F-1

As filed with the Securities and Exchange Commission on May 13, 2011

 File No. xxx-xxxxxx

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Registration Statement on Form F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FLINT INT’L SERVICES, INC.

(Exact name of registrant as specified in its charter)

The British Virgin Islands	8331	Applied For
(State or jurisdiction of incorporation or organization)	(Primary Industrial Classification Code No.)	I.R.S. Employer Identification No.

5732 HWY 7 West, Unit 15, Vaughn, ON, L4L 3A2, Canada  (877) 439-3001

(Address, including the ZIP code & telephone number, including area code of Registrant's principal executive office)

5732 HWY 7 West, Unit 15, Vaughn, ON, L4L 3A2, Canada  (877) 439-3001

 (Address of principal place of business or intended principal place of business)

5732 HWY 7 West, Unit 15, Vaughn, ON, L4L 3A2, Canada  (877) 439-3001

(Name, address, including zip code, and telephone number, including area code of agent for service)

	Copies to:
Jose Santos		The McCall Law Firm, PC
Forbes Hare		3201 Maple Ave.
P.O.  Box 4649		Suite 400
Road Town, Tortola		Dallas, TX 75201
British Virgin Islands		(972) 665 9600 Tel
(284) 494 1890		(817) 533 5330 Fax

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

We have not made any arrangements to place the funds in an escrow, trust, or similar account. Please see the Plan of Distribution section of the F-1 for more information.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the securities Act registration number of the earlier effective registration statement for the same offering. |_|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.   See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

 _______________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the securities Act registration number of the earlier effective registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the securities Act registration number of the earlier effective registration statement for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. |_|

_________________

No dealer, salesman or any other person has been authorized to give any quotation or to make any representations in connection with the offering described herein, other than those contained in this Prospectus.  If given or made, such other information or representation'; must not he relied upon as having been authorized by the Company or by any Underwriter.  This Prospectus does not constitute an offer to sell, or a solicitation of an otter to buy any securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

Prospectus Summary	2
Corporate Information	2
Summary Financial Data	3
Risk Factors	4
Forward Looking Statements	7
Dilution	7
Plan of Distribution	8
Use of Proceeds	10
Description of Business	11
Description of Property	13
Legal Proceedings	13
Securities Being Offered	13
Taxation	14
Management’s Discussion and Plan of Operations	18
Director’s, Executive Officers and Significant Employees	19
Remuneration of Officers and Directors	20
Interest of Management and Others in Certain Transactions	20
Principal Shareholders	21
Significant Parties	21
Relationship with Issuer of Experts Named in Registration Statement	21
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	21
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	22
Legal Matters	22
Experts	22
Dividend Policy	22
Capitalization	23
Transfer Agent	23
Financial Statements	F-1

Until the 90th day after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

CALCULATION OF REGISTRATION FEE

Title of Each Class of  Securities to be Registered	Amount to be Registered	Proposed Offering Price Per Share(1)	Minimum/Maximum Proposed Aggregate Offering(1)	Amount of Registration Fee
Ordinary shares, $0.001 par value Minimum Maximum	70,000 500,000	$1.00 $1.00	$ 70,000 $500,000	$ 10 $ 64
Total maximum	500,000	$1.00	$500,000	$ 64

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the registration statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933. |X|

(1) Estimated solely for the purpose of calculating the registration fee.

  Initial public offering prospectus

Flint Int’l Services, Inc.

Minimum of 70,000 shares of ordinary shares, and a

Maximum of 500,000 shares of ordinary shares

$1.00 per share

We are making a best efforts offering to sell ordinary shares in the capital of our company. The ordinary shares will be sold by our officer and director, Russell Hiebert after the effective date of this registration statement. The offering price was determined arbitrarily and we will raise a minimum of $70,000 and a maximum of $500,000. The money we raise in this offering before the minimum amount, $70,000, is sold will be deposited in a separate non-interest bearing bank account where the funds will be held for the benefit of those subscribing for our shares, until the minimum amount is raised at which time we will deposit them in our bank account and retain the transfer agent who will then issue the shares. The offering will end on November 15, 2011 and if the minimum subscription is not raised by the end of the offering period, all funds will be refunded promptly to those who subscribed for our shares, without interest. There is no minimum purchase requirement for subscribers. After the offering, our officer and director, Russell Heibert will continue to own sufficient shares to control the company.

The Offering:
	70,000 shares		500,000 shares
	Minimum offering		Maximum offering
	Per Share	Amount	Per Share	Amount
Public Offering Price	$1.00	$70,000	$1.00	$500,000

Offering expenses are estimated to be $16,769 if the minimum number of shares are sold, which equates to $0.002 per share, and $33,769 if the maximum number of shares are sold, which equates to $0.004 per share.

There is currently no market for our shares. We intend to work with a market maker who would then apply to have our securities quoted on the over-the-counter bulletin Board or on an exchange as soon as practicable after our offering. We will close our offering on November 15, 2011. However, it is possible that we do not get trading on the over-the-counter bulletin Board, and if we do get quoted on the bulletin board, we may not satisfy the listing requirements for an exchange, which are greater than that of the bulletin board.

____________________________

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See “Risk Factors” beginning on Page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

This Prospectus is dated __________________________

PROSPECTUS SUMMARY

OUR COMPANY

Flint Int'l Services, Inc. was incorporated on December 29, 2010 under the laws of the Cayman Islands in order to purchase 100% of the outstanding interests of Flint Management, LLC, a Canadian corporation.  In May 2011, we completed a merger/redomestication into our wholly owned subsidiary based in the British Virgin Islands, also named Flint Int'l Services, Inc., which was formed as a business company with limited liability (meaning the liability of shareholders is limited to the price paid for their shares). The British Virgin Islands corporation became the surviving entity along with its Memorandum and Articles.

Flint Management, LLC (“Flint LLC”) is a wholly owned subsidiary of Flint Int’l Services, Inc. (“FLINT” or “the Company” or “we”) and was formed in January 2004 as an Ontario, Canada Corporation.  Flint LLC, is an education corporation that tailor-makes courses designed to cover a specific topic or range of topics in a concise, easy to understand, computer-based format.

In Note 6 to the Company’s consolidated financial statements, the Company discusses a substantial doubt that we can continue as a going concern.   We expect that the proceeds of this offering will reduce that risk.

THE OFFERING

The Company’s officer and director will be selling the offering:

	Minimum		Midpoint		Maximum
Ordinary shares offered		70,000		285,000		500,000
Ordinary shares outstanding before this offering		7,500,000		7,500,000		7,500,000
Total shares outstanding after this offering		7,570,000		7,785,000		8,000,000

Officers, directors and their affiliates will not be able to purchase shares in this offering.

2

SUMMARY FINANCIAL DATA

The following table sets forth certain of our summary financial information. This information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this prospectus.

Balance Sheet	AUDITED December 31, 2010			AUDITED  31, 2009 December 31, 2009
Working Capital	$	7,462		$	14,044
Total Assets	$	150,951		$	142,639
Total Liabilities	$	124,015		$	116,752
Shareholder's Equity	$	26,936		$	25,887
Statement of Operations	AUDITED December 31, 2010			AUDITED December 31, 2009
Revenue	$	438,278		$	367,989
Cost of Sales	$	324,120		$	243,251
Operating Expenses	$	114,038		$	82,208
Other Expense	$	-		$	-
Income Tax Provision	$	(1,370	)	$	(6,726	)
Net Income (Loss)	$	(1,250	)	$	(35,804	)
Earnings (Loss) per share: Basic & Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Shares Outstanding		7,500,000			7,500,000

3

RISK FACTORS

The investor should carefully consider the risks described below and all other information contained in this prospectus before making an investment decision. We have identified all material risks known to, and anticipated by, us as of the filing of this registration statement.

We have a limited operating history, with minimal retained earnings, which, if losses occur, could cause us to run out of money and close our business.

We have minimal retained earnings from operations.  There is not sufficient gross revenue and profit to finance our planned growth and, without additional financing as outlined in this prospectus, we could continue to experience losses in the future. Our accumulated deficit as of December 31, 2010 was $2,238. We may incur significant expenses in promoting our business, and as a result, will need to generate significant revenues over and above our current revenue to achieve consistent profitability. If we are unable to achieve that profitability, your investment in our ordinary shares may decline or become worthless.

We rely on our sole officer for decisions and he may make decisions that are not in the best interest of all shareholders.

We rely on our officer, Russell Hiebert, to direct the affairs of the company and rely upon them to competently operate the business. We do not have key man insurance on him and have no employment agreements with him. Should something happen to them, this reliance on one person could have a material detrimental impact on our business and could cause the business to lose its place in the market, or even fail. Such events could cause the value of our shares to decline or become worthless.

Our sole officer will retain control over our business after the offering and may make decisions that are not in the best interest of all shareholders.

Upon completion of this offering, our officer, Russell Hiebert, will, in the aggregate, beneficially own approximately 92.47% (or 87.50% if maximum is sold) of the outstanding ordinary shares. As a result, our sole officer will have the ability to control all the matters submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation or sale of all of our assets. He will also control our management and affairs. Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of us, impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to take control of us, even if the transaction would be beneficial to other shareholders. This in turn could cause the value of our shares to decline or become worthless.

Although we believe the funds we raise in this offering will allow us to generate sufficient funds from operations, if that is not the case, we may have to raise additional capital which may not be available or may be too costly, which, if we cannot obtain, could cause us to have to cease our operations.

We expect that the funds we raise in this offering will take us to the point of a positive cash flow. However, if that does not turn out to be the case, our capital requirements could be more than our operating income. As of December 31, 2010, our cash balance was $25,975. We do not have sufficient cash to indefinitely sustain operating losses, but believe we can continue to generate positive cash flow within twelve months from the funds raised in this offering. Our potential profitability depends on our ability to generate and sustain substantially higher net sales with reasonable expense levels. We may not operate on a profitable basis or that cash flow from operations will be sufficient to pay our operating costs. We anticipate that the funds raised in this offering will be sufficient to fund our planned growth for the year after we close on the offering assuming we raise the minimum amount in this offering. Thereafter, if we do not achieve profitability, we will need to raise additional capital to finance our operations. We have no current or proposed financing plans or arrangements other than this offering. We could seek additional financing through debt or equity offerings. Additional financing may not be available to us, or, if available, may be on terms unacceptable or unfavorable to us. If we need and cannot raise additional funds, further development of our business, upgrades in our technology, additions to our product lines may be delayed or postponed indefinitely; if this happens, the value of your investment could decline or become worthless.

No public market for our ordinary shares currently exists and an active trading market may never materialize, and an investor may not be able to sell their shares.

4

Prior to this offering, there has been no public market for our ordinary shares. We plan work with a market maker who would then apply to have our securities quoted on the OTC Bulletin Board (“OTCBB”). In order to be quoted on the OTCBB, we must be sponsored by a participating market maker who would make the application on our behalf; at this time, we are not aware of a market maker who intends to sponsor our securities and make a market in our shares. Assuming we become quoted, an active trading market still may not develop and if an active market does not develop, the market value could decline to a value below the offering price in this prospectus. Additionally, if the market is not active or illiquid, investors may not be able to sell their securities.

If a public trading market for our ordinary shares materializes, we will be classified as a ‘penny stock’ which has additional requirements in trading the shares, which could cause an investor not to be able to sell their shares.

The U.S. Securities and Exchange Commission treats shares of certain companies as a ‘penny stock’. We are not aware of a market maker who intends to make a market in our shares, but should we be cleared to trade, we would be classified as a ‘penny stock’ which makes it harder to trade even if it is traded on an electronic exchange like the over-the-counter bulletin board. These requirements include (i) broker-dealers who sell to customers must have the buyer fill out a questionnaire, and (ii) broker-dealers may decide upon the information given by a prospective buyer whether or not the broker-dealer determines the shares are suitable for their financial position. These rules may adversely affect the ability of both the selling broker-dealer and the buying broker-dealer to trade the securities as well as the purchasers of investors’ securities to sell them in the secondary market. These requirements may cause potential buyers to be eliminated and the market for the ordinary shares investors purchase in this offering could have no effective market to sell into, thereby causing investors’ investment to be worthless.

Investing in a penny stock has inherent risks, affecting brokers, buyers and sellers, which could cause the marketability of your shares to be lesser than if there were not those requirements.

When a seller of a ‘penny stock’ desires to sell, they must execute that trade through a broker. Many brokers do not deal in penny stocks, so a seller’s ability to market/sell their shares is reduced because of the number of brokers who engage in trading such shares. Additionally, if a broker does engage in trading penny stocks, and the broker has a client who wishes to buy the shares, they must have the client fill out a number of pages of paperwork before they can execute the trade. These requirements cause a burden to some who may decide not to buy because of the additional paperwork. Thus, the marketability of the shares is less as a penny stock than as a stock listed on an exchange. This could cause the investment to be less liquid and investors may not be able to market their shares effectively.

Shareholders purchasing shares in this offering will experience immediate and substantial dilution, causing their investment to immediately be worth less than their purchase price.

If ordinary shares is purchased in this offering, the shares will experience an immediate and substantial dilution in the projected book value of the ordinary shares from the price paid  in this initial offering. Thus, shares purchased in this offering at $1.00 per share, will be substantially higher in cost than the cost to our current shareholders. The following represents your dilution: (a) if the minimum of 70,000 shares are sold, an immediate decrease in book value to our new shareholders from $1.00 to $0.01 per share and an immediate dilution to the new shareholders of $0.99 per ordinary share; (b) if the midpoint of 285,000 shares are sold, an immediate decrease in book value to our new shareholders from $1.00 to $0.04 per share and an immediate dilution to the new shareholders of $0.96 per ordinary share. and (c) if the maximum of 500,000 shares are sold, an immediate decrease in book value to our new shareholders from $1.00 to $0.06 per share and an immediate dilution to the new shareholders of $0.94 per ordinary share.

Investors are not able to cancel their subscription agreements they sign, therefore losing any chance to change their minds.

Once the Company receives an investors subscription, the investor will not be able to cancel their subscription and will therefore lose any right or opportunity to change their decision to subscribe.

Our offering price of $1.00 was determined arbitrarily by our Sole Office and Director.  Your investment may not be worth as much as the offering price because of the method of its determination.

The Sole Office and Director arbitrarily determined the price for the offering of $1.00 per share.  As the offering price is not based on a specific calculation or metric the price has inherent risks and therefore your investment could be worth less than the offering price.

5

Our audit report dated April 14, 2011, from our auditors discloses in Note 6 to the financial statements that there is substantial doubt as to our ability to continue as a going concern, which, if true, could result in your investment becoming worth significantly less than the offering price, or possibly even causing it to become worthless.

As discussed in Note 5 to our financial statements there is a substantial doubt that we can continue as a going concern. If we are unable to continue as a going concern, we will have to close our doors or recapitalize, both of which would cause a loss of value, either through dilution or becoming worthless if we close down altogether.

The money we raise in this offering before the minimum amount is met will be held uncashed in a company safe, and could be within reach of creditors, which if accessed, such action could cause your investment to lose value or become worthless.

The money we raise in this offering before the minimum amount of $70,000 is sold, will be held uncashed in a company safe. Although we believe that creditors would not have access to it, there is a possibility they could gain access to the funds to satisfy liabilities of the Company. If such access occurred, there is a possibility that the Company would not have them to refund to the investors if the minimum offering is not raised, which could cause the investment to lose value or become worthless.

6

FORWARD LOOKING STATEMENTS

This prospectus contains forward looking statements. These forward looking statements are not historical facts but rather are based our current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks" and "estimates", and variations of these words and similar expressions, are intended to identify forward looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed, implied or forecasted in the forward looking statements. In addition, the forward looking events discussed in this prospectus might not occur. These risks and uncertainties include, among others, those described in "Risk Factors" and elsewhere in this prospectus. Readers are cautioned not to place undue reliance on these forward looking statements, which reflect our management's view only as of the date of this prospectus.

DILUTION

If ordinary shares are purchased in this offering, the shares will experience an immediate and substantial dilution in the projected book value of the ordinary shares from the price paid  in this initial offering.

The book value of our ordinary shares as at December 31, 2010 was $26,935 or $0.00 per share. Projected book value per share is equal to our total assets, less total liabilities, divided by the number of ordinary shares outstanding.

After giving effect to the sale of ordinary shares offered by us in this offering, and the receipt and application of the estimated net proceeds (at an initial public offering price of $1.00 per share, after deducting estimated offering expenses), our projected book value as December 31, 2010 would be:

Positive $80,256 or $0.01 per share, if the minimum is sold, $286,166 or $0.04 per share, if the midpoint amount is sold, and $493,166 or $0.06 per share, if the maximum is sold.

This means that if you buy shares in this offering at $1.00 per share, you will pay substantially more than our current shareholders. The following represents your dilution:

 ●  if the minimum of 70,000 shares are sold, an immediate decrease in book value to our new shareholders from $1.00 to $0.01 per share and an immediate dilution to the new shareholders of $0.99 per ordinary share.

 ●  if the midpoint amount of 285,000 shares are sold, an immediate decrease in book value to our new shareholders from $1.00 to $0.04 per share and an immediate dilution to the new shareholders of $0.96 per ordinary share. 

 ●  if the maximum of 500,000 shares are sold, an immediate decrease in book value to our new shareholders from $1.00 to $0.06 per share and an immediate dilution to the new shareholders of $0.94 per ordinary share.

The following table illustrates this per share dilution:

	Minimum			Midpoint			Maximum
Assumed initial public offering price	$	1.00		$	1.00		$	1.00
Book value as of December 31, 2010	$	0.00		$	0.00		$	0.00
Projected book value after this offering	$	0.01		$	0.03		$	0.06
Increase attributable to new shareholders:	$	0.01		$	0.04		$	0.06
Projected book value as of
December 31, 2010 after this offering	$	0.01		$	0.04		$	0.06
Decrease to new shareholders	$	0.99		$	6		$	0.94
Percentage dilution to new shareholders		99	%		96	%		94	%

7

The following table summarizes and shows on a projected basis as of December 31, 2010, the differences between the number of ordinary shares  purchased, the total consideration paid and the total average price per share paid by the existing shareholders and the new investors purchasing ordinary shares in this offering:

Minimum offering	Number of shares owned		Percent of shares owned		Amount paid		Average price per share
Current investors		7,500,000		99.08	$	0	$	0.00
New investors		70,000		0.92	$	70,000	$	1.00
Total		7,570,000		100.00	$	70,000
Midpoint offering
Current investors		7,500,000		96.34	$	0	$	0.00
New investors		285,000		3.66	$	285,000	$	1.00
Total		7,785,000		100.00	$	285,000
Maximum offering
Current investors		7,500,000		93.75	$	0	$	0.00
New investors		500,000		6.25	$	500,000	$	1.00
Total		8,000,000		100.00	$	500,000

PLAN OF DISTRIBUTION

The ordinary shares are being sold on our behalf by our sole officer and director, who will receive no commission on such sales. All sales will be made by personal contact by our officer and director, Russell Hiebert. We will not be mailing our prospectus to anyone or soliciting anyone who is not personally known by him, or introduced or referred to him. We have no agreements, understandings or commitments, whether written or oral, to offer or sell the securities to any individual or entity, or with any person, including our attorney, or group for referrals and if there are any referrals, we will not pay finder’s fees.

8

The officer will be selling the ordinary shares in this offering relying on the safe harbor from broker registration under the Rule 3a4-1(a) of the Securities Exchange Act of 1934. The officer qualifies under this safe harbor because they (a) are not subject to a statutory disqualification, (b) will not be compensated in connection with his participation by the payment or other remuneration based either directly or indirectly on transactions in the securities, (c) are not an associated person of a broker dealer, and have not been an associated person of a broker dealer within the preceding twelve months, and (d) primarily performs, and will perform, after this offering, substantial duties for the issuer other than in connection with the proposed sale of securities in this offering, and he is not a broker dealer, or an associated person of a broker dealer, within the preceding 12 months, and they have not participated in selling securities for any issuer in the past 12 months and shall not sell for another issuer in the twelve months following the last sale in this offering.

Additionally, he will be contacting relatives, friends and business associates to invest in this offering and provide them with a printed copy of the prospectus and subscription agreement. No printed advertising materials will be used for solicitation, no internet solicitation and no cold calling people to solicit interest for investment.  Officers, directors and affiliates will not be able to purchase shares in this offering.

The money we raise in this offering before the minimum amount is sold will be held uncashed, in a company safe where the funds will be held for the benefit of those subscribing for our shares, until the minimum amount is raised, at which time we will deposit the funds in our bank account and retain the transfer agent who will then issue the shares. We do not have an escrow agreement or any other agreement regarding the custody of the funds we raise. The offering will end on November 15, 2011 and if the minimum subscription is not raised by the end of the offering period, all funds will be refunded by the end of the next business day to those who subscribed for our shares, without interest. The offering will close on November 15, 2011, if not terminated sooner.

The subscription agreement will provide investors the opportunity to purchase shares at $1.00 per share by purchasing directly from the Company. The agreement also provides that investors are not entitled to cancel, terminate or revoke the agreement. In addition, if the minimum subscription is not raised by November 15, 2011, the subscription agreement will be terminated and any funds received will be promptly returned to the investors. Changes in the material terms of this offering and the effective date of this registration statement will terminate the original offer and subscribers would then be entitled to a refund. Material changes include but are not limited to a) extension of the offering period beyond November 15, 2011, b) a change in the offering price, c) a change in the minimum purchase required by investors, d) a change in the amount of proceeds necessary to release proceeds to the company, and e) a change in the application of proceeds from the offering. With the exception of the extension of the offering period beyond November 15, 2011, any modifications to the terms of the offering will require the Company to return all proceeds of the offering to investors and institute a new offer by means of a post-effective amendment or other filing. If the offering period is extended past November 15, 2011, the Company will file a post-effective amendment informing purchasers that their investment will be refunded pursuant to the terms described in the prospectus. If purchasers wish to subscribe to the extended offer, they must make an affirmative statement declaring their wish to do so.

Certificates for ordinary shares sold in this offering will be delivered to the purchasers by Signature Stock Transfer, Inc., the stock transfer company chosen by the company within 30 days of the minimum subscription amount being raised. The transfer agent will only be engaged in the event that we obtain at least the minimum subscription amount in this offering.

9

USE OF PROCEEDS

The total cost of the minimum offering is estimated to be $16,769, or $33,769 if the maximum is sold consisting primarily of legal, accounting and blue sky fees (the fees charged by regulatory agencies or states with regard to this offering).

The following table sets forth how we anticipate using the proceeds from selling ordinary shares in this offering, reflecting the minimum and maximum subscription amounts:

	$70,000 Minimum		$285,000 Midpoint		$500,000 Maximum
Legal, Accounting & Printing Expenses	$	6,500	$	15,500	$	23,500
Other Offering Expenses		10,269		10,269		10,269
Net Proceeds to Company		53,231		259,231		466,231
TOTAL	$	70,000	$	285,000	$	500,000

The following describe each of the expense categories:

·   Legal, accounting and printing expense is the estimated costs associated with this offering. As more shares are sold, we anticipate legal fees to increase due to the likelihood of investors being from other states which could result in state blue sky securities filings. Although our legal fees are not contingent on the number of shares sold, it is likely that the legal fees will increase as our attorney will charge us for these filings.  Also, as more shares are sold, our printing expenses will increase.

·   Other offering expenses include SEC registration fee, blue sky fees and miscellaneous expenses with regards to this offering.  The blue sky fees are fees charged by the States to pay for registering in various states, which vary by state, as well as additional legal fees.

The following table sets forth how we anticipate using the net proceeds to the company:

	$70,000 Minimum		$285,000 Midpoint		$500,000 Maximum
Marketing/Promotion	$	3,000	$	30,000	$	60,000
Supplies/Travel		4,000		20,000		50,000
Equipment		18,000		75,000		115,000
Salaries and Commissions		25,000		120,000		210,000
General Corporate Overhead (1)		3,231		14,231		31,231
Proceeds to Company	$	53,231	$	259,231	$	466,231

(1) General Corporate overhead includes office rent, office supplies, utilities, taxes, and any other expense incurred in the normal course of business.

We do not plan to use any of the proceeds to pay off debts owed by the Company. Additionally, all amounts allocated for salaries/commissions will be for new hires and not for officers or directors of the company.  For a more detailed discussion of the use of proceeds, reader is referred to the Management’s Discussion and Plan of Operation section of this offering.

Advertising: We plan to utilize traditional advertising mediums (newspaper, industry magazines, etc.).

10

DESCRIPTION OF BUSINESS

Flint Management, LLC (“Flint LLC”) is a wholly owned subsidiary of Flint Int’l Services, Inc. (“FLINT” or “the Company” or “we” or "our") and was formed in January 2004 as an Ontario, Canada Corporation.  Flint LLC, is an education technology company [corporation?] that tailor-makes electronic lessons and courses in an easily accessible, interactive bundle.

We believe in the potential of people. Effective communication holds the key to tapping this potential. But communication requires translation. Not just between languages but also between styles, entrenched opinions and beliefs. Today we communicate more but we listen less. We erect barriers to communication to cope with the barrage of information and to avoid the risk of being misled. These barriers exist between cultures, company departments, partners and project stakeholders.

At FLINT we believe these barriers suppress the potential of professionals more than any other single factor within an organization. As a company our goal is to patiently and persistently dismantle these barriers.

Our mission is to engage the potential of professionals through electronic learning mediums. We achieve this by understanding the barriers and enablers to change, by developing creative and engaging learning solutions, and by demonstrating authenticity, honesty and respect in all our business dealings. As a result, we provide custom eLearning solutions.

Our solutions include comprehensive consulting, project management, instructional design, and eLearning course development services. With over 50 years of collective experience in communications, change management and interactive media development we build eLearning solutions that work. We make companies work better by helping people work smarter.

Our competitive advantage is based on three central platforms:

1. Content Development - We conduct in-depth research on a wide range of corporate subjects. We then develop content that is engaging and messages that are accurate and succinct.

2. Design - Our custom eLearning designs engage learners. We apply adult learning principles and a full range of multi-media techniques to appeal to all learning styles.

3. Retention Strategies - Our learning solutions are developed to produce sustainable change. To achieve this we supplement our leaning modules with self-help tools that learners integrate into their everyday lives. These tools both reinforce learning and simplify tasks.

Our customers are varied and include institutions in both the public and private sectors. We have developed programs on a wide range of corporate subjects.  We are a Vendor of Record with the Ontario Provincial Government in Canada. Our custom designs have won awards in both the public and private sector.  Our customers engage us for two key reasons:

1. To make the complex simple: Apply adult learning techniques to present complex subjects in a way that engages learners to produce measurable and sustainable change.

2. Identify current and desired behaviors: We develop a learning experience to close the gap, measure and continuously improve the learning experience.

eLearning offers a number of unique benefits such as:

1. Reduced cost: There are no instructor salaries, meeting room rental fees, student travel or lodging costs with eLearning.  eLearning also considerably minimizes the time spent away from the job.

2. Increased retention: A user-driven, interactive experience combined with built in retention tools can increase retention by greater than 25% over classroom training.

3. Improved Convenience: eLearning offers an on-demand, portable learning experience. Learners can access training anytime, anywhere for refreshers or reference, resulting in an environmentally conscious process as there is no paper involved.

eLearning is a powerful communication medium that can be applied in both traditional and non-traditional learning applications. We have proven eLearning can help to facilitate change, collaboration, compliance. eLearning can be supplemented with self-service and decision support tools to operationalize learning.

Following are examples of eLearning projects FLINT has created:

11

· Web-based multimedia training for the Toronto Financial Services Association

- Conversion of 60 hours of classroom material into an interactive online experience for the Ontario Native Welfare Administrators Association

- Multi-module project designed to provide broad teaching to 100-level students. It consists of 5 eLearning modules running a total length of 9 hours. Designed for Healthcare Supply Chain Network

- A single repository, or tool box, for thousands of public sector Project Management and IT Architecture professionals seeking learning, templates and links related to the subject matter. A classroom training course was offered in addition to the eLearning module.

For reference purposes the reader is referred to our web site at flinttc.com to read more about prior customers, our services, and our products.

MARKETING ACTIVITIES

Marketing activities have been restricted by lack of available cash flow and as such have been limited to networking within the industry and mailing out targeted collateral pieces. Through the proceeds of this offering, the company intends to increase marketing activities through printed circulars, newspapers, trade magazines and internet advertising.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Our revenue from continuing operations during the past three years was derived from the sale of services to the energy industry.  During 2010 and 2009, respectively, the Company generated 98% and 83.6% of their revenue from their three largest customers.  The customers, in order of sales revenue for both 2009 and 2008 are: The FRAC Head Corporation (related party), Range Resources, and J-W Operating Company.  In 2008 the customers in order of sales revenue were The FRAC Head Corporation (related party), Range Resources and Wynn-Crosby Corp.

GOVERNMENT REGULATION

The Companies business and services are not subject to any material governmental regulation.  At the present time we are unaware of any governmental regulations that are in effect that would impact our business operations.

OUR QUALIFICATIONS

Our qualifications are our proprietary product offerings, our reputation, and our experience in the e-learning industry.

INDUSTRY AND COMPETITORS

We continue to believe in the strength of the long-term fundamentals of our business.  Since our customers are typically signed on for a single project, our business depends on a consistent ability to find new clients and provide a quality product for them. Since there is a low barrier to entry into a technological, web-based company like FLINT, new clients choose the Company because of  our past performance and our experience.

Our services are provided in highly competitive domestic markets.  Competitive factors impacting sales of our services include:

- price;

- service delivery (including the ability to deliver services on an “as needed, where needed” basis);

- quality;

- value

SOURCES AND THE AVAILABILITY OF RESOURCES

Resources essential to our business, including computers and bandwidth, are normally readily available.   We are always seeking ways to ensure the availability of resources, as well as manage their costs.

SEASONALITY

On an overall basis, our operations are not generally affected by seasonality.  Weather and natural phenomena can temporarily affect the performance of our services through power outages and unexpected bandwidth interruption.

12

FUTURE PRODUCTS AND SERVICES

The nature of our business is that each product we create is uniquely tailored to the client’s needs. We do not have any plans to expand our current scope of product development, but this is largely dependent on the client.

NUMBER OF EMPLOYEES

The Company presently has 2 employees, the Sole Office and Director and an administrative assistant.  All other workers are subcontractors hired on a job by job basis.

SUBSIDIARIES

The Company has one subsidiary, Flint Management, LLC.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

We are not aware of nor do we anticipate any environmental laws with which we will have to comply.

MERGERS & ACQUISITIONS

The Company has one subsidiary, Flint Management, LLC, which it acquired through a reverse merger in 2010.  Otherwise, the Company has not made nor is it subject to any additional mergers or acquisitions.

FUTURE INDEBTEDNESS & FINANCING

With the approval of this registration statement the Company does not anticipate having cash flow and liquidity problems within the next twelve months. The Company is not in violation of any note, loan, lease or other indebtedness or financing arrangement requiring the Company to make payments.

Our working capital at December 31, 2010 was $7,462.  We believe that by raising the minimum amount of funds in this offering, coupled with the impact of increased revenue related to raised funds expensed on sales generation, we will have sufficient funds to cash flow our growth plans for a minimum of twelve.  We are of this belief as we generated a small negative cash flow ($5,798) in 2010 and positive cash flow in 2009, $18,637, and that we plan to spend $28,000 of the offering funds directly on raising revenues.

PUBLIC INFORMATION

We do not have any information that has been made public or that will require an investment or material asset of ours.

Additional information:

We have made no public announcements to date and have no additional or new products or services. In addition, we don’t intend to spend funds in the field of research and development; no money has been spent or is contemplated to be spent on customer sponsored research activities relating to the development of new products, services or techniques; and we do not anticipate spending funds on improvement of existing products, services or techniques.

DESCRIPTION OF PROPERTY

Our corporate facilities are located in a 800 sf office space in Vaughn, ON, Canada. We pay $850 Canadian per month, on a lease that expires on January 31, 2012.

LEGAL PROCEEDINGS

We are not involved in any legal proceedings at this time.

SECURITIES BEING OFFERED

We are offering for sale ordinary shares in the capital of our Company at a price of $1.00 per share. We are offering a minimum of 70,000 shares and a maximum of 500,000 shares. The authorized capital in our Company consists of 50,000,000  ordinary shares having a nominal or par value of $0.001 per share and 20,000,000 preferred shares having a nominal or par value of $0.001 per share.  As December 31, 2010, we had 7,500,000 ordinary shares issued and outstanding and no preferred shares outstanding.

13

Every investor who purchases our ordinary shares is entitled to one vote at meetings of our shareholders and to participate equally and ratably in any dividends declared by us and in any property or assets that may be distributed by us to the holders of ordinary shares in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company.

The existing shareholders and all who subscribe to ordinary shares in this offering do not have a preemptive right to purchase ordinary shares offered for sale by us, and no right to cumulative voting in the election of our directors. These provisions apply to all holders of our ordinary shares.

TAXATION

The following summary of the material British Virgin Islands and United States federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our Ordinary Share, such as the tax consequences under state, local and other tax laws. To the extent that the discussion relates to matters of British Virgin Islands tax law, it is the opinion of Forbes Hare, our special British Virgin Islands counsel.

British Virgin Islands Taxation

The Government of the British Virgin Islands, will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon the company or its shareholders.  The British Virgin Islands are not party to any double taxation treaties.

The company and all distributions, interest and other amounts paid by the company to persons who are not persons resident in the British Virgin Islands are exempt from the provisions of the Income Tax Act in the British Virgin Islands and any capital gains realized with respect to any shares, debt obligations or other securities of the company by persons who are not resident in the British Virgin Islands are exempt from all forms of taxation in the British Virgin Islands.  As of January 1, 2007, the Payroll Taxes Act, 2004 came into force. It will not apply to the company except to the extent the company has employees (and deemed employees) rendering services to the company wholly or mainly in the British Virgin Islands.  The company at present has no employees in the British Virgin Islands and has no intention of having any employees in the British Virgin Islands.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not persons resident in the British Virgin Islands with respect to any shares, debt obligations or other securities of the company.

All instruments relating to transactions in respect of the shares, debt obligations or other securities of the company and all instruments relating to other transactions relating to the business of the company are exempt from the payment of stamp duty in the British Virgin Islands.

There are currently no withholding taxes or exchange control regulations in the British Virgin Islands applicable to the company or its shareholders.

Material United States Federal Income Tax Considerations

The following is a summary of the material United States federal income tax consequences of the ownership and disposition of our Ordinary Shares by a U.S. Holder, as defined below, that acquires our Ordinary Shares in the offering and holds our Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code. This summary is based upon existing United States federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This summary does not discuss all aspects of United States federal income taxation that may be important to particular investors in light of their individual investment circumstances, including investors subject to special tax rules (for example, certain financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities that elect mark-to-market treatment, partnerships and their partners, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our voting stock, investors that hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for United States federal income tax purposes, or investors that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not discuss any state, local, or non-United States tax considerations. Each potential investor is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations of an investment in our Ordinary Shares.

General

For purposes of this summary, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the law of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise elected to be treated as a United States person under the United States Internal Revenue Code.

14

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our Ordinary Shares are urged to consult their tax advisors regarding an investment in our Ordinary Shares.

Passive Foreign Investment Company Considerations

A non-United States corporation, such as our company, will be a “passive foreign investment company,” or PFIC, for United States federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income (the “asset test”). Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company’s unbooked intangibles are taken into account for determining the value of its assets. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

Although the law in this regard is not entirely clear, we treat Flint Management LLC as being owned by us for United States federal income tax purposes, because we control their management decisions and are entitled to substantially all of the economic benefits associated with these entities, and, as a result, we consolidate these entities’ results of operations in our consolidated U.S. GAAP financial statements. If it were determined, however, that we are not the owner of Flint Management LLC for United States federal income tax purposes, we would likely be treated as a PFIC for our current taxable year and any subsequent taxable year.

Assuming that we are the owner of Flint Management LLC for United States federal income tax purposes, we believe that we primarily operate as an education technology corporation in Canada. Based on our current income and assets and projections as to the value of our assets based, in part, on the expected market value of our Ordinary Shares and outstanding Class A ordinary shares following this offering, we do not expect to be a PFIC for the current taxable year or in the foreseeable future. While we do not anticipate being a PFIC, because the value of the assets for purpose of the asset test may be determined by reference to the market price of our Ordinary Shares, fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable year.

The composition of our income and our assets will also be affected by how, and how quickly, we spend our liquid assets and the cash raised in this offering. Under circumstances where revenues from activities that produce passive income significantly increase relative to our revenues from activities that produce nonpassive income, or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase.

Furthermore, because there are uncertainties in the application of the relevant rules, it is possible that the IRS may challenge our classification of certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which may result in our becoming a PFIC for the current or subsequent taxable years. Because PFIC status is a fact-intensive determination made on an annual basis and will depend upon the composition of our assets and income and the value of our tangible and intangible assets from time to time, no assurance can be given that we are not or will not become a PFIC. In particular, if we are a PFIC for any year during which a U.S. Holder holds our Ordinary Shares, we generally will continue to be treated as a PFIC as to such U.S. Holder for all succeeding years during which such U.S. Holder holds our Ordinary Shares unless we cease to be a PFIC and the U.S. Holder makes a “deemed sale” election with respect to the Ordinary Shares.

The discussion below under “Dividends” and “Sale or Other Disposition of Ordinary Shares” assumes that we will not be a PFIC for United States federal income tax purposes. The U.S. federal income tax rules that apply if we are a PFIC for the current or any subsequent taxable year are generally discussed below under “Passive Foreign Investment Company Rules.”

15

Dividends

Any cash distributions (including the amount of any PRC tax withheld) paid on our Ordinary Shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares, or by the depositary bank, in the case of Ordinary Shares. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be treated as a “dividend” for United States federal income tax purposes. Subject to the discussion above regarding concerns expressed by the U.S. Treasury, for taxable years beginning before January 1, 2013, a non-corporate recipient of dividend income generally will be subject to tax on dividend income from a “qualified foreign corporation” at a lower applicable capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period and other requirements are met. We will be considered to be a qualified foreign corporation (i) with respect to any dividend we pay on our Ordinary Shares that are readily tradable on an established securities market in the United States, or (ii) if we are eligible for the benefits of a comprehensive tax treaty with the United States that the Secretary of Treasury of the United States determines is satisfactory for this purpose and includes an exchange of information program. We anticipate applying to list the Ordinary Shares on the NASDAQ Bulletin Board. Provided the listing is approved, we believe that the Ordinary Shares will be readily tradable on an established securities market in the United States and that we will be a qualified foreign corporation with respect to dividends paid on the Ordinary Shares. U.S. Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. Dividends received on our Ordinary Shares will not be eligible for the dividends received deduction allowed to corporations.

Dividends paid on our Ordinary Shares generally will be treated as income from foreign sources for United States foreign tax credit purposes and generally will constitute passive category income. There may be an event which causes withholding taxes on dividends paid, if any, on our Ordinary Shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for United States federal income tax purposes in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale or Other Disposition of Ordinary Shares

A U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of Ordinary Shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such Ordinary Shares. Any capital gain or loss will be long-term if the Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes.

Passive Foreign Investment Company Rules

If we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:

• the excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares;

• the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC, or pre-PFIC year, will be taxable as ordinary income;

• the amount allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to individuals or corporations as appropriate for that year; and

• the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year.

If we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and any of our non-United States subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to the rules described above on certain distributions by a lower-tier PFIC and a disposition of shares of a lower-tier PFIC even though such U.S. holder would not receive the proceeds of those distributions or dispositions. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

16

As an alternative to the foregoing rules, if we are a PFIC, a U.S. Holder of “marketable stock” may make a mark-to-market election with respect to our Ordinary Shares, but not our Class A ordinary shares, provided that the Ordinary Shares are, as expected, listed on the NASDAQ Global Market and that the Ordinary Shares are regularly traded. We anticipate that our Ordinary Shares should qualify as being regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over the adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the Ordinary Shares over the fair market value of such Ordinary Shares held at the end of the taxable year, but such deduction will only be allowed to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election and we cease to be a PFIC, the holder will not be required to take into account the mark-to-market gain or loss described above during any period that we are not a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our Ordinary Shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election. In the case of a U.S. Holder who has held Ordinary Shares during any taxable year in respect of which we were classified as a PFIC and continues to hold such Ordinary Shares (or any portion thereof) and has not previously determined to make a mark-to-market election, and who is now considering making a mark-to-market election, special tax rules may apply relating to purging the PFIC taint of such Ordinary Shares.

Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for United States federal income tax purposes.

We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, the holder must file an annual report with the U.S. Internal Revenue Service. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal income tax consequences of purchasing, holding, and disposing Ordinary Shares if we are or become a PFIC, including the possibility of making a mark-to-market election.

Information Reporting and Backup Withholding

Pursuant to the Hiring Incentives to Restore Employment Act enacted on March 18, 2010, in tax years beginning after the date of enactment, an individual U.S. Holder and certain entities may be required to submit to the Internal Revenue Service certain information with respect to his or her beneficial ownership of the Ordinary Shares, if such Ordinary Shares are not held on his or her behalf by a U.S. financial institution. This new law also imposes penalties if an individual U.S. Holder is required to submit such information to the Internal Revenue Service and fails to do so.

In addition, dividend payments with respect to the Ordinary Shares and proceeds from the sale, exchange or redemption of the Ordinary Shares may be subject to information reporting to the IRS and United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification, or who is otherwise exempt from backup withholding. U.S. Holders should consult their tax advisors regarding the application of the United States information reporting and backup withholding rules. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s United States federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal Revenue Service and furnishing any required information.

17

MANAGEMENT’S DISCUSSION AND ANALYSIS

Liquidity

The Company is filing this Form F-1 registration statement with the U.S. Securities & Exchange Commission (“SEC”) in order to raise funds to expand its business and execute its business plan.

Trends, events or uncertainties impact on liquidity:

The Company knows of no trends, additional events or uncertainties that would impact liquidity within its business or the market place.

In addition to the preceding, the Company is planning for liquidity needs on a short term and long term basis as follows:

Short Term Liquidity:

The Company has a small accumulated deficit of $2,238 as of December 31, 2010. The Company relies on positive operating cash flow to fund short term working capital.  This Form F-1 registration, if the minimum amount is raised, will assist in meeting the Company’s liquidity needs for the next twelve months.

Long Term Liquidity:

The long term liquidity needs of the Company, provided this F-1 Registration Statement is approved, are projected to be met primarily through the cash flow provided by operations. Cash flow from Operating Activities is expected to become positive due to revenue increases 2011-2012.

Capital Resources

As of December 31, 2010, the Company did not have any capital commitments.  As of the date of this filing the Company had no other commitments.  If this filing is approved we plan to significantly invest in capital and personnel (please see ‘Use of Proceeds’).  Planned purchases consist of technology (computers) and improved web interfaces.

Trends, Events or Uncertainties

The Company, since its inception in 2004, has not experienced noticeable sales trends.  Sales revenue follows the awarding of a service contract..

Material Changes in Financial Condition

WORKING CAPITAL: Working Capital as of December 31, 2010 was $7,462.  This is a decrease of $6,582 versus December 31, 2009 of $14,044.  The decrease is mainly due to a decrease in cash of $5,797, a decrease in accounts receivable of $15,243 and partially off-set by an decrease in accounts payable and accrued expenses of $14,458.

SHAREHOLDER’S EQUITY/(DEFICIT): Shareholder’s Equity at December 31, 2010 was negative $26,936 decreasing from December 31, 2009 by the net amount of the year-to-date net loss of $2,238 and the currency translation effect of $2,299.

GOING CONCERN: The Company has a cumulative deficit through December 31, 2010 totaling $2,238 and had working capital of $7,462.   Because of the accumulated deficit and low working capital, the Company will require additional working capital to develop its business operations. The Company intends to raise additional working capital either through private placements or bank loans or sale of ordinary shares, or both or loans from management if there is need for liquidity to alleviate the substantial doubt to continuing as a going concern. There are no assurances that the Company will be able to do any of these. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital cannot be generated, the Company may not be able to continue its operations.

Material Changes in Results of Operations

Results for the Year Ended December 31, 2010

As of December 31, 2010, our cash balance was $25,975.

18

REVENUE:

Our revenue for the year ended December 31, 2010 was $438,278 versus $367,989 for the year ended December 31, 2009.  The increase in revenue of approximately $70,300 over the same period in 2009, was impacted favorably by foreign exchange of about $38,300.  The Company increased revenue versus 2009 (f/x adjusted) by $32,000 – please see table below.  The increase was predominately in the Consulting Services line where the Company had seven main engagements in 2010 versus 2009 of also seven.  2010 saw higher average engagement prices.  (In the table below the 2009 average exchange rate is used as the base exchange rate to compare the change to 2010).

$	2010		2009		Change
Revenue		438,300		368,000		70,300
Favorable F/X		38,300		-		38,300
Net		400,000		368,000		32,000
Consulting		380,670		349,590		31,080
Web Design		17,670		10,200		7,470
Other		1,660		8,210		(6,550	)
Net F/X Adjusted TOTAL		400,000		368,000		32,000

COST OF SALES:

Cost of Sales were $324,120 for the year ended December 31, 2010 versus $243,251 for the same period in 2009.  Depreciation expense was $6,343 and $5,978 for the year ended December 31, 2010 and 2009, respectively.  Backing out depreciation, net cost of sales were $317,777 and $237,273 for the year ended December 31, 2010 and 2009, respectively.  The increase in cost of sales as a percentage of revenue (72.53% in 2010 and 64.5% in 2009) is related to increased development costs of 8% points due to customer specific requirements.

OPERATING EXPENSES:

Operating expenses were $114,038 for the year ended December 31, 2010 versus $82,208 for the year ended December 31, 2009.  F/X impacted 2010 expenses about $9,900 so the F/X adjusted increase in expenses was about $21,900 ($104,100 minus $82,200).  The increase is mainly due to increased payroll and project costs.

NET INCOME (LOSS):

Net loss for the year ended December 31, 2010 was $1,250 versus net income of $35,804 for the year ended December 31, 2009.   The loss is related to the above mentioned items.

Seasonality

The Company currently does not experience any seasonality. 

Critical Accounting Policies

Other than Revenue Recognition, (see Note 1), the Company does not have any critical accounting policies that have material levels of subjectivity and judgment necessary to account for highly uncertain matters.

Off-Balance Sheet Arrangements

The Company does not have nor does it plan to have any off-balance sheet arrangements.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

 The directors and officers of the company, their ages and principal positions are as follows:

 Russell Hiebert  42  Director, Sole Office and Director; Secretary and Treasurer

Background of Directors and Executive Officers:

19

Russell Hiebert, age 42:

Russ Hiebert is a business transformation consultant, instructional designer and executive coach.  He brings over 20 years experience in change management and organizational design with large public and private sector companies:

 -  Leading large business transformation initiatives

 -  Developing custom training courses; computer based training modules and tools to facilitate business transformation

 -  Facilitating training sessions, strategy sessions and focus group sessions

 -  Coaching business leaders

Russ has been involved in many organizational design and restructuring projects that have required him to work on organizational capacity planning and strategies in pursuit of organizational effectiveness.  Some of his clients include: Microsoft Canada, The Ontario Provincial Government, Manulife, Deloitte Consulting, Kimberly Clark, Bacardi and VenGrowth.

Russ has a BA from the University of Guelph with a major in Management Economics

REMUNERATION OF DIRECTORS AND OFFICERS

Our officers and director received the following compensation during the periods presented. There are no employment contracts with the Company.

Name of Person Receiving Compensation	Capacity in which he served to receive remuneration	Aggregate Remuneration
Russell Hiebert	Sole Officer and Director, Secretary and Treasurer	Year Ended December 31, 2010,	$85,000
		Year Ended December 31, 2009	$85,000

We have no plans to pay remuneration to any other officer in or associated with our Company. When we have funds and/or additional revenue, our board of directors will determine any other remuneration at that time.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

In December 2010, we issued 7,500,000  ordinary shares to various parties in exchange for 100% of the outstanding shares of Flint Management, LLC. In this transaction, the Sole Office and Director of the company received a total of 7,000,000 shares of ordinary shares in Flint Int'l Services, Inc.

.

As of the date of this filing, there are no other agreements or proposed transactions, whether direct or indirect, with anyone, but more particularly with any of the following:

*           a director or officer of the issuer;

*           any principal security holder;

*           any promoter of the issuer;

*           any relative or spouse, or relative of such spouse, of the above referenced persons.

During 2010 and 2009 and the following related party transaction took place.

·   2010:

o   Mr. Hiebert invoiced the Company $21,721 for consulting services during 2010.  As of December 31, 2010 the total owed by the Company to Mr. Hiebert is $48,762.

o   The Company advanced Mr. Hiebert $21,646 during 2010.  As of December 31, 2010 the total due The Company from Mr. Hiebert is $48,600.

·   2009:

o   Mr. Hiebert invoiced the Company $21,161 for consulting services during 2009.  As of December 31, 2009 the total owed by the Company to Mr. Hiebert was $27,041.

o   The Company advanced Mr. Hiebert $21,131 during 2009.  As of December 31, 2009 the total due the Company from Mr. Hiebert is $26,954.

20

PRINCIPAL SHAREHOLDERS

The following table lists the officers, directors and shareholders who, at the date hereof, own of record or beneficially, directly or indirectly, more than 5% of the outstanding ordinary shares, and all officers and directors of the company:

Title / relationship to Issuer		Name of Owner	Amount Owned Before the offering	Percent		Amount Owned After the offering	Percent
Sole Office and Director, Secretary		Russell Hiebert	7,000,000	93.33%
	and Director				Minimum	7,000,000	92.47%
					Maximum	7,000,000	87.50%

No options, warrants or rights have been issued by the Company.

SIGNIFICANT PARTIES

The following table lists the relationship of the significant parties to the issuer:

Relationship  to Issuer	Name and  business address	Residential address
Officer  and Director	Russell Hiebert 5732 HWY 7 West, Unit 15, Vaughn, ON, L4L 3A2, Canada	Russell Hiebert 8385 County Road 1 Loretta, Ontario L0G 1L0 Canada
Record owners of 5% (or more) owner of equity securities	Russell Hiebert 5732 HWY 7 West, Unit 15, Vaughn, ON, L4L 3A2, Canada	Russell Hiebert 8385 County Road 1 Loretta, Ontario L0G 1L0 Canada

RELATIONSHIP WITH ISSUER OF EXPERTS NAMED IN REGISTRATION STATEMENT

The experts named in this registration statement were not hired on a contingent basis and have no direct or indirect interest in our company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have retained EFP Rotenberg, LLP as our registered independent public accounting firm. We have had no disagreements with them on accounting and disclosure issues.

21

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Our bylaws provide that the liability of our officers and directors for monetary damages shall be eliminated to the fullest extent permissible under Nevada Law, which includes elimination of liability for monetary damages for defense of civil or criminal actions. The provision does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

 The position of the U.S. Securities & Exchange Commission under the Securities Act of 1933:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

We have no underwriting agreement and therefore no provision for indemnification of officers and directors is made in an underwriting by a broker dealer.

LEGAL MATTERS

Our United States attorney is The McCall Law Firm, PC, 3201 Maple Ave., Suite 400, Dallas, Texas, 75201, 75001.  Legal matters in connection with the Company’s ordinary shares have been passed upon for the Company by its British Virgin Islands counsel, Forbes Hare, PO Box 4649, Road Town, Tortola, British Virgin Islands.

EXPERTS

The Company’s consolidated financial statements as of December 31, 2010 and 2009 included in this prospectus have been audited by EFP Rotenberg, LLP, our independent registered public accounting firm, as set forth in their report. The financial statements have been included in reliance upon the authority of them as experts in accounting and auditing.

DIVIDEND POLICY

To date, we have not declared or paid any dividends on our ordinary shares. We do not intend to declare or pay any dividends on our ordinary shares in the foreseeable future, but rather to retain any earnings to finance the growth of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual and legal restrictions and other factors it deems relevant.

22

CAPITALIZATION

The following table sets forth our capitalization as December 31, 2010. Our capitalization is presented on an actual basis, and

a pro forma basis to give effect to net proceeds from the sale of the minimum number of shares (70,000) we plan to sell in this offering; and

a pro forma basis to give effect to net proceeds from the sale of the midpoint number of shares (285,000) we plan to sell in this offering; and

a pro forma basis to give effect to the net proceeds from the sale of the maximum number of shares (500,000) we plan to sell in this offering.

Our Capitalization is calculated by taking current assets less current liabilities.

(In $US except for share data)	Audited December 31, 2010			After  Minimum  Offering		After Midpoint Offering		After  Maximum Offering
Shareholder’s equity Ordinary shares, $0.001 par value; 40,000,000,shares authorized:		7,500		7,570		7,785		8,000
Additional paid-in-capital		21,674		91,604		306,959		521,174
Accumulated Deficit		(2,238	)	(18,918	)	(28,578	)	(36,008	)
Total shareholder’s equity		26,936		80,256		286,166		493,166
Total capitalization		(75,697	)	(129,018	)	(334,928	)	(541,928	)
Number of shares outstanding		7,500,000		7,570,000		7,785,000		8,000,000

The Company has only one class of shares outstanding. The ordinary shares sold in this offering will be fully paid and non assessable, having voting rights of one vote per share, have no preemptive or conversion rights, and liquidation rights as is ordinary to a sole class of ordinary shares. The company has no sinking fund or redemption provisions on any of the currently outstanding shares and will have none on the shares sold in this offering.

TRANSFER AGENT

We will serve as our own transfer agent and registrar for the ordinary shares until such time as this registration is effective and we sell the minimum offering, then we intend to retain Signature Stock Transfer, Inc., 2632 Coachlight Court, Plano, Texas 75093.

23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of Flint Int’l Services, Inc.

We have audited the accompanying consolidated balance sheets of Flint Int’l Services, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2010. Flint Int’l Services, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Flint Int’l Services, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the consolidated financial statements, these conditions raise substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ EFP Rotenberg, LLP

EFP Rotenberg, LLP

Rochester, New York

May 13, 2011

F-1

FLINT INT’L SERVICES, INC.
Consolidated Balance Sheets
December 31, 2010 and 2009
ASSETS	2010			2009
Current Assets
Cash and Cash Equivalents	$	25,975		$	31,772
Accounts Receivable - net		56,740			71,983
Total Current Assets		82,715			103,755
Fixed Assets,  - net		5,097			8,695
Other Assets:
Due From Shareholder		48,600			26,954
Long-Term Deferred Tax Asset		6,898			3,235
Other Assets		7,641			0
Total Other Assets		63,139			30,189
TOTAL ASSETS	$	150,951		$	142,639
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	3,766		$	13,052
Accrued Expenses		71,487			76,659
Total Current Liabilities		75,253			89,711
Long-Term Liabilities
Amounts Due Shareholder		48,762			27,041
Total Long-Term Liabilities		48,762			27,041
TOTAL LIABILITIES		124,015			116,752
Shareholders’ Equity
Preferred Shares, $.001 par value, 20,000,000 shares authorized,
-0- and -0- shares issued and outstanding		0			0
Ordinary shares, $.001 par value, 50,000,000 shares authorized,
7,500,000 and 7,500,000 shares issued and outstanding		7,500			7,500
Additional Paid-In Capital		21,674			21,674
Cumulative Translation Adjustment		0			(2,299	)
Retained Earnings / Accumulated Deficit		(2,238	)		(988	)
Total Shareholders' Equity		26,936			25,887
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	150,951		$	142,639
The accompanying notes are an integral part of these consolidated financial statements.

F-2

FLINT INT’L SERVICES, INC

Consolidated Statements of Operations

For The Years Ended December 31, 2010 and 2009

	2010			2009
REVENUES		438,278			367,989
COST OF SALES, inclusive of depreciation of $6,343 and $5,978		324,120			243,251
GROSS PROFIT		114,158			124,738
OPERATING EXPENSES
General & Administrative		114,038			82,208
TOTAL OPERATING EXPENSES		114,039			82,208
NET OPERATING INCOME/(LOSS)		120			42,530
Net Income Before Income Taxes		120			42,530
Income Tax (Expense) Benefit		(1,370	)		(6,726	)
NET INCOME/(LOSS)	$	(1,250	)	$	35,804
EARNINGS PER SHARE, BASIC AND DILUTED
Weighted Average Number of  Shares Outstanding		7,500,000			7,500,000
Earnings/(Loss) per Ordinary Share, Basic and Diluted	$	(0.00	)	$	0.00

The accompanying notes are an integral part of these consolidated financial statements.

F-3

FLINT INT’L SERVICES, INC.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2010 and 2009

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(1,250	)	$	35,804
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation Expense		6,343			5,978
Effect of Foreign Exchange		1,052			(603	)
Changes in Assets and Liabilities:
(Increase)/Decrease in Accounts Receivable		15,243			(42,823	)
(Increase)/Decrease Advances Shareholder		(21,646	)		(21,131	)
(Increase) Deferred Tax Asset		(3,663	)		(3,235	)
(Increase)/Decrease Other Assets		(7,641	)		2,117
Increase/(Decrease) in Accounts Payable		(9,286	)		(412	)
Increase/(Decrease) in Accrued Expenses		(5,172	)		22,836
Net Cash Used From Operating Activities		(26,020	)		(1,469	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets		(1,498	)		(1,055	)
CASH FLOWS FROM FINANCING ACTIVITIES
Amounts due Shareholder		21,721			21,161
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		(5,797	)		18,637
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		31,772			13,135
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	25,975		$	31,772
SUPPLEMENTAL DISCLOSURES
Cumulative Translation Adjustment	$	2,299		$	(2,494	)
Taxes Paid	$	11,490		$	0

The accompanying notes are an integral part of these consolidated financial statements.

F-4

FLINT INT’L SERVICES, INC.

Consolidated Statement of Shareholders’ Equity

For the Years Ended December 31, 2010 and 2009

							Accumulated
							Other
	Ordinary shares				Paid-In		Comprehensive			Cumulative
	Shares		Amount		Capital		Income (Loss)			Deficit			Totals
Balance, January 1, 2009**		7,500,000	$	7,500	$	21,674		195		$	(36,792	)	$	(7,423	)
Comprehensive Income:
Net Income											35,804			35,804
Foreign Currency Translation
Adjustment								(2,494	)					(2,494	)
Comprehensive Income								(2,494	)		35,804			33,310
Balance, December 31, 2009		7,500,000	$	7,500	$	21,674		(2,299	)	$	(988	)	$	25,887
Comprehensive Income:
Net Income											(1,250	)		(1,250	)
Foreign Currency Translation
Adjustment								2,299						2,299
Comprehensive Income								2,299			(1,250	)		1,049
Balance, December 31, 2010		7,500,000	$	7,500	$	21,674		-		$	(2,238	)	$	26,936

The accompanying notes are an integral part of these consolidated financial statements.

 ** As discussed in Note 1, the recapitalization of Flint Management, LLC with Flint Int’l Services, Inc. took place in December 2010 and has been accounted for as a reverse merger.   It has been reflected in the Statement of Changes in Shareholders’ Equity/(Deficit) as if it occurred in 2004 in order to consistently reflect the capitalization of the combined entity.

F-5

FLINT INT’L SERVICES, INC.

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization:

Flint Int'l Services, Inc. was incorporated on December 29, 2010 under the laws of the Cayman Islands in order to purchase 100% of the outstanding interests of Flint Management, LLC, a Canadian corporation.  In May 2011, we completed a merger/redomestication into our wholly owned subsidiary based in the British Virgin Islands, also named Flint Int'l Services, Inc., which was formed as a business company with limited liability (meaning the liability of shareholders is limited to the price paid for their shares). The British Virgin Islands corporation became the surviving entity along with its Memorandum and Articles.

Flint Management, LLC (“Flint LLC”) is a wholly owned subsidiary of Flint Int’l Services, Inc. (“FLINT” or “the Company” or “we”) and was formed in January 2004 as an Ontario, Canada Corporation.  Flint LLC, is an education company [corporation?] that tailor-makes courses designed to cover a specific topic or range of topics in a concise, easy to understand, computer-based format.

FLINT, a private holding company incorporated under the laws of the Cayman Islands but now existing under the laws of the British Virgin Islands, was formed in order to acquire 100% of the outstanding membership interests of Flint Management, LLC.  On December 31, 2010, FLINT issued 7,500,000 ordinary shares in exchange for a 100% equity interest in Flint Management, LLC.  As a result of the share exchange, Flint Management, LLC became the wholly owned subsidiary of FLINT.  As a result, the members of Flint Management, LLC own a majority of the voting shares of FLINT.  The transaction was accounted for as a reverse merger whereby Flint Management, LLC was considered to be the accounting acquirer as its members retained control of FLINT after the exchange, although FLINT is the legal parent company.  The share exchange was treated as a recapitalization of FLINT.  As such, Flint Management, LLC, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if Flint Management, LLC had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock.  At the time of the exchange transaction, FLINT had no assets or liabilities and Flint Management, LLC had assets of approximately $144,000 with equity of approximately $22,300.

The capital structure of FLINT is presented as a consolidated entity as if the transaction had been effected in 2004 to consistently reflect the number of shares outstanding. However, the capital structure as presented is different that the capital structure that appears in the historical statements of Flint Management, LLC, in earlier periods due to the recapitalization accounting.

The Company operates on a calendar year-end.    Due to the nature of their operations, the Company operates in only one business segment.

Basis of Accounting and Consolidation:

The Company prepares its financial statements on the accrual basis of accounting.  It has one wholly owned subsidiary, Flint Management, LLC., which is consolidated. All intercompany balances and transactions are eliminated.  

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations.

Significant Accounting Policies:

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense.

The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company's system of internal  accounting control is designed to assure, among other items, that  1) recorded  transactions  are valid;  2) valid  transactions  are recorded;  and  3) transactions  are  recorded in the proper  period in a timely  manner to produce financial  statements which present fairly the financial  condition,  results of operations  and cash  flows of the  Company  for the  respective  periods  being presented.

F-6

 Cash and Cash Equivalents:

All highly liquid investments with original maturities of three months or less are included in cash and cash equivalents.  All deposits are maintained in Canada Deposit Insurance Corporation (CDIC) insured depository accounts in local financial institutions and balances are insured up to $100,000.

Fair Value of Financial Instruments:

In accordance with the reporting requirements of ASC 820 the Company  calculates the fair value of its assets and  liabilities which qualify as financial  instruments  under this statement and includes this additional information in the notes to the financial statements  when the fair value is different  than the  carrying  value of those financial instruments.  

The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and notes payable approximate  their fair values due to the short-term maturities of these instruments.  The carrying amount of the Company’s marketable securities and capital leases approximate fair value due to the stated interest rates approximating market rates.

Accounts Receivable:

Accounts receivable are carried at their face amount, less an allowance for doubtful accounts.  On a periodic basis, the Company evaluates accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, based on a history of write offs and collections.  The Company’s policy is generally not to charge interest on trade receivables after the invoice becomes past due.  A receivable is considered past due if payments have not been received within agreed upon invoice terms.   The Company provides an allowance for all receivables that are greater than 90 days old. Allowances for Doubtful Accounts totaled $0 and $0 at December 31, 2010 and 2009,  respectively.  Write offs are recorded at a time when a customer receivable is deemed uncollectible.

Fixed Assets:

Fixed assets are stated at cost if purchased, or at fair value in a nonmonetary exchange, less accumulated depreciation.  Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Depreciation is computed by applying the straight-line method over the estimated useful lives of the assets. 

Revenue Recognition:

The Company recognizes revenue in accordance with ASC 605-10.  Revenue will be recognized only when all of the following criteria have been met:

● Persuasive evidence of an arrangement exists;

● Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment or at the time the service is provided;

● The price is fixed and determinable; and

● Collectability is reasonably assured.

All services are billed when rendered and payment is due upon receipt of invoice.

Advertising:

Advertising costs consist primarily of print media and internet banners and are expensed as incurred.  The Company did not incur any advertising expenses in 2010 or 2009.

Cost of Sales:

Cost of sales consists primarily of depreciation expense, payroll and development expense.

Income Taxes:

The Company has adopted ASC 740-10 which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable.  Income taxes are provided for all items included in the statements of operations for the years ended December 31, 2010 and 2009.

F-7

Deferred income taxes arise from temporary differences resulting from differences between the financial statement and tax basis of assets and liabilities.  Deferred income taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate.  Deferred income taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which those temporary differences are expected to reverse.  The Company’s primary temporary differences relate to an accrued consulting expense not deductible in the current tax reporting period.

In accordance with ASC 740-10-50, Accounting for Uncertainty in Income Taxes, the Company recognizes the tax benefits from uncertain tax positions only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.  Interest and/or penalties related to income tax matters, if incurred, are recognized as a component of income tax expense.  The Company’s income tax filings are subject to audit by various taxing authorities.  The Company’s open audit periods are 2008, 2009 and 2010.

Earnings per Share:

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of ordinary shares outstanding for the period covered.  As the Company has no potentially dilutive securities, fully diluted earnings per share is equal to earnings per share (basic).

Foreign Currency Translation

The accompanying financial statements are presented in United States dollars. The reporting currency of the Company is USD and the functional currency of Flint Int’l Services, Inc and its wholly owned subsidiary Flint Management, LLC is the Canadian Dollar (CD). The financial statements are translated into United States dollars from Canadian dollars at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Employee Benefit Plans:

The Company has no employee benefit plans.

NOTE 2 – FIXED ASSETS

Fixed assets at December 31, 2010and 2009 are as follows:

		2010			2009
Autos	$	18,747		$	18,747
Office Equipment		7,565			6,067
Less: Accumulated Depreciation		(21,215	)		(16,119	)
Total Fixed Assets	$	5,097		$	8,695

Depreciation expense for the years ended December 31, 2010 and 2009 was $6,343 and $5,978, respectively.

 NOTE 3 – EQUITY

On December 31, 2010, FLINT issued 7,500,000 ordinary shares in exchange for a 100%  equity interest in Flint Management, LLC.  As a result of the share exchange, Flint Management, LLC became the wholly owned subsidiary of FLINT.  As a result, the members of Flint Management, LLC owned a majority of the voting shares in the capital of FLINT.  The transaction was accounted for as a reverse merger whereby Flint Management, LLC was considered to be the accounting acquirer as its members retained control of FLINT after the exchange, although FLINT is the legal parent company.  The share exchange was treated as a recapitalization of FLINT.  As such, Flint Management, LLC, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if FLINT had always been the reporting company and then on the share exchange date, had changed its name and reorganized its share capital.  

F-8

The Company is currently authorized to issue 20,000,000 preferred shares at a par value of $.001 per share.  There were no shares issued and outstanding as of December 31, 2010.

The Company is currently authorized to issue 50,000,000 ordinary shares at a par value of $.001 per share.  These shares have full voting rights.  There were 7,500,000 shares issued and outstanding as of December 31, 2010.

The Company does not have any share option plans or warrants.

NOTE 4 – INCOME TAXES

The Company follows ASC 740.  Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards (“NOL”).     No net provision for refundable BVI (British Virgin Islands) income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously.   Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed more likely than not to be realized.

The Company had a net loss for the year ended December 31, 2010 of approximately $1,250 and a net income of approximately $35,800 for the year ended December 31, 2009.

Deferred tax assets at December 31, 2010 and 2009 consisted of the following:

	2010			2009
Current:
BVI	$	0		$	0
Canada		1,370			6,726
Total current provision		1,370			6,726
Deferred:
BVI		0			0
Canada		6,898			3,235
Total deferred provision (credit)		(6,898	)		(3,235	)
TOTAL	$	(5,528	)	$	3,491
The significant components of deferred tax assets (liabilities consist of the following:
		2010			2009
Accrued Consulting Services		6,898			3,235
Amounts recognized in the balance sheet consist of the following:		2010			2009
Deferred tax asset	$	6,898		$	3,235

The realization of deferred tax benefit is contingent upon future earnings and is fully reserved at December 31, 2010 and 2009.

NOTE 5 – FINANCIAL CONDITION AND GOING CONCERN

The Company has a cumulative deficit through December 31, 2010 totaling $2,238 and had working capital of $7,462.   Because of the accumulated deficit and low working capital, the Company will require additional working capital to develop its business operations.

F-9

The Company has experienced no loan defaults, labor stoppages, legal proceedings or any other operating interruption in 2010 or 2009.  Therefore, these items will not factor into whether the business continues as a going concern, and accordingly, management has not made any plans to dispose of assets or factor receivables to assist in generating working capital.

The Company intends to raise additional working capital either through private placements, public offerings and/or bank financing, or additional loans from Management if there is need for liquidity. Management may also consider reducing administrative costs. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements.  To the extent that funds generated from private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital.   No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not generated from operations, financing is not available, or the Management cannot loan sufficient funds, the Company may not be able to continue its operations.

Management believes that the efforts it has made to promote its operation will continue for the foreseeable future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 6 – RELATED PARTIES

During 2010 and 2009 and the following related party transaction took place.

·   2010:

o   Mr. Hiebert invoiced the Company $21,721 for consulting services during 2010.  As of December 31, 2010 the total owed by the Company to Mr. Hiebert is $48,762.

o   The Company advanced Mr. Hiebert $21,646 during 2010.  As of December 31, 2010 the total due the Company from Mr. Hiebert is $48,600.

·   2009:

o   Mr. Hiebert invoiced the Company $21,161 for consulting services during 2009.  As of December 31, 2009 the total owed by the Company to Mr. Hiebert was $27,041.

o   The Company advanced Mr. Hiebert $21,131 during 2009.  As of December 31, 2009 the total due the Company from Mr. Hiebert is $26,954.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 an evaluation of subsequent events was performed through May 11, 2011, which is the date the financial statements were issued.  The Company entered into a lease for it’s corporate offices on January 11, 2011that has a term of one year beginning February 1, 2011 and expiring on January 31, 2012.  The Company pays $850 Canadian per month.

In May 2011, the Company completed a merger/redomestication into our wholly owned subsidiary based in the British Virgin Islands, also named Flint Int'l Services, Inc.

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS

The Company has evaluated all the recent accounting pronouncements through the date of issuance of these financial statements and believe that none of them will have a material effect on the Company’s financial statements.

NOTE 9 – REVENUE

The Company’s revenue is broken out as follows.

	2010		Percent of Revenue			2009		Percent of Revenue
Consulting Services	$	417,136		95.2		$	349,583		95.0
Web Design		19,359		4.4			10,203		2.8
Other		1,783		0.4			8,203		2.2
TOTAL	$	438,278		100.0	%		367,989		100.0	%

F-10

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 1.          Indemnification of Directors and Officers

The articles of association of the Company provide for the indemnification of its directors and officers. Specifically, under the indemnification provisions, the Company will indemnify its directors and officers to the fullest extent permitted by law against liabilities that are incurred by the directors or officers while executing the duties of their respective offices. The directors and officers, however, will not be entitled to the indemnification if they incurred the liabilities through their own fraud, willful neglect or willful default.

The Company is a company limited by shares incorporated in the British Virgin Islands. As such, it is subject to and governed by the laws of the British Virgin Islands with respect to the indemnification provisions. The BVI Business Companies Act, 2004 (as revised) of the British Virgin Islands does not permit a British Virgin Islands company to indemnify its directors or officers in circumstances where the director has not acted honestly and in good faith in what he believes is in the best interests of the company.

The Company has entered into indemnification agreements with its directors and officers, whereby the Company agreed to indemnify its directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Company, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Company. At present, there is no pending litigation or proceeding involving a director or officer of the Company regarding which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims for indemnification.

Directors’ Fiduciary Duties:

As a matter of British Virgin Islands law, a director of a British Virgin Islands company is in the position of a fiduciary with respect to the company and, therefore, he owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party (unless that conflict is properly disclosed to the board of directors prior to a vote being taken, in which case the conflicted director may vote in accordance with the company’s Memorandum and Articles of Association).  A director of a British Virgin Islands company owes to the company a duty to act with care, diligence and skill. Section 122 of the Act provides that a director shall exercise the care, diligence, and skill that a reasonable director would exercise in the same circumstances taking into account: (a) the nature of the company , (b) the nature of the decision, and (c) the position of the director and the nature of the responsibilities undertaken by him . This is an objective test by the court and disregards a director’s past general knowledge and experience.

Item 2.          Other Expenses of Issuance and Distribution

All expenses, including all allocated general administrative and overhead expenses, related to the offering or the organization of the Company will be borne by the Company. Neither the company nor any shareholder has paid any premium on any policy to insure or indemnify directors or officers against any liabilities arising from the registration, offering, or sale of these securities.

The following table sets forth a reasonable itemized statement of all anticipated out-of-pocket and overhead expenses (subject to future contingencies) to be incurred in connection with the distribution of the securities being registered, reflecting the minimum and maximum subscription amounts.

II-1

	Minimum		Maximum
SEC Filing Fee	$	64	$	64
Printing and Engraving Expenses		1,000		5,000
Legal Fees and Expenses		2,500		15,500
Edgar Fees		2,800		2,800
Accounting Fees and Expenses		3,000		3,000
Blue Sky fees and Expenses		4,500		7,000
Miscellaneous		2,905		405
TOTAL	$	16,769	$	33,769

As more shares are sold, we anticipate legal fees to increase due to the likelihood of investors being from other states which could result in state blue sky securities filings. Although our legal fees are not contingent on the number of shares sold, it is likely that the legal fees will increase as our attorney will charge us for these filings. Also, as more shares are sold, our printing expenses will increase.

II-2

Item 3.        Undertakings

   1(a) Rule 415 Offering.  The undersigned registrant hereby undertakes:

         (1)    To file, during any period in which it offers or sales are being made, a post-effective amendment to this Registration Statement to:

                (i)    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; and

                (ii)   To reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

                (iii)    To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement:

-Provided however, that: Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and

-Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

         (2)    That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

         (3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the end of the offering.

         (4)    That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities; The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to his registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be considered to offer or sell such securities to purchase:

    (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

   (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

   (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

   (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

If the registrant is subject to Rule 430C, for the purpose of determining liability to any purchaser, the registrant will:

For each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Registrant hereby undertakes to request acceleration of the effective date of the registration statement under Rule 461 of the Securities Act:

                Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act”) may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

II-3

In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed by the Securities Act and will be governed by the final adjudication of such issue.

II-4

Item 4.          Unregistered Securities Issued or Sold Within One Year

In December 2010, the Company issued 7,500,000 ordinary shares in exchange for 100% of the outstanding equity interests in Flint Management, LLC, an Ontario, Canada limited liability corporation established in 2004. Of the 7,500,000 shares issued, the Sole Officer and Director received 7,000,000 shares and two other investors each received 500,000 shares. At the date of the exchange, the equity received for these shares was $81,800. The shares were issued under the exemption under the Securities Act of 1933, section 4(2); this section states that transactions by an issuer not involving any public offering is an exempted transaction. The company relied upon this exemption because in a private transaction in December 2010, the shareholders of a private company received their respective shares for their ownership interests in FLINT Services, Int’l, Inc. The certificates evidencing the securities bear legends stating that the shares may not be offered, sold or otherwise transferred other than pursuant to an effective registration statement under the Securities Act, or an exemption from such registration requirements.

II-5

 SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form F-1 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of Vaughn, Province of Ontario, on May 13, 2011.

FLINT INT’L SERVICES, INC.
By:  /s/  Russell Hiebert
	Russell Hiebert, President, Sole Office and Director

FLINT INT’L SERVICES, INC.
By:  /s/  Russell Hiebert
	Russell Hiebert, President, Sole Office and Director

FLINT INT’L SERVICES, INC.
By:  /s/  Russell Hiebert
	Russell Hiebert, President, Sole Office and Director

 In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons, in the capacities and on the dates stated.

Signature	Title	Date
/s/ Russell Hiebert	President, Sole Office and Director, Secretary	MAY 13, 2011
Russell Hiebert
/s/  Russell Hiebert	Chief Executive Officer	MAY 13, 2011
Russell Hiebert
/s/  Russell Hiebert	Chief Financial Officer	MAY 13, 2011
Russell Hiebert
/s/  Russell Hiebert	Chief Accounting Officer	MAY 13, 2011
Russell Hiebert

II-6

Item 5.       Exhibits

                The following Exhibits are filed as part of the Registration Statement:

Exhibit No.		Identification of Exhibit
2.1	-Articles of Incorporation
2.4	-By Laws
3.1	-Specimen Share Certificate
4.1	-Form of Subscription
5.1	-Opinion and Consent of Forbes Hare
5.2	-Opinion and Consent of The McCall Law Firm
21	-Subsidiaries of Registrant
23.1	-Consent of EFP Rotenberg, LLP CPAs

II-7

EX-2.1

Exhibit 2.1

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

MEMORANDUM OF ASSOCIATION

AND

ARTICLES OF ASSOCIATION

Flint Int’l Services, Inc.

Incorporated on the 5 April 2011

FH CORPORATE SERVICES LTD

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004 (the "Act")

MEMORANDUM OF ASSOCIATION

OF

Flint Int’l Services, Inc.

1 Name

The name of the Company is Flint Int’l Services, Inc.

2 Company Limited by Shares

The Company is a company limited by shares. The liability of each member is limited to the amount from time to time unpaid on such member's shares.

3 Registered Office

The first registered office of the Company will be situated at the office of the registered agent which is FH Chambers, PO Box 4649, Road Town, Tortola, British Virgin Islands or such other place as the directors or members may from time to time decide, being the office of the registered agent.

4 Registered Agent

The first registered agent of the Company will be FH Corporate Services Ltd, FH Chambers, PO Box 4649, Road Town, Tortola, British Virgin Islands, VG1110 or such other registered agent as the directors or members may decide from time to time.

5 General Objects and Powers

Subject to Regulation 6 below the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the BVI Business Companies Act, 2004 or as the same may be revised from time to time, or any other law of the British Virgin Islands.

6 Limitations on the Company's Business

For the purposes of section 9(4) of the Act the Company has no power to:

(a) carry on banking or trust business, unless it is licensed under the Banks and Trust Companies Act, 1990;

(b) carry on business as an insurance or as a reinsurance company, insurance agent or insurance broker, unless it is licensed under an enactment authorising it to carry on that business;

(c) carry on the business of company management unless it is licensed under the Companies Management Act 1990;

(d) carry on the business of providing the registered office or the registered agent for companies incorporated in the British Virgin Islands; or

(e) carry on the business as a mutual fund, mutual fund manager or mutual fund administrator unless it is licensed under the Securities and Investment Business Act, 2010.

7 Authorised Shares

(a) The Company is authorised to issue a maximum of 70,000,000 shares divided into two classes of shares as follows:

(i) 50,000,000 ordinary shares of US$0.001 par value each ("Ordinary Shares”); and

(ii) 20,000,000 preferred shares of US$0.001 par value each ("Preferred Shares").

(b) The shares in the Company shall be issued in the currency of the United States of America.

(c) Each Ordinary Share in the Company confers on the holder:

(i) the right to one vote at a meeting of the members of the Company or on any resolution of the members of the Company;

(ii) the right to an equal share in any dividend paid by the Company in accordance with the Act; and

(iii) the right to an equal share in the distribution of the surplus assets of the Company.

(d) The directors may, subject to the Act, by amending this Memorandum and/or the Articles, determine the designations, powers, preferences and relative, participation, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including without limitation preferences that any Preferred Shares issued by the Company confers on the holder.

8 Rights Not Varied by the Issue of Shares Pari Passu

The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

9 Registered Shares Only

Shares in the Company may only be issued as registered shares and the Company is not authorised to issue bearer shares. Registered shares may not be exchanged for bearer shares or converted to bearer shares.

10 Amendments

Subject to the provisions of the Act, the Company shall by resolution of the directors or members have the power to amend or modify any of the conditions contained in this Memorandum of Association or the Articles of Association, save that no amendment may be made by a Resolution of Directors:

(a) to restrict the rights or powers of the voting members to amend the Memorandum or Articles;

(b) to change the percentage of voting members required to pass a resolution to amend the Memorandum or Articles;

(c) in circumstances where the Memorandum or Articles may only be amended by the voting members;

(d)           to clauses 7(c), 8 or this clause 10.

11 Definitions

The meanings of words in this Memorandum not otherwise defined herein are as defined in the Articles of Association.

NAME, ADDRESS AND DESCRIPTION OF INCORPORATOR

We, FH Corporate Services Ltd, of FH Chambers, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, registered agent of the Company, hereby sign this Memorandum of Association for the purposes of incorporating a Private Company Limited by Shares under the BVI Business Companies Act, 2004 this 5th day of April 2011.

FH Corporate Services Ltd

FH Chambers

P.O. Box 4649, Road Town, Tortola

British Virgin Islands

­

Incorporator

José Santos

For and on behalf of

FH Corporate Services Ltd

EX-2.4

Exhibit 2.4

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT, 2004

ARTICLES OF ASSOCIATION

OF

Flint Int’l Services, Inc.

1 Interpretation

The following Articles shall constitute the Articles of the Company. In these Articles, words and expressions defined in the Act shall have the same meaning and, unless otherwise required by the context, the singular shall include the plural and vice versa, the masculine shall include the feminine and the neuter and references to persons shall include corporations and all legal entities capable of having a legal existence.

In these Articles, unless there is something in the subject or context inconsistent therewith:

"Act"	means the BVI Business Companies Act, 2004 (as amended)
"Articles"	means these articles of association of the Company.
"Company"	means the above named company.
"directors"	means the directors for the time being of the Company.
"Dividend"	includes an interim dividend.
"existing Member"	means a holder of initial shares.
"Member"	has the same meaning as in the Act.
"Memorandum"	means the memorandum of association of the Company.
"Register of Members"	means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.
"Registered Office"	means the registered office for the time being of the Company.
"Seal"	means the common seal of the Company and includes every duplicate seal.

2 Shares

2.1 Every person whose name is entered as a member in the share register, being the holder of registered shares, shall without payment, be entitled to a certificate signed by a director or under the common seal of the Company with or without the signature of any director or officer of the Company specifying the share or shares held and the par value thereof, provided that in respect of shares held jointly by several persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all.

2.2 If a certificate is worn out or lost it may be renewed on production of the worn out certificate, or on satisfactory proof of its loss together with such indemnity as the directors may reasonably require. Any member receiving a share certificate shall indemnify and hold the Company and its officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession of such a certificate.

3 Shares and Variation of Rights

3.1 Subject to the provisions of these Articles, the unissued shares of the Company (whether forming part of the original or any increased authorised shares) shall be at the disposal of the directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration, being not less than the par value of the shares being disposed of, and upon such terms and conditions as the directors may determine.

3.2 Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting or otherwise as the directors may from time to time determine.

3.3 Subject to the provisions of the Act in this regard, shares may be issued on the terms that they are redeemable, or at the option of the Company be liable to be redeemed on such terms and in such manner as the directors before or at the time of the issue of such shares may determine. The directors may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the Company on such terms as it may from time to time determine.

3.4 The rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class and the holders of not less than three-fourths of the issued shares of any other class of shares which may be affected by such variation.

3.5 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or of the holders of ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions in the Memorandum or these Articles.

3.6 Except as required by the Act, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except as provided by these Articles or by the Act) any other rights in respect of any share except any absolute right to the entirety thereof by the registered holder.

4 Transfer of Shares

4.1 Shares in the Company shall be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. The instrument of transfer shall also be signed by the transferee if registration as a holder of the shares imposes a liability to the Company on the transferee. The instrument of transfer of a registered share shall be sent to the Company for registration.

4.2 Subject to the Memorandum of Association, these Articles and to section 54(5) of the Act, the Company shall, on receipt of an instrument of transfer, enter the name of the transferee of the share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall be specified in the resolution.

5 Transmission of Shares

5.1 Subject to sections 52(2) and 53 of the Act, the executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognised by the Company as having any title to his share, save that and only in the event of death, incompetence or bankruptcy of any member or members of the Company as a consequence of which the Company no longer has any directors or members, then upon the production of any documentation which is reasonable evidence of the applicant being entitled to:

(a) a grant of probate of the deceased's will, or grant of letters of administration of the deceased's estate, or confirmation of the appointment as executor or administrator (as the case may be), of a deceased member's estate; or

(b) the appointment of a guardian of an incompetent member; or

(c) the appointment as trustee of a bankrupt member: or

(d) upon production of any other reasonable evidence of the applicant's beneficial ownership of, or entitlement to the shares.

to the Company's registered agent in the British Virgin Islands together with (if so requested by the registered agent) a notarised copy of the share certificate(s) of the deceased, incompetent or bankrupt member, an indemnity in favour of the registered agent and appropriate legal advice in respect of any document issued by a foreign court, then the administrator, executor, guardian or trustee in bankruptcy (as the case may be) notwithstanding that their name has not been entered in the share register of the Company, may by written resolution of the applicant, endorsed with written approval by the registered agent, be appointed a director of the Company or entered in the share register as the legal and or beneficial owner of the shares.

5.2 The production to the Company of any document which is reasonable evidence of:

(a) a grant of probate of the will, or grant of letters of administration of the estate, or confirmation of the appointment as executor, of a deceased member; or

(b) the appointment of a guardian of an incompetent member; or

(c) the trustee of a bankrupt member; or

(d) the applicant's legal and or beneficial ownership of the shares.

shall be accepted by the Company even if the deceased, incompetent member or bankrupt member is domiciled outside the British Virgin Islands if the document is issued by a foreign court which had competent jurisdiction in the matter. For the purposes of establishing whether or not a foreign court had competent jurisdiction in such a matter the directors may obtain appropriate legal advice. The directors may also require an indemnity to be given by the executor, administrator, guardian or trustee in bankruptcy.

5.3 Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall for all purposes be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.

5.4 Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer.

5.5 What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.

6 Acquisition of Own Shares

Subject to the provisions of the Act in this regard, the directors may, on behalf of the Company purchase, redeem or otherwise acquire any of the Company's own shares for such consideration as they consider fit, and either cancel or hold such shares as treasury shares. The directors may dispose of any shares held as treasury shares on such terms and conditions as they may from time to time determine. Shares may be purchased or otherwise acquired in exchange for newly issued shares in the Company.

7 Meetings of Members

7.1 The directors may convene meetings of the members of the Company at such times and in such manner and places as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members entitled to exercise at least thirty (30) percent of the voting rights in respect of the matter for which the meeting is requested.

7.2 Seven (7) days written notice at the least specifying the place, the day and the hour of the meeting and general nature of the business to be conducted shall be given in the manner hereinafter mentioned to such persons whose names on the date the notice is given appear as members in the share register of the Company and are entitled to vote at the meeting.

7.3 Notwithstanding Article 7.1, a meeting of members held in contravention of the requirement to give notice is valid if members holding a ninety (90) percent majority of:

(a) the total voting rights on all the matters to be considered at the meeting; or

(b) the votes of each class or series of shares where members are entitled to vote thereon as a class or series together with an absolute majority of the remaining votes,

have waived notice of the meeting and, for this purpose, the presence of a member at the meeting shall be deemed to constitute waiver on his part.

7.4 The inadvertent failure of the directors to give notice of a meeting to a member or the fact that a member has not received the notice shall not invalidate the meeting.

8 Proceedings at Meetings of Members

8.1 No business shall be transacted at any meeting unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall consist of the holder or holders present in person or by proxy entitled to exercise at least fifty (50) percent of the voting rights of the shares of each class or series of shares entitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon.

8.2 If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting shall be dissolved.

8.3 At every meeting the members present shall choose someone of their number to be the chairman (the "Chairman"). If the members are unable to choose a Chairman for any reason, then the person representing the greatest number of voting shares present at the meeting shall preside as Chairman failing which the oldest individual member present at the meeting or failing any member personally attending the meeting, the proxy present at the meeting representing the oldest member of the Company, shall take the chair.

8.4 The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

8.5 At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands by a simple majority unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a) by the Chairman; or

(b) by any member present in person or by proxy and holding not less than one tenth of the total voting shares issued by the Company and having the right to vote at the meeting.

8.6 Unless a poll be so demanded, a declaration by the Chairman that a resolution has, on a show of hands been carried, and an entry to that effect in the book containing the minutes of the proceedings of the Company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

8.7 If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

8.8 In the case of an equality of votes, whether on a show of hands, or on a poll, the Chairman of the meeting at which the show of hands takes place, or at which the poll is demanded, shall be entitled to a second or casting vote.

9 Votes of Members

9.1 At any meeting of members whether on a show of hands or on a poll every holder of a voting share present in person or by proxy shall have one vote for every voting share of which he is the holder.

9.2 Subject to the Memorandum of Association or these Articles, an action that may be taken by members of the Company at a meeting of members may also be taken by a resolution of members consented to in writing or by telex, telegram, cable or other written electronic communication, without the need for any notice.

9.3 If a committee is appointed for any member who is of unsound mind, that member may vote by such committee.

9.4 If two or more persons are jointly entitled to a registered share or shares and if more than one of such persons shall vote in person or by proxy at any meeting of members or in accordance with the terms of Article 9.1, the vote of that person whose name appears first among such voting joint holders in the share register shall alone be counted.

9.5 Votes may be given either personally or by proxy.

9.6 The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.

9.7 Subject to Article 9.8 below, an instrument appointing a proxy shall be in such form as the Chairman of the meeting shall accept as properly evidencing the wishes of the member appointing the proxy.

9.8 The instrument appointing a proxy shall be in writing under the hand of the appointer unless the appointer is a corporation or other form of legal entity other than one or more individuals holding as joint owner in which case the instrument appointing a proxy shall be in writing under the hand of an individual duly authorised by such corporation or legal entity to execute the same. The Chairman of any meeting at which a vote is cast by proxy so authorised may call for a notarially certified copy of such authority which shall be produced within seven days of being so requested failing which the vote or votes cast by such proxy shall be disregarded.

10 Corporations Acting by Representatives at Meetings

Any corporation or other form of corporate legal entity which is a member of the Company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the members or any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

11 Directors

11.1 Subject to any subsequent amendment to change the number of directors, the number of the directors shall be not less than one or more than fifteen.

11.2 The first director or directors shall be appointed by the registered agent of the Company. Thereafter, the directors shall be appointed by the members or the directors for such terms as the members or directors may determine and may be removed by the members or the directors by way of a resolution;

11.3 Notwithstanding the provisions of section 114 of the Act, each director holds office until his successor takes office or until his earlier death, resignation or removal by the members as per Article 11.2 or a resolution passed by the majority of the remaining directors.

11.4 A vacancy in the board of directors may be filled by a resolution of members or a resolution passed by the majority of the remaining directors.

11.5 A director shall not require a share qualification, but nevertheless shall be entitled to attend and speak at any meeting of the members and at any separate meeting of the holders of any class of shares in the Company.

11.6 A director, by writing under his hand deposited at the registered office of the Company, may from time to time appoint another director or another person to be his alternate. Every such alternate shall be entitled to be given notice of meetings of the directors and to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to have and exercise all the powers, rights, duties and authorities of the director appointing him. Every such alternate shall be deemed to be an officer of the Company and shall not be deemed to be an agent of the director appointing him. If undue delay or difficulty would be occasioned by giving notice to a director of a resolution of which his approval is sought in accordance with Article 14.10 his alternate (ifany) shall be entitled to signify approval of the same on behalf of that director. The remuneration of an alternate shall be payable out of the remuneration payable to the director appointing him, and shall consist of such portion of the last mentioned remuneration as shall be agreed between such alternate and the director appointing him. A director by writing under his hand deposited at the registered office of the Company may at any time revoke the appointment of an alternate appointed by him. If a director shall die or cease to hold the office of director, the appointment of his alternate shall thereupon cease and terminate.

11.7 The directors or any committee thereof, may, by resolution, fix the emolument of directors in respect of services rendered or to be rendered in any capacity to the Company. The directors may also be paid such travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors, or any committee of the directors or meetings of the members, or in connection with the business of the Company as shall be approved by resolution of the directors.

11.8 Any director who. by request, goes or resides abroad for any purposes of the Company, or who performs services which in the opinion of the Board go beyond the ordinary duties of a director, may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as shall be approved by resolution of the directors, or any committee thereof.

11.9 The Company may pay to a director who at the request of the Company holds any office (including a directorship) in, or renders services to, any company in which the Company may be interested, such remuneration (whether by way of salary, commission, participation in profits or otherwise) in respect of such office or services as shall be approved by resolution of the directors, or any committee thereof.

11.10 The office of director shall be vacated if the director:

(a) is removed from office by resolution of members; or

(b) is removed from office by resolution of the directors of the Company; or

(c) becomes disqualified to act as a director under section 111 of the Act.

11.11 A director may hold any other office or position of profit under the Company (except that of auditor) in conjunction with his office of director, and may act in a professional capacity to the Company on such terms as to remuneration and otherwise as the directors shall arrange.

11.12 A director may be or become a director or officer of, or otherwise be interested in any company promoted by the Company, or in which the Company may be interested, as a member or otherwise and no such director shall be accountable for any remuneration or other benefits received by him as director or officer or from his interest in such other company. The directors may also exercise the voting powers conferred by the shares in any other company held or owned by the Company in such manner in all respects as they think fit, including the exercise thereof in favour of any resolutions appointing them, or of their number, directors or officers of such other company, or voting or providing for the payment of remuneration to the directors or officers of such other company. A director may vote in favour of the exercise of such voting rights in the manner aforesaid notwithstanding that he may be, or be about to become, a director or officer of such other company, and as such in any other manner is, or may be, interested in the exercise of such voting rights in the manner aforesaid.

11.13 No director shall be disqualified by his office from contracting with the Company either as a vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any director shall be in any way interested be voided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement, by reason of such director holding that office or by reason of the fiduciary relationship thereby established, provided the procedure in Article 11.14 below is followed.

11.14 A director of the Company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose such interest to the board of directors.

11.15 A director of the Company is not required to comply with Article 11.14 above if:

(a) the transaction or proposed transaction is between the director and the Company; and

(b) the transaction or proposed transaction is or is to be entered into in the ordinary course of the Company's business and on usual terms and conditions.

11.16 For the purposes of Article 11.14 above, a disclosure to the board to the effect that a director is a member, director, officer or trustee of another named company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that company or person, is a sufficient disclosure of interest in relation to that transaction.

11.17 Subject to section 125(1) of the Act, the failure by a director to comply with Article 11.14 does not affect the validity of a transaction entered into by the director or the Company.

12 Officers

12.1 The directors of the Company may, by resolution of directors, appoint officers of the Company at such times as shall be considered necessary or expedient, and such officers may consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer and/or such other officers as may from time to time be deemed desirable. The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modifications in such duties as may be prescribed by the directors thereafter, but in the absence of any specific allocation of duties it shall be the responsibility of the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President, but otherwise to perform such duties as may be delegated to them by the President, the Secretary to maintain the registers, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company.

12.2 Any person may hold more than one office and no officer need be a director or member of the Company The officers shall remain in office until removed from office by the directors, whether or not a successor is appointed.

12.3 Any officer who is a body corporate may appoint any person its duly authorised representative for the purpose of representing it and of transacting any of the business of the officers.

12.4 The emoluments of all officers shall be fixed by resolution of directors.

13 Powers of Directors

13.1 The business of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company, and may exercise all such powers of the Company necessary for managing and for directing and supervising, the business and affairs of the Company as are not by the Act or by these Articles required to be exercised by the members subject to any delegation of such powers as may be authorised by these Articles and permitted by the Act and to such requirements as may be prescribed by resolution of the members, but no requirement made by resolution of the members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made.

13.2 The board of directors may entrust to and confer upon any director or officer any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers. Subject to the provisions of section 110 of the Act, the directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committees so formed shall in the exercise of powers so delegated conform to any regulations that may be imposed on it by the directors or the provisions of the Act.

13.3 The directors may from time to time by power of attorney appoint any company, firm or person or body of persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as the directors think fit.

13.4 Any director who is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the directors and of transacting any of the business of the directors.

13.5 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be, in such manner as the directors shall from time to time by resolution determine.

13.6 The directors may:

(a) exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party; and

(b) where the Company is a wholly-owned subsidiary, the directors may in exercising their powers or performing their duties, act in a manner which the directors believe is in the best interests of the Company's holding company even though it may not be in the best interests of the Company.

13.7 The continuing directors may act notwithstanding any vacancy in their body, save that if the number of directors shall have been fixed at two or more persons and by reason of vacancies having occurred in the board of directors there shall be only one continuing director, he shall be authorised to act alone only for the purpose of appointing another director.

14 Proceedings of Directors

14.1 The meetings of the board of directors and any committee thereof shall be held at such place or places as the directors shall decide.

14.2 The directors may elect a chairman (the "Chairman of the Board of Directors”) of their meeting and determine the period for which he is to hold office. If no such Chairman of the Board of Directors is elected, or if at any meeting the Chairman of the Board of Directors is not present at the time appointed for holding the meeting, the directors present may choose one of their number to be Chairman of the Board of Directors for the meeting. If the directors are unable to choose a Chairman of the Board of Directors, for any reason, then the oldest director present at the meeting shall preside as the Chairman of the Board of Directors.

14.3 The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality in votes the Chairman shall have a second or casting vote. A director may at any time summon a meeting of the directors. If the Company shall have only one director, the provisions hereinafter contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters and in lieu of minutes of a meeting shall record in writing and sign a note of memorandum of all matters requiring a resolution of the directors. Such note or memorandum shall constitute sufficient evidence of such resolution for all purposes.

14.4 A director shall be given not less than three (3) days notice of a meeting of the directors.

14.5 Notwithstanding Article 14.4, a meeting of directors held in contravention of Article 14.4 is valid if a majority of the directors, entitled to vote at the meeting, have waived the notice of the meeting; and, for this purpose, the presence of a director at the meeting shall be deemed to constitute waiver on his part.

14.6 The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice shall not invalidate the meeting.

14.7 A meeting of the directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-third of the total number of directors with a minimum of two (2), or in the case of only one director a minimum of one (1).

14.8 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

14.9 Any one or more members of the board of directors or any committee thereof may participate in a meeting of such board of directors or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.

14.10 A resolution approved by a majority of the directors for the time being entitled to receive notice of a meeting of the directors or of a committee of the directors and taking the form of one or more documents in writing or by telefax or other written or electronic communication shall be as valid and effectual as if it had been passed at a meeting of the directors or of such committee duly convened and held, without the need for any notice.

15 Indemnity

Subject to the provisions of the Act, the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

(a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil. Criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or

(b) is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

16 Seal

The directors shall provide for the safe custody of the common seal of the Company. The common seal when affixed to any instrument except as provided in Article 2.1, shall be witnessed by a director or officer of the Company or any other person so authorised from time to time by the directors. The directors may provide for a facsimile of the common seal and approve the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the common seal has been affixed to such instrument and the same had been signed as hereinbefore described.

17 Distributions

17.1 Subject to the provisions of the Act, the directors of a Company may, by resolution, authorise a distribution by the Company at a time, and of an amount, and to any members they think fit if they are satisfied, on reasonable grounds, that the Company will, immediately after the distribution, satisfy the solvency test as stipulated in section 56 of the Act.

17.2 Subject to the rights of the holders of shares entitled to special rights as to distributions, all distributions shall be declared and paid according to the par value of the shares in issue, excluding those shares which are held by the Company as Treasury Shares at the date of declaration of the distribution.

17.3 The directors may, before recommending any distribution, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at their discretion, either be employed in the business of the Company or be invested in such investments as the directors may from time to time think fit.

17.4 If several persons are registered as joint holders of any share, any of them may give effectual receipt for any distribution or other monies payable on or in respect of the share.

17.5 Notice of any distribution that may have been declared shall be given to each member in manner hereinafter mentioned and all distributions unclaimed for three years after having been declared may be forfeited by the directors for the benefit of the Company.

17.6 No distribution shall bear interest against the Company,

18 Company Records

18.1 The Company shall keep records that:

(a) are sufficient to show and explain the Company's transactions; and

(b) will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

18.2 The Company shall keep:

(a) minutes of all meetings of:

(i) directors,

(ii) members,

(iii) committees of directors, and

(iv) committees of members;

(b) copies of all resolutions consented to by:

(i) directors,

(ii) members,

(iii) committees of directors, and

(iv) committees of members;

(c) an imprint of the common seal at the registered office of the Company.

18.3 The Company shall keep the following records at the office of its registered agent or at such other place or places, within or outside the British Virgin Islands, as the directors may determine:

(a) minutes of meetings and resolutions of members and of classes of members maintained in accordance with Article 18.2; and

(b) minutes of meetings and resolutions of directors and committees of directors maintained in accordance with Article 18.2.

18.4 The Company shall keep the following documents at the office of its registered agent:

(a) the Memorandum of Association and Articles of the Company;

(b) the register of members maintained in accordance with Article 18.7 or a copy of the register of members;

(c) the register of directors maintained in accordance with Article 18.6 or a copy of the register of directors;

(d) copies of all notices and other documents filed by the Company in the previous ten years: and

(e) a copy of the register of charges kept by the Company pursuant to section 162(1) of the Act.

18.5 (a) Where the Company keeps a copy of the register of members or the register of directors at the office of its registered agent, it shall

(i) within 15 days of any change in the register, notify the registered agent, in writing, of the change: and

(ii) provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

(b) Where the place at which the original register of members or the original register of directors is changed, the Company shall provide the registered agent with the physical address of the new location of the records within 14 days of the change of location_

18.6 The Company shall keep a register to be known as a register of directors containing the names and addresses of the persons who are directors of the Company, the date on which each person whose name is entered in the register was appointed as a director of the Company, the date on which each person named as a director ceased to be a director of the Company, and such other information as may be prescribed.

18.7 The Company shall maintain an accurate and complete register of members showing the full names and addresses of all persons holding registered shares in the Company, the number of each class and series of registered shares held by such person, the date on which the name of each member was entered in the register of members and where applicable, the date such person ceased to hold any registered shares in the Company.

18.8 The records, documents and registers required by Articles 18.1 to 18.7 inclusive shall be open to the inspection of the directors at all times.

18.9 The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the records, documents and registers of the Company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any records, documents or registers of the Company except as conferred by the Act or authorised by resolution of the directors.

19 Audit

19.1 The directors may by resolution call for the accounts of the Company to be examined by an auditor or auditors to be appointed by them at such remuneration as may from time to time be agreed.

19.2 The auditor may be a member of the Company but no director or officer shall be eligible during his continuance in office.

19.3 Every auditor of the Company shall have a right of access at all times to the books of accounts of the Company, and shall be entitled to require from the officers of the Company such information and explanations as he thinks necessary for the performance of his duties.

19.4 The remuneration of the Auditor shall be fixed by resolution of directors or in such manner as the directors may determine.

19.5 If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the directors shall fill the vacancy and determine the remuneration of such Auditor.

19.6 The report of the auditor shall be annexed to the accounts upon which he reports, and the auditor shall be entitled to receive notice of, and to attend, any meeting at which the Company’s audited financial statements are to be presented.

20 Notices

20.1 Any notice, information or written statement required to be given to members shall be served by mail (air-mail service if available) addressed to each member at the address shown in the share register.

20.2 All notices directed to be given to the members shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is named first in the share register, and notice so given shall be sufficient notice to all the holders of such shares.

20.3 Any notice, if served by post, shall be deemed to have been served within ten days of posting, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and mailed with the postage prepaid.

21 Pension and Superannuation Fund

The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is, or has been at any time, interested, and to the wives, widows, families and dependents of any such persons, and make payments for or towards the insurance of such persons as aforesaid, and may do any of the matters aforesaid either alone or in conjunction with any such other company as aforesaid. A director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donation, gratuity, pension, allowance or emolument.

22 Winding Up

The Company may be voluntarily liquidated under Part XII of the Act if it has no liabilities and it is able to pay its debts as they become due. If the Company shall be wound up, the liquidator may, in accordance divide amongst the members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any such property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members the liquidator also having regard to any contractual arrangement entered into by the Members waiving any right they may have to receive distributions upon a liquidation. The liquidator may vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributors as the liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

23 Amendment to Articles

The Company may alter or modify the conditions contained in these Articles as originally drafted or as amended from time to time by a resolution of the directors or the members.

NAME, ADDRESS AND DESCRIPTION OF INCORPORATOR

We, FH Corporate Services Ltd, of FH Chambers, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, registered agent of the Company, hereby sign these Articles of Association for the purposes of incorporating a Private Company Limited by Shares under the BVI Business Companies Act, 2004 this 5th day of April 2011.

FH Corporate Services Ltd

FH Chambers

P.O. Box 4649

Road Town, Tortola

British Virgin Islands

Incorporator

José Santos

For and on behalf of

FH Corporate Services Ltd

EX-3.1

Exhibit 3.1

EX-4.1

Exhibit 4.1

FLINT INT’L SERVICES, INC.

SUBSCRIPTION AGREEMENT

________________, 2011

Flint Int’l Services, Inc.

5732 HWY 7 West

Unit 15

Vaughn, ON, L4L3A2, Canada

Ladies and Gentlemen:

    1.   PURCHASE OF ORDINARY SHARES.   Intending to be legally bound , I hereby agree to purchase ________ shares of voting, $0.001 par value Ordinary Shares (the "Shares") of Flint Int’l Services, Inc. (the "Corporation") for  ______________ U.S. Dollars (number of Shares to be purchased multiplied by $1.00). This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). I acknowledge that the Corporation reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Corporation in writing.

    2.   PAYMENT.   I agree to deliver to the Corporation immediately available funds in the full amount due under this Agreement, by cash or by certified, personal or cashier's check payable to the "Flint Int’l Services, Inc." The money we raise in this offering before the minimum amount, $70,000, is sold will be held uncashed in a company safe where the funds will be held for the benefit of those subscribing for our shares, until the minimum amount is raised at which time we will deposit them in our bank account and retain the transfer agent who will then issue the shares. The funds will not be commingled with any other monies, and if the minimum amount is not raised by the end of the offering period, November 15, 2011, all funds will be refunded immediately, without interest.

    3.   ISSUANCE OF SHARES.   The Shares subscribed for herein will only be issued upon acceptance by the Corporation as evidenced by the Corporation returning to the investor an executed Agreement acknowledging acceptance and upon satisfaction of the terms and conditions of the offering.

    4.   IRREVOCABILITY; BINDING EFFECT.   I hereby acknowledge and agree that the purchase hereunder is irrevocable, that I am not entitled to cancel, terminate or revoke this Agreement or any agreements of the undersigned hereunder and that this Agreement and such other agreements shall survive my death or disability and shall be binding upon and inure to the benefit of the parties and their heirs, executor, administrators, successors, legal representatives and assigns. If the undersigned is more than one person, the obligations of the undersigned hereunder shall be joint and several, and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and are binding upon each such person and his heirs, executors, administrators, successors, legal representatives and assigns.

    5.   MODIFICATION.   Neither this Agreement not any provisions hereof shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.

    6.   NOTICES.   Any notice, demand or other communication which any party hereto may require, or may elect to give to anyone interested hereunder shall be sufficiently given if [a] deposited, postage prepaid, in a United States mail box, stamped registered or certified mail, return receipt requested addressed to such address as may be listed on the books of the Corporation, [b] delivered personally at such address, or [c] delivered (in person, or by a facsimile transmission, telex or similar telecommunications equipment) against receipt.

    7.   COUNTERPARTS.   This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

    8.  ENTIRE AGREEMENT.   This Agreement contains the entire agreement of the parties with respect to the subject matter  hereof, and there are no representations, covenants or other agreements except as stated or referred to herein.

    9.  SEVERABILITY.   Each provision of the Agreement is intended to be severable from every other provision, and the invalidity or illegality of any portion hereof shall not affect the validity or legality of the remainder hereof.

    10.  ASSIGNABILITY.   This Agreement is not transferable or assignable by the undersigned except as may be provided herein.

    11.  APPLICABLE LAW.   This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands as applied to residents of that territory executing contracts wholly to be performed in that territory.

INDIVIDUAL(S) SUBSCRIBER

IN WITNESS WHEREOF, I have executed this Agreement as of the ____ day of  ___________, 2011.

Address:

___________________________________                     ______________________________

Signature of Purchaser

                                                                                                      ______________________________

___________________________________

Name(s) of Purchaser  (Please print or type)

                                                                                                      ______________________________

Social security #

ENTITY SUBSCRIBER

IN WITNESS WHEREOF, I have executed this Agreement as of the ______ day of  _________________, 2011.

Address:

____________________________                                     ____________________________________

Entity

      ____________________________________

______________________________

Signed By                                                                                   ______________________________

Its: ___________________________                                          Taxpayer identification #

______________________________                               ______________________________

Date

PURCHASE ACCEPTED FOR _________SHARES:

Flint Int’l Services, Inc.

By: ________________________________

       Russell Hiebert, President

Date: _______________________________

EX-5.1

Exhibit 5.1

ForbesHare Palm Grove House · P.O. Box 4649 Road Town · Tortola · VG1110 British Virgin Islands   T: +1 284 494 1890 F: +1 284 494 1316 www.forbeshare.com

Direct:	+1 284 852 1899
Email:	jose.santos@forbeshare.com

Ref: JST/KJO/4404.001

EXHIBIT 5.1 OPINION TO SEC

Flint Int’l Services, Inc.

FH Chambers

PO Box 4649

Road Town, Tortola

British Virgin Islands

13 May 2011

Dear Sirs

Flint Int’l Services, Inc. (the "Company")

We have acted as special British Virgin Islands counsel to the Company to provide this legal opinion in connection with the Company's registration statement on Form F-1, including all amendments or supplements thereto ("Form F-1"), filed with the Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933 (the "Act"), as amended (the "Registration Statement") related to the offering and sale of up to a maximum of 500,000 ordinary shares of US$0.001 par value per share of the Company (the "Shares").  This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.

1           DOCUMENTS REVIEWED

We have reviewed originals, copies, drafts or conformed copies of the following documents and have examined such other documents and considered such legal matters as we have deemed necessary for the purpose of rendering this legal opinion:

1.1 The written resolutions of the board of directors of the Company dated 13 May 2011 (the "Resolutions").

1.2 A registered agent’s certificate dated 13 May 2011, issued by FH Corporate Services Ltd, the Company’s registered agent (the "Registered Agent’s Certificate").

1.3 The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 13 May 2011 including:

1.3.1           the Company’s Certificate of Incorporation; and

1.3.2           the Company’s Memorandum and Articles of Association.

 1.4             the Form F-1.

2           ASSUMPTIONS

In giving this opinion we have assumed (without further verification) the completeness and accuracy of the Registered Agent’s Certificate and the Director's Certificate as to the factual statements made therein. We have also relied upon the following assumptions, which we have not independently verified:

2.1 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals; and

2.2 all signatures, initials and seals are genuine.

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion. 

3           OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company is a company limited by shares duly incorporated under the BVI Business Companies Act, 2004 (the "Act"), in good standing at the Registry of Corporate Affairs and validly existing under the laws of the British Virgin Islands, and possesses the capacity to sue and be sued in its own name.

3.2 The Shares to be offered and sold by the Company as contemplated by the Form F-1 have been duly authorised for issue, and when issued by the Company against payment in full, of the consideration, in accordance with the terms set out in the Form F-1 and the terms of the underwriting agreement referred to in the Form F-1 and duly registered in the Company’s register of members (shareholders), such Shares will be validly issued, fully paid and non-assessable.  

4           QUALIFICATIONS

The opinions expressed above are subject to the following qualifications:

4.1 To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.

 4.2 Under the Act, the register of members of a British Virgin Islands company is by statute regarded as prima facie evidence of any matters which the Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

4.3 Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

4.4 This opinion is confined to and given on the basis of the laws of the British Virgin Islands at the date hereof and as currently applied by the courts of the British Virgin Islands. We have not investigated and we do not express or imply nor are we qualified to express or imply any opinion on the laws of any other jurisdiction. 

We hereby consent to filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. In the giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/  Forbes Hare

Forbes Hare

EX-5.2

Exhibit 5.2

The McCall Law Firm, PC

3102 Maple Ave., Suite 400

Dallas, Texas 75201

(972) 665-9600

(817) 533-5330 facsimile

May 12, 2011

Flint Int'l Services, Inc.

5732 HWY 7 West, Unit 15

Vaughn, ON  L4L 3A2

Canada

Re:  Sale of Ordinary Shares of Flint Int'l Services, Inc (the “Company”)

Ladies and Gentlemen:

You have requested our opinion concerning the statements in the Registration Statement (as described below) under the caption “Taxation—Material United States Federal Income Tax Considerations” in connection with the public offering on the date hereof of certain Ordinary Shares, each of which has a par value $0.001 per share, of the Company pursuant to the registration statement (the “Registration Statement”) on Form F-1 under the Securities Act of 1933, as amended (the “Act”).

This opinion is being furnished to you pursuant to section 8.1 of Exhibit Index of the Registration Statement.

In connection with rendering the opinion set forth below, we have examined and relied on originals or copies of the following:

(a) the Registration Statement; and

(b) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below.

Our opinion is conditioned on the initial and continuing accuracy of the facts, information and analyses set forth in such documents, certificates and records (as identified in clauses (a) and (b) of the immediately preceding paragraph). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Registration Statement.

For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, electronic, or photostatic copies, and the authenticity of the originals of such latter documents. We have relied on a representation of the Company that such documents, certificates, and records are duly authorized, valid and enforceable.

In addition, we have relied on factual statements and representations of the officers and other representatives of the Company and others, and we have assumed that such statements and representations are and will continue to be correct without regard to any qualification as to knowledge or belief.

Our opinion is based on the U.S. Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, judicial decisions, published positions of the U.S. Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect as of the date of this opinion and all of which are subject to differing interpretations or change at any time (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that the opinion expressed herein will be accepted by the U.S. Internal Revenue Service or, if challenged, by a court.

Based upon and subject to the foregoing, we are of the opinion that, under current U.S. federal income tax law, although the discussion set forth in the Registration Statement under the heading “Material United States Federal Income Tax Considerations” does not purport to summarize all possible U.S. federal income tax considerations of the purchase, ownership and disposition of Ordinary Shares to U.S. Holders (as defined therein), such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax consequences of the purchase, ownership and disposition of the Ordinary Shares that are anticipated to be material to U.S. Holders who purchase the Ordinary Shares pursuant to the Registration Statement, subject to the qualifications set forth in such discussion and, to the extent that it sets forth specific legal conclusion under United States federal income tax law, except as otherwise provided therein, it represents our opinion.

Except as set forth above, we express no other opinion. This opinion is furnished to you in connection with the closing occurring today of the sale of the securities. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Taxation” and “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.

 Sincerely,

 The McCall Law Firm, PC

 /s/ Victor L. McCall

 Victor L. McCall

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of our reports dated May 13, 2011, relating to the consolidated financial statements of Flint Int’l Services, Inc.  We also consent to the reference to us under the caption Experts in the Prospectus.

/s/ EFP Rotenberg, LLP

EFP Rotenberg, LLP

Rochester, New York

May 13, 2011