8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

Form  8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):                                                                                     June 17, 2010

FLINT TELECOM GROUP, INC.

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(Exact Name of Registrant as Specified in its Charter)

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

7500 College Blvd., Suite 500 Overland Park, KS 66210

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(Address of Principal Executive Offices)   (Zip Code)

(561) 962 – 0230

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(Registrant’s Telephone Number, including area code)

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

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

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

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

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective as of June 17, 2010 Flint Telecom Group, Inc. ("Flint" or the "Company") executed a settlement agreement with RedQuartz Atlanta, LLC (RedQuartz) and Thomas J. Davis, whereby RedQuartz assigned all of its debt owed by Flint, in the amount of $575,000, to Davis, and Davis has agreed to, among other things, (i) refinance a portion of his debt such that $800,000 is due and payable over a period of 20 months through equal monthly installment payments in the amount of $40,000 each commencing on or before August 31, 2010, (ii) sell two of his outstanding promissory notes in the amounts of $250,000 each to a third party, and, (iii) cancel the rest of his debt, in the amount of $1,530,000, owed by Flint in exchange for 153,000 shares of Series F preferred stock of Flint (the “Shares”), valued at $10.00 per share, having the following material terms:

1.   Yielding a 14% annual dividend payment, based on the total value of the Shares, payable annually beginning on June 17, 2011;

2.   Convertible at any time after the later of January 1, 2011 and the date on which the Company’s Articles of Incorporation shall have been amended to increase the number of total authorized shares of common stock to 500,000,000 or greater, into that number of shares of Common Stock as is determined by the quotient of (i) $10.00 over (ii) the Conversion Price in effect at the time of conversion;

a.   The Conversion Price has a 20% discount to the Market Price at time of conversion and subject to a minimum conversion price of $0.05 per Common Share

b.   Market Price means the average closing price of Flint’s common stock over the twenty trading days preceding the conversion request date

c.   The common stock issued at the time of conversion will be restricted stock and subject to SEC 144 Rule

3.   The Shares will be transferable at Mr. Davis’ discretion, after giving Flint a right of first refusal;

4.   A penalty rate of 0.5% per month on the total amount outstanding will apply for dividend payments that are more than 10 days late, and will continue to apply until default payments are paid in full; and

5.   At no time shall Mr. Davis’ beneficial ownership exceed 4.99% of the total issued and outstanding shares of Flint.

The foregoing description of this settlement is qualified in its entirety by reference to the full text of the Settlement Agreement with Davis and the Certificate of Designation of Series F Convertible Preferred Stock, which are attached hereto as Exhibits 10.1 and 3.1, respectively, all of which are incorporated herein by reference.

ITEM 2.03  CREATION OF A DIRECT FINANCIAL OBLIGATION

The information set forth in Item 1.01 above is incorporated herein by reference as it relates to Flint’s obligation to pay a total of $800,000 and an annual dividend of 14% on the Series F Preferred Shares to Mr. Davis.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in Item 1.01 above is incorporated herein by reference as it relates to the issuance of  153,000 shares of Series F preferred stock, convertible into common stock at a 20% discount to the market Price at time of conversion and subject to a minimum conversion price of $0.05 per common share.  Based on the minimum conversion price, Mr. Davis would receive 30,600,000 shares of common stock if all preferred shares were converted into common stock.  The terms and conditions of the Series F preferred stock is qualified in its entirety by reference to the full text of the Certificate of Designation of Series F Convertible Preferred Stock, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Additionally, effective June 17, 2010, Flint entered into two Debt Wrap Agreements with one of its note holders, Mr. Davis, and two institutional investors (the “Investors”), whereby each Investor purchased one-half of Mr. Davis’ $250,000 outstanding promissory note issued from Flint on November 10, 2008 from Mr. Davis for a total of $100,000, which was paid to Mr. Davis, and Flint agreed to include a convertibility provision allowing the Investors to convert the

note into common stock at any time after September 21, 2010 at a 20% discount to the average closing price of Flint's common stock over the five trading days prior to the day of conversion.  However, at no time shall each Investors beneficial ownership exceed 4.99% of the total issued and outstanding shares of Flint. The foregoing description of this agreement is qualified in its entirety by reference to the full text of the Debt Wrap Agreements, which are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

The offering and sale of the securities in the above transaction, made only to accredited investors were exempt from registration under Section 4(2) of the Securities Act and Regulation D.  

The securities to be issued by the Company have not been registered under the Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act.  The appropriate restrictive legend will be placed on the certificates and stop transfer instructions will be issued to the transfer agent.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

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

Exhibit Number --------------------		Description ---------------
	3.1	Certificate of Designation of Series F Preferred Stock
	10.1	Settlement Agreement by and among Flint Telecom Group, Inc., Redquartz and Thomas J Davis dated June 17, 2010.
	10.2	Debt Wrap Agreement by and among Flint Telecom Group, Inc., Thomas J. Davis and Machiavelli, Ltd. dated June 17, 2010.
	10.3	Debt Wrap Agreement by and among Flint Telecom Group, Inc., Thomas J. Davis and  Jahoco LLC. dated June 17, 2010.

                                                         SIGNATURES

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

	FLINT TELECOM GROUP, INC.
	By: /s/  Vincent Browne
Date:  June 23, 2010	Vincent Browne,
	Chief Executive Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATION

OF

SERIES F CONVERTIBLE PREFERRED STOCK

OF

FLINT TELECOM GROUP, INC.

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Flint Telecom Group, Inc., a Nevada corporation (the "Company") certifies that pursuant to the authority contained in ARTICLE IV of its Articles of Incorporation, as amended (the "Articles of Incorporation"), the Board of Directors of the Company (the "Board of Directors"), by unanimous written consent in lieu of a meeting effective June 17, 2010, duly approved and adopted the following resolution, which resolution remains in full force and effect on the date hereof:

RESOLVED, that pursuant to the authority vested in the Board of Directors by the Articles of Incorporation, the Board of Directors does hereby designate, create, authorize and provide for the issue of a series of preferred stock, having no par value per share, which shall be designated as Series F Convertible Preferred Stock, and which shall have the voting powers, designations, preferences, limitations, restrictions, and relative rights as follows:

CERTIFICATE OF DESIGNATION OF

SERIES F CONVERTIBLE PREFERRED STOCK

OF FLINT TELECOM GROUP, INC.

1.           Designation, Amount, Par Value, Liquidation Value and Rank.

a.  The Preferred Stock authorized under this Certificate of Designation shall be designated as the Series F Convertible Preferred Stock (the “Series F Preferred”), and the   number of shares so designated shall be 153,000 subject to adjustment for any stock splits, stock dividends or similar transactions affecting the Series F Preferred, and which shall not be subject to increase without the consent of each holder of the Series F Preferred (each, a “Holder”, and collectively, the “Holders”).  Each share of Series F Preferred, having $0.001 par value per share, shall have a liquidation value of $10.00 per share (the “Liquidation Value”).

b.  The Series F Preferred shall, with respect to dividends and distributions upon liquidation, dissolution or winding up of the Company, rank senior to all classes of Common Stock, and pari passu with the Series E Preferred and any other series of Preferred Stock that is not, expressly by its terms, made junior to the Series F Preferred. No class of equity securities of the Company shall be senior to the Series F Preferred as to dividends, distributions and upon liquidation, dissolution or winding up without the prior written consent of all of the Series  F Holders.

2.           Dividends.  The Holders of the Series F Preferred shall be entitled to receive a fourteen percent (14%) per annum dividend payment calculated based on the Liquidation Value, payable annually the first payment of which will be June 17, 2011.  A penalty rate of one half of one percent (0.5%) per month on the total Liquidation Value outstanding will apply for dividend payments that are more than ten (10) business days late, and will continue to apply and accrue until default payments are caught up in full.

3.           Voting Rights. Except as expressly provided otherwise herein, or as required by law, the holders of shares of Series F Preferred Stock shall vote together as a single class with the holders of the Common Stock, on the basis of one vote per share of Series F Preferred Stock.

4.           Liquidation.

a.  Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of record of the Series F Preferred shall be entitled to receive, out of the assets of the Company and before any distribution or payment is made upon any shares of Common Stock or any series of Preferred Stock junior in rank to the Series F Preferred, for each share of Series F Preferred, an amount per share equal to the greater of (i) the Liquidation Value or (ii) the assets of the Company available for distribution to its stockholders, distributed ratably among the Holders of the outstanding Preferred Stock (determined on an “as converted” basis) and the holders of all of the outstanding capital stock of the Company.  If the assets of the Company shall be insufficient to pay in full all amounts due to the Holders of the Series F Preferred then the entire assets of the Company shall be distributed to

such Holders ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

b.  After setting apart or paying in full the amounts described in Section (4)(a) hereof, the holders of record of Common Stock and any Preferred Stock junior in rank to the Series F Preferred shall be entitled to participate in any distribution of any remaining assets of the Company, and the Holders of the Series F Preferred shall not be entitled to participate in such distribution.

c.  The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

5.           Mechanics of Conversion.

a.           Holder’s Delivery Requirements.   Each share of Series F Preferred shall be convertible, at the option of the Holder thereof, at any time after the later of January 1, 2011 and the date on which the Company’s Articles of Incorporation shall have been amended to increase the number of total authorized shares of common stock to 500,000,000 or greater, into that number of fully paid and non-assessable shares of Common Stock as is determined by the quotient of (i) $10.00 over (ii) the Conversion Price in effect at the time of conversion, determined as hereinafter provided, for a full conversion of all one hundred fifty three thousand (153,000) issued and outstanding shares of Series F Preferred into a maximum potential total of thirty million six hundred thousand (30,600,000) shares of common stock.  The initial and minimum Conversion Price shall be $0.05 per common share, subject to adjustment from time to time as follows: the Conversion Price shall be at a 20% discount to the Per Share Market Value at time of conversion (the “Conversion Price”). A Holder shall effect conversions by surrendering to the Company the certificate or certificates representing the shares of Series F Preferred to be converted, together with a copy of the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice”).  Each Conversion Notice shall specify the Holder, the number of shares of Series F Preferred to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice by facsimile (the “Conversion Date”).  If no Conversion Date is specified in a Conversion Notice the Conversion Date shall be the date that the Conversion Notice is deemed delivered pursuant to Section 11.  Subject to Section 5(b) hereof, each Conversion Notice, once given, shall be irrevocable.

b.  Company’s Response.  Not later than five (5) trading days after any Conversion Date, the Company will use  its best efforts to cause to be delivered to the Holder, or to such Holder’s designee, (i) a certificate or certificates which shall contain the necessary restrictive legends and trading restrictions representing the number of shares of Common Stock being acquired upon the conversion of shares of Series F Preferred and (ii) if the Holder is converting less than all shares of Series F Preferred represented by the certificate or certificates tendered by the Holder with the Conversion Notice, one or more certificates representing the number of shares of Series F Preferred not converted.

6.Reservation of Shares.  The Company covenants that it will use its best efforts to receive majority shareholder approval to increase the total authorized common stock to at least 500,000,000 shares by no later than December 31, 2010 and at all times thereafter reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of issuance upon conversion of the Series F Preferred and free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of Series F Preferred, not less than 100% of such number of shares of Common Stock as shall (subject to any additional requirements of the Company as to reservation of such shares set forth in the Purchase Agreement) be issuable (taking into account the adjustments of Section 7) upon the conversion of all outstanding shares of Series F Preferred (without regard to any limitations on conversion).  Failure to so increase the total authorized common stock shall render the Settlement and General Release Agreement void.  The Company shall, from time to time in accordance with Nevada law, take all steps necessary to increase the authorized amount of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued shall not be sufficient to permit the conversion of all of the shares of the Series F Preferred.  The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued and fully paid, nonassessable and, subsequent to the effectiveness of a registration statement, freely tradable.

7.Maximum Conversion.  The Holder shall not be entitled to convert these shares of Series F Preferred into shares of common stock on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the conversion of the shares of Series F Preferred with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date.  For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and Rule 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%.

8.           Adjustment of Conversion Price.

a.      Common Stock Dividends; Common Stock Splits; Reclassification.  If the Company, at any time after the Original Issue Date shall (a) subdivide outstanding shares of Common Stock into a larger or smaller number of shares or (b) issue by reclassification of shares of Common Stock any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event.  Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or re-classification.

b.      Rounding.  All calculations under this Section 7 shall be made to the nearest cent or the nearest l/l00th of a share, as the case may be.

c.      Notice of Adjustment.  Whenever the Conversion Price is adjusted pursuant to this Section 7 the Company shall promptly mail to the Holders a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.  Such notice shall be signed by the chairman, president or chief financial officer of the Company.

d.      Change of Control; Compulsory Share Exchange. In case of (A) any Change of Control Transaction or (B) any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property (each, an “Event”), lawful provision shall be made so that the Holders shall have the right thereafter to convert the shares of Series F Preferred for shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common Stock following such Event, and the Holders shall be entitled upon such Event to receive such amount of shares of stock and other securities, cash or property as the shares of the Common Stock of the Company into which the shares of Series F Preferred could have been converted immediately prior to such Event (without taking into account any limitations or restrictions on the convertibility of the Securities) would have been entitled.  The provisions of this Section 7(d) shall similarly apply to successive Events.

e.           Notice of Certain Events.  If:

(i)         the Company shall declare a dividend (or any other distribution) on its Common Stock;

(ii)         the Company shall declare a special nonrecurring cash dividend on or a redemption of its Common Stock;

(iii) the Company shall authorize the granting to the holders of its Common Stock rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights;

(iv)         the approval of any shareholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; or

(v)         the Company shall authorize the Liquidation of the affairs of the Company;

then the Company shall cause to be filed at each office or agency maintained for the purpose of the conversion of the Series F Preferred, and shall cause to be delivered to the Holders at the address specified herein, at least 30 (thirty) calendar days prior to the applicable record or effective date hereinafter specified, a notice (provided such notice shall not include any material non-public information) stating (a) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, or granting of options, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to

such dividend, distributions, redemption, rights, options or warrants are to be determined or (b) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, however, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.  Nothing herein shall prohibit the Holders from converting shares of Series F Preferred held by such Holder during the 30-day period commencing on the date of such notice to the effective date of the event triggering such notice.

9.   Transferability; Right of First Refusal. The holders of the Series F Preferred shall be entitled, at their option, to transfer the Series F Preferred to a third party, but only after giving the Company a right of first refusal.  The Company shall have a right of first refusal with respect to any offer to transfer the Series F Preferred to any third party(ies) undertaken by the holders, as follows.  In the event that the holders propose to sell, assign or otherwise transfer ownership of the shares (a “Proposed Transaction”), then the holders shall send to the Company a notice in writing of all of the terms of the Proposed Transaction (such notice, the “Offer Notice”).  The Offer Notice shall constitute an irrevocable offer to sell the securities which are the subject of the Proposed Transaction (the “Offered Securities”) to the Company, on the basis described in the Proposed Transaction.

At any time within ten (10) business days after receipt by the Company of the Offer Notice (the “Option Period”), the Company may elect to accept the offer to purchase with respect to all of the Offered Securities under identical terms of the Proposed Transaction and shall give written notice of such election (the “Acceptance Notice”) to the Company within the Option Period.  The closing for any purchase of Offered Securities by the Company shall take place within thirty (30) days following the expiration of the Option Period.   After the expiration of the Option Period, if the Company has not provided to the holders an Acceptance Notice for all of the Offered Securities under identical terms of the Proposed Transaction, then the holders may offer such Offered Securities on identical terms to third parties.  However, in the course of negotiation with third parties, if the terms of the Proposed Transaction are materially modified, then the holders shall again send an Offer Notice to the Company outlining any such material modification of the Proposed Transaction (the “Revised Transaction”) and shall grant the Company a new Offering Period in which to accept such Revised Transaction

10.         Optional Redemption.

a.  Redemption by the Company.  The Company may, at its option and subject to the conditions set forth herein, redeem the shares of Series F Preferred if the Per Share Market Value exceeds $1.00 for thirty (30) consecutive Trading Days.  The Company may redeem the Series F Preferred, in whole and not in part, at a price per share equal to the Liquidation Value, together with any other amounts due in respect thereof through the Redemption Date (as defined in Section 9(b) (the “Redemption Price”).

b.   Mechanics of Redemption.  The Company shall exercise its right to redeem the Series F Preferred by delivering to the registered Holders of the Series F Preferred a redemption notice (a “Redemption Notice”), upon at least ten (10) Business Days prior written

notice (such date that the notice is given, the “Redemption Notice Date”) by facsimile and overnight courier.  Such Redemption Notice shall indicate the Redemption Price and a confirmation of the date (“Redemption Date”) that the Company shall effect the redemption, which date shall be not less than ten (10) business days and not more than sixty (60) calendar days after the Redemption Notice Date.  Notwithstanding anything in this Section 9, the Company shall convert any and all shares of Series F Preferred delivered  pursuant to Section 5 hereof if the Conversion Notice for such shares of Series F Preferred is delivered prior to the  Redemption Date. The Company shall pay the applicable Redemption Price to the Holder of the shares of Series F Preferred being redeemed in cash on the Redemption Date.

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

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms

“controlling” and “controlled” have meanings correlative to the foregoing.

 “Appraiser” means a nationally recognized or major regional investment banking firm or firm of independent certified public accountants of recognized standing.

“Change of Control” means the sale, conveyance or disposition of all or substantially all of the assets of the Company, the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or the consolidation, merger or other business combination of the Company with or into any other Person (as defined below) or Persons when the Company is not the survivor.

 “Common Stock” means the Company’s common stock, $.01 par value per share, and stock of any other class into which such shares may hereafter have been reclassified or changed.

“Conversion Price” has the meaning set forth in Section 5(a).

“Liquidation Value” has the meaning set forth in Section 1 hereof.

“Per Share Market Value” means on any particular date (a) the average closing bid price per share of the Common Stock on such exchange or quotation system on the date nearest preceding such date and over the twenty trading days preceding such date, or (b) if the Common Stock is not listed then on any exchange, the average closing bid price for a share of Common Stock in the over-the-counter market, as reported by the NASDAQ or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date and over the preceding twenty trading days from such date, or (c) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Appraiser selected in good faith by the Holders of a majority in interest of the shares of the Series F Preferred; provided, however, that the Company, after receipt of the determination by such Appraiser, shall have the right to select, in good faith, an additional Appraiser, in which case the fair market value shall be equal to the average of the

determinations by each such Appraiser so long as the difference between the values does not differ by more than ten percent (10%); if the values so differ, the two appraisers shall appoint a third appraiser whose determination shall be binding; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period.

“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

“Preferred Stock” means the preferred stock of the Company, having $0.001 par value per share.

12.           Notices.  Except as otherwise provided in the event of conversion of shares of Series F Preferred, all notices or other communications required hereunder shall be in writing and shall be deemed to have been received (a) upon hand delivery (receipt acknowledged) or delivery by telex (with correct answer back received) telecopy or facsimile (with transmission confirmation report) at the address or number designated below (if received by 6:00 p.m. EST where such notice is to be received), or the first business day following such delivery (if received after 6:00 p.m. EST where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur; and shall be regarded as properly addressed if sent to (i) the Company, to Flint Telecom Group, Inc., 7500 College Blvd., Suite 500, Overland Park, KS 66210,  Attn:  Chief Executive Officer, facsimile (702) 446-0360, and (ii) if the Holders, at their respective addresses set forth in the books and records of the Company, or such other address as any of the above may have furnished to the other parties in writing by registered mail, return receipt requested.

13.           Lost or Stolen Certificates.  Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any stock certificates representing the shares of Series F Preferred, and, in the case of loss, theft or destruction, of any indemnification undertaken by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of such Series F Preferred stock certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue preferred stock certificates if the Holder contemporaneously requests the Company to convert such Series E Preferred into Common Stock.

14.           Remedies Characterized; Other Obligations, Breaches and Injunctive Relief.  The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a Holder’s right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate of Designation.  The Company covenants to each Holder of Series F Preferred that there shall be no characterization concerning this instrument

other than as expressly provided herein.  Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).  The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders of the Series F Preferred and that the remedy at law in the event of any such breach may be inadequate.  The Company therefore agrees that, in the event of any such breach or threatened breach, the Holders of the Series F Preferred shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

15.           Specific Shall Not Limit General; Construction.  No specific provision contained in this Certificate of Designation shall limit or modify any more general provision contained herein.  This Certificate of Designation shall be deemed to be jointly drafted by the Company and all Purchasers (as defined in this Purchase Agreement) and shall not be construed against any Person as the drafter hereof.

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

            17.     Fractional Shares. Upon a conversion hereunder, the Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Per Share Market Value at such time. If the Company elects not, or is unable, to make such a cash payment, the Holder of a share of Series F Preferred shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.

18.           Payment of Tax Upon Issue of Transfer.  The issuance of certificates for shares of the Common Stock upon conversion of the Series F Preferred Shares shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders so converted, and the Company shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

19.           Shares Owned by Company Deemed Not Outstanding. In determining whether the Holders of the outstanding shares of Series F Preferred have concurred in any direction, consent or waiver under this Certificate of Designation, shares of Series F Preferred which are owned by the Company or any other obligor thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided, that any Series F Preferred owned by the Holders shall be deemed outstanding for purposes of making such a determination.  Shares of the Series F Preferred so owned which have been pledged in good faith may be

regarded as outstanding if (i) the pledgee establishes to the satisfaction of the Holders and the Company the pledgee’s right so to act with respect to such shares and (ii) the pledgee is not the Company or any other obligor of the Company.

20.           Communications.  The holders of the Series F Preferred shall be entitled to receive, and the Company shall deliver pursuant to Section 11 hereof, all  communications sent by the Company to the holders of the Common Stock.

21.           Reacquired Shares.Any shares of Series F Preferred redeemed, purchased, converted or otherwise acquired by the Company in any manner whatsoever shall not be reissued as part of the Company’s Series F Preferred and shall be retired promptly after the acquisition thereof.  All such shares shall become, upon their retirement (and the filing of any certificate required in connection therewith pursuant to the General Corporation Law of the state of Nevada), authorized but unissued shares of Preferred Stock.

22.    Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, Flint Telecom Group, Inc. has caused this Certificate of Designation to be signed by its Chief Executive Officer on this 17th day of June, 2010.

By:            /s/ Vincent Browne

Name:  Vincent Browne

Title:           Chief Executive Officer

EX-10.1

Exhibit 10.1

SETTLEMENT AND GENERAL RELEASE AGREEMENT

This Settlement and General Release Agreement (“Agreement”) is entered as of June 17, 2010 into between Flint Telecom Group, Inc. (consisting of Flint Telecom Group, Inc. and its subsidiaries and affiliates) (hereinafter, altogether referred to as “Flint”), RedQuartz Atlanta, LLC (RQ) and Thomas J. Davis (“TD”) (and RQ and TD each an “Investor” and together, the “Investors”). The Investors and Flint agree as follows:

RECITALS

A.   WHEREAS, in November 2007, RQ was issued a $100,000 convertible promissory note by Flint, which was extended to September 30, 2011, and as of the date of this Agreement, Flint owes RQ $75,000 under this note; and

B.   WHEREAS, on January 29, 2009, RQ and Flint entered into a Stock and Warrant Purchase Agreement, whereby Flint sold RQ 5,454,545 shares of its common stock and warrants and in exchange, RQ agreed to invest $1,500,000 into Flint; and

C.   WHEREAS, as of the date of this Agreement, RQ invested a portion of that total amount, $500,000, into Flint, and Flint and RQ have agreed to cancel the shares and warrants as described above, and no consideration for the $500,000 investment has been paid to date; and

D.   WHEREAS, it is acknowledged and agreed by each of the parties that the $575,000 total outstanding owed was assigned by RQ to TD and shall be repaid by Flint to TD under terms as set forth in this Agreement; and

E.   WHEREAS, on or before September 30, 2008 TD invested $250,000 and Flint issued a $250,000 promissory note to TD dated September 30, 2008 and on or before November 10, 2008 TD invested another $250,000 and Flint issued a second $250,000 promissory note to TD dated November 10, 2008 (the “Notes”); and

F.   WHEREAS, TD also invested $125,000 on or before October 1, 2008 and Flint issued a $125,000 promissory note to TD dated October 1, 2008; a portion of this note, in the amount of $50,000, remains issued and outstanding and is not a part of this Agreement; the remaining $75,000 is part of this Agreement, and TD also provided such other loans to Flint from time to time from January 23, 2008 to April 22, 2009, totaling $200,000 in principal  (the “Debt”), and

G.   WHEREAS, Kelly Davis loaned $125,000 to Flint on October 1, 2008 and was issued a promissory note which has not been repaid as of the date of this agreement; this note was repaid by TD and therefore $125,000 shall be repaid by Flint to TD under terms as set forth in this Agreement; and

H.   WHEREAS, certain disputes and disagreements have arisen between the parties relating to the above investments and transactions (the “Transactions”), and the parties have entered into this Agreement to fully and finally settle all of their disputes and

disagreements, and to settle any and all claims that each of the parties may have against each other.

AGREEMENT

WHEREFORE, the parties to this Agreement hereby agree as follows:

1.   TD hereby agrees to refinance the Debt, including the repayment of any and all principal and accrued interest amounts under the Debt, and terminate the rights to all warrants and the underlying securities, as set forth in this Agreement. In the event of any conflict between this Agreement and the promissory notes, warrants or the terms of the Debt, the provisions of this Agreement shall prevail.

2.   Each of the Parties acknowledge and agree that RQ hereby assigns to TD all of its $575,000 total investment.

3.   Flint hereby agrees to pay a total of $800,000 cash to TD over a period of 20 months through equal monthly installment payments in the amount of $40,000 each commencing on or before August 31, 2010.

4.   TD hereby agrees to sell the Notes to a third party for no more than $200,000 within sixty days from the date of this Agreement.

5.   Flint hereby agrees to issue to TD 153,000 shares of Flint’s Series F Convertible Preferred Stock as of the effective date of this Agreement, a copy of the Certificate of Designation of the Series F Convertible Preferred Stock is attached hereto as Exhibit A, and includes the following terms: (i) convertible into common stock commencing January 1, 2011, (ii) carrying a cumulative dividend of 14% per annum and (iii) convertible at a 20% discount to the market price at time of conversion, subject to a floor price of $0.0500 per share.

6.   TD hereby agrees to execute the Voting Agreement attached hereto and incorporated herein as Exhibit B.

7.   TD and all other plaintiffs hereby agree to file an executed Dismissal without Prejudice of the complaint filed against Flint and all other defendants.

8.   Subject to full performance by Flint, as set forth herein, the above Sections of this Agreement is for full settlement of any and all claims each of the Investors may have, now or in the future, against Flint and its Releasees with respect to the subject matter herein, and for the release, as set forth below.  Each of the Investors shall be responsible for payment of all taxes related to receipt of the consideration hereunder. A full accounting of all of the loans due and payments to be made as per this Agreement is attached hereto as Exhibit C.

9.   Upon full performance by Flint of all obligations hereunder, including payments in full , issuance of the shares, and payment of the other debt as set forth herein,  each of the Investors hereby releases, waives and forever discharges, individually and collectively,

Flint and its current or former officers, directors, employees, agents, affiliates, predecessors, successors, assigns, subsidiaries and all persons acting through or with them (hereinafter collectively referred to as “Releasees”), from any and all claims, rights, demands, liabilities, causes of action, losses, counterclaims, obligations, third party claims, costs or expenses (including attorneys’ fees) of any kind whatsoever, known or unknown, fixed or contingent, suspected or unsuspected, that the Investors may now have or has ever had against Releasees. This release includes, without limitation, all claims relating to any contract between any of the Investors or Releasees, whether express or implied, and its termination or breach; any and all claims relating to or arising from any consulting relationship with the Releasees; any claims for misrepresentation, fraud, or breach of any covenant of good faith and fair dealing; and any and all claims related to or in any manner incidental to each of the Investors’ relationship with the Releasees, or by reason of any matter, cause or thing arising out of or relating to the Transactions.  Notwithstanding anything in this Section 12, it is hereby agreed and acknowledged that this Section 12 shall not be applicable to any claim, rights, demands, losses, liabilities, damages, obligations, costs or expenses (including attorneys’ fees) arising out of a breach of this Agreement.

This release also expressly includes any and all claims relating to, or arising from, each of the Investors’ right to purchase, or actual purchase of any securities of Flint or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law.

It is expressly understood and agreed by the parties that this Agreement is in full accord, satisfaction and discharge of any and all claims by each of the Investors against Releasees (other than as set forth herein), and that this Agreement has been signed with the express intent of extinguishing all such claims.

Flint hereby releases, waives and forever discharges, individually and collectively, TD and his employees, agents, affiliates, predecessors, successors, assigns, and all persons acting through or with him (hereinafter collectively referred to as “ TD Releasees”), from any and all claims, rights, demands, liabilities, causes of action, losses, counterclaims, obligations, third party claims, costs or expenses (including attorneys’ fees) of any kind whatsoever, known or unknown, fixed or contingent, suspected or unsuspected, that Flint may now have or has ever had against TD Releasees. This release includes, without limitation, all claims relating to any contract between Flint and any of the Investors or Releasees, whether express or implied, and its termination or breach; any and all claims relating to or arising from any consulting relationship with the TD Releasees; any claims for misrepresentation, fraud, or breach of any covenant of good faith and fair dealing; and any and all claims related to or in any manner incidental to each of the Investors’ relationship with the TD Releasees, or by reason of any matter, cause or thing arising out of or relating to the Transactions.

10.   Notwithstanding anything in Sections 8 or 9 above, nothing in this Agreement shall be construed to affect or impair in any way the ability of TD to enforce this Agreement in whole or in part and the terms of this Agreement and the accompanying Note and other

documents and instruments shall specifically not be considered the same subject matter as the claims being settled herein.

11.   Each of the Investors agrees and acknowledges that none of the Flint common shares or other securities that are issued hereunder or any of the Investors current ownership of such securities 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 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.

12.   Flint agrees and acknowledges that the Transactions and all intended issuances of securities under this Agreement, including, with limitation, the restricted common stock and promissory notes to TD are exempt from registration requirements under the Securities Act of 1933, and that any and all necessary filings under federal or applicable state securities laws have been made by it to effectuate the Transactions and intended issuances under this Agreement.

13.   By entering into this Agreement, no party is admitting the sufficiency of any claim, allegation, assertion, contention or position of any other party, nor the sufficiency of any defense to any such claim, allegation, assertion, contention or position.  The Parties have entered into this Agreement in good faith and with a desire to forever settle all claims relating to the Transactions.

14.   Each of the Parties understand and hereby agree that this settlement is in compromise of a disputed claim, that the Releases given are not to be construed as an admission of liability on the part of the party or parties hereby released, that the parties deny any liability on their respective parts, and that the parties hereto, by entering into this Agreement, attempt merely to avoid costly and lengthy litigation.

15.   Any controversy or claim of any kind arising out of or relating to this Agreement or its breach, including but not limited to any claim relating to its validity, interpretation, or enforceability, shall be submitted to binding arbitration in the State of Florida, in accordance with the Arbitration Rules of the American Arbitration Association (“AAA”). Each of the Investors and the Company agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award.  Each of the Investors and the Company agree that the prevailing party in any arbitration shall be awarded its reasonable attorney's fees and costs.  EACH OF THE INVESTORS AND FLINT ACKNOWLEDGE AND AGREE THAT BY SIGNING THIS AGREEMENT, EACH OF THE INVESTORS AND FLINT HAVE VOLUNTARILY ELECTED TO ARBITRATE ALL ARBITRABLE CLAIMS RATHER THAN LITIGATE THEM IN A JUDICIAL FORUM AND THAT YOU AND FLINT ARE GIVING UP THE RIGHT TO A JURY TRIAL AND TO A TRIAL IN A COURT OF LAW.

16.   Civil Code.  Each Party represents that it is not aware of any claim against the other than the claims that are released by this Agreement.  Each Party acknowledges that it has been advised by legal counsel and is familiar with the provisions of the Nevada Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Each Party, being aware of said code section, agrees to expressly waive and relinquish any right or benefit it has or may have under the Civil Code of the State of Nevada, as well as any other similar provision under the statutory or nonstatutory law of any other jurisdiction to the full extent that it may lawfully waive all such rights and benefits.

17.   This is the entire Agreement regarding the subject matter hereof and supersedes all previous and contemporaneous discussions, negotiations, agreements and understandings. No other promises or agreements have been made.

18.   In the event that any provision of this Agreement is determined to be unenforceable for any reason, the remaining provisions shall remain in full force and effect and the unenforceable provision(s) shall be interpreted and rewritten to give effect to the parties’ economic intentions.

19.   Each of the Investors acknowledges and agrees that it has been advised that this Agreement is a binding legal document. Each of the Investors further agrees that has had adequate time and a reasonable opportunity to review the provisions of this Agreement and to seek legal advice regarding all its aspects, and that in executing this Agreement each of the Investors has acted voluntarily and has not relied upon any representation made by the Flint or any of its employees or representatives regarding the Agreement’s subject matter and/or effect. Each of the Investors has read and fully understands this Agreement and voluntarily agrees to its terms.

20.   Each of the parties hereto agrees not to disclose the facts or any of the terms of this Agreement to anyone except for SEC filings, its attorney, accountant and government taxing authorities, unless required to do so by court order. Each of the parties further agrees not to make any negative or disparaging statements about any other party, its affilliates or its employees or representatives to any third party, or to disclose any information that it became aware of as a result of its relationship with a party.

21.   This Agreement may be executed via facsimile or e-mail in counterparts, and each facsimile or e-mail counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

FLINT TELECOM GROUP, INC.

By:          /s/ Vincent Browne

                Vincent Browne

Chief Executive Officer

                /s/ Thomas J. Davis

Thomas J. Davis

RedQuartz Atlanta, LLC

      By:    /s/ Thomas J. Davis

Name: Thomas J. Davis

Title:  Member

EX-10.2

Exhibit 10.2

WRAP-AROUND AGREEMENT

By and Between:

Flint Telecom Group, Inc., AS ISSUER;

AND

Thomas Davis AS Debtor;

AND

Machiavelli Ltd. or Its Assignees AS INVESTOR

_________________________________________________________________________________

Dated this: June 17, 2010

WHEREAS, the Issuer desires to fulfill debt obligations owed to Un-Debtor in the principal amount of $250,000.00 (Dollar amount of Debt) owed from November 10, 2008;

WHEREAS, the Issuer owes the Debtor $250,000.00  from a Note Attached hereto;

WHEREAS, the Issuer does not have the disposable cash to satisfy those obligations;

WHEREAS, the Issuer and the Debtor are willing to act as surety to the fulfillment of the debt assignment as a material inducement;

WHEREAS, the Investor desires to modify the existing debt structure with new terms and conditions, which reasonable terms and conditions are hereby agreed to by the Issuer and the Debtor as a material inducement;

WHEREAS, to effectuate this understanding, and facilitate in the mechanizations of the new terms and conditions, the parties agree to enter this Wrap-Around Agreement;

WHEREAS, the original Debt instrument, as defined below, shall be incorporated herein by reference; Schedule A, Resolution of Authority, Schedule B, Promissory Note, is annexed hereto and incorporated herein.

NOW WHEREFORE the following terms and conditions are hereby agreed to:

1.    Assignment of Debt- The Debtor hereby assigns half of the Debt ($125,000.00) to the Investor from the inception of the debt, together with unpaid principal and unpaid accrued interest thereon;

1.1.    The Issuer hereby accepts said assignment to the Investor;

1.2.   As consideration for the assignment, the Investor hereby renders the consideration of $50,000.00 (Fifty Thousand Dollars) in the form of a cash payment to Debtor;

1.3.   The Debt consists of $250,000.00 (Two Hundred Fifty Thousand Dollars) from a Note owed to the Debtor by the Issuer;  (November 10th 2008) (the “Debt”);

1.3.1.    The Issuer hereby agrees, acknowledges, consents and stipulates, that full consideration has been rendered for said Debt and hereby waives any and all objections thereto;

1.3.2.   The terms of the Debt are substantially similar to a line of credit in so much as:

1.3.3.   The term of the Debt is ongoing until satisfied;

1.3.4.   The Payment of the Debt shall be made by no later than two years from the date of this Agreement;

1.3.5.   Additional Consideration may come on an ongoing basis between the Investor, Debtor, and the Issuer and accrued as Debt, subject to work-out between all parties.

1.4 THE ISSUER HEREBY AGREES TO BE LIABLE WITH FULL RECOURSE IN THE EVENT OF DEFAULT TO INVESTOR;

2.   Modification of Terms and Conditions – The terms of this wrap-Around Agreement shall govern   and supersede the original Debt instrument. If at all possible, these two instruments, this wrap-Around Agreement and the original debt agreement, their terms and conditions therein, respectively, should be read in a manner whose interpretation results in a harmonious and synergistic result. Failing the harmonious interpretation, if any terms in these agreements shall be found to be irreconcilable, the terms in this instant Wrap-Around Agreement shall govern and control the Debt Instrument.

2.1 Convertibility – The terms and conditions of the underlying Debt shall be so modified or amended as to include a convertibility provision allowing the Investor to convert into common voting stock ninety days after the effective date of this Agreement (the “Conversion Shares”) at the price of 20% discount of the average closing price over the five trading days prior to the day of conversion (the “Conversion Price”).

2.1.1 Fractional Conversion – This wrap-Around Agreement shall be convertible in whole or in part into Conversion Shares. The remaining balance of the Debt shall continue to accrue interest and inure normally.

2.2. Interest Rate – No interest shall apply to the Note.

2.3. Call Provision – The Issuer shall have the rights to repurchase all remaining Debt at 130% of the Debt, within the first year of the execution hereof, and 115% thereafter

2.4. Anti-Dilution -  Will not apply to this Debt.

2.5. Default Provisions – If the Issuer Shall suffer a material adverse event, the Investor shall have the right to call for adequate assurances from the Issuer reasonable and prudent as circumstances warrant. Failure to produce such adequate assurances within a reasonable period of time shall result in default.

2.5.1 EXAMPLES OF MATERIAL ADVERSE EVENT: a) deregistration by the Issuer, either voluntary or involuntary; b) bankruptcy, a meeting of creditors, or the consultation of an attorney regarding bankruptcy.

2.5.2 Entrance in Default – Upon a default event, the Issuer shall be liable for the remaining Debt.,

2.5.3. Default Interest – Upon a default event, the interest rate shall be 15.00% per annum, compounded, effective retroactively since the inception of this agreement, less any converted amount, calculated as any conversion shares will be offset against the Debt nearest in time.

2.5.4 Nonpayment – any missed conversion, or several missed conversions shall constitute a default event.

2.6 Denovo of Debt and Extension of Payment Period – The Issuer hereby renews and affirms the debt as a legally binding obligation, regardless of any termination date or statute of limitation, and hereby extends the Debt for 2 years from the execution hereof, or the depletion and satisfaction of the Debt with all accrued interest thereon, if applicable.

2.7. Transfer Agent Irrevocable Instructions – The Issuer hereby irrevocably instructs their Transfer Agent, current or successor, to issue said conversion shares upon request by Investor and waives all objections thereto.

2.8. Notwithstanding anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Investor upon conversion of the underlying Debt (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such conversion, the total number of shares of Common Stock then beneficially owned by such Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Investor’s for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder.

2.9. Jurisdiction and Venue – All Parties hereto consent to the Debt instrument and resultant Wrap-Around Agreement having jurisdiction within the State of Florida, County of Seminole.

2.10. Legal Opinion(s) – The Legal Opinion(s) rendered pursuant to the terms and conditions, and resultant from this Wrap-Around Agreement, shall be construed for the entire conversion process of the Debt, should full conversion occur. Issuer and Debtor hereby agree, acknowledge, accept, consent, and stipulate that any Legal Opinion acceptable to the Investor in a timely fashion, then the Investor shall have the right to cause to be furnished their own Legal Opinion and Issuer and Debtors hereby waives all rights to object thereto except for blatant and generally accepted misstatements or omissions of fact, law or application thereof. The costs of the Legal Opinion (or Legal Opinions, as there may be several) shall be deducted from the funds used to purchase the first tranche and/or are to be paid by the Issuer.

3. Representation and Warranties –

3.1. Issuer- The Issuer hereby represents and warrants the following material inducements:

3.1.1. Hold a Special Shareholders’ Meeting to approve an amendment to its Articles of Incorporation to increase its total authorized common stock from 200,000,000 to 900,000,000 and thereafter, upon shareholder approval and the filing of such an amendment to its Articles of Incorporation with the Secretary of State of Nevada, hold a reserve of authorized shares for the issuance of conversion shares;

3.1.2. The Issuer has no objection to, and hereby waives all objections, to a reasonable legal opinion regarding the free trading nature of the conversion shares or the mechanics of the transaction;

3.1.3. All services constituting the Debt have been fully rendered for legitimate business purposes;

3.1.4      The Issuer will if necessary furnish a legal opinion regarding the free trading nature of the conversion shares and the mechanics thereof.

3.2. Debtor – The Debtor hereby represents and warrants the following material inducements;

3.2.1.                      The services constituting the debt have been fully rendered for legitimate business purposes.

3.3           Investor – The Investor hereby represents and warrants the following material inducements;

3.2.1   Accredited Investor Status.  The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

3.2.2  Reliance on Exemptions.  The Investor understands that the securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Issuer is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the securities.

3.2.3  Short sales.  The Investor shall not sell short the common shares of the Issuer.

3.2.3           The Investor agrees and acknowledges that none of Issuer’s common shares or other securities that are issued hereunder or any of the Investor’s current ownership of such securities 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 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.  Additionally, Investor acknowledges and agrees that it may only sell a maximum amount of common shares per month not to exceed the weekly average trading volume of Issuer’s common stock in the prior month.

4.           Miscellaneous

4.1           Execution – this Agreement may be executed in counterparts, each taken in conjunction equating to a fully executed agreement; facsimile and scanned signatures may be accepted in lieu of original manual signatures;

4.2           Severability-This Agreement is not severable. If any term in this Wrap-Around Agreement is found by a court of competent jurisdiction to be unenforceable, then the entire Wrap-Around Agreement shall be rescinded, the consideration proffered by the Investor shall be returned in its entirety and any conversion shares shall be forfeit.

4.3           Legal fees –The cost of any Legal Opinion caused to be furnished by the Investor in the event the Issuer fails to render a Legal opinion acceptable to the Investor, which acceptance thereof shall not be unreasonably withheld, shall be borne by the Issuer, and such cost shall not exceed $500.

4.4           Jurisdiction and Venue –The jurisdiction and venue for this Wrap-Around agreement shall be within the state of Florida, County of Seminole.

4.5.           Modification – This Wrap-Around Agreement and debt may only be modified in a writing signed by all Parties.

Signature Page To Follow

NOW THEREFORE, all the Parties hereby agree, accept, acknowledge, consent, and stipulate to the terms and conditions contained herein for the mutual promise and consideration stated herein:

“ISSUER”                                                                           “DEBTOR”

Flint Telecom Group, Inc.

/s/ Vincent Browne                                                          /s/ Thomas Davis

Signature                                                                           Signature

Vincent Browne                                                               Thomas Davis

Print Name and Title                                                        Print Name

“INVESTOR”

Machiavelli Ltd.

/s/ Joseph C. Canouse

Joseph C. Canouse, Managing Director.

EX-10.3

Exhibit 10.3

WRAP-AROUND AGREEMENT

By and Between:

Flint Telecom Group, Inc., AS ISSUER;

AND

Thomas Davis AS Debtor;

AND

Jahoco LLC or Its Assignees AS INVESTOR

_________________________________________________________________________________

Dated this: June 17, 2010

WHEREAS, the Issuer desires to fulfill debt obligations owed to Un-Debtor in the principal amount of $250,000.00 (Dollar amount of Debt) owed from November 10, 2008;

WHEREAS, the Issuer owes the Debtor $250,000.00  from a Note Attached hereto;

WHEREAS, the Issuer does not have the disposable cash to satisfy those obligations;

WHEREAS, the Issuer and the Debtor are willing to act as surety to the fulfillment of the debt assignment as a material inducement;

WHEREAS, the Investor desires to modify the existing debt structure with new terms and conditions, which reasonable terms and conditions are hereby agreed to by the Issuer and the Debtor as a material inducement;

WHEREAS, to effectuate this understanding, and facilitate in the mechanizations of the new terms and conditions, the parties agree to enter this Wrap-Around Agreement;

WHEREAS, the original Debt instrument, as defined below, shall be incorporated herein by reference; Schedule A, Resolution of Authority, Schedule B, Promissory Note, is annexed hereto and incorporated herein.

NOW WHEREFORE the following terms and conditions are hereby agreed to:

1.    Assignment of Debt- The Debtor hereby assigns half of the Debt ($125,000.00) to the Investor from the inception of the debt, together with unpaid principal and unpaid accrued interest thereon;

1.1.    The Issuer hereby accepts said assignment to the Investor;

1.2.   As consideration for the assignment, the Investor hereby renders the consideration of $50,000.00 (Fifty Thousand Dollars) in the form of a cash payment to Debtor;

1.3.   The Debt consists of $250,000.00 (Two Hundred Fifty Thousand Dollars) from a Note owed to the Debtor by the Issuer;  (November 10th 2008) (the “Debt”);

1.3.1.    The Issuer hereby agrees, acknowledges, consents and stipulates, that full consideration has been rendered for said Debt and hereby waives any and all objections thereto;

1.3.2.   The terms of the Debt are substantially similar to a line of credit in so much as:

1.3.3.   The term of the Debt is ongoing until satisfied;

1.3.4.   The Payment of the Debt shall be made by no later than two years from the date of this Agreement;

1.3.5.   Additional Consideration may come on an ongoing basis between the Investor, Debtor, and the Issuer and accrued as Debt, subject to work-out between all parties.

1.4 THE ISSUER HEREBY AGREES TO BE LIABLE WITH FULL RECOURSE IN THE EVENT OF DEFAULT TO INVESTOR;

2.   Modification of Terms and Conditions – The terms of this wrap-Around Agreement shall govern   and supersede the original Debt instrument. If at all possible, these two instruments, this wrap-Around Agreement and the original debt agreement, their terms and conditions therein, respectively, should be read in a manner whose interpretation results in a harmonious and synergistic result. Failing the harmonious interpretation, if any terms in these agreements shall be found to be irreconcilable, the terms in this instant Wrap-Around Agreement shall govern and control the Debt Instrument.

2.1 Convertibility – The terms and conditions of the underlying Debt shall be so modified or amended as to include a convertibility provision allowing the Investor to convert into common voting stock ninety days after the effective date of this Agreement (the “Conversion Shares”) at the price of 20% discount of the average closing price over the five trading days prior to the day of conversion (the “Conversion Price”).

2.1.1 Fractional Conversion – This wrap-Around Agreement shall be convertible in whole or in part into Conversion Shares. The remaining balance of the Debt shall continue to accrue interest and inure normally.

2.2. Interest Rate – No interest shall apply to the Note.

2.3. Call Provision – The Issuer shall have the rights to repurchase all remaining Debt at 130% of the Debt, within the first year of the execution hereof, and 115% thereafter

2.4. Anti-Dilution -  Will not apply to this Debt.

2.5. Default Provisions – If the Issuer Shall suffer a material adverse event, the Investor shall have the right to call for adequate assurances from the Issuer reasonable and prudent as circumstances warrant. Failure to produce such adequate assurances within a reasonable period of time shall result in default.

2.5.1 EXAMPLES OF MATERIAL ADVERSE EVENT: a) deregistration by the Issuer, either voluntary or involuntary; b) bankruptcy, a meeting of creditors, or the consultation of an attorney regarding bankruptcy.

2.5.2 Entrance in Default – Upon a default event, the Issuer shall be liable for the remaining Debt.,

2.5.3. Default Interest – Upon a default event, the interest rate shall be 15.00% per annum, compounded, effective retroactively since the inception of this agreement, less any converted amount, calculated as any conversion shares will be offset against the Debt nearest in time.

2.5.4 Nonpayment – any missed conversion, or several missed conversions shall constitute a default event.

2.6 Denovo of Debt and Extension of Payment Period – The Issuer hereby renews and affirms the debt as a legally binding obligation, regardless of any termination date or statute of limitation, and hereby extends the Debt for 2 years from the execution hereof, or the depletion and satisfaction of the Debt with all accrued interest thereon, if applicable.

2.7. Transfer Agent Irrevocable Instructions – The Issuer hereby irrevocably instructs their Transfer Agent, current or successor, to issue said conversion shares upon request by Investor and waives all objections thereto.

2.8. Notwithstanding anything to the contrary contained herein, the number of Conversion Shares that may be acquired by the Investor upon conversion of the underlying Debt (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such conversion, the total number of shares of Common Stock then beneficially owned by such Investor and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Investor’s for purposes of Section 13(d) of the 1934 Act, does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder.

2.9. Jurisdiction and Venue – All Parties hereto consent to the Debt instrument and resultant Wrap-Around Agreement having jurisdiction within the State of Florida, County of Seminole.

2.10. Legal Opinion(s) – The Legal Opinion(s) rendered pursuant to the terms and conditions, and resultant from this Wrap-Around Agreement, shall be construed for the entire conversion process of the Debt, should full conversion occur. Issuer and Debtor hereby agree, acknowledge, accept, consent, and stipulate that any Legal Opinion acceptable to the Investor in a timely fashion, then the Investor shall have the right to cause to be furnished their own Legal Opinion and Issuer and Debtors hereby waives all rights to object thereto except for blatant and generally accepted misstatements or omissions of fact, law or application thereof. The costs of the Legal Opinion (or Legal Opinions, as there may be several) shall be deducted from the funds used to purchase the first tranche and/or are to be paid by the Issuer.

3. Representation and Warranties –

3.1. Issuer- The Issuer hereby represents and warrants the following material inducements:

3.1.1. Hold a Special Shareholders’ Meeting to approve an amendment to its Articles of Incorporation to increase its total authorized common stock from 200,000,000 to 900,000,000 and thereafter, upon shareholder approval and the filing of such an amendment to its Articles of Incorporation with the Secretary of State of Nevada, hold a reserve of authorized shares for the issuance of conversion shares;

3.1.2. The Issuer has no objection to, and hereby waives all objections, to a reasonable legal opinion regarding the free trading nature of the conversion shares or the mechanics of the transaction;

3.1.3. All services constituting the Debt have been fully rendered for legitimate business purposes;

3.1.4      The Issuer will if necessary furnish a legal opinion regarding the free trading nature of the conversion shares and the mechanics thereof.

3.2. Debtor – The Debtor hereby represents and warrants the following material inducements;

3.2.1.                      The services constituting the debt have been fully rendered for legitimate business purposes.

3.3           Investor – The Investor hereby represents and warrants the following material inducements;

3.2.1   Accredited Investor Status.  The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

3.2.2  Reliance on Exemptions.  The Investor understands that the securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Issuer is relying upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the securities.

3.2.3  Short sales.  The Investor shall not sell short the common shares of the Issuer.

3.2.3           The Investor agrees and acknowledges that none of Issuer’s common shares or other securities that are issued hereunder or any of the Investor’s current ownership of such securities 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 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.  Additionally, Investor acknowledges and agrees that it may only sell a maximum amount of common shares per month not to exceed the weekly average trading volume of Issuer’s common stock in the prior month.

4.           Miscellaneous

4.1           Execution – this Agreement may be executed in counterparts, each taken in conjunction equating to a fully executed agreement; facsimile and scanned signatures may be accepted in lieu of original manual signatures;

4.2           Severability-This Agreement is not severable. If any term in this Wrap-Around Agreement is found by a court of competent jurisdiction to be unenforceable, then the entire Wrap-Around Agreement shall be rescinded, the consideration proffered by the Investor shall be returned in its entirety and any conversion shares shall be forfeit.

4.3           Legal fees –The cost of any Legal Opinion caused to be furnished by the Investor in the event the Issuer fails to render a Legal opinion acceptable to the Investor, which acceptance thereof shall not be unreasonably withheld, shall be borne by the Issuer, and such cost shall not exceed $500.

4.4           Jurisdiction and Venue –The jurisdiction and venue for this Wrap-Around agreement shall be within the state of Florida, County of Seminole.

4.5.           Modification – This Wrap-Around Agreement and debt may only be modified in a writing signed by all Parties.

Signature Page To Follow

NOW THEREFORE, all the Parties hereby agree, accept, acknowledge, consent, and stipulate to the terms and conditions contained herein for the mutual promise and consideration stated herein:

“ISSUER”                                                                           “DEBTOR”

Flint Telecom Group, Inc.

/s/ Vincent Browne   /s/ Thomas Davis

Signature                                                                           Signature

Vincent Browne                                                               Thomas Davis

Print Name and Title                                                        Print Name

“INVESTOR”

JAHOCO LLC

/s/ James P. Canouse

James P. Canouse, Managing Director.