Item 5. Other Information
ITEM
5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
a)
Exhibits:
Number
Description
Location
2.1
Agreement
and Plan of Merger dated January 29,
2009 by and among Flint, Flint
Acquisition Corps. (A-E), each a wholly owned subsidiary of Flint, CHVC,
CVC Int’l Inc., Cable and Voice Corporation, StarCom Alliance Inc,
Dial-Tone Communication Inc, Phone House Inc. (of Florida) and Phone
House, Inc. (of California) dated January 29, 2009
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on February
4, 2009.
2.2
Agreement
and Plan of Corporate Separation and Reorganization by and among Flint
Telecom Group, Inc. and Semotus, Inc. dated January 29,
2009.
Incorporated
by reference to Exhibit 2.3 to the Registrant’s Form 8-K filed on February
4, 2009.
2.3
Contribution
Agreement by and among Semotus Solutions, Inc., Flint Telecom, Inc. and
Flint Telecom Limited dated April 23, 2008.
Incorporated
by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on April
29, 2008.
2.4
Investment
Agreement by and among Semotus Solutions, Inc. and Flint Telecom, Ltd.
dated April 23, 2008.
Incorporated
by reference to Exhibit 2.2 of Registrant’s Form 8-K filed on April 29,
2008.
3.1
Certificate
of Amendment to Articles of Incorporation dated September 30,
2008.
Incorporated
by reference to Exhibit 3.1 of Registrant’s Form 8-K filed on October 7,
2008.
3.2
Certificate
of Amendment to Articles of Incorporation dated October 3,
2008.
Incorporated
by reference to Exhibit 3.2 of Registrant’s Form 8-K filed on October 7,
2008.
4.1
Convertible
Promissory Note dated April 23, 2008.
Incorporated
by reference to Exhibit 4.1 of Registrant’s Form 8-K filed on April 29,
2008.
4.2
Form
of FTI Warrant to purchase shares of the Company’s common stock at $0.50
per share.
Incorporated
by reference to Exhibit 4.1 of Registrant’s Form 8-K filed on October 7,
2008.
4.3
Form
of FTI Convertible Promissory Note to purchase shares of common
stock.
Incorporated
by reference to Exhibit 4.2 of Registrant’s Form 8-K filed on October 7,
2008.
4.4
Stock
Purchase Agreement by and among China Voice Holding Corp. and Flint
Telecom Group, Inc. dated January 29, 2009.
Incorporated
by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February
4, 2009.
4.5
Promissory
note issued from Flint Telecom Group, Inc. to China Voice Holding Corp.
dated January 29, 2009.
Incorporated
by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed on February
4, 2009.
4.6
Security
Agreement by and among Flint Telecom Group, Inc. and China Voice Holding
Corp. dated January 29, 2009.
Incorporated
by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed on February
4, 2009.
4.7
Common
Stock and Warrant Purchase Agreement by and among Flint Telecom Group,
Inc. and Redquartz Atlanta, LLC dated January 29, 2009.
Incorporated
by reference to Exhibit 4.4 to the Registrant’s Form 8-K filed on February
4, 2009.
4.8
Warrant
Certificate issued to Redquartz Atlanta, LLC dated January 29,
2009.
Incorporated
by reference to Exhibit 4.5 to the Registrant’s Form 8-K filed on February
4, 2009.
4.8
Common
Stock Subscription Agreement by and among Flint Telecom Group, Inc. and
David Tracey dated January 29, 2009.
Incorporated
by reference to Exhibit 4.6 of Registrant’s Form 8-K filed on October 7,
2008.
10.1
Amended
and Restated Employment Agreement by and among Flint Telecom Group, Inc.
and Mr. Anthony LaPine dated October 1, 2008.
Incorporated
by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on October 7,
2008.
10.2
Employment
Agreement by and among Flint Telecom Group, Inc. and Mr. Vincent Browne
dated October 6, 2008.
Incorporated
by reference to Exhibit 10.2 of Registrant’s Form 8-K filed on October 7,
2008.
10.3
Offer
letter by and among Flint Telecom Group, Inc. and Michael Butler dated
October 6, 2008.
Incorporated
by reference to Exhibit 10.3 of Registrant’s Form 8-K filed on October 7,
2008.
10.4
Employment
Agreement by and among Flint Telecom Group, Inc. and Mr. Bill Burbank
dated January 29, 2009.
Incorporated
by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on February 4,
2009.
10.5
Separation
Agreement by and among Flint Telecom Group, Inc. and Christopher Knight
dated November 6, 2008.
Incorporated
by reference to Exhibit 99.1 of Registrant’s Form 8-K filed on November
10, 2008.
31.1
Certification
pursuant to 17 C.F.R. ss.240.15d-14(a) for Vincent Browne
Filed
electronically herewith.
31.2
Certification
pursuant to 17 C.F.R. ss.240.15d-14(a) for Charles K. Dargan,
II.
Filed
electronically herewith.
32.1
Certification
pursuant to 18 U.S.C. ss.1350 for Vincent Browne.
Filed
electronically herewith.
32.2
Certification
pursuant to 18 U.S.C. ss.1350 for Charles K. Dargan, II.
Filed
electronically herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.
FLINT
TELECOM GROUP, INC.
Date:
February 20,
2009 By:
/s/ Vincent Browne
---------------------------------------
Vincent
Browne,
Chief Executive
Officer (Principal
Executive
Officer)
By:
/s/ Charles K. Dargan, II
---------------------------------------
Charles
K. Dargan, II, Chief Financial
Officer
(Principal Financial Officer)
End
of Filing
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.