SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

FLINT TELECOM GROUP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

339670 10 1

(CUSIP Number)

Ronald L. Brown, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201

(214) 659-4400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 29, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Name of Reporting Persons
	China Voice Holding Corp.
2	Check the Appropriate Box if a Member of a Group			(a) o
				(b) x
3	SEC USE ONLY
4	Source of Funds
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)			£
6	Citizenship or Place of Organization
	Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7	Sole Voting Power
			21,000,000
		8	Shared Voting Power
			-0-
		9	Sole Dispositive Power
			21,000,000
		10	Shared Dispositive Power
			-0-
11	Aggregate Amount Beneficially Owned by Each Reporting Person
	21,000,000
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares			£
13	Percent of Class Represented by Amount in Row (11)
	23.4%
14	Type of Reporting Person (See Instructions)
	CO

SCHEDULE 13D
Filed Pursuant to Rule 13d-1

Item 1. Security and Issuer

This Statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”) of Flint Telecom Group, Inc., a Nevada corporation (the “Issuer”) and is being filed by China Voice Holding Corp., a Nevada corporation (the “Reporting Person”). The Issuer’s principal executive offices are located at 327 Plaza Real, Suite 319, Boca Raton, Florida 33432.

Item 2. Identity and Background

(a)  Name. The name of the Reporting Person is China Voice Holding Corp. The Reporting Person is a publicly owned, reported and traded Corporation.

(b)  Business Address. The business address for the Reporting Person is 327 Plaza Real, Suite 319, Boca Raton, Florida 33432

(c)  Occupation and Employment. The Reporting Person is a telecommunications holding company.

          (d) and (e) Proceedings. During the previous five (5) years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has the Reporting Person been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

            (f)  Citizenship. The Reporting Person is a Nevada corporation.

Item 3. Source of Amount of Funds or Other Consideration.

The Reporting Person is the beneficial owner of 21,000,000 shares (the “Shares”) of the Issuer’s Common Stock which it acquired on January 29, 2009, in a private transaction in which five wholly-owned subsidiaries of Issuer merged with six wholly-owned subsidiaries of Reporting Person in exchange for 21,000,000 shares of Issuer’s restricted common stock and $1,500,000 in cash, $500,000 of which was paid at the Closing and the remaining $1,000,000 to be paid in two installments of $500,000 each on February 12, 2009 and March 31, 2009, pursuant to a definitive Agreement and Plan of Merger dated January 29, 2009 by and among Issuer, Flint Acquisition corps. (A-E), each a wholly-owned subsidiary of Issuer, Reporting Person, CVC Int’l Inc., Cable and Voice Corporation, StarCom Alliance Inc., Dial-Tone Communication Inc., and Phone House Inc. of Florida and California, each a wholly-owned subsidiary of Reporting Person and collectively referred to as the “Targets” (the “Merger Agreement”).

Of the 21,000,000 shares, 6,300,000 shares of Restricted Common Stock of Issuer will be held in Escrow until January 29, 2011. The number of Escrowed shares may be reduced if the U.S. Subsidiaries do not realize sales and gross profits for the six months ended August 31, 2009 equal to 85% of the annualized sales and gross profits realized in the Quarter ended September 30, 2008, or if there are material misstatements in the Reporting Person’s representations. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is described in Item 7.

Item 4. Purpose of Transaction

The Shares were acquired by the Reporting Person for investment purposes. The Reporting Person intends to periodically review its investment in the Issuer and, based on a number of factors, including the Reporting Person’s evaluation of the Issuer’s business prospects and financial condition, the market for the Issuer’s shares, general economic and stock market conditions and other investment opportunities, the Reporting Person may acquire additional securities of the Issuer or dispose of the shares of Common Stock reported herein through open market or privately negotiated transactions.

As part of the closing of the transaction and in addition to the issuance of the common stock and cash paid as noted above, Issuer also acquired 15,000,000 shares of restricted common stock of Reporting Person in exchange for $1,500,000, $750,000 of which will be paid on February 27, 2009 and the remaining $750,000 to be paid on April 30, 2009, pursuant to a definitive Stock Purchase Agreement dated January 29, 2009 by and among Issuer and Reporting Person. Additionally, Issuer issued a Promissory Note to Reporting Person dated January 29, 2009, in the amount of $7,000,000, pursuant to which Issuer is obligated to make payments as follows: $2,333,333.33 on or before December 31, 2009; $2,333,333.33 on or before July 31, 2010; and $2,333,333.34, plus any remaining balance due on the Note on or before December 31, 2010 (the “Note”). The Note shall not bear any interest pre-default. The Note will bear interest at eighteen percent (18%) per year for any period of time when a payment is past due. The 15,000,000 shares of Reporting Person restricted common stock so acquired are attached to the Note as collateral, pursuant to a Security Agreement. The foregoing description of the Stock Purchase Agreement, Note and Security Agreement are qualified in their entirety by reference to the full text of the Stock Purchase Agreement, Note and Security Agreement, which are described in Item7.

The Reporting Person does not have any current plans or proposals which would relate to or would result in:

• any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries beyond the Merger Agreement;

• a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;

• any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; provided, however, that as a result of the Merger Agreement, two of the Reporting Person’s Officers whose responsibilities covered U.S. Operations, Jose Ferrer, Chief Operating Officer, and John Iacovelli, Chief Information Officer, will depart from Reporting Person’s employment to become employees of Issuer. In addition, CEO Bill Burbank, who has been directing both U.S. and China operations for Reporting Person, will continue to lead the U.S. operations as President of Issuer. Mr. Burbank will also remain as CEO of Reporting Person, continuing to manage Issuer’s China operations and overall business.

• any material change in the present capitalization or dividend policy of the Issuer;

• any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy forwhich a vote is required by Section 13 of the Investment Company Act of 1940;

• changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

• causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorize to be quoted in an inter-dealer quotation system of a registered national securities association;

• a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

• any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a)	Aggregate Number and Percentage of Securities. The Reporting Person is the beneficial owner of 21,000,000 shares of Common Stock of the Issuer, representing approximately 23.4% of the class.
(b)	Power to Vote and Dispose. The Reporting Person has sole voting and dispositive power over the shares identified in response to Item 5(a) above.
(c)	Transactions Within the Past 60 Days. Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer’s securities, including its shares of Common Stock, within sixty (60) days preceding the date hereof.
(d)	Certain Rights of Other Persons. Not applicable.
(e)	Date Ceased to be a 5% Owner. Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described herein on the exhibits attached hereto, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

Item 7. Material to Be Filed as Exhibits

*	Exhibit 1 – Agreement and Plan of Merger and Reorganization
*	Exhibit 2 – Stock Purchase Agreement
	Exhibit 3 – Promissory Note
	Exhibit 4 – Security Agreement
*	- Incorporated by reference to Reporting Person’s Form 8-K filed with the Commission on February 2, 2009

After reasonable inquiry, and to the best of the Reporting Person’s knowledge and belief, the undersigned certifies that the information set forth in this Schedule is true, complete and correct.

Date: February 3, 2009	CHINA VOICE HOLDING CORP.
	/s/Bill Burbank
	Bill Burbank, President

Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. § 1001).

EX-99.1

FLINT TELECOM GROUP, INC.
PROMISSORY NOTE

$7,000,000  January 29, 2009

FOR VALUE RECEIVED, Flint Telecom Group, Inc., a Nevada corporation (the “Maker”), promises to pay to the order of China Voice Holding Corp, A Nevada Corporation (the “Payee”), in lawful money of the United States of America, the principal sum of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) (the “Principal Amount”) on the terms set forth below (the “Note”). The Note shall not bear any interest pre-default; The Note will bear interest at Eighteen percent (18%) per year for any period of time when a payment is past due.

The Note is made in connection with that certain Stock Purchase Agreement dated January 29, 2009 between Maker and Payee (the “Investment Agreement”).

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 4 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 Maker 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.

2.     Payment of the Note - Principal and Interest.

(a)     Payment Schedule. Maker shall pay the Note as follows: a payment of $2,333,333.33 on or before December 31, 2009; a payment of $2,333,333.33 on or before July 31, 2010, and a payment of $2,333,333.34, plus any remaining balance due on the Note on or before December 31, 2010.

(b)     Payment on an Event of Default. 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 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.

(c)     Prepayment. The Maker may make optional prepayments of principal on this Note without penalty or premium at any time or from time to time, provided that any such prepayment shall be accompanied by the payment of accrued and unpaid interest on the amount being prepaid through the date of the prepayment. All prepayments on this Note, whether voluntary or mandatory, shall be credited first against accrued and unpaid interest and the balance shall be credited against unpaid principal.

3.     Security. As security for the performance of Maker’s obligations hereunder, Maker hereby grants to Payee a security interest in and to 15,000,000 shares of common stock of China Voice Holding Corp., issued pursuant to that certain Stock Purchase Agreement by and among Maker and Payee (the “Collateral”).

As each payment is made on the Note, security will be reduced proportionally to the amount of Note repaid. By way of example, when the first scheduled repayment is made then security against the Note will be 10,000,000 shares of CHVC and so on until all repayments are made. Maker will be free to use the 5,000,000 shares released on each payment date at its sole discretion.

4.      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 Maker by the Holder.

(b)     If the Maker shall dissolve, liquidate or wind up its affairs or sell substantially all of its assets.

(c)     If the Maker breaches any of its representations, warranties, covenants or agreements set forth in the Stock Purchase Agreement and such breach shall not be cured within 30 days after written notice thereof shall have been given to the Maker by the Holder.

(d)     Attachment or similar process of execution is levied against a material portion of the Maker’s assets and such process is not terminated and any orders issued pursuant thereto canceled within 90 calendar days.

(e)     The Maker is in material breach of any provision of this Note, which breach (other than a breach described in Section 4(a) and 4(d) above) continues for more than 30 calendar days following written notice to the Maker by the Holder. In the case of a monetary breach the Maker shall be in default if the breach is not cured in ten (10) days.

If an Event of Default occurs, the entire unpaid principal balance and the accrued and unpaid interest shall be due and payable immediately.

5.      Loss or Mutilation of Note.

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

6.      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.

7.     No Usurious Interest.

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” 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.

8.      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:

327 Plaza Real, Suite 319,

Boca Raton, Florida 33432

Fax: (561) 394-2906

if to the Maker to:

General Counsel

Flint Telecom Group, Inc.

3390 Peachtree Rd. NE, Suite 1000

Atlanta, Georgia 30326

Fax: (404) 969-3601

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).

9.     Final Contract.

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.

10.     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.

11.     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 Florida, 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 located in Florida, 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.

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

EX-99.2

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made and entered into by and between Flint Telecom Group, Inc., a Nevada Corporation (“Debtor”), and CHINA VOICE HOLDING CORP., a Nevada Corporation, (“Secured Party”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Debtor hereby grants to Secured Party a security interest in and to the Collateral, as herein defined, and in connection therewith the parties hereby agree as follows:

Collateral. To secure payment of the “Indebtedness”, as herein defined, Debtor hereby assigns, transfers and sets over to Secured Party, and grants to Secured Party, a security interest in and to 15,000,000 shares of Common Stock of China Voice Holding Corp. and any proceeds from the sale or other disposition (“Collateral”). Certificates evidencing the shares of common stock described herein shall be held by an escrow agent appointed by Secured Party.

Indebtedness. The term “Indebtedness” as used herein, shall mean Debtor’s obligations now existing or hereinafter arising as a result of Debtor’s execution, as “Maker” of those certain Promissory Notes dated January 29, 2009 in the original principal amount of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00) payable to the order of Secured Part (“Note”); and, (b) all rearrangements, increases, renewals and extensions of the Notes.

Representations of Debtor. Debtor represents, warrants and agrees as follows:

a.     No financing statement or other instrument of hypothecation covering the Collateral or its proceeds is on file in any public office except in favor of Secured Party; except for the security interest granted by this Security Agreement, there is no lien, security interest or encumbrance in or on the Collateral; and Debtor is the true and lawful owner of the Collateral.

b.     The Collateral will not be sold or transferred, and will not be pledged or made subject to a security agreement without the prior written consent of Secured Party.

c.     Debtor will sign and execute alone or with Secured Party any financing statement or other document or procure any document, and pay all costs in connection therewith necessary to protect the security interest under this Security Agreement against the rights or interests of third persons.

d.     Debtor will, at Debtor’s own expense, do, make, procure, execute and deliver all acts, things, writings and assurances as Secured Party may at any time reasonably request to protect, assure or enforce the interests, rights and remedies of Secured Party created by, provided in or emanating from this Security Agreement.

e.     Until such time as the Notes are paid in full, the Debtor will honor the terms and conditions of any other written agreements entered into with the Secured Party.

f.     Debtor will, when due, pay all taxes and assessments relating to the Collateral.

Uniform Commercial Code. This Security Agreement shall constitute a valid and binding security agreement under the Uniform Commercial Code - Secured Transactions (herein called the “Code”) creating in favor of Secured Party, until the Indebtedness is fully paid, a first and prior security interest in and to the Collateral. Accordingly, Debtor hereby acknowledges unto Secured Party that Secured Party shall have, in addition to any and all other rights, remedies and recourses afforded to Secured Party under this Security Agreement or the Instruments, all rights, remedies and recourses afforded to secured parties by the Code.

Default by Debtor. There will be a default under this Security Agreement upon the happening of any of the following events or conditions which is not cured within any applicable cure periods contained in the Note or any instruments securing the Note (herein called an “Event of Default”):

a.     If any Indebtedness secured by this Security Agreement, either principal or interest, is not paid when due, subject to any notice and cure provisions provided for in the Note.

b.     If the Debtor shall fail to comply with any of the Debtor’s covenants or undertakings in any agreement, instrument or other document between the Debtor and the Secured Party, subject to any notice and cure provisions provided for therein.

c.     If Debtor shall fail to comply with any of Debtor’s covenants or agreements herein and such failure remains uncured for ten (10) days after receipt of written notice from the Secured Party.

d.     If an order, non-appealable judgment or decree is entered by any court of competent jurisdiction, upon the application of a creditor or otherwise, adjudicating Debtor as bankrupt or insolvent or approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or any substantial part of Debtor’s assets and same remains in effect for more than sixty (60) days.

e.     If any warranty, representation or statement contained in this Security Agreement, or any agreement, instrument or other document made or furnished to Secured Party by or on behalf of Debtor in connection with this Security Agreement is proven under applicable law to have been false in any material respect when made or furnished.

Remedies.

a.     When an Event of Default occurs, and at any time thereafter, Secured Party may declare all or a part of the Indebtedness immediately due and payable and may proceed to enforce payment of same and to exercise any and all of the rights and remedies provided by the Code, as well as all other rights and remedies possessed by Secured Party under this Security Agreement or otherwise at law or in equity. Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at any place to be designated by Secured Party which is reasonably convenient to both parties. For purposes of the notice requirements of the Code, Secured Party and Debtor agree that notice given at least five (5) days prior to the related action hereunder is reasonable. Secured Party shall be entitled to immediate possession of the Collateral and all books and records evidencing same and shall have authority to enter upon any premises,

upon which said items may be situated, and remove same therefrom. Expenses of retaking, holding, preparing for sale, selling, or the like (“Collection Costs”), shall include, without limitation, Secured Party’s reasonable attorneys’ fees and all such expenses shall be recovered by Secured Party before applying the proceeds from the disposition of the Collateral toward the Indebtedness. To the extent allowed by the Code, Secured Party may use Secured Party’s discretion in applying the proceeds of any disposition of the Collateral to the Collection Costs or to the Indebtedness, and Debtor will remain liable for any deficiency remaining after such disposition. All rights and remedies of Secured Party hereunder are cumulative and may be exercised singly or concurrently. The exercise of any right or remedy will not be a waiver of any other.

b.     Secured Party, in addition to the rights and remedies provided for in the preceding subparagraph, shall have all the rights and remedies of a secured party under the Uniform Commercial Code as adopted by the state where the Collateral is located at the date of any such Event of Default, and Secured Party shall be entitled to all such other rights and remedies as may now or hereafter exist at law or in equity for the collection of the Indebtedness and the enforcement of the covenants herein and the foreclosure of the security interest created hereby and to resort to any remedy provided hereunder or provided by the Uniform Commercial Code as adopted in the state where the Collateral is located at the date of an Event of Default, or by any other law of such state, shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies.

c.     Secured Party may remedy any default, without waiving same, or may waive any default without waiving any prior or subsequent default.

Secured Party’s Rights.

a.     The Secured Party is authorized to file a financing statement or statements.

b.     Upon the occurrence of an Event of Default, Secured Party may execute, sign, endorse, transfer or deliver, in the name of Debtor, notes, checks, drafts or other instrument for the payment of money and receipts or any other documents necessary to evidence, perfect or realize upon the security interest and obligations created by this Security Agreement.

c.     At Secured Party’s option, Secured Party may, after notice to Debtor and Debtor’s failure to do so within ten (10) days after receipt of said notice, discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral, and perform or cause to be performed Debtor’s obligations under the Security Agreement to maintain the same in full force and effect. Debtor agrees to reimburse Secured Party on demand for any payment made, or expense incurred, by Secured Party pursuant to the foregoing authorization, plus interest thereon at the rate of interest provided for in the Note.

d.     No remedy herein conferred upon or reserved to Secured Party is intended to be or shall be exclusive of any other remedy, but every remedy herein provided is cumulative and is in addition to every other remedy given hereunder or in any instrument executed in connection herewith, or now or hereafter existing at law or in equity, or by statute; and every such right and remedy may be exercised from time to time and as often as may be deemed expedient. No delay or omission by Secured Party to exercise any right or remedy arising from any default will impair any such right or remedy or will be construed to be a waiver thereof or of any such default or an acquiescence therein.

Release of Security Interest.

(a)     Upon full and complete payment of all sums owing and to be owing by Debtor to Secured Party and the termination of any obligations of Debtor under the Security Agreement, together with all costs incurred in connection therewith, at the request and expense of Debtor, Secured Party will make, execute and deliver a reassignment of the properties assigned hereby and of the monies, revenues, proceeds, benefits and payments, if any, that may be owing upon the aforesaid Collateral to Debtor but without covenant or warranty, however, of any kind or character, express or implied, and with the provisions that Secured Party will not be required or called upon to refund or account for any payments properly made to Secured Party which have been or may be properly applied to any Indebtedness secured or to be secured hereby.

(b)     Notwithstanding the provisions of Paragraph (a) above, and provided that Debtor is current on its payments and not in default under The Note, Debtor shall have a right to receive partial releases. As each payment is made on the Note, the collateral held will be reduced proportionally to the amount of Note repaid. By way of example, when the first scheduled repayment of $2,333,333.33 is made then the collateral held against the Note will be reduced to 10,000,000 shares of CHVC and so on until all repayments are made. Buyer will be free to use the 5,000,000 shares released on each scheduled payment of $2,333,333.33 at its sole discretion.

Validity of Security Interest. No security taken hereafter as security for payment of any part or all of the Indebtedness shall impair in any manner or affect this Security Agreement, all such present and future additional security to be considered as cumulative security. Any of the Collateral may be released from this Security Agreement without altering, varying or diminishing in any way the force, effect, lien, security interest or charge of this Security Agreement as to the Collateral not expressly released, and this Agreement shall continue as a first lien, security interest and charge on all of the Collateral not expressly released until all sums and indebtedness secured hereby have been paid in full.

Notices. Any notice, request or other document shall be in writing and sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the party to be notified at the following addresses, or such other address as such party may hereafter designate by written notice to all parties, which notice shall be effective as of the date of posting:

(a)	If to Debtor:
		3390 Peachtree Rd. NE, Suite 1000
		Atlanta, Georgia 30326
		(404) 969-3601
(b)	If to the Secured Party:
		China Voice Holding Corp.
		327 Plaza Real, Suite 319
		Boca Raton, Florida, 33432

Florida Law. This Security Agreement and the obligations of the parties hereunder are to be interpreted, construed and enforced in accordance with the laws of the State of Florida.

Severability. If any provision of this Security Agreement or the application thereof to any person or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Security Agreement and the application of such provisions to other persons or circumstances is not to be affected thereby and is to be enforced to the full extent permitted by law.

Successors and Assigns. This Security Agreement inures to the benefit of, and is binding upon, Debtor and Secured Party and their respective heirs, legal representatives, successors and assigns.

Gender. The use of any gender herein shall include the other genders.

Scope. Nothing herein contained will in any way limit or be construed as limiting the right of Secured Party to collect any note, item, sum or amount secured or to be secured hereby only out of the properties assigned hereby or out of the revenues, monies, proceeds, benefits and payments accruing and to accrue unto Debtor, under and by virtue of said Collateral, but it is expressly understood and provided that all such Indebtedness and amounts secured and to be secured hereby are, and shall constitute, absolute and unconditional obligations of Debtor to pay to Secured Party the amount provided for instruments executed in connection herewith and all agreements with reference thereto at the time and in the manner therein specified or provided. Debtor agrees that Debtor will, from time to time, and upon request of Secured Party, furnish satisfactory proof that the properties assigned hereby and the revenues, monies, proceeds, benefits and payments accruing and to accrue under said Collateral are free and clear of all lawful demands, claims and liens of any and all persons whomsoever.

[Signature Page Follows]

IN WITNESS WHEREOF, this Security Agreement is dated the 29th day of January, 2009.

DEBTOR	SECURED PARTY
FLINT TELECOM GROUP INC	CHINA VOICE HOLDING CORP.,
	A Nevada Corporation
By:/s/ Vincent Browne	By: /s/ Bill Burbank
Vincent Browne	Bill Burbank
Chief Executive Officer	Chief Executive Officer