA approval to market the catheter."
Properties, page 23
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23. Please disclose the nature of your facility. For example, is this
office space in a residence? Do you own or rent the property?
Response: We added to the disclosure that "This rented space consists of a
unit within a commercial building that is also used by unrelated businesses."
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Directors and Executive Officers, page 25
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24. With a view toward disclosure in appropriate sections of your document,
please tell us about (1) each of the companies with which either of your
major shareholders is currently affiliated and (2) any company with
which either of your major shareholders was affiliated that was
subsequently involved in a change-in-control transaction. Tell us what
each of your major shareholders or their affiliates received in each of
the transactions. For example, please tell us the consideration paid by
these parties and what they received. Also tell us which of those
companies generated substantial revenue before the change-in-control
transaction. You may limit your response to those companies that were
obligated to file reports under the Exchange Act before the change-in-
control transaction.
Response: In answer to the first part of your comment, our two major
shareholders are currently affiliated with EZJR, Inc. and no other companies
that obligated to file reports under the Exchange Act at this time.
Our two major shareholders founded Eaton Laboratories, Inc. in February,
2000. They personally contributed over $250,000 in this company to produce
a generic pharmaceutical product. A major generic pharmaceutical company
entered the market with this particular generic product in 2006. On March
30, 2007, Eaton Laboratories was acquired Hydrogen Hybrid Technologies, Inc.
The two founders personally spent $6,000 to conduct the due diligence for
acquisition by Hybrid Technologies, Inc. The two major shareholders received
no extra shares or compensation in this dividend spin-off.
On August 14, 2006, Eaton Laboratories formed a subsidiary named IVPSA
Corporation. The Company was managed by one of the major shareholders of
Eaton Laboratories. This Company obtained an Option agreement from the
Cleveland Clinic to develop a medical device. All of the shareholders of
Eaton received a one-for-one dividend share in IVPSA based on their pro-rata
ownership in the Company. The two major shareholders received no extra
shares or compensation in this dividend spin-off.
On March 28, 2007, Eaton Laboratories formed a subsidiary named Basic
Services, Inc. The Company was managed by the other major shareholder of
Eaton Laboratories. The Company was formed to take the intellectual property
acquired by Eaton Laboratories, before it was acquired by Hydrogen Hybrid.
All of the shareholders of Eaton received a one-for-one dividend share in
Basic Services based on their pro-rata ownership in the Company.
10
On October 26, 2007, Basic Services, Inc. was acquired by Adrenalina.
Immediately upon listing of Basic Services, its President sought to raise
monies from Gilford Securities. Gilford Securities indicated that they would
not raise monies for Basic Services, but had a better opportunity for the
Company. The major shareholder flew to Florida to visit the corporate
headquarters of Adrenalina. After visiting and speaking with management of
the corporate headquarters of Adrenalina, he determined the merger was in the
best interest of the shareholders of the Company. The two major shareholders
personally spent $30,000 to Gilford Securities to facilitate this
acquisition. This was disclosed in Basic Services, Inc. Form 8-K dated
October 26, 2007. The two major shareholders received no extra shares or
compensation in this dividend spin-off.
Prior to its acquisition, on July 19, 2007, Basic Services, Inc. formed a
subsidiary named Generic Marketing Services, Inc. All of the shareholders of
Basic Services received a one-for-one dividend share in Generic Marketing
Services based on their pro-rata ownership in Basic Services. The two major
shareholders received no extra shares or compensation in this dividend spin-
off. On October 7, 2008, Generic Marketing Services changed its corporate
name to Total Nutraceutical Solutions. This Company has maintained its
original management and same business plan since inception.
Upon the change of control of Eaton Laboratories, Basic Services, Inc., and
Generic Marketing Services, the two major shareholders ceased to be
affiliates of these companies.
None of these companies generated substantial revenue before the change-in-
control transaction. In all of the above transactions, the two major
shareholders did not receive any cash payments or additional shares of stock
to facilitate the transaction(s). They received no additional consideration.
They received their pro-rata dividend on the same basis as all of the other
shareholders. In two of the transactions above, the two major shareholders
paid an accumulated $36,000 in fees, in which they did not seek
reimbursement. The above transactions benefited all of the shareholders in
the above listed companies.
25. Please reconcile your disclosure regarding a one-year term with Article
III paragraph 1 of exhibit 3.2 filed with this registration statement.
Response: We have reconciled the disclosure regarding term of office for
our director.
Certain Relationships and Related Transactions, page 27
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26. Please clarify how Seale and Beers is a related party such that
disclosure is appropriate in this section of your document.
Response: Seale and Beers is not a related party and there is no reason to
include them in this section of the Registration Statement. This reference
has been removed.
11
27. Please tell us why this section does not describe the related-party
transactions mentioned on page F-10.
Response: We agree with the Staff's comment. The related-party disclosure
in the financial statements should have been included in this section. This
was an innocent oversight on our part, and the financial footnote disclosure
is now included in this section.
Item 9(a) Market Information, page 28
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28. Please clarify your relationship to "Your Event, Inc." and why you
believe it is appropriate to refer to that company's securities trading
in your filing.
Response: We have no relationship with Your Event. This reference has been
removed from the filing, stating the Company is EZJR.
29. Refer to the Form 10-Q that you filed on November 17, 2009. Please tell
us why you represent to the public as you do on the facing page of that
Form 10-Q that, for the past 90 days, you have been subject to the
filing requirements of Section 13 or 15(d) of the Exchange Act. Include
in your response a complete analysis of all authority on which you rely.
Response: The original EZJR and IVPSA merged on July 25, 2008, we became one
entity that took over the reporting requirements of the original EZJR. Since
the original EZJR no longer existed, it was IVPSA's responsibility to take
over the fully reporting requirements of EZJR. Therefore, we have been
subject to filing requirements since July 25, 2008. Further, from an
accounting point of view, our financials reflect us as one entity, as
evidenced by the accounting comment Number 35 below. (See responses to
comments 30-32 below for a more detailed explanation.)
30. Refer to the Form 10-Q filed on November 17, 2009 by the entity that,
according to page 3 of your Form 10, you acquired in 2008. Please tell
us why you appear to represent to the public by such filings that the
entity continues to have operations and outstanding shares. Your
response should provide complete analysis of all authority on which
you rely.
12
Response: The original EZJR is a 12(g) registered company under the Act.
IVPSA merged with EZJR, this was a succession by merger, and IVPSA acquired
all of the assets of EZJR, therefore according to 12g-3(a), the securities of
an issuer that are not already registered pursuant to section 12 of the Act
are issued to the holders of any class of securities of another issuer that
is registered pursuant to either section 12 (b) or (g) of the Act, the class
of securities so issued shall be deemed to be registered under the same
paragraph of section 12 of the Act. Further, under 12g-3(f) an issuer that
is deemed to have a class of securities registered pursuant to section 12 of
the Act . . . shall indicate in the Form 8-K report filed with the Commission
in connection with the succession, pursuant to the requirements of Form 8-K.
We filed a Form 8-K with the Commission concerning the succession on July 28,
2008, amended on October 1, 2008. Rule 12g-3(g) requires that we file an
annual report for each fiscal year beginning on or after the date as of which
the succession occurred. The annual reports have been filed in a timely
manner.
31. If your responses to the comments above assert that you are relying on
Rule 12g-3, please ensure that your response addresses clearly how you
satisfy each element of that rule, including the requirements in that
rule that the transaction involve the issuance of securities of an
issuer that are not registered pursuant to section 12 of the
Exchange Act
Response: We respectfully note the Staff's comment. When the original EZJR
and IVPSA merged, under Nevada law, the two companies became one entity.
When IVPSA and EZJR filed Articles of Merger with the Nevada Secretary of
State, the two companies became the same business entity. IVPSA was the
surviving entity and the registration of EZJR remained. As a single entity,
with IVPSA surviving, and the original EZJR no longer in existence, IVPSA was
required to maintain the fully reporting requirements of the original EZJR.
32. Refer to your statement that you have been "cleared for trading" on the
OTC Bulletin Board. Please demonstrate to us that you are eligible to
have the price of your securities quoted on the OTC Bulletin Board,
particularly given that this registration statement is not effective and
all of our comments on your filings have not been resolved. Also tell
us what you or your agents have told OTC Bulletin Board officials
regarding your Exchange Act reporting status, outstanding comments, and
the reason for and status of your current registration statement on Form
10. Include in your response the name and contact information for the
OTC Bulletin Board officials with whom you or your agents have
communicated regarding these matters.
Response: On July 25, 2008, EZJR, Inc., a fully reporting Company, without
outstanding SEC comments and IVPSA Corporation, entered into to an
Acquisition Agreement and Plan of Merger, whereby IVPSA Corporation purchased
EZJR, Inc. Pursuant to Nevada Statutes, the Company filed Articles of Merger
with the Nevada Secretary of State, whereby EZJR collapsed into IVPSA
Corporation. (See Exhibit 3.3 filed with the Form 10-K for fiscal year ended
June 30, 2008.) In the Articles of Merger, IVPSA Corporation became the
successor company.
13
IVPSA purchased 100% of EZJR. The Articles of Merger made both companies the
same entity. THEREFORE, THE COMPANY WAS REQUIRED TO TAKE OVER THE REPORTING
REQUIREMENTS OF THE ORIGINAL EZJR. In fact, the business plan of the
original EZJR was to find a merger candidate or business acquisition
transaction to take over its fully reporting requirements.
Since EZJR and IVPSA became one entity, the Company became fully reporting,
it had a registration statement that was effective without any outstanding
SEC comments. In order to maintain our status as a fully reporting company,
we have been reporting our financial information, in a timely manner through
SEC file number 0-51861. When we were asked by the Staff of the Office of
Corporate Finance to file a separate Form 10, prior to the filing of the Form
10, we discussed with the Staff our plans to maintain our fully reporting
requirements through SEC file number 0-51861. This was further shared with
the Staff in our October 29, 2009 correspondence filed on EDGAR. We plan to
terminate the original EZJR filing requirements once our Form 10 becomes
effective without deficiencies.
Therefore, to address your comment, we believe we have maintained our
reporting requirements, based on the fact that the original EZJR and IVPSA
are one entity, that reports its filings through SEC file number 0-51861.
Item 14. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
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33. We note that you previously used Moore & Associates, Chartered as your
auditors. Please either provide the information required by Item 14 of
Form 10 or tell us why the disclosure is not required.
Response: We have revised the Registration Statement to provide the
information required by Item 14.
Financial Statements, page F-1
------------------------------
34. Please update the financial statements as required by Rule 8-08 of
Regulation S-X.
Response: We have updated our Form 10 to reflect the financial statements
as required by Rule 8-08 of Regulation S-X.
35. On page 3, you discuss the merger between EZJR, Inc. and IVPSA
Corporation. Please provide disclosure in the financial statements
consistent with section 805-10-50 of the FASB Accounting Standards
Codification (or FASB ASC) (formerly paragraphs 67 -73 of SFAS 141R).
Please also tell us how you analyzed the accounting literature in
determining the appropriate accounting.
14
Response: The acquisition of EZJR, Inc. by IVPSA did not have any impact
on the Company's financial position, results of operations or cash flows.
EZJR, Inc. did not have any assets, liabilities at the time of acquisition,
as documented in its historical financial statements. We added this
disclosure under Financial Footnote 1, entitled "General Organization and
Business."
36. We note that you previously filed audited financial statements as of
June 30, 2008 and for the year then ended and the period from inception
to June 30, 2008 in a Form 10-K for the fiscal year ended June 30, 2008,
CIK #1350071. Please reconcile the financial statements shown in your
Form 10 to those financial statements, including your June 30, 2008
balance sheet, and your statements of operations and cash flows for the
year ended June 30, 2008, and the activity shown in your statements of
stockholders' deficit for the period from inception through June 30,
2008.
Response: It was our former auditor who prepared the previously filed
audited financial statement. As stated in our filings, the Public Company
Accounting Oversight Board ("PCAOB") revoked the registration of our former
auditor because of violations of PCAOB rules and auditing standards in
auditing the financial statements, PCAOB rules and quality controls
standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder. When we hired our new auditor, they audited all of our
financial statements since our inception. The SEC made it clear to us in
their correspondence dated August 28, 2009 that we cannot use the former
auditor's audit reports in any of our filings dated after August 27, 2009.
Therefore, based on this special situation, it would not make sense to
reconcile the financial statements form our former auditor.
Report of Independent Registered Public Accounts Firm, page F-1
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37. We note the auditor's report is signed using a variation of the name of
the firm as it is registered with the Public Company Accounting
Oversight Board. Please have your auditors sign their audit report
utilizing the same name as is registered with the PCAOB.
Response: We have informed our auditor to sign their audit report utilizing
the same name as they are registered with the PCAOB.
Balance Sheet, page F-2
-----------------------
38. Please tell us the nature of your funds in escrow account.
Response: During the fiscal year ending June 30, 2008, as stated in the
Company's financial statements, our sole officer contributed funds to keep
Company operational. These funds were placed in the Company's corporate
counsel's client trust account, so that we would have an accurate accounting
of corporate expenses paid
15
Statements of operations, page F-3
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39. Please tell us and disclose in summary form the terms of your option
agreement and how you accounted for that agreement.
Response: We added disclosure in summary form as to the terms of the
option agreement as Footnote 6.
Statements of Shareholder's Equity, page F-4
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40. Please tell us and disclose the nature of the transactions and
consideration received and the source of the capital contributions in
each period. If the contributions were not cash, please disclose how
you valued those contributions.
Response: We added additional disclosure that the source of the capital
contributions was cash. The funds were used to pay audit fees, the option
agreement with the Cleveland Clinic and engineering fees.
Note 2. Summary of Significant Accounting Practices, page F-7
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41. Please tell us and disclose how you account for research and
development.
Response: As disclosed in the Form 10, we contracted the services of
Interplex Medical LLC to help us solve an engineering problem in designing a
specialty catheter. The research and development costs we incurred were
charged as expenses as the future economic benefits are uncertain.
Revenue Recognition, page F-8
-----------------------------
42. We note that the company has never had any revenues nor does the company
have any revenue arrangements with customers. Since your accounting
policy should be based on the specific facts and circumstances of your
revenue arrangements, please tell us why you include a revenue
recognition policy and how you determined this policy.
Response: We have expanded our disclosure with regards to our revenue
recognition policy. Although we have not generated any revenues, we believed
we needed a revenue recognition policy in place.
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Note 6. Provision for Income Taxes, page F-10
---------------------------------------------
43. Please provide all of the disclosures required by section 740-10-50 of
the FASB Accounting Standards Codification (or FASB ASC).
Response: We believe we have now provided all of the required disclosures.
Note 8. Recent Accounting Pronouncements, page F-11
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44. We note that at June 30, 2009 certain pronouncements have already been
adopted by the company. Please update your disclosures regarding the
impact of the adoption.
Response: We have updated our disclosures regarding the impact of the
adoption of the pronouncements.
Exhibit 3.2
-----------
45. Please file your complete bylaws. For example, it appears that words are
missing from the first sentence of Article II paragraph 7 of this
exhibit.
Response: We have provided the missing words in the first sentence of
Article II, paragraph 7 and filed complete bylaws with the amended
Registration Statement.
Exhibit 23.1
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46. Please include a currently dated consent from your independent
accountant prior to requesting effectiveness.
Response: We have included a currently dated consent letter with this
Amended Form 10/A.
We want to thank you for your assistance in our compliance with the
applicable disclosure requirements. We hope our response satisfactorily
addresses your comments.
Respectfully submitted,
EZJR, Inc.
By: /s/ T J Jesky
---------------------------------
T J Jesky
Chief Executive Officer
cc: Thomas C. Cook, Esq.
Corporate Counsel
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