EZJR, Inc.
A Nevada Corporation
_____________________________________________________________________________
2235 E. Flamingo, Suite 114, Las Vegas, NV 89119
May 26, 2011
VIA EDGAR TRANSMISSION AND FACSIMILE
------------------------------------
U. S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E., Mail Stop 3030
Washington, D.C. 20549
Attn: Jay Mumford
Facsimile: 703-813-6985
Re: EZJR, Inc.
Registration Statement on Form 10
Amended May 4, 2011 and May 5, 2011
File No. 000-53810
Dear Mr. Mumford:
On behalf of EZJR, Inc. (the "Company"), the undersigned hereby submits a
response to certain questions raised by the staff of the U. S. Securities and
Exchange Commission (the "Staff") in its letter of comments dated May 19,
2011 (the "Comment Letter") relating to the Company's Registration Statement
on Form 10 as amended on May 4, 2011 and May 5, 2011. Set forth below is the
Company's responses to the Staff's comments.
The Company's responses are numbered to correspond to the Staff's
comments. For your convenience, each of the Staff's comments contained in
the Comment Letter has been restated below in its entirety, with the
Company's response set forth immediately under such comment.
Rule 144, page 34
-----------------
1. Refer to your disclosure in response to prior comment 1. Please confirm
to us, and clarify in future filings, your understanding that your
securities may not be resold in reliance on Rule 144 at this time because
you are an issuer of the type defined in Rule 144(i)(1)(0.
Response: This confirms the Company's understanding that its securities
may not be resold in reliance on Rule 144 at this time because the
Company is an issuer of the type defined in Rule 144(i)(1)(i) of the
Securities Act of 1933. With respect to future filings, the Company has
indicated on the cover page of its Form 10-Q filed on May 23, 2011, that
it is a "shell company" and will continue to make such disclosure until
no longer applicable.
May 26, 2011
Page 2
Directors and Executive Officers, page 28
-----------------------------------------
2. Please tell us why you have not described Mr. Jesky's activities with
Berkeley Clinic LC here and in your last risk factor on page 11.
Response: Berkeley Clinic, LC is a private investment vehicle for which
Mr. Jesky spends no more than one hour per month reviewing possible
investment opportunities. This personal investment vehicle is unrelated
to the Company and insignificant with respect to Mr. Jesky's time
commitments.
The Company acknowledges that:
o it is responsible for the adequacy and accuracy of the disclosures in
the filing;
o Staff comments or changes to disclosure in response to Staff comments do
not foreclose the Commission from taking any action with respect to the
filing; and
o it may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
Should you have any questions regarding the foregoing, please do not
hesitate to contact Benjamin Reichel, Esq. at (212) 370-1300.
EZJR, Inc.
/s/ T. J. Jesky
T. J. Jesky
President
cc: Benjamin Reichel, Esq.