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 March 31, 2009, as part of the closing of the acquisition of six U.S. subsidiary companies of China Voice Holding Corp., we issued 21,000,000 shares to China Voice Holding Corp., 6,500,000 shares of restricted common stock to newly appointed executive officers, vesting over a period of four years and 255,000 shares of restricted common stock to other key employees. We also issued a total of 1,200,000 shares of restricted common stock to certain ex-employees and consultants, as part of their compensation for services rendered. During the quarter ended March 31, 2009, we issued a total of 1,454,545 shares of restricted common stock to certain investors (See Note 7 for more details). Additionally, a number of convertible note holders converted their convertible promissory notes into restricted common shares at a conversion price equal to $0.275 per share, equaling a total of 5,361,025 shares of our restricted common stock. (See Note 12 for more details.) With respect to these transactions, we relied on Section 4(2) of the Securities Act of 1933, as amended. The investors are all accredited investors or certain persons outside the United States, and were 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. None.