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
First
Amendment to the Agreement and Plan of Merger 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 April 24, 2009
Incorporated
by reference to Exhibit 2.2 to the Registrant’s Form 8-K filed on April
30, 2009.
4.1
Promissory
Note issued to John Lavery on March 13, 2009 for $300,000.
Filed
electronically herewith.
4.2
Promissory
Note issued to Donal Lawless on March 25, 2009 for €100,000
.
Filed
electronically herewith.
4.3
Promissory
Note issued to John Lavery on May 2, 2009 for $250,000.
Filed
electronically herewith.
4.4
Promissory
Note issued to Donal Lawless on May 5, 2009 for €100,000.
Filed
electronically herewith.
4.5
Promissory
Note issued to Michael Butler on May 13, 2009 for
$500,000.
Filed
electronically herewith.
4.6
Second
Amendment to Stock Purchase Agreement by and among Flint Telecom Group,
Inc. and China Voice Holding Corp. dated May 1, 2009.
Filed
electronically herewith.
4.7
Restructure
Agreement by and among Flint Telecom Group, Inc. and Michael Butler dated
May 13, 2009.
Filed
electronically herewith.
4.8
Convertible
Promissory Note issued to Michael Butler on May 13, 2009 for
$1,516,000.
Filed
electronically herewith.
4.9
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.
4.10
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.
4.11
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.
4.12
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.
4.13
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.
4.14
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.
4.15
First
Amendment to the Stock Purchase Agreement by and among China Voice Holding
Corp. and Flint Telecom Group, Inc. dated April 24, 2009.
Incorporated
by reference to Exhibit 4.2 of Registrant’s Form 8-K filed on April 30,
2009.
4.16
First
Amendment to the Promissory note issued from Flint Telecom Group, Inc. to
China Voice Holding Corp. dated March 16, 2009
Incorporated
by reference to Exhibit 4.3 of Registrant’s Form 8-K filed on April 30,
2009.
10.1
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.
10.2
Employment
Agreement by and among Flint Telecom Group, Inc. and Mr. Stephen Keaveney
dated March 1, 2009.
Incorporated
by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on March 6,
2009.
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 Stephen
Keaveney
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 Steve Keaveney
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:
May 20,
2009 By:
/s/ Vincent Browne
---------------------------------------
Vincent
Browne,
Chief
Executive Officer (Principal
Executive
Officer)
By:
/s/ Stephen Keaveney
---------------------------------------
Stephen
Keaveney, Chief Financial
Officer
(Principal Financial Officer)