form8k.htm

0000832370-08-000014.txt : 20081007 0000832370-08-000014.hdr.sgml : 20081007 20081007101656 ACCESSION NUMBER: 0000832370-08-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20081001 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081007 DATE AS OF CHANGE: 20081007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLINT TELECOM GROUP INC. CENTRAL INDEX KEY: 0000832370 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 363574355 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15569 FILM NUMBER: 081111357 BUSINESS ADDRESS: STREET 1: 718 UNIVERSITY AVE STREET 2: SUITE 202 CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 4083996120 MAIL ADDRESS: STREET 1: 718 UNIVERSITY AVE STREET 2: SUITE 202 CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: SEMOTUS SOLUTIONS INC DATE OF NAME CHANGE: 20010227 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK NET INC DATE OF NAME CHANGE: 19990707 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS CORP /CA/ DATE OF NAME CHANGE: 19960723 8-K 1 form8k.htm form8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2008

FLINT TELECOM GROUP, INC.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

(Exact Name of Registrant as Specified in its Charter)

Nevada	0-21069	36-3574355
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

718 University Ave., Suite 212 Los Gatos, CA 95032

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(Address of Principal Executive Offices) (Zip Code)

(408) 399-6120

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(Registrant’s Telephone Number, including area code)

(Formerly named Semotus Solutions, Inc.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On October 1, 2008, Semotus Solutions, Inc. (“Semotus”) acquired substantially all of the assets and liabilities of Flint Telecom, Inc. (“Flint”) in exchange for 28,460,094 shares of our restricted common stock pursuant to a definitive Contribution Agreement dated April 23, 2008 among Semotus, Flint and Flint Telecom Limited (“Flint Parent”) (the “Contribution Agreement”). Flint is a technology and services company that provides “turnkey’ telecom services to the global telecom and media industry. Its assets are mainly comprised of telecom products that blend both proprietary software and industry leading technologies to create a converged voice and data network based on SIP protocol, the emerging technical standard for the future of telephony. This is also known as Digital Phone Service or Voice over IP (VoIP).

As part of the closing of the transaction and in addition to the issuance of the common stock noted above, Semotus assumed all of Flint’s obligations under its convertible promissory notes (the “Notes”). A portion of the Notes, totaling approximately $4,000,000 in outstanding principal plus accrued interest to date, are convertible into shares of Semotus common stock at any time and from time to time prior to December 31, 2008 at a conversion price of $0.275 per share, and the remaining Notes, totaling approximately $2,000,000 in outstanding principal plus accrued interest to date, are convertible into shares of Semotus common stock at any time and from time to time prior to July 1, 2009 at a conversion price of $0.50 per share. Assuming conversion by each of the holders of such Notes, such conversion will result in the issuance of approximately 18,500,000 additional shares of Semotus’ restricted common shares. As part of the closing of the transaction, Semotus also assumed all of Flint’s obligations under outstanding warrants exercisable at $0.50 per share for a three year term which, assuming exercise by each of the holders of such warrants, will result in the issuance of approximately 6,850,000 additional shares of Semotus’ restricted common shares. The foregoing description of the Notes and warrants are qualified in their entirety by reference to the full text of the Notes and Warrants, which are attached hereto as Exhibits 4.1 and 4.2, and are incorporated herein by reference.

As part of the closing of the transaction, we entered into an amended and restated employment agreement with Mr. LaPine, effectuating the following: (i) Mr. LaPine’s title changed from Chairman and Chief Executive Officer to Chairman; (ii) Mr. LaPine’s job description changed such that he is now required to perform only those services commensurate with his position as Chairman, maintaining Semotus’ public listing and SEC compliance and managing the day-to-day operations relating to the Semotus Business (as defined in the Contribution Agreement); (iii) Mr. LaPine was issued 3,508,000 shares of restricted common stock (evidencing an approximate 5% ownership on a fully-diluted basis taking into account the restricted shares issued to Flint at the closing of the transaction, the unvested shares issued to other key employees and executive officers as described below, the shares underlying the Notes and warrants and any shares outstanding or available for issuance under Semotus’ existing stock option plans). Mr. LaPine also has the right to purchase (at any time within the three-year period commencing on the date of closing) or, in the event our Board should determine to dispose of the Semotus Business unit prior to the end of such three-year period, a right of first refusal with respect thereto, in exchange for (1) the shares issued to him in accordance with his new employment agreement (as contemplated by the Contribution Agreement) or (2) the fair market value of the Semotus Business at the time Mr. LaPine exercises his right to purchase (payable in cash or in shares of Semotus common stock issued to Mr. LaPine thereunder), whichever is less. The foregoing description of Mr. LaPine’s Amended and Restated Employment Agreement is qualified in its entirety by reference to the full text of the Amended and Restated Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Additionally, as part of the closing of the transaction, the entire Flint management team and employees have become employees of Semotus. As a hiring and retention incentive, in lieu of issuing stock options under our existing stock option plan, our Board has approved the issuance of up to 8,410,000 shares of restricted common stock to certain key employees and executive officers, which is subject to vesting over a period of four years such that 25% of the shares vest at the employees’ first annual anniversary and 6.25% of the shares vest quarterly thereafter so that 100% shall be fully vested at the end of four years.

Therefore, on a fully diluted basis, taking into consideration (i) our outstanding stock, on the date of the closing, (ii) the stock issuance to Mr. LaPine under his new employment agreement, (iii) the stock we intend to issue to other key employees and executive officers as described above, (iv) the aggregate number of shares underlying the Notes we have assumed, (v) the aggregate number of shares underlying the Flint warrants we assumed and (vi) the aggregate number of shares underlying our outstanding stock options, and our outstanding warrants, we have an aggregate of approximately 70,000,000 shares outstanding. As a result of the transaction and effective as of the closing, the existing Semotus shareholders now own approximately 3%, Mr. LaPine now owns approximately 5% and Flint and its investors now own approximately 92% of the outstanding shares on a fully-diluted basis of Semotus.

On October 7, 2008, Semotus issued a press release with respect to this acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in Item 2.01 above, is incorporated herein by reference as it relates to the issuance of 28,460,094 shares of restricted common stock to Flint Telecom, Inc., the issuance of 3,508,000 shares of restricted common stock to Mr. Anthony LaPine, and the issuance of up to 8,410,000 shares of restricted common stock vesting over a period of four years to key employees and executive officers outside of our existing stock option plan.

We believe our offering and sale of the securities in the above transaction, made only to accredited investors and certain persons outside of the United States, were exempt from registration under Section 4(2) of the Securities Act and Regulation S. The certificates representing the securities issued contain a legend to the effect that such securities were not registered under the Securities Act and may not be transferred except pursuant to an effective registration statement or pursuant to an exemption from such registration requirements.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

The information set forth in Item 2.01 above is incorporated herein by reference. As a result of the closing of the transaction with Flint, Flint owns approximately 92% of the common stock of Semotus on a fully diluted basis. Flint also replaced two of our former directors with two individuals designated by it. From and after the closing and until the first to occur of (i) the Flint Business (as defined in the Contribution Agreement) shall have generated positive cash flow or (ii) the Flint Business shall have obtained at least $3,000,000 in additional financing (the events described in clause (i) and (ii) hereof each being referred to as a “Board Change Trigger Event”), the board of directors will be comprised of four directors, two of whom shall be designated by Flint Telecom, Ltd. (“Flint Parent”) (initially Vincent Browne and Michael Butler) and two of whom shall be incumbent directors of Semotus (initially Anthony LaPine and Robert Lanz). From and after the occurrence of a Board Change Trigger Event, the Semotus board of directors shall take such actions as may be necessary to increase the size of the Semotus board of directors to six directors, with the vacancies created by such board increase to be filled by individuals designated by Flint Parent.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The information set forth in Item 2.01 above is incorporated herein by reference. Effective as of October 1, 2008, we appointed Vincent Browne as our new Chief Executive Officer. Anthony LaPine also resigned from his former position as Chief Executive Officer but will remain our Chairman of the Board. Mark Williams and Laurence Murray each resigned from the Board of Directors and the vacancies created by their resignations were filled by Flint’s designees, Vincent Browne and Michael Butler. Neither Mr. Browne nor Mr. Butler qualify as “independent” directors, as that term is defined by the NASDAQ Stock Market and the SEC, and neither will be serving on any Board Committees.

In addition, and also effective October 1, 2008, Pamela LaPine resigned from her position as President, but will remain an executive of the Company as President of Semotus, which has become a business division of the Company. We also appointed Christopher Knight as Chief Technology Officer effective as of October 1, 2008.

The following are descriptions of the business experience of each of Messrs. Browne, Butler and Knight for at least the past five years:

Vincent Browne, age 40. Mr. Browne founded Flint Telecom, Ltd, Flint Telecom, Inc.’s parent company, in December of 2004 and Flint Telecom, Inc. was incorporated in July of 2005. Mr. Browne has over 15 years experience in the ICT sector. Prior to joining Flint, Mr. Browne founded Prime Carrier Limited (PCL) in 2000 and was its CEO. PCL provides advanced Least Cost Routing software and systems to international telecom companies across the globe. During his time as founding CEO at PCL, he raised over $18m in various funding rounds and successfully negotiated several multi-million dollar contracts with international customers. Prior to that, Mr. Browne held senior management positions with Siemens in Ireland and with Esat BT. Mr. Browne holds a BComm degree from University College Dublin.

Christopher Knight, age 35. Mr. Knight became the Chief Information Officer of Flint Telecom, Inc. in February of 2008. Mr. Knight has over 15 years experience in the telecom industry. Prior to Flint, Mr. Knight was the Chief Technology Officer at BroadStar, a triple play company with services in voice, cable television and high speed Internet services that eventually merged into PrimeCast, where he designed and rebuilt the technology infrastructure. Prior to that, he designed and deployed the first city-wide wireless network in the Ft. Lauderdale area. During the mid to late 1990’s, Mr. Knight was the Founder and CEO of Network Solutions Group, which specialized in domain name resolution, web hosting and ISP services.

Michael Butler, age 53. Mr. Butler became Flint Telecom, Inc.’s Executive Vice President of Investor Relations in October of 2008. Prior to that, he was Flint’s Finance Director since February of 2006. Mr. Butler has over 30 years experience in Accountancy and Insolvency practices in Ireland. Most recently as Managing Partner with Butler & Co, which he built to become one of the leading insolvency practices in Ireland. Mr. Butler is a prolific investor in early stage technology and internet companies, most notably Coretime.com which was sold to Sage, and Hostelworld.com, the World’s leading hostel booking engine. Mr. Butler has a BComm from University College Dublin and is a Member of the Irish Institute of Credit Managers.

Pursuant to the terms of their employment: (i) Mr. Browne will receive salary in the amount of $180,000 per year, which shall immediately increase to $240,000 when the Company achieves sustainable profitability for one quarter, and 2,500,000 shares of restricted common stock as described above; (ii) Mr. Knight will receive salary in the amount of $240,000 per year, with a potential bonus of up to an additional $240,000 based on Company performance, to be further defined by Mr. Browne and approved by the Company’s Board of Directors, and 2,660,000 shares of restricted common stock as described above; Mr. Knight will also receive a monthly allowance of $7,500 towards his apartment rental; and (iii) Mr. Butler will receive salary in the amount of $180,000 per year and 1,500,000 shares of restricted common stock as described above. Each will be entitled to participate in other employee benefit plans to the same extent provided to other executive officers. The foregoing description of the terms of employment of Messrs. Browne, Knight and Butler are qualified in their entirety by reference to the full text of Mr. Browne’s Employment Agreement and Mr. Knight’s and Mr. Butler’s offer letters, which are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

In addition and in connection with the closing, Semotus assumed the following indebtedness owed by Flint: (i) €1,475,000 in convertible notes owed to Mr. Butler; (ii) $875,000 in convertible notes owed to Mr. Butler and his family members and affilites; and (iii) $238,972 in indebtedness owed by Flint to Flint Telecom, Ltd. which is controlled by Mr. Browne and Mr. Butler.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

The information set forth in Item 2.01 above is incorporated herein by reference. As a result of the closing of the Flint transaction, and as approved by our shareholders at the annual meeting held September 17, 2008, we have filed an amendment to our articles of incorporation increasing our total authorized shares of common stock to 100,000,000 and changing the name of the company to “Flint Telecom Group, Inc.”

ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired. The required financial statements will be filed as soon as practicable, but not later than 71 calendar days after the date by which this report on Form 8-K must be filed.

(b) Pro Forma Financial Information. The required pro forma financial information will be filed as soon as practicable, but not later than 71 calendar days after the date by which this report on Form 8-K must be filed.

(c)	Exhibits. The following exhibits are filed with this report:

Exhibit Number --------------------	Description ---------------
2.1*	Contribution Agreement by and among Semotus Solutions, Inc., Flint Telecom, Inc. and Flint Telecom, Ltd. dated April 23, 2008.
3.1	Certificate of Amendment to Articles of Incorporation dated October September 30, 2008.
3.2	Certificate of Amendment to Articles of Incorporation dated October 3, 2008.
4.1	Form of Warrant to purchase shares of the Company’s common stock at $0.50 per share.
4.2	Form of convertible promissory note to purchase shares of common stock.
10.1	Amended and Restated Employment Agreement by and among Flint Telecom Group, Inc. and Mr. Anthony LaPine dated October 1, 2008.
10.2	Employment Agreement by and among Flint Telecom Group, Inc. and Mr. Vincent Browne dated October 6, 2008.
10.3	Offer letter by and among Flint Telecom Group, Inc. and Michael Butler dated October 6, 2008.
10.4	Offer letter by and among Flint Telecom Group, Inc. and Christopher Knight dated October 6, 2008.
99.1	Press release of Semotus Solutions, Inc. dated October 7, 2008.

* Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on April 29, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FLINT TELECOM GROUP, INC.
	By: /s/ Vincent Browne
Date: October 7, 2008	Vincent Browne,
	Chief Executive Officer

EX-3.1 2 exhibit3-1.htm exhibit3-1.htm

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT PURSUANT TO NRS 78.385 AND 78.390

Certificate of Amendment to Articles of Incorporation For

Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

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1. Name of corporation: Semotus Solutions, Inc.

2. The articles have been amended as follows: Article IV has been amended to increase the number of authorized shares of common stock from fifty million (50,000,000) to one hundred million (100,000,000) shares of $0.01 par value each.

3. The vote by which the stockholders holding shares of the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 88%

4. Effective date of filing: (optional)

5. Officer signature: /s/ Taliesin Durant, Secretary

EX-3.2 3 exhibit3-2.htm exhibit3-2.htm

EXHIBIT 3.2

CERTIFICATE OF AMENDMENT PURSUANT TO NRS 78.385 AND 78.390

Certificate of Amendment to Articles of Incorporation For

Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)

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1. Name of corporation: Semotus Solutions, Inc.

2. The articles have been amended as follows: Article I: The Name of the Corporation shall be: Flint Telecom Group, Inc.

4. Effective date of filing: (optional)

5. Officer signature: /s/ Taliesin Durant, Secretary

EX-4.1 4 exhibit4-1.htm exhibit4-1.htm

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR CANADIAN PROVINCE, OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.

Flint Telecom, Inc.

Incorporated Under the Laws of the State of Delaware

_________ Common Stock

Purchase Warrants

CERTIFICATE FOR COMMON STOCK

PURCHASE WARRANTS

1. Warrants. This Warrant Certificate certifies that ______________________, or registered assigns (the "Holder"), is the registered owner of the above-indicated number of Warrants expiring on September 18, 2011 ("Expiration Date"). One (1) Warrant entitles the Holder to purchase one share of common stock, $.01 par value ("Share"), from Flint Telecom, Inc., a Delaware corporation ("Company"), at a purchase price of $0.50 per share ("Exercise Price"), commencing September 18, 2008, and terminating on the Expiration Date ("Exercise Period"), upon surrender of this Warrant Certificate with the exercise form hereon duly completed and executed with payment of the Exercise Price at the offices of the Company, 303 Park Ave. S., Suite 1420, New York, NY 10010.

2. Transfer of Warrants. The Warrants represented by this Warrant Certificate shall not be transferable except upon the death of the Holder and then only to the estate of the Holder or pursuant to the Holder's will or the applicable laws of descent and distribution.

3. Exercise of Warrant. The Warrant may be exercised in whole or in part at any time on or before the Expiration Date upon surrender of the Warrant in conjunction with Form of Election to Purchase and the payment at the Exercise Price stipulated above. If the Warrant is exercised in part, then the Holder shall be entitled to receive a new Warrant covering the remaining number of Warrant Shares not exercised.

4. Expiration of Warrants. No Warrant may be exercised or converted after 5:00 p.m. Eastern Standard Time on the Expiration Date and any Warrant not exercised or converted by such time shall become void, unless the Expiration Date of this Warrant is extended by the Company.

5. Reorganization, Consolidation, Merger, or Sale of Assets. If at any time while the Warrant, or any portion thereof, remains outstanding and unexpired, should there occur a reorganization, merger, or consolidation; or should there occur a sale or transfer of the Company’s assets or properties substantially in entirety as part of a reorganization, merger or consolidation, then lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of the Warrant, or any unexpired exercisable portion thereof, the number of shares of stock or other securities or property of the successor corporation resulting from such reorganization, consolidation, merger, sale or transfer that the Holder would have been entitled to if the Warrant, or portions thereof, had been exercised immediately prior to the event. The foregoing shall apply

PS1764-b.cer

similarly to any successive reorganizations, consolidations, mergers, sales or transfers that may occur while the Warrant, or any portion thereof, remains exercisable.

6. Reservation of Stock Underlying the Warrant. At all times until the expiration of the Warrant, the Company will authorize, reserve, and keep available, solely for issuance and delivery upon the exercise of the Warrant, the shares of Common Stock of the Company that shall be receivable upon exercise of the Warrant.

7. Underlying Stock to be Fully Paid and Non-Assessable. The Company covenants that the shares of Common Stock issuable upon exercise of the Warrant shall be duly and validly issued, fully paid, non-assessable, and free of any liens, charges, and all taxes with respect to the issue thereof.

8. No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or

other method or venue, avoid or seek to avoid the observance or performance of any of the terms of the Warrant, but shall at all times, in good faith, take all such actions as may be necessary or appropriate in order to protect the rights of the Holder thereunder against impairment.

9. Assignment. This Warrant may not be assigned by either party hereto without the prior written consent of the other (except that the Company may without the prior written consent of the Holder assign this Warrant in the event of a merger, acquisition, reorganization or the sale of all or substantially all of its assets to another corporation to the surviving entity of such merger, acquisition, reorganization or sale).

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its CEO and by its Secretary.

Dated: September __, 2008

Flint Telecom, Inc.

Attest:

____________________________________	By: ________________________________
_________________________, Secretary	Vincent Browne, CEO

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FORM OF ELECTION TO PURCHASE

(To be executed by the Holder if he desires to exercise

Warrants evidenced by the within Warrant Certificate)

To Flint Telecom, Inc.:

The undersigned hereby irrevocably elects to exercise ____________ Warrants, evidenced by the within Warrant Certificate for, and to purchase thereunder, ________________ full shares of Common Stock issuable upon exercise of said Warrants and delivery of $____________ and any applicable taxes.

The undersigned requests that certificates for such shares be issued in the name of:

PLEASE INSERT SOCIAL SECURITY OR

TAX IDENTIFICATION NUMBER

_______________________________ ______________________________________

(Please print name and address)

_______________________________ ______________________________________

If said number of Warrants shall not be all the Warrants evidenced by the within Warrant Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so exercised be issued in the name of and delivered to:

_______________________________________________________

(Please print name and address)

Dated: ____________________ Signature: _____________________________________

NOTICE:

The above signature must correspond with the name as written upon the face of the within Warrant Certificate in every particular, without alteration or enlargement or any change whatsoever, or if signed by any other person the Form of Assignment hereon must be duly executed and if the certificate representing the shares or any Warrant Certificate representing Warrants not exercised is to be registered in a name other than that in which the within Warrant Certificate is registered, the signature of the holder hereof must be guaranteed.

Signature Guaranteed: __________________________________________

SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.

PS1764-b.cer

EX-4.2 5 exhibit4-2.htm exhibit4-2.htm

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

FLINT TELECOM, INC.

Convertible Promissory Note

due December 31, 2008

Reference:

Date:_____________ $_________________

For value received, Flint Telecom, Inc., a Delaware corporation whose principal office is located at 303 Park Avenue South, Suite 1420, New York, NY 10010 (the “Maker”), hereby promises to pay to the order of xxx, (together with its successors, representatives, and permitted assigns, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of xxx Dollars together with interest thereon.

All payments under or pursuant to this Note shall be made in United States Dollars in immediately available funds to the Holder at the address of the Holder first set forth above or at such other place as the Holder may designate from time to time in writing to the Maker or by wire transfer of funds to the Holder’s account, instructions for which are attached hereto as Exhibit A. The outstanding principal balance of this Note and all accrued interest hereon shall be due and payable on December 31, 2008 (the “Maturity Date”) or at such earlier time as provided herein.

ARTICLE I

GENERAL

Section 1.1 Interest. Beginning on the issuance date of this Note (the “Issuance Date”), the outstanding principal balance of this Note shall bear interest, in arrears, at a rate per annum equal to twelve percent (12%), payable in cash on the Maturity Date or at such earlier time as provided herein. Interest shall be computed on the basis of a 360-day year of twelve (12) 30-day months and shall accrue commencing on the Issuance Date. Furthermore, upon the occurrence of an Event of Default (as defined in Section 2.1 hereof), then to the extent permitted by law, the Maker will pay interest in cash to the Holder, payable on demand, on the outstanding principal balance of this Note from the date of the Event of Default until such Event of Default is cured at the rate of the lesser of thirty percent (30%) per annum and the maximum applicable legal rate per annum.

Section 1.2 No Security. This Note and the amounts due hereunder are unsecured.

Section 1.3 Payment on Non-Business Days. Whenever any payment to be made hereunder shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due on the next succeeding business day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.4 Transfer. Subject to the provisions of Section 4.8 of this Note, this Note may be transferred or sold or pledged, hypothecated or otherwise granted as security by the Holder.

Section 1.5 Replacement. Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof) and a standard indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

ARTICLE II

EVENTS OF DEFAULT; REMEDIES

Section 2.1 Events of Default. The occurrence of any of the following events shall be an “Event of Default” under this Note:

(a) the Maker shall fail to make any principal or interest payments on the date such payments are due and such default is not fully cured within seven (7) business days after the occurrence thereof; or

(b) the Maker’s notice to the Holder, including by way of public announcement, at any time, of Maker’s inability to comply (including for any of the reasons described in Section 3.6(a) hereof) or its intention not to comply with proper requests for conversion of this Note into shares of Common Stock; or

(c) the Maker shall fail to timely deliver the shares of Common Stock upon conversion of the Note, which failure of this Section 2.1(c) is not remedied within ten (10) business days after the occurrence thereof; or

(d) the Maker shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally, (v) acquiesce in writing to any petition filed against it in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic), (vi) issue a notice of bankruptcy or winding down of its operations or issue a press release regarding same, or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing; or

(e) a proceeding or case shall be commenced in respect of the Maker, without its application or consent, in any court of competent jurisdiction, seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it for all or any substantial part of its assets in connection with the liquidation or dissolution of the Maker or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for a period of thirty (30) days or any order for relief shall be entered in an involuntary case under United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Maker or action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Maker and shall continue undismissed, or unstayed and in effect for a period of thirty (30) days; or

(f) the Maker ceases to operate its business as a going concern.

Section 2.2 Remedies Upon An Event of Default. If an Event of Default shall have occurred and shall be continuing, the Holder of this Note may at any time at its option, (a) declare the entire unpaid principal balance of this Note, together with all interest accrued hereon, due and payable, and thereupon, the same shall be accelerated and so be due and payable, without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker, (b) exercise or otherwise enforce any one or more of the Holder’s rights, powers, privileges, remedies and interests under this Note. No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice the right of the Holder. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

ARTICLE III

CONVERSION; PREPAYMENT

Section 3.1 Conversion Option. At any time on or after (a) the Issuance Date and (b) the date on which the Common Stock has been listed on the OTC Bulletin Board or has been otherwise publicly traded for at least twenty (20) Trading Days, this Note shall be convertible (in whole but not in part), at the option of the Holder into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (x) that portion of the outstanding principal balance and accrued interest under this Note by (y) the Conversion Price (as defined in Section 3.2(a) hereof) then in effect on the date on which the Holder faxes a notice of conversion in the form attached hereto (the “Conversion Notice”), duly executed, to the Maker (the “Conversion Date”), provided, however, that the Conversion Price shall be subject to adjustment as described in Section 3.4 of this Note. The Holder shall deliver this Note to the Maker at the address of the maker first set forth above at such time that this Note is fully converted. This Note shall not be convertible after it has been paid in full.

Section 3.2 Conversion Price.

(a) The term “Conversion Price” shall be $0.275 per share.

Section 3.3 Mechanics of Conversion.

(a) Not later than three (3) Trading Days after any Conversion Date (the “Delivery Date”), the Maker shall deliver to the Holder by express courier a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or part of this Note.

Section 3.4 Other Provisions Related to Conversion.

(a) Issue Taxes. The Maker shall pay any and all issue and other taxes, excluding federal, state or local income taxes, that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of this Note pursuant thereto; provided, however, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(b) Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Maker shall pay cash equal to the product of such fraction multiplied by the Conversion Price.

(c) Reservation of Common Stock. In the event that at anytime when this Note shall be outstanding, the Maker shall not have sufficient authorized but unissued Common Stock for the purpose of effecting the conversion of all amounts outstanding under this Note at such time (without regard to any limitations on conversion) (an “Authorized Share Failure”), it shall immediately reserve and keep available such number of its duly authorized shares of Common Stock as is in fact available as of that date and shall immediately take all action necessary to increase the number of its authorized shares of Common Stock until such time as the Maker’s certificate of incorporation shall have been amended to increase the number of authorized shares of Common Stock to such number as would, at a minimum, permit the reservation by the Maker of sufficient shares to allow conversion of all amounts outstanding under this Note as provided.

Section 3.5 Prepayment. The Maker shall not be permitted to prepay some or all of the principal and accrued interest outstanding under this Note at any time prior to the Maturity Date.

Section 3.6 No Rights as Shareholder. Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Maker or of any other matter, or any other rights as a shareholder of the Maker.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, telecopy or facsimile at the address or number first set forth above (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

Section 4.2 Governing Law. This Note shall be governed by and construed in accordance with the internal laws of the State of Georgia, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

Section 4.3 Headings. Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 4.4 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of this Note. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof). The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 4.5 Enforcement Expenses. The Maker agrees to pay all costs and expenses of enforcement of this Note, including, without limitation, reasonable attorneys’ fees and expenses.

Section 4.6 Binding Effect. The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and permitted assigns of each such party.

Section 4.7 Amendments. This Note may not be modified or amended in any manner except in a writing executed by the Maker and the Holder.

Section 4.8 Compliance with Securities Laws. The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note. This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:

Section 4.9 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

Section 4.10 Parties in Interest. This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective successors and permitted assigns.

Section 4.11 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

Section 4.12 Maker Waivers. Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands’ and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of the time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.

(a) No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

(b) THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

Section 4.13 Definitions. For the purposes hereof, the following terms shall have the following meanings:

“business day” means any day other than a Saturday, Sunday or other day on which banks in New York City, New York are authorized or required by law to close.

“Common Stock” means the common stock of Maker, par value $0.01 per share.

“Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.

“Securities Act” means the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

“Trading Day” means (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or (b) if the Common Stock is not traded on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the Common Stock is not listed or quoted as set forth in (a) or (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close. IN WITNESS WHEREOF, this Note is executed and delivered by a duly authorized and empowered officer of the Maker as of the date first written above.

FLINT TELECOM, INC.

By:

Name: Vincent Browne

Title: Chief Executive Officer

EXHIBIT A

WIRE INSTRUCTIONS

Payee:

Bank:

Address:

Bank No.:

Account No.:

Account Name:

FORM OF

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $ ________________ of the principal amount plus any accrued interest of the above Note No. ___ into shares of Common Stock of Flint Telecom, Inc. (the “Maker”) according to the conditions hereof, as of the date written below.

Date of Conversion

Applicable Conversion Price

Number of shares of Common Stock beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion:

Signature

[Name]

Address:

EX-10.1 6 exhibit10-1.htm exhibit10-1.htm

Amended and Restated

Employment Agreement

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is entered into effective as of October 1st, 2008 (the "Effective Date"), by and between Semotus Solutions, Inc., a Nevada corporation, whose corporate headquarters is located at 718 University Ave., Suite 202, Los Gatos, CA 95032 (to be named Flint Telecom Group, Inc.) (the "Company"), and Anthony N. LaPine ("Executive"), whose address is 17420 High Street, Los Gatos, CA 95030.

This Agreement is entered into pursuant to Sections 7.18 and 8.2(f) of that certain Contribution Agreement by and among the Company, Flint Telecom, Inc. and Flint Telecom Limited. Capitalized terms used herein but not defined shall have the meanings set forth in the Contribution Agreement (as supplemented by that certain Side Agreement entered into among the parties at the Closing of such Contribution Agreement).

In consideration of the mutual promises and conditions contained in this Agreement, the Company and Executive agree as follows:

1. Employment. The Company shall employ Executive and Executive accepts such employment upon the terms and conditions as set forth in this Agreement from the Effective Date.

2. Title and Duties. Executive shall serve as Chairman of the Board of Directors of the Company. Executive shall have the authority and duty to

Lead the Board and take overall responsibility for maintaining the Company’s corporate governance and standards, and compliance with SEC rules in conjunction with executive management;

Advise and assist the CEO with operational aspects of the Company,

Support the CEO and other executive management in generating significant financial returns for the shareholders;

Take direct management responsibility for the business and financial performance of the Semotus unit; and

Perform such other duties and responsibilities as the Board of Directors of the Company shall determine, assign, or delegate from time to time during the period of this Agreement.

Executive agrees to devote substantially all his employable time to the “Semotus Business” operations of the Company and shall abide by the rules, regulations, instructions, personnel practices, and policies of the Company and any changes to them that may be adopted by the Company, except to the extent inconsistent with the terms of this Agreement. Executive shall report to the Board of Directors of the Company. Executive shall be based in the Los Gatos, California area and shall not be required to travel more often than he has historically traveled on Company business.

a. Chairman of the Board of Directors. Each year during the term of the Agreement, the Board shall designate Executive as Chairman of the Board, shall recommend Executive as a director, and the Board shall otherwise use its best efforts to have Executive elected as a director and to have him remain as Chairman of the Board during the term of this Agreement.

b. Other Positions. Nothing in this Agreement shall prevent Executive, upon prior approval of the Company's Board of Directors, from serving as a director or trustee of other corporations or businesses that are not in competition with the Company, as long as such activities or positions do not interfere with Executive's duties and responsibilities to the Company. Nothing in this Agreement shall prevent Executive from investing in or becoming a partner or shareholder in any corporation, partnership, or other venture not in competition with the Company, as long as such activities do not interfere with Executive's duties and responsibilities to the Company.

3. Compensation and Expenses.

a. Salary. The Company will pay to Executive a base salary of Two Hundred Forty Thousand Dollars ($240,000.00) per year, beginning as of the Effective Date of this Agreement and running for twelve consecutive months thereafter, for a term of three years. Such salary shall be earned monthly and shall be payable semi-monthly in no fewer than 24 equal monthly installments in accordance with the Company's customary practices for peer executives. The Company shall withhold and deduct from the salary payments all taxes required by federal and state laws and any other authorized deductions. The Company will review Executive's salary at least annually. The Company may in its sole discretion increase Executive's base salary beyond what is expressly provided for in this paragraph 3.a., but it may not reduce Executive's base salary without Executive's consent.

b. Bonus. The Company shall issue to Mr. LaPine 3,508,000 shares of restricted common stock (the “Shares”) on the Effective Date. The Shares shall be restricted during the term of this Agreement unless mutually agreed upon, and will be forfeited in their entirety if Mr. LaPine resigns without “Good Reason” as outlined in section 4.d. below or is terminated for Cause at any time during the term of this Agreement. . Mr. LaPine will participate fairly and prorata with the management team on the issuance of future stock and stock options compensation.

In addition to the foregoing and the annual base salary set forth in paragraph 3.a. above, the Company's Compensation Committee may, in its sole discretion, consider bonus compensation for Executive.

c. Incentive, Savings, and Retirement Plans. Executive shall be entitled to participate in all incentive, savings, and retirement plans, policies, and programs made available by the Company to other peer executives of the Company.

d. Welfare Benefit Plans. Executive may participate in and shall receive benefits under welfare benefit plans, policies, and programs, including medical, dental, disability, and life insurance plans and programs made available by the Company to other peer executives of the Company.

e. Vacation. Executive shall be entitled to 25 days of vacation per year with full pay. Executive's vacation shall be taken in accordance with and shall be subject to the terms of the plans and policies in effect generally as to other peer executives of the Company.

f. Fringe Benefits. Executive shall be entitled to fringe benefits in accordance with the plans, practices, programs, and policies in effect generally as to other peer executives of the Company during Executive's employment with the Company, plus a car allowance of $1,000 per month.

g. Expenses. The Company shall reimburse Executive for all reasonable business-related expenses incurred by Executive in connection with his employment with the Company, including entertainment, travel, meals, and lodging in accordance with the policies, practices, and procedures in effect generally with respect to other peer executives of the Company.

4. Termination of Employment.

a. By Death. Executive's employment with the Company shall terminate automatically upon Executive's death and the certificates evidencing Mr. LaPine’s Shares will have the restriction removed (except for the standard restriction legend evidencing that the Shares have not been registered under the Securities Act of 1933, as amended (the “Standard Restrictive Legend”)).

b. By Disability. The Company may terminate Executive's employment with the Company during any period in which Executive is considered by the Company to be disabled. Executive shall be considered "disabled" if, in the sole opinion of the Company, as determined in good faith, Executive is prevented, after reasonable accommodation by the Company, from properly performing his duties due to a mental or physical illness for a period of 180 days in the aggregate in any 12-month period. The certificates evidencing Mr. LaPine’s Shares will have the restrictions removed if so terminated (except for the Standard Restrictive Legend).

c. For Cause. Notwithstanding any other provision contained in this Agreement, the Company may terminate this Agreement immediately, at any time, for Cause. For purposes of this Agreement, "Cause" shall mean any of the following: (i) the conviction of a felony, or a crime involving dishonesty or moral turpitude; (ii) fraud, misappropriation or embezzlement; or (iii) willful failure or gross negligence in the performance of assigned duties, which failure or negligence continues for more than thirty (30) days following written notice of such failure or negligence.

d. For Good Reason. Notwithstanding any other provisions of this Agreement, Executive may terminate Executive's employment immediately, at any time, for Good Reason. For purposes of this Agreement, "Good Reason" shall include:

(1) Assignment by the Company to Executive of any duties inconsistent in any substantial respect with the position, authority, or responsibilities associated with Executive's position as set forth in this Agreement, but excluding any isolated, insubstantial, or inadvertent action not taken in bad faith which was promptly remedied by the Company after receipt of notice by Executive;

(2) The Company's relocation of Executive to an office or location that is further than 50 miles from the office at which Executive is currently providing services for the Company;

(3) Reduction by the Company of Executive's base salary from that provided in paragraph 3.a. of this Agreement;

(4) In the event that there is a successor to the Company, the failure of the Company to obtain an agreement from any such successor that is satisfactory to Executive to perform the obligations of the Company under this Agreement (and, for purposes of this Agreement, any merger between Flint Telecom, Inc. and Semotus Solutions, Inc. shall not be considered a “successor to the Company”); and

(5) Failure of the Company to fulfill any of its other material obligations to Executive under this Agreement.

e. For Other Than Cause , Good Reason, Death or Disability. The Company or Executive may not terminate Executive's employment at any time for other than Cause, Good Reason, Death or Disability.

f. Obligations of Executive on Termination.

(1) Executive acknowledges and agrees that all property, including keys, credit cards, books, manuals, records, reports, notes, contracts, customer lists, Confidential Information as defined in this Agreement, copies of any of the foregoing, and any equipment furnished to Executive by the Company, belong to the Company and shall be promptly returned to the Company upon termination of employment.

(2) Upon termination of employment (which shall include expiration of the initial term of this Agreement unless extended by mutual agreement of Executive and the Company), Executive shall be deemed to have resigned from all offices and directorships then held with the Company.

g. Obligations of the Company on Termination.

(1) For Any Reason. Upon termination of this Agreement for any reason, the Company's obligations to Executive under this Agreement shall include (a) the prorated payment of Executive's salary through the date of termination to the extent not paid by then; (b) the payment of earned and accrued bonus or incentive payments due Executive, if any, at the time of termination under any bonus or incentive plans in which Executive participated prior to termination; (c) the payment of any unused accrued vacation through the date of termination; and (d) the payment of any reimbursable business expenses that were documented by Executive prior to termination in accordance with the Company's policies as set forth in paragraph 3.g. of this Agreement and that were not reimbursed by the Company at the time of the termination of this Agreement.

(2) Death or Disability. If Executive's employment is terminated by reason of Executive's death or disability, this Agreement shall terminate and the Company will have no further obligation to Executive, except as otherwise provided by law or by paragraph 4(g)(1) this Agreement.

(3) Without Cause or For Good Reason, or if the Company is Acquired or Dissolves. If Executive's employment is terminated by the Company Without Cause [see comment above] or by Executive for Good Reason as provided in this Agreement, or if the Company is acquired or dissolves, this Agreement shall terminate and all shares of stock and stock options of the Company then owned by Executive which are unvested shall become immediately fully vested with all restriction removed (except for the Standard Restrictive Legend), and the Company shall pay to the Executive severance pay equal to the remaining years and/or months of Executive's then current base salary that are due under this Agreement

(4) For Cause. If Executive's employment is terminated for Cause, this Agreement shall terminate and the Company will have no further obligation to Executive, except as otherwise provided by law or by paragraphs 4(g)(1) and 3(b) of this Agreement.

5. Covenants of Executive.

a. Noncompetition and Noninterference With Business. For so long as he is employed by the Company, Executive will not directly or indirectly provide services for, own, manage, or operate any business that is at that time in competition with the Company.

b. Nonsolicitation of Business or Customers. For so long as he is employed by the Company, Executive will not influence or attempt to influence customers of the Company to divert their business to any individual or entity then in competition with the Company.

c. Nonsolicitation of Employees. For so long as he is employed by the Company, Executive will not disrupt, damage, impair, or interfere with the business of the Company by directly or indirectly soliciting Company employees to work for any individual or entity then in competition with the Company.

d. Confidential Information.

(1) "Confidential Information" as used in this Agreement shall mean information disclosed to Executive, known to Executive, or developed by Executive, alone or with others, in connection with his employment with the Company that is not generally known in the industry in which the Company is or may become engaged, about the Company's products, processes, and services, including information relating to written lists of names, customers, sources of supply, personnel, sources or methods of financing, marketing, pricing, merchandising, interest rates, or sales.

(2) Executive acknowledges that all Confidential Information is received or developed by him in confidence. For so long as he is employed by the Company, Executive will not, directly or indirectly, except as required by the normal business of the Company or as expressly consented to in writing and in advance by the Company's Board of Directors: (a) disclose, publish, or make available, other than to an authorized employee, officer, or director of the Company, any Confidential Information; (b) sell, transfer, or otherwise use or exploit any Confidential Information; or (c) permit the sale, transfer, use, or exploitation of any Confidential Information by any third party.

(3) Nothing in this paragraph 5 shall be construed so as to prevent Executive from using in connection with his employment for any individual or entity other than the Company any knowledge that was acquired by Executive during the course of his employment with the Company that is generally known to persons of Executive's experience in other companies in the same industry as the Company.

6. Assignment. This Agreement is personal to Executive and shall not be assigned by Executive. Any such assignment shall be null and void.

7. Successors. This Agreement shall inure to the benefit and be binding upon the Company and its subsidiaries, successors, and assigns and any person acquiring, whether by merger, consolidation, purchase of assets, or otherwise, all or substantially all of the Company's assets. The rights of Executive to receive payment of compensation provided for in this Agreement shall inure to the benefit of, and may be enforced by, Executive's estate in the event of his death.

8. Waiver. No delay or omission by the Company or Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. No waiver of any provision of this Agreement, or consent to any departure by either party from any provision of this Agreement, shall be effective in any event unless it is in writing, designated a waiver, and signed by the party waiving the breach. Such a waiver shall be effective only in the specific instance and for the purpose for which it is given.

9. Severability. The provisions of this Agreement are divisible; if any provision shall be deemed invalid or unenforceable, that provision shall be deemed limited to the extent necessary to render it valid and enforceable and the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated in any way.

10. Amendment. This Agreement may not be altered or amended except in a writing signed by both Executive and the Company, following approval of the Company's Board of Directors.

11. Construction and Governing Law. The captions used in connection with this Agreement are for reference purposes only and shall not be construed as part of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

12. Entire Agreement. This Agreement supersedes all prior agreements, understandings, and communications between Executive and the Company, whether written or oral, express or implied, relating to the subject matter of the Agreements and is intended as a complete and final expression of the terms of the agreement between Executive and the Company and shall not be changed or subject to change orally. The parties further agree that neither they nor anyone acting on their behalf made any inducements, agreements, promises, or representations other than those set forth in this Agreement.

13. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (a) upon personal delivery or (b) upon facsimile delivery, with written confirmation, or (c) within five (5) days of deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to Executive at his address shown on the Company's records and to the Company at the address of its principal corporate offices (attention: Corporate Secretary) or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto.

The parties to this Agreement have executed this Agreement to be effective as of the Effective Date.

SEMOTUS SOLUTIONS, INC.,

a Nevada corporation,

By: /s/ Tali Durant

Tali Durant

Its: General Counsel

Dated: October 1, 2008

And:

/s/ Anthony N. LaPine

Anthony N. LaPine

Dated: October 1, 2008

EX-10.2 7 exhibit10-2.htm exhibit10-2.htm

Employment Agreement

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into effective as of October 6, 2008 (the "Effective Date"), by and between Flint Telecom Group, Inc., a Nevada corporation, whose corporate headquarters is located at 718 University Ave., Suite 202, Los Gatos, CA 95032 (the "Company"), and Vincent Browne ("Executive"), whose address is ____________________________________.

In consideration of the mutual promises and conditions contained in this Agreement, the Company and Executive agree as follows:

1. Employment. The Company shall employ Executive and Executive accepts such employment upon the terms and conditions as set forth in this Agreement from the Effective Date.

2. Title and Duties. Executive shall serve as Chief Executive Officer. Executive shall have the authority and duty to manage and conduct the business of the Company and such other duties and responsibilities as the Board of Directors of the Company shall determine, assign, or delegate from time to time during the period of this Agreement. Executive agrees to devote substantially all his employable time to the operations of the Company and shall abide by the rules, regulations, instructions, personnel practices, and policies of the Company and any changes to them that may be adopted by the Company, except to the extent inconsistent with the terms of this Agreement. Executive shall report to the Board of Directors of the Company. Executive shall be based in the Dublin, Ireland area and shall not be required to travel more often than he has historically traveled on Company business.

a. Member of Board of Directors. Each year during the term of the Agreement, the Board shall designate Executive as a member of the Board of Directors, shall recommend Executive as a director, and the Board shall otherwise use its best efforts to have Executive elected as a director and to have him remain as a director during the term of this Agreement.

3. Compensation and Expenses.

a. Salary. The Company will pay to Executive a base salary of One Hundred Eighty Thousand U.S. Dollars ($180,000.00) per year, beginning as of the Effective Date of this Agreement and running for twelve consecutive months thereafter, for a term of four years. Such salary shall be earned monthly and shall be payable semi-monthly in no fewer than 24 equal monthly installments in accordance with the Company's customary practices for peer executives.

The Company shall withhold and deduct from the salary payments all taxes required by federal and state laws and any other authorized deductions. The Company will review Executive's salary at least annually. The Company may in its sole discretion increase Executive's base salary beyond what is expressly provided for in this paragraph 3.a., but it may not reduce Executive's base salary without Executive's consent. Notwithstanding the foregoing, when the Company reaches its first fiscal quarter of sustainable profitability, Executive’s base salary shall immediately increase to two hundred and forty thousand U.S. dollars (US$240,000.00) per year.

b. Bonus. The Company shall issue to Mr. Browne 2,500,000 shares of restricted common stock (the “Shares”) on the Effective Date. The Shares shall vest during the term of this Agreement such that 25% of the shares shall vest at the end of one year, and the remaining portion shall vest quarterly thereafter, so that 100% shall be vested as of the last day of the four year term of this Agreement. Mr. Browne will participate fairly and prorata with the management team on the issuance of future stock and stock options compensation. In addition to the foregoing and the annual base salary set forth in paragraph 3.a. above, the Company's Compensation Committee may, in its sole discretion, consider bonus compensation for Executive.

4. Termination of Employment.

a. By Death. Executive's employment with the Company shall terminate automatically upon Executive's death and the certificates evidencing Mr. Browne’s Shares will have the restriction removed (except for the standard restriction legend evidencing that the Shares have not been registered under the Securities Act of 1933, as amended (the “Standard Restrictive Legend”)).

b. By Disability. The Company may terminate Executive's employment with the Company during any period in which Executive is considered by the Company to be disabled. Executive shall be considered "disabled" if, in the sole opinion of the Company, as determined in good faith, Executive is prevented, after reasonable accommodation by the Company, from properly performing his duties due to a mental or physical illness for a period of 180 days in the aggregate in any 12-month period. The certificates evidencing Mr. Browne’s Shares will have the restrictions removed if so terminated (except for the Standard Restrictive Legend).

(2) The Company's relocation of Executive to an office or location that is further than 50 miles from the office at which Executive is currently providing services for the Company;

(3) Reduction by the Company of Executive's base salary from that provided in paragraph 3.a. of this Agreement;

(5) Failure of the Company to fulfill any of its other material obligations to Executive under this Agreement.

e. For Other Than Cause , Good Reason, Death or Disability. The Company or Executive may not terminate Executive's employment at any time for other than Cause, Good Reason, Death or Disability.

f. Obligations of Executive on Termination.

g. Obligations of the Company on Termination.

5. Covenants of Executive.

d. Confidential Information.

6. Assignment. This Agreement is personal to Executive and shall not be assigned by Executive. Any such assignment shall be null and void.

10. Amendment. This Agreement may not be altered or amended except in a writing signed by both Executive and the Company, following approval of the Company's Board of Directors.

(attention: Corporate Secretary) or at such other address as such party may designate by ten (10) days' advance written notice to the other party hereto.

The parties to this Agreement have executed this Agreement to be effective as of

the Effective Date.

FLINT TELECOM GROUP, INC.,

a Nevada corporation,

By: /s/ Tali Durant

Tali Durant

Its: General Counsel

Dated:

And:

/s Vincent Browne

Vincent Browne

Dated:

EX-10.3 8 exhibit10-3.htm exhibit10-3.htm

Flint Telecom Group, Inc.

Human Resources

303 Park Ave. S., Suite 1420

New York, NY 10010

October 6, 2008

Mr. Michael Butler

_________________

Dublin 2, Ireland

Dear Michael,

We are happy to make you this offer of employment at Flint Telecom Group, Inc. under the following terms and conditions, with a start date of October 6, 2008. This letter supersedes any prior discussions between us concerning the following terms and conditions.

Your job title will be Executive Vice President of Investor Relations. You will report to Vincent Browne, CEO. Your salary as an exempt employee will be one hundred eighty thousand dollars ($180,000) per year, $15,000.00 to be paid monthly in arrears, or on a more frequent basis at the discretion of Flint, and subject to normal withholdings.

You are also entitled and shall receive an equity position in Flint in the form of 1,500,000 shares of restricted common stock. These shares shall vest over a four-year period, such that 25% of the shares shall vest at your one year anniversary with the Company, and the remaining portion shall vest quarterly thereafter, so that 100% shall be vested as of your fourth annual anniversary with the Company. You agree and acknowledge that none of these common shares acquired are, and may never be, registered under the Securities Act of 1933 or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as that term is defined in Regulation S under the Securities Act of 1933), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state and federal securities laws.

You will accrue three weeks of paid vacation per year, 5 paid sick days per year, and paid holidays as per the Company plan. You will be entitled to receive additional Flint benefits made available to other employees to the full extent of your eligibility, such as healthcare, dental and vision insurance, and in a 401k retirement program, if and when these additional benefits become available. Subject to the receipt of appropriate back-up documentation, Flint will reimburse you for customary, reasonable and pre-approved business expenses. All expenses are processed in accordance with the Company’s expense policies.

In accepting employment with Flint, you will be required to sign an Employee Confidentiality Agreement affirming your commitment to maintain the strictest confidence with respect to Flint’s confidential information, and to refrain from the improper use or disclosure of any proprietary information, or trade secrets of your former employer(s). It is also understood and agreed that in consideration of your employment you will devote your best efforts and full time attention to the business of the Company.

Your offer is further contingent upon completion of Flint’s employment process, which set forth-specific terms and conditions of your employment, and presumes positive completion of your reference and background checks.

Flint is an "at-will" employer, conforming to the laws of the State of New York, which means employment may be terminated by either party at any time, for any reason. The terms and conditions set forth in the Flint employee handbook, as well as this letter, represent the entire understanding and sole agreement between you and Flint. No prior promises, other representations or understanding relative to any terms or conditions of your employment are to be considered as part of this agreement unless expressed in writing in this letter and attachments. No one, except the CEO of Flint has authority to modify the matters set forth here.

Flint Telecom Group, Inc.

Human Resources

303 Park Ave. S., Suite 1420

New York, NY 10010

Arbitration: The following claims are covered by this arbitration provision (“Arbitrable Claims”): any and all claims for wages or other compensation; any and all contract or tort claims; any and all claims arising from or related to your employment or the termination of your employment with Company; and any and all claims for discrimination or harassment under any local, state or federal common or statutory law, based on race, color, sex, religion, national origin, ancestry, age, marital status, medical condition, physical or mental disability, sexual orientation or any other protected characteristic. You and Company agree to settle by final and binding arbitration all such Arbitrable Claims that Company may have against you or that you may have against Company or against any of its related entities, or against any then current or former officer, director, employee or agent of Company, in their capacity as such or otherwise. If this arbitration provision is held to be void or unenforceable with respect to a particular claim or class of claims, that fact shall not affect the validity or enforceability of the arbitration provisions with respect to any other claim or class of claims. YOU AND COMPANY ACKNOWLEDGE AND AGREE THAT BY SIGNING THIS AGREEMENT, YOU AND COMPANY HAVE VOLUNTARILY ELECTED TO ARBITRATE ALL ARBITRABLE CLAIMS RATHER THAN LITIGATE THEM IN A JUDICIAL FORUM AND THAT YOU AND COMPANY ARE GIVING UP THE RIGHT TO A JURY TRIAL AND TO A TRIAL IN A COURT OF LAW.

All Arbitrable Claims shall be settled by final and binding arbitration in accordance with the employment dispute resolution rules of the American Arbitration Association (“AAA”) in effect at the time the demand for arbitration is made. Such arbitration shall be filed with the AAA and shall be heard in New York, NY. The arbitrator shall apply, as applicable, federal or New York substantive law and law of remedies. A judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Either you or Company may bring an action in any court of competent jurisdiction, if necessary, to compel arbitration under this arbitration provision, to obtain preliminary relief in support of claims to be prosecuted in arbitration or to enforce an arbitration award.

In accordance with the requirements of the Immigration Reform and Control Act of 1896, you will be required to provide verification of your identity and legal right to work in the United States. Flint will be asking for this documentation on your first day of work and it must be provided no later than three (3) business days of your date of hire.

Thank you for your confidence in Flint. We hope that you will find working here a rewarding experience. We look forward to having you join the Flint team.

Sincerely,

FLINT TELECOM GROUP, INC.

/s/ Vincent Browne

Vincent Browne

Chief Executive Officer

Accepted:

/s/ Michael Butler

Michael Butler

Start Date: October 6, 2008

EX-10.4 9 exhibit10-4.htm exhibit10-4.htm

Flint Telecom Group, Inc.

Human Resources

303 Park Ave. S., Suite 1420

New York, NY 10010

October 6, 2008

Christopher Knight

1 West St.

New York, NY 10004

Dear Christopher,

Your job title will be Chief Information Officer (CIO). You will report to Vincent Browne, CEO. Your salary as an exempt employee will be two hundred forty thousand dollars ($240,000) per year, $20,000 to be paid monthly in arrears, or on a more frequent basis at the discretion of Flint, and subject to normal withholdings. Subject to the receipt of appropriate back-up documentation, the Company shall pay, up to a maximum of $7,500 per month, towards your rent for an apartment located in New York City. This monthly rental allowance is conditional upon up to two Company employees at any one time being allowed to stay in the apartment at any time during Company business trips. You are also eligible to receive an annual bonus of up to $240,000, based on Company performance and to be further defined by Mr. Browne and approved by the Company’s Board of Directors.

We will also issue to you 2,660,000 shares of unvested restricted common stock. These shares shall vest over a four-year period, such that 25% of the shares shall vest at your one year anniversary with the Company, and the remaining portion shall vest quarterly thereafter, so that 100% shall be vested as of your fourth annual anniversary with the Company. You agree and acknowledge that none of these common shares acquired are, and may never be, registered under the Securities Act of 1933 or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as that term is defined in Regulation S under the Securities Act of 1933), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and in each case only in accordance with applicable state and federal securities laws.

You will receive two weeks of paid vacation per year, 5 paid sick days per year, and paid holidays as per the Company plan. You will be entitled to receive additional Flint benefits made available to other employees to the full extent of your eligibility, such as healthcare, dental and vision insurance, and in a 401k retirement program, if and when these additional benefits become available. Subject to the receipt of appropriate back-up documentation, Flint will reimburse you for customary, reasonable and pre-approved business expenses. All expenses are processed in accordance with the Company’s expense policies.

Flint Telecom Group, Inc.

Human Resources

303 Park Ave. S., Suite 1420

New York, NY 10010

Please sign and date this letter indicating your acceptance and start date, and return it to Flint. This offer of employment is valid for three working days from the date of this letter, unless other arrangements are made. Thank you for your confidence in Flint. We hope that you will find working here a rewarding experience. We look forward to having you join the Flint team.

Sincerely,

FLINT TELECOM GROUP, INC.

Vincent Browne

Chief Executive Officer

Cc: Mr. Nick Scott

Accepted:

Christopher Knight

Start Date: October 6, 2008

EX-99.1 10 exhibit99-1.htm exhibit99-1.htm

SEMOTUS COMPLETES FLINT TRANSACTION

AND CHANGES NAME TO FLINT TELECOM GROUP, INC.

COMPANY GROWS REVENUES AND EXPANDS BUSINESS WITH FLINT

LOS GATOS, Calif., October 7, 2008 – Semotus Solutions Inc. (OTCBB: SMOA), an innovative leader of software solutions for enterprise mobility, today announced that its acquisition of substantially all of the assets and liabilities of Flint Telecom, Inc. has been completed. Flint is a technology and services company that provides "turnkey" telecom services to the global telecom and media industry. Semotus issued 28,460,094 shares of restricted common stock to Flint Telecom, Inc. at the close of the transaction.

As part of the transaction, Semotus changed its name to Flint Telecom Group, Inc. Semotus will continue to operate as a division of the combined company and leverage the synergies with Flint to grow its HipLink product line. HipLink is an efficient, emergency alerting messaging software that provides convenience, speed, security and reliability with comprehensive reporting for public safety, business continuity, disaster recovery and universities. Its application integration gives connectivity for IT alerts from any system and connectivity to any application.

Flint’s technology and infrastructure will facilitate the launch of HipLink’s new hosted solution. The market for emergency notification has expanded dramatically and Flint’s ability to provide companies with a turnkey hosted solution will catapult HipLink’s growth in the exciting SaaS (Software as a Service) marketplace. Flint currently has over 20 partners including ISP’s, cable companies, rural telecommunication companies, and PBX vendors. Management expects that the combined company will have significant revenue growth and be profitable in the first quarter of 2009.

Anthony LaPine has assumed the responsibility of Chairman of the Board of Flint, Vincent Browne has become the CEO of the combined company, and Pamela LaPine will remain President of the Semotus division. The entire Flint management team and its employees have also joined the combined company.

Vincent Browne, Flint Founder and CEO, stated, “We are excited about the completion of this transaction as it combines two complementary businesses that together will not only produce immediate increases in both revenues and profits, but will also offer our shareholders tremendous potential to improve the long-term value of the Company. Our combined resources should allow us to continue to expand our revenue growth through our excellent Partner relationships and accelerate our strategic acquisition program.”

Mr. LaPine, Chairman, stated “This is a historical moment in the 15 year history of Semotus. Since 1993 Semotus has pioneered the communications landscape and with the Flint merger we can now leverage our huge investment in technology across a vast new and unlimited horizon. In addition the Semotus team brings 12 years experience in governing a public company on Nasdaq, AMEX, and the OTC market. I feel confident the Flint merger will give us the platform needed to return to either Nasdaq or AMEX in the near future. I am looking forward to working with Vincent Browne and his talented team.”

The Company’s stock will continue to trade on the OTC Bulletin Board under the stock symbol SMOA.OB until the Company is issued a new ticker symbol that more closely reflects the new corporate name.

The transaction resulted in the issuance of 28,460,094 shares of restricted common stock to Flint Telecom, Inc. As part of the closing of the transaction, Semotus also assumed all of Flint’s obligations under convertible promissory notes, convertible into shares of Semotus common stock, with a portion of those at a conversion price of $0.275 per share and a portion convertible at $0.40 per share. Assuming conversion by each of the holders of such notes, such conversion will result in the issuance of approximately 19,500,000 additional shares of Semotus’ restricted common shares. Semotus also assumed Flint warrants, exercisable at $0.50 per share for a three year term, and assuming exercise by each of the holders of such warrants; this will result in the issuance of approximately 6,850,000 additional shares of Semotus’ restricted common shares. Additionally, as a hiring and retention incentive, in lieu of issuing stock options under the Company’s existing stock option plan, 8,410,000 shares of restricted common stock, subject to vesting over a period of four years, were issued to the executive management team and other key employees. Finally, as part of the closing of the transaction, Mr. LaPine was issued 3,508,000 shares of restricted common stock. On a fully diluted basis, the Company now has approximately 70,000,000 shares outstanding. Therefore, as a result of the transaction, on a fully diluted basis, the existing Semotus shareholders now own approximately 3%, Mr. LaPine now owns approximately 5% and Flint and its investors now own approximately 92% of the outstanding shares of the Company.

An SEC Form 8-K will be filed within the next 24 hours which will include more detail on the transaction and related documentation.

About Flint Telecom

Flint Telecom, founded in 2005, is a fast growing technology and services company that provides ``turnkey'' telecom services to the global telecom and media industry. Flint generates its income by licensing its innovative technology to niche partner companies who themselves then provide next-generation telecom services to their customers in both residential and business markets. Flint partners with organizations such as ISPs, Rural Telecoms and Cable Companies, PBX system vendors and other niche telecom operators that benefit from offering additional telecom services to their existing customers. Flint enables its partners to quickly establish a reliable, feature rich and cost effective phone service for zero capital investment on behalf of the partner. For more information, please visit Flint's website at www.flinttelecom.com.

About Semotus Solutions,

Founded in 1993, Semotus Solutions (OTCBB: SMOA) is a provider of software for the mobile enterprise, connecting people to critical business systems, information and processes. Semotus has a Fortune 1000 customer base including Lockheed Martin, Blue Cross Blue Shield, Coca-Cola, Hewlett Packard, Nextel Communications, JP Morgan Chase and The United Nations. Semotus Solutions' software provides mobility, convenience, efficiency and profitability in the areas of workforce automation, finance, health care and m-commerce. For more information, please visit the following web sites: www.semotus.com; www.hiplinkwireless.com; www.clickmarks.com

This press release contains forward-looking statements, which are made pursuant to the Safe-Harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, ``intends'', ``believes'', and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties, including the timely development and market acceptance of products and technologies, the ability to secure additional sources of finance, the ability to reduce operating expenses, and other factors described in the Company's filings with the Securities and Exchange Commission. The actual results that the Company achieves may differ materially from any forward-looking statement due to such risks and uncertainties. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release.

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