Ealixir : Annual Report 2021 - Amended

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

EALIXIR INC.

40 SW 13th Street, Penthouse 1

Miami, FL 33130 305 958-3438 SIC Code 7374

Annual Report

For the Twelve Month Period Ended: Dec 31, 2021

• As of December 31, 2021, the number of shares outstanding of our Common Stock was 45,599,330.

• As of September 30, 2021, the number of shares outstanding of our Common Stock was 44,699,330.

• As of June 30, 2021, the number of shares outstanding of our Common Stock was 44,699,330.

• As of March 31, 2021, the number of shares outstanding of our Common Stock was 36,249,864.

• As of December 31, 2020, the number of shares outstanding of our Common Stock was 36,167,464.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes: ☐

No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐ No: ☒

1) Name and address(es) of the issuer and its predecessors (if any)

In answering this item, please also provide any names used by predecessor entities and the dates of the name changes.

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

The current name and address of the Company is "Ealixir, Inc.". On May 21, 2020, the Company engaged in a reverse merger whereby Budding Times Inc., a Nevada corporation, acquired all of the issued and outstanding securities of Ealixir Privacy Services Ltd. in exchange for an aggregate of 35,376,126 shares of its Common Stock issued to the shareholders of Ealixir, pro rata to their respective ownership in Ealixir (the "Merger"). As part of the Merger, Budding Times Inc. changed its name to Ealixir, Inc. and also engaged in a reverse stock split whereby one share of its Common Stock was issued in exchange for every 25 shares then issued and outstanding.

Prior to the Merger, Budding Times Inc. was a dormant company with no significant operations and sources of income. It was incorporated in the State of Nevada on September 7, 2019, under the name "Bull Run Capital Holdings, Inc." Thereafter, it changed its name to "Budding Times Inc." on January 8, 2020.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Nevada, active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

We engaged in a reverse stock split of our Common Stock split whereby one share of Common Stock was issued in exchange for every 25 shares then issued and outstanding. This reverse stock split became effective July 8, 2020, as part of the terms of the Merger.

All references to our issued and outstanding Common Stock in this report are presented on a post-reverse stock split basis, unless otherwise indicated.

The address(es) of the issuer's principal executive office:

40 SW 13th Street

Penthouse 1 Miami, FL 33130

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

None

2) Security Information

Trading symbol:	EAXR
Exact title and class of securities outstanding:	Common Stock
CUSIP:	27005B 103
Par or stated value:	$0.001
Total shares authorized: Common	300,000,000
OTC Markets Group Inc.

as of December 31, 2021

Preferred:	10,000,000	as of December 31, 2021
Total common shares outstanding:	45,599,330	as of December 31, 2021
Number of shares in the Public Float2:	624,338	as of December 31, 2021
Total number of shareholders of record:	459	as of December 31, 2021

All additional class(es) of publicly traded securities (if any): none

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

Par or stated value:

Total shares authorized: Total shares outstanding:as of date:as of date:

Transfer Agent

Name:	Olde Monmouth Stock Transfer r, Inc.
Phone:	732-872-2727
Email:	[e-mail]
Address:	200 Memorial Parkway, Atlantic Highlands, NJ 07716

Is the Transfer Agent registered under the Exchange Act? 3 Yes: ☒

No: ☐

3)Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent Fiscal Year End:

Opening Balance

*Right-click the rows below and select "Insert" to add rows as needed.

Date 12.31.2019

Common: 624,338

Preferred: 1,000,000

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

? (Yes/No)	Services Provided
5/21/2020	NEW	27,257,632	Common	N/A	NO	Enea Angelo Trevisan	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	707,839	Common	N/A	NO	Allianz Investments Inc (2)	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	20,340	Common	N/A	NO	Allianz Investments Inc (2)	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	3,500,000	Common	N/A	NO	Anastasia Trust (3)	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	500	Common	N/A	NO	Kelstock Investment Corp (4)	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	1,181,250	Common	N/A	NO	Tripanjeet Singh Ghuman	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	130,000	Common	N/A	NO	Alberto Grua	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	150,000	Common	N/A	NO	Mauro Marchiaro	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	150,000	Common	N/A	NO	Francesco Mazza	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	150,000	Common	N/A	NO	Abrahams Securities Ltd (5)	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	132,655	Common	N/A	NO	Maurizio Conti	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	18,980	Common	N/A	NO	Maurizio Conti	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	23,860	Common	N/A	NO	Maurizio Conti	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	100,000	Common	N/A	NO	Caruso Private Foundation (6)	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	50,000	Common	N/A	NO	Michele Collini	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	100,000	Common	N/A	NO	Camillo Gino Puliti	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	100,000	Common	N/A	NO	Antonio Valentini	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	93,966	Common	N/A	NO	Longobarda Iberica SL(7)	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	20,000	Common	N/A	NO	Longobarda Iberica SL(7)	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	93,963	Common	N/A	NO	Carlo Colella	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	30,680	Common	N/A	NO	Carlo Colella	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	30,000	Common	N/A	NO	Carlo Colella	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	80,000	Common	N/A	NO	Andrew Telsey	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	75,000	Common	N/A	NO	Marco Coletta	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	170,000	Common	N/A	NO	Marco Coletta	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	36,848	Common	N/A	NO	Attilio Conti	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	20,000	Common	N/A	NO	Paola Caravaggi	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	13,062	Common	N/A	NO	Donatella Molteni	MERGER	Restricted	Sec 4/2
5/21/2020	NEW	14,681	Common	N/A	NO	Donatella Molteni	MERGER	Restricted	Sec 4/2
5/21/2020	New	33,000	Common	N/A	NO	MIGNANI S.R.L. (8)	MERGER	Restricted	Sec 4/2
5/21/2020	New	20,161	Common	N/A	NO	Fumagalli Ingrid	MERGER	Restricted	Sec 4/2
5/21/2020	New	20,000	Common	N/A	NO	Fumagalli Angelo	MERGER	Restricted	Sec 4/2
5/21/2020	New	20,146	Common	N/A	NO	P AUTO SERVICE S.R.L (9)	MERGER	Restricted	Sec 4/2
5/21/2020	New	40,313	Common	N/A	NO	SIGMATRE SRL (10)	MERGER	Restricted	Sec 4/2
5/21/2020	New	300,000	Common	N/A	NO	Sunbiz Holdings (11)	MERGER	Restricted	Sec 4/2
5/21/2020	New	50,000	Common	N/A	NO	Roberto Zagnoni	MERGER	Restricted	Sec 4/2
5/21/2020	New	100,000	Common	N/A	NO	Mario D'Aragona	MERGER	Restricted	Sec 4/2
5/21/2020	New	5,000	Common	N/A	NO	Vincenzo Paolelli	MERGER	Restriced	Sec 4/2
5/21/2020	New	40,000	Common	N/A	NO	Massimo Galli	MERGER	Restricted	Sec 4/2
5/21/2020	New	20,000	Common	N/A	NO	Claudio Mirella	MERGER	Restricted	Sec 4/2
5/21/2020	New	100,000	Common	N/A	NO	Federica Maria Boni	MERGER	Restricted	Sec 4/2
5/21/2020	New	20,000	Common	N/A	NO	Alessandro Stradi	MERGER	Restricted	Sec 4/2
5/21/2020	New	156,250	Common	N/A	NO	LEMBERT HOLDINGS (12)	MERGER	Restricted	Sec 4/2
7/27/2020	New	5,000	Common	N/A	No	Atlanta Capital Partners LLC(13)	Consulting Services	Restricted	Sec 4/2
08/03/2020	New	80,000	Common	$2.50	Yes	Alessandro Nicasi	Cash	Restricted	Reg S