Ealixir Inc (EAXR)

[my2Mustangs]

Looks like we're getting close to another RS or maybe an AS increase.
I bet Vince/fltt doesn't even have to ask the shareholders for a vote on a RS or an AS increase and because the papers in Nevada are in default and it will cost $750 to bring them current to be able to do an AS increase he will probably do another RS. Here's a link showing the $750 to make the papers active again:
http://nvsos.gov/sosentitysearch/FeeDetails.aspx?ctok=F7rc7JLiiwH7XbjmKa%252fMvQ%253d%253d

I know, $750 isn't much money but if Vince was doing his job it would have cost less money if the list of officers would have been filed when it was supposed to be, by 6/30/2012.

900M AS with almost 769M OS "as of March 2012" and the way shares have been having to be used to pay multiple note holders the remaining 131M shares won't last long and many have probably already been used since March.


Here's a list of notes as reported in the last 10Q.

Doesn't look like any of them have been "paid in full"



3 & 6 Months Ended December 31, 2010

Summary:
During the three and six months ended December 31, 2010, we issued $122,000 of total principal in the form of promissory notes, and $324,000 and $474,000, respectively, of total principal in the form of convertible promissory notes. Substantially all of the proceeds have been used for the continued operation of our business, including capital expenditures and working capital. During the three and six months ended December 31, 2010 we also restructured $260,000 and $334,850, respectively, principal amount of promissory notes into convertible promissory notes, which were assigned to third parties and subsequently partially converted into shares of common stock.


As of December 31, 2010, we had (taking into consideration the calculation of debt discounts) $4,007,321 of total principal owed under promissory notes and $1,981,918 of total principal owed under convertible promissory notes.


New Convertible Promissory Notes
In August of 2010 a $35,000 note was issued accruing interest at 18% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion, and containing a most favored nations clause relating to this variable conversion price. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


In September of 2010 a $40,000 note was issued accruing a rate of 10% per annum and convertible into shares of common stock at 33% of the Market Price at the date of conversion or $0.14 per share, whichever is higher. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On September 13, 2010 we issued a $25,000 convertible note, accruing interest at 6% per annum and having a maturity date of September 13, 2011, and convertible at a 50% discount to the lowest closing bid price on any of the previous 4 trading days from the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On September 22, 2010 a $50,000 convertible promissory note was issued accruing interest at a rate of 18% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion, and containing a most favored nations clause relating to this variable conversion price. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On October 8, 2010, $25,000 was invested and a $25,000 note was issued to an institution accruing interest at 8% per annum and convertible into shares of common stock at 25% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.





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On October 11, 2010, $25,000 was invested and a $25,000 note was issued to an institution accruing interest at 6% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On October 13, 2010, $40,000 was invested and a $40,000 note was issued to an institution accruing interest at 18% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On October 21, 2010, $30,000 was invested and a $30,000 note was issued to an institution accruing interest at 8% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On October 25, 2010, $25,000 was invested and a $25,000 note was issued to an institution accruing interest at 18% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On November 5, 2010, $15,000 was invested and a $15,000 note was issued to an institution accruing interest at 18% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On November 22, 2010, $35,000 was invested and a $35,000 note was issued to an institution accruing interest at 8% per annum and convertible into shares of common stock at 52% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On November 25, 2010, $14,000 was invested and a $14,000 note was issued to an institution accruing interest at 18% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On December 3, 2010, $75,000 was invested and a $75,000 note was issued to an institution accruing interest at 6% per annum and convertible into shares of common stock at 50% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


On December 7, 2010, $40,000 was invested and a $40,000 note was issued to an institution accruing interest at 8% per annum and convertible into shares of common stock at 52% of the Market Price at the date of conversion. In accordance with the terms of this note, the note holder cannot beneficially own greater than 4.99% of our total issued and outstanding common stock at any given point in time.


New Promissory Notes and Related Warrants


On November 8, 2010 and November 19, 2010, Vincent Browne invested $48,000 and $24,000, respectively and was issued promissory notes for those principal amounts, accruing no interest and having a Maturity Date of one year.





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On December 15, 2010, a third party invested $50,000 and was issued a $50,000 promissory note, accruing interest at 18% per annum and having a Maturity Date of January 31, 2011. Warrants to purchase up to 1,666,667 shares of common stock at an exercise price of $0.02 per share and having an expiration date of December 15, 2013 were also issued in connection with this $50,000 promissory note. The warrant component of this promissory note was valued at $50,000 and was recorded as a discount to the promissory note and was netted against the debt. As of December 31, 2010, the unamortized discount totaled $33,333.


Note Conversions and Restructures
Subsequent to the special meeting of the shareholders held on August 10, 2010, which authorized an increase in our total authorized common shares to 900 million shares, in August of 2010, the Company issued a total of 4,956,750 shares of common stock to ten investors as a result of conversions of all of the principal and accrued interest in a previously issued and outstanding $50,000 convertible promissory note, converting a total of $59,481 of existing debt into shares of the Company’s common stock.


In August and September of 2010, $15,800 from a $50,000 convertible note issued on December 18, 2009 was converted into 756,657 shares of common stock, leaving $18,200 outstanding. Additionally, in September 2010, $9,000 from a $25,750 convertible note issued in April of 2009 and assigned in May of 2010 was converted into 591,049 shares of common stock, leaving $7,000 outstanding.


In August of 2010, a 100,000 EURO note originally issued in May of 2009 was partially converted ($6,600 into 600,000 shares), and partially sold ($8,250) and subsequently converted into 750,000 shares of common stock. In September of 2010, $50,000 of this 100,000 EURO note was assigned to a third party and 750,000 shares were issued into an escrow account for the subsequent conversion of this note. The $50,000 note was amended to include the following terms: accruing interest at 6% per annum and having a maturity date of September 13, 2011, and convertible at a 50% discount to the lowest closing bid price on any of the previous 4 trading days from the date of conversion.


Also in August of 2010, $27,500 from the remaining $98,500 convertible note originally assigned in April of 2009 was assigned to a third party. The $27,500 note accrues no interest and is convertible into shares of common stock at $0.015 per share. In September of 2010 $10,000 worth of a $100,000 note issued in August of 2009 was made convertible at $0.10 per share and was converted into 100,000 shares of common stock.


On October 8, 2010, $25,000 from a 100,000 EURO note original issued in May of 2009 was sold to a third party and partially converted into 900,000 shares of common stock at $0.015 per share, with $11,050 of the $25,000 remaining outstanding as of December 31, 2010.


On October 11, 2010, $50,000 from the remaining balance on a 100,000 EURO note originally issued in May of 2009 was sold to a third party and 1,500,000 shares were issued into an escrow account for the subsequent conversion of the note. The $50,000 note was amended to include the following terms: accruing interest at 6% per annum and having a maturity date of October 11, 2011, and convertible at a 50% discount to the lowest closing bid price on any of the previous 4 trading days from the date of conversion.


During October through December of 2010, $44,000 from the remaining balance of $71,000 from a $98,500 promissory note originally issued on April 30, 2009 was assigned to various third parties and converted into a total of 3,000,000 shares of common stock. The remaining $27,000 outstanding balance was converted by the note holder into 2,250,000 shares of common stock.


On October 25, 2010, a portion, $16,000 out of a $100,000 promissory note issued on August 17, 2009 was amended to become convertible at $0.16 per share and converted into100,000 shares of common stock, leaving an outstanding principal balance of $67,817.


On November 3, 2010, the remaining outstanding balance of $75,000 on a promissory note originally issued on September 24, 2009 was assigned and converted into 2,709,445 shares of common stock.





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On December 3, 2010, $50,000 out of a $540,000 convertible promissory note was purchased by a third party. The $50,000 note was amended to include the following terms: accruing interest at 6% per annum and having a maturity date of December 3, 2011, and convertible at a 50% discount to the lowest closing bid price on any of the previous 4 trading days from the date of conversion.