EZJR, Inc.
A Nevada Corporation
2235 E. Flamingo, Suite 114
Las Vegas, NV 89119
Telephone: (702) 631-4251 o Fax: (702) 221-1963
October 26, 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 September 21, 2010
File No.: 000-53810
Dear Mr. Mumford:
On behalf of EZJR, Inc. (the "Company"), this letter responds to your
October 7, 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. Please note, we have updated the financial
statements in our amended Form 10, as required by Rule 8-08 of Regulation
S-X. 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 your response to prior comment 1 to tell us why you believe
you do not need to disclose your related person's agreement with you to
purchase share certificates. Also tell us where you have filed the
agreement, and provide us your analysis of whether your disclosure or
statements regarding the agreement are pre-commencement tender offer
communications that must be filed pursuant applicable tender offer rules.
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Response: We respectfully note the Staff's comment. To expand our response,
no formal or written agreement exists to purchase share certificates from the
EZJR shareholders. Further, we do not anticipate making any offer to our
shareholders. The only reason we suggested we would make such an offer was
solely based on your comment letter dated June 11, 2010, specifically comment
#2, which asked us for "potential remedies." We viewed your comment letter
to elicit a hypothetical response, on what we would do if we were confronted
with a dissatisfied shareholder. Keep in mind, the EZJR shareholders
received their shares as a dividend spin-off, almost four years ago. They
did not pay EZJR anything to own shares in the Company. Prior to this
comment, we never thought we would need to make an offer to our shareholders.
Therefore, there is nothing to disclose, since nothing exists.
2. From your response to prior comment 2, it appears that the target company
in the merger ceased to exist upon the effectiveness of the merger.
Therefore, your disclosure that, after the merger, your major
shareholders purchased the shares of the target company is unclear given
that the target company - and its shares - did not exist to be purchased
at that time. Please revise.
Response: We respectfully note the Staff's comment. We understand your
comment that upon the effectiveness of the merger the former entity no longer
existed so how can the shares be purchased.
In order to answer your comment, we refer you to Nevada Revised Statutes
92A.250 (1)(f) that states: "The owner's interests of each constituent
entity that are to be converted into owner's interests, obligations or other
securities of the surviving or any other entity or into cash or other
property are converted, and the former holders of the owner's interests are
entitled only to the rights provided in the articles of merger or any created
pursuant to NRS 92A.300 to NRS 92A.500, inclusive." Further, under the
statute, the title to all property owned by the constituent entity is vested
in the resulting entity without reversion or impairment and the resulting
entity has all the liabilities of the constituent entity.
Therefore, although the former entity upon merger ceased to exist, its assets
and liabilities became part of the surviving entity. The shares owned by the
founder of the former corporation, did not cease to exist upon the merger of
the two entities. Instead of being converted into shares of the surviving
entity pursuant to NRS 92A.250(1)(f) above, these shares were purchased for
cash, on behalf of the surviving entity, and returned to the corporate
treasury for cancellation.
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3. We note your response to prior comment 4.
o It is unclear how you conclude that you have fully and clearly
disclosed your affiliates historic relationships with reporting
companies. Please tell us how you confirmed that your disclosure is
complete.
o If registrants with little or no revenues with which your affiliates
were associated often do not generate substantial revenue from the
business that they initially disclosed, you should say so prominently
at the beginning of your business description in this document. Such
prominent disclosure should explain:
o the extent to which your affiliates typically transfer their
ownership or control of their companies;
o the timing of that transfer relative to when the company begins
generating substantial revenue or enters into a new business;
o the extent to which a transfer of control provides an incentive for
those who were affiliates before the transfer to sell their shares;
o the potential material effect on the market price of the
registrant's securities as a result of such sales;
o how your affiliates profit from their involvement with such
registrants; and
o the risk that you will be found to be subject to Rule 419.
Response: We respectfully note the Staff's comment. Specifically, we want
to address your comment that states "Please tell us how you confirmed that
your disclosure is complete." Our affiliates believe the disclosure is
complete based on the transparency of their transactions. They have
disclosed their transactions under their personal names in numerous SEC
filings. They have provided all of the information requested throughout this
comment phase. This disclosure included a detailed chart listing specific
ownership information and the disclosure in nominal ownership in other
entities, which included the price paid for the stock, and the date and price
the stock was sold. We added a risk factor that states they have a relevant
history of engaging in the type of transactions that generate this risk. We
believe we have provided all of the information requested by the Staff.
To the last part of your comment, EZJR is not a "blank check" company as
defined under Rule 419. The Company has executed a legitimate business plan
and it has a purpose. It entered into two separate option agreements with
the Cleveland Clinic. It has expended a great deal of money on executing its
business plan. We have provided the Staff with a great deal of support data.
Under these circumstances, we believe there is no risk that we would be
subject to Rule 419.
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Management's Discussion and Analysis of Financial Condition and Results
of Operations
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Overview of Current Operations, page 22
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4. Refer to your response to prior comment 6:
o We reissue that part of the comment that asks you to tell us
specifically what work was done during the "past two years" and the
date that each such activity occurred. If you have not taken
substantial steps towards developing the product since your option
expired, it remains unclear why it is appropriate to suggest to
investors that you have been working on the project for the entire
past two years.
o If the Cleveland Clinic has not performed any work with regard to the
project subsequent to the expiration of the exclusive option
agreement, please revise your discussion to explain this. One infers
from your discussion that the Cleveland Clinic is a "team" member
active in the current development stage; that is, finding an economic
solution to the design problem.
Response: To the first part of your comment, we have accurately disclosed in
the Form 10 that our sole officer devotes 5-10 hours per week of his time to
EZJR's business. This has taken place for the past two years. We have
accurately disclosed that the Company has searched, without success, for
other engineering firms that can design this catheter to be mass produced on
an economical basis.
Supplementally, we have provided you with our investigational efforts to
identify a monitoring sensor to implant into the catheter. This would
resolve the design issue, as it could monitor both blood flow and blood
readings. As soon as we can positively identify an invention worth
exploring, it will be disclosed in our filings. All of this is on-going work
that has not terminated.
To the second part of your comment, we agree that the Cleveland Clinic itself
has not performed any work with regard to the project subsequent to the
expiration of the exclusive option agreement. We have revised our disclosure
accordingly. We have also deleted any reference that they are working with
us as a team.
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5. To this regard, in your response you indicate that your CEO has agreed to
keep the company operational and maintain its fully reporting
requirements, without seeking reimbursement from the company. We refer
to the guidance at SAB Topic 1(B)(1), which requires the financial
statements to include all costs of doing business. Please tell us the
nature and amount of any expenses incurred on behalf of the company and
not recorded on the books. If these expenses are not to be reimbursed,
tell us why these would not recorded in the form of contributed capital.
Response: We believe we have captured all costs associated with keeping the
company operational and maintaining its fully reporting requirements, where
such funds were recorded as contributed capital in the Company's financial
statements. The cost associated in purchasing the original EZJR shares on
behalf of the Company for $4,000 has no effect on keeping the company
operational or "doing business." As stated in earlier correspondence, this
was a private transaction conducted without consideration, by the two major
shareholders of the Company.
Item 9(a) Market Information, page 30
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6. Prior comment 7 addressed the registrant that filed this Form 10
registration statement; however, you provided a response addressing a
different registrant. Therefore, we reissue the comment. Also, please
revise your disclosure to clarify what you mean by being "listed" on the
"Grey sheets."
Response: We respectfully note the Staff's comment. We recognize that we
have two different registrants; however, they are both the same Company, with
two different CIK numbers. To be eligible to trade on the grey sheets does
not require the company to be a fully reporting with the SEC. We have
revised our disclosure to clarify that there are no market markers on the
Grey Sheets. The stock is not listed or quoted on any stock exchange. Since
grey market securities are not quoted on an exchange or interdealer quotation
system, investor's bids and offers are not collected in a central spot so
market transparency is diminished and execution of orders is difficult.
Therefore, grey market securities tend to be relatively illiquid.
Form 12b-25 Regarding Form 10-K for the Period Ended June 30, 2010
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7. Please comply with Rule 12b-25(c) regarding the attachment of a signed
statement from the auditor that you cited in your Narrative.
Response: We have filed an amended Form 12b-25, which included a signed
statement from the Company's auditor.
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Mr. Mumford, 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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