What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2008-11-13 compared with 2008-08-12 · 79 added, 27 removed, 6 unchanged (95% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

securities, which were not registered under the Securities Act of 1933, as

amended, as follows:

the quarter ended June 30, 2008 we issued a convertible promissory note to Flint

Telecom, Ltd.

(“Flint”) dated April 23, 2008 for $200,000 (the “Note”).

Note may be converted at any time into restricted common shares of Semotus at a

conversion price of $0.275 per share, for an aggregate of 727,272 shares

(subject to adjustment for any accrued interest, and subject to adjustment for

anti-dilution).

The unpaid principal shall accrue interest at 8% per

annum and all unconverted principal and interest is due and payable on April 23,

We incurred no placement agent fees or expenses for this

$200,000 investment.

These funds will be used to increase our sales and

marketing efforts and for other general working capital purposes.

2008, Flint converted 100% of the 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 restricted common shares

of Semotus Solutions, Inc.

at a conversion price equal to $0.275 per share,

which equals a total of 741,818 shares of our restricted common stock.

6 for more details on the Note.

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

respect to this transaction, we relied on Section 4(2) of the Securities Act of

1933, as amended.

The investor was given complete information concerning us and

represented that the shares were being acquired for investment purposes.

issuance was made without general solicitation or advertising.

appropriate restrictive legend was placed on the certificate and stop transfer

instructions were issued to the transfer agent.

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

The appropriate restrictive legend was placed on the

certificate and stop transfer instructions were issued to the transfer

DEFAULTS UPON SENIOR

SUBMISSION OF MATTERS TO A VOTE OF SECURITY

our Annual Meeting of Stockholders on September 17, 2008, for the purpose of (1)

electing four directors, (2) ratifying the appointment of L.L.

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:

Stockholders elected Anthony N.

Robert Lanz, Mark Williams and Laurence Murray each until the next Annual

Meeting of Stockholders or until their successors have been duly elected and

The vote for each director was as follows:

% of Shares Voted

Votes Withheld

% of Votes Withheld

The appointment of L.L.

Bradford & Company as the Company's independent

accountants for the fiscal year ending March 31, 2009 was

The vote was as follows:

% of Shares Voted

Votes Against

Votes Abstained

Broker Non-Votes

An amendment of our Articles of Incorporation to change the

Company’s name from Semotus Solutions, Inc.

to Flint Telecom Group,

was approved.

The vote was as follows:

% of Shares Voted

Votes Against

Votes Abstained

Broker Non-Votes

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:

% of Shares Voted

Votes Against

Votes Abstained

Broker Non-Votes

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

The vote was as follows:

% of Shares Voted

Votes Against

Votes Abstained

Broker Non-Votes

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.

vote was as follows:

% of Shares Voted

Votes Against

Votes Abstained

Broker Non-Votes

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities