SEC Info - Ezjr Inc - ‘DEF 14A’ for 7/21/09

SEC Info℠

Home

Help

Please Sign In

Ezjr Inc – ‘DEF 14A’ for 7/21/09

On: Tuesday, 7/21/09, at 2:19pm ET · Effective: 7/21/09 · For: 7/21/09 · Accession #: 1350071-9-52 · File #: 0-51861

  As Of                Filer                Filing    For·On·As Docs:Size

 7/21/09  Ezjr Inc                          DEF 14A     7/21/09    1:34K

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                15     57K 

DEF 14A 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION    

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of     
1934    

Filed by the Registrant [X]                                                     
Filed by a party other than the Registrant  [ ]                                 

Check the appropriate box:                                                      

[ ]   Preliminary Proxy Statement                                               
[ ]   Confidential, for Use of the Commission Only (as permitted by Rule 14a-   
6(e)(2))                                                            
[X]   Definitive Proxy Statement                                                
[ ]   Definitive Additional Materials                                           
[ ]   Soliciting Material Pursuant to ? 240.14a-12                              

EZJR, Inc.      
------------------------------------------------    
(Name of Registrant as Specified In Its Charter)    

(Name of Person(s) Filing Proxy Statement if other than the Registrant) 

Payment of filing fee (Check the appropriate box):                              

[X]   No fee required.                                                          
[ ]   $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or   
Item 22(a)(2) of Schedule 14A.                                      
[ ]   Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and    
0-11.                                                               

(1) Title of each class of securities to which transaction applies:         

(2) Aggregate number of securities to which transaction applies:            

(3) Per unit price or other underlying value of transaction computed        
pursuant to Exchange Rule 0-11 (Set forth the amount on which the   
filing fee is calculated and state how it was determined):          

(4) Proposed maximum aggregate value of transaction:                        

(5) Total fee paid:                                                         

[ ]   Fee paid previously with preliminary materials.                           
[ ]   Check box if any part of the fee is offset as provided by Exchange Act    
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously.  Identify the previous filing by registration  
 statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:                                                 
(2) Form, Schedule or Registration Statement No.:                           
(3) Filing Party:                                                           
(4) Date Filed:                                                             

DEF 14A 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
EZJR, INC.  
3415 Ocatillo Mesa Way  
North Las Vegas, NV  89031    

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  
To Be Held on August 11, 2009   

To the Stockholders of EZJR, Inc.:                                              

Please take notice that the Annual Meeting of Stockholders (the "Annual         
Meeting") of EZJR, Inc., a Nevada corporation (the "Company"), will be          
held on Tuesday, August 11, 2009 at 11:00 a.m. Pacific Daylight Time, at the    
Company's corporate counsel's offices, the Law Offices of Thomas C. Cook,       
500 N. Rainbow, Suite 300, Las Vegas, NV  89107 the following purposes:         

1. To re-elect the Board to serve until the 2010 annual meeting of        
  stockholders or until their successors are duly elected and qualified;

2. Ratification of Moore & Associates, Chartered as independent auditors; 

3. To transact such other business as may properly come before the Annual 
Meeting or at any adjournments or postponements thereof.            

A proxy statement attached to this notice describes these matters in more       
detail as well as additional information about the Company and its officers     
and directors.  The Board of Directors has fixed the close of business on       
July 22, 2009 as the record date and only holders of record of the              
Company's common stock as of the close of business July 22, 2009 are            
entitled to receive this notice and to vote at this Annual Meeting and at any   
adjournments or postponements thereof.                                          

                    By Order of the Board of Directors

 /s/ T. J. Jesky
                       -------------------------------------
     T. J. Jesky
                               President and Chief Executive Officer

Las Vegas, NV                                                                   
Date:  July 22, 2009                                                            

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.        
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE, SIGN AND DATE     
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED   
ENVELOPE.                                                                       

DEF 14A 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
EZJR, INC.    
3415 Ocatillo Mesa Way  
North Las Vegas, NV  89031    

PROXY STATEMENT   

Date, Time and Place of Meeting                                                 

The enclosed proxy is solicited on behalf of the Board of Directors of          
EZJR, Inc., a Nevada corporation (the "Company"), will be held on               
Friday, August 11, 2009 at 11:00 a.m. Pacific Daylight Time, at the             
Company's corporate counsel's offices, the Law Offices of Thomas C. Cook,       
500 N. Rainbow, Suite 300, Las Vegas, NV  89107 the following purposes:  for    
the purposes set forth in the notice attached to this proxy statement.          
This proxy statement and accompanying proxy card are first being mailed to      
you on or about July 22, 2009.                                                  

GENERAL INFORMATION ABOUT VOTING  

Record Date, Outstanding Shares, Quorum and Voting                              

You can vote your shares of common stock if our records show that you owned     
your shares on July 22, 2009, the record date.  At the close of business        
on the record date, 10,873,750 shares of common stock.  Shares of common        
stock are entitled to vote at the Annual Meeting.  Each share of common stock   
outstanding as of the record date is entitled to one vote.                      

You are urged to sign, date and promptly return the enclosed proxy card in      
the enclosed envelope.                                                          

Votes cast by proxy or in person at the Annual Meeting will be tabulated by,    
T. J. Jesky, Secretary, who has been appointed prior to the Annual Meeting.     
He will also determine whether a quorum is present.  In the event of any        
abstentions or broker non-votes with respect to any proposal coming before      
the Annual Meeting, the proxy will be counted as present for purposes of        
determining the existence of a quorum.  Abstentions and broker on-votes         
typically will not be counted for purposes of approving any of the matters to   
be acted upon at the Annual Meeting.  A broker non-vote generally occurs when   
a broker or nominee who holds shares in street name for a customer does not     
have authority to vote on certain non-routine matters  because its customer     
has not provided any voting instructions on the matter.  Therefore,             
abstentions and broker non-votes generally have no effect under Nevada law      
with respect to the election of directors or other matters requiring the        
approval of only a majority of the shares of Common Stock present and voting    
at the meeting.                                                                 

Business may be transacted at the Annual Meeting if a quorum is present.  A     
quorum is present at the Annual Meeting if holders of a majority of the         
shares of common stock entitled to vote are present in person or by proxy at    
the Annual Meeting.  If you sign and return your proxy card, your shares will   
be counted to determine whether we have a quorum even if you abstain or fail    
to vote on any of the proposals listed on the proxy card.                       

 1

DEF 14A 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
If your shares are held in the name of a nominee, and you do not tell the       
nominee how to vote your shares (a "broker non-vote"), the nominee can vote     
them as it sees fit only on matters that are determined to be routine, and      
not on any other proposal.  Broker non-votes will be counted as present to      
determine if a quorum exists but will not be counted as present and entitled    
to vote on any non-routine proposal.  Proposal 1 is considered a routine        
proposal.                                                                       

It is important that your proxy be returned promptly and that your shares be    
represented.  You are urged to sign, date and promptly return the enclosed      
proxy in the enclosed envelope.                                                 

Solicitations and Voting of Proxies                                             
-----------------------------------                                             

When proxies are properly dated, executed, and returned, the shares they        
represent will be voted at the Annual Meeting in accordance with the            
instructions of the stockholders.  If not otherwise instructed, the shares      
represented by each valid returned Proxy in the form accompanying this Proxy    
will be voted in accordance with the recommendation of the Board of Directors   
with respect to each matter submitted to the stockholders for approval, and     
at the discretion of the proxy holders, upon such other business as may         
properly come before the Annual Meeting (including any proposal to adjourn      
the Annual Meeting) and any adjournment thereof.  The matters described in      
this Proxy Statement are the only matters we know will be voted on at the       
Annual Meeting.  If other matters are properly presented at the Annual          
Meeting, the proxyholders will vote your shares in accordance with the          
recommendations of management.                                                  

Please follow the instructions on the enclosed Proxy card to vote on each       
proposal to be considered at the Annual Meeting.  If you sign and date the      
Proxy card and mail it back to us in the enclosed envelope, the proxyholders    
named on the Proxy card will vote your shares as you instruct.  If you sign     
and return the Proxy card but do not vote on a proposal, the proxyholders       
will vote your shares "for" such proposal or, in the case of the election of    
directors, vote "for" election to the Board of Directors of all the nominees    
presented by the Board of Directors.                                            

 2

DEF 14A 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
Revocability of Proxies                                                         
-----------------------                                                         

Any person signing a Proxy in the form accompanying this Proxy Statement has    
the power to revoke it prior to the Annual Meeting or at the Annual Meeting     
prior to the vote pursuant to the Proxy. A Proxy may be revoked (i) by a        
writing delivered to the Secretary of the Company stating that the Proxy is     
revoked, (ii) by a subsequent Proxy that is signed by the person who signed     
the earlier Proxy and is presented at the Annual Meeting, or (iii) by           
attendance at the Annual Meeting and voting in person (although attendance at   
the Annual Meeting will not in and of itself constitute a revocation of a       
Proxy). Please note, however, that if a stockholder's shares are held of        
record by a broker, bank or other nominee and that stockholder wishes to vote   
at the Annual Meeting, the stockholder must bring to the Annual Meeting a       
letter from the broker, bank or other nominee confirming that stockholder's     
beneficial ownership of the shares.  Any written notice of revocation or        
subsequent Proxy should be delivered to EZJR, Inc. 3415 Ocatillo Mesa Way       
North Las Vegas, NV  89031, Attention: Secretary, or hand-delivered to the      
Secretary of EZJR, Inc. at or before the taking of the vote at the              
Annual Meeting.                                                                 

DISSENTERS - RIGHTS OF APPRAISALS                                               
---------------------------------                                               

Under Nevada law, shareholders of our common stock are not entitled to          
dissenter's rights of appraisal with respect to our proposals.                  

Expenses of Solicitation                                                        
------------------------                                                        

We will bear the entire cost of solicitation, including the preparation,        
assembly, printing and mailing of this proxy statement, the proxy and any       
additional solicitation materials furnished to you.  We will reimburse our      
transfer agent for its out-of-pocket expenses.  We may also reimburse           
brokerage firms and other persons representing beneficial owners of shares      
for their expenses in forwarding voting information to the beneficial owners.   
We estimate that all of the foregoing costs will approximate $20,000.  In       
addition to sending you these materials, some of our employees may contact      
you by telephone, by mail, or in person.  We will not pay our employees         
additional compensation for contacting you.                                     

3 

DEF 14A 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
PROPOSAL NO. 1:  ELECTION OF DIRECTORS  
--------------------------------------  

The Board of Directors                                                          
----------------------                                                          

The Company's business is managed under the direction of its Board of           
Directors.  The Board of Directors has designated as nominee for re-election    
one director who is currently serving on the Board.    See "Nominee for         
Director" below for profiles of the nominee.  After the election of the         
directors at the Annual Meeting, the Company's Board will have one director.    

The Board believes that re-electing this incumbent directors will promote       
stability and continuity and expects that such directors will continue making   
substantial contributions to the Company by virtue of their familiarity with,   
and insight into, the Company's affairs accumulated during his tenure.          

The nominee has indicated a willingness to continue serving as a director if    
elected, but if he should decline or be unable to act as a director, the proxy  
holders will vote for the election of another person or persons as the Board    
of Directors recommends.  The Company has no reason to believe that any         
nominee will be unavailable.                                                    

Nominee to the Board                                                            
--------------------                                                            

The director nominee, and his age as of the date of the Annual Meeting,         
his position at the Company, and the period during which they have served       
as a director of the Company are set forth in the following table and           
paragraphs:                                                                     

                                                                [Download Table]


Name              Age   Principal Occupation                   Director Since
----------------  ---   -------------------------------------  --------------
                                                                             
T. J. Jesky       62    President and Chief Executive Officer  2006          


4 

DEF 14A 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
Biography of T. J. Jesky                                                        
------------------------                                                        

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 eventually became listed    
on NASDAQ National Market.  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.  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 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 acquired EZJR, Inc.      

Vote Required                                                                   

The holders of Common Stock of the Company are entitled to one vote per share   
equal to the number of shares held by such person at the close of business on   
the record date.  As there is no cumulative voting, each stockholder shall      
cast all of his/her votes for each nominee of his/her choice or withhold        
votes from any or all nominees.  Unless a stockholder requests that voting of   
the proxy be withheld for the nominee director by so directing on the proxy     
card, the shares represented by the accompanying proxy will be voted FOR        
election, of the above-mentioned nominee.  If any nominee becomes unavailable   
for any reason (which event is not anticipated) to serve as a director at the   
time of the Annual Meeting, then the shares represented by such proxy may be    
voted for such other person as may be determined by the holders of such proxy.  
Directors will be elected at the Annual Meeting by a plurality of the votes     
cast.  Directors are to be elected to hold office until the next annual         
meeting of stockholders and until their successors are elected and qualified,   
or until their earlier resignation or removal.                                  

OUR BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" AND          
SOLICITS PROXIES IN FAVOR OF THE NOMINEES LISTED ABOVE (ITEM 1 ON THE           
ENCLOSED PROXY CARD).                                                           

5     

DEF 14A 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
Stockholder Nomination of Director Candidates                                   
---------------------------------------------                                   

Any stockholder of the Company may nominate one or more persons for election    
as a director of the Company at an annual meeting of stockholders if the        
stockholder complies the provisions contained in our Bylaws.  Article II,       
Item 7 of our By-laws state that a Quorum is necessary to conduct the annual    
meeting.  It states:                                                            

"QUORUM.  The quorum at any annual of special meeting of stockholder shall      
consist of stockholders representing, capital stock of the corporation          
entitled to vote at such meetings, except as otherwise specifically provided    
by law or in the Articles of Incorporation.  If a quorum is not present at a    
properly called stockholders' meeting, the meeting shall be adjourned by then   
present and an additional and further notice sent to all stockholders           
notifying them of the adjournment of the meeting and the date and time and      
place of the adjourned meeting.  At such adjourned meeting.  At such adjourned  
meeting, at which a quorum is present or represented, business may be           
transacted which might have been transacted at the meeting as originally        
notified."                                                                      

Article II, Item 12 of our Bylaws specify informal actions by shareholders may  
take place without prior notice at the annual meeting.  The Article states:     

"INFORMAL ACTION BY SHAREHOLDERS.  Unless otherwise provided in the             
Nevada Corporate Law, any action that may be taken at any annual or special     
meeting of shareholders may be taken without a meeting and without prior        
notice if a consent in writing, setting forth the action so taken, is signed    
by the holders of outstanding shares having not less than the minimum number    
of votes that would be necessary to authorize or take such action at a meeting  
at which all shares entitled to vote on such action were present and voted.     
Unless the consents of all shareholders entitled to vote have been solicited    
in writing, and unless the unanimous written consent of all shareholders has    
been received, the Secretary shall give prompt notice of the corporate action   
approved by the shareholders without a meeting."                                

Communications with the Board of Directors                                      
------------------------------------------                                      

Any stockholder who desires to contact the Board or specific members of the     
Board may do so by writing to: The Board of Directors, EZJR, Inc.,              
3415 Ocatillo Mesa Way, North Las Vegas, NV  89031.                             

Director Attendance at Annual Meetings                                          
--------------------------------------                                          

The Company encourages, but does not require, its director to attend annual     
Stockholders' meetings.                                                         

6 

DEF 14A 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
Board Meetings                                                                  
--------------                                                                  

During the most recent full fiscal year for the Company, the Board met two      
times.  Since the Board of Directors only has one member, there was full        
attendance at each meeting.                                                     

Standing and Other Operating Committees of the Board                            
----------------------------------------------------                            

The Company has no standing or operating committees of the Board.               

PROPOSAL NO. 2:  RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS    
--------------------------------------------------------------------    

Subject to ratification by the shareholders, the Board has selected Moore &     
Associates, Chartered to audit the financial statements of the Company for the  
fiscal year ending June 30, 2008 and the year ending June 30, 2009.             
Moore & Associates, Chartered has been the Company's auditors, since            
August 14, 2006 (date of inception).  As such, management has a good working    
relationship with Moore & Associates, Chartered.  If the shareholders do not    
approve this proposal at the Annual Meeting, the board of directors may         
reconsider the selection of Moore & Associates, Chartered.                      

A representative of Moore & Associates, Chartered is not expected to be         
present at the Annual Meeting of Shareholders.                                  

Audit Fees                                                                      
----------                                                                      

We incurred aggregate fees and expenses of $9,000 over the last three years     
from our independent registered public accounting firm, Moore & Associates,     
Chartered for the fiscal years 2008 and 2007 annual audit and for review of     
EZJR, Inc.'s consolidated financial statements included in its Forms 10-QSB     
for the 2008 and 2007 fiscal years.                                             

Audit-Related Fees                                                              
------------------                                                              

Moore & Associates, Chartered did not bill the Company for any assurance and    
related services reasonably related to the performance of the audit or review   
of the Company's financial statements which are not disclosed above.            

Tax Fees                                                                        
--------                                                                        

Moore & Associates, Chartered did not bill the Company for professional         
services rendered for tax compliance, tax advice, and tax planning in fiscal    
year ending June 30, 2009.                                                      

7 

DEF 14A 10th Page of 15 TOC 1st Previous Next ↓Bottom Just 10th
Financial Information Systems Design and Implementation Fees                    
------------------------------------------------------------                    

Moore & Associates, Chartered did not perform any information technology        
services relating to financial information systems design and implementation    
for the fiscal year ended June 30, 2009.                                        

All Other Fees                                                                  
--------------                                                                  

There were no other fees billed to the Company by Moore & Associates, Chartered 
through June 30, 2009.                                                          

Approval of this proposal requires the affirmative vote of the majority of      
the shares present in person or represented by proxy and entitled to vote at    
the Annual Meeting.                                                             

RECOMMENDATION OF THE BOARD     

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF MOORE &      
ASSOCIATES, CHARTERED AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR 
ENDING JUNE 30, 2010.                                                           

The form of proxy and this Proxy Statement have been approved by the Board of   
Directors and are being mailed and delivered to share owners by its             
authority.                                                                      

REPORT OF THE FINANCE AND AUDIT COMMITTEE 

The Board as a whole sits as the Finance and Audit Committees and oversees      
the Company's financial reporting process on behalf of the Board of             
Directors.  The Company does not have audit committee.  Management has the      
primary responsibility for the financial statements and the reporting process,  
including internal control systems.  Moore & Associates, Chartered is           
responsible for expressing an opinion as to the conformity of our audited       
financial statements with accounting principles generally accepted in the       
United States of America.                                                       

8 

DEF 14A 11th Page of 15 TOC 1st Previous Next ↓Bottom Just 11th
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth certain information known by us with respect     
to the beneficial ownership of our common stock as of July 22, 2009 by          
(i) each person who is known by us to own beneficially more than 5% of common   
stock, (ii) our sole officer/director, acting in such capacities as of          
June 30, 2009, (iii) each of our directors and (iv) all of our current          
officers and directors as a group.                                              

The percentage of shares beneficially owned is based on 10,873,750 shares of    
common stock outstanding as of July 22, 2009.  Shares of common stock           
subject to stock options and warrants that are currently exercisable or         
exercisable within 60 days of June, 2009 are deemed to be outstanding for       
the purpose of computing the percentage ownership of that person but are not    
treated as outstanding for the purpose of computing the percentage ownership    
of any other person.  Unless indicated below, the persons and entities named    
in the table have sole voting and sole investment power with respect to all     
shares beneficially owned, subject to community property laws where             
applicable.                                                                     

Information with respect to beneficial ownership has been furnished by each     
director, officer or beneficial owner of 5% or more of our voting Common        
Stock. Except as noted the persons named in the table have sole voting and      
investment power with respect to all shares of common stock shown as            
beneficially owned by them.  The number of shares of common stock used to       
calculate the percentage ownership of each listed person includes the shares    
of common stock underlying options or warrants.  Percentage ownership           
information is based on 10,873,750 shares of Common Stock outstanding as of     
the date of this Proxy Statement.                                               

                                                                [Download Table]


                                                     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.       


9       

DEF 14A 12th Page of 15 TOC 1st Previous Next ↓Bottom Just 12th
Persons Sharing Ownership of Control of Shares                                  
----------------------------------------------                                  

The following own or share the power to vote five percent (5%) or more of the   
Company's securities:  T. J. Jesky - founder and Chairman of the Board,         
and Mark DeStefano, major shareholder.  We believe that all persons named       
have full voting and investment power with respect to the shares indicated,     
unless otherwise noted in the table.  Under the rules of the U. S. Securities   
and Exchange Commission, a person (or group of persons) is deemed to be a       
"beneficial owner" of a security if he or she, directly or indirectly, has or   
shares the power to vote or to direct the voting of such security, or the       
power to dispose of or to direct the disposition of such security.              
Accordingly, more than one person may be deemed to be a beneficial owner of     
the same security.  A person is also deemed to be a beneficial owner of any     
security, which that person has the right to acquire within 60 days, such as    
options or warrants to purchase our common stock.                               

EXECUTIVE COMPENSATION AND RELATED INFORMATION                                  

Our compensation and benefits program is designed to attract, retain and        
motivate employees to operate and manage our company for the best interests     
of its constituents.  Executive compensation is designed to provide             
incentives for those senior members of management who bear responsibility for   
our goals and achievements.  The compensation philosophy is based on equity     
rather than cash.                                                               

SUMMARY COMPENSATION TABLES                                                     
                    ------------------------------------------------------
               Annual Compensation
                    ------------------------------------------------------
               Year                                             Common
Name and       Ending                           Other Annual     Stock
Principal Position  June 30 Salary ($)    Bonus ($)  Compensation   Awards      
                                                                 In Shares
-----------------------------------------------------------------------------   
T. J. Jesky                                                                     
Chairman of the Board                                                   
President/CEO                                                           
              2009     -0-           -0-         -0-               -0-
              2008     -0-           -0-         -0-               -0-
              2007     -0-           -0-         -0-               -0-
-----------------------------------------------------------------------------   

10

DEF 14A 13th Page of 15 TOC 1st Previous Next ↓Bottom Just 13th
Long Term Compensation Table                                                    

                  --------------------------------------------------------
                  Long Term Compensation
                  --------------------------------------------------------
                  Awards             Payouts
                  --------------------------------------------------------
                Restricted  Stock Securities      LTIP     All Other
Name and Principal    Award(s)($) Underlying Options/   Payouts  Compensation   
Position      Year           SARs(#)               ($)      ($)       
-----------------------------------------------------------------------------   
T. J. Jesky                                                                     
Chairman of the Board                                                   
President/CEO                                                           
            2009    -0-           -0-                -0-       -0-
            2008    -0-           -0-                -0-       -0-
            2007    -0-           -0-                -0-       -0-
-----------------------------------------------------------------------------   

The Company does not have any employment agreements with its executive          
officers.                                                                       

EMPLOYEE PENSION, PROFIT SHARING OR OTHER RETIREMENT PLANS.                     
-----------------------------------------------------------                     

The Company does not have a defined benefit, pension plan, profit sharing, or   
other retirement plan.                                                          

DIRECTOR COMPENSATION                                                           

We have not paid our directors fees in the past for attending scheduled and     
special meetings of our board of directors. In the future, we may adopt a       
policy of paying independent director a fee for their attendance at board and   
committee meetings.  We do reimburse each director for reasonable travel        
expenses related to such director's attendance at board of directors and        
committee meetings.                                                             

Equity Compensation Plans Information                                           
-------------------------------------                                           

The Company does not have any stock option plans or warrants or any other       
equity compensation plans in place.                                             

11  

DEF 14A 14th Page of 15 TOC 1st Previous Next ↓Bottom Just 14th
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS    

COMPLIANCE UNDER SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934   

The members of the Board of Directors, our executive officers and persons who   
hold more than 10% of our outstanding common stock are subject to the           
reporting requirements of Section 16(a) of the Securities Exchange Act of       
1934, as amended, which require them to file reports with respect to their      
ownership of our common stock and their transactions in such common stock.      
Based solely upon the review of the Forms 3, 4 and 5 furnished to the Company   
and certain representations made to the Company, the Company believes that      
during 2009, all members of the Board of Directors, our executive officers      
and person(s) who hold more than 10% of our outstanding common stock did not    
timely file but did file all reports required to be filed pursuant to Section   
16(a) of the Securities Exchange Act of 1934 with respect to transactions in    
equity securities of the Company.                                               

PROXY SOLICITATION      

The Company will pay reasonable expenses incurred in forwarding proxy           
material to the beneficial owners of shares and in obtaining the written        
instructions of such beneficial owners.  This Proxy Statement and the           
accompanying materials, in addition to being mailed directly to stockholders,   
will be distributed through brokers, custodians, nominees and other like        
parties to beneficial owners of shares of Common Stock.  The Company will bear  
the expenses of calling and holding the Annual Meeting and the soliciting of    
proxies therefor.                                                               

The Company may consider the engagement of a proxy solicitation firm. Our       
directors, officers and employees may also solicit proxies by mail, telephone   
and personal contact. They will not receive any additional compensation for     
these activities.                                                               

STOCKHOLDER PROPOSALS FOR 2010 ANNUAL MEETING   

Deadline for receipt of stockholder proposals for the 2010 Annual Meeting of    
Stockholders                                                                    

Proposals of our stockholders that are intended to be included in our proxy     
statement and presented by such stockholders at our 2010 Annual Meeting of      
Stockholders must be received no later than May 31, 2010.                       

ANNUAL REPORT     

The Annual Report is not incorporated into this Proxy Statement and is not      
considered proxy solicitation material.                                         

                                By Order of the Board of Directors

         T. J. Jesky
           President/CEO

July 22, 2009                                                                   

12  

DEF 14A Last Page of 15 TOC 1st Previous Next ↓Bottom Just 15th
PROXY         
EZJR, Inc.        
3415 Ocatillo Mesa Way  
North Las Vegas, NV  89031    

Proxy for Annual Meeting of Stockholders on August 11, 2009 
 This Proxy is Solicited on Behalf of the Board of Directors

The Undersigned hereby appoints _______________________[Name] as proxies, each  
with the power to appoint his substitute, and hereby authorizes any of them to  
represent and to vote all the shares of the Common Stock, par value $0.001 per  
share (the "Common Stock"), of EZJR, Inc. (the "Company"), which the            
undersigned is entitled to vote at the Annual Meeting of Stockholders of the    
Company to be held on August 11, 2009, commencing at 11:00 a.m. Pacific         
Daylight Time, at the Company's corporate counsel's offices, the Law Offices    
of Thomas C. Cook, 500 N. Rainbow, Suite 300, Las Vegas, NV  89107 or any       
adjournment of postponement thereof (1) as hereafter specified upon the         
proposals listed below and as particularly described in the Company's Proxy     
Statement and (2) in their discretion upon such other matters as may properly   
come before the meeting.                                                        

The undersign hereby acknowledges receipt of (1) Notice of Annual Meeting of    
Stockholders of the Company; and (2) accompanying Proxy Statement, for the      
fiscal year ended June 30, 2009.                                                

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.     
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]    

Proposal 1. - Election of Directors          FOR        WITHHOLD     ABSTAIN    

Nominees:                                                               
T. J. Jesky                              [ ]           [ ]         [ ]  

Proposal 2. - Ratification of Auditor        FOR        WITHHOLD     ABSTAIN    

Proposal to ratify of Moore & Associates, Chartered                     
as Independent Auditors for the year ending                             
June 30, 2010                            [ ]           [ ]         [ ]  

3.  To transact such other business as may properly come before the annual      
meeting and any adjournment or adjournments thereof.                    

The board of directors recommends you vote "FOR" each of the above proposals.   

This proxy when properly executed will be voted in the manner directed above.   
In the absence of direction for the above proposal, this proxy will be voted    
"FOR" that proposal.  Other matters: in their discretion, the appointed         
proxies are authorized to vote upon such other business as may properly come    
before the meeting.                                                             

If you plan to attend the Annual Meeting please mark this box [_]               

Dated:________________, 2009                                                    

SIGNATURE _______________________________________________________               

NAME (PRINTED) __________________________________________________               

TITLE ___________________________________________________________               

Important: Please sign exactly as name appears on this proxy.  When signing     
as attorney, executor, trustee, guardian, corporate officer, etc., please       
indicate full title.

DEF 14A	1st Page of 15	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

DEF 14A	2nd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 2nd

DEF 14A	3rd Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 3rd

DEF 14A	4th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 4th

DEF 14A	5th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 5th

DEF 14A	6th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 6th

DEF 14A	7th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 7th

DEF 14A	8th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 8th

DEF 14A	9th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 9th

DEF 14A	10th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 10th

DEF 14A	11th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 11th

DEF 14A	12th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 12th

DEF 14A	13th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 13th

DEF 14A	14th Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 14th

DEF 14A	Last Page of 15	TOC	1st	Previous	Next	↓Bottom	Just 15th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	6/30/10	10	15
	5/31/10	14
	8/11/09	2	15	8-K, 8-K/A
	7/22/09	2	14
Filed on / Effective on / For Period End:	7/21/09			3
	6/30/09	9	15	10-K, NT 10-K
	6/30/08	9		10-K
	8/14/06	9
				List all Filings

↑Top

Filing Submission 0001350071-09-000052 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ezjr Inc – ‘DEF 14A’ for 7/21/09

On: Tuesday, 7/21/09, at 2:19pm ET · Effective: 7/21/09 · For: 7/21/09 · Accession #: 1350071-9-52 · File #: 0-51861

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents