10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

COMMISSION FILE NUMBER001-15569

FLINT TELECOM GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	36-3574355
(State or other jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

327 Plaza Real, Suite 319, Boca Raton, FL 33432

(Address of Principal Executive Offices including zip code)

(561)  394-2748

(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ]   No [  ]

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

Large accelerated filer [   ]	Accelerated filer                     [   ]
Non-accelerated filer   [   ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]   No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

 As of November 9, 2009, the Issuer had 77,885,875 Shares of Common Stock outstanding.

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FLINT TELECOM GROUP, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2009

TABLE OF CONTENTS
			Page
		PART I - FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS:
	a.	Condensed Consolidated Balance Sheets as of September 30, 2009 (unaudited) and June 30, 2009		3
	b.	Condensed Consolidated Statements of Operations for the three months ended September 30, 2009 and 2008 (unaudited)		5
	c.	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2009 and 2008 (unaudited)		6
	e.	Condensed Consolidated Statement of Stockholders’ Equity (Deficit) and Other Comprehensive Loss for the three months ended September 30, 2009 (unaudited)		9
	d.	Notes to the Condensed Consolidated Financial Statements		10
ITEM 2.		MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		28
ITEM 4T.		CONTROLS AND PROCEDURES		28
		PART II - OTHER INFORMATION
ITEM 1.		LEGAL PROCEEDINGS		29
ITEM 1A.		RISK FACTORS		29
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		29
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES		30
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		30
ITEM 5.		OTHER INFORMATION		30
ITEM 6.		EXHIBITS		30
		SIGNATURES		32
		CERTIFICATIONS		33

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PART I - FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

FLINT TELECOM GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2009			June 30, 2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	124,457		$	1,337,002
Accounts receivable, net of allowance for doubtful accounts of $257,893
for September 30, 2009 and $205,397 for June 30, 2009		2,451,160			2,585,875
Notes receivable		250,071			125,000
Inventories		486,947			886,512
Investment in marketable securities		1,950,000			2,700,000
Due from Flint Telecom, Ltd.		88,731			258,731
Due from related parties		--			124,174
Prepaid expenses and other current assets		--			8,724
Current assets		5,351,366			8,026,018
Fixed assets:
Equipment		1,860,362			1,851,830
Capitalized leases – equipment		819,025			819,025
Total fixed assets		2,679,387			2,670,855
Less: accumulated depreciation		(876,171	)		(687,776
Net fixed assets		1,803,216			1,983,079
Deposit		15,759			3,149
Goodwill		2,687,080			2,687,080
Other intangible assets, net		10,101,888			10,587,115
Total  assets	$	19,959,309		$	23,286,441
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	4,110,169		$	5,140,180
Cash overdraft		74,254			175,096
Other accrued liabilities		220,827			215,898
Accrued interest payable		595,719			545,938
Lease obligations – current		706,834			601,275
Lines of credit		3,203,657			3,143,962
Notes payable		1,231,420			1,525,886
Notes payable – related parties, net of discount		6,392,805			5,440,232
Convertible notes payable, net of discount		--			115,000
Convertible notes payable – related parties, net of discount		--			94,062
Redeemable preferred stock		886,981			1,250,000
Total  current liabilities		17,422,666			18,247,529

Convertible notes payable – long term, net of discount	216,134	--
Convertible notes payable – long term - due to related parties, net of discount	923,771	542,004
Notes payable due to related parties – long term	2,305,776	3,021,865
Lease obligations - long-term	12,148	117,707
Line of credit – long term	--	--
Total  liabilities	20,880,495	21,929,105
Commitments and contingencies

Stockholders' equity (deficit)
Preferred stock: $0.001 par value; 5,000,000 authorized, 886,981 issued and outstanding at September 30, 2009, 1,250,000 issued and outstanding at June 30, 2009		--			--
Common stock: $0.01 par value; 100,000,000 authorized,  76,285,811 issued and outstanding at September 30, 2009, 71,294,702 issued and outstanding at June 30, 2009		754,507			712,947
Common stock issuable		4,154			44,786
Additional paid-in capital		23,608,242			22,085,472
Accumulated comprehensive loss		(1,200,000	)		(450,000	)
Accumulated deficit		(24,088,089	)		(21,035,869	)
Total stockholders' equity (deficit)		(921,186	)		1,357,336
Total liabilities and stockholders’ equity (deficit)	$	19,959,309		$	23,286,441

See accompanying notes to condensed consolidated financial statements.

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FLINT TELECOM GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months September 30,			Ended September 30,
	2009			2008
Revenues	$	14,504,855		$	3,225,251
Cost of revenues		13,801,254			3,269,467
Gross profit (loss)		703,601			(44,216	)
Operating expenses:
General and administrative:
Consultants		19,651			477,654
Bad debt expense		235,950			--
Salaries and payroll related expense		519,499			213,037
Management fee to Flint Telecom, Ltd.		130,000			216,492
Stock compensation and option expense:
Directors and officers		336,875			--
Consultants		201,170			--
Employees		44,813			--
Depreciation and amortization expense		673,622			156,267
Other		417,487			--
Total operating expenses		2,556,911			1,063,450
Operating loss		(1,875,466	)		(1,107,666	)
Other income (expense)		--			218,374
Interest expense		(1,176,754	)		(256,655	)
Provision for income taxes		--			--
Net loss	$	(3,052,220	)	$	(1,145,947	)
Net loss per common share:
Basic	$	(0.04	)	$	(0.04	)
Diluted	$	(0.04	)	$	(0.04	)
Weighted average shares outstanding:
Basic		75,986,113			28,460,094
Diluted		75,986,113			28,460,094

See accompanying notes to condensed consolidated financial statements.

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FLINT TELCOM GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three months ended September 30,
	2009			2008
Cash Flows from Operating Activities:
Net loss	$	(3,052,220	)	$	(1,145,947	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		673,622			156,267
Other non-cash transactions:
Stock and option compensation expense		582,858			--
Accretion of debt discount		804,371			--
Amortization of debt issuance costs		--			64,184
Changes in assets and liabilities, net of acquisition and disposals:
Accounts receivable		134,715			(262,325	)
Prepaid expense		8,724			(147,530	)
Inventories		399,565			--
Deposit		(12,610	)		--
Accounts payable		(1,030,011	)		(179,989	)
Cash overdraft		(100,842	)		--
Accrued liabilities		4,929			89,335
Net due from Flint Telecom, Ltd.		170,000			--
Due from related parties		124,174			--
Accrued interest		239,781			104,046
Net cash used in operating activities		(1,052,944	)		(1,321,959	)
Cash Flows from Investing Activities:
Purchases of fixed assets		(8,532	)		(6,287	)
Investment in notes receivable		(125,071	)		--
Net cash used in investing activities		(133,603	)		(6,287	)
Cash Flows From Financing Activities:
Proceeds from lines of credit		16,176			--
Proceeds from related parties debt		115,000			32,220
Proceeds from debt		200,000			1,502,500
Debt issuance fees and expenses		--			(11,020	)
Payments on debt		--			(25,000	)
Paid to Flint Telecom Ltd.		--			--
Redemption of preferred stock		(363,019	)		--
Payments on lease obligations		--			(5,314	)
Net cash provided by financing activities		(31,843)			1,493,386

Cash Flows From Foreign Currency Activities:
Exchange gain (loss) on convertible notes		5,845			(245,883	)
Net cash provided by (used in) foreign currency activities		5,845			--
Net increase (decrease) in cash and cash equivalents		(1,212,545	)		(80,744	)
Cash and cash equivalents, beginning of the period		1,337,002			1,487,021
Cash and cash equivalents, end of the period	$	124,457		$	1,406,278

See accompanying notes to condensed consolidated financial statements.

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FLINT TELECOM GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(unaudited)

	Three Months September		Ended 30,
	2009		2008
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for interest		--	$	85,366
Cash paid for income taxes		--	$	--
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:
Assets purchased under capital lease obligations		--	$	44,473
Conversion of notes payable and accrued interest (Note 12)	$	117,263	$	--
Discounts – warrants	$	708,791	$	--
Discounts – beneficial conversion	$	114,786	$	--
Capitalization of accrued interest to a note payable	$	190,000	$	--

See accompanying notes to condensed consolidated financial statements.

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FLINT TELECOM GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) AND OTHER COMPREHENSIVE LOSS

(Unaudited)

		Common Stock		Common Stock Issuable		Additional	Accumulated
		Shares	Amount	Shares	Amt.	Paid-In Capital	Compre-hensive Loss	Accum. Deficit	Total
Balances at June 30, 2009	71,294,702		$712,947	4,478,637	$44,786	$22,085,472	$(450,000)	$(21,035,869)	$ 1,357,336
Conversion of notes payable	426,411		4,264			116,837			117,263
Beneficial conversion feature on convertible notes payable						114,786			114,786
Shares issued to consultants for services	501,515		5,015			185,059			185,561
Issuance of warrants to holders of notes payable						708,791			708,791
Conversion of notes payable into equity	4,063,183		40,632	(4,063,183)	(40,632)				--
Stock compensation expense						381,688			381,688
Stock options expense						15,609			15,609
Comprehensive Loss:
Comprehensive loss							(750,000)		(750,000)
Net loss for the three months ended September 30, 2009								(3,052,220)	(3,052,220)
Balances at September 30, 2009	76,285,811		$762,858	415,454	$4,154	$23,608,242	$(1,200,000)	$(24,088,089)	$(921,186)
	========		=======	======	======	=========	=========	=========	=========

See accompanying notes to condensed consolidated financial statements.

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FLINT TELECOM GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.           Organization and Formation

Flint Telecom Group, Inc. (formerly named Semotus Solutions, Inc.) (“Flint”, “We” or the “Company”), is a Nevada Corporation.  We were originally formed in 2005 as Flint Telecom, Inc., a Delaware Corporation, and started operations in April 2006 as a wholly owned subsidiary of Flint Telecom Limited, headquartered in Dublin, Ireland. Flint Telecom Limited is a holding company whose sole operating business in the United States was Flint Telecom, Inc. Flint Telecom Limited was a vehicle for the initial funding of Flint and for the development of the proprietary intellectual property (“IP”).

On October 1, 2008, Semotus Solutions, Inc. (“Semotus”) acquired substantially all of the assets and liabilities of Flint Telecom, Inc. in exchange for 28,460,094 shares of restricted common stock pursuant to a definitive Contribution Agreement dated April 23, 2008. Although Semotus is the legal acquirer, for accounting purposes Flint is the accounting acquirer. The name was changed to Flint Telecom Group, Inc. The existing Semotus operations became a division of Flint, and were subsequently sold in January 2009.

We provide next generation turnkey voice, data and wireless services through partner channels primarily in the United States.  We offer a wholesale call platform for aggregating call traffic at cost competitive rates to other Carriers and distribute telecommunications services and products through our distribution channels.  We are headquartered in Boca Raton, Florida and operate in the United States.

On January 29, 2009, we acquired six U.S. operating subsidiaries of China Voice Holding Corp. (“CHVC”), namely: CVC Int’l Inc., Cable and Voice Corporation, StarCom Alliance Inc, Dial-Tone Communication Inc, Phone House of Florida, Inc., and Phone House, Inc. (of California) (the “Acquisition Companies”), in exchange for 21,000,000 shares of our restricted common stock and $500,000 in cash at Closing and $1,000,000 in deferred payments.

The Acquisition Companies provide the following telecom services and / or distribute the following telecom products:

· CVC  Int’l, Inc. was  established  in January  2007, and is a provider of wholesale VoIP telecommunications services located in South Florida.

· Cable and Voice Corporation was established on June 1, 2008, and is a master distributor of advanced broadband products and services located in Tampa, Florida.

· StarCom Alliance, Inc. was established in January 2008, and is a master distributor of prepaid cellular products and services.

· Phone House Inc. of Florida was established on March 6, 2008.  Phone House, Inc. of California was established on June 12, 2001. Dial-Tone Communication Inc. was established on July 19, 2007.  Each provides discount calling cards that enable users who purchase cards in the United States to call internationally.

2.           Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by us, without audit and in accordance with the instructions to Form 10-Q and Regulation S-K.  In the opinion of our management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending June 30, 2010.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.  We believe that the disclosures provided are adequate to make the information

8

presented not misleading.  These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our SEC Form 10K filed on October 13, 2009.

3.           Going Concern

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of our business.  As reflected in the accompanying financial statements, Flint had a net loss of $3,052,220 and $1,145,947 for the three months ended September 30, 2009 and 2008, respectively, negative cash flow from operating activities of $1,052,944 for the three months ended September 30, 2009, an accumulated stockholder’s deficit of $921,186 and a working capital deficit of $12,071,300 as of September 30, 2009.  Also, as of September 30, 2009, we had limited liquid and capital resources.  We are currently largely dependent upon obtaining sufficient short and long term financing in order to continue running our operations.

The foregoing factors raise substantial doubt about our ability to continue as a going concern.  Ultimately, our ability to continue as a going concern is dependent upon our ability to attract new sources of capital, exploit the growing telecom services market in order to attain a reasonable threshold of operating efficiency and achieve profitable operations.  The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

We have secured indicative funding commitments from investors for additional capital, which management believes is sufficient to fund our cash flow needs for the next twelve months.

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4.           Recent Accounting Pronouncements

In September 2009, the FASB issued authoritative guidance that applies to arrangements with multiple deliverables and provides another alternative for determining the selling price of deliverables. In addition, the residual method of allocating arrangement consideration is no longer permitted under this guidance.  The guidance is effective for fiscal years beginning on or after July 15, 2010.  We are currently evaluating the potential impact, if any, of the adoption of this guidance on our consolidated financial statements.

In September 2009, the FASB issued authoritative guidance which removes non-software components of tangible products and certain software components of tangible products from the scope of existing software revenue guidance, resulting in the recognition of revenue similar to that for other tangible products. It also requires expanded qualitative and quantitative disclosures. The guidance is effective for fiscal years beginning on or after June 15, 2010. We are currently evaluating the potential impact, if any, of the adoption of this guidance on our consolidated financial statements.

In June 2009, the FASB issued authoritative guidance for determining whether an entity is a variable interest entity (“VIE”) and requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. Under this guidance, an enterprise has a controlling financial interest when it has a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The guidance also requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has power to direct the activities of the VIE that most significantly impact the entity’s economic performance. The guidance also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE, requires enhanced disclosures and eliminates the scope exclusion for qualifying special-purpose entities. The guidance is

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effective for fiscal years beginning after Novermber 15, 2009. We are currently evaluating the potential impact, if any, of the adoption of this guidance on our consolidated financial statements.

Management does not believe that there are any recently-issued, but not yet effective, accounting standards that could have a material effect on the accompanying financial statements.

5.           Accounts Receivable and Concentration of Credit Risk

One customer accounted for 65% of our revenue for the three months ended September 30, 2009.  Two customers accounted for 38% of the accounts receivable at September 30, 2009, the largest of which accounted for 28% of the receivables. Two customers together accounted for 89% of our revenue for the three months ended September 30, 2008, 45% and 44% respectfully. Two other customers accounted for 37% and 30% of the accounts receivable at September 30, 2008.

6. Investment in Marketable Securities

We acquired 15,000,000 shares of restricted common stock of CHVC in exchange for deferred payments totaling $1,500,000 and a Promissory Note to CHVC dated January 29, 2009, in an amount of $7,000,000.

We classify these securities as investments in marketable securities available for sale. These securities are stated at their fair value.  Unrealized gains or losses in investments in marketable securities available for sale are recognized as an element of other comprehensive income on a monthly basis based on fluctuations in the fair value of the security as quoted on an exchange or an inter-dealer quotation system.  Realized gains or losses are recognized in the consolidated statements of operations when the securities are liquidated.

To date, the securities received from CHVC are quoted on the Pink Sheets. The securities are restricted as to resale.  As the securities are restricted, we are unable to liquidate these securities until the restriction is removed.  Unrealized gains or losses on marketable securities available for sale are recognized as an element of comprehensive income on a monthly basis based on changes in the fair value of the security as quoted on an exchange or an inter-dealer quotation system.  Once liquidated, realized gains or losses on the sale of marketable securities available for sale are reflected in our net income for the period in which the security was liquidated.

Marketable securities are evaluated periodically to determine whether a decline in their value is other than temporary.  Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other than temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent. It indicates that the prospects for a near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment.

 7.           Related Party Transactions

Loans:

We have limited access to capital from either banking institutions or the capital markets. Consequently, we have loans from a number of third parties, including related parties, as follows.

On January 29, 2009, we acquired six U.S. operating subsidiaries of China Voice Holding Corp. (“CHVC”), (the “Acquisition Companies”) and 15,000,000 shares of CHVC’s restricted common stock, in exchange for 21,000,000 shares of our restricted common stock, $500,000 in cash at Closing, a $7,000,000 promissory note and $2,500,000 in deferred payments. See Note 4 for more details on the transaction.  Bill Burbank, our President and Chief Operating Officer, was and still currently remains the President and Chief Executive Officer of CHVC.  As of September 30,  2009, $7,886,981 was due and owing to CHVC. Additionally, during the three months ended September 30, 2009, Mr. Burbank, our President, loaned $40,000 to us.  This loan bears no interest or contains any additional cash fees.  This loan is due on demand by Mr. Burbank.   The balance of the loan as of September 30, 2009 was $40,000.

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Flint Telecom Ltd, which is controlled by Mr. Browne, Flint’s CEO, and Mr. Butler, one of Flint’s board members, has a loan balance of $88,731 at September 30, 2009.  During the three months ended September 30, 2009, Flint Telecom Ltd. assigned a portion, $91,850, of its $202,500 promissory note to a number of unrelated third parties.  See Note 12 for more details on this transaction. This note has a 15% interest rate and originally matured on March 30, 2009 but was extended to September 30, 2011.  The loan includes charges for management fees earned by Flint Telecom, Ltd.  The management fees are for the executive, operating and financial services provided by Flint Telecom, Ltd. to us.  The investment from Flint Telecom, Ltd. was $258,731 at September 30, 2009.  The investment is for capital needed for our operations. Flint Telecom, Ltd. was also issued warrants on September 30, 2008 exercisable into 1,202,500 common shares at $0.50 per share which expire on September 30, 2011.Flint Telecom, Ltd. also has a direct equity investment in us.  

On May 13, 2009 we issued to Mr. Butler a Convertible Promissory Note in an amount of $1,516,000, accruing no interest, convertible in whole or in part at $0.40 per share, and due and payable through installment payments of $100,000 each, beginning as of October 31, 2009, and we issued 3,260,000 shares of restricted common stock in the Company, vesting quarterly over a period of three years beginning as of January 1, 2011 such that 100% of the shares are vested as of January 1, 2014.On June 30, 2009 we issued Mr. Butler a subordinated secured convertible promissory note having an interest at a rate of 10% per annum, convertible at $0.275 per share into an aggregate of up to 2,181,818 shares of restricted common stock, with a maturity date 18 months after the Closing (the “Notes”) and warrants to purchase an aggregate of up to 2,181,818 shares of our restricted common stock at $0.35 per share, having a five year term and a cashless exercise provision (the “Warrants”).  The Warrants are not exercisable until our Articles of Incorporation are amended to increase the number of total authorized shares of common stock to 200,000,000.  $150,000 was due and payable to Mr. Butler by no later than August 11, 2009, which has not yet been repaid and is currently in default, but management is negotiating an extension and believes it will come to an agreement to extend this Note. Upon default, the Note holder may declare this Note immediately due and payable and demand payment of all principal and the Note holder may proceed to collect such amount. We also have a number of loans outstanding from Mr. Butler, one of our directors, with a total outstanding balance of $2,266,000 as of September 30, 2009. We issued to Mr. Butler various promissory notes, convertible promissory notes, warrants and shares of restricted common stock as consideration for these loans.

During the three months ended September 30, 2009, Mr. Keaveney, our CFO, loaned $75,000 to us and we issued to him a promissory note in the amount of $75,000, due and payable with a cash fee of $10,000 on or before October 24, 2009.  As of the date of this filing, this note has not yet been repaid and Mr. Keaveney is entitled to additional cash fees of $10,000 per month for every month the note is not repaid.

8.           Accounts Payable

Accounts payable at September 30, 2009 were $4,110,169. Five vendors accounted for 47% of the payables at September 30, 2009, the largest of which accounted for 12% of the payables.  Accounts payable at September 30, 2008 were $892,678.  Three vendors accounted for 42% of the payables at September 30, 2008, the largest of which accounted for 20% of the payables.

Although we believe that we have adequate alternative vendors to purchase services and products, there can be no assurance of comparability, which could have a detrimental effect on the business. Further, when the vendor provides services for direct access to and call routing for residential or business customers, a reduction in or elimination of that vendor service will probably have a detrimental effect on that portion of our business.

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9.           Lines of Credit

Effective June 4, 2009, we entered into a Loan and Security Agreement with Thermo Credit LLC (“Thermo”), for a line of credit in an amount not to exceed $2,000,000 (the “Agreement”).  Under the terms of the Agreement, we agreed to pay a commitment fee equal to 2%of the amount of the Credit Facility, an unused facility fee of 0.25% per annum and a monitoring fee equal to the greater of $1,500.00 per month, or 0.05% of the Credit Facility per week. The line of credit is evidenced by a Loan and Security Agreement and a Promissory Note in the maximum amount of $2,000,000.   The Note carries an interest rate of the greater of the prime rate plus 8%, or 15%. The indebtedness is secured by a pledge and grant to Thermo of a security interest in all of our property or assets, real or personal, tangible or intangible, now existing or hereafter acquired. As of September 30, 2009, we owed $2,000,000 under the Thermo line of credit.

The first principal payment was due to Thermo on September 30, 2009 and as of the date of the filing of this quarterly report, payment has not been made and we are in default and the total balance has therefore been classified as a current liability.  

Management is currently negotiating an extension and/or restructure of the terms of this line of credit with Thermo, and we believe that Thermo will agree to such an extension or restructuring of the terms of this line of credit.  

Upon default, the entire unpaid balance of principal, together with all accrued but unpaid interest thereon, and all other indebtedness owing to Thermo at such time, which as of October 10, 2009 was $2,143,961, shall, at the option of Thermo, become immediately due and payable without further notice. In addition, Thermo shall be entitled to foreclose upon its security interests granted under the Agreement and to cause the Collateral to be immediately seized wherever found and sold with or without appraisal. Collateral consists of any and all of our subsidiaries’ property or assets, real or personal, tangible or intangible, now existing or hereafter acquired, and all supporting obligations, products and proceeds of all of the foregoing.

We have a second line of credit with the Ulster Bank of Ireland in the amount of €800,000, which has a total value as of September 30, 2009 of approximately $1,167,360. This line of credit has a 4.45% variable interest rate and continues for an indefinite period of time with no set maturity date, but which is subject to review on an annual basis.

10.           Promissory Notes and Convertible Promissory Notes

During the three months ended September 30, 2009, we issued $315,000 principal amount of Promissory Notes, some with warrants and some with shares of restricted common stock, restructured $540,000 principal amount of promissory notes into U.S. Dollar Convertible Promissory Notes issued with warrants, and restructured $91,850 principal amount of promissory notes originally issued to Flint Telecom, Ltd. into convertible notes, which were assigned to third parties and converted into 334,000 shares of restricted common stock. Substantially all of the proceeds have been used for the expansion of our business, including capital expenditures and working capital.

During the three months ended September 30, 2008, we issued $315,000 principal amount of Promissory Notes, $723,330 principal amount of U.S. Dollar Convertible Promissory Notes.

As of September 30, 2009, $7,000,000 principal amount of a promissory note issued to CHVC, $2,675,976 principal amount of other promissory notes, some issued with warrants and some with shares of restricted common stock, $1,607,000 principal amount of U.S. Dollar Convertible Promissory Notes, $1,740,000 principal amount of U.S. Dollar Convertible Promissory Notes issued with warrants, were outstanding.

Promissory Notes:

During the three months ended September 30, 2009, we issued a $100,000 promissory note due September 18, 2009, with warrants to purchase up to 200,000 shares of common stock at $0.50 per share and having a 3 year term.  As of September 30, 2009 this note had not been repaid and is currently in default. Management is negotiating an extension with this note holder and we believe we will come to a mutual agreement to extend this note. During the

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three months ended September 30, 2009 we also issued a $125,000 promissory note with a $25,000 cash fee due on or before October 28, 2009, and a $75,000 promissory note with a $10,000 cash fee due on or before October 24, 2009.  Additional cash fees of $10,000 per month accrue for every month the note is not repaid.

As of September 30, 2009, we had a total of $2,675,976 worth of principal amounts outstanding under various promissory notes issued to approximately 20 individuals and entities, with interest rates ranging from 0% to 15%, to be repaid between 30 September 2009 and 30 September 2011.  Approximately $1,500,000 worth of principal under these notes has not been repaid as of September 30, 2009 and is currently in default.  Management is negotiating extensions with these note holders and we believe we will come to a mutual agreement to extend these notes.  Upon default, the Note holders may declare their notes immediately due and payable and demand payment of all principal and the note holders may proceed to collect such amounts.

U.S. Dollar Convertible Promissory Notes:

The U.S. Dollar Convertible Promissory Notes were issued from December 2007 to June 30, 2008 to approximately 50 different individuals and entities with an interest rate of 12% and maturities ranging from six months to one year. The Notes have a conversion price of $0.275 per share. During the three months ended September 30, 2009, $24,000in principal plus accrued interest was converted into 92,411 shares.  One Note holder, RedQuartz, having a principal amount as of June 30, 2009 of $75,000, executed an extension to September 30, 2011. The remaining $16,000 in principal is held by one note holder and was due as of December 31, 2008 and has not been repaid.  Management is negotiating an extension with this note holder and we believe that he will agree to an extension or convert the note. Upon default, we are required to pay interest in cash to the Note holder, payable on demand, on the outstanding principal balance of the Note from the date of the default until the default is cured at the rate of the lesser of thirty percent (30%) per annum and the maximum applicable legal rate per annum.  Upon default, the Note holder may at any time at his option declare the entire unpaid principal balance of the Note, together with all interest accrued hereon, due and payable.

As of September 30, 2009, a total of $1,607,000 worth of principal in U.S. Convertible promissory notes was outstanding.  $91,000 of that is under the promissory notes as described in the above paragraph, and the remaining $1,516,000 is owed to Mr. Butler and is described in Footnote 9: Related Party Transactions.

Convertible Promissory Notes issued with Warrants:

Effective September 1, 2009, we entered into an agreement with a holder of $740,000 worth of Promissory Notes to cancel all principal and cash fees due under the Notes and to invest a portion of that amount, $540,000, under the same terms and conditions of the Private Equity Offering that closed on June 30, 2009, which includes a  subordinated secured convertible promissory note having an interest at a rate of 10% per annum, convertible at $0.275 per share into an aggregate of up to 1,963,636 shares of restricted common stock, with a maturity date 18 months after the Closing (the “Notes”) and warrants to purchase an aggregate of up to 1,963,636 shares of our restricted common stock at $0.35 per share, having a five year term and a cashless exercise provision (the “Warrants”).  The Warrants are not exercisable until our Articles of Incorporation are amended to increase the number of total authorized shares of common stock to 200,000,000. The holder was also granted a subordinated security interest in all of our assets. The remaining $200,000 continues to be due and payable by no later than September 30, 2009.  To date, the $200,000 has not yet been repaid and is in default.  Management believes that the Note holder will agree to another extension.  This Note is secured by 5,000,000 shares of China Voice Holding Corp.’s restricted common stock held directly by Flint; additionally, Mr. Keaveney, our CFO, and Mr. Browne, our CEO, jointly and severally, also personally guaranteed this Note.  Upon default, the Note holder may declare this Note immediately due and payable and demand payment of all principal and the Note holder may proceed to collect such amount.

As of September 30, 2009, we also have $1,200,000 worth in principal amount of subordinated convertible promissory notes outstanding having an interest rate of 10% per anum, convertible at $0.275 per share into an aggregate of 4,363,636 shares of restricted common stock, with a maturity date 18 months after the issuance dates, and warrants to purchase an aggregate of up to 4,363,636 shares of our restricted common stock at $0.35 per share, having a five year term and a cashless exercise provision.  These holders were also granted a subordinated security interest in all of our assets.

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For the three months ended September 30, 2009, the warrant component of the promissory notes was valued at $1,640,807. The value was recorded as a discount to the promissory note and $619,764was expensed in the three months ending September 30, 2009. The following are the assumptions used for the Black Scholes calculation:

	Three Months Ended September 30, 2009
Expected term (in years)	1 ½ – 3 Yrs.
Weighted average volatility		242.96% – 295.54	%
Expected dividend yield		--
Risk-free rate		1.44% – 2.26	%

Debt Schedule:

The following table sets forth the summary schedule of the cash payments required to be made by us, broken down by the type of loan:

Type of Loan	Total		Current		Long Term: 1-3 Years
Notes payable	$	1,231,420	$	1,231,420	$	--
Convertible notes payable		1,211,500		631,500		580,000
Line of credit		3,203,657		2,403,657		800,000
Notes payable – related parties		8,848,626		6,465,967		2,382,659
Convertible notes payable – related parties		1,419,396		200,000		1,219,396
Total:	$	15,914,599	$	10,932,544	$	4,982,055

11.           Commitments and Contingencies

We are a party to various legal proceedings in the normal course of business. Based on evaluation of these matters and discussions with counsel, we believe that any potential liabilities arising from these matters will not have a material adverse effect on our consolidated results of operations or financial position.

12.           Stockholder’s Equity

Common Stock:

As of September 30, 2009, we had 100,000,000 total shares of common stock authorized and 88,785,975 shares were issued and outstanding, however, 12,500,082 of these shares have not yet vested and vesting is contingent upon continued employment with the Company; these shares will not be considered issued and outstanding until the shares vest, and therefore as of September 30, 2009, 76,285,811 shares were issued and outstanding.  There is no special voting or economic rights or privileges.

Preferred Stock:

As of September 30, 2009, 5,000,000 total shares of preferred stock were authorized and 886,981 shares of Series C preferred stock were issued and outstanding, par value $0.001. These shares are not convertible into common stock and have no voting rights. As of September 30, 2009, there are no shares of Series A or B preferred stock issued or outstanding.  

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Warrants:

We have, as part of various debt and other agreements, issued warrants to purchase our common stock. The following summarizes the information relating to all warrants issued and outstanding as of September 30, 2009:

Date Issued	Number of Warrants		Per Share Warrant Exercise Price		Expiration Date
11/14/05		21,000	$	6.00	11/14/10
12/08/05		2,250	$	5.60	12/08/10
5/16/06		140,500	$	6.00	5/16/11
10/1/08		250,000	$	0.40	10/01/11
10/1/08		1,752,500	$	0.50	9/18/11
11/10/08		250,000	$	0.50	11/10/11
6/30/09		4,363,636	$	0.35	6/30/14
6/30/09		152,727	$	0.275	6/30/14
8/18/09		200,000	$	0.50	12/31/12
09/01/09		1,963,636	$	0.35	09/01/14

All warrants are fully exercisable upon issuance other than the June 30, 2009 and September 1, 2009 subscription warrants, which cannot be exercised until our total authorized common shares have been increased to at least 200,000,000, which we expect to occur at our next annual shareholders’ meeting to be held on December 2, 2009. Five shareholders holding more than a majority of our common shares outstanding  have agreed to vote for an increase in our total authorized shares from 100,000,000 to 200,000,000 at our next annual shareholders’ meeting.

Stock Option Plans:

As part of the reverse merger with Semotus that closed on October 1, 2008, we assumed Semotus’ 1996 and 2005 Stock Option Plans.

The 2005 Stock Option Plan (the “2005 Plan”) was adopted by Semotus in July 2005 and in September 2005 the 2005 Plan was approved by its shareholders.  In September 2007 the 2005 Plan was amended to provide for the granting of stock options to purchase up to 1,150,000 shares of our common stock, subject to adjustment only in the event of a stock split, stock or other extraordinary dividend, or other similar change in the common stock or capital structure.  The 2005 Plan expires in July 2015, ten years after its adoption.  Under the 2005 Plan, the Option Committee may grant incentive stock options to purchase shares of our common stock only to employees, and may grant non-qualified stock options to purchase shares of our common stock to our directors, officers, consultants and advisers. The Option Committee may grant options to purchase shares of our common stock at prices not less than fair market value, as defined under the 2005 Plan, at the date of grant for all stock options. The Option Committee also has the authority to set exercise dates (no longer than ten years from the date of grant), payment terms and other provisions for each grant. In addition, incentive options may be granted to persons owning more than 10% of the voting power of all classes of stock, at a price no lower than 110% of the fair market value at the date of grant, as determined by the Option Committee.  Incentive options granted under the Plan generally vest over three years at a rate of 33% after year one and then equally on a monthly basis over the next two years from the date of grant.  Non-qualified options granted under the Plan generally vest 100% immediately.  As of September 30, 2009, 1,163,750 options were outstanding under the 2005 Plan. See Note 19: Stock Based Compensation, for stock option activity.

The 1996 Stock Option Incentive Plan (the “Plan”) was originally adopted by Semotus in June 1996. The Plan provided for the granting of stock options to acquire common stock and/or the granting of stock appreciation rights to obtain, in cash or shares of common stock, the benefit of the appreciation of the value of shares of common stock after the grant date. The Plan expired in June of 2006, ten years after its adoption.  As of September 30, 2009, 54,975 options remain outstanding and exercisable under the 1996 Plan.

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13.           Earnings (Loss) Per Share

We report Basic and Diluted Earnings per Share (EPS) as follows: Basic EPS is computed as net income (loss) divided by the weighted average number of common shares outstanding for the period.  Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive.

Since we incurred a net loss for the three months ended September 30, 2009, 16,047,182 potential shares were excluded from the shares used to calculate diluted EPS as their effect is anti-dilutive. Since we incurred a net loss for the three months ended September 30, 2008, 8,741,215 potential shares were excluded from the shares used to calculate diluted EPS as their effect is anti-dilutive.

We reported a net loss of $3,052,220)for the three months ended September 30, 2009.  We reported a net loss of $1,145,957 for the three months ended September 30, 2008.

14.           Stock Based Compensation

Stock Options:

As part of the reverse merger with Semotus that closed on October 1, 2008, we assumed Semotus’ 1996 and 2005 Stock Option Plans, as described in Note 12.

We recognize expense related to the fair value of employee stock option awards on a straight line vesting basis over the vesting period of the award. Total stock expense recognized by us during the three months ended September 30, 2009 was $582,858.   

We have estimated the fair value of our option awards granted on or after October 1, 2008 using the Black-Scholes option valuation model that uses the assumptions noted in the following table.  Expected volatilities are based on the historical volatility of our stock. We use actual data to estimate option exercises, forfeitures and cancellations within the valuation model.  The expected term of options granted represents the period of time that options granted are expected to be outstanding.  The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	Three Months Ended
Black-Scholes -Based Option Valuation Assumptions	September 30, 2009 4.0 – 7.0 yrs 193.0% - 222.6% 198.13% -- 2.57%
Expected term (in years)
Expected volatility
Weighted average volatility
Expected dividend yield
Risk-free rate

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The following table summarizes the stock option transactions for the three months ended September 30, 2009 based upon a closing stock price of $0.22 per share as of September 30, 2009:

Stock Options	Shares (#)		Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Life		Weighted Average Grant Date Fair Value ($)		Aggregate Intrinsic Value ($)
Outstanding at July 1, 2009		1,218,725		0.64		--		0.34		--
Granted		--		--		--		--		--
Exercised		--		--		--		--		--
Forfeited		--		--		--		--		--
Expired		--		--		--		--		--
Outstanding at September 30, 2009		1,218,725		0.64		4.72		0.34		450
Exercisable at September 30, 2009		957,159		0.69		3.88		0.40		211

The aggregate intrinsic value of outstanding options as of September 30, 2009 was $450, and is calculated as the difference between the exercise price of the underlying options and the market price of our common stock for the shares that had exercise prices that were lower than the $0.22 market price of our common stock at September 30, 2009.

No options were exercised during the three months ended September 30, 2009 or 2008.

Restricted Common Stock:

During the three months ended September 30, 2009, we issued a total of 501,515 shares of restricted stock to consultants as settlements for services rendered.  We recorded approximately $185,561 in expense for the three months ended September 30, 2009 related to these shares of restricted common stock granted to these consultants.

15.           Exchange Gains and Losses

We maintain certain bank accounts denominated in Euros and as of September 30, 2009 have issued and outstanding €1,123,840 convertible notes, €100,000 in non-convertible notes payable, and a portion equal to one million dollars (USD$1,000,000) of the balance due on a $7,000,000 note must be paid through a payment of GBP£721,000, regardless of whether the U.S. dollar strengthens or weakens in relation to the GBP pound sterling during the term of the Note and whether there is therefore a foreign currency translation gain or loss. The reporting currency of Flint is the U.S. Dollar so that transactions and balances are translated into dollars. We recorded a $5,845 loss and a $245,883 gain on translation for the three months ended September 30, 2009 and 2008, respectively.

16.           Subsequent Events

We have evaluated subsequent events through November 23, 2009, which is the date the financial statements were available to be issued.

On October 22, 2009 we were loaned $250,000 and we issued a promissory note in the amount of $250,000, due and payable with a cash fee of $25,000 by no later than the earlier of (i) November 20, 2009, (ii) the day after we receive additional funding from a third party investor, (iii) the issuance of any debt or equity, (iv) in the event of a warrant exercise, or (v) in the event of any other capital invested (the “Note”), and we issued a warrant to purchase up to 250,000 shares of our common stock at $0.50 per share and having a three year term.  The Note is currently in default and we received a notice of default on November 23, 2009.  The Note is secured by two million (2,000,000) shares of our restricted common stock held directly by Flint Telecom, Ltd.  Upon default, the note holder shall have the option of either taking the security of the two million (2,000,000) shares or leaving the Note and fee in place plus interest at the highest legally valid interest rate until the Note is paid in full.

On October 28, 2009 we were loaned $230,000 and we issued a promissory note in the amount of $260,000 including accrued interest of $30,000, due and payable on or before December 28, 2009.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the attached financial statements and notes thereto. Except for the historical information contained herein, the matters discussed below are forward-looking statements that involve certain risks and uncertainties, including, among others, the risks and uncertainties discussed below.

OVERVIEW

Management’s objective for the three months ended September 30, 2009 was to improve overall operations to reduce the need for external financing in the difficult economic and financial markets.  We continued our focus on consolidation of our entities.  We have been actively engaged in seeking additional external financing and other strategic partnerships and relationships to further enhance the scale, depth and profitability of the business

In the three months ended September 30, 2009, we had a net loss of $(3,052,220) ($0.04)per share basic and diluted), as compared to a net loss of $1,145,947 ($0.04 per share basic and diluted) in the three months ended September 30, 2008. The increase in the losses year on year was predominantly as a result of costs and SEC accounting provisions associated with the Semotus transaction which is non recurring. Our overall cash decreased by $ 1,212,545 in the three months ended September 30, 2009, compared to a decrease of $80,744 in the three months ended September 30, 2008.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

REVENUES

Revenues for the three months ended September 30, 2009 increased 349.7% to $14,504,855 as compared to $3,225,251for the three months ended September 30, 2008.  This increase is primarily due to the acquisition of the six subsidiaries of China Voice Holding, Corp. (CHVC) and growth of our wholesale call traffic business.

COST OF REVENUES AND GROSS MARGIN

The overall gross margin has improved in the three months ended September 30, 2009 versus 2008 due tothe launch of our own branded calling cards through one of our subsidiaries, Wize Communications.  Our own brand calling cards enable us to increase margin by selling our high margin products through our existing strong distribution channels.

OPERATING EXPENSES

Operating expenses increased 140.4% to $2,556,911 in the three month period ended September 30, 2009 versus $1,063,450 for the same period in the last fiscal year.  

Operating expenses consist of general and administrative expenses, including payroll, accounting, legal, consulting, rent and other overhead costs. This category also includes stock compensation and option expense, the costs associated with being a publicly traded company, including the costs of SEC filings, a management fee payable to Flint, Ltd., investor relations and public relations.  These costs have decreased during the three months ended September 30, 2009 versus 2008 due to cost savings that have been achieved by the business following the full integration of the six companies acquired from China Voice Holding Company.

The non-cash charges for compensation consist mainly of the grants of stock issued as part of settlements for services rendered.  The common stock issued was valued at its fair market value at the date of issuance.

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INTEREST EXPENSE

The $1,176,754 for the three months ended September 30, 2009 in  interest expense is related to accrued interest on the convertible and promissory notes, as well as the amortization of the debt discounts related to those notes.  The other component is exchange gains and losses from currency transactions in the Euro and U.S. dollar.

LIQUIDITY AND CAPITAL RESOURCES

Overall cash decreased by $1,212,545 for the three months ended September 30, 2009 due to a continued loss from operations, and delays in the private offerings that only partially closed as of June 30, 2009, and which we previously expected to fully close during the fiscal year ending June 30, 2009. We were able to cover some of the cash loss through proceeds from convertible and additional promissory note issuances.  The sources and uses of cash are summarized as follows (unaudited):

	Three Months Ended September 30,
	2009	2008
Net cash used in operating activities	($1,052,944)	$  (1,321,959)
Net cash used in investing activities	(133,603)	(6,287)
Net cash used in financing activities	(31,843)	1,493,386
Net cash provided by foreign currency activities	5,845	--
Net increase (decrease) in cash and cash equivalents	($1,212,545)	$     (80,744)

During the three months ended September 30, 2009, cash used in operating activities was $1,052,944 resulting from a gross loss of $3,052,220 and operating expenses of $2,556,911. The loss included non cash charges for stock and option compensation, accretion of debt discount of $582,858 and $804,371 respectively.  

Other operating activities that increased cash were a decrease in accounts receivable of $134,715, of prepaid expenses of $8,724, Inventory of $399,565, due from related parties of $294,174 and an increase in accrued liabilities of $4,929 and accrued interest of $239,781.  Operating activities that decreased cash were an increase in deposits of $12,610, a decrease in cash overdraft of $100,842 and a decrease in accounts payable of $1,030,011.

Cash provided by financing activities for the three months ended September 30, 2009 consisted of an increase in the line of credit of $16,176, the sale of short term promissory notes, which provided $200,000 in cash, the issuance of notes payable of $115,000 to related parties, and the redemption of preferred stock  in the amount of $363,019.

$5,845 of cash was used in foreign currency transactions related to exchange losses on convertible notes payable during the three months ended September 30, 2009 and $245,883 was provided by foreign currency exchange gains in the three months ending 30 September 2008.  

As of September 30, 2009, we had cash and cash equivalents of $124,457, a decrease of $1,212,545from the balance at June 30, 2009, which was $1,337,002.  Our working capital deficit increased as of September 30, 2009 to ($10,260,012) as compared to a working capital deficit of ($12,071,300) at June 30, 2009.  We have not yet generated sufficient revenues to cover the costs of continued product and service development and support, sales and marketing efforts and general and administrative expenses

We are still largely dependent on financing in order to generate cash to maintain its operations. We are currently investigating the capital markets for additional financings. However, there is no assurance that any additional capital will be raised.  We closely monitor our cash balances and our operating costs in order to maintain an adequate level of cash.

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FORWARD LOOKING STATEMENTS

Certain statements contained in this report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be,” and other words of similar meaning, are forward-looking statements.  These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, risks associated with the integration of businesses following an acquisition, concentration of revenue from one source, competitors with broader product lines and greater resources, emergence into new markets, the termination of any of the Company’s significant contracts or partnerships, the Company’s inability to maintain working capital requirements to fund future operations or the Company’s inability to attract and retain highly qualified management, technical and sales personnel, changes in laws regulating telecommunications providers, changes in laws affecting the telecommunications products and services we provide. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable to Smaller Reporting Companies.

ITEM 4T. CONTROLS AND PROCEDURES.

(a) Evaluation of disclosure controls and procedures. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected our internal control over financial reporting.

In future filings we will disclose any further change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are a party to various legal proceedings in the normal course of business. Based on evaluation of these matters and discussions with counsel, we believe that any potential liabilities arising from these matters will not have a material adverse effect on our consolidated results of operations or financial position.

ITEM 1A. RISK FACTORS.

Not Applicable to Smaller Reporting Companies.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We issued securities, which were not registered under the Securities Act of 1933, as amended, as follows:

During the quarter ended September 30, 2009, we issued 501,515 shares of restricted common stock to certain consultants, as part of their compensation for services rendered. Additionally, a number of convertible note holders converted their convertible promissory notes into restricted common shares at a conversion price equal to $0.275 per share, equaling a total of 426,411 shares of our restricted common stock.

With respect to these transactions, we relied on Section 4(2) of the Securities Act of 1933, as amended. The investors are all accredited investors or certain persons outside the United States, and were given complete information concerning us and represented that the shares were being acquired for investment purposes. The issuance was made without general solicitation or advertising.  The appropriate restrictive legend was placed on the certificate and stop transfer instructions were issued to the transfer agent.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

a) Exhibits:

Number		Description	Location
	4.1	$100,000 Promissory Note issued on August 18, 2009.	Filed electronically herewith.
	4.2	200,000 Warrants issued on August 18, 2009.	Filed electronically herewith.
	4.3	$75,000 Promissory Note issued on September 24, 2009.	Filed electronically herewith.
	4.4	$150,000 Promissory Note issued on September 29, 2009.	Filed electronically herewith.
	4.5	$51,000 Promissory Note issued on October 6, 2009.	Filed electronically herewith.
	4.6	$250,000 Promissory Note issued on October 20, 2009.	Filed electronically herewith.
	4.7	250,000 Warrants issued on October 20, 2009.	Filed electronically herewith.
	4.8	$260,000 Promissory Note issued on October 28, 2009.	Filed electronically herewith.
	10.1	Amendment to the Promissory Notes issued to J. Lavery effective September 1, 2009.	Incorporated by reference to Exhibit 4.28 to the Registrant’s Form 10K filed on October 13, 2009.
	31.1	Certification pursuant to 17 C.F.R. ss.240.15d-14(a) for Vincent Browne.	Filed electronically herewith.
	31.2	Certification pursuant to 17 C.F.R. ss.240.15d-14(a) for Stephen Keaveney.	Filed electronically herewith.
	32.1	Certification pursuant to 18 U.S.C. ss.1350 for Vincent Browne.	Filed electronically herewith.
	32.2	Certification pursuant to 18 U.S.C. ss.1350 for Stephen Keaveney.	Filed electronically herewith.

22

SIGNATURES

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

FLINT TELECOM GROUP, INC.

Date: November 23, 2009             By: /s/ Vincent Browne

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

                                                      Vincent Browne,

                                                      Chief Executive Officer (Principal

                                                       Executive Officer)

                                                     By: /s/ Stephen Keaveney

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

                                                    Stephen Keaveney, Chief Financial

                                                    Officer (Principal Financial Officer)

23

EX-4.1

Exhibit 4.1

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE 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 DEFAULT HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

FLINT TELECOM GROUP, INC.

PROMISSORY NOTE

$100,000     August 18, 2009

FOR VALUE RECEIVED, Flint Telecom Group, Inc., a Nevada corporation whose principal office is located at 327 Plaza Real, Suite 319, Boca Raton, FL 33432 (the "Company"), promises to pay to the order of Sushil Grover(the "Payee"), at the office of the Payee at 8375 Jett Ferry Road, Atlanta, GA 30350, or at such other place as Payee may designate in writing, the principal sum of One Hundred Thousand Dollars ($100,000) (the "Principal Amount") on the terms set forth below. No interest shall accrue.

1. Definitions.

Capitalized terms not defined herein shall have the same meaning as set forth in the Investment Agreement.  The following terms shall have the meanings herein specified:

     "Event of Default" means an event specified in Section 3 hereof.

     "Holder" means the Payee, and each endorsee, pledgee, assignee, owner and holder of this Note, as such; and any consent, waiver or agreement in writing by the then Holder with respect to any matter or thing in connection with this Note, whether altering any provision hereof or otherwise, shall bind all subsequent Holders.  Notwithstanding the foregoing, the Company may treat the registered holder of this Note as the Holder for all purposes.

     "Principal Amount" shall have the meaning set forth in the initial paragraph.

     "Person" means an individual, trust, partnership, firm, association, corporation or other organization or a government or governmental authority.

          Words of one gender include the other gender; the singular includes the plural; and the plural includes the singular, unless the context otherwise requires.

2. Payment of this Note - Principal and Interest.

(a)           Payment after Milestone Deadline.  All principal, and a cash fee of ten thousand dollars ($10,000), shall be due and payable by the close of business thirty (30) days from the date of issuance of the Note.

(b)           Payment on an Event of Default.   If the Note is not repaid within thirty (30) days from the date of the Note, the Holder is entitled to a further cash fee of an additional ten thousand dollars ($10,000) and an additional warrant fee of 10,000 warrants with similar terms to the warrant package attached to this promissory note.

If an Event of Default occurs and is continuing, then the Holder of this Note will be entitled to a further penalty fee in the amount of ten thousand dollars ($10,000) cash and 10,000 warrants under similar terms for each month that the Default continues.

(c)           Prepayment.   The Company may prepay this Note at any time without penalty.

(d)           Security.  This Note and the amounts due hereunder are secured by the following assets: one million (1,000,000) shares of the Company’s restricted common stock held directly by Flint Telecom, Ltd. (the “Shares”).  Additionally, Issuer will pledge all of the assets of Prime Carrier, as collateral.

3. Events of Default.

The existence of any of the following conditions shall constitute an Event of Default:

(a)           Commencement of proceedings under any bankruptcy or insolvency law or other law for the reorganization, arrangement, composition or similar relief or aid of debtors or creditors if such proceeding remains undismissed and unstayed for a period of 60 days following notice to the Company by the Holder.

(b)           If the Company shall dissolve, liquidate or wind up its affairs or sell substantially all of its assets, unless the provisions of Section 4 of this Note are met, in which case there is no Event of Default.

(c)           Nonpayment of Principal and the Fee by the Milestone Deadline.

             4. ­Compliance with Securities Laws.

(a)      The Holder agrees and acknowledges 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.

 (b)      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 there for shall be stamped or imprinted with a legend in substantially the following form:

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE 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 DEFAULT HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS INDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

5. Transfer.  Transfer of this Note shall be subject to prior delivery by the proposed transferee to the Company of an opinion of counsel that such transfer is in compliance with all federal and all other applicable laws. In order to transfer this Note, the Holder, or its duly authorized attorney, shall surrender this Note at the office of the Company pursuant to Section 10 herein, accompanied by an assignment duly executed by the Holder hereof.

6. Loss or Mutilation of Note.  Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, together with an indemnity reasonably satisfactory to the Company, in the case of loss, theft, or destruction, or the surrender and cancellation of this Note, in the case of mutilation, the Company shall execute and deliver to the Holder a new Note of like tenor and denomination as this Note.

7. Holder not Shareholder.  This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a shareholder of the Company or of China Voice Holding Corp., as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the default hereof.

8. Waivers.  The failure of Holder to enforce at any time any of the provisions of this Note shall not, absent an express written waiver signed by Holder specifying the provision being waived, be construed to be a waiver of any such provision, nor in any way to affect the validity of this Note or any part hereof or the right of Holder thereafter to enforce each and every such provision. No waiver of any breach of this Note shall be held to be a waiver of any other or subsequent breach. The Company waives presentment, demand, notice of dishonor, protest and notice of nonpayment and protest.

9. Taxes.  The Company agrees that it will pay, when due and payable, any and all stamp, original issue or similar taxes which may be payable in respect of the issue of this

Note.  The Company shall not be required to pay any stamp, original issue or similar tax which may be payable in respect of any transfer involved in the transfer and delivery of this Note to a person other than of the Payee.

10. Notices. All notices or other communications to a party required or permitted hereunder shall be in writing and shall be delivered personally or by facsimile (receipt confirmed electronically) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:

if to Payee to:

Sushil Grover

8375 Jett Ferry Road

Atlanta, GA 30350

if to the Company to:

Vincent Browne

Flint Telecom Group, Inc.

327 Plaza Real, Suite 319

Boca Raton, FL 33432

     Any party may change the above specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by facsimile, provided that any such facsimile is received during regular business hours at the recipient's location) or on the day shown on the return receipt (if delivered by mail or delivery service).

11. Headings. The titles and headings to the Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note. This Note shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Note to be drafted.

12. Applicable Law and Jurisdiction. The legality, validity, enforceability and interpretation of this Note and the relationship of the parties hereunder shall be governed by the laws of the State of Georgia, without giving effect to the principles of conflict of laws, except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.  Any claim, cause of action, suit or demand allegedly arising out of or related to this Note, or the relationship of the parties, shall be brought exclusively in the state or federal courts in a jurisdiction as mutually agreed upon by the parties at the time, and the parties irrevocably consent to the exclusive jurisdiction and venue of such courts and waive any objections they may have at any time to such exclusive jurisdiction and venue.

13. Survival Of Representations And Warranties; Attorneys Fee. This Note shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. If this Note is not paid when due or if the Company breaches any provisions of this Note,  in addition to all other amounts due herein, the Company promises to pay all costs of collection and all reasonable attorney fees and court costs incurred by Holder.

14.  Assignment.  This Note 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 Note 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, Flint Telecom Group, Inc. has caused this Promissory Note to be signed in its name by the signature of its duly authorized representative.

Flint Telecom Group, Inc.

/s/ Stephen Keaveney

By: Stephen Keaveney

Its: Chief Financial Officer

Date:  August 18, 2009

EX-4.2

EXHIBIT 4.2

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 Group, Inc.

Incorporated Under the Laws of the State of Nevada

 200,000 Common Stock

Purchase Warrants

CERTIFICATE FOR COMMON STOCK

PURCHASE WARRANTS

1.           Warrants.  This Warrant Certificate certifies that Shiel Grover, or registered assigns (the "Holder"), is the registered owner of the above-indicated number of Warrants expiring on December 31, 2012 ("Expira­tion Date").  One (1) Warrant entitles the Holder to purchase one share of common stock, $.01 par value ("Share"), from Flint Telecom Group, Inc., a Nevada corporation ("Company"), at a purchase price of $0.50 per share ("Exercise Price"), commencing October 1, 2009, and terminating on the Expiration Date ("Exercise Period"), upon surrender of this Warrant Certificate with the exercise form hereonduly completed and executed with payment of the Exercise Price at the offices of the Company, 327 Plaza Real, Suite 319, Boca Raton FL 33432.

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.

PS1764-b.cer

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 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 Warrantin 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 CFO.

Dated:   August 18, 2009

Flint Telecom Group, Inc.

By: /s/ Stephen Keaveney

Stephen Keaveney, CFO

PS1764-b.cer

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 Group, 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-4.3

EXHIBIT 4.3

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE 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 DEFAULT HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

FLINT TELECOM GROUP, INC.

PROMISSORY NOTE

$75,000     24 September 2009

FOR VALUE RECEIVED, Flint Telecom Group, Inc., a Nevada corporation whose principal office is located at 327 Plaza Real, Suite 319, Boca Raton, FL 33432 (the "Company"), promises to pay to the order of Stephen Keaveney(the "Payee"), at 714 Sherwood Rd Atlanta GA 30324, or at such other place as Payee may designate in writing, the principal sum of Seventy Five Thousand Dollars ($75,000) (the "Principal Amount") on the terms set forth below. No interest shall accrue.

1. Definitions.

Capitalized terms not defined herein shall have the same meaning as set forth in the Investment Agreement.  The following terms shall have the meanings herein specified:

     "Event of Default" means an event specified in Section 3 hereof.

     "Holder" means the Payee, and each endorsee, pledgee, assignee, owner and holder of this Note, as such; and any consent, waiver or agreement in writing by the then Holder with respect to any matter or thing in connection with this Note, whether altering any provision hereof or otherwise, shall bind all subsequent Holders.  Notwithstanding the foregoing, the Company may treat the registered holder of this Note as the Holder for all purposes.

     "Principal Amount" shall have the meaning set forth in the initial paragraph.

     "Person" means an individual, trust, partnership, firm, association, corporation or other organization or a government or governmental authority.

          Words of one gender include the other gender; the singular includes the plural; and the plural includes the singular, unless the context otherwise requires.

2. Payment of this Note - Principal and Interest.

(a)           Fee and Term. All principal and a cash fee of $10,000 shall be due and payable thirty (30) days from the date of the Note.

(b)           Event of Default.   If the Note is not repaid within thirty (30) days from the date of the Note, the Holder is will be paid a further cash fee of an additional ten thousand dollars ($10,000). If an Event of Default occurs and is continuing, then the Holder of this Note will be entitled to a further penalty fee in the amount of ten thousand dollars for each month that the Default continues.

(c)           Prepayment.   The Company may prepay this Note at any time without penalty.

(d)           Security - None

3. Events of Default.

The existence of any of the following conditions shall constitute an Event of Default:

(a)           Commencement of proceedings under any bankruptcy or insolvency law or other law for the reorganization, arrangement, composition or similar relief or aid of debtors or creditors if such proceeding remains undismissed and unstayed for a period of 60 days following notice to the Company by the Holder.

(b)           If the Company shall dissolve, liquidate or wind up its affairs or sell substantially all of its assets, unless the provisions of Section 4 of this Note are met, in which case there is no Event of Default.

(c)           Nonpayment of Principal and the Fee by the Milestone Deadline

          4. Not Applicable.

5. Transfer.  Transfer of this Note shall be subject to prior delivery by the proposed transferee to the Company of an opinion of counsel that such transfer is in compliance with all federal and all other applicable laws. In order to transfer this Note, the Holder, or its duly authorized attorney, shall surrender this Note at the office of the Company pursuant to Section 10 herein, accompanied by an assignment duly executed by the Holder hereof.

6. Loss or Mutilation of Note.  Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, together with an indemnity reasonably satisfactory to the Company, in the case of loss, theft, or destruction, or the surrender and cancellation of this Note, in the case of mutilation, the Company shall execute and deliver to the Holder a new Note of like tenor and denomination as this Note.

7. Holder not Shareholder.  This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a shareholder of the Company or of China Voice Holding Corp., as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the default hereof.

8. Waivers.  The failure of Holder to enforce at any time any of the provisions of this Note shall not, absent an express written waiver signed by Holder specifying the provision being waived, be construed to be a waiver of any such provision, nor in any way to affect the validity of this Note or any part hereof or the right of Holder thereafter to enforce each and every such provision. No waiver of any breach of this Note shall be held to be a waiver of any other or subsequent breach. The Company waives presentment, demand, notice of dishonor, protest and notice of nonpayment and protest.

9. Taxes.  The Company agrees that it will pay, when due and payable, any and all stamp, original issue or similar taxes which may be payable in respect of the issue of this Note.  The Company shall not be required to pay any stamp, original issue or similar tax which may be payable in respect of any transfer involved in the transfer and delivery of this Note to a person other than of the Payee.

10. Notices. All notices or other communications to a party required or permitted hereunder shall be in writing and shall be delivered personally or by facsimile (receipt confirmed electronically) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:

if to Payee to:

Stephen Keaveney

714 Sherwood Rd

Atlanta, GA 30324

if to the Company to:

Vincent Browne

Flint Telecom Group, Inc.

327 Plaza Real, Suite 319

Boca Raton, FL 33432

     Any party may change the above specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by facsimile, provided that any such facsimile is received during regular business hours at the recipient's location) or on the day shown on the return receipt (if delivered by mail or delivery service).

11. Headings. The titles and headings to the Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note. This Note shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Note to be drafted.

12. Applicable Law and Jurisdiction. The legality, validity, enforceability and interpretation of this Note and the relationship of the parties hereunder shall be governed by

the laws of the State of Georgia, without giving effect to the principles of conflict of laws, except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.  Any claim, cause of action, suit or demand allegedly arising out of or related to this Note, or the relationship of the parties, shall be brought exclusively in the state or federal courts, and the parties irrevocably consent to the exclusive jurisdiction and venue of such courts and waive any objections they may have at any time to such exclusive jurisdiction and venue.

13. Survival Of Representations And Warranties; Attorneys Fee. This Note shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. If this Note is not paid when due or if the Company breaches any provisions of this Note,  in addition to all other amounts due herein, the Company promises to pay all costs of collection and all reasonable attorney fees and court costs incurred by Holder.

14.  Assignment.  This Note 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 Note 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, Flint Telecom Group, Inc. has caused this Promissory Note to be signed in its name by the signature of its duly authorized representative.

Flint Telecom Group, Inc.

/s/ Vincent Browne

By: Vincent Browne

Its: CEO

Date:  24 September 2009

EX-4.4

Exhibit 4.4

PROMISSORY NOTE

$ 150,000.00                                                                                                   ;  September 29, 2009

Boca Raton, Florida

FOR VALUE RECEIVED, the undersigned, FLINT TELECOM GROUP, INC., a Nevada Corporation, ("Maker"), promises to pay to the order of, Paul McCarthy, located atThalang Phuket, Thailand("Payee"), in lawful money of the United States of America, the principal sum ofONE HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00)on the outstanding principal and TWENTY FIVE THOUSAND DOLLARS ($25,000) in accrued interest (“Note”).

Maker shall pay all principal plus accrued interest on the Note as follows: a payment of one hundred fifty thousand dollars ($150,000.00) on or before October 23, 2009. The Note may be prepaid without any penalty.

Maker and any and all co-makers, endorsers, guarantors and sureties severally waive presentment for payment, notice of non­payment, protest, demand, notice of protest, notice of intention to accelerate, notice of acceleration and dishonor, diligence in enforcement and indulgences of every kind, and hereby agree that this Note and the liens securing its payment may be extended and re-extended and the time for payment extended and re-extended from time to time without notice to them or any of them, and they severally agree that their liability on or with respect to this Note shall not be affected by any release or change in any security at any time existing or by any failure to perfect or maintain perfection of any security interest in such security.

It is agreed that time is of the essence of this Note, and if any payment of principal and interest is not received by Payee on or before the due date of the payment, or,  if a default occurs under any instrument now or hereafter executed in connection with or as security for this Note, thereupon, after the passage of a ten day notice and cure period, at the option of Payee, the entire unpaid principal balance and the accrued and unpaid interest shall be due and payable forthwith without demand, notice of default or of intent to accelerate the maturity hereof, notice of nonpayment, presentment, protest or notice of dishonor, all of which are hereby expressly waived by Maker and each other liable party. Any past due principal shall bear interest at the maximum rate allowed by law. Failure to exercise this option upon any such default shall not constitute a waiver of the right to exer­cise such option in the event of any subsequent default.

If the entire unpaid principal balance plus all accrued and unpaid interest due and owing on this Note is not paid at maturity whether by acceleration or otherwise and is placed in the hands of an attorney for collection, or suit is filed hereon, or proceed­ings are had in probate, bankruptcy, receivership, reorganization, arrangement or other legal proceedings for collection hereof, Maker and each other liable party agree to pay Payee its reasonable collec­tion costs, including a reasonable amount for attorneys' fees, but in no event to exceed the maximum amount permitted by law.  Maker shall be directly and pri­marily liable for the payment of all sums called for hereunder, and Maker hereby expressly waives bringing of suit and diligence in taking any action to collect any sums owing hereon and in the handling of any security hereunder, and Maker hereby consents to and agrees to remain liable hereon regardless of any

PROMISSORY NOTE -

renewals, extensions for any period or rearrangements hereof, or any release or substitution of security herefor, in whole or in part, with or without notice, from time to time, before or after maturity.

It is the intent of Maker and Payee in the execution of this Note and all other loan documents to contract in strict compliance with applicable usury   law. In furtherance thereof, Maker and Payee stipulate and agree that none of the terms and provisions contained in this Note, or in any other instrument executed in connection herewith, shall ever be construed to  create a contract to pay for the use, forbearance or detention of money,  interest at a rate in excess of the maximum rate allowed by law ("Maximum  Rate"). Neither Maker nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Note shall ever be obligated or required to pay interest on this Note at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other  provisions of this Note and any other loan documents now or hereafter executed which may be in apparent conflict herewith. Payee expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If the maturity of this Note shall be accelerated for any reason or if the principal of this Note is paid prior to the end of the term of this Note, and as a result thereof the interest received for the actual period of   existence of the loan evidenced by this Note exceeds the applicable maximum  lawful rate, the holder of this Note shall credit the amount of such excess against the principal balance of this Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by  applicable law as a result of such excess interest; provided, however, that  if the principal hereof has been paid in full, such excess shall be refunded to Maker. If the holder of this Note shall receive money (or anything else)  which is determined to constitute interest and which would increase the  effective interest rate on this Note or any other indebtedness which Maker or a guarantor is obligated to pay to holder to a rate in excess of that permitted by applicable law,   the amount determined to constitute interest in excess of the lawful rate  shall be credited against the principal balance of this Note then  outstanding or, if the principal balance has been paid in full, refunded to  Maker, in which event any and all penalties of any kind under applicable law  as a result of such excess interest shall be inapplicable. If the holder of this Note shall not actually receive, but shall contract for, request or   demand, a payment of money (or anything else) which is determined to  constitute interest and which would increase the effective interest rate contracted for or charged on this Note or the other indebtedness evidenced  or secured by the note to a rate in excess of that permitted by  applicable law, the holder of this Note shall be entitled, following such    determination, to waive or rescind the contractual claim, request or demand  for the amount determined to constitute interest in excess of the lawful  rate, in which event any and all penalties of any kind under applicable law   as a result of such excess interest shall be inapplicable. By execution of   this Note Maker acknowledges that Maker believes the loan evidenced by this   Note to be non-usurious and agrees that if, at any time, Maker should have reason to believe that such loan is in fact usurious, Maker will give the  holder of this Note notice of such condition and Maker agrees that the  holder shall have sixty (60) days in which to make appropriate refund or other adjustment in order to correct such condition if in fact such exists.

Additionally, if, from any circumstance whatsoever, fulfillment of any  provision hereof or of any documents or instruments executed pursuant to the terms thereof, shall,  at the time fulfillment of such provision be due, involve transcending the Maximum Rate then, ipso facto, the obligation to be fulfilled shall be  reduced to the Maximum Rate. The term "applicable law"

PROMISSORY NOTE - Page  of [INSERT PAGE NUMBER]

as used in this Note  shall mean the laws of the State of Florida or the laws of the United States,  whichever laws allow the greater rate of interest, as such laws now exist or  may be changed or amended or come into effect in the future.

This Note is secured by that certain Security Agreement executed by Maker, dated September 29, 2008 and is secured by the TWO MILLION (2,000,000) unrestricted shares of China Voice Holding Corp. held directly by Mr. Bill Burbank.

In addition to the above provisions, Maker will be in default if:  (1) Maker fails to timely pay or perform any obligation or covenant in any written agreement between Payee and Maker; (2) Maker makes any material  false statement or representation in any agreement or document presented to Payee and upon which Payee relied in funding this Note; (3) a receiver is appointed for Maker; (4) any party providing collateral to secure payment of this Note assigns the collateral for the benefit of its creditors; (5) bankruptcy or insolvency proceedings are commenced against Maker or any of its subsidiaries.

This Note has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Florida.

MAKER HEREBY, AND PAYEE BY ITS ACCEPTANCE OF THIS NOTE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO, ANY CLAIMS, CROSS-CLAIMS OR THIRD-PARTY CLAIMS) BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY DOCUMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  MAKER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OR AGENT OF PAYEE OR PAYEE’S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT PAYEE WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  THIS PROVISION IS A MATERIAL INDUCEMENT OT THE PAYEE ACCEPTING THIS NOTE AND MAKING ANY LOAN, ADVANCE OR OTHER EXTENSION OF CREDIT TO THE MAKER AND SHALL SURVIVE DURING THE ENTIRE TIME THAT ANY AMOUNT OF THE NOTE SHALL REMAIN UNPAID.

          MAKER:

FLINT TELECOM GROUP, INC

A  Nevada corporation

/s/ Bill Burbank

                                                                   Bill Burbank, President

PROMISSORY NOTE -

EX-4.5

Exhibit 4.5

PROMISSORY NOTE

$ 51,000.00                                                                                                                October 6, 2009

Boca Raton, Florida

FOR VALUE RECEIVED, the undersigned, FLINT TELECOM GROUP, INC., a Nevada Corporation, ("Maker"), promises to pay to the order of, Paul McCarthy, located atThalang Phuket, Thailand("Payee"), in lawful money of the United States of America, the principal sum ofFIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00)on the outstanding principal and ONE THOUSAND DOLLARS ($1,000.00) in accrued interest (“Note”).

Maker shall pay all principal plus accrued interest on the Note as follows: a payment of fifty one thousand dollars ($51,000.00) on or before October 23, 2009. The Note may be prepaid without any penalty.

Maker and any and all co-makers, endorsers, guarantors and sureties severally waive presentment for payment, notice of non­payment, protest, demand, notice of protest, notice of intention to accelerate, notice of acceleration and dishonor, diligence in enforcement and indulgences of every kind, and hereby agree that this Note and the liens securing its payment may be extended and re-extended and the time for payment extended and re-extended from time to time without notice to them or any of them, and they severally agree that their liability on or with respect to this Note shall not be affected by any release or change in any security at any time existing or by any failure to perfect or maintain perfection of any security interest in such security.

It is agreed that time is of the essence of this Note, and if any payment of principal and interest is not received by Payee on or before the due date of the payment, or,  if a default occurs under any instrument now or hereafter executed in connection with or as security for this Note, thereupon, after the passage of a ten day notice and cure period, at the option of Payee, the entire unpaid principal balance and the accrued and unpaid interest shall be due and payable forthwith without demand, notice of default or of intent to accelerate the maturity hereof, notice of nonpayment, presentment, protest or notice of dishonor, all of which are hereby expressly waived by Maker and each other liable party. Any past due principal shall bear interest at the maximum rate allowed by law. Failure to exercise this option upon any such default shall not constitute a waiver of the right to exer­cise such option in the event of any subsequent default.

If the entire unpaid principal balance plus all accrued and unpaid interest due and owing on this Note is not paid at maturity whether by acceleration or otherwise and is placed in the hands of an attorney for collection, or suit is filed hereon, or proceed­ings are had in probate, bankruptcy, receivership, reorganization, arrangement or other legal proceedings for collection hereof, Maker and each other liable party agree to pay Payee its reasonable collec­tion costs, including a reasonable amount for attorneys' fees, but in no event to exceed the maximum amount permitted by law.  Maker shall be directly and pri­marily liable for the payment of all sums called for hereunder, and Maker hereby expressly waives bringing of suit and diligence in taking any action to collect any sums owing hereon and in the handling of any security hereunder, and Maker hereby consents to and agrees to remain liable hereon regardless of any

PROMISSORY NOTE -

renewals, extensions for any period or rearrangements hereof, or any release or substitution of security herefor, in whole or in part, with or without notice, from time to time, before or after maturity.

It is the intent of Maker and Payee in the execution of this Note and all other loan documents to contract in strict compliance with applicable usury law. In furtherance thereof, Maker and Payee stipulate and agree that none of the terms and provisions contained in this Note, or in any other instrument executed in connection herewith, shall ever be construed to  create a contract to pay for the use, forbearance or detention of money,  interest at a rate in excess of the maximum rate allowed by law ("Maximum  Rate"). Neither Maker nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Note shall ever be obligated or required to pay interest on this Note at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other provisions of this Note and any other loan documents now or hereafter executed which may be in apparent conflict herewith. Payee expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If the maturity of this Note shall be accelerated for any reason or if the principal of this Note is paid prior to the end of the term of this Note, and as a result thereof the interest received for the actual period of   existence of the loan evidenced by this Note exceeds the applicable maximum  lawful rate, the holder of this Note shall credit the amount of such excess against the principal balance of this Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by  applicable law as a result of such excess interest; provided, however, that  if the principal hereof has been paid in full, such excess shall be refunded to Maker. If the holder of this Note shall receive money (or anything else)  which is determined to constitute interest and which would increase the  effective interest rate on this Note or any other indebtedness which Maker or a guarantor is obligated to pay to holder to a rate in excess of that permitted by applicable law,   the amount determined to constitute interest in excess of the lawful rate  shall be credited against the principal balance of this Note then  outstanding or, if the principal balance has been paid in full, refunded to  Maker, in which event any and all penalties of any kind under applicable law  as a result of such excess interest shall be inapplicable. If the holder of this Note shall not actually receive, but shall contract for, request or   demand, a payment of money (or anything else) which is determined to  constitute interest and which would increase the effective interest rate contracted for or charged on this Note or the other indebtedness evidenced  or secured by the note to a rate in excess of that permitted by  applicable law, the holder of this Note shall be entitled, following such    determination, to waive or rescind the contractual claim, request or demand  for the amount determined to constitute interest in excess of the lawful  rate, in which event any and all penalties of any kind under applicable law   as a result of such excess interest shall be inapplicable. By execution of   this Note Maker acknowledges that Maker believes the loan evidenced by this   Note to be non-usurious and agrees that if, at any time, Maker should have reason to believe that such loan is in fact usurious, Maker will give the  holder of this Note notice of such condition and Maker agrees that the  holder shall have sixty (60) days in which to make appropriate refund or other adjustment in order to correct such condition if in fact such exists.

Additionally, if, from any circumstance whatsoever, fulfillment of any  provision hereof or of any documents or instruments executed pursuant to the terms thereof, shall,  at the time fulfillment of such provision be due, involve transcending the Maximum Rate then, ipso facto, the obligation to be fulfilled shall be  reduced to the Maximum Rate. The term "applicable law"

PROMISSORY NOTE - Page  of [INSERT PAGE NUMBER]

as used in this Note  shall mean the laws of the State of Florida or the laws of the United States,  whichever laws allow the greater rate of interest, as such laws now exist or  may be changed or amended or come into effect in the future.

This Note is secured by that certain Security Agreement executed by Maker, dated September 29, 2008 and is secured by the TWO MILLION (2,000,000) unrestricted shares of China Voice Holding Corp. held directly by Mr. Bill Burbank.

In addition to the above provisions, Maker will be in default if:  (1) Maker fails to timely pay or perform any obligation or covenant in any written agreement between Payee and Maker; (2) Maker makes any material  false statement or representation in any agreement or document presented to Payee and upon which Payee relied in funding this Note; (3) a receiver is appointed for Maker; (4) any party providing collateral to secure payment of this Note assigns the collateral for the benefit of its creditors; (5) bankruptcy or insolvency proceedings are commenced against Maker or any of its subsidiaries.

This Note has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Florida.

MAKER HEREBY, AND PAYEE BY ITS ACCEPTANCE OF THIS NOTE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO, ANY CLAIMS, CROSS-CLAIMS OR THIRD-PARTY CLAIMS) BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY DOCUMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  MAKER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OR AGENT OF PAYEE OR PAYEE’S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT PAYEE WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  THIS PROVISION IS A MATERIAL INDUCEMENT OT THE PAYEE ACCEPTING THIS NOTE AND MAKING ANY LOAN, ADVANCE OR OTHER EXTENSION OF CREDIT TO THE MAKER AND SHALL SURVIVE DURING THE ENTIRE TIME THAT ANY AMOUNT OF THE NOTE SHALL REMAIN UNPAID.

         MAKER:

          FLINT TELECOM GROUP, INC

A  Nevada corporation

 /s/ Bill  Burbank                                                                                    

                                                                  Bill Burbank, President

PROMISSORY NOTE -

EX-4.6

EXHIBIT 4.6

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE 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 DEFAULT HEREOF MAY BE SOLD, TRANSFERRED,  OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

FLINT TELECOM GROUP, INC.

PROMISSORY NOTE

$250,000   &# 160;October 20, 2009

FOR VALUE RECEIVED, Flint Telecom Group, Inc., a Nevada corporation whose principal office is located at 327 Plaza Real, Suite 319, Boca Raton, FL 33432 (the "Company"), promises to pay to the order of Lamassu Holdings, LLC(the "Payee"), at the office of the Payee at 411 Theodore Fremd Ave, Suite 206 South Rye NY 10580, or at such other place as Payee may designate in writing, the principal sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Principal Amount") on the terms set forth below. No interest shall accrue.

1. Definitions.

Capitalized terms not defined herein shall have the same meaning as set forth in the Investment Agreement.  The following terms shall have the meanings herein specified:

     "Event of Default" means an event specified in Section 3 hereof.

     "Holder" means the Payee, and each endorsee, pledgee, assignee, owner and holder of this Note, as such; and any consent, waiver or agreement in writing by the then Holder with respect to any matter or thing in connection with this Note, whether altering any provision hereof or otherwise, shall bind all subsequent Holders.  Notwithstanding the foregoing, the Company may treat the registered holder of this Note as the Holder for all purposes.

     "Principal Amount" shall have the meaning set forth in the initial paragraph.

     "Person" means an individual, trust, partnership, firm, association, corporation or other organization or a government or governmental authority.

          Words of one gender include the other gender; the singular includes the plural; and the plural includes the singular, unless the context otherwise requires.

2. Payment of this Note - Principal and Interest.

(a)           Payment after Milestone Deadline.  All principal of two hundred fifty thousand dollars ($250,000) and cash fee of twenty-five thousand dollars ($25,000) will be senior to all future payments or influx of any capital to the Company starting from the effective date of this contract. All principal, and a cash fee of twenty five thousand dollars ($25,000), shall be due and payable by the earlier of (i) thirty (30) days from the date of the Note, (ii) the day after the Company receives additional funding from a third party investor , (iii) the issuance of any debt or equity, (iv) in the event of a warrant exercise (v) or any other capital injection into the Company.   This provision shall remain intact throughout the contract period and through any event of default.

(b)           Prepayment.   The Company may prepay this Note at any time without penalty.

(c)           Security.  This Note and the amounts due hereunder are secured by the following assets: two million (2,000,000) shares of the Company’s restricted common stock held directly by Flint Telecom, Ltd. (the “Shares”).  At the event of a default listed under section three (3) of this Agreement, Holder shall have the option of either taking the security of two million (2,000,000) shares of the Company or leaving the Note and fee in place plus interest at the highest legally valid interest rate until the Note is paid in full.

3. Events of Default.

The existence of any of the following conditions shall constitute an Event of Default:

(a)           Commencement of proceedings under any bankruptcy or insolvency law or other law for the reorganization, arrangement, composition or similar relief or aid of debtors or creditors if such proceeding remains undismissed and unstayed for a period of 60 days following notice to the Company by the Holder.

(b)           If the Company shall dissolve, liquidate or wind up its affairs or sell substantially all of its assets, unless the provisions of Section 4 of this Note are met, in which case there is no Event of Default.

(c)           Nonpayment of Principal and the Fee by the Milestone Deadline.

(d)           Payment of any debts other than to Holder.

             4. ­Compliance with Securities Laws.

(a)      The Holder agrees and acknowledges that none of these common shares being pledged as security 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.

(b)      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 there for shall be stamped or imprinted with a legend in substantially the following form:

THIS NOTE AND THE SHARES OF COMMON STOCK PLEDGED 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 DEFAULT HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS INDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

5. Transfer.  Transfer of this Note shall be subject to prior delivery by the proposed transferee to the Company of an opinion of counsel that such transfer is in compliance with all federal and all other applicable laws. In order to transfer this Note, the Holder, or its duly authorized attorney, shall surrender this Note at the office of the Company pursuant to Section 10 herein, accompanied by an assignment duly executed by the Holder hereof.

6. Loss or Mutilation of Note.  Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, together with an indemnity reasonably satisfactory to the Company, in the case of loss, theft, or destruction, or the surrender and cancellation of this Note, in the case of mutilation, the Company shall execute and deliver to the Holder a new Note of like tenor and denomination as this Note.

7. Holder not Shareholder.  This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a shareholder of the Company or of China Voice Holding Corp., as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the default hereof.

8. Waivers.  The failure of Holder to enforce at any time any of the provisions of this Note shall not, absent an express written waiver signed by Holder specifying the provision being waived, be construed to be a waiver of any such provision, nor in any way to affect the validity of this Note or any part hereof or the right of Holder thereafter to enforce each and every such provision. No waiver of any breach of this Note shall be held to be a waiver of any other or subsequent breach. The Company waives presentment, demand, notice of dishonor, protest and notice of nonpayment and protest.

9. Taxes.  The Company agrees that it will pay, when due and payable, any and all stamp, original issue or similar taxes which may be payable in respect of the issue of this

Note.  The Company shall not be required to pay any stamp, original issue or similar tax which may be payable in respect of any transfer involved in the transfer and delivery of this Note to a person other than of the Payee.

10. Notices. All notices or other communications to a party required or permitted hereunder shall be in writing and shall be delivered personally or by facsimile (receipt confirmed electronically) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:

if to Payee to:

Lamassu Holdings L.L.C.

Sam Healey, President

411 Theodore Fremd Ave, Suite 206

South Rye NY 10580

if to the Company to:

Vincent Browne

Flint Telecom Group, Inc.

327 Plaza Real, Suite 319

Boca Raton, FL 33432

     Any party may change the above specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by facsimile, provided that any such facsimile is received during regular business hours at the recipient's location) or on the day shown on the return receipt (if delivered by mail or delivery service).

11. Headings. The titles and headings to the Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Note. This Note shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Note to be drafted.

12. Applicable Law and Jurisdiction. The legality, validity, enforceability and interpretation of this Note and the relationship of the parties hereunder shall be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws, except with respect to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement, and as to those matters the law of the jurisdiction under which the respective entity derives its powers shall govern.  Any claim, cause of action, suit or demand allegedly arising out of or related to this Note, or the relationship of the parties, shall be brought exclusively in the state or federal courts in a jurisdiction as mutually agreed upon by the parties at the time, and the parties irrevocably consent to the exclusive jurisdiction and venue of such courts and waive any objections they may have at any time to such exclusive jurisdiction and venue.

13. Survival Of Representations And Warranties; Attorneys Fee. This Note shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. If this Note is not paid when due or if the Company breaches any provisions of this Note,  in addition to all other amounts due herein, the Company promises to pay all costs of collection and all reasonable attorney fees and court costs incurred by Holder.

14.  Assignment.  This Note 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 Note 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, Flint Telecom Group, Inc. has caused this Promissory Note to be signed in its name by the signature of its duly authorized representative.

Flint Telecom Group, Inc.

/s/ Stephen Keaveney

By: Stephen Keaveney

Its: Chief Financial Officer

Date:  October 20, 2009

EX-4.7

EXHIBIT 4.7

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 Group, Inc.

Incorporated Under the Laws of the State of Nevada

250,000 Common Stock

Purchase Warrants

CERTIFICATE FOR COMMON STOCK

PURCHASE WARRANTS

1.           Warrants.  This Warrant Certificate certifies that Lamassu Holdings, LLC, or registered assigns (the "Holder"), is the registered owner of the above-indicated number of Warrants expiring on October 15, 2012 ("Expira­tion Date").  One (1) Warrant entitles the Holder to purchase one share of common stock, $.01 par value ("Share"), from Flint Telecom Group, Inc., a Nevada corporation ("Company"), at a purchase price of $0.50 per share ("Exercise Price"), commencing October 15, 2009, and terminating on the Expiration Date ("Exercise Period"), upon surrender of this Warrant Certificate with the exercise form hereonduly completed and executed with payment of the Exercise Price at the offices of the Company, 327 Plaza Real, Suite 319, Boca Raton FL 33432.

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 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.          Compliance with Securities Laws.

(a)      The Holder agrees and acknowledges that none of these warrants or common shares issued upon exercise of the Warrant 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.

(b)      The Holder acknowledges that this Warrant 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 Warrant.  This Warrant and any Warrant issued in substitution or replacement there for shall be stamped or imprinted with a legend in substantially the following form:

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED 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 WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON DEFAULT HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.

THE SECURITIES MAY ONLY BE SOLD OR OTHERWISE DISPOSED OF AS FOLLOWS: THE MAXIMUM AMOUNT OF SHARES SOLD OR OTHERWISE DISPOSED OF PER DAY MAY NOT EXCEED THE DAILY AVERAGE TRADING VOLUME OF THE ISSUER’S COMMON STOCK IN THE PRIOR MONTH. THIS RESTRICTION IS INDEPENDENT OF AND IN ADDITION TO THE OTHER RESTRICTIONS ON TRANSFER NOTED HEREON.

9.           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.

10.           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 Warrantin 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 CFO.

Dated:   October 19, 2009

Flint Telecom Group, Inc.

By: /s/ Stephen Keaveney

Stephen Keaveney, CFO

PS1764-b.cer

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 Group, 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.

EX-4.8

Exhibit 4.8

PROMISSORY NOTE

$260,000.00                                                                                        October 28, 2009

Boca Raton, Florida

FOR VALUE RECEIVED, the undersigned, FLINT TELECOM GROUP, INC., a Nevada Corporation, ("Maker"), promises to pay to the order of, Paul McCarthy, located atThalang Phuket, Thailand("Payee"), in lawful money of the United States of America, the principal sum ofTWO HUNDRED AND THIRTY THOUSANDAND NO/100 DOLLARS ($230,000.00)on the outstanding principal and THIRTY THOUSAND DOLLARS ($30,000) in accrued interest (“Note”).

Maker shall pay all principal plus accrued interest on the Note as follows: a payment of two hundred and sixty thousand dollars ($260,000.00) on or before December 28, 2009. The Note may be prepaid without any penalty.

Maker and any and all co-makers, endorsers, guarantors and sureties severally waive presentment for payment, notice of non­payment, protest, demand, notice of protest, notice of intention to accelerate, notice of acceleration and dishonor, diligence in enforcement and indulgences of every kind, and hereby agree that this Note and the liens securing its payment may be extended and re-extended and the time for payment extended and re-extended from time to time without notice to them or any of them, and they severally agree that their liability on or with respect to this Note shall not be affected by any release or change in any security at any time existing or by any failure to perfect or maintain perfection of any security interest in such security.

It is agreed that time is of the essence of this Note, and if any payment of principal and interest is not received by Payee on or before the due date of the payment, or,  if a default occurs under any instrument now or hereafter executed in connection with or as security for this Note, thereupon, after the passage of a ten day notice and cure period, at the option of Payee, the entire unpaid principal balance and the accrued and unpaid interest shall be due and payable forthwith without demand, notice of default or of intent to accelerate the maturity hereof, notice of nonpayment, presentment, protest or notice of dishonor, all of which are hereby expressly waived by Maker and each other liable party. Any past due principal shall bear interest at the maximum rate allowed by law. Failure to exercise this option upon any such default shall not constitute a waiver of the right to exer­cise such option in the event of any subsequent default.

If the entire unpaid principal balance plus all accrued and unpaid interest due and owing on this Note is not paid at maturity whether by acceleration or otherwise and is placed in the hands of an attorney for collection, or suit is filed hereon, or proceed­ings are had in probate, bankruptcy, receivership, reorganization, arrangement or other legal proceedings for collection hereof, Maker and each other liable party agree to pay Payee its reasonable collec­tion costs, including a reasonable amount for attorneys' fees, but in no event to exceed the maximum amount permitted by law.  Maker shall be directly and pri­marily liable for the payment of all sums called for hereunder, and Maker hereby expressly waives bringing of suit and diligence in taking any action to collect any sums owing hereon and in the handling of any security hereunder, and Maker hereby consents to and agrees to remain liable hereon regardless of any

PROMISSORY NOTE -

renewals, extensions for any period or rearrangements hereof, or any release or substitution of security herefor, in whole or in part, with or without notice, from time to time, before or after maturity.

It is the intent of Maker and Payee in the execution of this Note and all other loan documents to contract in strict compliance with applicable usury   law. In furtherance thereof, Maker and Payee stipulate and agree that none of the terms and provisions contained in this Note, or in any other instrument executed in connection herewith, shall ever be construed to  create a contract to pay for the use, forbearance or detention of money,  interest at a rate in excess of the maximum rate allowed by law ("Maximum  Rate"). Neither Maker nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Note shall ever be obligated or required to pay interest on this Note at a rate in excess of the Maximum Rate, and the provisions of this paragraph shall control over all other  provisions of this Note and any other loan documents now or hereafter executed which may be in apparent conflict herewith. Payee expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If the maturity of this Note shall be accelerated for any reason or if the principal of this Note is paid prior to the end of the term of this Note, and as a result thereof the interest received for the actual period of   existence of the loan evidenced by this Note exceeds the applicable maximum  lawful rate, the holder of this Note shall credit the amount of such excess against the principal balance of this Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by  applicable law as a result of such excess interest; provided, however, that  if the principal hereof has been paid in full, such excess shall be refunded to Maker. If the holder of this Note shall receive money (or anything else)  which is determined to constitute interest and which would increase the  effective interest rate on this Note or any other indebtedness which Maker or a guarantor is obligated to pay to holder to a rate in excess of that permitted by applicable law,   the amount determined to constitute interest in excess of the lawful rate  shall be credited against the principal balance of this Note then  outstanding or, if the principal balance has been paid in full, refunded to  Maker, in which event any and all penalties of any kind under applicable law  as a result of such excess interest shall be inapplicable. If the holder of this Note shall not actually receive, but shall contract for, request or   demand, a payment of money (or anything else) which is determined to  constitute interest and which would increase the effective interest rate contracted for or charged on this Note or the other indebtedness evidenced  or secured by the note to a rate in excess of that permitted by  applicable law, the holder of this Note shall be entitled, following such    determination, to waive or rescind the contractual claim, request or demand  for the amount determined to constitute interest in excess of the lawful  rate, in which event any and all penalties of any kind under applicable law   as a result of such excess interest shall be inapplicable. By execution of   this Note Maker acknowledges that Maker believes the loan evidenced by this   Note to be non-usurious and agrees that if, at any time, Maker should have reason to believe that such loan is in fact usurious, Maker will give the  holder of this Note notice of such condition and Maker agrees that the  holder shall have sixty (60) days in which to make appropriate refund or other adjustment in order to correct such condition if in fact such exists.

Additionally, if, from any circumstance whatsoever, fulfillment of any  provision hereof or of any documents or instruments executed pursuant to the terms thereof, shall,  at the time fulfillment of such provision be due, involve transcending the Maximum Rate then, ipso facto, the obligation to be fulfilled shall be  reduced to the Maximum Rate. The term "applicable law"

PROMISSORY NOTE - Page  of [INSERT PAGE NUMBER]

as used in this Note  shall mean the laws of the State of Florida or the laws of the United States,  whichever laws allow the greater rate of interest, as such laws now exist or  may be changed or amended or come into effect in the future.

This Note is secured by that certain Security Agreement executed by Maker, dated October 26, 2009 and is secured by the THREE MILLION (3,000,000) unrestricted shares of China Voice Holding Corp. held directly by Mr. Bill Burbank.

In addition to the above provisions, Maker will be in default if:  (1) Maker fails to timely pay or perform any obligation or covenant in any written agreement between Payee and Maker; (2) Maker makes any material  false statement or representation in any agreement or document presented to Payee and upon which Payee relied in funding this Note; (3) a receiver is appointed for Maker; (4) any party providing collateral to secure payment of this Note assigns the collateral for the benefit of its creditors; (5) bankruptcy or insolvency proceedings are commenced against Maker or any of its subsidiaries.

This Note has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Florida.

MAKER HEREBY, AND PAYEE BY ITS ACCEPTANCE OF THIS NOTE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO, ANY CLAIMS, CROSS-CLAIMS OR THIRD-PARTY CLAIMS) BASED HEREON OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY DOCUMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.  MAKER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OR AGENT OF PAYEE OR PAYEE’S COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT PAYEE WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  THIS PROVISION IS A MATERIAL INDUCEMENT OT THE PAYEE ACCEPTING THIS NOTE AND MAKING ANY LOAN, ADVANCE OR OTHER EXTENSION OF CREDIT TO THE MAKER AND SHALL SURVIVE DURING THE ENTIRE TIME THAT ANY AMOUNT OF THE NOTE SHALL REMAIN UNPAID.

          MAKER:

          FLINT TELECOM GROUP, INC

A  Nevada corporation

/s/ Bill Burbank

                                                                        Bill Burbank, President

PROMISSORY NOTE -

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Vincent Browne, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Flint Telecom Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.         Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.         Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 23, 2009

/s/ Vincent Browne

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

Vincent Browne

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Stephen Keaveney, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Flint Telecom Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 23, 2009

/s/ Stephen Keaveney

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

Stephen Keaveney

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C.  SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Flint Telecom Group, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Form 10-Q"), I, Vincent Browne, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATED: November 23, 2009                   /S/ Vincent Browne

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

                                           VINCENT BROWNE

                                           CHIEF EXECUTIVE OFFICER

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C.  SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Flint Telecom Group, Inc. (the "Company") on Form 10-Q for the quarter ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Form 10-Q"), I, Stephen Keaveney, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATED: November 23, 2009                /S/ Stephen Keaveney

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

                                         STEPHEN KEAVENEY

                                         CHIEF FINANCIAL OFFICER