Ealixir, Inc. 10-Q

ITEM 1. LEGAL PROCEEDINGS The Earthlink lawsuit as previously reported in the Company's Form 10K for the year ended March 31, 2003 has been settled. On May 19, 2003, the parties reached a settlement and signed a settlement and mutual general release agreement, in which Earthlink agreed to pay to 13 WizShop a total sum of $210,000. We are also a party to other legal proceedings in the normal course of business. Based on evaluation of these matters and discussions with counsel, we believe that any potential liabilities arising from these matters will not have a material adverse effect on our consolidated results of operations or financial position. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS The Company issued securities, which were not registered under the Securities Act of 1933, as amended, as follows: During the Quarter ended June 30, 2003, the Company did not issue any shares of its common stock to suppliers of services to the Company. However, the Company did issue 187,500 shares of common stock to Kathleen Wold on May 21, 2003 pursuant to an Amendment to the Agreement of Merger between Semotus, Acquisition Wireless, Inc., Cross Communications and Kathleen Wold in which the share price guarantee provision of the Merger Agreement was accelerated, and each party was released of any and all other remaining obligations. On May 1, 2003, Brown Simpson exercised 846,154 warrants by remitting $8,461.54 to Semotus, and Brown Simpson was issued 846,154 shares of common stock. With respect to these transactions, the Company relied on Section 4(2) of the Securities Act of 1933, as amended. The investors were given complete information concerning the Company. The appropriate restrictive legend was placed on the certificates 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.