UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM 10-Q
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
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 0-53810
EZJR, INC.
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(Exact name of registrant as specified in its charter)
Nevada 20-0667864
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2235 E. Flamingo, Suite 114, Las Vegas, NV 89119
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (702) 631-4251
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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller Reporting Company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |_| No |X|
As of September 17, 2010, the registrant had outstanding 10,873,750 shares of
its $0.001 par value Common Stock.
Explanatory Note
----------------
We are filing this Amendment No. 1 on Form 10-Q/A for the quarter ended
September 30, 2009 to amend our Form 10-Q originally filed with the U. S.
Securities and Exchange Commission on November 17, 2009. We are filing this
amendment for the purpose of providing corrected information concerning
our Controls and Procedures under Item 4.
Unless otherwise expressly stated, this Amendment No. 1 does not reflect events
occurring after the filing of the original Form 10-Q, or modify or update in
any way disclosures contained in the original Form 10-Q.
Table of Contents
EZJR, Inc.
Index to Form 10-Q
For the Quarterly Period Ended September 30, 2009
Part I. Financial Information
Page
Item 1. Financial Statements
Balance Sheets as of September 30, 2009 and June 30, 2009 3
Statements of Operations for the three months
ended September 30, 2009 and 2008 4
Statements of Cash Flows for the three months
ended September 30, 2009 and 2008 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Item 4. Controls and Procedures 18
Part II Other Information
Item 1. Legal Proceedings 21
Item 1A. Risk Factors 21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 5. Other Information 21
Item 6. Exhibits 22
Signatures 23
2
Part I. Financial Information
Item 1. Financial Statements
EZJR, Inc.
(A Development Stage Company)
Condensed Balance Sheets
September 30,
2009 June 30,
(Unaudited) 2009
----------- -------------
ASSETS
Current assets:
Funds in escrow $ - $ -
Prepaid expenses $ 500 $ 3,500
----------- -------------
Total current assets 500 3,500
------------ -------------
TOTAL ASSETS $ 500 $ 3,500
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,480 $ 1,480
Accrued expense 1,000 2,500
------------ -------------
Total liabilities 2,480 3,980
------------ -------------
Stockholders' equity:
Preferred stock, $0.001 par value,
5,000,000 shares authorized,
none issued - -
Common stock, $0.001 par value, 70,000,000
shares authorized, 10,873,750 shares and
and 10,873,750 issued and outstanding
as of 6/30/09 and 6/30/08 respectively 10,873 10,873
Additional paid-in capital 67,028 67,028
(Deficit) accumulated during development
stage (79,881) (78,381)
------------ -------------
Total stockholders' equity (1,980) (480)
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 500 $ 3,500
============ =============
The accompanying notes are an integral part of these financial statements.
3
EZJR, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
August 14,
For the three months 2006
ended September 30, (inception) to
------------------------ September 30,
2009 2008 2009
----------- ----------- --------------
REVENUE $ - $ - $ -
EXPENSES:
Audit fees 1,500 - 8,500
Incorporating fees - - 430
Option contract - - 46,000
Professional fees - 50 7,914
Research & Development - - 17,037
----------- ----------- --------------
Total expenses 1,500 50 78,381
----------- ----------- --------------
Net (loss) before income
taxes (1,500) (50) (79,881)
Income tax expense - - -
----------- ----------- --------------
NET (LOSS) $ (1,500) $ (50) $ (79,881)
=========== =========== ==============
NET (LOSS) PER COMMON
SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,873,750 10,873,750
=========== ===========
The accompanying notes are an integral part of these financial statements.
4
EZJR, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
August 14,
For the three months 2006
ended September 30, (inception) to
------------------------ September 30,
2009 2008 2009
----------- ----------- --------------
OPERATING ACTIVITIES:
Net (loss) $ (1,500) $ (50) $ (79,881)
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
(Increase) Decrease in
prepaid expense 3,000 - (500)
(Decrease) increase in accounts
payable - (1,450) 1,480
Increase (Decrease) in
accrued expense (1,500) - 1,000
----------- ----------- --------------
Net cash (used) by operating
activities - (1,500) (77,901)
----------- ----------- --------------
FINANCING ACTIVITIES:
Contributed capital - 1,500 77,901
----------- ----------- --------------
Net cash provided by financing
activities - 1,500 77,901
----------- ----------- --------------
NET INCREASE (DECREASE) IN CASH - - -
CASH AND EQUIVALENTS - BEGINNING - 7,500 -
----------- ----------- --------------
CASH AND EQUIVALENTS - ENDING $ - $ 7,500 $ -
=========== =========== ==============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
=========== =========== ==============
Income taxes paid $ - $ - $ -
=========== =========== ==============
Non-cash transactions $ - $ - $ -
=========== =========== ==============
The accompanying notes are an integral part of these financial statements.
5
EZJR, Inc.
(a Development Stage Company)
Condensed Notes
September 30, 2009
(Unaudited)
Note 1 - Basis of Presentation
The interim financial statements included herein, presented in accordance
with United States generally accepted accounting principles and stated in US
dollars, have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.
These condensed financial statements reflect all adjustments, consisting of
normal recurring adjustments, which, in the opinion of management, are
necessary for fair presentation of the information contained therein. It is
suggested that these interim financial statements be read in conjunction with
the financial statements of the Company for the period ended June 30, 2009 and
notes thereto included in the Company's 10-K annual statement. The Company
follows the same accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Note 2 - Going concern
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. As at September 30, 2009,
the Company has not recognized revenue to date and has accumulated operating
losses of approximately $79,881 since inception. The Company's ability to
continue as a going concern is contingent upon the successful completion of
additional financing arrangements and its ability to achieve and maintain
profitable operations. While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such activity will
generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
6
EZJR, Inc.
(a Development Stage Company)
Condensed Notes
September 30, 2009
(Unaudited)
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the
resolution of such conflicts.
Note 4 - Recent Pronouncements
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of
Financial Assets-an amendment of FASB Statement No. 140" ("SFAS 166"). The
provisions of SFAS 166, in part, amend the derecognition guidance in FASB
Statement No. 140, eliminate the exemption from consolidation for qualifying
special-purpose entities and require additional disclosures. SFAS 166 is
effective for financial asset transfers occurring after the beginning of an
entity's first fiscal year that begins after November 15, 2009. The Company
does not expect the provisions of SFAS 166 to have a material effect on the
financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB
Interpretation No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation
guidance applicable to variable interest entities. The revisions of SFAS 167
significantly affect the overall consolidation analysis under FASB
Interpretation No. 46(R). SFAS 167 is effective as of the beginning of the
first fiscal year that begins after November 15, 2009. SFAS 167 will be
effective for the Company beginning in 2010. The Company does not expect the
provisions of SFAS 167 to have a material effect on the financial position,
results of operations or cash flows of the Company.
7
EZJR, Inc.
(a Development Stage Company)
Condensed Notes
September 30, 2009
(Unaudited)
Note 4 - Recent Pronouncements (Continued)
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles -
a replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168
the "FASB Accounting Standards Codification" ("Codification") will become the
source of authoritative U. S. GAAP to be applied by nongovernmental entities.
Rules and interpretive releases of the Securities and Exchange Commission
("SEC") under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification will supersede
all then-existing non-SEC accounting and reporting standards. All other
non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for
the Company's interim quarterly period beginning July 1, 2009. The Company
does not expect the adoption of SFAS No. 168 to have an impact on the
financial statements.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff
Accounting Bulletin Series in order to make the relevant interpretive
guidance consistent with current authoritative accounting and auditing
guidance and Securities and Exchange Commission rules and regulations.
Specifically, the staff is updating the Series in order to bring existing
guidance into conformity with recent pronouncements by the Financial
Accounting Standards Board, namely, Statement of Financial Accounting
Standards No. 141 (revised 2007), Business Combinations, and Statement of
Financial Accounting Standards No. 160, Non-controlling Interests in
Consolidated Financial Statements. The statements in staff accounting
bulletins are not rules or interpretations of the Commission, nor are they
published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
8
EZJR, Inc.
(a Development Stage Company)
Condensed Notes
September 30, 2009
(Unaudited)
Note 4 - Recent Pronouncements (Continued)
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. This FSP also amends APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial information
at interim reporting periods. This FSP shall be effective for interim
reporting periods ending after June 15, 2009. The Company does not have any
fair value of financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities
in the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting
periods ending after June 15, 2009. The Company currently does not have any
financial assets that are other-than-temporarily impaired.
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, to address some of the application issues under SFAS 141(R).
The FSP deals with the initial recognition and measurement of an asset
acquired or a liability assumed in a business combination that arises from a
contingency provided the asset or liability's fair value on the date of
acquisition can be determined. When the fair value can-not be determined, the
FSP requires using the guidance under SFAS No. 5, Accounting for
Contingencies, and FASB Interpretation (FIN) No. 14, Reasonable Estimation of
the Amount of a Loss. This FSP was effective for assets or liabilities
arising from contingencies in business combinations for which the acquisition
date is on or after January 1, 2009. The adoption of this FSP has not had a
material impact on our financial position, results of operations, or cash
flows during the six months ended June 30, 2009.
9
EZJR, Inc.
(a Development Stage Company)
Condensed Notes
September 30, 2009
(Unaudited)
Note 4 - Recent Pronouncements (Continued)
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly"
("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are
not orderly. Additionally, entities are required to disclose in interim and
annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending after
June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4
will have a material impact on its financial condition or results of
operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair
Value of a Financial Asset When the Market for That Asset is Not Active,"
("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that
is not active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The adoption of
FSP FAS 157-3 had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only
FSP improves the transparency of transfers of financial assets and an
enterprise's involvement with variable interest entities, including
qualifying special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP effective
January 1, 2009. The adoption of the FSP had no impact on the Company's
results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers'
Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1").
FSP FAS 132(R)-1 requires additional fair value disclosures about employers'
pension and postretirement benefit plan assets consistent with guidance
contained in SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair
value of each major category of plan assets and information about the inputs
and valuation techniques used to develop the fair value measurements of plan
assets. This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have
a material impact on its financial condition or results of operation.
10
EZJR, Inc.
(a Development Stage Company)
Condensed Notes
September 30, 2009
(Unaudited)
Note 4 - Recent Pronouncements (Continued)
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," and FASB Interpretation 46 (revised December 2003),
"Consolidation of Variable Interest Entities - an interpretation of ARB
No. 51," as well as other modifications. While the proposed revised
pronouncements have not been finalized and the proposals are subject to
further public comment, the Company anticipates the changes will not have a
significant impact on the Company's financial statements. The changes would
be effective March 1, 2010, on a prospective basis.
11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Information
The Company may from time to time 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 and foreign 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.
Critical Accounting Policies
- ----------------------------
There have been no material changes to our critical accounting policies and
estimates from the information provided in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", included in our
Annual Report on Form 10-K for the fiscal year ended June 30, 2009.
12
Results of Operations
- ---------------------
Overview of Current Operations
- ------------------------------
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, under
the corporate name IVPSA Corporation. The Company subsequently changed its
corporate name to EZJR, Inc. on July 25, 2008.
EZJR, Inc. is a developmental medical device company which plans to
produce medical devices, utilizing the services contract manufacturing
facilities. EZJR does not have the resources to conduct any required
clinical trials to obtain FDA approval. Therefore, EZJR plans to outsource
this task to third parties who have the facilities to conduct any required
clinical trials. EZJR also plans to subcontract the manufacturing and
production process of any future medical device to a FDA approved contract
manufacturing facility which can produce sterile medical devices under Good
Manufacturing Practices. The company plans to distribute its product(s) into
the marketplace through medical supply wholesalers, hospitals and health
maintenance organizations.
Competition
- -----------
The medical device industry is highly competitive. Factors contributing to
the industry's increasingly competitive market include regulatory changes,
product substitution, technological advances, and the entrance of new
competitors.
Most all of EZJR 's competitors have significantly greater financial,
marketing, other resources, and larger customer bases than EZJR has and are
more financially leveraged. As a result, these competitors may be able to
adapt changes in customer requirements more quickly; introduce new and more
innovative products more quickly; better adapt to downturns in the economy or
other decreases in sales; better withstand pressure for cancelled services,
take advantage of acquisition and other opportunities more readily; devote
greater resources to the marketing and sale of their products; and adapt more
aggressive pricing policies. All of which may contribute to intensifying
competition and may affect EZJR 's future revenue growth.
13
EZJR Funding Requirements
- -------------------------
EZJR does not have the required capital or funding to complete this initial
project. Management anticipates EZJR will require at least $500,000 to
complete to perform the required FDA studies and produce inventory. The
Company has yet to source this funding.
Management continues to seek different funding sources in order to advance
its business plan. The downturn in the economy has limited our sources of
financing. Management continues to seek financing with no success. If the
Company is unable to obtain capital to finance its plan of operations or
identify alternative capital, EZJR may need to curtail, limit or cease its
existing operations.
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
Results of Operations for the year ended September 30, 2009
- -----------------------------------------------------------
We earned no revenues since our inception on August 14, 2006 through
September 30, 2009. We do not anticipate earning any significant revenues
until such time as we can bring to the market a medical device product. We
are presently in the development stage of our business and we can provide no
assurance that we will be successful in developing any medical device products.
For the period inception through September 30, 2009, we generated no income.
Since our inception on August 14, 2006 we experienced a net loss of $(79,881).
Our loss was attributed to organizational expenses, entering into a exclusive
option agreement for a medical device and development costs to build a medical
device. We anticipate our operating expenses will increase as we enhance our
operations. The increase will be attributed to professional fees to be
incurred in connection with maintaining our fully reporting requirements with
the U. S. Securities and Exchange Commission, and with added medical device
development costs.
For the three months ending September 30, 2009, we experienced a net loss of
$(1,500) as compared to a net loss of $(50) for the same period last year.
The net loss for the three months ending September 30, 2009 was contributed
to audit expenses of $1,500. We have no cash at hand as of September 30,
2009. In our June 30, 2009 year-end financials, our auditor issued an
opinion that our financial condition raises substantial doubt about the
Company's ability to continue as a going concern.
14
Revenues
- --------
We generated no revenues for the period from August 14, 2006 (inception)
through September 30, 2009. We do not anticipate generating any revenues
for at least 24 months or until we can bring to market a viable medical device.
Going Concern
- -------------
Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional
note disclosures describing the circumstances that lead to this disclosure by
our independent auditors.
Summary of any product research and development that we will perform for the
term of our plan of operation.
- -----------------------------------------------------------------------------
Our progress in product research and development is contingent upon
developing a central line catheter prototype. This needs to be a working
prototype that can be readily duplicated by a contract manufacturer at a
reasonable price. EZJR has yet to find a contract manufacturer who can build
a working prototype of this catheter. In November, 2007, EZJR signed a
purchase order with Interplex Medical LLC of Midford, OH, to help the Company
develop this working prototype. The terms of the purchase order require that
EZJR pays up to $25,000 for the development of a prototype catheter. Their
engineers were unable to successfully build this prototype. If a working
prototype cannot be built, there would be no reason to proceed in attempting
to bring this medical device to the market.
The difficulty in building a double catheterization prototype of this catheter
rests in its design. It is a catheter within a catheter. The catheter inside
the larger catheter must make a 180 degree turn without crimping its opening
to server its purpose. In other words, blood must be able to pass within the
inner catheter without any blockage, after the inner catheter has made a 180
turn. We have been unable to produce a working catheter which successfully
meets these design specifications.
Expected purchase or sale of plant and significant equipment.
- -------------------------------------------------------------
We do not anticipate the purchase or sale of any plant or significant
equipment; as such items are not required by us at this time.
15
Significant changes in the number of employees.
- -----------------------------------------------
As of September 30, 2009, we did not have any employees. We are dependent
upon our sole officer and a director for our future business development.
As our operations expand we anticipate the need to hire additional employees,
consultants and professionals; however, the exact number is not quantifiable
at this time.
Liquidity and Capital Resources
- -------------------------------
Our balance sheet as of September 30, 2009 reflects prepaid assets of $500 and
liabilities of $2,480. Cash and cash equivalents from inception to date have
been sufficient to provide the operating capital necessary to operate to date.
A critical component of our operating plan impacting our continued existence
is the ability to obtain additional capital through additional equity and/or
debt financing. We do not anticipate generating sufficient positive internal
operating cash flow until such time as we can deliver our product to market,
complete additional financial service company acquisitions and generate
substantial revenues, which may take the next few years to fully realize.
We anticipate we will require additional capital up to approximately $500,000
and we would have to issue debt or equity or enter into a strategic
arrangement with a third party. We have been trying without success to raise
capital. In the event we cannot obtain the necessary capital to pursue our
strategic plan, we may have to cease or significantly curtail our operations.
This would materially impact our ability to continue operations.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations. These
limitations have adversely affected the Company's ability to obtain certain
projects and pursue additional business. Without realization of additional
capital, it would be unlikely for the Company to continue as a going concern.
In order for the Company to remain a Going Concern it will need to find
additional capital. Additional working capital may be sought through
additional debt or equity private placements, additional notes payable to
banks or related parties (officers, directors or stockholders), or from other
available funding sources at market rates of interest, or a combination of
these. The ability to raise necessary financing will depend on many factors,
including the nature and prospects of any business to be acquired and the
economic and market conditions prevailing at the time financing is sought.
No assurances can be given that any necessary financing can be obtained on
terms favorable to the Company, or at all.
Our sole officer/director has agreed to donate funds to the operations of the
Company, in order to keep it fully reporting for the next twelve (12) months,
without seeking reimbursement for funds donated.
As a result of the Company's current limited available cash, no officer or
director received compensation through the quarter ended September 30, 2009.
The Company has no employment agreements in place with its officers.
16
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 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 reasonable assured.
New Accounting Standards
- ------------------------
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements". This statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the de-consolidation of a subsidiary. It clarifies
that a non-controlling interest in a subsidiary is equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods beginning after December 15, 2008. The adoption of SFAS 160 is not
expected to have a material impact on the Company's financial position,
results of operation or cash flows.
As of January 1, 2008 we adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS No. 159"). SFAS No. 159
allows the company to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which
the fair value option has been elected are reported in earnings. The adoption
of SFAS 159 has not had a material impact on our financial position, results
of operation or cash flows.
As of January 1, 2008 we adopted SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 defines fair value and provides guidance for
measuring and disclosing fair value. The adoption of SFAS 157 has not had a
material impact on our financial position, results of operation or cash flows.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
17
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 and
the Chief Financial 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 the sole member of our Board of
Directors, has evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based
on such evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that, 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
report on internal control over financial reporting," which are in the
process of being remediated as described below under "Management Plan to
Remediate Material Weaknesses."
Management's Report on Internal Control over Financial Reporting
- ----------------------------------------------------------------
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting, as defined in rules promulgated under the Exchange Act, is a
process designed by, or under the supervision of, our Chief Executive Officer
and Chief Financial 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:
o pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets;
o 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
o 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
18
Because of its inherent limitations, a system of internal control over
financial reporting can provide only reasonable, not absolute, assurance
that the objectives of the control system are met and may not prevent or
detect misstatements. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are
known features of the financial reporting process, and it is possible to
design into the process safeguards to reduce, though not eliminate, this
risk. Further, over time control may become inadequate because of changes in
conditions or the degree of compliance with the policies or procedures may
deteriorate.
Our management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2009. In making its assessment,
management used the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO"). Based on its assessment, management has
concluded that we had certain control deficiencies described below that
constituted material weaknesses in our internal controls over financial
reporting. As a result, our internal control over financial reporting was
not effective as of June 30, 2009.
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
quarter related to the preparation of management's report on internal
controls over financial reporting required for this quarterly report on
Form 10-Q/A, management concluded that we had material weaknesses in our
control environment and financial reporting process consisting of the
following:
1) 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;
2) inadequate segregation of duties consistent with control objectives;
3) insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and
SEC disclosure requirements; and
4) ineffective controls over period end financial disclosure and reporting
processes.
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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 fiscal year ended June 30, 2009. 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 will create a position to segregate duties consistent with control
objectives and will increase our personnel resources and technical accounting
expertise within the accounting function when funds are available to us.
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.
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 was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
20
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 June 30, 2009 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
None.
Item 4 -- Submission of Matters to a Vote of Security Holders
On August 11, 2009, the Company held its annual shareholder meeting. At this
meeting, a majority of shareholders re-elected the current Board member to
serve until the 2010 annual meeting of stockholders. The shareholders also
approved Seale and Beers, CPAs, Certified Public Accountants, as the
Company's auditor, to perform the audit of the Company's financial
statements. No other business was conducted at this annual shareholder
meeting.
Item 5 -- Other Information
None.
21
Item 6 -- Exhibits
Incorporated by reference
-------------------------
Filed Period Filing
Exhibit Exhibit Description herewith Form ending Exhibit date
- ------------------------------------------------------------------------------
2.1 Acquisition and Plan of 10 6/30/09 2.1 10/29/09
Merger between EZJR, Inc.
and IVPSA Corporation
dated July 25, 2008
- ------------------------------------------------------------------------------
3.1 Articles of Incorporation, 10 6/30/09 3.1 10/29/09
as currently in effect
- ------------------------------------------------------------------------------
3.2 Bylaws 10 6/30/09 3.2 10/29/09
as currently in effect
- ------------------------------------------------------------------------------
3.3 Articles of Merger 10 6/30/09 3.3 10/29/09
between EZJR, Inc. and
IVPSA Corporation
- ------------------------------------------------------------------------------
10.1 Exclusive Option Agreement 10 6/30/09 10.1 10/29/09
between IVPSA Corporation
and the Cleveland Clinic,
dated March 15, 2007
- ------------------------------------------------------------------------------
10.2 Extension of Exclusive 10 6/30/09 10.2 10/29/09
Option Agreement between
IVPSA Corporation and
the Cleveland Clinic,
dated April 14, 2008.
- ------------------------------------------------------------------------------
31.1 Certification of President X
and Principal Financial
Officer, pursuant to Section
302 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
31.2 Certification of President X
and Principal Financial
Officer, pursuant to Section
906 of the Sarbanes-Oxley
Act
- ------------------------------------------------------------------------------
22
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.
EZJR, Inc.
-----------
Registrant
Date: September 17, 2010 By: /s/ T J Jesky
----------------- -----------------
T J Jesky
President
23