EZJR, Inc.
A Nevada Corporation
2235 E. Flamingo, Suite 114
Las Vegas, NV 89119
Telephone: (702) 631-4251 o Fax: (702) 221-1963
September 17, 2010
VIA EDGAR TRANSMISSION AND OVERNIGHT MAIL
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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
Amended July 27, 2010
File No.: 000-53810
Dear Mr. Mumford:
On behalf of EZJR, Inc. (the "Company"), this letter responds to your August
10, 2010 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. We have replied
below on a comment-by-comment basis, with each response following a
repetition of the Staff's comment to which it applies. The responses to the
Comments are numbered to relate to the corresponding Comments in your letter.
Business History, page 3
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1. Please expand the second paragraph of your response to prior comment 2
to analyze whether the transaction is a tender offer and, if so, how you
complied with applicable offer rules.
RESPONSE: Your prior comment 2 specifically asked to provide you with
potential remedies if the Commission or a private plaintiff were to disagree
with our conclusion that the spin-off did not require registration under the
Securities Act. We provided a "potential" remedy that we would be willing to
pay one hundred ($100) dollars in exchange for their share certificate in a
private transaction as a potential remedy. You asked for a "potential"
remedy. We did not imply that we were making an official tender offer, we
were only suggesting that this is a remedy we would be willing to undertake
if a private plaintiff were to disagree with our conclusions concerning the
spin-off.
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2. Please expand your response to prior comment 3 and the related
disclosure to clarify how the stock of a company that did not survive
the merger could be acquired by you or your officers. In your response,
please analyze the status under applicable state law of the shares of a
company that does not survive a merger; cite with specificity all
authority on which you rely.
RESPONSE: Pursuant to Nevada Statutes, NRS 92A.250, "Effect of merger,
conversion or exchange," the NRS states, "When a merger takes effect: (a)
Every other entity that is a constituent entity merges into the surviving
entity and the separate existence of every entity except the surviving entity
ceases." Since the original EZJR ceased to exit, under Nevada Statutes, at
the time the Articles of Merger were filed with the Nevada Secretary of
State, the two major shareholders, on "behalf of the surviving entity," which
had no funds at the time, agreed to pay-for and cancel the shares owned by
the sole shareholder of the EZJR, in a private transaction. These shares
were not personally acquired by the officers of the surviving company. These
shares were never placed in the names of the officers of the surviving
company. The shares were returned to the corporate treasury for
cancellation. This transaction benefited the surviving company and existing
shareholders, in that, it reduced the amount of shares issued and outstanding
following the merger of the two entities.
Existing or Probable Government Regulations, page 6
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3. We note your response to prior comment 9 and your revisions to this
section. However, it is unclear where you have provided discussion of
the approval process to bring a Class II product to market, and why you
removed the information you did. Please revise or advise.
RESPONSE: We have provided additional disclosure concerning the approval
process to bring a Class II product to the market, and we have replaced the
information we removed from out last amendment.
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Risk Factors, page 10
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4. We note your responses to prior comments 10, 11 and 13; however, the
full scope of your affiliates' relationships with companies subject to
the reporting requirements of the Exchange Act, whether those companies
ever generated substantial revenue from the business they originally
disclosed in those filings, how your affiliates generate returns on
their investments in those companies, and whether those facts reveal
information that should be disclosed to investors attempting to use your
Form 10 to make an investment decision regarding EZJR shares remains
unclear. Please provide us a complete and clear history of your
affiliates' relationships with companies subject to the reporting
requirements of the Exchange Act that addresses the issues raised in
this comment.
RESPONSE: We respectfully note the Staff's comment. We understand the
comment. Over the past five response letters, we have disclosed, to the best
of our abilities, our affiliates' relationships with companies subject to the
reporting requirements. This includes a detailed chart which with 1) the
date that our major shareholders acquired their shares in the companies with
little or no revenue; 2) the date that the company acquired an operating
business; and 3) the date that your two major shareholders sold their shares
in the company. Additionally, we disclosed the affiliates nominal ownership
in other entities, which included the price paid for the stock, and the date
and price the stock was sold. We do not believe that we have anything
additional to disclose.
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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5. In the second full paragraph, please clarify what products you have that
you plan to produce and distribute.
RESPONSE: In the second sentence of the second paragraph we have clarified
the medical device we plan to produce and distribute.
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6. In the third paragraph, please tell us why you disclose that you have
been working with the Cleveland Clinic, Interplex Medical LLC and Rafi
Avitsian, M.D. anesthesiologist for the past two years given that the
exclusive option agreement with the Cleveland Clinic expired in
March 2009. Tell us the actual dates when you began to work together
and when that that work stopped. Explain how you define "working as a
team." Discuss the significant types of work you have done over the
past two years, the dates the work was done, and the costs you incurred
related to that work. Reconcile your response with the expenses
reflected in your statements of operations which only reflect research
and development expenses of $280 in 2009 and none for the nine months
ended March 31, 2010.
RESPONSE: We began our work on this project around March, 2007 and we have
not stopped working on this project. As stated in earlier correspondence, we
have been searching, for other engineering firms that can design this
catheter so it can be mass produced on an economical basis. The problem we
cannot resolve is how to economically produce a catheter within a catheter
whereby the inside catheter makes a 180 degree turn without crimping its
opening to monitor blood levels. In other words, blood must be able to pass
within the inner catheter without any blockage, after the inner catheter has
made a 180 degree turn. We have been unable to find any engineering firms
that can give us assurances that this type of catheter design can be
produced.
Meanwhile, Dr. Avitsian has not given-up in seeking alternative solutions to
modify the design. The Cleveland Clinic recognizes the difficulties we face
and until we can find an engineering solution to the design problem, all
parties agree that they is no sense to spend additional dollars to extend the
exclusive option agreement. If we can find a solution, we would be willing
pay and we believe we would be granted another option on an exclusive option
agreement. Meanwhile, as discussed and delineated in our last correspondence
to the Commission, dated, July 26, 2010, we have been exploring technology to
implant as a monitoring sensor in a catheter. This would resolve the design
problems, and produce the same results as a catheter within a catheter for
an anestheologist to measure jugular venous oxygen saturation during a
surgical procedure. There are no assurances that we can identify an
economical sensor; therefore, until we can identify a definitive solution, we
are reluctant to make statements in our filings that would confuse or mislead
our shareholders.
To the last part of your comment, the financial statements which only reflect
minimal research and development expenses are correct. However, as disclosed
in the document, our CEO has agreed to keep the Company operational and
maintain its fully reporting requirements, without seeking reimbursement from
the Company.
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Item 9(a) Market Information, page 30
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7. We reissue the first bullet point of prior comment 14 because you
continue to disclose that your stock is "cleared for trading" and you
did not provide the information requested. Please tell us what you have
told OTC Bulletin Board officials regarding your Exchange Act reporting
status and the status of our comments regarding your Form 10. Include
in your response the name and contact information for the OTC Bulletin
Board officials with whom you have communicated regarding these matters.
When we refer to "you" in this comment, we refer to the registrant and
its affiliates or other representatives, including any market maker with
whom you have worked.
RESPONSE: We went back and reviewed our 15c211 submission with regards to
this listing. In the 15c211 submission package, we were asked to provide
"The issuer's most recent annual report filed pursuant to Section 13 or 15(d)
of the 1934 Act or the annual statement referred to in Section 12(g)(2)(G)(i)
of the 1934 Act." We provided a copy of the annual report for the fiscal
year ending June 30, 2008.
In the submission package, we were also asked, "Does the issuer file periodic
reports through the SEC's Electronic Data Gathering, Analysis, and Retrieval
system (EDGAR)? We answered: Yes. If we answered yes, they asked us to
provide the 10 digit Central Index Key (CIK) number. We responded with CIK
0001350071.
Here follows the series of events which took place in chronological order:
a) We received a correspondence from the Commission dated September 12, 2008
that they had no further comments at this time concerning our Form 10-K
filing.
b) We made the 15c211 submission on or about September 26, 2008.
c) The stock was cleared for trading on the OTC-BB on June 22, 2009.
d) We believe the first comment letter we received from the SEC was dated
July 17, 2009, concerning our Form 10-K for fiscal year ended June 30,
2008.
Therefore, during the listing process we had nothing to report nor any
knowledge of any deficiencies with our SEC filings.
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8. We note your response to the second bullet point of prior comment 14.
However, the revised note to the amended Form 10-K continues to refer to
"our" Form 10-K filed on October 13, 2009. This statement does not
clarify that the original Form 10-K was not filed by the registrant who
filed this Form 10. Please revise your disclosure accordingly.
RESPONSE: We have amended the form 10-K to clarify that the original Form
10-K was not filed by the same registrant.
Note 1. General Organization and Business, page F-7a
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9. We note your response to prior comment 17 and the revisions to your
disclosures. Your disclose that immediately after the acquisition was
consummated, the two major shareholders, in a private transaction, paid
the original EZJR founder $4,000 for all of his stock in EZJR. Then,
the shares purchased from EZJR were returned to the corporate treasury,
without consideration and cancelled on the corporate books. Please
respond to each of the following:
o Please explain how the acquisition was consummated prior to the purchase
of the shares from the EZJR founder.
o Please explain how the company acquired EZJR since all of the EZJR
shares were purchased by individuals in a private transaction and the
EZJR shares have been cancelled.
RESPONSE: To the first part of your comment:
Management of the Company reached an understanding with the management of the
original EZJR to purchase all of the issued and outstanding shares from its
sole shareholder for $4,000. Rather than donating this capital to the
Company to make the share purchase, the two major shareholders conducted a
private transaction, through an attorney client trust account, to purchase
these shares on behalf of the Company.
To the second part of your comment:
Upon receipt of the funds to purchase his stock, the sole shareholder of EZJR
signed Articles of Merger, whereby pursuant to NRS 92A.250 "Every other
entity that is a constituent entity merges into the surviving entity and the
separate existence of every entity except the surviving entity ceases." When
the original EZJR ceased to exit, the original founder's shares were
cancelled. The shares were never placed in the names of the two major
shareholders and were returned to the Company for cancellation.
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Signatures, page 35
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10. We note the July 6, 2010 signature on your amendment filed
July 27, 2010. Please provide a current signature with your amendments.
RESPONSE: We have provided a current signature with the most recent
amendment.
Amendment No. 1 to Form 10-Q for the Quarterly Period Ended March 31, 2010,
Amendment No. 1 to Form 10-Q for the Quarterly Period Ended December 31,
2009 and Form 10-Q for the Quarterly Period Ended September 30, 2009
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Item 4T. Controls and Procedures
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11. Please refer to prior comment 18. The comment requested the company to
amend a June 30, 2009 Form 10-K and your December 31, 2009 and March 31,
2010 Forms 10-Q. We note that you only filed amendments to a June 30,
2009 Form 10-K and your March 31, 2010 Form 10-Q in response to this
comment. As previously requested, please amend your December 31, 2009
Form 10-Q to disclose the conclusions of your principal executive and
principal financial officers, or persons performing similar functions,
regarding the effectiveness of your disclosure controls and procedures
as of the end of the period covered by the report consistent with Item
307 of Regulation S-K. Further, you should also file an amendment to
your September 30, 2009 Form 10-Q to similarly include the disclosures
required by Item 307 of Regulation S-K.
RESPONSE: We have filed and amended our Form 10-Q for the periods ending
September 30, 2009 and December 31, 2009 to include the disclosures required
by Item 307 of Regulation S-K.
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12. We note your disclosure that concluded that your internal control over
financial reporting was not effective as of the end of the period
covered by the reports. These conclusions are included under a section
labeled Management's Report on Internal Control over Financial
Reporting. Please note that Rule 13a-15(c) only requires you to
evaluate the effectiveness of your internal control over financial
reporting as of the end of each fiscal year and, therefore, the
disclosures made pursuant to Item 308 of Regulation S-K is only required
in your annual reports on Form 10-K. Please tell us whether you
performed an assessment of your internal control over financial
reporting as of September 30, 2009, December 31, 2009 and March 31,
2010. If not, please file amendments to your Forms 10-Q to remove all
references to your management's assessment of your internal control over
financial reporting and its conclusion on the effectiveness of your
internal control over financial reporting on that date.
RESPONSE: We have filed amendments to our Forms 10-Q to remove all
references to our management's assessment of your internal control over
financial reporting and its conclusion on the effectiveness of our internal
control over financial reporting for the periods ending September 30, 2009,
December 31, 2009 and March 31, 2010.
Exhibits
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13. We reissue prior comment 19. Your exhibit index to your Form 10-Q for
the period ending March 31, 2010 does not incorporate your current
bylaws. Please revise accordingly.
RESPONSE: Our amended Form 10-Q for the period ending March 31, 2010 now
incorporates our corrected bylaws.
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Mr. Mumford, we want to thank you for the time and effort you spent in
helping us with the applicable disclosure requirements for our amended Form
10. Again, we apologize for the delay in responding to your comment letter.
We hope our responses satisfactorily address your comments.
Further, on behalf of the company, we acknowledge that:
o the company is responsible for the adequacy and accuracy of the disclosure
in the filing;
o staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
o the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Respectfully submitted,
EZJR, Inc.
By: /s/ T J Jesky
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T J Jesky
Chief Executive Officer
cc: Thomas C. Cook, Esq.
Corporate Counsel
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