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EX-31.1 - SECTION 302 CERTIFICATION - EZJR, Inc.ex311sec302.txt
EX-32.1 - SECTION 906 CERTIFICATION - EZJR, Inc.ex321sec906.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------
                               Amendment No. 1 to
                                   FORM 10-Q/A
                               ------------------

           |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2011

                                       OR

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                      Commission file number 0-53810

                                 EZJR, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Nevada                                          20-0667864
   -------------------------------                        -------------------
   (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)

              2235 E. Flamingo, Suite 114, Las Vegas, NV  89119
              ---------------------------------------------------
               (Address of principal executive offices)(Zip Code)
         Issuer's telephone number, including area code: (702) 631-4251

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes |_| No |X|

Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).

Large accelerated filer |_|                Accelerated filer |_|
Non-accelerated filer |_|                  Smaller Reporting Company |X|
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).     Yes |X| No |_|

As of June 14, 2011, the registrant had outstanding 10,873,750 shares of
its $0.001 par value Common Stock.
                               Explanatory Note
                               ----------------

We are filing this Amendment No. 1 on Form 10-Q/A for the quarter ended
March 31, 2011 to amend our Form 10-Q originally filed with the U. S.
Securities and Exchange Commission on May 23, 2011.  We are filing this
amendment for the purpose of providing corrected information under the
heading of "Forward Looking Information" on page 9 that removes the language
relating to the statutory safe harbor that is not applicable to us.

Unless otherwise expressly stated, this Amendment No. 1 does not reflect events
occurring after the filing of the original Form 10-Q, or modify or update in
any way disclosures contained in the original Form 10-Q.



Table of Contents EZJR, Inc. Index to Form 10-Q For the Quarterly Period Ended March 31, 2011 Part I. Financial Information Page Item 1. Financial Statements Balance Sheets as of March 31, 2011 and June 30, 2010 3 Statements of Operations for the three and nine months ended March 31, 2011 and 2010 4 Statements of Cash Flows for the nine months ended March 31, 2011 and 2010 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 14 Part II Other Information Item 1. Legal Proceedings 17 Item 1A. Risk Factors 17 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 3. Defaults Upon Senior Securities 17 Item 4. Submission of Matters to a Vote of Security Holders 17 Item 5. Other Information 17 Item 6. Exhibits 18 Signatures 19 2
Part I. Financial Information Item 1. Financial Statements EZJR, Inc. (A Development Stage Company) Condensed Balance Sheets (Unaudited) March 31, June 30, 2011 2010 ----------- ------------- ASSETS Current assets: Prepaid expenses $ - $ - ----------- ------------- Total current assets - - ------------ ------------- TOTAL ASSETS $ - $ - =========== ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expense $ 3,725 5,230 ------------ ------------- Total liabilities 3,725 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 3/31/11 and 6/30/10 respectively 10,873 10,873 Additional paid-in capital 93,508 79,028 (Deficit) accumulated during development stage (108,106) (95,131) ------------ ------------- Total stockholders' equity (deficit) (3,725) (5,230) ------------ ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ - ============ ============= The accompanying notes are an integral part of these financial statements. 3
EZJR, Inc. (A Development Stage Company) Condensed Statements of Operations (Unaudited) August 14, For the For the 2006 Three Months Ended Nine Months Ended (Inception) ------------------------ ------------------------ to Mar. 31, Mar. 31, Mar. 31, Mar. 31, Mar. 31, 2011 2010 2011 2010 2011 ----------- ----------- ----------- ----------- ------------ REVENUE $ - $ - $ - $ - $ - ----------- ----------- ----------- ----------- ------------ EXPENSES: Audit fees 1,500 2,500 4,750 5,000 21,000 Incorporating fees - - - - 430 Legal fees 2,500 2,500 7,500 5,000 15,000 Option contract - - - - 46,000 Professional fees 650 - 725 - 8,639 Research & development - - - - 17,037 ----------- ----------- ----------- ----------- ------------ Total Expenses 4,650 5,000 12,975 10,000 108,106 ----------- ----------- ----------- ----------- ------------ Net loss before income taxes (4,650) (5,000) (12,975) (10,000) (108,106) Income tax expense - - - - - ----------- ----------- ----------- ----------- ------------ NET (LOSS) $ (4,650) $ (5,000) $ (12,975) $ (10,000) $ (108,106) =========== =========== =========== =========== ============ (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. 4
EZJR, Inc. (A Development Stage Company) Condensed Statements of Cash Flows (Unaudited) August 14, For the 2006 Nine Months Ended (Inception) ------------------------ to Mar. 31, Mar. 31, Mar. 31, 2011 2010 2011 ----------- ----------- ------------ OPERATING ACTIVITIES Net (loss) $ (12,975) $ (10,000) $ (108,106) Adjustments to reconcile net loss to net cash provided (used) by operating activities: Contributed Services 7,500 5,000 15,000 Decrease (increase) in prepaid expenses - 3,500 - Increase (decrease) in accounts payable and accrued expenses (1,505) 1,000 3,725 ----------- ----------- ------------ Net cash (used in) operating activities (6,980) (500) (89,381) FINANCING ACTIVITIES Contributed capital 6,980 500 89,381 ----------- ----------- ------------ Net cash provided by financing activities 6,980 500 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 $ 7,500 $ - $ 15,000 The accompanying notes are an integral part of these financial statements. 5
EZJR, Inc. (A Development Stage Company) Notes to the Condensed Interim Financial Statements March 31, 2011 (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 March 31, 2011 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 March 31, 2011 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. 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 March 31, 2011, the Company has not recognized any revenues and has accumulated operating losses of approximately $108,106 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. 6
EZJR, Inc. (A Development Stage Company) Notes to the Condensed Interim Financial Statements March 31, 2011 (Unaudited) 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. 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. 7
EZJR, Inc. (A Development Stage Company) Notes to the Condensed Interim Financial Statements March 31, 2011 (Unaudited) NOTE 5 - CONTRIBUTED CAPITAL During the nine months ending March 31, 2011, the Company's sole officer and director contributed $6,980 for audit and transfer fees. During the nine months ending March 31, 2011, 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 $7,500. The law firm decided to contribute this capital to help build goodwill for its law firm. NOTE 6 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date of this report, with no subsequent events to be reported. 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Information --------------------------- This Quarterly Report on Form 10-Q/A contains forward-looking statements. When used in this Quarterly Report on Form 10-Q/A, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward- looking statements contained in this Quarterly Report on Form 10-Q/A. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q/A All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q/A. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise. Critical Accounting Policies ---------------------------- There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010. 9
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 August 14, 2006, under the corporate name IVPSA Corporation. The Company subsequently changed its corporate name to EZJR, Inc. on July 25, 2008. EZJR, Inc. is a developmental 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. 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. 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. 10
Management continues to seek different funding sources in order to advance 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, EZJR may need to curtail, limit or cease its existing operations. Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization 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. Results of Operations for the three and nine months ended March 31, 2011 ------------------------------------------------------------------------ We earned no revenues since our inception on August 14, 2006 through March 31, 2011. We do not anticipate earning any significant revenues until such time as we can bring to the market a medical device product. We can provide no assurance that we will be successful in developing any medical device products. For the period inception through March 31, 2011, we generated no income. Since our inception on August 14, 2006 we experienced a net loss of $(108,106). Our loss was attributed to organizational expenses, entering into an exclusive option agreement for a medical device and development costs to build a medical device, audit fees and research and development costs. 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 maintaining our fully reporting requirements with the U. S. Securities and Exchange Commission, and with added medical device development costs. For the three months ending March 31, 2011, we experienced a net loss of $(4,650) as compared to a net loss of $(5,000) for the same period last year. The net loss for the three months ending March 31, 2011 was contributed to audit fees of $1,500, legal fees of $2,500 and professional fees of $650. For the nine months ending March 31, 2011, we experienced a net loss of $(12,975) as compared to a net loss of $(10,000) for the same period last year. The net loss for the nine months ending March 31, 2011 was contributed to audit fees of $4,750, legal fees of $7,500 and professional fees of $725. We have no cash at hand as of March 31, 2011. In our June 30, 2010 year-end financials, our auditor issued an opinion that our financial condition raises substantial doubt about the Company's ability to continue as a going concern. 11
Revenues -------- We generated no revenues for the period from August 14, 2006 (inception) through March 31, 2011. We do not anticipate generating any revenues for at least 24 months or until we can bring to market a viable medical device. Going Concern ------------- The condensed financial statements included with this quarterly report 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 March 31, 2011, 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. Our financial statements do not include any adjustments that might arise from this uncertainty. Summary of any product research and development that we will perform for the term of our plan of operation. ---------------------------------------------------------------------------- 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). We did not expend any research and development costs during the quarter ending March 31, 2011. Expected purchase or sale of plant and significant equipment. ------------------------------------------------------------- We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time. 12
Significant changes in the number of employees. ----------------------------------------------- As of March 31, 2011, we did not have any employees. We are dependent upon our sole officer and a director for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time. Liquidity and Capital Resources ------------------------------- Our balance sheet as of March 31, 2011 reflects no assets and current liabilities of $3,725. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date. A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our product to market, complete additional financial service company acquisitions and generate substantial revenues, which may take the next few years to fully realize. We anticipate we will require additional capital up to approximately $500,000 and we would have to issue debt or equity or enter into a strategic arrangement with a third party. We have been trying without success to raise capital. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all. Our sole officer/director has agreed to contribute funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months, without seeking reimbursement for funds contributed. As a result of the Company's current limited available cash, no officer or director received compensation through the quarter ended March 31, 2011. The Company has no employment agreements in place with its officers. 13
Off-Balance Sheet Arrangements ------------------------------ We do not have 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 or operations, liquidity, capital expenditures or capital resources that is material to investors. Critical Accounting Policies and Estimates ------------------------------------------ Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured. New Accounting Standards ------------------------ Management has evaluated recently issued accounting pronouncements through the filing date of the financial statements and concluded that they will not have a material effect on the financial statements as of March 31, 2011. Item 3. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 4T. Controls and Procedures Evaluation of Disclosure Controls and Procedures ------------------------------------------------ Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. 14
Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, who is also the sole member of our Board of Directors, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses." Management's Report on Internal Control over Financial Reporting ---------------------------------------------------------------- Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: o pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; o provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and o provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. 15
Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2010. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of June 30, 2010. A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following: 1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; 2) inadequate segregation of duties consistent with control objectives; 3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and 4) ineffective controls over period end financial disclosure and reporting processes. We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended June 30, 2010. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. Management Plan to Remediate Material Weaknesses ------------------------------------------------ Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: 15
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above. Changes in Internal Control over Financial Reporting ---------------------------------------------------- There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This amended quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report. (c) Changes in internal controls over financial reporting ---------------------------------------------------------- There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 16
PART II. OTHER INFORMATION Item 1 -- Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us. Item 1A - Risk Factors See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2010 and the discussion in Item 1, above, under " Liquidity and Capital Resources." Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3 -- Defaults Upon Senior Securities None. Item 4 -- Submission of Matters to a Vote of Security Holders None. Item 5 -- Other Information None. 17
Item 6 -- 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. ------------------------------------------------------------------------------ 31.1 Certification of President X and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act ------------------------------------------------------------------------------ 32.1 Certification of President X and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act ------------------------------------------------------------------------------ 18
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EZJR, Inc. ----------- Registrant Date: June 14, 2011 By: /s/ T J Jesky ------------- ----------------- T J Jesky President 19