Ealixir Inc (EAXR)

[ManicTrader]

Form 8-K for FLINT TELECOM GROUP INC.

25-Aug-2010

Unregistered Sale of Equity Securities, Financial Statements and Exhibit


Item 3.02 Unregistered Sales of Equity Securities.

Subsequent to a special meeting of the majority shareholders of Flint Telecom Group, Inc. (the "Company"), held on August 10, 2010, which authorized an increase in the Company's total authorized common shares to 900 million shares, the Company issued a total of 99,135,000 shares of common stock to ten investors as a result of conversions of all of the principal and accrued interest in a previously issued and outstanding convertible promissory note, converting a total of $54,981 of existing debt into shares of the Company's common stock.

We believe our offering and sale of the securities in the above transaction, made to accredited investors and certain persons outside of the United States, was exempt from registration under Section 4(2) of the Securities Act and Regulation D and Regulation S, promulgated thereunder.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

4.1 Form of Convertible Promissory Note