U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
(Amendment No. 11)
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
EZJR, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 20-0667864
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(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
Copies to:
Thomas C. Cook, Esq.
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Telephone Number: (702) 221-1925
Facsimile Number: (702) 221-1963
Securities to be registered under Section 12(b) of the Act:
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Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001
Title of Each Class Name on each exchange on which
to be registered each class is to be registered
--------------------- ------------------------------
None None
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [X] Smaller reporting company
TABLE OF CONTENTS
PAGE
----
ITEM 1. BUSINESS..............................................................6
ITEM 1A. RISK FACTORS........................................................12
ITEM 2. FINANCIAL INFORMATION................................................24
ITEM 3. PROPERTIES...........................................................26
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......26
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.....................................28
ITEM 6. EXECUTIVE COMPENSATION...............................................30
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE............................................31
ITEM 8. LEGAL PROCEEDINGS....................................................32
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 32
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.............................33
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.............33
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS...........................35
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.........................35
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE............................................36
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS...................................38
SIGNATURES...................................................................39
2
FORWARD LOOKING STATEMENTS
Except for statements of historical fact, some information in this document
contains "forward-looking statements" that involve substantial risks and
uncertainties. You can identify these forward-looking statements by words
such as "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "should," "will," "would" or similar words. The statements that
contain these or similar words should be read carefully because these
statements discuss our future expectations, contain projections of our future
results of operations or of our financial position, or state other forward-
looking information. We believe that it is important to communicate our
future expectations to our investors. However, there may be events in the
future that we are not able accurately to predict or control. Further, we
urge you to be cautious of the forward-looking statements which are contained
in this registration statement because they involve risks, uncertainties and
other factors affecting our operations, market growth, service, products and
licenses. The factors listed in the sections captioned "Risk Factors" and
"Description of Business," as well as other cautionary language in this
registration statement and events in the future may cause our actual results
and achievements, whether expressed or implied, to differ materially from the
expectations we describe in our forward-looking statements. The occurrence of
any of the events described as risk factors or other future events could have
a material adverse effect on our business, results of operations and
financial position. Since our common stock is considered a "penny stock" we
are ineligible to rely on the safe harbor for forward-looking statements
provided in Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"). Our future financial condition and
results of operations, as well as any forward-looking statements, are
subject to change and inherent risks and uncertainties.
Item 1. Business.
Business History
EZJR, Inc, ("we", "us", "our", the "Company" or the "Registrant") was
organized August 14, 2006 (Date of Inception) under the laws of the State of
Nevada, as IVPSA Corporation ("IVP"). The Company was incorporated as a
subsidiary of Eaton Laboratories, Inc., a Nevada corporation. The Company is
a developmental medical device company which plans to produce medical
devices, utilizing the outside contract manufacturing facilities. At this
time, we have no substantive operations involving a medical device.
On July 25, 2008, EZJR, Inc., a Nevada corporation and IVPSA Corporation,
entered into an Acquisition Agreement and Plan of Merger (the "Merger
Agreement"). Immediately upon the effectiveness of the merger, the original
EZJR ceased to exist. The original EZJR, Inc., was incorporated in Nevada
on December 30, 2005.
Pursuant to the terms of the Merger Agreement, the Company was obligated to
pay the original EZJR's sole shareholder $4,000 as merger consideration. As
the Company did not have the funds to pay the merger consideration, its two
major shareholders loaned the funds to the Company and the Company paid the
merger consideration. The loans were subsequently forgiven by the
shareholders.
Upon the effectiveness of the merger of the two entities, IVP changed its
corporate name to EZJR, Inc. The business plan of the original EZJR was to
find a merger candidate or business acquisition transaction to take over its
fully reporting requirements. This was the purpose of the acquisition.
Since we did not issue securities to the security holders of the target in
the acquisition, the purpose of the acquisition was not achieved. Therefore,
we are filing this Form 10 to register our Company.
3
Special Note Regarding Potential Actions By Affiliated Shareholders:
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The affiliated shareholders of EZJR have a goal of making profits for all
shareholders of the companies they start.
The affiliates generally get involved with companies at their early stages,
when the valuation for their shares are low, and they try and sell their
shares at a later date when the value is higher. For example, the shares
they own in many of the reporting companies they have invested in were
received as a dividend when those companies were spun out of prior companies
they controlled on a pro rata basis with the other shareholders of the
reporting companies. This includes Basic Services, Inc. whose dividend was
issued on or about April 30, 2007; Generic Marketing Services whose dividend
was issued on or about October 24, 2007 and EZJR (formerly known as IVPSA
Corporation) whose dividend was issued on or about November 1, 2006, (see
Item 5(d) affiliated companies). The affiliates would then generally sell
their shares in a private transaction when a third party opportunity
presented itself to them and would profit from the sale price.
The affiliates of this company, if they find a better opportunity during the
normal course of business, may decide to transfer their ownership. This
transfer may provide them with an immediate financial benefit. The
affiliates typically transfer their ownership in a company only if an
opportunity comes along that benefits the shareholders of such company more
than its current direction. When a company begins generating revenues or
enters into a new business is not relevant to the timing of the transfer of
shares by the affiliates. The affiliates have no pre-planned schedule as to
when they will sell their shares, as they cannot predict if there will ever
be a buyer for their shares. The affiliates of this company have been
involved with the following companies, which did not have any revenues
(with the exception of Political Calls) at the time of the transfer of
their control positions in these companies:
To the extent a third party has an interest in buying a control block of
shares in a company that the affiliates are investors in, the affiliates
will determine on a case-by-case basis whether they want to sell their
shares. This potential transfer of ownership may happen at any time. The
affiliated shareholders generally sell their shares in one-on-one private
transactions, which therefore would not have a material effect on the market
price of a registrant's stock.
4
Date Date Date
Shares Shares Were Control
Company Acquired Sold Ended Status(1)
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Eaton Labs 2/02/2000 3/30/2007 03/30/2007 Merger(2)
EZJR (formerly IVPSA) 11/01/2006 Still Own Still Control No Change
Basic Services 4/30/2007 Still Own(3) 10/26/2007 Merger(4)
Generic Mktg Svs 10/24/2007 Still Own(5) 07/10/2008 Change(6)
Political Calls 4/24/2006 1/16/2009 01/16/2009 Merger(7)
(1) Under Status, "Merger" represents a merger has occurred and the company is
now operating under a different management and a different business plan.
(2) On March 30, 2007, Eaton Laboratories was acquired by Hydrogen Hybrid
Technologies, Inc. The affiliates' had management control and voting
control over Eaton Laboratories until March 30, 2007.
(3) The affiliates' had management control of basic services until October 26,
2007 and they sold the majority of their shares in the first half of 2008.
The affiliates' still own a nominal amount of shares in this company.
(4) Basic Services was a dividend spin off of Eaton Laboratories that took
place April 30, 2007. All of the shareholders of Eaton Laboratories
received a one-for-one dividend share in Basic Services based on their
pro-rata ownership in Eaton Laboratories. On October 26, 2007, Basic
Services, Inc. was acquired by Adrenalina. The affiliates' had control
over Basic Services through both management and ownership until October
26, 2007.
(5) Some of their shares were sold in the second half of 2009, and the
majority of shares have not been sold.
(6) Generic Marketing Services, Inc. was a subsidiary of Basic Services.
All of the shareholders of Basic Services received a one-for-one dividend
share in Generic Marketing Services based on their pro-rata ownership in
Basic Services on October 24, 2007. On July 10, 2008, the affiliates' no
longer had control ownership of Generic Marketing Servcies. On August 28,
2008, Generic Marketing Services, Inc. added three directors to its board
of directors and appointed a CEO. On October 7, 2008, Generic Marketing
Services changed its corporate name to Total Nutraceutical Solutions. On
December 31, 2009, the Board of Directors accepted the resignation of
Generic Marketing Services' founder. Generic Marketing Services' original
business plan was to provide outsourced sales services to producers of
pharmaceutical products and over-the counter products who do not have
their own sales organizations. Total Nutraceutical Solutions is currently
developing and marketing over-the-counter organic nutraceutical products,
specifically mushroom dietary supplements.
(7) On November 17, 2008, Political Calls, Inc. was acquired by Northern
Empire Energy Corp. The affiliates' were not involved in management of
this company. The affiliates' sold their ownership in this company on
January 16, 2009.
5
As the medical device technology which EZJR is attempting to develop may not
be feasible, there is a possibility that authorities might conclude that any
Securities Act registration statements we file would be subject to Rule 419
of the Securities Act, which will limit our use of proceeds that we might
receive and also imposes a number of safekeeping, disclosure and
reconfirmation requirements. Pursuant to the Rule, in the case of a
registered offering of our stock, we will be required to undertake certain
procedural steps before any shares of stock or the proceeds of the offering
are released. Such, requirements include:
1) Depositing the net offering proceeds in escrow until an acquisition
has been completed;
2) Depositing all securities related to the public offering into an escrow
until the acquisition has been completed;
3) Conducting a reconfirmation offering to give public stockholders a chance
to consider any proposed acquisition; and
4) Giving each potential stockholder (investor) a chance to either approve
the proposed acquisition and keep his (or her) shares; or reject the
proposed acquisition and get 90% of his money back from the escrow.
Business of Issuer
EZJR, Inc. is a development stage medical device company which plans to
produce medical devices, utilizing the services contract manufacturing
facilities. Currently, we have no substantive operations involving a medical
device. Further, we do not have the resources to conduct any required
clinical trials to obtain FDA approval. If resources do become available, we
plans to outsource this task to third parties who have the facilities to
conduct any required clinical trials. The Company 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. If the Company can ever
develop a medical device, it plans to distribute its product(s) into the
marketplace through medical supply wholesalers, hospitals and health
maintenance organizations.
Many companies that were controlled by our affiliates did not generate
substantial revenues from the business they initially disclosed in their
public filings, and there can be no guarantees that we will be able to
generate revenues from our current business plan.
6
Exclusive Option Agreement
--------------------------
We entered into an "Exclusive Option Agreement" with the Cleveland Clinic,
Cleveland, Ohio, on March 15, 2007 to investigate and conduct due diligence
with respect to the commercial viability of the licensable technology prior
to executing a formal License Agreement. The technology consists of a
central line catheter with the ability to access the jugular bulb. The
jugular bulb is part of the internal jugular vein that collects the blood
from the brain, from the superficial parts of the face, and from the neck.
This catheter was invented by a physician at the Cleveland Clinic. The
Company paid the Cleveland Clinic, a nonrefundable fee of $46,000 for this
exclusive option agreement. The agreement terminated in March, 2009. EZJR
has not renewed this option agreement or entered into any licensing agreement
with the Cleveland Clinic. EZJR has been unable to find a contract
manufacturer who can handle the technical design of this proposed catheter.
Central line catheter product
-----------------------------
Most patients in the neuro critical care setting as well as patients
undergoing neurovascular procedures receive a central line catheter. Jugular
bulb oxygen saturation monitoring is a well established method used in
neurosurgical intensive care, particularly in context of head injury.
Jugular Bulb Saturation measures the efficiency of oxygen use by the brain.
Currently, catheters for measuring jugular venous oxygen saturation are
inserted into the jugular vein in a cephalad (toward the head) direction,
with an catheter accessing the jugular bulb. The cephalad method is complex,
time-consuming and could lead to complications. Traditionally,
anesthesiologists and critical care physicians use caudad (toward the feet)
catheter insertion to access the central venous system. The fear of
complications with introducing a catheter towards the brain has discouraged
the clinicians in using this monitoring method.
A potential benefit that might be achieved after the development of this
catheter will provide anesthesiologists a method for double catheterization
(inserting both caudad and cephalad catheters) all within one catheter. In
other words, this design provides for one catheter to monitor a patient's
vital signs, as compared to using two catheters for the same measurements.
This proposed catheter will give access to the blood exiting the brain,
which can help the anesthesiologist monitor brain metabolism and its
byproducts. Such information is important to neuro-critical care units and
intracranial vascular surgical procedures. This method has also been
suggested for monitoring the brain in cardiac surgical procedures.
7
Prototype Development
---------------------
EZJR has yet to find a contract manufacturer who can build a working
prototype of this catheter. In order to continue with this project, EZJR
needs a working prototype that can be readily duplicated by a contract
manufacturer at a reasonable price. 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. It was
the understanding between the Company and Interplex that Interplex would not
exceed more than $25,000 in research costs without the Company's prior
approval. In the fourth quarter of 2008, the management of the Company and
Interplex determined that they would not be able to design the catheter based
on the specifications given. At this point, the Company spent $17,037 when
that decision was made. The Company stopped its activities with Interplex,
and no additional fees were charged to the Company. We are up-to-date in
paying Interplex for their services. We paid Interplex $17,037 and we do not
owe them any monies, we have no further obligations with Interplex. Their
bill has been paid by the officer of the Company, who will not seek
reimbursement for monies spent to take with Interplex. He has agreed to
continue to fund this project, for the next twelve months without seeking
reimbursement from the Company, to a point where we have identified engineers
on an economical basis. At that point, we will need to seek outside funding
to produce and obtain FDA approval to market the catheter. To date, the
Interplex 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 serve 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.
Existing or Probable Government Regulations
-------------------------------------------
All medical devices require certification from the U.S. Food and Drug
Administration, "FDA", before entering distribution. The certification
process is intended to assure that the products are safe and effective.
Under the Federal Food, Drug and Cosmetic Act, known as the FD&C Act,
manufacturers of medical products and devices must comply with certain
regulations governing the design, testing, manufacturing, packaging,
servicing and marketing of medical products.
The FDA generally must clear the commercial sale of new medical devices.
8
Medical Device Approval Process. In the United States, medical devices are
classified into one of three classes (Class I, II or III), based on the
device's risk and what is known about the device. The class to which the
device is assigned determines, among other things, the type of
pre-marketing submission/application required for FDA clearance to market.
If the device is classified as Class I or II, and if it is not exempt, a
510(k) pre-market notification will be required for marketing under FDA
regulations, Class II devices receive marketing clearance through a 510(k)
pre-market notification. The three categories are as follows:
o Class I devices are generally lower risk products for which
sufficient information exists establishing that general regulatory
controls provide reasonable assurance of safety and effectiveness.
Most class I devices are exempt from the requirement for premarket
notification. FDA clearance of a premarket notification is necessary
prior to marketing a non-exempt class I device in the United States.
o Class II devices are devices for which general regulatory controls
are insufficient to provide a reasonable assurance of safety and
effectiveness and for which there is sufficient information to
establish special controls, such as guidance documents or performance
standards, to provide a reasonable assurance of safety and
effectiveness.
o Class III devices are devices for which there is insufficient
information demonstrating that general and special controls will
provide a reasonable assurance of safety and effectiveness and which
are life-sustaining, life-supporting or implantable devices, or
devices posing substantial risk. Unless a device is a preamendments
device that is not subject to a regulation requiring a Premarket
Approval ("PMA"), the FDA generally must approve a PMA prior to the
marketing of a class III device in the United States.
Management believes if we could ever develop this catheter, it will be
classified as a "Class-II" device, since it involves, a surgical procedure,
performed by anesthesiologists to utilize. The Class II process is expensive
and uncertain. Class II devices are those for which general controls alone
are insufficient to assure safety and effectiveness, and additional existing
methods are available to provide such assurances. Therefore, Class II
devices are also subject to special controls in addition to the general
controls of Class I devices. Special controls include provisions related
to (1) performance and design standards, (2) post-market surveillance, (3)
patient registries and (4) the use of FDA guidelines. The FDA Clearance
Process for Class II Devices includes special labeling requirements,
design controls, mandatory performance standard requirements, and
surveillance programs (post-market). Devices in Class II are held to a
higher level of assurance than Class I devices that they will perform as
indicated and will not cause injury or harm to patient or user.
Product and manufacturing and controls specifications and information must
also be provided. Obtaining approval can take several years and approval may
be conditioned on, among other things, the conduct of post-market clinical
studies.
9
Whether or not a product is required to be approved before marketing, we must
comply with strict FDA requirements applicable to devices, including quality
system requirements pertaining to all aspects of our product design and
manufacturing process, such as requirements for packaging, labeling, record
keeping, including complaint files, and corrective and preventive action
related to product or process deficiencies. The FDA enforces its quality
system requirements through periodic inspections of medical device
manufacturing facilities. In addition, Medical Device Reports must be
submitted to the FDA to report an event or information that reasonably
suggests that a device may have caused or contributed to a death or serious
injury; or has malfunctioned and that the device or a similar device marketed
by the same manufacturer would be likely to cause or contribute to a death or
serious injury if the malfunction were to recur. Similar to adverse event
reports applicable to drugs, medical device reports can result in agency
action such as inspections, recalls, and patient/physician notifications, and
are often the basis for agency enforcement actions. Because the reports are
publicly available, they can also become the basis for private tort suits,
including class actions.
Labeling and Advertising. The nature of marketing claims that the FDA will
permit us to make in the labeling and advertising of our biologics and
medical devices will be limited to those specified in an FDA approval and
claims exceeding those that are approved will constitute a violation of the
Federal Food, Drug, and Cosmetics Act. Violations of the Federal Food, Drug,
and Cosmetics Act, Public Health Service Act, or regulatory requirements at
any time during the product development process, approval process, or after
approval may result in agency enforcement actions, including voluntary or
mandatory recall, license suspension or revocation, premarket approval
withdrawal, seizure of products, fines, injunctions, and/or civil or criminal
penalties. Any agency enforcement action could have a material adverse
effect on us.
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.
The Company has been seeking funding from a number of sources, but has yet
to secure any funding, especially during this current economic downturn.
Management continues to seek different funding sources in order to initiate
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, it may need to curtail, limit or cease our
existing operations.
10
Future funding could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization of 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.
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.
Patent, Trademark, License and Franchise Restrictions and Contractual
Obligations and Concessions
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We currently have no pending or provisional patents or trademark
applications.
Research and Development Activities and Costs
---------------------------------------------
The majority of EZJR expenses involved the costs related to the research and
development of the central line catheter. These costs included entering into
two option contracts ($46,000), with the Cleveland Clinic, and paying for
catheter development costs (approximately $17,000).
11
Compliance With Environmental Laws
----------------------------------
We are not aware of any environmental laws that have been enacted, nor are we
aware of any such laws being contemplated for the future, that impact issues
specific to our business. In our industry, environmental laws are anticipated
to apply directly to the owners and operators of companies. They do not apply
to companies or individuals providing consulting services, unless they have
been engaged to consult on environmental matters. We are not planning to
provide environmental consulting services.
Employees
---------
We have no employees at the present time. Our sole officer and director
is responsible for all planning, developing and operational duties and
will continue to do so throughout the early stages of our growth.
He devotes 5-10 hours per week of his time to EZJR's business. All
functions including development, strategy, negotiations and clerical work is
being provided by the sole officer/director on a voluntary basis, without
compensation.
We have no intention of hiring employees until the business has been
successfully launched and we have sufficient, reliable revenue from our
operations. Our officer and director is planning to do whatever work is
required until our business to the point of having positive cash flow. We do
not expect to hire any employees during through 2011.
Item 1A. Risk Factors.
An investment in the Company is highly speculative in nature and involves a
high degree of risk.
1. SINCE EZJR IS A DEVELOPMENT STAGE MEDICAL DEVICE COMPANY, EZJR HAS
GENERATED NO REVENUES, AND THERE ARE NO ASSURANCES THAT ITS BUSINESS PLAN
WILL BE SUCCESSFUL.
EZJR expects to incur operating losses in future periods as EZJR incurs
significant expenses associated with the initial startup of its business.
Further, there are no assurances that EZJR will be successful in realizing
revenues or in achieving or sustaining positive cash flow at any time in the
future. Any such failure could result in the possible closure of EZJR's
business or force the Company to seek additional capital through loans or
additional sales of the Company's equity securities to continue business
operations, which would dilute the value of any shares owned by the Company's
shareholders.
2. IF EZJR'S BUSINESS PLAN IS NOT SUCCESSFUL, EZJR MAY NOT BE ABLE TO
CONTINUE OPERATIONS AS A GOING CONCERN AND ITS STOCKHOLDERS MAY LOSE THEIR
ENTIRE INVESTMENT IN EZJR.
12
As discussed in the Notes to the Financial Statements included in this
Current Report, at December 31, 2010 EZJR had negative working capital of
$1,575 and total liabilities of $1,575. EZJR had a net loss of
approximately $107,456 from its inception to December 31, 2010.
These factors raise substantial doubt that EZJR will be able to continue
operations as a going concern, and EZJR's independent auditors included an
explanatory paragraph regarding this uncertainty in their report on the
financial statements for the period from inception to June 30, 2010.
EZJR's ability to continue as a going concern is dependent upon generating
cash flow sufficient to fund operations and reducing operating expenses.
EZJR's business plan may not be successful in addressing these issues. If
EZJR cannot continue as a going concern, its stockholders may lose their
entire investment in EZJR.
3. EZJR EXPECTS LOSSES IN THE FUTURE BECAUSE EZJR HAS NO REVENUE.
EZJR has generated no revenues, management expects losses over the next
twelve (12) months since there are no revenues to offset the expenses
associated in executing EZJR's business plan. EZJR cannot guarantee that it
will ever be successful in generating revenues in the future. EZJR
recognizes that if the Company is unable to generate revenues, it will not be
able to earn profits or continue operations as a going concern. There is no
history upon which to base any assumption as to the likelihood that the
Company will prove successful, and EZJR can provide selling shareholders with
no assurance that it will generate any operating revenues or ever achieve
profitable operations.
4. SINCE EZJR'S OFFICER DOES NOT DEVOTE HIS FULL TIME TO THE COMPANY, HIS
OTHER ACTIVITIES COULD SLOW DOWN EZJR'S OPERATIONS.
T J Jesky, the sole officer of EZJR does not devote all of his time to the
Company's operations. He is semi-retired and devotes his time to his family
and personal activities. Therefore, it is possible that a conflict of
interest with regard to his time may arise based on his involvement in other
activities. His other activities will prevent him from devoting full-time to
EZJR's operations which could slow EZJR's operations and may reduce its
financial results because of the slow down in operations.
The President and Director of the company, currently devotes approximately 5-
10 hours per week to company matters. The responsibility of developing the
company's business, and fulfilling the reporting requirements of a public
company all fall upon Mr. Jesky. Mr. Jesky was the former President of Eaton
Laboratories, the Company that spun off IVPSA Corporation. Eaton
Laboratories was founded in February, 2000 and was acquired by Hydrogen
Hybrid Technologies in March, 2007. From its inception to the time of its
acquisition, Eaton Laboratories did not produce any revenues. Mr. Jesky
intends to limit his role in his other activities and devote more of his time
to EZJR after the Company attains a sufficient level of revenue and is able
to provide sufficient officers' salaries per its business plan. In the event
he is unable to fulfill any aspect of his duties to the company, EZJR may
13
experience a shortfall or complete lack of sales resulting in little or no
profits and eventual closure of the business. If Mr. Jesky began working on
other projects it could take away from the time he currently spends working
on our business affairs and could create a potential conflict of interest.
EZJR has not formulated a plan to resolve any possible conflict of interest
with his other business activities. We do not have any employment agreements
Mr. Jesky, which means he is not obligated to continue to work for the
Company and can resign his position whenever he is inclined to do so.
5. EZJR'S SOLE OFFICER, MR. T J JESKY, HAS NO PRIOR EXPERIENCE IN RUNNING A
MEDICAL DEVICE COMPANY.
EZJR's sole executive officer has no experience in operating a medical
device company. Mr. Jesky did serve as President of Eaton Laboratories from
February 2, 2000 (inception) until March 2007. Due to his lack of experience
in running a medical device company, the executive officer may make wrong
decisions and choices regarding key decisions on behalf of the Company.
Consequently, EZJR may suffer irreparable harm due to management's lack of
experience in this industry.
6. IF EZJR IS UNABLE TO OBTAIN ADDITIONAL FUNDING, ITS BUSINESS OPERATIONS
WILL BE HARMED. EVEN IF EZJR DOES OBTAIN ADDITIONAL FINANCING ITS THEN
EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.
As of December 31, 2010, EZJR had no working cash nor equivalents. EZJR
needs at least five hundred dollars ($500,000) in order to obtain FDA (Food
and Drug Administration) approval to market its potential medical device.
EZJR determined that $500,000 is needed for: 1) engineering design and
specifications of the medical device; 2) production of the medical device;
3) FDA application process; 4) conducting the necessary FDA studies; and
5) producing a working inventory of the medical device.
The company has yet to find sourcing for this endeavor. The Company has
initial plans to develop a catheter medical device. The regulatory
requirements of the FDA will be capital intensive, this project will also
require a larger working capital basis to maintain adequate inventories of
the approved product. This need for additional funds will be derived from
future stock offerings. These future offerings could significantly dilute
the value of any previous investor's investment. If and when FDA approval
can be obtained for this product, the Company will be required to produce
product for distribution. The company anticipates that its budge for
$500,000 will include retail inventory of the medical device.
There are no guarantees given that the Company will be able to find the
necessary financing or the necessary financing will be available, if required
or if available, will be on terms and conditions satisfactory to management.
The above outlined capital problems which could significantly affect the
value of any Common Shares and could result in the loss of an investor's
entire investment.
14
7. EZJR MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET ITS OBLIGATIONS AND FUND ITS OPERATING EXPENSES.
Failure to raise adequate capital and generate adequate sales revenues to
meet EZJR's obligations and develop and sustain its operations could result
in reducing or ceasing EZJR's operations. Additionally, even if EZJR does
raise sufficient capital and generate revenues to support its operating
expenses, there can be no assurances that the revenue will be sufficient to
enable EZJR to develop business to a level where it will generate profits and
cash flows from operations. These matters raise substantial doubt about
EZJR's ability to continue as a going concern. EZJR's independent auditors
currently included an explanatory paragraph in their report on the financial
statements regarding concerns about EZJR's ability to continue as a going
concern.
8. EZJR MAY NOT BE ABLE TO COMPETE WITH LARGER MEDICAL DEVICE COMPANIES, THE
MAJORITY OF WHOM HAVE GREATER RESOURCES AND EXPERIENCE THAN EZJR DOES.
The Company has no way of knowing that other companies may be working on
bringing the same medical device into the market. And, there is no way
to know if someone else has submitted similar paperwork beforehand.
Therefore, there is always a possibility that similar medical device may
enter the market before EZJR's licensed product.
Many of the Company's competitors are significantly larger and have
substantially greater financial, distribution, marketing and other resources
and have achieved better recognition for their brand names for product lines
or certain products than the Company. There is no assurance that the Company
will be able to compete successfully against present or future competitors or
that competitive pressures faced by the Company will not have a material
adverse effect on the Company.
9. IF EZJR RECEIVES REGULATORY APPROVAL EZJR WILL ALSO BE SUBJECT TO ONGOING
FDA OBLIGATION AND CONTINUED REGULATORY REVIEW.
Any regulatory approvals that EZJR receives for its products may also be
subject to limitations on the indicated uses for which the product may be
marketed or contain requirements for potentially costly post-marketing
follow-up studies. In addition EZJR or its third party manufacturers may be
required to undergo a pre-approval inspection of manufacturing facilities by
the FDA and foreign authorities before obtaining marketing approval and will
be subject to periodic inspection by the FDA and corresponding foreign
regulatory authorities under reciprocal agreements with the FDA. Such
inspections may result in compliance issues that could prevent or delay
marketing approval or require the expenditure of money or other resources to
correct noncompliance.
15
If a regulatory agency discovers previously unknown problems with a product,
such as adverse events of unanticipated severity or frequency, or problems
with the facility where the product is manufactured, a regulatory agency may
impose restrictions on that product, EZJR's collaborators, or EZJR, including
requiring withdrawal of the product from the market. EZJR's product
candidates will also be subject to ongoing FDA requirements for the labeling,
packaging, storage, advertising, promotion, record-keeping, and submission of
safety and other post-market information on the drug. If EZJR's product
candidates fail to comply with applicable regulatory requirements, a
regulatory agency may:
o issue warning letters;
o impose civil or criminal penalties;
o withdraw regulatory approval;
o suspend any ongoing clinical trials;
o refuse to approve pending applications or supplements to approved
applications filed by EZJR or EZJR's collaborators;
o impose restrictions on operations, including costly new
manufacturing requirements; or
o seize or detain products or require a product recall.
If EZJR fails to comply with applicable domestic regulatory requirements,
EZJR may be subject to fines, suspension or withdrawal of regulatory
approvals, product recalls, seizure of products, operating restrictions, and
criminal prosecution.
10. EZJR FACES THE RISK OF NOT BEING ABLE TO COMPLY WITH EACH OF THE STEPS
IN THE FDA PRE-MARKETING APPROVAL PROCESS.
If EZJR is successful in raising the required funds to develop its first
medical device, there are no assurances that the Company can comply with the
required steps in the FDA pre-marketing approval process. This includes
compiling studies accepted by FDA to their satisfaction. Failure to do so,
would result in compiling new studies at an added expense to the Company.
The Company may not have the required funds to repeat FDA compliance studies.
This would mean EZJR would either need to seek more funding or close its
business operations.
16
11. THE FDA APPROVAL PROCESS CAN BE VERY LENGTHY AND UNCERTAIN
Upon the completion of the required testing, analysis of the testing, and
producing an actual manufacturing lot of the product, the Company will be
ready to submit an Application to the FDA for their review and comment. EZJR
expects this process could take eleven months after EZJR obtains funding,
just to produce the required data for a Submission Application. Once the
Application is received by the FDA, they have 180 days to respond to an
Application. At that time, based on the data provide, they will most likely
comment on the Application in that they will require clarification or more
data. The Company expects the FDA approval process to last an undeterminable
amount of time and possibly years prior to an approval. If the FDA
requires additional data following the review of EZJR's Application, this
will require additional expense and loss of time to bring its product to the
market. There exists an uncertainty on how long the actual FDA approval
process will taken, as they may require additional information. This
uncertainty can adversely effect when EZJR can bring the final product to
the marketplace.
12. TO BE SUCCESSFUL, MEDICAL DEVICE(S) MUST BE ACCEPTED BY HEALTH CARE
PROFESSIONALS, WHO CAN BE VERY SLOW TO ADOPT OR UNRECEPTIVE TO NEW
TECHNOLOGIES AND PRODUCTS.
EZJR's future medical devices, if approved for marketing, may not achieve
market acceptance since hospitals, physicians, patients or the medical
community in general may decide to not accept and utilize these products.
The product candidates that EZJR is attempting to develop represent
substantial departures from established treatment methods and will compete
with a number of more conventional drugs and therapies manufactured and
marketed by major medical device companies. The degree of market acceptance
of any of our developed products will depend on a number of factors,
including:
o the establishment and demonstration to the medical community of the
clinical efficacy and safety of EZJR's product candidates;
o the ability to create products that are superior to alternatives
currently on the market, including in terms of pricing and
cost-effectiveness, relative convenience, and ease of
administration;
o the prevalence and severity of adverse side effects; and
o the ability to establish in the medical community the potential
advantage of EZJR's medical device over alternative medical
devices.
If the health care community does not accept EZJR's products for any of the
foregoing reasons, EZJR's revenues from the sale of any approved product
would be significantly reduced.
17
13. IF EZJR IS UNABLE TO OBTAIN AND MAINTAIN PATENT AND OTHER INTELLECTUAL
PROPERTY OWNERSHIP RIGHTS RELATING TO THE DEVELOPMENT MEDICAL DEVICES, THEN
THE COMPANY MAY NOT BE ABLE TO SELL ANY MEDICAL DEVICES, WHICH WOULD HAVE A
MATERIAL ADVERSE IMPACT ON EZJR'S RESULTS OF OPERATIONS AND THE PRICE OF THE
COMPANY'S COMMON STOCK.
EZJR currently does not own any right, title or interest in any patent
application for any medical device. If in the future EZJR does file a patent
application, there are no assurances that it will not be successfully
challenged or circumvented by competitors or others. EZJR has no assurance
that the United States Patent and Trademark Office will issue the Patent or
that the scope of any claims granted in an issued patent will provide broad
protection or a competitive advantage to us. If the Patent fails to issue in
sufficient scope or at all, or if the patent issues but EZJR fails to
maintain and enforce EZJR's rights in the issued patent, or if EZJR fails to
maintain and protect its rights in other intellectual property, including
know-how, trade secrets and trademarks, such failures, individually and in
the aggregate, could have a material adverse effect upon EZJR's business
prospects, financial condition and results of operations. If such patents
issue, they will be presumed valid, but there is no assurance that they will
not be successfully challenged or circumvented by competitors or others.
EZJR also relies upon trade secrets and other unpatented proprietary
technology. No assurance can be given that the Company can meaningfully
protect its rights with regard to such unpatented proprietary technology or
that competitors will not duplicate or independently develop substantially
equivalent technology.
14. THE REIMBURSEMENT STATUS OF NEWLY APPROVED HEALTHCARE PRODUCTS AND
TREATMENTS IS NOT ESTABLISHED AND FAILURE TO OBTAIN ADEQUATE REIMBURSEMENT
COULD LIMIT EZJR'S ABILITY TO MARKET ANY PRODUCTS THE COMPANY MAY DEVELOP.
EZJR's ability to commercialize its product candidates in domestic markets
successfully will depend in part on the extent to which governmental
authorities, private health insurers, managed care programs, and other
organizations establish appropriate coverage and reimbursement levels for the
cost of EZJR's products and related treatments. There is significant
uncertainty related to the reimbursement of newly approved medical devices.
Third party payors are increasingly attempting to contain healthcare costs
and challenging the prices charged for medical products and services, both by
limiting coverage and by reducing the level of reimbursement for medical
devices. For example, the trend toward managed health care in the United
States, which could significantly influence the purchase of health care
services and products, as well as legislative proposals to reform health care
or reduce government insurance programs, may result in lower prices for the
product candidates or exclusion of any product candidates from coverage and
reimbursement programs. If third parties fail to provide adequate
reimbursement for EZJR's products, consumers and health care providers may
choose not to use EZJR's products, which could significantly reduce EZJR's
revenues from the sale of any approved product and prevent EZJR from
realizing an acceptable return on the Company's investment in product
development.
18
15. EZJR HAS NO COMMERCIAL PRODUCTION CAPABILITY AND EZJR MAY ENCOUNTER
PRODUCTION PROBLEMS OR DELAYS, WHICH COULD RESULT IN LOWER REVENUES.
To date, EZJR has not produced any products. To achieve anticipated customer
demand levels EZJR will need to find suppliers who can contract manufacturer
the products for the Company and provide the Company with adequate levels of
inventory. EZJR's contract manufacturers may not be able to maintain
acceptable quality standards. If EZJR cannot achieve the required level and
quality of production, the Company may need to outsource production or rely
on licensing and other arrangements with third parties. EZJR may not be able
to successfully outsource its production or enter into licensing or other
arrangements under acceptable terms with these third parties, which could
adversely affect its business. EZJR's inability to identify potential
manufacturers, or to enter into or maintain agreements with them on
acceptable terms, could delay or prevent the commercialization of its
products, which would adversely affect its ability to generate revenues and
could prevent the Company from achieving or maintaining profitability. In
addition reliance on third-party manufacturers could reduce EZJR's gross
margins and expose the Company to the risks inherent in relying on others.
EZJR may also encounter problems with production yields, shortages of
qualified personnel, production costs, and the development of advanced
manufacturing techniques and process controls.
16. EZJR WILL BE REQUIRED TO COMPLY WITH GOOD MANUFACTURING REQUIREMENTS,
AND ITS FAILURE TO DO SO MAY SUBJECT THE COMPANY TO FINES AND OTHER
PENALTIES.
EZJR, or its other third party manufacturers of its products must comply with
current good manufacturing practice, or cGMP, requirements demanded by
customers and enforced by the FDA through its facilities inspection program.
These requirements include quality control, quality assurance, and the
maintenance of records and documentation. EZJR, its collaborators, or other
third party manufacturers of EZJR's products may be unable to comply with
these cGMP requirements and with other FDA, state, and foreign regulatory
requirements. These requirements may change over time and EZJR, or third
party manufacturers, may be unable to comply with the revised requirements.
A failure to comply with these requirements may result in fines and civil
penalties, suspension of production, suspension or delay in product approval,
product seizure or recall, or withdrawal of product approval. If the safety
of any quantities supplied by third-parties is compromised due to their
failure to adhere to applicable laws or for other reasons, EZJR may not be
able to obtain regulatory approval for, or successfully commercialize,
product candidates that the Company may develop.
19
17. EZJR MAY INCUR SUBSTANTIAL LIABILITIES FROM ANY PRODUCT LIABILITY
CLAIMS, INCLUDING CLAIMS MADE AGAINST THIRD PARTIES EZJR HAS AGREED TO
INDEMNIFY.
EZJR faces an inherent risk of product liability exposure related to the
testing of its product candidates in human clinical trials, and will face an
even greater risk if the Company sells its product candidates commercially.
An individual may bring a liability claim against the Company if one of its
product candidates causes, or merely appears to have caused, an adverse
effect or injury. These risks will exist even for products developed that
may be cleared for commercial sale. If EZJR cannot successfully defend
itself against any product liability claims, EZJR may incur substantial
liabilities. Regardless of merit or eventual outcome, liability claims may
result in any one or a combination of the following:
o injury to EZJR's reputation;
o withdrawal of clinical trial participants;
o costs of related litigation;
o substantial monetary awards to patients or other claimants;
o decreased demand for EZJR's product candidates;
o loss of revenues; and
o the inability to commercialize EZJR's product candidates.
EZJR intends to secure limited product liability insurance coverage, but the
Company may not be able to obtain such insurance on acceptable terms with
adequate coverage, or at reasonable or affordable costs. The amount of
insurance coverage EZJR obtains may not be adequate to protect the Company
from all liabilities. EZJR may not have sufficient resources to pay for any
liabilities resulting from a claim beyond the limit of, or excluded from, its
insurance coverage.
20
18. EZJR'S SOLE OFFICER/DIRECTOR AND LARGEST SHAREHOLDER OWN A CONTROLLING
INTEREST IN EZJR'S VOTING STOCK AND OTHER SHAREHOLDERS WILL NOT HAVE ANY
VOICE IN THE COMPANY'S MANAGEMENT, WHICH COULD RESULT IN DECISIONS ADVERSE
TO EZJR'S GENERAL SHAREHOLDERS.
EZJR's sole officer/director and its second largest stockholder, in the
aggregate, beneficially own approximately or have the right to vote
approximately 68.9% of EZJR's outstanding common stock. As a result, these
two stockholders, acting together, will have the ability to control
substantially all matters submitted to EZJR's stockholders for approval
including:
a) election of EZJR's board of directors;
b) removal of any of EZJR's directors;
c) amendment of EZJR's Articles of Incorporation or bylaws; and
d) adoption of measures that could delay or prevent a change in control or
impede a merger, takeover or other business combination involving us.
As a result of their ownership and positions, these two individuals have the
ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions.
In addition, the future prospect of sales of significant amounts of shares
held by EZJR's director and executive officer could affect the market price
of its common stock if the marketplace does not orderly adjust to the
increase in shares in the market and the value of shareholder investment in
the company may decrease. Management's stock ownership may discourage a
potential acquirer from making a tender offer or otherwise attempting to
obtain control of EZJR, which in turn could reduce the stock price or prevent
the stockholders from realizing a premium over the stock price.
19. HOLDERS OF OUR COMMON STOCK HAVE A POTENTIAL RISK THAT CHANGE OF
CONTROL OR THE FOCUS OF THE COMPANY CAN TAKE PLACE WITHOUT THEIR VOTE.
Certain types of transactions may be entered into solely by Board of
Directors approval without stockholder ratification. EZJR's sole
officer/director and its second largest stockholder, together beneficially
own approximately or have the right to vote approximately 68.9% of EZJR's
outstanding common stock. Under Nevada law, certain actions that would
routinely be taken at a meeting of stockholders, may be taken by written
consent of stockholders having not less than the minimum number of votes that
would be necessary to authorize or take the action at a meeting of
stockholders. Thus, if stockholders holding a majority of the outstanding
shares decide by written consent to consummate an acquisition or a
reorganization, minority stockholders would not be given the opportunity to
vote on the issue. Non-affiliated shareholders will be less likely to be
given an opportunity to vote upon any type of acquisition or reorganization.
The affiliated shareholders of EZJR have a history of engaging in the type
of transactions that generate this risk. For example, they spun-off the
original Company of EZJR, formerly called IVPSA from Eaton Laboratories;
Eaton Laboratories itself was acquired by Hydrogen Hybrid Technologies; they
spun-off Basic Services from Eaton Laboratories, which later was acquired by
Adrenalina; and, Generic Marketing Services was spun-off of Basic Services.
Each spin-off took place without a non-affiliated shareholder vote.
21
They also owned stock in AngioGenex, Duska Therapeutics and Political Calls,
Inc. They sold their stock in Political Calls in January, 2008. In
November 2008, Political Calls, Inc. was acquired by Northern Empire Energy
Corp. and this company changed control of management. Duska Therapeutics
has subsequently renamed itself Cordex Pharma, Inc. in September, 2008, but
did not change control of its management.
RISKS RELATING TO EZJR'S COMMON SHARES
--------------------------------------
20. EZJR MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD
REDUCE SHAREHOLDERS' PERCENT OF OWNERSHIP AND MAY DILUTE EZJR'S SHARE
VALUE.
The future issuance of common stock may result in substantial dilution in the
percentage of EZJR's common stock held by EZJR's then existing shareholders.
EZJR may value any common stock issued in the future on an arbitrary basis.
The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares
held by EZJR's shareholders, and might have an adverse effect on any
trading market for EZJR's common stock.
21. EZJR'S COMMON SHARES ARE SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC
AND THE TRADING MARKET IN EZJR'S SECURITIES IS LIMITED, WHICH MAKES
TRANSACTIONS IN EZJR'S STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN
INVESTMENT IN EZJR'S STOCK.
The U. S. Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes relevant to
us, as any equity security that has a bid price of less than $4.00 per share,
subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules
require: (a) that a broker or dealer approve a person's account for
transactions in penny stocks; and (b) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and investment
experience objectives of the person; and (b) make a reasonable determination
that the transactions in penny stocks are suitable for that person and the
person has sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the
penny stock market, which, in highlight form: (a) sets forth the basis on
which the broker or dealer made the suitability determination; and (b) that
the broker or dealer received a signed, written agreement from the investor
22
prior to the transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make
it more difficult for selling shareholders to dispose of EZJR's Common shares
and cause a decline in the market value of EZJR's stock.
Disclosure also has to be made about the risks of investing in penny stocks
in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies available to an
investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in
penny stocks.
22. ALTHOUGH OUR STOCK CAN BE FOUND ON THE GREY SHEETS, A TRADING MARKET
HAS NOT DEVELOPED, AND THEREFORE, PURCHASERS OF OUR SECURITIES MAY HAVE
DIFFICULTY SELLING THEIR SHARES.
There is currently no active trading market in our securities and there are
no assurances that a market may develop or, if developed, may not be
sustained. Grey Market securities tend to be relatively illiquid. If no
market is ever developed for our common stock, it will be difficult for you
to sell any shares in our Company. In such a case, you may find that you
are unable to achieve any benefit from your investment or liquidate your
shares without considerable delay, if at all.
23. BECAUSE EZJR DOES NOT INTEND TO PAY ANY CASH DIVIDENDS ON ITS COMMON
STOCK, THE COMPANY'S STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON
THEIR SHARES UNLESS THEY SELL THEM.
EZJR intends to retain any future earnings to finance the development and
expansion of its business. EZJR does not anticipate paying any cash
dividends on its common stock in the foreseeable future. Unless EZJR pays
dividends, its stockholders will not be able to receive a return on their
shares unless they sell them. There is no assurance that stockholders will
be able to sell shares when desired.
24. EZJR MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY
ADVERSELY IMPACT SHAREHOLDER RIGHTS AS HOLDERS OF THE COMPANY'S COMMON STOCK.
EZJR's articles of incorporation authorize the Company to issue up to
5,000,000 shares of preferred stock. Accordingly, the board of directors
will have the authority to fix and determine the relative rights and
preferences of preferred shares, as well as the authority to issue such
shares, without further stockholder approval. As a result, the board of
directors could authorize the issuance of a series of preferred stock that
would grant to holders preferred rights to its assets upon liquidation, the
right to receive dividends before dividends are declared to holders of EZJR's
common stock, and the right to the redemption of such preferred shares,
together with a premium, prior to the redemption of the common stock. To the
extent that EZJR does issue such additional shares of preferred stock, the
shareholders rights as holders of common stock could be impaired thereby,
23
including, without limitation, dilution of shareholder ownership interests in
EZJR. In addition, shares of preferred stock could be issued with terms
calculated to delay or prevent a change in control or make removal of
management more difficult, which may not be in the best interest as holders
of common stock.
Item 2. Financial Information.
Management's Discussion and Analysis of Financial Condition and 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 December 30, 2005.
EZJR, Inc. is a development stage 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.
For the past two years, we have been working with the Cleveland Clinic,
Interplex Medical LLC and Rafi Avitsian, M.D. an anesthesiologist, the
inventor physician. It is our plan to develop and market central line
catheter, which contains a small catheter within a catheter that has the
ability to access the jugular bulb during anesthesiology. We have been
working with Dr. Avitsian, and Dr. Avitsian also recognizes that the design
of the catheter we are trying to develop is very difficult to replicate on
an economical basis. The catheter inside the larger catheter must make a
180 degree turn without crimping its opening to serve its purpose. We
signed an exclusive option agreement with the Cleveland which expired in
March, 2009. The Cleveland Clinic itself has not performed any work with
regard to the project subsequent to the expiration of the exclusive option
agreement. At this point, until we can find a solution to resolve this
inner-catheter dilemma it is not be prudent to pay for another extension of
the Exclusive Option Agreement, for something that may not materialize. If
we could resolve this design issue, we believe it might be worth paying for
another extension. Both Dr. Avitsian and ourselves would like to find an
economic solution to this design problem.
During the past two years, we have searched, without success, for other
engineering firms that can design this catheter to be mass produced on an
economical basis. During this time, our sole officer has contacted a number
of engineering firms to determine if they have the capabilities and
resources to design this type of catheter. In February, 2009, our sole
officer attended the
24
Medical Design and Manufacturing convention in Anaheim, California, and in
November, 2010, the BIOMEDevice Convention in San Jose California,
interviewing different engineering firms, without success. If we cannot
find a contract manufacturer who cannot overcome the problems we face with
the technical design of the proposed catheter, we would need to abandon this
project. At that time, we would either seek another medical device
opportunity or seek other opportunities for the Company.
Results of Operations for the quarter ended December 31, 2010.
--------------------------------------------------------------
We earned no revenues since our inception through December 31, 2010. 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 December 31, 2010, we generated no income.
Since our inception on August 14, 2006, through December 31, 2010 we
experienced a net loss of $107,456. Our loss was attributed to
organizational expenses and entering into an exclusive option agreement for
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 the filing of a registration statement
with the Securities Exchange Commission under the Securities Act of 1933. We
anticipate our ongoing operating expenses will also increase once we become a
reporting company under the Securities Exchange Act of 1934.
For the quarter ending December 31, 2010, we experienced a net loss of
$4,075 as compared to a net loss of $3,500 for the same period last year.
For the six months ending December 31, 2010, we experienced a net loss of
$(8,325) as compared to a net loss of $(5,000) for the same period last
year. The net loss for the six months ending December 31, 2010 was
attributed to legal fees of $5,000, audit fees of $3,250 and professional
fees of $75. For the same six month period last year ending December 31,
2009, the Company spent $2,500 on audit fees and $2,500 on legal fees. The
majority of our expenses since our inception involved the costs related to
the research and development of the central line catheter. These costs
included entering into two option contracts ($46,000), with the Cleveland
Clinic, and paying for catheter development costs (approximately $17,000).
Our auditor issued an opinion that our financial condition raises substantial
doubt about the Company's ability to continue as a going concern.
Revenues
--------
We generated no revenues for the period from August 14, 2006 (inception)
through December 31, 2010. We do not anticipate generating any revenues
for at least 28 months.
25
Going Concern
-------------
Our ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and our ability to achieve
and maintain profitable operations. The Company identified Interplex Medical
LLC to help engineer the catheter design. We are up-to-date in paying
Interplex for their services, and we do not owe them any monies. Management
and the physician inventor believe that Interplex was unable to engineer a
catheter design based on the required specifications. An officer of the
Company contributed capital to pay for the Interplex bill, and as such the
officer will not seek reimbursement.
Therefore, management plans to raise equity capital to finance the operating
and capital requirements of the Company, once it has successfully identified
an engineering firm that could design its proposed catheter so that it can be
mass produced economically. Management does not plan on seeking outside
capital until the catheter design problems have been resolved. Once the
design issues have been solved, management plans to seek additionally capital
as soon as it is feasibly possible to do so. While the Company is devoting 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. In the
meantime, the sole officer of the Company has agreed to contribute capital to
the Company, without seeking reimbursement from the Company, to keep the
Company operational and maintain its fully reporting requirements. These
conditions raise substantial doubt about the Company's ability to continue as
a going concern.
Off-Balance Sheet Arrangements
We have not entered into 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 of
operations, liquidity, capital expenditures or capital resources and would be
considered material to investors.
Item 3. Properties.
Our corporate headquarters are located at 2235 E. Flamingo, Suite 114,
Las Vegas, NV 89119. This space consists of a unit within a
commercial building that is also used by unrelated businesses. This space
is being provided by the Company's director on a rent free basis. We believe
our current office space is adequate for our immediate needs; however, as our
operations expand, we may need to locate and secure additional office space.
26
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table presents information, to the best of our knowledge,
about the ownership of our common stock on March 8, 2010 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director. The percentage of beneficial
ownership for the following table is based on 10,873,750 shares of common
stock outstanding.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power. It also includes shares of
common stock that the stockholder has a right to acquire within 60 days after
March 8, 2010 pursuant to options, warrants, conversion privileges or other
right. The percentage ownership of the outstanding common stock, however, is
based on the assumption, expressly required by the rules of the Securities
and Exchange Commission, that only the person or entity whose ownership is
being reported has converted options or warrants into shares of
EZJR's common stock.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
----------------------------------------------------------------------------
Common T J Jesky (2) Pres./Director 4,000,000 36.7%
Common Mark DeStefano (3) Shareholder 3,500,000 32.2%
---------------------------------------------------------------------------
All Executive Officers, Directors
as a Group (1 person) 4,000,000 36.7%
(1) The percentages listed in the Percent of Class column are based upon
10,873,750 issued and outstanding shares of Common Stock.
(2) T J Jesky, 2235 E. Flamingo, Suite 114, Las Vegas, NV 89119.
(3) Mark DeStefano, 500 N. Rainbow, Suite 300, Las Vegas, NV 89107.
27
Item 5. Directors and Executive Officers.
(a) Identification of Directors and Executive Officers.
The following table sets forth certain information regarding our current
directors and executive officers. Our executive officers serve two-year
terms.
Name Age Positions and Offices Held
--------------- --- --------------------------
T J Jesky 63 President, Secretary and Director
The Company is managed by T J Jesky, who has 22-years experience in the
pharmaceutical industry. He is a former Division Manager for Procter &
Gamble Pharmaceuticals. He began his pharmaceutical career in 1973 with
Norwich Pharmacal, whose headquarters were based in Norwich, New York. This
company subsequently changed its name to Norwich Eaton, and in 1981 it was
purchased by Procter & Gamble. Norwich Eaton subsequently changed its name
to Procter & Gamble Pharmaceuticals. Mr. Jesky held various positions in the
company, including but not limited to: District Manager, Key Account
Manager, Hospital Manager, Region Manager, Division Manager for U.S., Canada
and Puerto Rico. He resigned from Procter & Gamble in 1995. He became
President, CEO and sole stockholder of Studebaker's, Inc. a
restaurant/nightclub and real estate holding company in Arizona. He
privately sold this business in 1997. In 1997 through 1998, he owned and
operated a restaurant consulting business, named Ionosphere, Inc. In 1998,
he resigned from the Company when it was acquired by Axonyx, Inc., which is
currently trading on the NASDAQ National Market, under the name TorreyPines
Therapeutics, Inc. From 1996 through 1999 he was President and Chairman of
the Board of Boppers Holdings, Inc., a Nevada Corporation real estate
business; he resigned from the Company when it was acquired by e-Smart
Technologies, Inc. which is currently listed on the Pink Sheets. In August,
1998, Mr. Jesky founded Barrington Laboratories, Inc., he resigned from the
Company when it was acquired by ModernGroove Entertainment, in January, 2001
and subsequently acquired by Immediatek, Inc. Immediatek is currently traded
on the OTC-BB. From February, 2000 to March, 2007, he held the position as
President/Director of Eaton Laboratories, Inc. In March, 2007, Eaton
Laboratories was acquired by Hydrogen Hybrid Technologies, Inc, a Canadian-
based firm which is currently traded on OTC-BB under the stock symbol HYHY.
From inception to present, he has held the position as President/ Director of
IVPSA Corporation. IVPSA Corporation was a subsidiary of Eaton Laboratories.
IVPSA Corporation subsequently merged with EZJR, Inc.
(b) Family Relationships.
None.
(c) Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no criminal proceedings
and no judgments, injunctions, orders or decrees material to the evaluation
of the ability and integrity of any director, executive officer, promoter or
control person of the Registrant during the past five years.
28
(d) Affiliated Companies
The SEC reporting associated companies that two major shareholders of EZJR,
Inc. have been affiliates of are listed in the following table:
Original Original
Incorporation Date of SEC Date
Name Incorporation File # of Filing Status (1)
------------- ------------ ---------- --------- ----------
Eaton Laboratories 02/02/2000 333-76242 04/18/2006 Merger (2)
Basic Services, Inc. 03/28/2007 333-142739 05/09/2007 Merger (3)
Generic Marketing 07/19/2007 333-145132 08/06/2007 Change (4)
Services in Business
Plan/Different
Management
EZJR, Inc. 08/14/2006 000-53810 No Change
formerly known as 000-51861 07/28/2008
IVPSA Corporation
(1) Under Status, "Merger" represents a merger has occurred and the company is
now operating under a different management and a different business plan.
(2) On March 30, 2007, Eaton Laboratories was acquired by Hydrogen Hybrid
Technologies, Inc. The affiliates' had management control and voting
control over Eaton Laboratories until March 30, 2007.
(3) Basic Services was a dividend spin off of Eaton Laboratories that took
place April 30, 2007. All of the shareholders of Eaton Laboratories received
a one-for-one dividend share in Basic Services based on their pro-rata
ownership in Eaton Laboratories. On October 26, 2007, Basic Services, Inc.
was acquired by Adrenalina.
(4) Generic Marketing Services, Inc. was a subsidiary of Basic Services.
All of the shareholders of Basic Services received a one-for-one dividend
share in Generic Marketing Services based on their pro-rata ownership in
Basic Services on October 24, 2007. On July 10, 2008, the affiliates' no
longer had control ownership of Generic Marketing Servcies. On August 28,
2008, Generic Marketing Services, Inc. added three directors to its board of
directors and appointed a CEO. On October 7, 2008, Generic Marketing
Services changed its corporate name to Total Nutraceutical Solutions. On
December 31, 2009, the Board of Directors accepted the resignation of Generic
Marketing Services' founder. Generic Marketing Services' original business
plan was to provide outsourced sales services to producers of pharmaceutical
products and over-the counter products who do not have their own sales
organizations. Total Nutraceutical Solutions is currently developing and
marketing over-the-counter organic nutraceutical products, specifically
mushroom dietary supplements.
(5) EZJR, Inc., formerly known as IVPSA Corporation, was a dividend spin off
of Eaton Laboratories that took place November 1, 2006. All of the
shareholders of Eaton Laboratories received a one-for-one dividend share in
IVPSA Corporation based on their pro-rata ownership in Eaton Laboratories.
None of the above companies generated any revenue before the
change-in-control transaction.
29
Item 6. Executive Compensation.
The Company's sole officer and sole director have not received any cash
remuneration or compensation since inception.
Summary Compensation Table
--------------------------
All
Fiscal Other
Year Compen-
Ending Salary Bonus Awards sation Total
Name and Principal Position June 30 ($) ($) ($) ($) ($)
----------------------------------------------------------------------------
T J Jesky CEO/Dir. 2010 -0- -0- -0- -0- -0-
2009 -0- -0- -0- -0- -0-
2008 -0- -0- -0- -0- -0-
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of
its employees.
We do not have any employment agreements with our officers/directors. We do
not maintain key-man life insurance for any our executive officers/directors.
We do not have any long-term compensation plans or stock option plans.
Stock Option Grants
-------------------
We did not grant any stock options to the executive officers or directors
from inception through fiscal year end June 30, 2010.
Outstanding Equity Awards at Fiscal Year-Ending June 30, 2010 or through
December 31, 2010.
------------------------------------------------------------------------
We did not have any outstanding equity awards as of June 30, 2010 or through
December 31, 2010.
Option Exercises for Fiscal Year-Ending June 30, 2010 or through December 31,
2010.
------------------------------------------------------------------------------
There were no options exercised by our named executive officer in fiscal year
ending June 30, 2010 or through December 31, 2010.
30
Potential Payments upon Termination or Change in Control
--------------------------------------------------------
We have not entered into any compensatory plans or arrangements with respect
to our named executive officer, which would in any way result in payments to
such officer because of his resignation, retirement, or other termination of
employment with us or our subsidiaries, or any change in control of, or a
change in his responsibilities following a change in control.
Director Compensation
---------------------
We did not pay our directors any compensation during fiscal years ending
June 30, 2010, June 30, 2009 or June 30, 2008 or through December 31, 2010.
Item 7. Certain Relationships and Related Transactions, and Director
Independence.
When we acquired and purchased EZJR, in July, 2008, the CEO of the original
EZJR owned one hundred (100) shares of IVPSA, out of 10,873,750 issued and
outstanding shares. When we acquired the original EZJR, the CEO of
EZJR resigned his position as director and officer of the original EZJR.
He still owns one hundred (100) shares of the Company.
The Company does not lease or rent any property. Office space is being
provided by the Company's director on a rent free basis. The Company
believes that its current facilities are adequate for its needs through the
next twelve months, and that, should it be needed, suitable additional space
will be available to accommodate expansion of the Company's operations on
commercially reasonable terms, although there can be no assurance in this
regard.
The sole officer and director of the Company is 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.
The sole officer/director has contributed approximately $83,000 to keep the
Company in operation since its inception, and intends to contribute
additional capital to keep the Company fully reporting and operational for
the next twelve (12) months, without seeking reimbursement for funds
contributed.
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. 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.
Except as otherwise indicated herein, there have been no related party
transactions, or any other transactions or relationships required to be
disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.
31
Item 8. Legal Proceedings.
There are presently no material pending legal proceedings to which the
Registrant is a party or as to which any of its property is subject, and no
such proceedings are known to the Registrant to be threatened or contemplated
against it.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
(a) Market Information
EZJR Common Stock, $0.001 par value, can be found on the Grey sheets under
the symbol: EZJR. There are no market markers on the Grey Sheets. 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.
There have been no trades of the Company's stock. There are no assurances
that a market will ever develop for the Company's stock.
(b) Holders of Common Stock
As of March 8, 2011, there were approximately 100 holders of record of our
Common Stock and 10,873,750 shares outstanding.
(c) Dividends
In the future we intend to follow a policy of retaining earnings, if any, to
finance the growth of the business and do not anticipate paying any cash
dividends in the foreseeable future. The declaration and payment of future
dividends on the Common Stock will be the sole discretion of board of
directors and will depend on our profitability and financial condition,
capital requirements, statutory and contractual restrictions, future
prospects and other factors deemed relevant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
There are no outstanding grants or rights or any equity compensation plan in
place.
(e) Recent Sales of Unregistered Securities
The Company did not issue any shares during the fiscal years ended
June 30, 2010, June 30, 2009 or June 30, 2008, or through the
six month period ending December 31, 2010.
(f) Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the years ended
June 30, 2010, June 30, 2009 or June 30, 2008, or through the
six month period ending December 31, 2010.
32
Item 10. Recent Sales of Unregistered Securities.
EZJR, Inc. was a wholly-owned subsidiary of Eaton Laboratories. The shares
of EZJR were issued to each of Eaton's shareholders as a spin-off dividend of
Eaton Laboratories, Inc. in November, 2006. There have been no other
issuances of stock.
The Company did not issue any shares during the fiscal years ended June 30,
2010, June 30, 2009 or June 30, 2008, or through the six month period ending
December 31, 2010. No securities have been issued for services. Neither the
Registrant nor any person acting on its behalf offered or sold the securities
by means of any form of general solicitation or general advertising. No
services were performed by any purchaser as consideration for the shares
issued.
Item 11. Description of Registrant's Securities to be Registered.
(a) Capital Stock.
The Company is authorized by its Certificate of Incorporation to issue an
aggregate of 75,000,000 shares of capital stock, of which 70,000,000 are
shares of Common Stock and 5,000,000 are shares of Preferred Stock. As of
March 8, 2011, 10,873,750 shares of Common Stock and zero shares of
Preferred Stock were issued and outstanding.
Common Stock
All outstanding shares of Common Stock are of the same class and have equal
rights and attributes. The holders of Common Stock are entitled to one vote
per share on all matters submitted to a vote of stockholders of the Company.
All stockholders are entitled to share equally in dividends, if any, as may
be declared from time to time by the Board of Directors out of funds legally
available. In the event of liquidation, the holders of Common Stock are
entitled to share ratably in all assets remaining after payment of all
liabilities. The stockholders do not have cumulative or preemptive rights.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of up to 5,000,000
shares of Preferred Stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, our
Board of Directors is empowered, without stockholder approval, to issue
Preferred Stock with dividend, liquidation, conversion, voting, or other
rights which could adversely affect the voting power or other rights of the
holders of the Common Stock. In the event of issuance, the Preferred Stock
could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company. Although we have
no present intention to issue any shares of our authorized Preferred Stock,
there can be no assurance that the Company will not do so in the future.
33
The description of certain matters relating to the securities of the Company
is a summary and is qualified in its entirety by the provisions of the
Company's Certificate of Incorporation and By-Laws, copies of which have been
filed as exhibits to this Form 10.
(b) Debt Securities.
None.
(c) Warrants and Rights.
None.
(d) Other Securities to Be Registered.
None.
Rule 144
--------
In general, Rule 144 promulgated by the U.S. Securities and Exchange
Commission pursuant to the Securities Act, provides a safe harbor for a
person to sell securities that have not been registered under the Securities
Act. In general, following a six-month holding period, a shareholder who is
not an affiliate of the issuer, may sell restricted shares of the issuer if
the issuer has made current public information available; following a
one-year period, the current public information requirement is no longer
applicable.
Pursuant to paragraph (1)(i) of Rule 144, the provisions of Rule 144 are not
available for the resale of securities initially issued by a "shell company",
which is defined as (i) an issuer, other than a business combination related
shell company (as defined in Rule 405) or an asset-backed issuer (as defined
in Item 1101(b) of Regulation AB) that has no or nominal operations and
either (1) no or nominal assets, (2) assets consisting solely of cash and cash
equivalents or (3) assets consisting of any amount of cash and cash equivalents
and nominal other assets; or (ii) an issuer that has been at any time
previously an issuer described in clause (i) above.
Notwithstanding Rule 144(1)(i), if the issuer of the securities
previously had been a shell company but has ceased to be a shell company; is
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act; has filed all reports and other materials required to be filed by Section
13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports
and materials), other than Form 8-K reports; and has filed current "Form 10
information" with the SEC reflecting its status as an entity that is no
longer a shell company, then those securities may be sold subject to the
requirements of Rule 144 after one year has elapsed from the date that the
issuer filed "Form 10 information" with the SEC.
34
Item 12. Indemnification of Directors and Officers.
Our Articles and By-laws provide to the fullest extent permitted by law, our
directors or officers, former directors and officers, and persons who act at
our request as a director or officer of a body corporate of which we are a
shareholder or creditor shall be indemnified by us. We believe that the
indemnification provisions in our By-laws are necessary to attract and retain
qualified persons as directors and officers. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act" or
"Securities Act") may be permitted to directors, officers or persons
controlling us pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Item 13. Financial Statements and Supplementary Data.
We set forth below a list of our audited financial statements included in
this Registration Statement on Form 10.
Fiscal Year ending June 30, 2009 (audited)
------------------------------------------
PAGE
----
Independent Auditors' Report F-1a
Balance Sheets F-2a
Statements of Operations F-3a
Statements of Changes in Stockholders' Equity F-4a-5a
Statements of Cash Flows F-6a
Notes to Financials F-7a
------------
For Quarter ending December 31, 2010 (unaudited)
------------------------------------------------
Balance Sheets F-1b
Statements of Operations F-2b
Statements of Cash Flows F-3b
Notes to Financials F-4b
*Page F-1 follows page 35 to this Registration Statement on Form 10.
35
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
(a) Dismissal of Moore & Associates, Chartered
On August 27, 2009, the Public Company Accounting Oversight Board ("PCAOB")
revoked the registration of Moore and Associates, Chartered because of
violations of PCAOB rules and auditing standards in auditing the financial
statements, PCAOB rules and quality controls standards, and Section 10(b) of
the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
noncooperation with a Board investigation.
On August 11, 2009 (the "Dismissal Date"), the Board of Directors of
EZJR, Inc. (the "Registrant") voted to terminate its relationship with
Moore & Associates, Chartered, as its independent registered public
accounting firm.
The reports of Moore & Associates, Chartered on the audited financial
statements of the Registrant for the fiscal years ended June 30, 2008 and
2007 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles, except a going concern qualification in its audit report dated
September 23, 2008 on the Registrant's financial statements for the fiscal
years ended June 30, 2008 and June 30, 2007.
During the Registrant's two most recent fiscal years, the subsequent
interim periods thereto, and through the Dismissal Date, there were no
disagreements (as defined in Item 304 of Regulation S-K) with Moore &
Associates, Chartered on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moore & Associates,
Chartered, would have caused it to make reference in connection with its
opinion to the subject matter of the disagreement. Further, during the
Registrant's two most recent fiscal years, the subsequent interim periods
thereto, and through the Dismissal Date, there were no reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K).
The Company was unable to obtain an Exhibit 16 letter for this amended
Form 10 because Moore and Associates, Chartered stated that they will not
be providing the requested letter. Under Rule 12b-21(b) the management of
the Company believes it would be required to undertake an unreasonable
effort and expense in obtaining an Exhibit 16 letter for its former
auditor. Therefore, the Company has not expended its resources in obtaining
this letter. An Exhibit 16 letter is a statement from the previous auditor
included in the Current Report filed on Form 8-K that he has read the
statements about my firm included in the Form 8-K filing and either agrees
or disagrees with the statements contained therein.
36
(b) Engagement of Seale and Beers, CPAs
On August 11, 2009 (the "Engagement Date"), the Registrant's Board of
Directors approved the appointment of Seale and Beers, CPAs as the
Registrant's independent registered public accounting firm. During the
Registrant's two most recent fiscal years, the subsequent interim periods
thereto, and through the Engagement Date, neither the Registrant nor anyone
on its behalf consulted the Current Accountants regarding either (1) the
application of accounting principles to a specified transaction regarding the
Company, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements; or (2) any matter
regarding the Company that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to
Item 304 of Regulation S-K) or a reportable event (as defined in Item
304(a)(1)(v) of Regulation S-K).
37
Item 15. Financial Statements and Exhibits.
(a) Financial Statements.
The financial statements included in this Registration Statement on Form 10
are listed in Item 13 and commence following page 35.
(b) 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
Corrected Bylaws 10/A 9/30/09 3.2 12/21/09
------------------------------------------------------------------------------
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.
------------------------------------------------------------------------------
10.3 Purchase Order with 10 3/31/10 10.3 5/27/10
Interplex Medical LLC,
Dated, Nov. 27, 2007
------------------------------------------------------------------------------
10.4 Letter from CEO 10 3/31/10 10.4 5/27/10
dated March 24, 2010
------------------------------------------------------------------------------
38
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: May 4, 2011 EZJR, Inc.
-----------
By: /s/ T J Jesky
-------------------------------------
T J Jesky
President, Secretary
Director
Principal Executive Officer
39
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
--------------------------------
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors
EZJR, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of EZJR, Inc. (A Development
Stage Company) as of June 30, 2010 and 2009, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the years then
ended June 30, 2010 and 2009, and for the period from inception on
August 14, 2006 through June 30, 2010. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of EZJR, Inc. (A
Development Stage Company) as of June 30, 2010 and 2009, and the related
statements of operations, stockholders' equity (deficit) and cash flows for
the years then ended June 30, 2010 and 2009, and for the period from
inception on August 14, 2006 through June 30, 2010, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is currently in the development stage with
no history of operations and has incurred significant losses since
inception. These factors raise substantial doubt about its ability to
continue as a going concern. Management's plans concerning these matters
are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
-------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
October 12, 2010
Except for Note 1, which is dated January 25, 2011 and Notes 3 and 10,
which are dated March 9, 2011.
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
Phone: (888)727-8251 Fax: (888)782-2351
F-1a
EZJR, Inc.
(A Development Stage Company)
Balance Sheets
Restated Restated
June 30, June 30,
2010 2009
----------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ - $ -
Prepaid expenses - 3,500
----------- -------------
Total current assets - 3,500
------------ -------------
TOTAL ASSETS $ - $ 3,500
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expense $ 5,230 $ 3,980
------------ -------------
Total liabilities 5,230 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 6/30/10 and 6/30/09 respectively 10,873 10,873
Additional paid-in capital 83,028 71,028
(Deficit) accumulated during development
stage (99,131) (82,381)
------------ -------------
Total stockholders' equity (5,230) (480)
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ 3,500
============ =============
The accompanying notes are an integral part of these financial statements.
F-2a
EZJR, Inc.
(A Development Stage Company)
Statements of Operations
Restated
For the years August 14,
ended June 30, 2006
----------------------- (inception) to
Restated June 30,
2010 2009 2010
----------- ----------- --------------
REVENUE $ - $ - $ -
----------- ----------- --------------
EXPENSES:
Audit fees 9,250 5,500 16,250
Incorporating fees - - 430
Impairment - 4,000 4,000
Legal fees 7,500 - 7,500
Option contract - - 46,000
Professional fees - 7,410 7,914
Research & Development - 280 17,037
----------- ----------- --------------
Total expenses 16,750 17,190 99,131
----------- ----------- --------------
Net (loss) before income
taxes (16,750) (17,190) (99,131)
Income tax expense - - -
----------- ----------- --------------
NET (LOSS) $ (16,750) $ (17,190) $ (99,131)
=========== =========== ==============
(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.
F-3a
EZJR, Inc.
(A Development Stage Company)
Statements of Stockholders' Deficit
(Deficit)
Preferred Accumulated
Stock Common Stock Additional During
------------- ------------------ Paid-in Development
Shares Amount Shares Amount Capital Stage Total
------ ------ ---------- ------- -------- ---------- --------------
August 14,
2006
Contributed
capital (cash) 36,430 36,430
August 14,
2006
stock issued
as a dividend
from Eaton
Laboratories
at $0.001
per share 10,873,750 10,873 (10,873) -
Net (loss)
for the
year ended
June 30,
2007 (36,430) (36,430)
------ ------ ---------- ------- -------- ---------- --------------
Balance,
June 30,
2007 - - 10,873,750 10,873 25,557 (36,430) -
February 2008
Contributed
capital (cash) 2,500 2,500
April 2008
Contributed
capital (cash) 10,000 10,000
June 2008
Contributed
capital (cash) 8,004 8,004
F-4a
EZJR, Inc.
(A Development Stage Company)
Statements of Stockholders' Deficit (Continued)
(Deficit)
Preferred Accumulated
Stock Common Stock Additional During
------------- ------------------ Paid-in Development
Shares Amount Shares Amount Capital Stage Total
------ ------ ---------- ------- -------- ---------- --------------
Net (loss)
for the
year ended
June 30,
2008 (28,761) (28,761)
------ ------ ---------- ------- -------- ---------- --------------
Balance,
June 30,
2008
(Restated) - - 10,873,750 10,873 46,061 (65,191) (8,257)
July 2008
Contributed
Capital (cash) 4,000 4,000
September
2008
Contributed
capital (cash) 1,500 1,500
December
2008
Contributed
capital (cash) 19,467 19,467
Net (loss)
for the
year ended
June 30,
2009 (17,190) (17,190)
------ ------ ---------- ------- -------- ----------- --------------
Balance,
June 30,
2009
(restated) - $ - 10,873,750 $10,873 $71,028 $ (82,381) $ (480)
F-5a
EZJR, Inc.
(A Development Stage Company)
Statements of Stockholders' Deficit (Continued)
(Deficit)
Preferred Accumulated
Stock Common Stock Additional During
------------- ------------------ Paid-in Development
Shares Amount Shares Amount Capital Stage Total
------ ------ ---------- ------- -------- ---------- --------------
December
2009
Contributed
capital (services) 2,500 2,500
January
2010
Contributed
capital (cash) 500 500
March
2010
Contributed
capital (services) 2,500 2,500
May
2010
Contributed
capital (cash) 4,000 4,000
June
2010
Contributed
capital (services) 2,500 2,500
Net (loss)
for the
year ended
June 30,
2010 (16,750) (16,750)
------ ------ ---------- ------- -------- ----------- --------------
Balance,
June 30,
2010
(restated) - $ - 10,873,750 $10,873 $83,028 $ (99,131) $ (5,230)
====== ====== ========== ======= ======== =========== ==============
The accompanying notes are an integral part of these financial statements.
F-6a
EZJR, Inc.
(A Development Stage Company)
Statements of Cash Flows
Restated
For the years August 14,
ended June 30, 2006
----------------------- (inception) to
Restated June 30,
2010 2009 2010
----------- ----------- --------------
OPERATING ACTIVITIES:
Net (loss) $ (16,750) $ (17,190) $ (99,131)
Impairment - 4,000 4,000
Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
(Increase) in prepaid expense 3,500 (3,500) -
(Decrease) increase in accounts
payable - (14,277) 1,480
Increase in accrued expense 1,250 2,500 3,750
----------- ----------- --------------
Net cash (used) by operating
activities (12,000) (28,467) (93,901)
----------- ----------- --------------
FINANCING ACTIVITIES:
Contributed capital 12,000 20,967 93,901
----------- ----------- --------------
Net cash provided by financing
activities 12,000 20,967 93,901
----------- ----------- --------------
NET INCREASE (DECREASE) IN CASH - (7,500) -
CASH AND EQUIVALENTS - BEGINNING - 7,500 -
----------- ----------- --------------
CASH AND EQUIVALENTS - ENDING $ - $ - $ -
=========== =========== ==============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ 7,500 $ - $ 7,500
Capital for investment $ - $ 4,000 $ 4,000
The accompanying notes are an integral part of these financial statements.
F-7a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 1. General Organization and Business
The Company was organized on August 14, 2006 (Date of Inception) under the
laws of the State of Nevada, as IVPSA Corporation. The Company was
incorporated as a wholly owned subsidiary of Eaton Laboratories, Inc., a
Nevada corporation. Eaton Laboratories was incorporated February 2, 2002,
and, at the time of spin off was listed on the Over the Counter Bulletin
Board.
The directors of Eaton Laboratories approved a spin off of its IVPSA
subsidiary in the form of a stock dividend as of November 1, 2006 (the
"Record Date"). The record shareholders of Eaton received one (1)
unregistered common share, par value $0.001, of IVPSA Corporation common
stock for every share of Eaton Laboratories common stock owned. The IVPSA
Corporation stock dividend was based on 10,873,750 shares of Eaton common
stock that were issued and outstanding as of the record date. Since IVPSA's
business was related to developing medical devices and Eaton's business was
related to developing generic pharmaceutical products, the Eaton directors
decided it was in the best interest of Eaton and IVPSA's shareholders to
spin off IVPSA to minimize any potential of conflict of interest, in
accessing funding.
The spin-off transaction was accomplished by the distribution of certain
intellectual property, representing industry contacts, third party
relationships and trade secrets. It did not include the transfer of any hard
assets or liabilities. This spin off was valued at par value since the
company held no assets, was uncertain as to future benefit, the stock was not
trading, and the company had not yet received a stock symbol.
Eaton retained no ownership in IVPSA Corporation following the spin off.
IVPSA Corporation is no longer a subsidiary of Eaton Laboratories.
On July 25, 2008, EZJR, Inc., a Nevada corporation and IVPSA Corporation,
entered into an Acquisition Agreement and Plan of Merger whereby IVPSA was
the successor corporation. Immediately upon the effectiveness of the
merger, the original EZJR ceased to exist. At the time of the merger, the
original EZJR, Inc. had no assets, liabilities or any cash flows. Upon
effectiveness of the merger of the two entities, IVPSA changed its corporate
name to EZJR, Inc. The business plan of the original EZJR was to find a
merger candidate or business acquisition transaction to take over its fully
reporting requirements.
F-8a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 1. General Organization and Business (Continued)
The Company is a development stage entity in accordance with FASB ASC 915,
"Accounting and Reporting by Development Stage Entities". The Company plans
to develop and market medical devices.
NOTE 2. Summary of Significant Accounting Practices
Basis of Accounting
-------------------
The basis is United States generally accepted accounting principles.
NOTE 2. Summary of Significant Accounting Practices (Continued)
Earnings per Share
------------------
The basic earnings (loss) per share is calculated by dividing the Company's
net income (loss) available to common shareholders by the weighted average
number of common shares during the year. The diluted earnings (loss) per
share is calculated by dividing the Company's net income (loss) available to
common shareholders by the diluted weighted average number of shares
outstanding during the year. The diluted weighted average number of shares
outstanding is the basic weighted number of shares adjusted as of the first
of the year for any potentially dilutive debt or equity.
The Company has not issued any options or warrants or similar securities
since inception.
Research and development costs
------------------------------
Research and development costs are expensed as incurred. The amounts of
costs expensed for the years ended June 30, 2010 and 2009, were $0 and $280,
respectively.
F-9a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 2. Summary of Significant Accounting Practices (Continued)
Revenue recognition
-------------------
The Company applies the provision of FASB ASC 605, Revenue Recognition,
which provides guidance on the recognition, presentation and disclosure of
revenue in financial statements. ASC 605 outlines the basic criteria that
must be met to recognize revenue and provides guidance for the disclosure of
revenue recognition policies. The Company recognizes revenue related to
product sales when (i) persuasive evidence of the arrangement exists, (ii)
shipment has occurred, (iii) the fee is fixed or determinable, and (iv)
collectability is reasonably assured. For the period from August 14, 2006
(inception) to June 30, 2010, the Company has not recognized any revenues.
Dividends
---------
The Company has not yet adopted any policy regarding payment of dividends.
No Dividends have been paid during the period from inception on August 14,
2006 through June 30, 2010.
Income Taxes
------------
The provision for income taxes is the total of the current taxes payable and
the net of the change in the deferred income taxes. Provision is made for
the deferred income taxes where differences exist between the period in which
transactions affect current taxable income and the period in which they enter
into the determination of net income in the financial statements.
Year-end
--------
The Company originally selected December 31 as its year-end. On March 31,
2008 the board of directors and majority of shareholders accepted a change
of the year-end to June 30.
Advertising
-----------
Advertising is expensed when incurred. There has been no advertising
during the period.
F-10a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 2. Summary of Significant Accounting Practices (Continued)
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
Going concern
-------------
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplates continuation of the Company as a going concern.
As shown in the accompanying financial statements, the Company is a
development stage company with no history of operations, limited assets, and
has incurred operating losses since inception. These factors, among others,
raise substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability to
obtain additional operating capital, commence operations, provide competitive
services, and ultimately to attain profitability. The Company intends to
acquire additional operating capital through equity offerings. There is no
assurance that the Company will be successful in raising additional funds.
NOTE 3 -- MERGER WITH EZJR (the reporting Company)
On July 25, 2008, EZJR, Inc., a Nevada corporation and IVPSA Corporation,
entered into an Acquisition Agreement and Plan of Merger whereby IVPSA was
the successor corporation. Immediately upon the effectiveness of the
merger, the original EZJR ceased to exist. At the time of the merger, the
original EZJR, Inc. had no assets, liabilities or any cash flows. Upon
effectiveness of the merger of the two entities, IVPSA changed its corporate
name to EZJR, Inc. The business plan of the original EZJR was to find a
merger candidate or business acquisition transaction to take over its fully
reporting requirements.
F-11a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 3 -- MERGER WITH EZJR (the reporting Company) (Continued)
Pursuant to Nevada Revised Statutes Chapter 92A, both companies under Nevada
law were required to file Articles of Merger. The Articles of Merger state
that IVPSA became the surviving entity. The financials are presented as if
they were consolidated financials for IVPSA and EZJR, as the financials
represent both entities. However, once the Articles of Merger were filed
with the Nevada Secretary of State, both companies aligned and became a
single entity. Therefore, since only one entity exists, the financials are
not classified as consolidated, although they represent both entities.
The Articles of Merger filed with the Nevada Secretary of State, changed the
corporate name of the consolidated companies to EZJR, Inc.
NOTE 4 - Stockholders' equity
The Company is authorized to issue 70,000,000 shares of its $0.001 par value
common stock and 5,000,000 shares of its $0.001 par value preferred stock.
The Company was a subsidiary of Eaton Laboratories, Inc. On November 1,
2006, the record shareholders of Eaton received a spin off dividend of one
(1) common share, par value $0.001, of IVPSA Corporation common stock for
every share of Eaton Laboratories common stock owned.
As of June 30, 2010, EZJR, Inc. has 10,873,750 of its common stock issued
and outstanding and none of its preferred stock issued nor outstanding.
There have been no other issuances of common stock.
F-12a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 5. Related Party Transactions
The Company does not lease or rent any property. Office space is being
provided by the Company's director on a rent free basis. The amount is not
considered material to the financial statements. The Company believes that
its current facilities are adequate for its needs through the next twelve
months, and that, should it be needed, suitable additional space will be
available to accommodate expansion of the Company's operations on
commercially reasonable terms, although there can be no assurance in this
regard
The sole officer and director of the Company is 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.
The sole officer and director of the Company is not compensated for his
services. The Company does not anticipate paying compensation to any
officer/director until the Company can generate a profit on a regular basis.
Further, the executive officer/director of the Company has no plans to take
any salary until the Company can generate a profit on a regular basis.
There are no Employment Agreements in place, and the sole officer/director
will not be compensated for services previously provided. He will receive no
accrued remuneration.
The sole officer/director has contributed funds to the operations of the
Company, in order to keep it fully reporting and operational for the next
twelve (12) months, without seeking reimbursement for funds contributed.
NOTE 6. Exclusive Option Agreement
The Company entered into an "Exclusive Option Agreement" with the Cleveland
Clinic, Cleveland, Ohio, on March 15, 2007 to investigate and conduct due
diligence with respect to the commercial viability of the licensable
technology prior to executing a formal License Agreement. The Company paid
the Cleveland Clinic, a nonrefundable fee of $36,000 for a one year Option
Agreement and another $10,000 nonrefundable fee to extend the option
agreement for another year. The agreement terminated in March, 2009.
This was accounted on our Statement of Operations as an Option Contract.
The expense was recognized upon payment for the option.
F-13a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 7. Provision for Income Taxes
The Company accounts for income taxes under FASB ASC 740, "Accounting for
Income Taxes", which requires use of the liability method. ASC 740 provides
that deferred tax assets and liabilities are recorded based on the
differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes, referred to as temporary
differences. Deferred tax assets and liabilities at the end of each period
are determined using the currently enacted tax rates applied to taxable
income in the periods in which the deferred tax assets and liabilities are
expected to be settled or realized.
The computation of limitations relating to the amount of such tax assets, and
the determination of appropriate valuation allowances relating to the
realizing of such assets, are inherently complex and require the exercise of
judgment. As additional information becomes available, we continually assess
the carrying value of our net deferred tax assets.
The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate to income before provision for income
taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
------
Total -%
NOTE 8. Operating Leases and Other Commitments
The Company has no leases or other obligations.
F-14a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
NOTE 9. Recent Pronouncements
The Company's management has evaluated all the recently issued accounting
pronouncements through the filing date of these financial statements and
does not believe that any of these pronouncements will have a material impact
on the Company's financial position and results of operations.
NOTE 10. RESTATEMENT
The Company restated its financial statements as of and for the years ending
June 30, 2010 and 2009. The June 30, 2009 year-end financials reflect a
correction to the financials concerning additional paid-in capital of $4,000
and an offsetting impairment of $4,000. The Company was obligated to pay
the original EZJR's sole shareholder $4,000 as merger consideration. The
Company's two major shareholders loaned $4,000 to the Company and the Company
paid the merger consideration. The $4,000 loan were subsequently forgiven by
the shareholders. The Company's summarized financial statements comparing
the restated financial statements to those originally filed are as follows:
Year Ended
June 30, 2009
Originally
Reported Restated Difference
---------- ---------- ----------
Balance Sheet
Additional Paid-in Capital 67,028 71,028 4,000
Total Liabilities and Stockholders' Equity
(Deficit) 78,381 82,381 (4,000)
Statement of Operations
Expenses:
Impairment - 4,000 4,000
Total Expenses 13,190 17,190 4,000
------- -------- --------
Net Loss (13,190) (17,190) (4,000)
========== ========= ==========
Statement of Cash Flows
Operating Activities $(28,467) $(32,467) $( 4,000)
Financing Activities $ 20,967 $ 24,967 $ 4,000
F-15a
EZJR, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2010
Year Ended
June 30, 2010
Originally
Reported Restated Difference
---------- ---------- ----------
Balance Sheet
Additional Paid-in Capital 79,028 83,028 4,000
Total Liabilities and Stockholders' Equity
(Deficit) 95,131 99,131 (4,000)
NOTE 11. Subsequent Events
The Company has evaluated subsequent events through the date of this
report, with no subsequent events to be reported.
F-16a
EZJR, Inc.
(A Development Stage Company)
Condensed Balance Sheets
(Unaudited)
December 31, June 30,
2010 2010
(Restated) (Restated)
----------- -------------
ASSETS
Current assets:
Prepaid expenses $ - $ -
----------- -------------
Total current assets - -
------------ -------------
TOTAL ASSETS $ - $ -
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expense $ 1,575 5,230
------------ -------------
Total liabilities 1,575 5,230
------------ -------------
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
10,873,750 issued and outstanding
as of 12/31/10 and 6/30/10 respectively 10,873 10,873
Additional paid-in capital 95,008 83,028
(Deficit) accumulated during development
stage (107,456) (99,131)
------------ -------------
Total stockholders' equity (deficit) (1,575) (5,230)
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============ =============
The accompanying notes are an integral part of these financial statements.
F-1b
EZJR, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
August 14,
2006
For the For the (Inception)
Three Months Ended Six Months Ended to
------------------------ ------------------------ Dec. 31,
Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2010
2010 2009 2010 2009 (Restated)
----------- ----------- ----------- ----------- ------------
REVENUE $ - $ - $ - $ - $ -
----------- ----------- ----------- ----------- ------------
EXPENSES:
Audit fees 1,500 1,000 3,250 2,500 19,500
Incorporating
fees - - - - 430
Impairment - - - - 4,000
Legal fees 2,500 2,500 5,000 2,500 12,500
Option contract - - - - 46,000
Professional
fees 75 - 75 - 7,989
Research &
development - - - - 17,037
----------- ----------- ----------- ----------- ------------
Total Expenses 4,075 3,500 8,325 5,000 107,456
----------- ----------- ----------- ----------- ------------
Net loss before
income taxes (4,075) (3,500) (8,325) (5,000) (107,456)
Income tax expense - - - - -
----------- ----------- ----------- ----------- ------------
NET (LOSS) $ (4,075) $ (3,500) $ (8,325) $ (5,000) $ (107,456)
=========== =========== =========== =========== ============
(LOSS) PER
COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
WEIGHTED AVERAGE
NUMBER OF
COMMON SHARES
OUTSTANDING 10,873,750 10,873,750 10,873,750 10,873,750
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-2b
EZJR, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
August 14,
2006
For the (Inception)
Six Months Ended to
------------------------ Dec. 31,
Dec. 31, Dec. 31, 2010
2010 2009 (Restated)
----------- ----------- ------------
OPERATING ACTIVITIES
Net (loss) $ (8,325) $ (5,000) $ (107,456)
Impairment - - 4,000
Adjustments to reconcile net loss to
net cash provided (used) by operating
activities:
Contributed Services 5,000 - 12,500
Decrease (increase) in
prepaid expenses 3,500 -
Increase (decrease) in
accounts payable and
accrued expenses (3,655) (1,000) 1,575
----------- ----------- ------------
Net cash (used in) operating
activities (6,980) (2,500) (89,381)
FINANCING ACTIVITIES
Contributed capital 6,980 2,500 89,381
----------- ----------- ------------
Net cash provided by financing
activities 6,980 2,500 89,381
----------- ----------- ------------
NET INCREASE (DECREASE) IN CASH - - -
CASH AND EQUIVALENTS - BEGINNING - - -
----------- ----------- ------------
CASH AND EQUIVALENTS - ENDING $ - $ - $ -
=========== =========== ============
SUPPLEMENTAL DISCLOSURES:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
Non-cash transactions $ 5,000 $ - $ 12,500
Capital for investment $ - $ - $ 4,000
The accompanying notes are an integral part of these financial statements.
F-3b
EZJR, Inc.
(A Development Stage Company)
Notes to the Condensed Interim Financial Statements
December 31, 2010
(Unaudited)
NOTE 1 - CONDENSED INTERIM FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at December 31, 2010 and for
all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
June 30, 2010 audited financial statements. The results of operations for
the period ended December 31, 2010 are not necessarily indicative of
the operating results for the full year.
Basis of Presentation
---------------------
In the opinion of management, the accompanying interim balance sheets and
related interim statements of income, cash flows, and stockholders' equity
include all adjustments, consisting only of normal recurring items, necessary
for their fair presentation in conformity with accounting principles generally
accepted in the United States of America ("U.S. GAAP"). Preparing financial
statements requires management to make estimates and assumptions the affect
the reported amounts of assets, liabilities, revenue and expenses. Actual
results and outcomes may differ from management's estimates and assumptions.
Interim results are not necessarily indicative of results for a full year.
The information included in this Form 10-Q should be read in conjunction
with information included in the Form 10-K.
F-4b
EZJR, Inc.
(A Development Stage Company)
Notes to the Condensed Interim Financial Statements
December 31, 2010
(Unaudited)
NOTE 2 - GOING CONCERN
These condensed interim 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 of December 31, 2010, the Company has not recognized any
revenues and has accumulated operating losses of approximately $103,456
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.
Management plans to raise equity capital to finance the operating and
capital requirements of the Company. Amounts raised will be used to
further development of the Company's products, to provide financing for
marketing and promotion, to secure additional property and equipment, and
for other working capital purposes. While the Company is putting forth 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.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Recent Accounting Pronouncements
--------------------------------
The Company's management has evaluated all the recently issued accounting
pronouncements through the filing date of these financial statements and does
not believe that any of these pronouncements will have a material impact on
the Company's financial position and results of operations.
F-5b
EZJR, Inc.
(A Development Stage Company)
Notes to the Condensed Interim Financial Statements
December 31, 2010
(Unaudited)
NOTE 4 - 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 5 - CONTRIBUTED CAPITAL
During the six months ending December 31, 2010, the Company's sole officer
and director contributed $6,980 for audit and transfer fees.
During the six months ending December 31, 2010, the Company's corporate
counsel agreed to prepare, write, EDGARize and provide legal opinions for the
Company's interim reports and Form 10 filing, which the law firm valued at
$5,000. The law firm decided to contribute this capital to help build
goodwill for its law firm.
NOTE 6 - RESTATEMENT
The Company restated its financial statements as of and for the six months
ending December 31, 2010. The balance sheet was affected due to a
restatement of the June 30, 2009 year-end financials to reflect a correction
to the financials concerning additional paid-in capital of $4,000 and an
offsetting impairment of $4,000. The Company was obligated to pay the
original EZJR's sole shareholder $4,000 as merger consideration. The
Company's two major shareholders loaned $4,000 to the Company and the Company
paid the merger consideration. The $4,000 loan were subsequently forgiven by
the shareholders. The Company's summarized financial statements comparing
the restated financial statements to those originally filed are as follows:
Six Months Ended
December 31, 2010
Originally
Reported Restated Difference
---------- ---------- ----------
Balance Sheet
Additional Paid-in Capital 91,008 95,008 4,000
Total Liabilities and Stockholders' Equity
(Deficit) 103,456 107,456 (4,000)
NOTE 6 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of this
report, with no subsequent events to be reported.
F-6b