SICHENZIA ROSS FRIEDMAN FERENCE LLP
ATTORNEYS AT LAW
April 6, 2011
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 3030
Washington, D.C. 20549
Attn: Jay Mumford
Re: EZJR, Inc.
Registration Statement on Form 10
Amended March 10, 2011
File No. 000-53810
Dear Mr. Mumford:
We have been retained as special securities counsel by EZJR, Inc. (the
"Company"). We hereby submit, on behalf of the Company, a response to certain
questions raised by the staff of the Securities and Exchange Commission (the
"Staff") in its letter of comments dated March 24, 2011 (the "Comment
Letter") relating to the Company's Registration Statement on Form 10 as
amended on March 10, 2011. Set forth below is the Company's responses to the
Staff's comments.
The Company's responses are numbered to correspond to the Staff's comments
and are filed in conjunction with Amendment No. 10 to the Form 10. For your
convenience, each of the Staff's comments contained in the Comment Letter has
been restated below in its entirety, with the Company's response set forth
immediately under such comment.
Forward Looking Statements, page 3
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1. Given your disclosure in the last sentence of this section, please tell
us why you represent to the public in your Form 10-Q that you make
statements pursuant to the statutory "safe harbor."
Response: The Company will revise the 10-Q to remove the language
relating to the statutory "safe harbor."
Special Note to All Investing Shareholders, page 4
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2. Regarding your response to prior comments 2 and 3:
o Please expand your disclosure regarding your affiliates' general
investment plan to highlight the extent to which your affiliates have
actually transferred ownership or control of their companies, the actual
timing of that transfer relative to when the company began generating
substantial revenue or entered into a new business, and how your
affiliates have actually
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profited from their investments in those companies. You also should
disclose prominently at the beginning of your business description in
this document the extent to which registrants with little or no revenues
with which your controlling shareholders were affiliated do not generate
substantial revenue from the business that they initially disclosed.
Response: The Company has expanded the disclosure to provide specific
information concerning the transfer of shares, that these companies did
not have any revenues at the time of the transfer and that many companies
that were controlled by Company affiliates did not generate substantial
revenue from the businesses they initially disclosed.
o Please revise your disclosure regarding your affiliates being "given"
shares to disclose the extent to which the "dividend" was issued to your
affiliates by a company controlled by your affiliates.
Response: The Company revised the document to disclose the dates and
company names of the "dividends" that were issued to Company affiliates
and that they were issued by companies controlled by Company affiliates.
o Given the history of your affiliates' involvement with companies that
apparently do not generate substantial revenue from the business
originally disclosed when those affiliates controlled the companies and
the circumstances of EZJR, including that your rights to the technology
you say intend to develop expired two years ago and you apparently have
been told repeatedly that the technology could not be developed, it
remains unclear why you do not believe that you should disclose
prominently that authorities might conclude that any Securities Act
registration statements you file would be subject to Rule 419.
Therefore, we reissue the last bullet point of prior comment 2.
Response: The Company has added a paragraph under this section stating
that registration statements it files pursuant to the Securities Act of
1933 may be subject to Rule 419.
Risk Factors, page 10
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If EZJR's Business Plan is Not Successful..., page 10
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3. In the last paragraph on page 10 you refer to no working capital as of
December 31, 2010. Please reconcile to your financial statements on page
F-1b which shows negative working capital of $1,575.
Response: The Company has revised the risk factor to state that it has
negative working capital of $1,575.
4. In the first paragraph on page 11 you refer to the report of your
auditors on your financial statements for the period from inception through
December 31, 2010. We note that the audit report included on page F-1a is
for the years ended June 30, 2009 and 2010 and the period from inception
through June 30, 2010. We noted no review or audit report for the interim
period financial statements dated December 31, 2010. If this is a
typographical error, then please revise to refer to the proper audit period
(i.e., June 30, 2010). Otherwise, although you are not otherwise required to
file an audit or review report for the interim period, if you continue to
refer to the report for the interim period, then you should include that
report in the filing.
Response: This was a typographical error, and it has been corrected.
Related Transactions, page 29
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5. Please disclose in this section the loan and forgiveness mentioned in
your response to prior comment 1. Include the amount loaned by each related
person, the date of the loan, the interest rate and maturity date of the
loan, and the date of the forgiveness. File the agreements documenting the
loan transactions.
Response: On or about July 25, 2008, the two major shareholders each loaned
the Company $2,000 for a total of $4,000 to be used as merger consideration
in connection with the acquisition of the original EZJR. The funds were made
available through an attorney's client trust account. Since the two major
shareholders believed they would not be repaid, they forgave the loan before
any paperwork was prepared. Therefore, there are no formal agreements
relating to these loan transactions to file.
6. Please tell us why you have not updated the penultimate paragraph of this
section given the updated information in your financial statements.
Response: The penultimate paragraph of this section has been updated based
on the information in our financial statements.
The Company acknowledges that:
o it is responsible for the adequacy and accuracy of the disclosures 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 it 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.
Should you have any questions regarding the foregoing, please do not
hesitate to contact the undersigned at (212) 616-4291.
Very truly yours,
/s/ Benjamin Reichel
Benjamin Reichel