Ealixir, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. We issued securities, which were not registered under the Securities Act of 1933, as amended, as follows: During the quarter ended September 30, 2008, Flint Telecom, Ltd. (“FTI Parent”) converted 100% of its convertible promissory note, which included the entire outstanding principal amount of $200,000 and all accrued interest up to and including July 22, 2008, which comes to a total of $204,000, into our restricted common shares at a conversion price equal to $0.275 per share, which equals a total of 741,818 shares of our restricted common stock. See Note 6 for more details. With respect to this transaction, we relied on Section 4(2) of the Securities Act of 1933, as amended. The investor, an accredited investor, was given complete information concerning us and represented that the shares were being acquired for investment purposes. The issuance was made without general solicitation or advertising. The appropriate restrictive legend was placed on the certificate and stop transfer instructions were issued to the transfer agent. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. We held our Annual Meeting of Stockholders on September 17, 2008, for the purpose of (1) electing four directors, (2) ratifying the appointment of L.L. Bradford & Company as the Company's independent accountants for the fiscal year ending March 31, 2009, (3) approving an amendment of our Articles of Incorporation to change the Company’s name from Semotus Solutions, Inc. to Flint Telecom Group, Inc., (4) approving an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000, (5) approving an amendment to our 2005 Stock Option Plan to increase the number of shares of common stock issuable upon the exercise of stock options granted under the Plan from 1,150,000 to 2,150,000 shares, and (6) approving an amendment to our Articles of Incorporation to effect a reverse stock split in a ratio ranging from one-for-two to one-for-five of all our issued and outstanding shares of common stock . The following summarizes the voting results: ITEM (1). Stockholders elected Anthony N. LaPine, Robert Lanz, Mark Williams and Laurence Murray each until the next Annual Meeting of Stockholders or until their successors have been duly elected and qualified. The vote for each director was as follows: Directors Votes For % of Shares Voted Votes Withheld % of Votes Withheld Anthony N. LaPine 2.372,937 97.43% 62,657 2.57% Robert Lanz 2,377,448 97.62% 58,146 2,38% Mark Williams 2,392,449 98.23% 43,145 1.77% Laurence W. Murray 2,391,500 98.19% 44,094 1.81% ITEM (2). The appointment of L.L. Bradford & Company as the Company's independent accountants for the fiscal year ending March 31, 2009 was approved. The vote was as follows: Votes For % of Shares Voted Votes Against Votes Abstained Broker Non-Votes 2,414,547 99.13% 12,690 8,356 -- ITEM (3). An amendment of our Articles of Incorporation to change the Company’s name from Semotus Solutions, Inc. to Flint Telecom Group, Inc. was approved. The vote was as follows: Votes For % of Shares Voted Votes Against Votes Abstained Broker Non-Votes 2,390,727 98.15% 36,595 8,271 -- ITEM (4). An amendment to our Articles of Incorporation to increase the Company’s total authorized shares of common stock from 50,000,000 to 100,000,000 was approved. The vote was as follows: Votes For % of Shares Voted Votes Against Votes Abstained Broker Non-Votes 2,143,954 88.02% 284,126 7,513 -- ITEM (5). An amendment to our 2005 Stock Option Plan to increase the number of shares of common stock issuable upon the exercise of stock options granted under the Plan from 1,150,000 to 2,150,000 shares was approved. The vote was as follows: Votes For % of Shares Voted Votes Against Votes Abstained Broker Non-Votes 1,428,588 93.54% 91,521 7,070 908,415 ITEM (6). An amendment to our Articles of Incorporation to effect a reverse stock split in a ratio ranging from one-for-two to one-for-five of all our issued and outstanding shares of common stock was approved. The vote was as follows: Votes For % of Shares Voted Votes Against Votes Abstained Broker Non-Votes 2,138,967 87.82% 222,358 74,268 --