SICHENZIA ROSS FRIEDMAN FERENCE LLP
ATTORNEYS AT LAW
May 4, 2011
U. S. 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 April 7, 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 April 20, 2011 (the "Comment
Letter") relating to the Company's Registration Statement on Form 10 as
amended on April 7, 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. 11 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.
Special Note Regarding Potential Actions by Affiliated Shareholders, page 4
1. Regarding your response to prior comment 2:
o Please tell us why you believe that it is appropriate in your table on
page 4 to represent to investors that the companies "Acquired [an]
Operating Business" at inception given those companies' assets and
revenue at inception. Also, please combine the information regarding
these companies here and on page 27 in a manner that fully and clearly
presents all material disclosure without requiring investors to piece
together information from multiple locations in your document or from
other documents. Include clearly in your revised disclosure the nature
of your affiliates' control over those companies, whether through
management or ownership, and the date and manner in which that control
ended. Also include in the revised disclosure how each company's
business changed from what it originally disclosed to investors.
SRFF
61 Broadway New York, New York 10006 212-930-9700 212-930-9725 Fax
www.srff.com
Response: The heading and column "Acquired Operating Business"
has been deleted. We have combined the information regarding these
companies from page 27. The footnotes under the table include the nature of
our affiliates' control over those companies, whether through management or
ownership, and we added a column to the table as to the date that control
ended. Finally, the footnotes disclose how each company's business changed.
o Please expand your disclosure to explain clearly how rule 419 limits
your use of proceeds that you might receive if you engage in an
applicable securities offering. As a related matter, please also
disclose in an appropriate section of your document how Rule 144(i)
affects sales of your securities by your shareholders; see Regulation
S-K Item 201(a)(2).
Response: We have expanded the disclosure to explain how Rule
419 limits our use of proceeds that we might receive if we engage in an
applicable securities offering. We have also added a section on page 34
disclosing how Rule 144(i) affects sales of securities.
Related Transactions, page 29
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2. Please clarify what you mean by your disclosure that the "funds were
made available through an attorney's client trust account" and why that is
relevant to investors. Do you mean that the money was from your two major
shareholders, but held by an attorney? Who was the attorney?
Response: The referenced phrase has been deleted since it is not
relevant to investors. The funds were simply forwarded to the Company
through its counsel. Supplementally, the name of the attorney was Thomas C.
Cook, Esq., Las Vegas, NV.
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) 930-9700.
Very truly yours,
/s/ Benjamin Reichel
Benjamin Reichel