form_8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
Form 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
Of
the Securities Exchange Act of 1934
Date of
Report (Date of earliest event
reported): December
19, 2008
FLINT
TELECOM GROUP, INC.
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(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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0-21069
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36-3574355
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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3390
Peachtree Rd. NE, Suite 1000, Atlanta,
GA 30326
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(Address
of Principal Executive
Offices) (Zip
Code)
(408)
399-6120
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(Registrant’s
Telephone Number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CRF 240.14d-2(b))
[ ]
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Between
the dates of November 20, 2008 to December 22, 2008, twenty four holders of
convertible promissory notes issued by Flint (the “Note Holders”) requested the
conversion of 100% of their Notes, which were issued between December of 2007
and May of 2008. These Note conversion requests included the entire
outstanding principal amounts of the Notes in an aggregate amount of $742,250,
all accrued interest up to and including the conversion request date and
additionally, per an agreement by and among the Note Holders and the Company,
all interest which would have accrued had the Note Holders waited to convert
their Notes until December 31, 2008, which comes to a total aggregate amount of
$793,473, into restricted common shares of Flint Telecom Group, Inc. at a
conversion price equal to $0.275 per share, which equals a total of 2,885,356
shares of our restricted common stock.
We believe our offering and sale of the securities in
the above transactions, made only to
accredited investors and certain persons outside of the United States, were exempt from registration under Section 4(2) of the Securities Act and Regulation S.
The securities issued pursuant to these conversions have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements of the Securities Act of 1933. The
appropriate restrictive legend was placed on the certificates and stop transfer
instructions were issued to the transfer agent.
ITEM
9. FINANCIAL STATEMENTS AND EXHIBITS.
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(c)
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Exhibits. The
following exhibits are filed with this
report:
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Exhibit
Number
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Description
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Location
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4.1
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Form
of Convertible Promissory Note.
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Incorporated
by reference to Exhibit 4.2 of Registrant’s Form 8-K filed on October 7,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, hereunto duly
authorized.
FLINT TELECOM GROUP, INC.
Date: December
29,
2008 By: /s/
Vincent Browne
Vincent
Browne,
Chief
Executive Officer