Item 5. Other Information
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS
a)
Exhibits:
Number
Description
Location
2.1
Agreement and Plan of Merger dated October 5, 2010.
Incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed on October 6, 2010.
2.2
Form of Certificate of Designation of Series H Preferred Stock.
Incorporated by reference to Exhibit 2.2 to the Registrant’s Form 8-K filed on October 6, 2010.
3.1
Certificate of Amendment to Articles of Incorporation dated August 10, 2010.
Incorporated by reference to Exhibit 3.19 to the Registrant’s Form 10-K filed on October 20, 2010.
4.1
$40,000 Convertible Promissory Note issued on October 13, 2010.
Filed electronically herewith.
4.2
$25,000 Convertible Promissory Note issued on October 25, 2010.
Filed electronically herewith.
4.3
$15,000 Convertible Promissory Note issued on November 5, 2010.
Filed electronically herewith.
4.4
$48,000 Promissory Note issued on November 8, 2010.
Filed electronically herewith.
4.5
$24,000 Promissory Note issued on November 19, 2010.
Filed electronically herewith.
4.6
$35,000 Promissory Note issued on November 22, 2010.
Filed electronically herewith.
4.7
$14,000 Convertible Promissory Note issued on November 25, 2010.
Filed electronically herewith.
4.8
$75,000 Convertible Promissory Note issued on December 3, 2010.
Filed electronically herewith.
4.9
$50,000 Convertible Promissory Note as assigned, amended and restated on December 3, 2010.
Filed electronically herewith.
4.10
$40,000 Convertible Promissory Note issued on December 7, 2010.
Filed electronically herewith.
4.11
$50,000 Promissory Note issued on December 15, 2010.
Filed electronically herewith.
4.12
Warrant to purchase up to 33,333,333 shares of common stock issued on December 15, 2010
Filed electronically herewith.
4.13
$50,000 Convertible Promissory Note as amended & restated on October 11, 2010
Incorporated by reference to Exhibit 4.7 to the Registrant’s Form 10Q filed on November 15, 2010.
4.14
$25,000 Convertible Promissory Note issued on October 11, 2010
Incorporated by reference to Exhibit 4.8 to the Registrant’s Form 10Q filed on November 15, 2010.
4.15
Purchase and Satisfaction Agreement dated October 8, 2010
Incorporated by reference to Exhibit 4.9 to the Registrant’s Form 10Q filed on November 15, 2010.
4.16
$25,000 Convertible Promissory Note issued on October 8, 2010
Incorporated by reference to Exhibit 4.10 to the Registrant’s Form 10Q filed on November 15, 2010.
4.17
$30,000 Convertible Promissory Note issued on October 21, 2010
Incorporated by reference to Exhibit 4.11 to the Registrant’s Form 10Q filed on November 15, 2010.
4.18
$30,000 Convertible Promissory Note as assigned, amended and restated on January 13, 2011.
Filed electronically herewith.
4.19
$50,000 Convertible Promissory Note issued on January 13, 2011.
Filed electronically herewith.
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4.20
$50,000 Convertible Promissory Note as assigned, amended and restated on January 27, 2011.
Filed electronically herewith.
4.21
$35,000 Convertible Promissory Note issued on January 31, 2011.
Filed electronically herewith.
10.1
2009 Restricted Stock Plan
Incorporated by reference to Appendix A to the Registrant’s Proxy Statement filed on October 26, 2009.
10.2
Investment Agreement by and among Flint Telecom Group, Inc. and Kodiak Capital Group, LLC dated November 23, 2010.
Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on November 30, 2010.
10.3
Registration Rights Agreement by and among Flint Telecom Group, Inc. and Kodiak Capital Group, LLC dated November 23, 2010.
Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on November 30, 2010.
10.4
Amended and Restated Investment Agreement by and among Kodiak Capital Group and Flint Telecom Group, Inc. dated January 21, 2011.
Incorporated by reference to Exhibit 10.20 of the Registrant’s Registration Statement on Form S-1 filed on January 21, 2011.
31.1
Certification pursuant to 17 C.F.R. ss.240.15d-14(a) for Vincent Browne.
Filed electronically herewith.
32.1
Certification pursuant to 18 U.S.C. ss.1350 for Vincent Browne.
Filed electronically herewith.
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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 22, 2011 By: /s/ Vincent Browne
---------------------------------------
Vincent Browne,
Chief Executive Officer (Principal
Executive Officer), and Chief Financial
Officer (Principal Accounting Officer)
46