~~UNITED~~As ~~STATES~~filed with the U.S. Securities and Exchange Commission on February 10, 2023

~~SECURITIES~~Registration ~~AND~~No. ~~EXCHANGE COMMISSION~~333-

~~Washington~~ UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DCD.C. 20549

~~Form S-1~~_________________

~~REGISTRATION~~FORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~UNDER~~_________________

~~THE~~EALIXIR, ~~SECURITIES~~INC.(Exact ~~ACT~~name OFof ~~1933~~registrant as specified in its charter)

~~FLINT TELECOM GROUP, INC.~~_________________

(Exact name of registrant as specified in its charter)

Nevada		7380		84-4905484
(State or other jurisdiction of Incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Nevada		3669		36-3574355
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

40 SW 13th St.
Penthouse 1
Miami, FL 33130
(786) 856-0358
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

~~7500 College Blvd., Suite 500~~_________________

~~Overland~~Suneel ~~Park~~Anant Sawant, ~~Kansas~~Chief ~~66210~~Executive OfficerEALIXIR, INC.40 SW 13th St.Penthouse 1Miami, FL 33130(786) 856-0358(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~(913) 815-1570~~_________________

~~(Address,~~Copies ~~including zip code, and telephone number,~~to:

~~including~~Richard ~~area~~I. ~~code~~Anslow, Esq.Lijia Sanchez, Esq.Nahal A. Nellis, Esq.Ellenoff Grossman & Schole LLP1345 Avenue of ~~registrant’s~~the ~~principal~~AmericasNew ~~executive~~York, ~~offices~~New York 10105Phone: (212) 370-1300Fax: (212) 370-7889 Ross Carmel, Esq.Barry P. Biggar, Esq.Carmel, Milazzo & Feil LLP55 West 39th StreetNew York, New York 10018Phone: (212) 658-0458Fax: (646) 838-1314

~~InCorp Services, Inc.~~_________________

~~ll2360~~Approximate ~~Corporate~~date ~~Circle,~~of ~~Suite~~commencement ~~400~~of proposed sale to the public:As soon as practicable after the effective date of this registration statement.

~~Henderson~~If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, NVcheck ~~89074-7722~~the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(~~702~~b) under ~~866-2500~~the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(~~Name,~~c) under ~~address~~the Securities Act, ~~including~~check ~~zip~~the ~~code,~~following box and ~~telephone~~list the Securities Act registration statement number, of the earlier effective registration statement for the same offering. ☐

~~including~~If ~~area~~this ~~code~~Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of ~~agent~~the earlier effective registration statement for ~~service)~~the same offering. ☐

~~With~~If ~~copies~~delivery of the Prospectus is expected to: be made pursuant to Rule 434, check the following box. ☐

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

33Large, ~~Wood~~accelerated ~~Avenue~~filer ~~South,~~☐ ~~6th~~Accelerated ~~Floor~~filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

~~Iselin~~If an emerging growth company, ~~New~~indicate ~~Jersey~~by ~~08830~~check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(~~732~~a) of ~~395-4400~~the Securities Act of 1933 or until the registration statement shall become effective on such dates as the Commission, acting pursuant to said section 8(a), may determine.

~~Approximate~~Table ~~date~~ of ~~commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.~~Contents

IfEXPLANATORY any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. þNOTE

IfThis ~~this~~Registration ~~Form~~Statement iscontains ~~filed~~two ~~to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~prospectuses, ~~check~~as ~~the~~set ~~following~~forth ~~box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering~~below. o

If• Public ~~this~~Offering ~~Form~~Prospectus. A isprospectus ato ~~post-effective~~be ~~amendment~~used ~~filed~~for ~~pursuant~~the topublic ~~Rule 462(c)~~offering ~~under~~of shares ~~the~~of ~~Securities~~common ~~Act,~~stock ~~check~~of the ~~following~~Registrant ~~box~~(the ~~and~~“Public ~~list~~Offering ~~the~~Prospectus”) ~~Securities~~through ~~Act~~the ~~registration~~underwriter ~~statement~~named ~~number~~on of the ~~earlier~~cover ~~registration~~page ~~statement~~of ~~for~~ the ~~same~~Public ~~offering~~Offering Prospectus. o

If• Resale ~~this~~Prospectus. A ~~Form~~prospectus ~~is a post-effective amendment filed pursuant~~ to ~~Rule 462(d)~~be ~~under~~used for the ~~Securities~~resale ~~Act,~~by ~~check~~ the ~~following~~selling ~~box~~stockholders ~~and~~set ~~list~~forth ~~the~~therein ~~Securities~~of shares ~~Act~~of ~~registration~~common ~~statement~~stock ~~number~~ of the ~~earlier~~Registrant ~~registration statement for~~ (the ~~same~~“Resale ~~offering~~Prospectus”). o

~~Indicate~~The byResale ~~check~~Prospectus ~~mark whether the registrant~~ is asubstantively ~~large~~identical ~~accelerated~~to ~~filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See~~ the ~~definitions~~Public ofOffering ~~“large accelerated filer~~Prospectus,” ~~“accelerated~~except ~~filer”~~for ~~and “smaller reporting company” in Rule 12b-2 of~~ the ~~Exchange~~following ~~Act.~~principal ~~(Check one)~~points:

~~Large~~• they ~~accelerated~~contain ~~filer~~different ooutside ~~Accelerated~~and ~~filer~~inside ofront ~~Non-accelerated~~covers ~~filer~~and oback ~~Smaller reporting company þ~~covers;

~~CALCULATION~~• they OFcontain ~~REGISTRATION~~different ~~FEE~~Offering sections in the Prospectus Summary section beginning on page Alt-1;

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price per Share (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, $0.01 par value per share		60,000,000	$	0.004	$	240,000	$	27.84
Total		60,000,000	$	0.004	$	240,000	$	27.84

• they contain different Use of Proceeds sections on page Alt-10;

~~(1)~~• a ~~Pursuant~~selling tostockholder ~~Rule~~section ~~416~~is ~~under~~included the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of additional consideration which results in ~~an increase in~~ the ~~number~~Resale ~~of the outstanding shares of common stock of the registrant.~~Prospectus;

~~(2)~~• a Inselling ~~accordance~~stockholder ~~with~~Plan ~~Rule 457(c), the aggregate offering price~~ of ~~the~~Distribution ~~common stock~~ is ~~estimated~~inserted ~~solely~~in ~~for~~ the ~~calculating~~Resale ofProspectus; the registration fees due for this filing. For the initial filing of this Registration Statement, this estimate was based on the closing price of our stock reported by Over-the-Counter Bulletin Board (the “OTCBB”) on July 6, 2011, which was $0.004.and

~~The~~• the ~~Registrant~~Legal ~~hereby~~Matters ~~amends~~section ~~this Registration Statement~~ on ~~such~~page ~~date~~Alt-14 ordeletes ~~dates~~the asreference ~~may be necessary~~ to ~~delay~~counsel ~~its~~for ~~effective date until~~ the ~~Registrant~~underwriter ~~shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective~~ in ~~accordance with Section 8(a) of~~ the ~~Securities~~Resale ~~Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine~~Prospectus.

The ~~information~~Registrant has included in this ~~prospectus~~Registration isStatement ~~not~~a ~~complete~~set ~~and~~of ~~may~~alternate bepages ~~changed. We~~after ~~may~~the ~~not~~back ~~sell~~cover ~~these~~page ~~securities~~of ~~until~~the Public Offering Prospectus (the ~~registration~~“Alternate ~~statement~~Pages”) ~~filed~~to ~~with~~reflect the Uforegoing differences in the Resale Prospectus as compared to the Public Offering Prospectus.S. ~~Securities~~The Public Offering Prospectus will exclude the Alternate Pages and ~~Exchange~~will ~~Commission~~be isused ~~effective~~for the public offering by the Registrant. ~~This~~ ~~prospectus~~The isResale ~~not~~Prospectus anwill ~~offer~~be substantively identical to ~~sell~~the ~~these~~Public ~~securities~~Offering ~~and~~Prospectus itexcept isfor ~~not~~the ~~soliciting~~addition anor ~~offer~~substitution toof ~~buy~~the ~~these~~Alternate ~~securities~~Pages inand ~~any~~will ~~state~~be ~~where~~used for the ~~offer~~resale oroffering ~~sale~~by isthe ~~not~~selling ~~permitted~~stockholders.

~~PRELIMINARY~~Table ~~PROSPECTUS~~of Contents

~~July~~The ~~11,~~information ~~2011~~in this prospectus is not complete and may be changed. The securities in this registration statement may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~FLINT~~PRELIMINARY ~~TELECOM~~PROSPECTUS ~~GROUP~~SUBJECT TO COMPLETION, ~~INC.~~DATED FEBRUARY 10, 2023

60EALIXIR,~~000,000~~ ~~Shares of Common Stock~~INC.

~~This prospectus relates to the resale of up to 60,000,000~~ shares of ~~our~~Common common stock, par value $0.01 per share, by Kodiak Capital Group, LLC (“Kodiak”), the selling shareholder identified in this prospectus. The shares of common stock offered under this prospectus by Kodiak are issuable to Kodiak pursuant to the Investment Agreement (“IA”) entered into by and between Kodiak and the Flint Telecom Group, Inc., dated November 26, 2010, as amended and restated on January 19, 2011. The Company will not receive any proceeds from the sale of these shares by Kodiak. This registration statement covers only a portion of the shares of common stock that may be issuable pursuant to the IA. The Company may file subsequent registration statements covering the resale of additional shares of common stock issuable pursuant to the IA with Kodiak. The Company will bear all costs associated with this registration statement.Stock

~~Kodiak~~This ~~may~~is ~~sell~~a ~~the~~firm ~~shares~~commitment ofpublic ~~common~~offering ~~stock described in this prospectus in a number~~ of ~~different ways and at varying prices. The Company provides further information about how Kodiak may sell its~~ shares of common stock inof ~~the~~EALIXIR, ~~section~~INC., ~~entitled~~par ~~“Plan~~value, ~~of Distribution~~$0.”001 ~~Kodiak~~per isshare an (“~~underwriter~~Common Stock”), ~~within~~and ~~the~~which ~~meaning~~we ofrefer ~~the~~to ~~Securities Act of 1933,~~ as ~~amended (~~the ~~“Securities~~offering. ~~Act”),~~We incurrently ~~connection~~estimate ~~with~~that the ~~resale~~public ofoffering ~~the~~price ~~Company’s~~will ~~common~~be ~~stock~~between ~~under~~$ and ~~the~~$ per IAshare.

The ~~Company’s~~selling stockholders (as defined herein) are offering shares of ~~common~~Common ~~stock~~Stock ~~are~~to ~~quoted~~be onsold in the ~~OTCBB~~offering, ~~under~~which ~~the~~we ~~symbol~~refer ~~“FLTT.OB.”~~to Onas ~~July~~the 6,Resale ~~2011~~Securities, ~~the~~pursuant ~~closing~~to ~~sale~~a ~~price~~prospectus ofto be used for the ~~Company’s~~Resale ~~common~~Securities ~~stock~~by ~~was~~the ~~$0.004~~selling ~~per~~stockholders ~~share~~set forth herein, and which we refer to as the Resale Prospectus.

~~This~~Our ~~investment~~Common ~~involves~~Stock ais ~~high~~quoted ~~degree~~on the OTC Pink Open Market operated by OTC Markets Group, Inc. (the “OTC Pink”), under the ticker symbol “EAXR.” On February 8, 2023 the last reported price of ~~risk~~our Common Stock was $5.25 per share at market close. There is a limited public trading market for our Common Stock. You ~~should~~are ~~purchase~~urged ~~shares~~to ~~only~~obtain ifcurrent ~~you~~market ~~can~~quotations ~~afford~~for athe ~~complete~~Common ~~loss~~Stock. ~~See~~ We intend to apply to list our Common Stock on the Nasdaq Capital Market (“~~Risk~~Nasdaq”) ~~Factors~~under the symbol “EAXR”. ~~beginning~~We believe that upon completion of the offering contemplated by this prospectus, we will meet the standards for listing on ~~page~~the 7Nasdaq. No assurance can be given that our application will be approved or that the trading prices of our Common Stock on the OTC Pink will be indicative of the prices of our Common Stock if our Common Stock were traded on the Nasdaq.

~~Neither~~Until ~~the~~such ~~U.S.~~time ~~Securities~~as ~~and~~our ~~Exchange~~Common ~~Commission~~Stock (is listed on the Nasdaq or OTCQB Venture Market (“~~SEC~~OTCQB”) ~~nor~~or listed on any ~~state~~other national securities ~~commission~~exchange, ~~has~~the ~~approved~~Common orStock ~~disapproved~~covered by this prospectus will be sold by the selling stockholders from time to time at a fixed price of ~~these~~$ per share, representing the average of the high and low prices as reported on the OTC Pink on ________, 2023. If and when our Common Stock is regularly quoted on Nasdaq or is listed on any national securities exchange, the selling stockholders may sell their respective shares of Common Stock, from time to time, at prevailing market prices or ~~determined~~in ifprivately negotiated transactions. The registration of Resale Securities does not mean that the selling stockholders named herein will actually offer or sell any Resale Securities. Information regarding the selling stockholders and the time and manner in which they may offer and sell the shares under this prospectus is ~~truthful~~provided orunder ~~complete~~“Selling Stockholders” and “Plan of Distribution” in this prospectus. ~~Any~~We ~~representation~~have agreed to pay all the ~~contrary~~costs isand aexpenses ~~criminal~~of ~~offense~~this registration of Resale Securities and will not receive any proceeds from the resale of the above Resale Securities by the selling stockholders.

The ~~date~~offering price of our shares of Common Stock in the Underwritten Offering will be determined between the underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and may be at a discount to the current market price. Therefore, the recent market price of our Common Stock and the public offering price of the Common Stock used throughout this prospectus ismay ~~___________,~~not ~~2011~~be indicative of the actual public offering price for the shares of Common Stock.

We are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and have elected to comply with certain reduced public company reporting requirements. See “Public Offering Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

We are, and, upon completion of this offering, we will continue to be a “controlled company,” as defined under the Nasdaq Listing Rules, as long as our majority stockholder and Chairman and his affiliates own and hold more than 50% of our outstanding Common Stock. For as long as we remain a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from certain Nasdaq corporate governance requirements. See “Public Offering Prospectus Summary — Implications of Being a Controlled Company.”

Our officers and directors will have significant influence over the Company following the completion of this offering due to their significant shareholding in the Company, in particular, Mr. Enea Angelo Trevisan, our President and Chairman of the Board of Directors, who currently holds approximately 99.0% of the voting power of our company (based on an aggregate of approximately 55.3% of our issued and outstanding Common Stock and 100% of our issued and outstanding shares of our Series Z Preferred Stock as of the date of this prospectus), and is expected to own approximately 99.0% of the voting power of our Company upon the completion of this offering thereby causing us to become a “controlled company” under the Nasdaq Listing Rules. For more information regarding Mr. Trevisan’s beneficial ownership, see “Security Ownership of Principal Stockholders And Management” on page 61 and “Risk Factors — Risks Related to Our Securities — Our President and Chairman of the Board of Directors, Enea Angelo Trevisan, has a substantial influence over our Company. His interests may not be aligned with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions” on page 22. For more information regarding implications of us being a “controlled company,” see “Risk Factors — Risks Related to Our Securities — We are a “controlled company” defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, we could elect to rely on this exemption in the future and you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements” on page 22.

Investing in our Common Stock involves significant risks. You should read the section entitled “Risk Factors” beginning on page 13 of this prospectus for a discussion of information that should be considered before investing in our Common Stock.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$

____________

(1) Does not include $________ for the reimbursement of certain expenses of the underwriters. See “Underwriting” beginning on page 73 of this prospectus for additional information regarding underwriting compensation.

We have granted the underwriters a 45-day option to purchase up to additional shares of Common Stock on the same terms as other shares being purchased by the underwriters from us, solely to cover over-allotments, if any (such shares not to exceed, in the aggregate, 15% of the shares offered hereby). If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .

The underwriter expects to deliver the shares on or about , 2023.

The date of this prospectus is , 2023.

Table of Contents

TABLE OF CONTENTS

	Page
Prospectus Summary		1
EXPLANATORY NOTE
Risk Factors		7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
Special Note Regarding Forward Looking Statement		15
ABOUT THIS PROSPECTUS	iv
Use of Proceeds		15
INDUSTRY AND MARKET DATA	v
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity		16
TRADEMARKS	vi
Securities		17
PUBLIC OFFERING PROSPECTUS SUMMARY	1
Capitalization		17
THE OFFERING	9
Selected Financial Data		17
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION	11
Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
RISK FACTORS	13
Business		26
USE OF PROCEEDS	27
Management		33
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	28
Executive Compensation		35
DIVIDEND POLICY	29
Certain Relationships and Related Party Transactions		37
CAPITALIZATION NOTES	30
Principal Shareholders		38
DILUTION	31
Selling Shareholder		41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	33
Description of Capital Stock		42
BUSINESS	41
Plan of Distribution		42
MANAGEMENT	55
Legal Matters		43
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT	61
Experts		43
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	62
Where You Can Find More Information		43
DESCRIPTION OF SECURITIES	65
Index to Financial Statements		44
SHARES ELIGIBLE FOR FUTURE SALE	68
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS	69
UNDERWRITING	73
LEGAL MATTERS	77
EXPERTS	77
WHERE YOU CAN FIND MORE INFORMATION	77
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	78
INDEX TO FINANCIAL STATEMENTS	F-1
RESALE PROSPECTUS	Alt-1

~~You~~Through ~~should~~and ~~rely~~including , ~~only~~2023 on (the ~~information~~25th day ~~contained~~after orthe ~~incorporated~~date byof ~~reference into~~ this prospectus~~. We have not~~), ~~and~~all ~~the~~dealers ~~selling~~effecting ~~shareholder~~transactions ~~has~~in ~~not~~these securities, ~~authorized~~whether ~~anyone to provide you with additional~~ or ~~different information. These securities are~~ not ~~being~~participating ~~offered~~ in ~~any jurisdiction where~~ the offer is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by referencelisting, ~~regardless~~may ofbe ~~the~~required ~~time~~to ofdeliver ~~delivery~~a ~~of this~~ prospectus ~~or of any sale of our common stock~~. ~~Unless~~This ~~the~~is ~~context~~in ~~otherwise~~addition ~~requires, references~~ to ~~“we,”~~a ~~“our,”~~dealer’s ~~“us,”~~obligation orto ~~the~~deliver ~~“Company” in this prospectus mean Flint Telecom Group, Inc.,~~ a ~~Nevada corporation. If you have any questions regarding the information in this~~ prospectus ~~please~~when ~~contact~~acting ~~Vincent~~as ~~Browne,~~an ~~our~~underwriter ~~Chief~~and ~~Executive~~with ~~Officer,~~respect atto ~~Flint~~an ~~Telecom~~unsold ~~Group,~~allotment ~~Inc., 7500 College Blvd., Suite 500, Overland Park, Kansas, 66210~~ or ~~by telephone at (913) 815-1570~~subscription.

~~PROSPECTUS~~You ~~SUMMARY~~should rely only on the information contained in this prospectus. We, the selling stockholders and the underwriters have not authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not, the selling stockholders and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained in this prospectus is correct as of any time after its date. Information contained on our website, or any other website operated by us, is not part of this prospectus.

~~This~~For ~~summary~~investors ~~highlights~~outside ~~information~~the ~~described~~United States: ~~more~~We ~~fully~~have ~~elsewhere~~not, inthe selling stockholders and the underwriters have not, done anything that would permit possession or distribution of this prospectus~~. You~~ ~~should~~in ~~read~~any ~~the~~jurisdiction ~~entire~~where ~~prospectus~~action ~~carefully,~~for ~~including~~that ~~the~~purpose ~~risk~~is ~~factors~~required, other than in the ~~financial~~United States. ~~statements~~Persons ~~and~~outside the ~~notes~~United States towho ~~the~~come ~~financial~~into ~~statements~~possession ~~included~~of ~~herein.~~this ~~Investing~~prospectus inmust ~~our~~inform ~~securities~~themselves ~~involves~~about, ~~risks.~~and ~~Therefore~~observe any restrictions relating to, ~~please~~the ~~carefully~~offering ~~consider~~of the ~~information~~shares ~~provided~~of ~~under~~Common Stock and the ~~heading~~distribution ~~“Risk~~of ~~Factors”~~this ~~included~~prospectus ~~herein~~outside the United States.

~~The Company~~i

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

OnCAUTIONARY ~~October~~NOTE 1,REGARDING ~~2008,~~FORWARD-LOOKING Semotus Solutions, Inc. (“Semotus”) acquired substantially all of the assets and liabilities of Flint Telecom, Inc. in exchange for 28,460,094 (1,423,005 after 1:20 split effective January 14, 2011) shares of restricted common stock pursuant to a definitive Contribution Agreement dated April 23, 2008. Although Semotus is the legal acquirer, for accounting purposes Flint is the accounting acquirer. The name was changed to Flint Telecom Group, Inc. The existing Semotus operations became a division of Flint, and were subsequently sold in January 2009.STATEMENTS

WeThe ~~are~~information ~~headquartered~~in atthis ~~7500~~prospectus ~~College~~contains ~~Blvd~~“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, ~~Suite~~as ~~500~~amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, ~~Overland~~as ~~Park~~amended (the “Exchange Act”). All statements other than statements of historical facts contained in this prospectus are “forward-looking statements” for purposes of federal and state securities laws, ~~Kansas~~including ~~66210~~statements regarding our expectations and projections regarding future developments, operations and ~~our~~financial ~~telephone~~conditions, ~~number~~and isthe ~~913-815-1570. The~~anticipated ~~address~~impact of our ~~website~~acquisitions, isbusiness ~~www~~strategy, and strategic priorities.~~flinttelecomgroup.com. Information~~ onThese statements involve known and unknown risks, uncertainties and other important factors that may cause our ~~website~~actual isresults, ~~not~~performance ~~part~~or ofachievements ~~this~~to ~~prospectus~~be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

WeIn ~~operate~~some ~~our~~cases, ~~business~~you ~~through~~can ~~six~~identify ~~wholly~~forward-~~owned~~looking ~~subsidiaries,~~statements ~~Cable~~by ~~and~~terms ~~Voice~~such ~~Corporation~~as “may,” ~~Phone~~“will,” ~~House~~“should,” ~~Inc.~~“expect,” ~~Flint~~“plan,” ~~Prepaid~~“anticipate,” ~~Inc.~~“could,” ~~(previously~~“intend,” ~~named~~“target,” ~~Wize~~“project,” ~~Communications~~“contemplate,” ~~Inc.)~~“believe,” ~~Digital~~“estimate,” ~~Phone~~“predict,” ~~Solutions~~“potential” or “continue” or the negative of these terms or other similar expressions, ~~Inc~~although not all forward-looking statements contain these words. The forward-looking statements in this prospectus are only predictions and are based largely on our current expectations and projections about future events and financial trends that we reasonably believe may affect our business, ~~Ingedigit~~financial ~~International~~condition, ~~Inc~~and results of operations. These forward-looking statements speak only as of the date of this prospectus and ~~Gotham~~are ~~Ingedigit~~subject ~~Financial~~to ~~Processing~~several ~~Corp.~~known ~~(dba~~and ~~Power2Process)~~unknown risks, asuncertainties, ~~further~~and ~~described below~~assumptions. We ~~provide~~Although ~~next~~we ~~generation~~believe ~~turnkey~~the ~~voice~~expectations reflected in any of our forward-looking statements are reasonable, ~~data~~actual ~~and~~results ~~wireless~~could ~~services~~differ ~~through~~materially ~~partner~~from ~~channels~~those ~~primarily~~projected or assumed in ~~the~~any ~~United~~of ~~States~~our forward-looking statements. We ~~distribute~~Our ~~telecommunications~~future ~~services~~financial condition and ~~products~~results ~~through~~of ~~our~~operations, ~~distribution~~as ~~channels~~well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

~~The~~These ~~subsidiaries~~forward-looking ~~provide~~statements present our estimates and assumptions only as of the ~~following~~date ~~telecom~~of ~~services~~this ~~and~~prospectus. /Accordingly, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, we do not plan to publicly update or ~~distribute~~revise any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise. Important factors that could cause actual results to differ materially from those in the ~~following~~forward-looking ~~telecom~~statements ~~products~~include, but are not limited to, those summarized below:

~~(1)~~• We ~~Cable~~may ~~and~~not ~~Voice~~be ~~Corporation~~able – Cable and Voice Corporation was established on June 1, 2008, and is located in Tampa, Florida. Through Cable and Voice, the Company is a leading value-added master distributor of advanced broadband products and services to ~~cable,~~generate ~~telecommunications,~~profits ~~enterprise~~from ~~and~~operations ~~service~~or ~~provider~~positive ~~customers~~cash ~~throughout~~flows ~~the~~from ~~United~~operating ~~States~~activities. Through Cable and Voice, the Company offers a wide range of products and services which include cable modems, cables, UPS units, AV Powerline and Homeplug adapters, Wi-Fi and cellular wireless hardware and software applications, Intelligent Telephone Adapters (ITA) and IP Telephones for VoIP services and other customer premise equipment.

~~(2)~~• Our ~~Phone~~independent ~~House,~~auditor ~~Inc.~~has –expressed ~~Phone House, Inc. was established on June 12, 2001, and is located in Artesia, California. Phone House is~~ a ~~master~~“going ~~distributor~~concern” for discount calling products that enable users who purchase cards in the United States to call China, India, Mexico, Africa, South America, Brazil, Bangladesh, and other countries throughout the world at significant savingsopinion. The international calling cards may be used to call from the United States to other countries, to call from other countries to the United States, or to call between countries outside the United States. These products are currently sold through a network of over 90 private distributors. Through this network, the Company estimates that its calling products are sold through over 10,000 retail outlets in the United States, of which more than 5,000 retail outlets are located in Southern California.

~~(3)~~• We ~~Digital~~may ~~Phone~~not ~~Solutions,~~be ~~Inc.~~able –to ~~Digital~~obtain ~~Phone~~financing ~~Solutions, Inc. was established~~ on ~~January~~favorable 29terms, ~~2009,~~if ~~and is located in Overland Park, Kansas. Through Digital Phone Solutions, the Company provides a suite of enhanced IP telephonic solutions aimed primarily~~ at ~~small and medium sized enterprises in the United States. Digital Phone delivers~~ all ~~the value added services that manage the entire value-chain including billing, customer care, call routing, service provisioning~~. Advanced features such as voicemail-delivered-to-email, free inter-office calling, and virtual phone numbers provide additional revenue opportunities. Digital Phone Solutions enables its customers to establish reliable, feature rich and cost effective digital phone services very quickly with zero capital investment.

~~(4)~~• We ~~Flint~~are ~~Prepaid,~~an ~~Inc.~~early-stage –company ~~Flint~~with ~~Prepaid,~~a ~~Inc.~~business ~~(previously~~model ~~Wize Communications, Inc.) was incorporated on March 30, 2009,~~ and ismarketing ~~located~~strategy inwhich ~~Overland Park, Kansas. Flint Prepaid~~ is astill ~~retail~~being ~~focused~~developed ~~company selling directly to end-users through master distributors~~ and ~~retailers.~~largely ~~Flint Prepaid provides pre-paid calling services primarily to immigrant customers wanting to make inexpensive quality calls to their home countries~~untested. ~~These value-based calling cards are regionalized and selectively marketed depending on the geographical area and user community.~~

• Our management and organizational structures are still developing and remain susceptible to error and inefficiencies.

• Disruptions to our information technology systems due to cyber-attacks or our failure to upgrade and adjust our information technology systems, may materially impair our operations, hinder our growth and materially and adversely affect our business and results of operations.

• We may be affected by currency fluctuations.

• We rely on outside consultants and agents.

• The COVID-19 pandemic and the impact of the actions taken to mitigate the pandemic may adversely affect our business, financial condition and results of operations. We are unable to predict the extent to which the pandemic and the related effects will continue to impact our business, financial condition and results of operations and the achievement of our strategic objectives.

Table of Contents

• We face intense competition, and we may not be able to compete effectively, which could reduce demand for our products and adversely affect our business, growth, revenues and market share.

• Our President and Chairman of the Board of Directors (the “Board”) has a substantial influence over our Company.

• We are a “controlled company” as defined under the Nasdaq Listing Rules.

• Because the market for our Common Stock is limited, persons who purchase our Common Stock may not be able to resell their shares at or above the purchase price paid for them.

• We are an “emerging growth company” and a “smaller reporting company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our Common Stock less attractive to investors.

• The other risks identified in this prospectus including, without limitation, those under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as such factors may updated from time to time in our other filings with the SEC.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. We qualify all our forward-looking statements by these cautionary statements.

iii

Table of Contents

About this Prospectus

You should rely only on the information contained in or incorporated by reference in this prospectus. We and the selling stockholders have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

You should not assume that the information contained in this prospectus, or any document incorporated by reference in this prospectus, is accurate as of any date other than the date on the front cover of the applicable document. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, operating results and prospects may have changed since that date. Information contained on our website, or any other website operated by us, is not part of this prospectus.

Before purchasing any securities, you should carefully read both this prospectus, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus.

Table of Contents

Industry and Market Data

This prospectus, and the documents incorporated by reference in this prospectus include industry data and forecasts that we obtained from industry publications and surveys, public filings, and internal company sources. Statements as to our ranking, market position and market estimates are based on independent industry publications, government publications, third-party forecasts and management’s good faith estimates and assumptions about our markets and our internal research. Although industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, we have not, and the underwriters have not, independently verified such third-party information. Although we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. This data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in this prospectus and the documents incorporated by reference herein and therein.

Table of Contents

Trademarks

We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos, and website names. This prospectus may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

Table of Contents

PUBLIC OFFERING PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. You should read the entire prospectus carefully, including the section entitled “Risk Factors” in this prospectus, the financial statements and the notes to the financial statements included elsewhere in this prospectus. Unless the context otherwise requires, references contained in this prospectus to the “Company,” ”Ealixir,” “we,” “us,” or “our” or similar terminology refers to Ealixir, Inc., a Nevada corporation, and its consolidated subsidiaries.

THE COMPANY

Ealixir is an internet technology company specializing in online reputation management services, which we refer to as ORM. The heart of our operational philosophy is our belief that our clients, both individual and corporate, should have, what we have termed, the “right to be forgotten”. In other words, this means the right of an individual or a company to have removed from the internet outdated negative information or harmful spurious content. We support a more professional and accurate internet whereby content publishers or providers regulate the use of people’s private information by third parties, especially in the context of having the right to remove information from doxing (referring to unauthorized release of personal identifying information), libel or slander or any other similar content with malicious intent. We believe our philosophy is underpinned in law in the European Union by Directive 95/46/EC of October 24, 1995, which regulates the processing of personal data within the European Union, as well as other regulations.

Ealixir uses its advanced technological platform to provide ORM services and digital privacy solutions to individuals, professional organizations, and small, medium businesses, or “SMBs”. By providing our clients with an ability to control, remove and edit information posted and available on the internet, individuals, professional organizations, and SMBs can choose what lawful and verified content about them that will appear on websites and search engines. Our extensive removal experience and proprietary removal technology, allows us we believe to offer one of the best services available in the content removal industry. Our objective is to provide protection for the reputation of our clients on websites and search engines by drafting and correcting inaccurate information, filtering harmful or negative information and misinformation from social engines, and by managing the online status of individuals, brands and companies. Furthermore, we aim to enhance the image, legacy and the web-reputation of our customers by creating positive links and original tailor-made content, which is then disseminated online through a vast network of newspapers, agencies and websites with whom we work.

Our objective as a company is to advocate our philosophy of the “right to be forgotten” in order to help individuals, SMBs and others fight back against outdated negative information and harmful spurious content online, and we strive at being subject matter professionals at what we do.

The internet and its various platforms have become in our opinion the new media battlefield which can be used to destroy brand and reputation. Our purpose as a company is to provide protection against these unwarranted and often spurious attacks, while offering a possible risk free, technical approach to permanent content removal. We have witnessed the repercussions that negative online content can bring to both businesses and individuals and fight to give our clients back control over their online presence.

Our employees include computer science specialists, web analysists, and digital media or communication strategists, supported by a legal specialist specialized in privacy laws. We also maintain relationships with a data analysis search engine and data banks with whom we work on the deindexation of harmful and unwanted content and links.

By our choice and not by legal obligation, as a policy, we do not work with those who have been found guilty in the past of committing crimes related to drugs, criminal organizations or violence against women or minors. Moreover, before working with any client, as a policy, we request their FBI criminal record and do not take a client on unless we receive a clean report.

~~(5)~~Table Ingedigit International Inc. (“III”) – a U.S. based international pre-paid debit card company, partnered with both U.S. banks and international banks to offer debit cards to their customers. Included with the debit card services are additional services, allowing the partnering banks to add new customers, share funds between existing card holders and perform international fund remittance. All transactions are fully compliant with U.S. and international money laundering laws, as well as counter-terrorism regulations. Transactions are practically instantaneous, available to the card-holder on a 24/7, 365-day basis. The Company’s current markets include the United States, Canada, Mexico, India, Central and South America, Gulf Coast Countries, and the Philippines. The Company intends to expand into the U.K., Africa, Sri Lanka, Bangladesh and the Pacific Rim markets in the near future. As of ~~March 31, 2011, this company has not yet generated any revenue.~~Contents

~~(6)~~Ealixir ~~Gotham~~offers ~~Ingedigit~~its ~~Financial~~individual ~~Processing~~and ~~Corp.~~corporate ~~dba~~clients ~~Power2Process (“P2P”) –~~ a ~~U.S.~~full ~~based~~suite ~~advanced~~of ~~financial~~ORM ~~transaction~~solutions. ~~processing~~To ~~and~~compliment ~~technology~~the ~~company,~~removal ~~working~~of ~~with~~negative ~~banking~~content ~~clients~~ and ~~other~~online ~~program~~spurious ~~sponsors globally. Using P2P solutions~~content, ~~clients~~we ~~can~~offer ~~deliver~~synergistic ~~‘own~~services ~~brand’~~to ~~financial~~both ~~transaction~~remove ~~processing~~such ~~services,~~content ~~such~~and asalso ~~pre-paid~~promote ~~products,~~our ~~virtual~~clients’ ~~accounts,~~positive ~~money~~online ~~remittances~~reputation and ~~other~~improve ~~stored~~search ~~value services~~results. ~~Both~~Our ~~MasterCard~~products and ~~fully~~services ~~PCI~~include: ~~Certified~~WebID, asEalixir ~~well~~Removal, asEalixir ~~being SAS-70 compliant~~Story, ~~P2P is in the unique position of having complete control of all its services from applications development and processing to marketing and support for a full array of back office processing~~NewsDelete, ~~including~~Ealixir ~~ATM~~Analytics and ~~POS~~Ealixir ~~network~~Event ~~integration~~Launch and ~~management. As of March 31, 2011, this company has not yet generated any revenue.~~RepScore:

As• WebID ~~part~~is ofa ~~our~~detailed ~~ongoing~~report ~~emphasis~~of onall ~~streamlining~~online ~~our~~content ~~operations~~relating ~~and~~to ~~reaching sustainable profitability~~individuals, ~~during~~brands ~~the~~and ~~fiscal~~companies. ~~year~~Based ~~ended~~on ~~June~~such 30report, ~~2010~~the weclient ~~shut~~receives ~~down~~an immediate and ~~disposed~~accurate portrait of ~~four~~the ofdominant ~~our~~“sentiment” ~~other~~which ~~wholly~~is ~~owned~~associated ~~subsidiaries~~with ~~which~~the ~~were~~specific ~~originally~~content — whether ~~acquired~~positive, inneutral ~~January~~or ofnegative. ~~2009:~~We ~~CVC~~uncover ~~Int’l,~~harmful ~~Phone~~information; ~~House~~we ~~Inc.~~geo-localize ofonline ~~Florida,~~conversations ~~Dial-Tone~~related ~~Communications~~to ~~and~~the ~~Starcom~~subject ~~Alliance. Consequently,~~and weanalyze ~~recognized~~their ademographic ~~loss~~composition. inAt the ~~form~~end of this, we then prepare a ~~one-time~~report ~~impairment~~which ~~charge~~summarizes ofthe ~~goodwill~~strengths and ~~other~~weaknesses, ~~intangibles~~which inis delivered to the ~~amount~~customer’s ofhome ~~$12,215,200~~or headquarters.

~~Following~~• Ealixir ~~the~~Removal — Leveraging ~~corporate~~and ~~restructuring~~enforcing ~~during~~ the ~~fiscal year ended June 30, 2010, the Company~~public’s ~~management~~rights ~~decided~~under toprivacy structure the business into three separate operating segments. These segments are (1) the sale of third-party telecoms and networking equipment and software services (collectively referred to as equipment as “telecom softwarelaws, ~~services~~this &service ~~equipment”),~~aims ~~(2) the sale of Company produced and third-party prepaid calling products (collectively referred~~ to asprotect ~~“prepaid telecom services”), (3)~~ the ~~delivery~~online reputation of ~~wholesale~~clients ~~and VoIP telecom services to other operators and direct to end users~~ (~~collectively~~individuals ~~referred~~or ~~to as “telecom services”~~corporations)~~. Following~~ ~~the~~utilizing ~~acquisition of III and P2P in October 2010,~~ the Company’s ~~management~~innovative ~~elected~~technological platform to ~~report~~achieve ~~these units under a new segment for~~ the ~~sale of financial processing services~~removal, ~~debit~~de-indexation ~~card~~or ~~programs and mobile payment & remittance services (collectively referred to as “financial processing services”). These have been included for~~ the ~~current~~anonymization ~~reporting period and for each period thereafter. Selling, general and administrative expenses, primarily consisting~~ of ~~compensation~~negative ofor ~~corporate~~unwanted ~~employees, professional fees and overhead costs not directly related to a specific operating segment are reflected in the table below as “corporate activities”~~information.

We• Ealixir ~~have~~Story — Through ~~not~~this ~~yet~~service, ~~achieved~~we ~~profitability~~aim ~~and~~to ~~have~~assist ~~sustained~~our ~~losses. Our~~clients ~~financial~~in ~~statements~~developing ~~have~~and ~~been~~spreading ~~prepared~~ on athe ~~going~~internet ~~concern~~a ~~basis. We~~new ~~have~~or ~~recorded~~revived astory ~~net~~about ~~loss~~themselves. ~~for~~Frequently ~~each~~following ~~year~~the ~~since~~completion of our ~~current~~Ealixir ~~business~~Removal ~~started~~work, ~~through~~it ~~our~~becomes ~~fiscal~~apparent ~~year~~the ~~ended~~need ~~June~~to ~~30,~~replace ~~2010.~~the Ascontent ofwhich ~~March~~was ~~31,~~removed ~~2011,~~with wenew ~~had~~and anpositive ~~accumulated~~content. ~~deficit~~We ofthus ~~$54,944,759. Also,~~offer asour ofcustomers ~~March~~a ~~31,~~customized ~~2011~~editorial plan, wewith ~~had~~the ~~limited~~aim ~~liquidity~~of ~~and~~developing ~~capital~~a ~~resources. Consequently,~~new ~~our~~“story” ~~operations~~through ~~carry~~ a ~~high~~number ~~degree~~ of ~~risk,~~articles asand ~~further~~features ~~described~~to inbe ~~the~~published ~~Risk~~by ~~Factors~~several ononline ~~page~~news 11outlets.

~~Flint~~• NewsDelete — This service caters to customers concerned about their reputation in financial affairs, as it is portrayed by privately-managed databases such as World-Check, Dow Jones Compliance and LexisNexis, or government list such as the OFAC sanction list. Except in the case of politically exposed persons (“PEPs”), we are normally able to procure the removal of the client’s ~~Products~~name ~~and~~from ~~Services~~World-Check or at least a modification of the information on such client contained therein.

• Ealixir Analytics collects real-time big data about states, institutions, political parties, candidates and personalities working in these structures. Through ~~our~~the ~~existing~~web ~~operating~~listening ~~companies~~platform, we ~~operate~~are able to monitor millions of online sources and, with the use of algorithms in-house 4developed, ~~key~~we are able to cross words and sentences in order to identify trends in audience reading in order to propose contents and information of interest. Through a detailed analysis of sentiment related to specific targets, we identify strategic and business ~~areas:~~opportunities in target countries and propose communication plans of effectiveness.

~~Telecom~~• Ealixir ~~Software,~~Event ~~Services~~Launch &gives ~~Equipment:~~companies ~~Wireless~~the IPunique ~~and~~opportunity ~~telecom expense management applications~~ to ~~large~~promote ~~multinational~~their ~~enterprises~~event ~~and~~on ~~telecom~~an ~~operators~~international ~~worldwide. Modem~~scale, ~~cable~~providing ~~and~~visibility ~~other~~in ~~telecom~~online ~~equipment~~periodicals ~~supplies~~in tomultiple ~~leading~~countries ~~cable~~around ~~and rural telecom operators in~~ the ~~United States~~world. ~~This~~It ~~area~~works ofwith ~~the~~accredited ~~business~~journalists ~~focuses~~and onPR ~~the~~experts ~~development,~~who ~~acquisition~~will ordevelop ~~licensing~~the ofmost ~~Voice~~effective ~~over~~editorial ~~Internet~~plan ~~Protocol (VoIP) technologies in both land-line and wireless environments~~ to ~~address~~promote ~~the~~an ~~growing~~event ~~global market~~(e.g., ~~This~~the ~~technology~~launch isof ~~aimed~~a atnew ~~end customers~~product, ~~other~~an ~~operators~~important ~~and~~anniversary ~~program~~or ~~operators~~the ~~and~~grand ~~focuses~~opening onof ~~specific~~a ~~applications~~new ~~that~~office) ~~address convergent wireless IP~~ and ~~cellular~~draft ~~products~~articles and ~~services.~~press ~~Technology~~releases ~~developed, acquired or licensed by this segment of the organization also supplies the rest of the business with innovative retail products,~~ for distribution ~~through~~in ~~our~~the ~~large~~target ~~network~~countries ofin ~~distributors,~~authoritative ~~and cost-saving expense management services provided directly to operators~~periodicals.

~~Prepaid~~• RepScore ~~Telecom~~is ~~Services:~~our ~~Provision~~latest ~~and~~offering ~~distribution~~currently ofunder ~~prepaid calling cards and cellular products in the United States~~development. ~~These~~This ~~calling~~service ~~products~~is ~~enable~~designed ~~users who purchase cards in the United States~~ to ~~call~~offer ~~China,~~an ~~India,~~immediate ~~Mexico, Africa, South America, Brazil, Bangladesh,~~ and ~~other~~broad ~~countries~~overview ~~throughout~~of ~~the~~a ~~world~~person’s ator ~~significant~~company’s ~~savings~~web reputation. ~~The~~We ~~International~~scan ~~calling~~the ~~cards~~internet ~~may be used~~ to ~~call~~analyze ~~from~~ the ~~United~~sentiment ~~States~~which tois ~~other~~mostly ~~countries,~~associated towith ~~call from other countries to~~ the ~~United States~~client, orand towe ~~call~~then ~~between~~assign ~~countries outside the United States. Flint operates~~ a ~~wireless~~score ~~phone~~from ~~service~~1 asto an1,000 ~~MVNO~~ (~~Mobile~~where ~~Virtual~~a ~~Network~~higher ~~Operator)~~number indenotes ~~the~~a ~~United~~more ~~States~~positive ~~that provides prepaid voice, texting and data services nationwide under the ‘Flint Mobile’ brand~~sentiment).

Competition

The ORM industry is highly competitive and fragmented. The number, size and strength of our competitors vary by continent and country. Our competitors also compete based on a number of factors, including speed of service, value, name recognition, and customer service. We believe our most direct competition comes from Reputation.com, Terakeet, and Repair Bad Reputation, among others.

We also compete with traditional public relations and communication agencies.

~~Subscriber~~Table ~~Based Telecom Services: The provision~~ of VoIP and cellular services aimed primarily at the Small and Medium Enterprises in the United States and internationally. Flint delivers the value added services that manage the entire value-chain including billing, customer care, call routing, service provisioning. Advanced features such as voicemail-delivered-to-email, free inter-office calling, and virtual phone numbers provide additional revenue opportunities. Flint enables its customers to establish reliable, feature rich and cost effective digital phone services very quickly with zero capital investment. Contents

~~Financial~~However, ~~Processing~~we ~~Services~~believe that none of these competitors offers the breadth of services we provide. While some of them focus on the removal of unwanted internet links, and others manage promotional campaigns, we believe that few, if any, of them can match the scope, depth and reach of our services, commencing from a thorough assessment of the nature of the web content relating to our client, to targeted link and content removal: the creation of new and tailor-made web content; and the removal of information from databases and so called “blacklists”.

~~The~~Pricing; ~~provision~~Sales ~~of stored value card~~ and remittance services to a growing number of U.S. domestic and international partners globally. Using Flint solutions, clients can deliver ‘own brand’ financial transaction processing services, such as pre-paid products, virtual accounts, money remittances and other stored value services. Both MasterCard and fully PCI Certified, as well as being SAS-70 compliant, Flint is in the unique position of having complete control of all aspects of the financial services from applications development and processing to marketing and support for a full array of back office processing, including ATM and POS network integration and web management. Included with the debit card services are additional services, allowing the partners to add new customers, share funds between existing card holders and perform international fund remittance. All transactions are fully compliant with U.S. and international money laundering laws, as well as counter-terrorism regulations. Transactions are practically instantaneous, available to the cardholder 24/7/365.Marketing

~~Equity~~The ~~Financing~~Company ~~Facility~~provides ~~with~~its ~~Kodiak~~“Removal” ~~Capital~~service, ~~Group~~aimed at the cancellation or the deindexation of the harmful or undesired links. The service is provided for the benefit of the client’s online reputation. Ealixir does not offer a monitoring service over the time, ~~LLC~~once the indexation or the cancellation occurred. As a consequence, no subscription plan is offered.

OnSince ~~November~~each ~~26,~~client ~~2010,~~needs weand ~~entered~~appreciates ~~into an investment agreement (“IA”) with Kodiak, pursuant to which Kodiak committed to purchase, from time to time, over~~ a ~~period~~tailored ~~of two years~~service, ~~shares of our common stock for cash considerations of up to $15,000,000, subject to certain conditions and limitations discussed below. In connection with~~ the ~~IA,~~Company weagrees ~~also~~on ~~entered~~rates ~~into~~on acustomized ~~registration rights agreement with Kodiak, dated November 26, 2010~~basis. OnIn ~~January~~doing 19so, ~~2011~~reference weis ~~subsequently~~made ~~amended~~to ~~and restated~~ the ~~IA. The~~following ~~Amended~~pricing ~~and Restated Investment Agreement was attached as Exhibit 10.20 to our registration statement filed on January 19, 2011.~~schedule:

~~The shares of common stock that may be issued to Kodiak under the IA will be issued pursuant to an exemption from registration under the Securities Act. Pursuant to the registration rights agreement~~• WebID — $5, we have filed a registration statement, of which this prospectus is a part, covering the possible resale by Kodiak of a portion of the shares that we may issue to Kodiak under the IA. Through this prospectus, the selling shareholder may offer to the public for resale shares of our common stock that we may issue to Kodiak pursuant to the IA.000

~~This~~• Ealixir ~~registration statement covers only a portion of the shares of our common stock issuable pursuant to the IA with Kodiak. On January 21~~Removal — $1,500 ~~2011~~per welink ~~filed a registration statement registering 50,000,000 shares of our common stock issuable pursuant to the IA with Kodiak, which went effective~~ on ~~June 9, 2011. We may file subsequent registration statements covering the resale of additional shares of our common stock issuable pursuant to the IA with Kodiak.~~average

~~For~~• Ealixir aStory ~~period~~— ofThree 24packages ~~months~~at ~~from the effectiveness of a registration statement filed pursuant to the registration rights agreement~~$50,000; ~~we may~~$100,000; ~~from time to time, at our discretion,~~ and ~~subject to certain conditions that we must satisfy, draw down funds under the IA by selling shares of our common stock to Kodiak, up to an aggregate of~~ $15150,000,~~000,~~ ~~subject to various limitations that may reduce the total amount available to us~~respectively. The ~~purchase~~packages ~~price~~differ offrom ~~these~~each ~~shares~~other ~~will~~in ~~be 95% of~~ the ~~lowest~~number ~~closing best bid price “LCBBP”~~ of ~~the~~items ~~common~~and ~~stock~~geographic ~~during~~area ~~the pricing period (the “Pricing Period”), which is the five consecutive trading days after we give Kodiak a notice~~ of ~~an advance of funds (a “Put”) under the IA~~reference.

~~Our~~• News ~~ability~~Delete to— ~~require Kodiak to purchase our common stock is subject to various conditions and limitations. The maximum amount of each Put is equal to, at Kodiak’s discretion,~~ $~~500~~25,000 oreach ~~500%~~black of the average daily trading volume for the five trading days immediately preceding the delivery of the Put Notice multiplied by the average of the five (5) daily closing bid prices immediately preceding the Put datelist. ~~In addition, we shall not be entitled to submit a Put until after the previous Closing has been completed.~~

~~Before~~• Analytics ~~Kodiak~~— is$500,000 ~~obligated~~starting toprice. ~~buy~~It ~~any~~depends ~~shares~~ of ~~our common stock pursuant to a Put,~~ the ~~following~~structure ~~conditions, none~~ of ~~which~~the ~~are in Kodiak’s control, must be met:~~project.

·• Event aLaunch ~~Registration~~— ~~Statement~~$150,000 ~~shall~~starting ~~have~~price. ~~been~~It ~~declared~~depends ~~effective and shall remain effective and available for the resale~~ of ~~all~~ the ~~shares~~structure of ~~common stock at all times with respect to~~ the ~~subject Put;~~project.

·The atEalixir ~~all~~Story ~~times~~pricing ~~during~~depends ~~the period beginning~~ on the ~~related Put date and ending on and including the related Closing Date~~length, ~~the~~depth ~~Common Stock shall have been listed on the Principal Market~~ and ~~shall~~complexity ~~not have been suspended from trading thereon for a period~~ of ~~two (2) consecutive Trading Days during~~ the ~~Open~~client’s ~~Period~~story and wethe ~~shall~~news ~~not~~media ~~have~~outlets ~~been notified of any pending or threatened proceeding or other action~~ to ~~suspend~~which ~~the~~it ~~trading~~is ~~of our common stock;~~distributed.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We refer to the Jumpstart Our Business Startups Act of 2012 in this prospectus as the “JOBS Act,” and references in this prospectus to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

• only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

• reduced disclosure about our executive compensation arrangements;

• no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and

• exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We have elected to adopt certain reduced disclosure requirements for purposes of the registration statement of which this prospectus is a part. In addition, for so long as we qualify as an emerging growth company, we expect to take advantage of certain of the reduced reporting and other requirements of the JOBS Act with respect to the periodic reports we will file with the SEC and proxy statements that we use to solicit proxies from our stockholders. As a result, the information contained in this prospectus and in our periodic reports and proxy statements may be different than the information provided by other public companies.

·Table ~~we have complied with our obligations and are otherwise not in breach~~ of ~~or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been cured prior to delivery of the Put;~~Contents

·In noaddition, ~~injunction~~the ~~shall~~JOBS ~~have~~Act ~~been~~provides ~~issued~~that ~~and~~an ~~remain~~emerging ingrowth ~~force,~~company orcan ~~action~~take ~~commenced~~advantage byof aan ~~governmental~~extended ~~authority~~transition ~~which~~period ~~has~~for ~~not~~complying ~~been~~with ~~stayed~~new or ~~abandoned,~~revised ~~prohibiting~~accounting ~~the~~standards. ~~purchase~~This orallows an emerging growth company to delay the ~~issuance~~adoption of ~~the~~certain ~~common~~accounting ~~stock;~~standards ~~and~~until those standards would otherwise apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates for new or revised accounting standards.

·For certain risks related to our status as an emerging growth company, see the ~~issuance~~section oftitled “Risk Factors — Risks Related to Our Securities — We are an “emerging growth company” and a “smaller reporting company” under the ~~common~~JOBS ~~stock~~Act, ~~will~~and ~~not~~we ~~violate~~cannot ~~any~~be ~~shareholder~~certain ~~approval~~if the reduced disclosure requirements ofapplicable ~~the~~to ~~Principal~~emerging ~~Market~~growth companies and smaller reporting companies will make our Common Stock less attractive to investors.

·We ~~The~~are ~~Common~~also ~~Stock~~a ~~shall~~“smaller bereporting ~~authorized~~company” ~~for~~as ~~quotation~~defined onin Rule 12b-2 of the ~~Principal~~Securities ~~Market~~Exchange Act of 1934, as amended (the “Exchange Act”), and ~~trading~~have inelected to take advantage of certain of the ~~Common~~scaled ~~Stock~~disclosure ~~shall~~available ~~not~~for ~~have~~smaller ~~been~~reporting ~~suspended~~companies. byWe ~~the~~will ~~Principal~~remain ~~Market~~a orsmaller reporting company until the ~~SEC~~end of the fiscal year in which (1) we have a public common equity float of more than $250 million, ator ~~any~~(2) we ~~time~~have ~~beginning~~annual onrevenues for the ~~date~~most ~~hereof~~recently ~~and~~completed ~~through~~fiscal year of more than $100 million and ~~including~~a ~~the~~public ~~respective~~common ~~Closing~~equity ~~Date~~float ~~(excluding~~or ~~suspensions~~public float of ~~not~~ more than ~~one~~$700 million. ~~(1)~~We ~~Trading~~also ~~Day~~would ~~resulting~~not ~~from~~be ~~business~~eligible ~~announcements~~for bystatus ~~the~~as ~~Company,~~a ~~provided~~smaller ~~that~~reporting ~~such~~company ~~suspensions~~if ~~occur~~we ~~prior~~become toan ~~our~~investment ~~delivery~~company, an asset-backed issuer or a majority-owned subsidiary of ~~the~~a ~~Put)~~parent company that is not a smaller reporting company.

·We ~~Our~~have ~~representations~~elected ~~and~~to ~~warranties~~take ~~shall~~advantage beof ~~true~~certain ~~and correct as~~ of the ~~date~~reduced ~~when~~disclosure ~~made~~obligations ~~and~~in asthe registration statement of ~~the~~which ~~applicable~~this ~~Closing~~prospectus ~~Date~~is asa ~~though~~part ~~made~~and atmay ~~that~~elect ~~time~~to ~~and~~take weadvantage ~~shall~~of ~~have~~other ~~performed,~~reduced ~~satisfied~~reporting ~~and~~requirements ~~complied~~in ~~with~~future ~~the~~filings. ~~covenants~~As a result, ~~agreements~~the ~~and~~information ~~conditions~~that ~~required~~we provide to our stockholders may be ~~performed,~~different ~~satisfied~~from orwhat ~~complied~~you ~~with~~might byreceive usfrom onother orpublic ~~before~~reporting ~~such~~companies ~~Closing~~in ~~Date~~which you hold equity interests.

·Implications ~~We shall have executed and delivered to Kodiak the certificates representing, or have executed electronic book-entry transfer~~ of, ~~the~~Being ~~common stock (in such denominations as Kodiak shall request) being purchased by Kodiak at such Closing.~~a Controlled Company

·We ~~The~~expect ~~Board~~that ofour ~~Directors~~President and Chairman of the ~~Company~~Board, ~~shall~~Mr. Enea ~~have~~Angelo ~~adopted~~Trevisan, ~~resolutions~~will ~~consistent~~hold ~~with~~a ~~Section~~majority ~~4(B)(II)~~of ~~above~~our ~~(the~~voting power following this offering and we will continue to be a controlled company pursuant to “~~Resolutions~~controlled company”) ~~and~~defined ~~such~~under ~~Resolutions~~the ~~shall~~Nasdaq ~~not~~Listing ~~have~~Rules. ~~been~~Accordingly, ~~amended~~we orwill ~~rescinded~~be ~~prior~~a controlled company under tothe ~~such~~applicable ~~Closing~~Nasdaq ~~Date~~listing standards. For so long as we are a controlled company under that definition, we are permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including:

·• an Noexemption ~~statute,~~from the rule, ~~regulation,~~that ~~executive~~a ~~order,~~majority ~~decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority~~ of ~~competent~~our ~~jurisdiction~~board ~~which prohibits the consummation~~ of ~~any~~directors ofmust ~~the~~be ~~transactions~~independent ~~contemplated by this Agreement.~~directors;

·• an ~~The~~exemption ~~Registration~~from ~~Statement shall be effective on each Closing Date and no stop order suspending~~ the ~~effectiveness~~rule ~~of the Registration statement shall be in effect or to our knowledge shall be pending or threatened. Furthermore, on each Closing Date (I) neither we nor Kodiak shall have received notice~~ that the ~~SEC~~compensation ~~has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness~~ of ~~such~~our ~~Registration~~chief ~~Statement,~~executive ~~either~~officer ~~temporarily~~must orbe ~~permanently,~~determined or ~~intends~~recommended orsolely ~~has~~by ~~threatened~~independent todirectors; ~~do so (unless the SEC’s concerns have been addressed~~ and Investor is reasonably satisfied that the SEC no longer is considering or intends to take such action), and (II) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist.

·• an Atexemption ~~the~~from ~~time of each Closing,~~ the ~~Registration~~rule ~~Statement~~that ~~(including~~our ~~information~~director ornominees ~~documents~~must ~~incorporated by reference therein) and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to~~ be ~~stated~~selected ~~therein~~ or ~~necessary~~recommended tosolely ~~make~~by ~~the~~independent ~~statements therein not misleading or which would require public disclosure or an update supplement to the prospectus~~directors.

·As Ifa ~~applicable~~result, ~~our~~you ~~shareholders~~will ~~shall~~not have ~~approved~~ the ~~issuance~~same ofprotection ~~any~~afforded ~~common~~to ~~stock~~stockholders ~~in excess~~ of ~~the~~companies ~~Maximum~~that ~~Common~~are ~~Stock~~subject ~~Issuance or we shall have obtained appropriate approval pursuant~~ to ~~the~~these ~~requirements~~corporate ofgovernance ~~the State of Nevada and our Articles of Incorporation and By-laws~~requirements.

·Although Wewe ~~shall~~do ~~have~~not ~~certified~~intend to ~~Kodiak~~rely on the ~~number~~“controlled company” exemption under the Nasdaq Listing Rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of ~~Shares~~the members of ~~Common~~our ~~Stock~~board ~~outstanding~~of ~~when~~directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of this offering. Our status as a controlled company could ~~Put~~cause isour ~~given~~common stock to ~~Kodiak~~look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. Please see “Risk Factors — We are a “controlled company” defined under the Nasdaq Listing Rules. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, we could elect to rely on this exemption in the future and you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.”

There is no guarantee that we will be able to meet the foregoing conditions or any other conditions under the IA or that we will be able to draw down any portion of the amounts available under the IA.

The Registration Statement covers 60,000,000 shares of common stock under the IA. The previous Registration Statement that went effective on June 9, 2011 covered 50,000,000 shares of common stock under the IA. The entire common share requirement for the entire $15,000,000 under the IA would be approximately 3,947,368,421, based on an assumed LCBBP of $0.0038, representing 95% of the closing price of our common stock on July 6, 2011. However, we have decided to limit ourselves to 60,000,000 shares available, or $228,000, based on the closing price of our common stock as of July 6, 2011. If our share price rises, we will be able to draw down in excess of $228,000 and if it falls we will be able to draw less than $228,000. If we decide to issue more than 110,000,000 shares, we will need to file one or more additional registration statements with the SEC covering those additional shares.

~~Kodiak~~Table ~~agreed that during the term~~ of the IA, neither Kodiak nor any of its affiliates, nor any entity managed or controlled by it, will, or cause or assist any person to, enter into or execute any short sale of any shares of our common stock as defined in Regulation SHO promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Contents

~~The~~Corporate IAHistory ~~obligates~~and us to indemnify Kodiak for certain losses resulting from a misrepresentation or breach of any representation or warranty made by us or breach of any obligation of ours. Kodiak also indemnifies the Company for similar matters.Structure

We ~~issued~~were 1incorporated in the State of Nevada on June 7,~~500~~ 2019 under the name Bull Run Capital Holdings,~~000~~ ~~shares~~Inc. in order to participate in a holding company reorganization pursuant to the laws of ~~restricted~~the ~~common~~State ~~stock~~of ~~(not~~Nevada, ~~included~~which inwas completed on July 19, 2019. In this ~~prospectus~~reorganization Flint Telecom Group, Inc., our predecessor company (the “Predecessor”) tomerged ~~Kodiak~~with and into its indirect wholly owned subsidiary, Flint Merger Group Sub Inc., with the Predecessor as ~~part~~the surviving corporation and becoming our wholly owned subsidiary. At that time we engaged in a reverse stock split whereby one share of Common Stock was issued in exchange for every 50 shares then outstanding. Concurrently with this, we cancelled all of the stock held in Flint Telecom Group, Inc. resulting in our ~~obligations~~becoming a stand-alone entity with no subsidiaries. Our Common Stock was traded on the OTC Pink Market under the IAsymbol “BRCH”. On January 8, ~~500~~2020,~~000~~ ofour ~~which~~stockholders ~~were~~adopted ~~assigned~~an amendment to aour ~~third~~Articles ~~party~~of byIncorporation, ~~Kodiak. We~~changing ~~have~~our ~~also~~name ~~previously~~from ~~issued~~“Bull toRun ~~Kodiak~~Capital ~~520~~Holdings,~~000~~ ~~shares~~Inc.” ofto ~~restricted~~“Budding ~~common~~Times, ~~stock~~Inc.” ~~under~~As a ~~separate~~result, ~~consulting~~our ~~agreement~~trading symbol was changed to “BRCH.”

WeOn ~~may~~May ~~terminate the IA upon written notice to Kodiak~~21, ~~provided that (a) there are no Advances outstanding~~2020, ~~and (b)~~ we ~~have~~engaged ~~paid~~in ~~all~~a ~~amounts~~merger ~~owed~~(the to“2020 ~~Kodiak~~Merger”) ~~pursuant~~with toEalixir ~~the~~Privacy ~~IA.~~Services, ~~The~~Ltd, ~~obligation~~Dublin, ofIreland, ~~Kodiak~~whereby towe ~~make~~issued an ~~Advance~~aggregate ~~to us pursuant to the IA shall be suspended if (a) the trading~~ of ~~our common stock is suspended by the SEC~~35,376,126 ~~the~~shares ~~OTCBB or the NASB for a period~~ of ~~two~~our ~~consecutive~~Common ~~days,~~Stock or (b)post ~~the~~reverse ~~common~~1:50 stock ~~ceases~~split) to ~~be registered under~~ the ~~SEC~~stockholders ~~1934~~of ~~Act~~Ealixir, orpro ~~listed~~rata onto ~~the~~their ~~OTCBB,~~respective ~~and~~ownership ~~shall~~prior ~~remain~~to ~~suspended until~~ the ~~situation~~2020 ~~is rectified~~Merger. ~~Either~~ weAs orpart ~~Kodiak~~of ~~may~~this ~~terminate~~transaction ~~the~~our IAstockholders ~~should~~approved ~~the other (i) institute proceedings to be adjudicated~~ a ~~voluntary~~reverse ~~bankrupt,~~stock orsplit ~~consent~~whereby toone ~~the~~share ~~filing~~ of aCommon ~~petition~~Stock ofwas ~~bankruptcy~~issued ~~against~~for ~~it;~~every ~~(ii) be~~25 ~~adjudicated~~shares byoutstanding aand ~~court~~adopted ofan ~~competent~~amendment ~~jurisdiction as being bankrupt or insolvent; (iii) seek reorganization under any bankruptcy act, or consent~~ to ~~the~~our ~~filing~~Articles of ~~a petition seeking such reorganization~~Incorporation, orchanging ~~(iv) have~~our aname ~~decree~~to ~~entered~~“Ealixir, ~~against~~Inc.”. itThe byeffective adate ~~court~~ of ~~competent~~the ~~jurisdiction~~reverse ~~appointing~~split awas ~~receiver,~~July ~~liquidator~~8, ~~trustee~~2020. orAll ~~assignee~~references in ~~bankruptcy~~this orProspectus into ~~insolvency~~our ~~covering~~issued ~~all~~and oroutstanding ~~substantially~~Common ~~all~~Stock ofis ~~such~~presented ~~party’s~~on ~~property~~a orpost ~~providing~~reverse ~~for~~stock ~~the~~split ~~liquidation~~basis ofunless ~~such~~otherwise ~~party’s property or business affairs~~indicated.

~~The~~We ~~issuance~~are of our shares of common stock under the IA will have no effect on the rights or privileges of existing holders of common stock except that the economic and voting interests of each stockholder will be diluted as a ~~result~~holding ofcompany ~~the~~operating ~~issuance~~through ofthree ~~our~~separate ~~shares. Although~~wholly ~~the~~owned ~~number of shares of common stock that stockholders presently own will not decrease~~companies, ~~these~~Ealixir ~~shares~~USA ~~will represent a smaller percentage of our total shares that will be outstanding after any issuances of shares of common stock to Kodiak~~Inc. ~~If we draw down amounts under the IA when our share price is decreasing~~, weEALIXIR ~~will~~HISPANIA ~~need to issue more shares to raise the same amount than if our stock price was higher~~S. ~~Such~~L. ~~issuances~~(“Ealixir ~~will~~Hispania”) ~~have a dilutive effect~~ and ~~may~~ELAB ~~further~~Hispania, ~~decrease~~S.L. ~~our~~(“ELAB ~~stock price~~Hispania”). AnBelow ~~example~~is ofa ~~the~~chart ~~effect~~ of ~~issuing shares when~~ our ~~stock~~corporate ~~price is comparatively low is set forth below.~~structure:

~~Under~~Listing ~~the IA, the purchase price of the shares to be sold to Kodiak will be at a discount of 5% from the LCBBP during the five trading days following our election to sell shares to Kodiak depending~~ on the ~~market~~Nasdaq ~~price~~Capital at the time. The table below illustrates an issuance of shares of common stock to Kodiak under the IA for a hypothetical draw down amount of $50,000 at an assumed LCBBP of $0.004, based on the closing of our common stock on July 6, 2011.Market

Draw Down Amount				LCBBP				% Discount				Price to be Paid by Kodiak				Number of Shares to be Issued
$	50,000			$	0.004				5	%		$	0.0038				13,157,895

Our Common Stock is currently quoted on the OTC Pink Market under the symbol “EAXR.” In connection with this offering, we intend to apply to list our Common Stock on Nasdaq under the symbol “EAXR.” If our listing application is approved, we expect to list our Common Stock on Nasdaq upon consummation of the offering, at which point our Common Stock will cease to be traded on the OTC Pink Market. No assurance can be given that our listing application will be approved. Nasdaq listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements. There can be no assurance that our Common Stock will be listed on the Nasdaq.

By comparison, if the LCBBP of our common stock was higher than $0.004, the number of shares that we would be required to issue in order to have the same draw down amount of $50,000 would be smaller, as shown by the following table:

Draw Down Amount				LCBBP				% Discount				Price to be Paid by Kodiak				Number of Shares to be Issued
$	50,000			$	0.008				5	%		$	0.0076				6,578,947

Accordingly, the effect of the first example outlined above from the second example outlined above, would be dilution of an additional 6,578,948 shares issued due to the lower stock price. In effect, a lower price per share of our common stock means a higher number of shares to be issued to Kodiak, which equates to greater dilution of existing stockholders. The effect of this dilution may, in turn, cause the price of our common stock to decrease further, both because of the downward pressure on the stock price that would be caused by a large number of sales of our shares into the public market by Kodiak, and because our existing stockholders may disagree with a decision to sell shares to Kodiak at a time when our stock price is low, and may in response decide to sell additional numbers of shares, further decreasing our stock price.

The following table shows the effect on the number of shares required for a Put for the value of the full $15,000,000 IA, in the event the common stock price is below the current share price, at the current closing price, and higher than the current share price in the IA.

	As At 07/06/2011		Lower		Lower		Higher		Higher		Higher
LCBBP during the Purchase Period (as defined above)	$	0.0040	0.0030	$	0.0020	$	0.005	$	0.01	$	0.05
Purchase Price (defined above as 95% of the LCBBP)	$	0.0038	0.0029	$	0.0019	$	0.0048	$	0.0095	$	0.0475
Number Subject to the IA if 100% of the IA is Executed.		3,947,368,421	5,263,157,895		7,894,736,842		3,157,894,737		1,578,947,368		315,789,474

The Company entered into the IA with the intention to grow our business, which in turn should increase our value. In addition, as reflected above, if our share price declines significantly and we still desire to draw down on the IA, in addition to having to file one or more additional registration statements, we may need to amend our articles of incorporation to increase our authorized shares of common stock, which is currently 900,000,000 shares, or effect a reverse split, either of which would require shareholder approval.

The Offering
Common stock offered:	Up to 60,000,000 shares of common stock, $0.01 par value, to be offered for resale by Kodiak.
Common stock outstanding prior to this offering:	339,790,602
Common stock to be outstanding after this offering:	399,790,602 shares, assuming all shares offered for resale are sold.
Use of proceeds:	We will not receive any proceeds from the sale of the shares of common stock offered by Kodiak. See “Use of Proceeds.”
Risk factors:	An investment in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus.
OTC Bulletin Board symbol:	“FLTT.OB”

Table of Contents

Corporate Information

Our principal place of business is located at 40 SW 13th Street, Penthouse 1, Miami FL 33130. Our telephone number is (786) 856-0358. Since April 25, 2018, our principal office in Europe is Avenida Josep Tarradellas, 38, 08029, Barcelona, Spain.

Recent Developments

The hallmark of Ealixir has always been to maintain leadership in the market of online identity management, through continuous research in the IT field, in order to be able to provide trusted services to companies and individuals. Ealixir recently undertook investments in artificial intelligence technologies that will enable self-diagnostic mechanisms and simple applications to be downloaded onto client smartphones. We anticipate that by next year these applications will enable our clients to analyze their reputational content on the internet in a quick and effective manner, at a competitive price. This process will enable Ealixir to evaluate and analyze large amounts of data points to ensure our marketing efforts are reaching intended audiences.

Artificial Intelligence

In pursuing the process of strengthening the IT architecture and to broaden its offer of services, the Company recently engaged in a strategic collaboration with an institute for development of artificial intelligence. The cooperation, driven by Ealixir in its inner features, will support several innovative applications and the deployment of new services; in this regard, it is worthy to mention the service ‘RepScore’, our latest offering, which is designed to offer an immediate and broad overview of a person’s or company’s web reputation; the application scans the internet to analyze the sentiment which is mostly associated with the client and, then, assigns a score from 1 to 1,000 (where a higher number denotes a more positive sentiment). We forecast for the first year 400,000 downloads for the application and 6-7,000 actual new clients onboard (an estimated 0.2 % of new clients over downloads). We expect to offer RepScore to new and existing clients starting in 2024.

Corporate events (‘Ealixir Event Launch’).

The development of the application is also driven in-house, with limited support by external IT professionals. It gives the client companies the unique opportunity to promote their event on an international scale, providing visibility in more than 1200 online periodicals in 30 countries around the world. In delivering the services, Ealixir works with accredited journalists and PR experts who will develop the most effective editorial plan to promote an event (e.g., the launch of a new product, an important anniversary, or the grand opening of a new office) and draft articles and press releases for distribution in the target countries in authoritative newspapers.

Contracts management

Ealixir considers the operational contract management software (the “Platform”) to be of strategic importance; the Platform was initially developed exclusively in-house. It is regularly updated, and new functions are continuously being developed in order to support the increasing complexity of customer relations, enabling the Company operations to keep not only effective, but ever more distinctive compared to its competitors.

These improvements, which take the form of operational adjustments and the implementation of new functions, although entrusted in the operational component to an external company, are always driven by the Company’s top managers, in order to ensure the committed confidentiality to our clients and the advisable protection of the Company’s know-how.

~~RISK~~Table ~~FACTORS~~of Contents

~~Investing~~SUMMARY inOF ~~our~~RISK shares of common stock is very risky. Before making an investment decision, you should carefully consider all of the risks described in this prospectus. If any of the risks discussed in this prospectus actually occur, our business, financial condition and results of operations could be materially and adversely affected, the price of our shares could decline significantly, and you might lose all or a part of your investment. The risk factors described below are not the only ones that may affect us. Our forward-looking statements in this prospectus are also subject to the following risks and uncertainties. In deciding whether to purchase our shares, you should carefully consider the following factors, among others, as well as information contained in this prospectus.FACTORS

~~Risks~~Our ~~Relating~~business is subject to multiple risks and uncertainties, as more fully described in “Risk Factors” and elsewhere in this prospectus. We urge you to read “Risk Factors” and this prospectus in full. Our ~~Company~~principal risks may be summarized as follows:

WEWe ~~NEED~~are ~~ADDITIONAL~~subject ~~CAPITAL~~to TOrisks ~~CONTINUE~~and ~~OPERATIONS~~uncertainties ~~AND~~related ~~FUND~~to ~~OTHER~~our ~~LIQUIDITY~~business ~~NEEDS;~~and IFCompany, WEincluding, DObut ~~NOT~~are ~~RAISE~~not ~~ADDITIONAL~~limited ~~CAPITAL~~to, WEthe ~~WILL NEED TO CURTAIL OR CEASE OPERATIONS.~~following:

~~Since~~• During ~~our inception, we have financed our operations primarily through~~ the ~~sale~~last oftwo ~~our~~fiscal years ~~common stock and convertible notes and loans. On June 30, 2010,~~ we ~~had~~did ~~$19,419~~not ~~in cash; on March 31, 2011 we had $45,568 in cash. To execute on our business plan successfully, we will need to raise additional money in the future. We cannot assure you that our business will~~ generate ~~sufficient~~profits ~~cash flow~~ from ~~operations in the future, or that~~ our currently anticipated growth in revenues and cash flow will be realized on schedule or that future borrowings will be available to us in an amount sufficient to enable the repayment of any indebtedness or to fund our other liquidity needs. Additional financing may not be available on favorable termsoperations, oralthough ~~at all. The exact amount of funds raised, if any, will determine whether~~ we ~~will~~had beprofits ~~able~~from ~~to repay~~ our indebtedness and how quickly we can grow our business. No assurance can be given that we will be able to raise capital when needed or at all, or that such capital, if available, will be on terms acceptable to us. If we are not able to raise additional capital, we will likely need to curtail or cease operations~~. Although~~ ~~we have entered into the IA with Kodiak, there can be no assurance that we will be successful~~ in ~~raising any capital pursuant to~~ the ~~IS.~~nine months ~~Other~~ended ~~than the IA~~September 30, ~~we currently rely on issuing convertible debt to provide working capital to the Company that are made available from time to time~~2022. ~~If adequate funds are not available when required, we will need to curtail or cease operations.~~

~~OUR~~• We ~~BUSINESS~~have ~~HAS~~generated ~~HISTORICALLY~~negative ~~INCURRED~~cash ~~LOSSES~~flow ~~AND~~from ~~THESE~~operating ~~LOSSES~~activity ~~ARE~~during ~~EXPECTED~~the years TOended ~~CONTINUE~~December 31, IN2021, ~~THE~~and ~~FUTURE~~2020, although we have positive cash flows from operating activities in the nine months ended September 30, 2022.

We• Our ~~recorded~~independent aauditor ~~net~~has ~~loss~~expressed ~~for~~a ~~each~~“going ~~year~~concern” ~~since our current business began through our fiscal year ended June 30, 2010~~opinion. ~~As of June 30, 2010, we had an accumulated deficit of $50,088,548. As of March 31, 2011 we had an accumulated deficit of $57,535,819.~~

• We ~~have~~do not ~~achieved~~currently profitability and we expect to continue to incur operating losses in the future. These losses may be higher than our current losses from operations. Many of our operating expenses are fixed in the short term. We have ~~incurred~~an ~~(and~~external ~~may~~line ~~incur in the future) losses from the impairment~~ of ~~goodwill~~credit orfacility ~~other~~with ~~intangible~~any ~~assets,~~financial ~~or from the impairment of the value of companies that we acquired~~institution. ~~We must therefore generate revenues sufficient to offset these expenses in order for us to become profitable. If we do achieve profitability, we may not be able to sustain it.~~

Because we expect to continue to incur significant sales and marketing, systems development and administrative expenses, we will need to generate significant revenue to become profitable and sustain profitability on a quarterly or annual basis. • We ~~may~~rely ~~not achieve or sustain our revenue or profit goals and our losses may continue or grow in the future. As a result, we may not be able to increase revenue or achieve profitability~~ on a ~~quarterly~~single orline ~~annual~~of ~~basis~~business.

~~OUR~~• We ~~INDEPENDENT~~are ~~CERTIFIED~~an ~~PUBLIC~~early-stage ~~ACCOUNTANTS~~company ~~HAVE~~with ~~RAISED~~a ~~DOUBTS~~business ~~ABOUT~~model ~~OUR~~and ~~ABILITY~~marketing TOstrategy ~~CONTINUE~~still ASbeing Adeveloped ~~GOING~~and ~~CONCERN~~largely untested.

~~For~~• Our ~~the~~management year ended June 30, 2010, our independent auditor issued a report relating to our audited financial statements which contains a qualification with respect to our ability to continue as a going concern because, among other things, our ability to continue as a going concern is dependent upon our ability to generate profits from operations in the future or to obtain the necessary financing to meet our obligations and ~~repay~~organizational ~~our~~structures ~~liabilities when they come due. The financial statements do not include any adjustments that might be necessary if we~~ are ~~unable~~still todeveloping continue as a going concern. As reflected in our most recent audited financial statements, we have incurred a net loss for the year ended June 30, 2010 of $28,865,778, a working capital deficiency of $10,630,231, a stockholder deficiency of $15,906,274 and ~~cash~~remain ~~used~~susceptible into ~~operations~~error of $2,204,283. Flint had a net loss of $6,463,091for the nine months ended March 31, 2011, negative cash flow from operating activities of $830,997for the nine months ended March 31, 2011, a stockholder’s deficit of $19,475,637 and ~~a working capital deficit of $15,859,159 as of March 31, 2011~~inefficiencies. ~~This raises substantial doubt about our ability to continue as a going concern.~~

• We are primarily a B2C business that relies on small customers and spot contracts.

• Because we conduct operations in several different countries, we may be affected by currency fluctuations.

• We rely on outside consultants and agents.

• Privacy and data protection regulations are complex and rapidly evolving areas. Adverse interpretations of these laws could harm our business, reputation, financial condition, and operating results.

• We operate in numerous countries and are subject to various different laws and regulations which can change significantly.

• Our business depends on continued and unimpeded access to the internet by us and our users. Internet access providers may be able to restrict, block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers.

• We are subject to risks relating to our information technology systems, and any failure to adequately protect our critical information technology systems could materially affect our operations.

• The success of our Company will depend on relationships with third parties and pre-existing customers of Ealixir which relationships may be affected by customer preferences or public attitudes about the Company being public. Any adverse changes in these relationships could adversely affect our business, financial condition or results of operations.

~~RISKS~~Table OFof ~~BORROWING; LOAN DEFAULTS.~~Contents

• We ~~have~~face ~~incurred~~intense ~~indebtedness and may incur additional indebtedness in the future~~competition, and awe ~~portion~~may ofnot ~~our cash flow will have to~~ be ~~dedicated~~able to ~~the~~compete ~~payment of principal and interest on such indebtedness. Such loan agreements provide for default under certain circumstances. As of the date of the filing of this report~~effectively, wewhich have a total of approximately $4 million of loan principal that is past due from a total principal balance of approximately $6.7 million, representing 14 individual parties. Under the terms of the loan agreements the $6.7 million principal is payable. In addition, approximately $2.2 million of accumulated interest, preferred share dividends and related penalties is past due on these loans. A default under a loan agreement could ~~result~~reduce indemand ~~the~~for ~~loan~~our ~~becoming~~products ~~immediately due~~ and ~~payable~~adversely ~~and,~~affect ~~if unpaid, a judgment in favor of such lender which would be senior to the rights of owners of common stock of the Company. A judgment creditor would have the right to foreclose on any of~~ our ~~assets that may result in a material adverse effect on our~~ business, ~~operating results or financial condition. Upon default~~growth, werevenues ~~are~~and ~~required~~market ~~to pay interest in cash to the note holder, payable on demand, on the outstanding principal balance of the note from the date of the default until the default is cured at the rate range of 0% - 18%~~share. ~~Upon default, the note holders may, at any time at their option, declare the entire unpaid principal balance of the note, together with all interest accrued hereon, immediately due and payable.~~

~~OUR~~• Failure ~~SUCCESS~~to ~~DEPENDS~~adequately ONmanage ~~THIRD~~our ~~PARTIES~~growth INcould ~~OUR~~impair ~~DISTRIBUTION~~our ~~CHANNELS~~ability to deliver high-quality solutions to our customers, hurt our reputation and compromise our ability to become profitable.

We• The currently sell our services through partners only and not directly to customers, and are focusing efforts on diversifying and increasing our distribution channels. Our future revenue growth will depend, in large part, on sales of our products and services through these resellers, partners and other distribution relationships. We may not be successful in developing additional distribution relationships. Entities that distribute our products may compete with us. In addition, distributors and resellers may not dedicate sufficient resources or give sufficient priority to selling our products. Our failure to develop new distribution channels, the loss of akey ~~distribution~~personnel ~~relationship or a decline in the efforts of a material reseller or distributor~~ could have a material adverse effect on our business, financial condition or ~~operating~~ results of operations.

~~DECREASING~~• Most ~~TELECOMMUNICATIONS~~of ~~RATES~~our ~~AND~~senior ~~INCREASING~~management ~~REGULATORY~~team ~~CHARGES~~will ~~MAY~~have ~~DIMINISH~~limited ORexperience ~~ELIMINATE~~managing ~~OUR~~a ~~COMPETITIVE~~Nasdaq-traded ~~PRICING~~company, ~~ADVANTAGE~~and regulatory compliance may divert their attention from the day-to-day management of our business.

~~Decreasing~~• Our ~~telecommunications~~reported ~~rates~~financial ~~may~~results diminish or eliminate the competitive pricing advantage of our services. Increased regulation and the imposition of additional regulatory funding obligations at the federal, state and local level could require us to either increase the retail price for our services, thus making us less competitive or absorb such costs, thus decreasing our profit margins. International and domestic telecommunications rates have decreased significantly over the last few years in most of the markets in which we operate, and we anticipate these rates will continue to decline in all of the markets in which we do business or expect to do business. Users who select our services to take advantage of the current pricing differential between traditional telecommunications rates and our rates may ~~switch to traditional telecommunications carriers if such pricing differentials diminish or disappear, and we will~~ be ~~unable~~adversely toaffected ~~use~~by ~~such~~changes ~~pricing differentials to attract new customers~~ in ~~the future~~U. In addition, our ability to market our services to other service providers depends upon the existence of spreads between the rates offered by us and the rates offered by traditional telecommunications carriers, as well as a spread between the retail and wholesale rates charged by the carriers from which we obtain wholesale servicesS. ~~Continued rate decreases would require us to lower our rates to remain competitive and will reduce or possibly eliminate any gross profit from our services~~ GAAP. ~~Furthermore, if telecommunications rates continue to decline, we may lose subscribers for our services.~~

WE• Our ~~RELY~~President ONand ~~THIRD~~Chairman ~~PARTY~~of ~~NETWORK~~the ~~SERVICE~~Board ~~PROVIDERS~~has TOa ~~ORIGINATE~~substantial ~~AND~~influence ~~TERMINATE~~over ~~SUBSTANTIALLY~~our ~~ALL~~Company. OFHis ~~OUR~~interests ~~PUBLIC~~may ~~SWITCHED~~not ~~TELEPHONE~~be ~~NETWORK~~aligned ~~CALLS~~with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions.

• We ~~leverage~~are ~~the~~a ~~infrastructure~~“controlled ofcompany” ~~third~~as ~~party~~defined ~~network~~under ~~service~~the ~~providers~~Nasdaq toListing ~~provide~~Rules. ~~telephone~~Although ~~numbers,~~we ~~public~~do ~~switched~~not ~~telephone~~intend ~~network~~to ~~call~~rely ~~termination~~on ~~and~~the ~~origination~~“controlled ~~services~~company” ~~and~~exemption ~~local~~under ~~number portability for our customers rather than deploying our own network throughout~~ the ~~United~~Nasdaq ~~States.~~Listing ~~This~~Rules, ~~decision~~we ~~has~~could ~~resulted~~elect into ~~lower~~rely ~~operating~~on ~~costs~~this ~~for~~exemption ~~our business~~ in the ~~short~~future ~~term~~and ~~but~~you ~~has~~will ~~reduced~~not ~~our~~have ~~operating~~the ~~flexibility~~same ~~and~~protection ~~ability~~afforded to ~~make~~stockholders ~~timely service changes. If any~~ of ~~these~~companies ~~network service providers cease operations or otherwise terminate the services~~ that weare ~~depend~~subject ~~on, the delay in switching our technology~~ to ~~another~~these ~~network~~corporate ~~service~~governance ~~provider, if available, and qualifying this new service could have a material adverse effect on our business, financial condition or operating results~~requirements.

~~There~~• We ~~can~~have beconsiderable nodiscretion ~~assurance~~as ~~that our current service providers will be able or willing~~ to ~~supply~~the ~~cost-effective~~use ~~services~~of ~~to us in~~ the ~~future~~net orproceeds ~~that~~from ~~we will be successful in signing up alternative or additional providers. Our ability to provide service to our subscribers would be impacted during~~ this ~~timeframe,~~offering and ~~this could have an adverse effect on our business, financial condition or results of operations. The loss of access to, or requirement to change, the telephone numbers~~ we ~~provide~~may touse ~~our~~these ~~customers~~proceeds ~~also~~in ~~could~~ways ~~have~~with awhich ~~material~~you ~~adverse~~may ~~effect~~not ~~on our business, financial condition or operating results~~agree.

• Because the market for our common stock is limited, persons who purchase our common stock may not be able to resell their shares at or above the purchase price paid for them.

• We may be unable to list our common stock on Nasdaq.

• There is a limited market for our securities, which may make it more difficult to dispose of our securities and we may fail to sustain listing on Nasdaq, which could make it more difficult for investors to sell their shares.

• To date, we have not paid any cash dividends, and no cash dividends will be paid in the foreseeable future.

• Our articles of incorporation allows our board to create new series of preferred stock without approval by our stockholders, which could adversely affect the rights of the holders of our Common Stock.

• Provisions of our Bylaws and Nevada law may delay or prevent a take-over that may not be in the best interests of our stockholders.

• Our existing stockholders will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, which could impact the trading price of our Common Stock.

~~INTENSE~~Table ~~COMPETITION~~of ~~IN THE TELECOMMUNICATIONS INDUSTRY IN WHICH WE COMPETE COULD PREVENT US FROM INCREASING OR SUSTAINING OUR REVENUE AND INCREASING OR MAINTAINING PROFITABILITY.~~Contents

~~The~~THE telecommunications industry is highly competitive. We face intense competition from traditional telephone companies, wireless companies, cable companies, competitive local exchange carriers, alternative voice communication providers and independent VoIP providers.OFFERING

Most traditional wireline and wireless telephone service providers and cable companies are substantially larger and better capitalized than we are and have the advantage of a large, existing customer base. Because most of our target customers are already purchasing communications services from one or more of these providers, our success is dependent upon our ability to attract target customers away from their existing providers. Until recently, our target market has been composed largely of early adopters, or people who tend to seek out new technologies and services. Attracting customers away from their existing providers will become more difficult as the early adopter market becomes saturated and mainstream customers make up more of our target market. In addition, these competitors could focus their substantial financial resources to develop competing technology that may be more attractive to potential customers than what we offer. Our competitors’ financial resources may allow them to offer services at prices below cost or even free in order to maintain and gain market share or otherwise improve their competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain partners and customers or could cause us to lower our prices in order to compete and reduce our market share and revenues.

Common Stock offered by us:		shares of Common Stock.
Shares of Common Stock Outstanding prior to this Offering		48,259,753 shares of Common Stock.
Shares of Common Stock to be Outstanding after this Offering		shares of Common Stock (or shares if the underwriters exercise their over- allotment option to purchase additional shares in full).
Use of Proceeds		We estimate that the net proceeds from our issuance and sale of shares of our Common Stock in this offering will be approximately $ , assuming an initial public offering price of $ per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their over- allotment option to purchase additional shares in full to cover over-allotments, if any, we estimate that our net proceeds will be approximately $ . We currently anticipate using the net proceeds from this offering, together with our existing resources, for research and development, marketing, channel partner expansion, working capital and general corporate purposes. See the section titled “Use of Proceeds” for additional information.
Underwriter Warrants		We have agreed to issue warrants to the underwriter (the “Underwriter Warrants”) to purchase a number of shares of Common Stock equal to an aggregate of 5% of the aggregate number of the shares sold in this offering. The Underwriter Warrants will have an exercise price equal to 115% of the offering price of the Common Stock sold in this offering. The Underwriter Warrants are not exercisable or convertible for more than five (5) years from the commencement of sales of the public offering. The Underwriter Warrants also provide for customary anti-dilution provisions and immediate “piggyback” registration rights with respect to the registration of the Common Stock underlying the Underwriter Warrants for a period of five (5) years from the commencement of the sales of the Common Stock in connection with this offering. We have agreed not to re-price or amend the terms of any outstanding options and warrants as of the date on which the trading of the Common Stock on Nasdaq commences for a period of up to 14 months.
Underwriter Over-Allotment Option		We have also granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to an aggregate of [___] additional Common Stock at the public offering price.
Lock-up agreements		We and our executive officers, directors and certain of our stockholders have agreed with the underwriters not to sell, transfer or dispose of any shares or similar securities for 6 months from the date on which the trading of our Common Stock commences. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”

We also are subject to the risk that new technologies may be developed that are able to deliver competing voice services at lower prices, better or more conveniently. Future competition from new technologies could have a material adverse effect on our growth and operating results.

Given the significant price competition in the markets for our products, we are at a significant disadvantage compared to our competitors, many of whom have substantially greater resources, and therefore may be better able to withstand an extended period of downward pricing pressure. The adverse impact of a shortfall in our revenues may be magnified by our inability to adjust spending to compensate for such shortfall. Announcements by our competitors or us of new products and technologies could cause customers to defer purchases of our existing products, which also could have a material adverse effect on our business, financial condition or operating results.

Most of our current and potential competitors have longer operating histories, significantly greater resources and name recognition, and a larger base of customers than we have. As a result, these competitors may have greater credibility with our existing and potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion and sale of their products than we can to ours. Our competitors may also offer bundled service arrangements offering a more complete product despite the technical merits or advantages of our products. Competition could decrease our prices, reduce our sales, lower our gross profits or decrease our market share.

IF WE SUBSTANTIALLY UNDERESTIMATE OR OVERESTIMATE THE DEMANDS FOR OUR SERVICES, OUR COST OF PROVIDING THESE SERVICES COULD INCREASE.

We expect to continue to enter into resale agreements for a portion of our services. In connection with these agreements, we must estimate future demand for our services. If we overestimate this demand, we may be forced to pay for services we do not need, and if we underestimate this demand, we may need to lease additional capacity on a short-term basis at unfavorable prices, assuming additional capacity is available. If additional capacity is not available, we will not be able to meet this demand.

WE MAY HAVE DIFFICULTY IDENTIFYING THE SOURCE OF THE PROBLEM WHEN THERE IS A PROBLEM IN A NETWORK.

Our services must successfully integrate with products from other vendors. As a result, when problems occur in a network, it may be difficult to identify the source of the problem. The occurrence of hardware and software errors, whether caused by our services or another vendor’s products, may result in the delay or loss of market acceptance of our products and any necessary revisions may force us to incur significant expenses. The occurrence of some of these types of problems may seriously harm our business, financial condition or operating results.

WE ARE SUBJECT TO SIGNIFICANT REGULATION THAT COULD CHANGE IN AN ADVERSE MANNER.

Communications services are subject to significant regulation at the federal, state, local and international levels. These regulations affect our business and our existing and potential competitors. Delays in receiving required regulatory approvals (including approvals relating to acquisitions or financing activities), completing interconnection agreements with incumbent local exchange carriers, or the enactment of new and adverse regulations or regulatory requirements may have a material adverse effect on our business. In addition, future legislative, judicial and regulatory agency actions could have a material adverse effect on our business.

Federal legislation provides for a significant deregulation of the U.S. telecommunications industry, including the local exchange, long distance and cable television industries. This legislation remains subject to judicial review and additional Federal Communications Commission, or FCC, rulemaking. As a result, we cannot predict the legislation’s effect on our future operations. Many regulatory actions are under way or are being contemplated by federal and state authorities regarding important issues. These actions could have a material adverse effect on our business. The failure of our products and services to comply, or delays in compliance, with various existing and evolving standards could delay or interrupt volume production of our VoIP telephony products, subject us to fines or other imposed penalties, or harm the perception and adoption rates of our service, any of which would have a material adverse effect on our business, financial condition or operating results.

OUR NETWORK CAPACITY AND CUSTOMER SERVICE SYSTEM MAY NOT BE ADEQUATE AND MAY NOT EXPAND QUICKLY ENOUGH TO SUPPORT OUR ANTICIPATED CUSTOMER GROWTH.

Our financial and operational success depends on ensuring that we have adequate network capacity, sufficient infrastructure equipment and a sufficient customer support system to accommodate anticipated new customers and the related increase in usage of our network. Our failure to expand and upgrade our networks type to meet the demands and preferences of our customers and obtaining additional spectrum, if required, to meet the increased usage could have a material adverse effect on our business.

WETable ~~COULD~~of ~~BE LIABLE FOR BREACHES OF SECURITY ON OUR WEB SITE, FRAUDULENT ACTIVITIES OF OUR USERS, OR THE FAILURE OF THIRD-PARTY VENDORS TO DELIVER CREDIT CARD TRANSACTION PROCESSING SERVICES.~~Contents

A fundamental requirement for operating an Internet-based, worldwide voice communications service and electronically billing customers is the secure transmission of confidential information and media over public networks. Our developed systems and processes that are designed to protect consumer information and prevent fraudulent credit card transactions and other security breaches may fail to mitigate such fraud or breaches may adversely affect our operating results. The law relating to the liability of providers of online payment services is currently unsettled and states may enact their own rules with which we may not comply.

Dividend policy		The Company has never paid dividends on its Common Stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the Board and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant. See “Dividend Policy.”
Risk Factors		Investing in our Common Stock involves a high degree of risk. For a discussion of factors, you should consider in making an investment, see “Risk Factors” beginning on page 13.
Proposed Nasdaq Listing		Our Common Stock is currently quoted on the OTC Pink Open Market operated by OTC Markets Group, Inc. under the ticker symbol “EAXR.” We intend to apply to have our Common Stock listed on the Nasdaq under the same symbol “EAXR”. There is no assurance that such application will be approved.

WeUnless ~~rely~~we onindicate ~~third party providers to process and guarantee payments made by Flint subscribers up to certain limits~~otherwise, ~~and~~the wenumber ~~may~~of beshares ~~unable~~of ~~to prevent~~ our ~~customers~~Common ~~from~~Stock ~~fraudulently~~that ~~receiving~~will ~~goods~~be ~~and~~outstanding ~~services.~~immediately ~~Our~~after ~~liability~~the ~~risk~~offering ~~will~~is ~~increase~~based ifon a48,259,753 ~~larger~~shares ~~fraction~~ of our ~~Flint~~Common ~~transactions~~Stock ~~involve~~outstanding ~~fraudulent~~as orof ~~disputed~~January ~~credit~~4, ~~card transactions~~2023. ~~Any~~Except ~~costs we incur~~ as aotherwise ~~result~~indicated ofherein, ~~fraudulent~~all orinformation ~~disputed~~in ~~transactions~~this ~~could~~prospectus ~~harm~~assumes ~~our~~no ~~business.~~exercise Inby ~~addition,~~ the ~~functionality~~underwriters of ~~our~~their ~~current billing system relies on certain third~~over-~~party~~allotment ~~vendors~~option ~~delivering services. If these vendors are unable or unwilling~~ to ~~provide~~purchase ~~services,~~additional we will not be able to charge for our Flint services in a timely or scalable fashion, which could significantly decrease our revenue and have a material adverse effect on our business, financial condition and operating resultsshares.

WE HAVE EXPERIENCED LOSSES DUE TO SUBSCRIBER FRAUD AND THEFT OF SERVICE.

Subscribers have obtained access to the Flint service without paying for monthly service and international toll calls by unlawfully using our authorization codes or by submitting fraudulent credit card information. To date, such losses from unauthorized credit card transactions and theft of service have not been significant. We have implemented anti-fraud procedures in order to control losses relating to these practices, but these procedures may not be adequate to effectively limit all of our exposure in the future from fraud. If our procedures are not effective, consumer fraud and theft of service could significantly decrease our revenue and have a material adverse effect on our business, financial condition and operating results.

THIRD PARTIES MAY ALLEGE THAT WE INFRINGED ON THEIR PROPERTY RIGHTS, WHICH WOULD DISRUPT OUR BUSINESS.

There has been substantial litigation in the telecommunications industry regarding intellectual property rights and, from time to time, third parties may claim infringement by us of their intellectual property rights. Our broad range of technology, including IP telephony systems, digital circuits, software, and semiconductors, increases the likelihood that third parties may claim infringement by us of their intellectual property rights. If we were found to be infringing on the intellectual property rights of any third party, we could be subject to liabilities for such infringement, which could be material. We could also be required to refrain from using, manufacturing or selling certain products or using certain processes, either of which could have a material adverse effect on our business and operating results. We may receive notices of claims of infringement, misappropriation or misuse of other parties’ proprietary rights at some point in the future, although we have not received any such notices to date. There can be no assurance that we will prevail in these discussions and actions or that other actions alleging infringement by us of third party patents will not be asserted or prosecuted against us.

Certain technology necessary for us to provide our services may, in fact, be patented by other parties either now or in the future. If such technology were held under patent by another person, we would have to negotiate a license for the use of that certain technology. We may not be able to negotiate such a license at a price that is acceptable. The existence of such a patent, or our inability to negotiate a license for any such technology on acceptable terms, could force us to cease using such technology and offering products and services incorporating such technology.

We rely upon certain technology, including hardware and software, licensed from third parties. There can be no assurance that the technology licensed by us will continue to provide competitive features and functionality or that licenses for technology currently utilized by us or other technology which we may seek to license in the future, will be available to us on commercially reasonable terms or at all. The loss of, or inability to maintain, existing licenses could result in shipment delays or reductions until equivalent technology or suitable alternative products could be developed, identified, licensed and integrated, and could harm our business. These licenses are on standard commercial terms made generally available by the companies providing the licenses. The cost and terms of these licenses individually are not material to our business.

WE MAY NOT BE ABLE TO MANAGE OUR INVENTORY LEVELS EFFECTIVELY, WHICH MAY LEAD TO INVENTORY OBSOLESCENCE THAT WOULD FORCE US TO INCUR INVENTORY WRITE-DOWNS.

Our products have lead times of up to several months and are built to forecasts that are necessarily imprecise. Because of our practice of building our products to necessarily imprecise forecasts, it is likely that, from time to time, we will have either excess or insufficient product inventory. In addition, because we rely on third party vendors for the supply of components and contract manufacturers to assemble our products, our inventory levels are subject to the conditions regarding the timing of purchase orders and delivery dates that are not within our control. Excess inventory levels would subject us to the risk of inventory obsolescence, while insufficient levels of inventory may negatively affect relations with customers. For instance, our customers rely upon our ability to meet committed delivery dates, and any disruption in the supply of our products could result in legal action from our customers, loss of customers or harm to our ability to attract new customers. Any of these factors could have a material adverse effect on our business, financial condition or operating results.

WETable ~~DEPEND~~of ON CONTRACT MANUFACTURERS TO MANUFACTURE SUBSTANTIALLY ALL OF OUR PRODUCTS, AND ANY DELAY OR INTERRUPTION IN MANUFACTURING BY THESE CONTRACT MANUFACTURERS WOULD RESULT IN DELAYED OR REDUCED SHIPMENTS TO OUR CUSTOMERS AND MAY HARM OUR BUSINESS.Contents

WeSummary ~~do not have long-term purchase agreements with our contract manufacturers and we depend on a concentrated group~~ of ~~contract~~Consolidated ~~manufacturers~~Financial for a substantial portion of manufacturing our products. There can be no assurance that our contract manufacturers will be able or willing to reliably manufacture our products, in volumes, on a cost-effective basis or in a timely manner. If we cannot compete effectively for the business of these contract manufacturers, or if any of the contract manufacturers experience financial or other difficulties in their businesses, our revenue and our business could be adversely affected. In particular, if one of our contract manufacturers becomes subject to bankruptcy proceedings, we may not be able to obtain any of our products held by the contract manufacturer.Information

WeThe ~~also~~following ~~rely~~tables onset ~~third~~forth ~~party~~our ~~component~~summary ~~suppliers~~consolidated tofinancial ~~provide~~information ~~semiconductor~~for ~~circuit~~the ~~packages~~periods ~~for~~and ~~our~~as ~~products~~of the dates indicated. InWe ~~some~~derived ~~instances~~our statements of operations and comprehensive loss data for the years ended December 31, ~~these~~2020 ~~components~~and ~~are~~2021 ~~provided~~from byour aaudited ~~single~~financial ~~supplier.~~statements ~~Our~~included ~~reliance~~elsewhere onin ~~these~~this ~~suppliers~~prospectus. ~~involves~~We aderived ~~number~~our statements of ~~risks,~~operations ~~including~~and ~~reduced~~comprehensive ~~control~~loss ~~over~~data ~~delivery~~for ~~schedules,~~the ~~quality~~nine months ~~assurance~~ended September 30, 2021 and ~~costs.~~2022, Weand ~~currently~~our dosummary ~~not~~balance ~~have~~sheet ~~long-term~~data ~~supply~~as ~~contracts~~of ~~with~~September 30, ~~any~~2022 offrom ~~these~~our ~~component~~unaudited ~~vendors.~~condensed Asfinancial astatements ~~result,~~included ~~most~~elsewhere ofin ~~these~~this ~~third~~prospectus. ~~party~~The ~~vendors~~unaudited ~~are~~condensed ~~not~~financial ~~obligated~~statements towere ~~provide~~prepared ~~products~~on ora ~~perform~~basis ~~services~~consistent towith usour ~~for~~audited ~~any~~financial ~~specific~~statements ~~period~~and include, in ~~any~~management’s ~~specific~~opinion, ~~quantities~~all oradjustments, atconsisting ~~any~~only ~~specific~~of ~~price,~~normal ~~except~~recurring asadjustments ~~may~~that bewe ~~provided~~consider innecessary for a ~~particular~~fair ~~purchase~~presentation ~~order.~~of ~~The~~the ~~inability~~financial ofinformation ~~these~~set ~~third~~forth ~~party~~in ~~vendors~~those tostatements. ~~deliver~~Our ~~components~~historical results are not necessarily indicative of ~~acceptable~~the ~~quality~~results ~~and~~that may be expected in athe ~~timely~~future. ~~manner,~~You ~~particularly~~should read the ~~sole~~following ~~source~~summary ~~vendors,~~financial ~~could~~data ~~adversely~~in ~~affect~~conjunction with our ~~operating~~financial ~~results~~statements orand ~~cause~~related ~~them~~notes toincluded ~~fluctuate~~elsewhere ~~more~~in ~~than~~this ~~anticipated.~~prospectus ~~Additionally,~~and ~~some~~the information in the section titled “Management’s Discussion and Analysis of ~~our~~Financial ~~products~~Condition ~~may~~and ~~require~~Results ~~specialized~~of orOperations.” ~~high-performance~~The ~~component~~summary ~~parts~~financial ~~that~~data ~~may~~included in this section is not beintended ~~available~~to inreplace ~~quantities~~the orfinancial instatements ~~time~~and ~~frames~~are ~~that~~qualified ~~meet~~in their entirety by our ~~requirements~~financial statements and the related notes included elsewhere in this prospectus.

WE DEPEND ON THIRD-PARTY VENDORS FOR INFORMATION SYSTEMS. IF THESE VENDORS DISCONTINUE SUPPORT FOR THE SYSTEMS WE USE OR FAIL TO MAINTAIN QUALITY IN FUTURE SOFTWARE RELEASES, WE COULD SUSTAIN A NEGATIVE IMPACT ON THE QUALITY OF OUR SERVICES TO CUSTOMERS, THE DEVELOPMENT OF NEW SERVICES AND FEATURES AND THE QUALITY OF INFORMATION NEEDED TO MANAGE OUR BUSINESS.

	Nine Months Ended September 30,						Year Ended December 31,
	2022			2021			2021			2020
	(Unaudited)
Total Revenue	$	3,284,434		$	2,145,959		$	3,534,732		$	1,851,534
Cost of sales		723,778			810,633			864,209			438,708
Gross profit		2,560,656			1,335,326			2,670,523			1,412,826

Operating expenses:
General and administrative		1,307,377			970,393			2,739,7414			1,417,958
Directors’ salaries		201,634			201,634			10,000			29,622
Personnel – Gross		481,856			116,655			349,454			395,868
Total operating expenses		2,720,673			2,099,315			3,099,195			1,843,448
Profit (Loss) from operations		563,761			46,644			(428,672	)		(430,622	)

Other income (expense):
Other income		159,159			—			597,002			—
Interest expense		(115,691	)		(44,680	)		—			(15,506	)
Total other income (expense)		43,468			(44,680	)		598,148			(23,597	)

Income tax expense		16,869			—			47,626			176,718
Net income (loss)	$	532,422		$	19,502		$	121,850		$	(630,938	)

Foreign exchange (income) expense		279,294			—			83,578			20,891
Total Compehensive Income (loss)	$	253,128		$	19,502		$	38,272		$	610,047

Weighted average shares of Common Stock outstanding – basic and diluted(1)		47,999,330
Net loss per share of Common Stock – basic and diluted	$	(0.005273574	)
Pro forma number of common shares outstanding – basic and diluted(2)		47,999,330
Pro forma earnings per share – basic and diluted(2)	$	(0.005273574	)

We have entered into agreements with vendors that provide for the development and operation of back office systems, such as ordering, provisioning and billing systems. We also rely on vendors to provide the systems for monitoring the performance and condition of our network. The failure of those vendors to perform their services in a timely and effective manner at acceptable costs could materially harm our growth and our ability to monitor costs, bill customers, customer order provisions, maintain the network and achieve operating efficiencies. Such a failure could also negatively impact our ability to retain existing customers or to attract new customers.____________

~~SYSTEM~~(1) See ~~DISRUPTIONS~~Notes ~~COULD~~1 ~~CAUSE~~and ~~DELAYS~~2 ORto ~~INTERRUPTIONS~~our OFannual ~~OUR~~financial ~~SERVICE~~statements and our interim condensed financial statements, ~~WHICH~~respectively, ~~COULD~~each ~~CAUSE~~included USelsewhere TOin ~~LOSE~~this ~~CUSTOMERS~~prospectus, ORfor ~~INCUR~~an ~~ADDITIONAL~~explanation ~~EXPENSES~~of the method used to calculate historical and pro forma net loss per share, basic and diluted, and the weighted-average number of shares of common stock used in the computation of the per share amounts.

~~Our~~(2) Reflects ~~success depends on our ability to provide reliable service. Although we have designed our network service to minimize~~ the ~~possibility~~numbers of ~~service~~shares ~~disruptions or other outages, our service may be disrupted by problems on our system, such as malfunctions in our software or other facilities, overloading~~ of ~~our~~Common ~~network~~Stock issued and ~~problems~~outstanding ~~with~~after the ~~systems~~public ~~of competitors with which we interconnect, such as physical damage to telephone lines and power surges and outages~~offering. ~~Any significant disruption in our network could cause us to lose customers and incur additional expenses.~~

WE DEPEND ON OUR KEY MANAGEMENT PERSONNEL AND THE LOSS OF THEIR SERVICES COULD ADVERSELY AFFECT OUR BUSINESS.

We place substantial reliance upon the efforts and abilities of our executive officers, Vincent Browne and Bernard A. Fried. The loss of the services of our executive officers could have a material adverse effect on our business, operations, revenues or prospects. We do not maintain key man life insurance on the lives of these individuals.

CURRENCY EXCHANGE FLUCTUATIONS MAY AFFECT THE RESULTS OF OUR OPERATIONS.

We transact our business in U.S. dollars and European currencies. Our results of operations thus will be affected by fluctuations in currency exchange rates. Although we may in the future enter into foreign currency exchange forward contracts from time to time to reduce our risk related to currency exchange fluctuation, our results of operations might still be impacted by foreign currency exchange rates. Because we do not anticipate that we will hedge against all of our foreign currency exposure, our business will continue to be susceptible to foreign currency fluctuations.

PUBLIC COMPANY COMPLIANCE MAY MAKE IT MORE DIFFICULT TO ATTRACT AND RETAIN OFFICERS AND DIRECTORS.

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of public companies. As a public entity, we expect these rules and regulations to increase compliance costs and to make certain activities more time consuming and costly. These new rules and regulations have made it more difficult and expensive for us to obtain director and officer liability insurance and we have been required to accept reduced policy limits and coverage and incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve as directors or as executive officers.

~~Risks~~Table ~~Related~~of ~~to the IA and our Common Stock~~Contents

WE ARE REGISTERING AN AGGREGATE OF 110,000,000 SHARES OF COMMON STOCK TO BE ISSUED UNDER THE IA. THE SALE OF SUCH SHARES COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

	September 30, 2022		September 30, 2022		December 31,
	September 30, 2022		September 30, 2022		2021			2020
	Actual		As Adjusted(1)(2)		Actual			Actual
Cash and cash equivalents	$	84,366	$	[____]	$	331,523		$	74,467
Accounts Receivable		1,480,240		[____]		824,902			332,185
Prepaid expenses and other current assets		1,116,986				229,836			31,003
Total current assets		2,681,592		[____]		1,386,261			437,655
Total non-current assets		56,039		[____]		109,663			30,790
Total assets		2,737,632		[____]		1,828,381			472,403
Accounts payable, accrued expenses and other current liabilities		524,735		[____]		723,209			348,472
Deferred revenue		371,627		[____]		1,021,068			709,734
Long term debt payable to stockholders		662,709		662,709		526,777			135,758
Total liabilities		2,141,758		[____]		2,986,998			2,158,747
Total equity		595,879		[____]		(1,158,617	)		(1686,344	)
Total liabilities and stockholders’ equity (deficit)	$	2,737,632	$	[____]	$	1,828,381		$	472,403

We are registering an aggregate of 110,000,000 shares of common stock, 50,000,000 of which have already been registered under a registration statement that went effective on June 9, 2011, and 60,000,000 are being registered under this registration statement of which this prospectus forms a part for issuance pursuant to the IA. It is likely that the sale of these shares into the public market by Kodiak will depress the market price of our common stock. As of July 6, 2011, there were 339,790,602 shares of our common stock issued and outstanding.____________

~~ASSUMING~~(1) Gives WEeffect ~~ARE~~to ~~ABLE~~the TOissuance ~~UTILIZE~~and ~~THE~~sale ~~MAXIMUM~~of shares ~~AMOUNT~~of ~~AVAILABLE~~our ~~UNDER~~Common ~~THE~~Stock IAin this offering at the assumed public offering price of $_____ per share, ~~EXISTING~~after ~~SHAREHOLDERS~~deducting ~~COULD~~underwriting ~~EXPERIENCE~~discounts ~~SUBSTANTIAL~~and ~~DILUTION~~commissions ~~UPON~~and ~~THE~~estimated ~~ISSUANCE~~offering OFexpenses ~~COMMON~~payable ~~STOCK~~by us.

~~Our~~(2) The IApro ~~contemplates~~forma ~~the~~as ~~potential~~adjusted ~~future~~information ~~issuance~~is ~~and~~illustrative ~~sale~~only ofand upwill todepend ~~$15,000,000~~on ofthe ~~our~~actual ~~common~~public ~~stock~~offering toprice ~~Kodiak subject to certain conditions~~ and ~~limitations. Although~~other ~~the~~terms ~~number~~ of ~~shares~~this ofoffering ~~common~~determined ~~stock~~at ~~that~~pricing. ~~stockholders~~A ~~presently~~$____ ~~own~~increase ~~will not~~ (decrease,) ~~these~~in ~~shares~~the ~~will~~assumed ~~represent~~public aoffering ~~smaller~~price ~~percentage~~ of ~~our~~$_____ ~~total~~per ~~shares~~share ~~that~~would ~~will~~increase be(decrease) ~~outstanding~~each ~~after any issuances~~ of ~~shares of common stock to Kodiak. If we draw down amounts under the IA when our share price is decreasing~~cash, wetotal ~~will~~assets ~~need to issue more shares to raise the same amount than if our stock price was higher. Such issuances will have a dilutive effect~~ and ~~may~~total ~~further~~stockholders’ ~~decrease~~equity ~~our~~(deficit) ~~stock~~by ~~price.~~$_____ million, Anassuming ~~example~~that of the ~~effect~~number of ~~issuing~~ shares ~~when~~offered ~~our~~by ~~stock~~us, ~~price~~as ~~is comparatively low is~~ set forth ~~below. A~~on ~~lower~~the ~~price~~cover ~~per~~page ~~share~~ of ~~our~~this ~~common~~prospectus, ~~stock~~remains ~~means~~the asame, ~~higher~~after ~~number~~deducting ofestimated ~~shares~~underwriting todiscounts beand ~~issued~~commissions. ~~to Kodiak~~Similarly, ~~which~~each ~~equates~~increase to(decrease) ~~greater dilution~~ of ~~existing~~_____ million ~~stockholders.~~shares ~~The effect of this dilution may,~~ in ~~turn, cause~~ the ~~price~~number of ~~our~~shares ~~common stock to decrease further, both because~~ of ~~the~~common ~~downward pressure on the~~ stock ~~price~~offered ~~that would be caused~~ by aus ~~large~~would ~~number~~increase of(decrease) ~~sales~~each of ~~our~~cash, ~~shares~~total ~~into~~assets ~~the public market by Kodiak,~~ and ~~because~~total ~~our existing~~ stockholders’ ~~may~~equity ~~disagree~~(deficit) ~~with~~by a$_____ million, ~~decision~~assuming tothe ~~sell~~assumed ~~shares~~public tooffering ~~Kodiak~~price atof a$_____ ~~time~~per ~~when~~share ~~our~~remains ~~stock~~the ~~price is low~~same, and ~~may~~after indeducting ~~response~~estimated ~~decide~~underwriting todiscounts ~~sell~~and ~~additional numbers of shares, further decreasing our stock price~~commissions.

WE MAY NOT HAVE ACCESS TO THE FULL AMOUNT UNDER THE IA.

The IA provides that the dollar value that we will be permitted to raise from Kodiak (subject to the conditions and limitations described elsewhere in this prospectus) for each draw down will be $500,000 or 500% of the average daily trading volume for the five trading days immediately preceding the delivery of the Put Notice multiplied by the average of the five (5) daily closing bid prices immediately preceding the Put date. During the year ended June 30, 2010, the average market price of our common stock was $2.97 and the average trading volume per day was 5,399. During the nine months ended March 31, 2011 the average market price of our common stock was $0.0534 and our average trading volume per day was 866,719. There is no assurance that the market price and/or trading volume of our common stock will be maintained or will increase substantially in the near future. Assuming we will maintain the market price of our common stock at $0.004 after the 5% discount we will need to issue 3,947,368,421 shares of common stock to Kodiak in order to have access to the full amount under the IA, which would require an increase in our authorized common stock that would require shareholder approval.

KODIAK WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR COMMON STOCK.

The common stock to be issued to Kodiak pursuant to the IA will be purchased at a discount of 5% of the LCBBP of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to sell shares pursuant to the IA. Kodiak has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Kodiak sells the shares, the price of our common stock could decrease. If our stock price decreases, Kodiak may have a further incentive to sell the shares of our common stock that it holds. These sales may put further downward pressure on our stock price.

OUR SHARES OF COMMON STOCK ARE VERY THINLY TRADED, AND THE PRICE MAY NOT REFLECT OUR VALUE; THERE CAN BE NO ASSURANCE THAT THERE WILL BE AN ACTIVE MARKET FOR OUR SHARES NOW OR IN THE FUTURE.

We have a trading symbol for our common stock (“FLTT”), which permits our shares to be quoted on the OTCBB, which is a quotation medium for subscribing members, not an issuer listing service. However, our shares of common stock are very thinly traded, and the price, if traded, may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurances that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in our securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

~~THE~~Table ~~MARKET~~of ~~FOR PENNY STOCKS HAS EXPERIENCED NUMEROUS FRAUDS AND ABUSES, WHICH COULD ADVERSELY AFFECT INVESTORS IN OUR STOCK.~~Contents

WeRISK ~~believe that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:~~FACTORS

·An ~~control~~investment in our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the ~~market~~following ~~for~~risk factors, which address the ~~security~~material byrisks ~~one~~concerning our business and an investment in our Common Stock, together with the other information contained in this prospectus. If any of the risks discussed in this prospectus occur, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected, in which case the trading price of our Common Stock could decline significantly, and you could lose all or apart ~~few~~of ~~broker~~your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-~~dealers;~~looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

·Risks ~~manipulation~~Related ofto ~~prices~~Our ~~through~~Business ~~prearranged matching of purchases~~ and ~~sales and false and misleading statements made by parties unrelated to the issuer;~~Company

·During ~~“boiler~~the ~~room”~~last ~~practices~~two ~~involving~~fiscal years ~~high~~we ~~pressure~~did ~~sales~~not ~~tactics~~generate ~~and~~profits ~~unrealistic~~from ~~price~~our ~~projections~~operations, byalthough ~~inexperienced~~we ~~sales~~had ~~persons;~~profits from our operations in the nine months ended September 30, 2022.

·We ~~excessive~~incurred ~~and~~net ~~undisclosed~~losses ~~bid-ask~~from ~~differentials~~operations of $428,672 and ~~markups~~$430,622 byduring ~~selling~~the years ~~broker-dealers~~ended December 31, 2021, and 2020, respectively; however, for the nine months ended September 30, 2022, we had net income from operations of $563,761. Based upon our current business plan, our ability to begin to generate profits from operations is dependent upon increasing sales and our obtaining additional financing. There can be no assurances that we will continue to establish profitable operations. As we pursue our business plan, we are incurring significant expenses without corresponding revenues. In the event that we remain unable to generate significant revenues to pay our operating expenses, we will not be able to achieve profitability or continue operations.

·We ~~wholesale~~have ~~dumping~~generated ofnegative ~~the~~cash ~~same~~flow ~~securities~~from byoperating ~~promoters~~activity ~~and~~during ~~broker-dealers~~the years ~~after~~ended ~~prices~~December 31, ~~have~~2021, ~~been~~and ~~manipulated~~2020, toalthough awe ~~desired~~have ~~level,~~positive ~~along~~cash ~~with~~flows ~~the~~from ~~inevitable~~operating ~~collapse~~activities ofin ~~those~~the ~~prices~~nine months ~~with~~ended ~~consequent~~September 30, ~~investor losses~~2022.

AsWe aused ~~penny~~net ~~stock~~cash for operating activities of $438,330 and $214,506 for the years ended December 31, 2021 and December 31, 2020, respectively, although we ~~are~~had ~~susceptible~~positive tocash ~~such~~flows ~~manipulation~~from operating activities in the nine months ending September 30, ~~which~~2022 ~~would~~(unaudited) of $1,237,942. To the extent that we have negative operating cash flow in future periods we may need to allocate a ~~material~~portion ~~adverse~~of ~~effect~~any onavailable ~~our~~cash ~~trading~~reserves ~~price~~to fund such negative cash flow or raise additional equity or debt capital. There can be no assurance that we will be able to continue to generate a positive cash flow from operations, that additional capital or other types of financing will be available when needed or that these financings will be on favorable terms.

~~THE~~We ~~MARKET~~may ~~PRICE~~need ~~FOR~~to ~~OUR~~raise ~~COMMON~~additional ~~STOCK~~funds ISin ~~PARTICULARLY~~the ~~VOLATILE~~future ~~GIVEN~~that ~~OUR~~may ~~STATUS~~not ASbe Aavailable ~~RELATIVELY~~on ~~UNKNOWN~~acceptable ~~COMPANY~~terms ~~WITH~~or Aavailable ~~SMALL~~at ~~AND THINLY TRADED PUBLIC FLOAT, WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE~~all. ~~THE PRICE AT WHICH YOU PURCHASE OUR COMMON STOCK MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET.~~

~~The~~We ~~market~~may ~~for~~consider ~~our~~issuing ~~common~~additional ~~stock~~debt isor ~~characterized~~equity bysecurities ~~significant~~in ~~price~~the ~~volatility~~future ~~when~~to ~~compared~~fund toour ~~seasoned~~business ~~issuers~~plan, ~~and~~for wepotential ~~expect~~investment ~~that~~acquisitions, ~~our~~or ~~share~~general ~~price~~corporate ~~will~~purposes. ~~continue~~If towe beissue ~~more~~equity ~~volatile~~or ~~than~~convertible adebt ~~seasoned~~securities ~~issuer~~to ~~for~~raise ~~the~~additional ~~indefinite~~funds, ~~future. During~~our ~~the~~existing ~~period~~stockholders ~~from~~may ~~April~~experience 1dilution, ~~2011~~and ~~until June 30, 2011,~~ the ~~high~~new ~~and~~equity ~~low~~or ~~bid~~debt ~~prices~~securities ofmay ahave ~~share~~rights, ofpreferences, ~~our common stock were $0.0089~~ and ~~$0.0014~~privileges ~~respectively.~~senior ~~The~~to ~~volatility~~those inof our ~~share~~existing ~~price~~stockholders. isIf ~~attributable~~we toincur aadditional ~~number of factors. First~~debt, asit ~~noted~~may ~~above,~~increase ~~the shares of~~ our ~~common~~leverage ~~stock~~relative ~~are~~to ~~sporadically~~our ~~and/~~earnings or ~~thinly~~to ~~traded. As~~our aequity ~~consequence of this lack of liquidity~~capitalization, ~~the~~requiring ~~trading~~us ofto ~~relatively~~pay ~~small~~additional ~~quantities~~interest ofexpenses. ~~shares~~We ~~by our shareholders~~ may ~~disproportionately~~not ~~influence~~be ~~the~~able ~~price~~to ofobtain ~~those~~financing ~~shares~~on infavorable ~~either~~terms, ~~direction. The~~or ~~price~~at ~~for~~all, ~~our~~in ~~shares~~which ~~could~~case, ~~for~~we ~~example,~~may ~~decline~~not ~~precipitously~~be inable ~~the~~to ~~event~~develop ~~that~~or aenhance ~~large~~our ~~number~~products, ofexecute ~~shares of~~ our ~~common~~business ~~stock~~plan, ~~are~~take ~~sold~~advantage onof ~~the~~future ~~market without commensurate demand~~opportunities, asor ~~compared~~respond to acompetitive ~~more seasoned issuer which could better absorb those sales without adverse impact on its share price~~pressures.

~~Secondly,~~Our weindependent ~~are~~auditor ahas ~~speculative~~expressed ora “~~risky~~going concern” ~~investment due to our limited operating history and lack of meaningful revenues and profits to date, debt defaults and uncertainty of future market acceptance for our products and services~~opinion. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

~~YOU~~The ~~MAY~~report BEof ~~UNABLE~~our TOindependent ~~SELL~~auditor ~~YOUR~~that ~~COMMON~~accompanies ~~STOCK~~our ATconsolidated ORfinancial ~~ABOVE~~statements ~~YOUR~~includes ~~PURCHASE~~an ~~PRICE~~explanatory paragraph indicating there is a substantial doubt about our ability to continue as a going concern, ~~WHICH~~citing ~~MAY~~our ~~RESULT~~need INfor ~~SUBSTANTIAL~~additional ~~LOSSES~~capital TOfor ~~YOU~~the future planned expansion of our activities and to service our ordinary course activities (which may include servicing of indebtedness). Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future. There are no assurances that we will generate profits from operations. The inclusion

The following factors may add to the volatility in the price of our common stock: uncertainty regarding the amount and price of sales of our common stock to Kodiak under the IA; actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its current market price, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT SHAREHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE.

To date, we have had a limited trading volume in our common stock. As long as this condition continues, the sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered. In addition, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and warrants, under SEC Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities.

We entered into the IA on November 26, 2010, with Kodiak. The perceived risk of dilution from sales of our common stock to or by Kodiak in connection with the IA may cause holders of our common stock to sell their shares, or it may encourage short selling by market participants, which could contribute to a decline in our stock price. The registration rights agreement entered into in connection with the IA requires that we use commercially reasonable efforts to ensure that the registration statement in connection with the IA remains effective for the term of such agreement. As of the date hereof, we have not drawn down funds and have not issued shares of our common stock under our IA. Our ability to draw down funds and sell shares under the IA requires the continued effectiveness of and the ability to use the registration statement that we filed registering the resale of any shares issuable to Kodiak under the IA.

~~OUR~~Table ~~DIRECTORS~~of ~~HAVE THE RIGHT TO AUTHORIZE THE ISSUANCE OF SHARES OF OUR PREFERRED STOCK AND ADDITIONAL SHARES OF OUR COMMON STOCK.~~Contents

~~Our~~of ~~directors,~~a ~~within~~going ~~the~~concern ~~limitations~~explanatory ~~and~~paragraph ~~restrictions contained~~ in ~~our~~the ~~articles~~report of ~~incorporation and without further action by~~ our ~~shareholders,~~independent ~~have~~auditor ~~the~~will ~~authority~~make toit ~~issue~~more ~~shares~~difficult offor ~~preferred~~us ~~stock from time~~ to ~~time~~secure inadditional ~~one~~financing or ~~more~~enter ~~series~~into ~~and~~strategic torelationships ~~fix~~on ~~the~~terms ~~number~~acceptable ofto ~~shares and the relative rights~~us, ~~conversion~~if ~~rights,~~at ~~voting rights~~all, and ~~terms~~likely ofwill ~~redemption,~~materially ~~liquidation preferences~~ and ~~any~~adversely ~~other~~affect ~~preferences,~~the ~~special~~terms ~~rights and qualifications~~ of any ~~such~~financing ~~series. While~~that we ~~have~~might noobtain. ~~intention~~If ofwe ~~issuing~~are ~~shares~~not ofsuccessful ~~preferred~~in ~~stock~~generating atsufficient ~~the~~revenues ~~present~~or ~~time~~raising additional capital, we ~~continue~~may tonot ~~seek~~have toenough ~~raise~~financial ~~capital~~resources ~~through~~to ~~the~~support ~~sale of~~ our ~~securities~~business and ~~may~~operations ~~issue~~and, ~~shares~~as ofa ~~preferred~~result, ~~stock~~may innot ~~connection~~be ~~with~~able ato ~~particular~~continue ~~investment. Any~~as ~~issuance~~a ofgoing ~~shares~~concern ofand ~~preferred stock~~ could ~~adversely~~be ~~affect~~forced ~~the~~to ~~rights of holders of our common stock~~liquidate.

~~Should~~We wedo ~~issue~~not ~~additional~~currently ~~shares of our common stock at a later time, each investor’s ownership interest in our stock would be proportionally reduced. No investor has or will~~ have ~~any~~an ~~preemptive~~external ~~right~~line ~~to acquire additional shares~~ of ~~our~~credit ~~common~~facility ~~stock,~~with or any offinancial ~~our other securities~~institution.

IFAs WEindicated ~~FAIL~~above, TOwe ~~REMAIN~~have ~~CURRENT~~estimated ONthat ~~OUR~~we ~~REPORTING~~may ~~REQUIREMENTS~~need additional capital to generate profits from operations. To finance these capital requirements we may need, WEamong ~~COULD~~other BEsources, ~~REMOVED~~credit ~~FROM~~facilities ~~THE~~from ~~OTC~~financial ~~BULLETIN~~institutions. ~~BOARD~~If we attempted to establish an external line of credit in the future, ~~WHICH~~there ~~WOULD~~can ~~LIMIT~~be ~~THE~~no ~~ABILITY~~assurances OFwe ~~BROKER-DEALERS~~will TObe ~~SELL~~able ~~OUR~~to ~~SECURITIES~~do ~~AND~~so. ~~THE~~We ~~ABILITY~~also OFhave ~~SHAREHOLDERS~~limited TOassets ~~SELL~~available ~~THEIR~~to ~~SECURITIES~~secure INsuch ~~THE~~a ~~SECONDARY~~line ~~MARKET~~of credit. The failure to obtain an external line of credit could have a negative impact on our ability to generate profits.

~~Companies~~We ~~trading~~rely on the OTCBB, such as Flint, must be reporting issuers under Sections 13 or 15(d) of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTCBB. If we fail to remain current on our reporting requirements, we could be removed from the OTCBB. As a ~~result,~~single ~~the~~line ~~market liquidity for our securities could be adversely affected by limiting the ability~~ of ~~broker-dealers to sell our securities and the ability of shareholders to sell their securities in the secondary market~~business.

~~OUR~~Our ~~COMMON~~business ~~STOCK~~model ISis ~~SUBJECT~~focus TOon ~~THE~~providing tools to our customers to enact their “~~PENNY~~right ~~STOCK~~to be forgotten” ~~RULES~~on OFthe ~~THE~~internet ~~SEC~~or control, ~~AND~~to ~~THE~~the ~~TRADING~~extent ~~MARKET~~permitted INby ~~OUR~~law, ~~COMMON~~the ~~STOCK~~nature ISand ~~LIMITED~~scope of disclosure which is made about them on the internet. Among other things, ~~WHICH~~we ~~MAKES~~aim ~~TRANSACTIONS~~to INgive ~~OUR~~people ~~STOCK~~the ~~CUMBERSOME~~opportunity ~~AND~~to ~~MAY~~choose ~~REDUCE~~the ~~THE~~links ~~INVESTMENT~~that ~~VALUE~~appear OFwhen ~~OUR~~someone ~~STOCK~~searches for them on Google. Unless we diversified our products and services, if we fail to attract enough customers to our current range of services; or if we were to face increased competition in this sector; or if applicable laws and regulations were to hinder our ability to operate in this sector, our business and financial results could be severely adversely affected.

~~Our~~We ~~shares of common stock~~ are ~~“penny stocks” because they are not registered on a national securities exchange or listed on~~ an ~~automated~~early-stage ~~quotation~~company ~~system~~with ~~sponsored by~~ a ~~registered~~business ~~national~~model ~~securities~~and ~~association,~~marketing ~~pursuant~~strategy tostill ~~Rule~~being ~~3a51-1(a)~~developed ~~under~~and ~~the~~largely ~~Exchange Act~~untested. ~~For any transaction involving a penny stock, unless exempt, the rules require, among other things:~~

·We ~~That~~were incorporated in June 2019, and we are pursuing a ~~broker~~business ormodel ~~dealer~~which ~~approve~~is innovative and largely untested. There is no assurance that a ~~person’s~~sustainable ~~account~~market for ~~transactions~~our inproducts ~~penny~~and ~~stocks;~~services exists, or that we will be able to develop effective business and market strategies to seize these market opportunities. In turn, this would have a negative impact on our financial condition and share price.

·Our ~~That~~management ~~the~~and ~~broker~~organizational orstructures ~~dealer~~are ~~receives~~still ~~from~~developing ~~the investor a written agreement to the transaction, setting forth the identity~~ and ~~quantity~~remain ofsusceptible ~~the penny stock~~ to beerror ~~purchased;~~ and inefficiencies.

·Because ~~The~~of ~~broker~~the orfact ~~dealer~~that ~~must~~we ~~also~~are ~~deliver,~~an ~~prior~~early-stage tocompany, ~~any~~we ~~transaction~~are still in athe ~~penny~~process ~~stock,~~of ahiring ~~disclosure~~senior ~~schedule~~management ~~prescribed~~and bylower ~~the~~level ~~SEC~~employees, ~~relating~~adopting toorganizational ~~the~~structures ~~penny~~and ~~stock~~code ~~market~~of conducts, and expanding into new geographical markets and industry segments. These processes are susceptible to error which, could result in ~~highlight~~delays ~~form,~~and ~~sets~~inefficiencies ~~forth~~in the ~~basis~~pursuit onof ~~which~~our commercial strategy or in the ~~broker~~implementation of our business model, and/or ~~dealer~~in ~~made~~cost ~~the~~overruns ~~suitability~~and ~~determination~~loss of potential customers. Management, technical, scientific, research and marketing personnel with appropriate training may also be scarce resources and thus not easy to hire. Any of these events would have in turn an adverse effect on our business and financial condition.

~~Generally,~~We ~~brokers~~need ~~may be less willing~~ to ~~execute~~ensure ~~transactions in securities subject to~~ the ~~“penny~~confidentiality ~~stock” rules. This may make it more difficult for investors to dispose~~ of ~~our~~privileged ~~common~~personal ~~stock~~data ~~and~~shared ~~cause~~with aus ~~decline~~by ~~in the market value of~~ our ~~stock~~customers.

~~Disclosure~~Our ~~also~~business ~~has~~model torelies besignificantly ~~made~~on ~~about~~ the ~~risks~~premise ofthat ~~investing~~our incustomers ~~penny~~would ~~stocks~~entrust inus ~~both~~with ~~public~~access ~~offerings~~to, and inhandling ~~secondary~~of, ~~trading~~their private and ~~about~~personal ~~the~~data. ~~commissions~~We ~~payable~~need to ~~both~~adopt ~~the~~precautions ~~broker-dealer~~ and ~~the~~procedures ~~registered~~to ~~representative,~~ensure ~~current~~the ~~quotations~~confidentiality ~~for~~of ~~the~~this ~~securities~~information ~~and~~is ~~the~~properly ~~rights~~safeguarded. ~~and~~If ~~remedies~~we ~~available~~fail to ando ~~investor~~so, inand ~~cases~~if any of ~~fraud~~this inconfidential ~~penny~~information ~~stock~~were ~~transactions. Finally~~mishandled, ~~monthly~~abused ~~statements~~of ~~have~~or toleaked, our business reputation would be ~~sent~~negatively ~~disclosing~~affected, ~~recent~~and ~~price~~we ~~information~~could ~~for~~also be exposed to the ~~penny~~risk ~~stock~~of ~~held~~legal action. Any of these events would have in ~~the~~turn ~~account~~an ~~and~~adverse ~~information~~effect on ~~the~~our ~~limited~~business ~~market~~and infinancial ~~penny stocks~~condition.

We are primarily a B2C business that relies on small customers and spot contracts.

We expect to continue to rely on revenues generated from a relatively high number of small customers for the foreseeable future. Our customer contracts tend to have relatively short terms. As a result, our business is exposed to the risk of high customer turnover and volatility, which could have an adverse effect on our business and financial condition.

~~SPECIAL~~Table ~~NOTE~~of ~~REGARDING FORWARD-LOOKING STATEMENTS~~Contents

~~This~~We ~~prospectus~~operate ~~includes forward-looking statements. All statements, other than statements of historical fact, contained~~ in ~~this~~a ~~prospectus~~highly ~~constitute~~competitive ~~forward-looking~~industry ~~statements. In~~and ~~some~~competitors ~~cases, you can identify forward-looking statements by terms such as “~~may,” ~~“intend,”~~compete ~~“might,”~~more “will,” “should,” “could,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “project,” “potential,” or the negative of these terms and similar expressions intended to identify forward-looking statementseffectively.

~~Forward-looking~~The ~~statements~~ORM ~~are~~industry ~~based~~in onwhich ~~assumptions~~we ~~and~~operate ~~estimates~~is ~~and~~highly ~~are~~competitive, ~~subject~~with tomany ~~risks~~companies ~~and~~of ~~uncertainties. We~~varying ~~have~~size ~~identified~~and inbusiness ~~this~~models, ~~prospectus~~many ~~some~~ of ~~the~~which ~~factors~~have ~~that~~their ~~may~~own ~~cause~~proprietary ~~actual~~technologies, ~~results~~competing tofor ~~differ~~the ~~materially~~same ~~from~~business ~~those~~as ~~expressed~~we ordo. ~~assumed~~Many ~~in any~~ of our ~~forward-looking~~competitors ~~statements. There~~have ~~may~~longer beoperating ~~other~~histories ~~factors~~and ~~not~~greater soresources ~~identified. You~~than ~~should~~us, ~~not~~and ~~place~~they ~~undue~~could ~~reliance~~use ontheir ~~our~~substantial ~~forward-looking~~financial ~~statements. As~~resources ~~you~~to ~~read~~develop ~~this~~a ~~prospectus~~competing business model, ~~you~~develop ~~should~~products ~~understand~~or services that ~~these~~are ~~statements~~more ~~are~~attractive ~~not~~to ~~guarantees~~potential ofcustomers ~~performance~~than orthose ~~results. Further~~we offer, ~~any~~or ~~forward-looking~~convince ~~statement~~our ~~speaks~~potential ~~only~~customers asthat ofthey ~~the~~require ~~date~~financing onarrangements ~~which~~that itare isimpractical ~~made~~for smaller companies to offer. Our competitors may also offer similar products and, ~~except~~services asat ~~required~~prices bybelow ~~law~~cost, wedevote ~~undertake~~significant nosales ~~obligation~~forces to ~~update~~competing ~~any~~with ~~forward-looking~~us, ~~statement~~or attempt to ~~reflect~~recruit ~~events~~our orkey ~~circumstances~~personnel ~~after~~by ~~the~~increasing ~~date~~compensation, onany of which itcould isimprove ~~made~~their orcompetitive topositions. ~~reflect~~Any ~~the~~of ~~occurrence~~these ofcompetitive ~~anticipated~~factors ~~events~~could ormake ~~circumstances. New~~it ~~factors~~more ~~emerge~~difficult ~~from~~for ~~time~~us to ~~time~~attract ~~that~~and ~~may~~retain customers, cause us to lower our ~~business~~prices ~~not~~in order to ~~develop~~compete asor wereduce ~~expect~~our market share and itrevenue, isany ~~not~~of ~~possible~~which ~~for~~could ushave toa ~~predict~~material ~~all~~adverse ofeffect ~~them. Factors~~on ~~that~~our ~~may~~financial ~~cause~~condition ~~actual~~and operating results. We can provide no assurance that we will continue to ~~differ~~compete ~~materially~~effectively ~~from~~against ~~those~~our ~~expressed~~current competitors or ~~implied~~additional bycompanies that may enter our ~~forward-looking~~markets. ~~statements~~We ~~include,~~also ~~but~~expect ~~are~~to ~~not~~encounter ~~limited~~competition from customers who elect to, ~~those~~develop ~~described~~solutions ~~under~~or ~~the~~perform ~~heading~~services ~~“Risk~~internally ~~Factors”~~rather ~~beginning~~than onengaging ~~page~~an 11outside provider such as us.

~~USE~~If OFwe ~~PROCEEDS~~are unable to keep up with technological developments, our business could be negatively affected.

WeThe ~~will~~markets ~~not~~for ~~receive~~our ~~any~~services ~~proceeds~~are ~~from~~expected ~~the~~to ~~sale~~be ofcharacterized ~~common~~by ~~stock~~rapid ~~offered~~technological bychange ~~Kodiak~~and ~~pursuant~~be highly competitive with respect to ~~this~~timely ~~prospectus~~innovations. ~~However~~Accordingly, we ~~will~~believe ~~receive~~that ~~proceeds~~our ~~from~~ability to succeed in the sale of our ~~common~~services ~~stock~~will depend significantly upon the technological quality of our services relative to ~~Kodiak~~those ~~pursuant~~of our competitors, and upon our ability to ~~the~~continue IAto develop and introduce new and enhanced products and services at competitive prices and in a timely and cost-effective manner. ~~The~~In ~~proceeds~~order ~~from~~to develop such new services we will depend upon our ~~rights~~ability to ~~sell~~continue ~~shares~~to ~~pursuant~~develop and introduce new and enhanced services at competitive prices and in a timely and cost-effective manner. There can be no assurance that we will be able to develop and market our services successfully or respond effectively to the IAtechnological ~~will~~changes or new service offerings of our potential competitors. We may not be ~~used~~able ~~for~~to ~~working~~develop ~~capital~~the required technologies, and ~~general~~services ~~corporate~~on ~~expenses~~a cost-effective and timely basis, and any inability to do so could have a material adverse effect on our business, financial condition, and results of operations.

WeIf ~~propose~~we experience a significant disruption in our information technology systems, including security breaches, or if we fail to ~~expend~~implement ~~these~~new ~~proceeds~~systems asand ~~follows:~~software successfully, our business operations and financial condition could be adversely affected.

	Proceeds if 100%, or 60,000,000 shares, are sold At an assumed price of $0.0038		Proceeds if 75% of 60,000,000 shares sold at an assumed price of $0.0038
Gross proceeds	$	228,000	$	171,000
Offering expenses:
Legal fees		10,000		10,000
Accounting and auditing fees		5,000		5,000
State securities fees		2,000		2,000
Transfer agent fees		1,000		1,000
Broker’s fees		9,000		4,500
Miscellaneous expenses		5,000		5,000
Total offering expenses		32,000		27,500
Net proceeds	$	196,000	$	143,500

We depend on information technology systems to conduct business. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of customers. As we upgrade or change systems, we may also experience interruptions in service, loss of data or reduced functionality and other unforeseen material issues which could adversely impact our ability to provide our services and otherwise run our business in a timely manner. In addition, if our new systems fail to provide accurate and increased visibility into pricing and cost structures, it may be difficult to improve or maximize our profit margins. As a result, our results of operations could be adversely affected.

WeIn ~~expect~~addition, tocyber-attacks ~~use~~or ~~the~~security ~~net~~breaches ~~proceeds~~could compromise confidential, ifbusiness ~~any~~critical information, ~~from~~cause ~~sales~~a ofdisruption in our ~~common~~operations ~~stock~~or harm our reputation. Our information technology systems are subject to ~~Kodiak~~potential ~~under~~disruptions, ~~the~~including IAsignificant ~~for~~network ~~working~~or ~~capital~~power ~~purposes. The~~outages, ~~amounts~~cyber-attacks, computer viruses, other malicious codes and/or ~~timing~~unauthorized access attempts, any of ~~the~~which, ~~expenditures~~if ~~will~~successful, ~~depend~~could onresult ~~numerous~~in ~~factors~~data leaks or otherwise compromise our confidential or proprietary information and disrupt our operations. Despite our efforts to protect sensitive information and comply with and implement data security measures, ~~such~~there ascan ~~the~~be ~~competitive~~no ~~environment~~assurance that any controls and procedures that we have in place will be sufficient to protect us. AsFurther, ofas ~~the~~cyber ~~date~~threats ofare ~~this~~continually ~~prospectus~~evolving, our controls and procedures may become inadequate and we ~~cannot~~may ~~specify~~be ~~with~~required ~~certainty~~to ~~all~~devote ofadditional ~~the~~resources ~~particular~~to ~~uses~~modify ~~for~~or enhance our systems in the ~~net~~future. ~~proceeds~~We may also be required to usexpend ~~from~~resources ~~the~~to ~~sale~~remediate ofcyber-related ~~shares~~incidents or to ~~Kodiak~~enhance and strengthen our cyber security. ~~Accordingly~~Any such disruptions to our information technology systems, webreaches ~~will~~or ~~retain~~compromises ~~broad~~of ~~discretion~~data, ~~over~~and/or ~~the~~misappropriation ~~use~~of information could result in violation of ~~proceeds~~privacy and other laws, litigation, fines, negative publicity, lost sales or business delays, any of which could have a material adverse effect on our business, financial condition or results of operations.

~~MARKET~~Table ~~FOR~~of ~~COMMON EQUITY AND RELATED SHAREHOLDER MATTERS~~Contents

~~(a) Market~~We ~~Information~~are subject to cyber security risks and may incur delays in platform development in an effort to minimize those risks and to respond to cyber incidents.

Our ~~common~~digital ~~stock~~data ~~has~~analytics ~~been~~platform ~~traded~~will be entirely dependent on the ~~OTCBB~~secure ~~since~~operation ~~October~~of 10our website and systems as well as the operation of the internet generally. The platform involves reading user data, ~~2008~~and storage of user data, ~~under~~and security breaches could expose us to a risk of loss or misuse of this information, litigation, and potential liability. A number of large internet companies have suffered security breaches, some of which have involved intentional attacks. From time to time we and many other internet businesses also may be subject to a denial of service attacks wherein attackers attempt to block customers’ access to our website. If we are unable to avert a denial-of-service attack for any significant period, we could sustain delays in the ~~symbol~~development ~~“FLTT~~of the platform and risk losing future users and have user dissatisfaction.” ~~Prior~~We may not have the resources or technical sophistication to ~~that~~anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, our users, or exchanges we read data from ~~March~~in 4general or the communication infrastructure on which we depend. If an actual or perceived attack or breach of our security occurs, ~~2008~~user perception of the effectiveness of our security measures could be harmed and we could lose our future user. Actual or anticipated attacks and risks may cause us to ~~October~~incur ~~2008~~increasing costs, and delay development. A person who is able to circumvent our ~~common~~security ~~stock~~measures ~~was~~might ~~traded~~be onable ~~the~~to ~~OTCBB~~misappropriate ~~under~~our ~~the~~or ~~symbol~~our ~~“SMOA~~users’ proprietary information, cause interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and platform.” Any compromise of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, which could harm our business.

~~The~~Disruptions ~~following~~to ~~table~~our ~~sets~~information ~~forth,~~technology ~~for~~systems ~~the~~due ~~periods~~to ~~indicated,~~cyber-attacks ~~the~~or ~~high~~our ~~and~~failure ~~low~~to ~~bid~~upgrade ~~prices~~and ~~for~~adjust our ~~common~~information ~~stock~~technology onsystems, ~~the~~may ~~OTC~~materially ~~Bulletin~~impair ~~Board~~our ~~during~~operations, ~~the~~hinder ~~two~~our ~~preceding~~growth ~~fiscal~~and ~~years.~~materially ~~The~~and ~~quotations~~adversely doaffect ~~not~~our ~~reflect~~business ~~adjustments for retail mark-ups, mark-downs, or commissions~~ and ~~may~~results ~~not~~of ~~necessarily reflect actual transactions~~operations.

~~Common~~We ~~Stock~~believe ~~(Prices~~that ~~prior~~an appropriate information technology, or IT, infrastructure is important in order to ~~January~~support 14our daily operations and the growth of our business. If we experience difficulties in implementing new or upgraded information systems or experience significant system failures, ~~2011~~or ~~have~~if ~~been~~we ~~adjusted~~are unable to ~~reflect~~successfully ~~1:20~~modify ~~share~~our ~~split~~management ~~effective~~information ~~January~~systems 14or respond to changes in our business needs, ~~2011)~~we may not be able to effectively manage our business, and we may fail to meet our reporting obligations. Additionally, if our current back-up storage arrangements and our disaster recovery plan are not operated as planned, we may not be able to effectively recover our information system in the event of a crisis, which may materially and adversely affect our business and results of operations.

Quarter Ended:	High		Low
June 30, 2008	$	17.00	$	9.00
September 30, 2008	$	17.00	$	8.00
December 31, 2008	$	13.00	$	3.00
March 30, 2009	$	9.00	$	2.40
June 30, 2009	$	11.00	$	2.40
September 30, 2009	$	11.00	$	2.40
December 31, 2009	$	6.00	$	1.40
March 31, 2010	$	3.30	$	0.46
June 30, 2010	$	0.80	$	0.058
September 30, 2010	$	0.27	$	0.20
December 31, 2010	$	0.176	$	0.024
March 31, 2011	$	0.036	$	0.003
June 30, 2011	$	0.0089	$	0.0017

In the current environment, there are numerous and evolving risks to cyber-security and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance and human or technological error. High-profile security breaches at other companies and in government agencies have increased in recent years, and security industry experts and government officials have warned about the risks of hackers and cyber-attacks targeting businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services and systems, and to fraudulently induce employees, customers, or others to disclose information or unwittingly provide access to systems or data. We can provide no assurance that our current IT system or any updates or upgrades thereto and the current or future IT systems of our potential distributors use or may use in the future, are fully protected against third-party intrusions, viruses, hacker attacks, information or data theft or other similar threats. Legislative or regulatory action in these areas is also evolving, and we may be unable to adapt our IT systems or to manage the IT systems of third parties to accommodate these changes. We have experienced and expect to continue to experience actual or attempted cyber-attacks of our IT networks. Although none of these actual or attempted cyber-attacks has had a material adverse impact on our operations or financial condition, we cannot guarantee that any such incidents will not have such an impact in the future.

OnWe ~~July~~may 6,be ~~2011,~~forced ~~the~~to ~~high~~litigate ~~and~~to ~~low~~enforce ~~bid~~or ~~prices~~defend of our ~~common~~intellectual ~~stock~~property onrights ~~the~~or ~~OTCBB were $0.004 and $0.0033 per share, respectively. The market price for our stock is highly volatile and fluctuates in response~~ to aprotect ~~wide~~trade ~~variety of factors~~secrets.

~~(b) Holders~~Although the success of our services relies significantly on proprietary algorithms which we have developed and continue to improve, to date we have not sought patent protection for any of the technologies we have developed. We are considering whether it would be in our best interest to obtain any such protection in the future. As a result, we might be forced to litigate to defend our intellectual property or trade secrets, which could be very costly and could distract its management from focusing on operating our business. The existence and/or outcome of any such litigation could harm our business.

As of July 6, 2011, we had approximately 100 holders of record of our common stock. This does not reflect beneficial ownership by individuals or entities that hold their stock in nominee or “street” name through various brokerage firms.

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Our Series E Preferred Shares have a fourteen percent (14%) dividend payment, payable monthly the first payment of which was due on February 28, 2010. These dividend payments have not been made to date, and therefore a penalty rate of one half of one percent (0.5%) per month on the total amount outstanding applies 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. As of March 31, 2011 we owed approximately $737,431 in unpaid dividends and penalties. Additionally, the holders of our 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.

We currently intend to retain future earnings, if any, to finance our operations, and to expand our business. Any future determination to pay cash dividends on our common stock will be at the discretion of our Board of Directors and will be dependent upon our financial condition, operating results, capital requirements and other factors that our Board of Directors considers appropriate.

~~CAPITALIZATION~~Table of Contents

~~The~~Failure ~~following~~to ~~table~~protect ~~sets~~our ~~forth~~intellectual property could harm our ~~capitalization~~brand asand our reputation, and adversely affect our ability to compete effectively. Further, enforcing or defending our intellectual property rights could result in the expenditure of ~~June~~significant 30financial and managerial resources. In addition, ~~2010~~there can be no assurance that other parties will not assert infringement claims against us, and ~~March~~ 31we may have to pursue litigation against other parties to assert our rights. Any such claim or litigation could be costly. In addition, ~~2011:~~any event that would jeopardize our proprietary rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands, profitably exploit our products or recoup our associated research and development costs.

·Our onofficers anand ~~actual~~directors ~~basis;~~may ~~and~~be engaged in a range of business activities resulting in conflicts of interest.

·We may be subject to various potential conflicts of interest because some of our officers and directors may be engaged in a range of business activities. In addition, our executive officers and directors may devote time to their outside business interests, so long as ~~adjusted~~such activities do not materially or adversely interfere with their duties owed to ~~reflect~~us. In some cases, our executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to our business and affairs and that could adversely affect our operations. These business interests could require significant time and attention of our executive officers and directors. In addition, we may also become involved in other transactions which conflict with the ~~sale~~interests of 60our directors and the officers who may from time to time deal with persons,~~000~~ firms,~~000~~ ~~shares~~institutions ofor ~~common~~companies ~~stock~~with ~~offered~~which bywe ~~this~~may ~~prospectus~~be dealing, ator anwhich ~~assumed~~may ~~initial~~be ~~price~~seeking investments similar to those desired by us. The interests of $0these persons could conflict with our interests.~~0038~~ ~~per~~In ~~share~~addition, ~~after~~from ~~deducting~~time ~~estimated~~to ~~offering~~time, ~~expenses~~these ~~payable~~persons bymay be competing with us for available investment opportunities.

~~This~~Because ~~information~~we ~~should~~conduct beoperations ~~read~~ in ~~conjunction~~several ~~with~~different ~~our~~countries, ~~Management’s~~we ~~Discussion~~may ~~and~~be ~~Analysis~~affected ~~and~~by ~~Results~~currency ~~of Operation and our consolidated financial statements and the related notes appearing elsewhere in this prospectus~~fluctuations.

WeOur ~~had~~revenues aand ~~net~~expenses ~~loss~~have ofbeen ~~($28~~generated in several foreign countries thus far and this is expected to continue as we continue to develop additional markets in other countries,~~865,778~~ both inside the European Union (“EU”) ~~for~~and elsewhere. These revenues and expenses therefore may be exposed to significant currency exchange fluctuations. Recent events in the ~~year~~global ~~ended~~financial ~~June~~markets ~~30,~~have ~~2010~~been ~~included~~coupled with increased volatility in the ~~accumulated~~currency ~~deficit~~markets. Fluctuations in the ~~table~~exchange ~~below:~~rate between various currencies utilized throughout the world may have a material adverse effect on our business, financial condition and operating results. We may, in the future, establish a program to hedge a portion of our foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However, even if we develop a hedging program, there can be no assurance that it will effectively mitigate currency risks.

	June 30, 2010
	Actual			Adjusted
Capitalization:
Preferred Stock, $.001 par value; 5,000,000 shares authorized; 366,788 shares issued and outstanding		367			367
Common Stock, $0.01 par value; 900,000,000 shares authorized; 6,491,221 issued and outstanding and (1) issued and outstanding as adjusted.		64,912			664,912	(1	)
Common stock issuable		2,368			2,368
Additional paid-in capital		34,114,627			33,710,627	(1	)
Accumulated deficit		(50,088,548	)		(50,088,548	)
Total stockholders’ equity (deficit)		(15,906,274	)		(15,710,274	)
Total liabilities and stockholders’ (deficit)	$	1,675,122		$	1,871,122

We rely on outside consultants and agents.

~~(1) Reflects~~We rely to a significant extent on the ~~sale~~experience and contribution of outside consultants and agents. For example, most of our sales force is composed of independent agents. Some members of our senior management are also consultants and not full-time employees. In the 60event that one or more of these consultants or agents terminate their relationship with us,~~000~~ or become unavailable,~~000~~ ~~shares~~suitable ~~included~~replacements inwill ~~this~~need ~~prospectus~~to be retained, atand athere ~~price~~is ofno ~~$0.0038~~assurance ~~per~~that ~~share~~these could be identified under conditions favorable to us.

WeOur ~~had~~expansion ainto ~~net~~new ~~loss~~markets ofmay ~~($6,463,091)~~present ~~for~~increased ~~the nine~~risks ~~months~~due ~~ended March~~to ~~31,~~our ~~2011~~unfamiliarity ~~included~~with inthose ~~the~~areas ~~accumulated~~and ~~deficit~~our intarget ~~the~~customers’ ~~table~~unfamiliarity ~~below:~~with our brand.

	March 31, 2011
	Actual			Adjusted
Capitalization
Preferred stock: $0.001 par value; 5,000,000 authorized, 606,780 issued and outstanding at March 31, 2011		307			307
Common stock: $0.01 par value; 900,000,000 authorized, 41,147,225 issued and outstanding at March 31, 2011, and (1) issued and outstanding as adjusted		759,755			1,359,755	(1	)
Common stock issuable		133,218			133,218
Additional paid-in capital		37,232,902			36,828,902	(1	)
Deferred offering costs paid in common stock		(66,000	)		(66,000	)
Accumulated deficit		(57,535,819	)		(57,535,819
Total stockholders' (deficit)		(19,475,637	)		(19,279,637	)
Total liabilities and stockholders’ (deficit)	$	9,250,549		$	9,446,549

Consumers in our new markets will not be familiar with our brand, and we will need to build brand awareness in those markets through investments in advertising and promotional activity. We may find it more difficult in our markets to secure desirable locations and to hire, motivate and keep qualified employees.

~~(1) Reflects~~If ~~the~~we ~~sale~~fail ofto ~~the~~retain ~~60,000,000~~our ~~shares~~key ~~included~~personnel inor ~~this~~if ~~prospectus~~we fail to attract additional qualified personnel, atwe amay ~~price~~not be able to achieve our anticipated level of ~~$0.0038~~growth ~~per~~and ~~share~~our business could suffer.

Our future success and ability to implement our business strategy depends, in part, on our ability to attract and retain key personnel, and on the continued contributions of members of our senior management team and key technical personnel, each of whom would be difficult to replace. All of our employees, including our senior management, are free to terminate their employment relationships with us at any time. Competition for highly skilled technical people

~~MANAGEMENT’S~~Table ~~DISCUSSION~~of ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Contents

~~FORWARD~~is ~~LOOKING~~extremely ~~STATEMENTS~~intense, and we face challenges identifying, hiring and retaining qualified personnel in many areas of our business. If we fail to retain our senior management and other key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our strategic objectives and our business could suffer.

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

~~Results~~Generally accepted accounting principles and related pronouncements, implementation guidelines and interpretations with regard to a wide variety of ~~Operations~~matters ~~for~~that ~~the~~are ~~Three~~relevant to our business, such as, but not limited to, revenue recognition, stock-based compensation, trade promotions, and ~~Nine~~income ~~Months~~taxes ~~Ended~~are ~~March~~highly 31complex and involve many subjective assumptions, ~~2011~~estimates and ~~2010~~judgments by our management. Changes to these rules or their interpretation or changes in underlying assumptions, estimates or judgments by our management could significantly change our reported results.

~~OVERVIEW~~If we are unable to manage any future growth effectively, our profitability and liquidity could be adversely affected.

~~Management’s~~Our ~~objective~~ability ~~for~~to ~~the~~achieve ~~three~~our ~~and~~desired ~~nine~~growth ~~months~~depends ~~ended~~on ~~March~~our ~~31,~~execution ~~2011~~in ~~was~~functional toareas ~~improve~~such ~~overall~~as ~~operations~~management, tosales ~~reduce~~and ~~the~~marketing, ~~need~~and ~~for~~general ~~external~~administration ~~financing~~and inoperations. ~~the~~To ~~difficult~~manage ~~economic~~any ~~and~~future ~~financial~~growth, ~~markets. We~~we ~~continued~~must ~~our~~continue ~~focus~~to onimprove ~~growing~~ our ~~prepaid~~distribution, ~~card~~operational ~~business. We~~and ~~have~~financial ~~been~~processes ~~actively~~and ~~engaged~~systems inand ~~seeking~~expand, ~~additional~~train ~~external~~and ~~financing~~manage ~~and~~our ~~other~~employee ~~strategic~~base. ~~partnerships~~If ~~and~~we ~~relationships~~are unable to ~~further~~manage ~~enhance~~our ~~the~~growth ~~scale~~effectively, ~~depth~~our business and ~~profitability~~results of ~~the~~operations ~~business~~could be adversely affected.

InThe ~~the~~COVID-19 ~~three~~pandemic ~~months~~and ~~ended~~the ~~March~~impact ~~31, 2011, we had a net loss~~ of ~~$2,151,846~~the ~~($0.05~~actions ~~per~~taken ~~share basic and diluted), as compared~~ to amitigate ~~net loss of $8,509,926 ($2.06 per share basic and diluted), in~~ the ~~three~~pandemic ~~months~~may ~~ended~~adversely ~~March~~affect ~~31,~~our ~~2010. We had a net loss of $6~~business,~~463,091~~ ~~($0.25~~financial ~~per~~condition ~~share basic~~ and ~~diluted)~~results ~~in the nine months ended March 31, 2011, as compared to a net loss~~ of ~~$21,616,123 ($5~~operations.49 ~~per~~We ~~share~~are ~~basic~~unable ~~and~~to ~~diluted) in~~predict the ~~nine~~extent ~~months~~to ~~ended~~which ~~March 31, 2010. The decrease in~~ the ~~losses~~pandemic ~~year on year was a direct result of a one time impairment charge of goodwill~~ and ~~other intangibles in~~ the ~~amount~~related ofeffects ~~$12,215,200,~~will ~~along~~continue ~~with some other exceptional operational costs relating~~ to ~~the~~impact ~~closing~~our ~~of non-profitable businesses as of March 31~~business, ~~2010,~~financial ~~that~~condition ~~were~~and ~~acquired~~results ~~as part~~ of ~~the~~operations ~~CHVC~~and ~~transaction in 2009. Management felt it prudent to revalue~~ the ~~businesses~~achievement ~~acquired~~of inour ~~2009~~strategic ~~at this time based on this action~~objectives.

~~REVENUES~~In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. In an attempt to limit the spread of COVID- 19,various governmental restrictions, including the declaration of a national emergency in the United States, multiple cities’ and states’ declarations of states of emergency, school and business closings, quarantines, shelter-in-place orders, restrictions on travel, limitations on social or public gatherings, and other social distancing measures may have an adverse impact on our business and operations, including, for example, by reducing the demand for our products globally because of reduced discretionary spending and a decline in economic conditions. Furthermore, the COVID-19 pandemic may have a material adverse effect on third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. Also, due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties, including its severity, duration and spread, any future “waves” of the outbreak or the spread of any variants of the disease, it is not possible to accurately predict the full impact of the COVID-19 pandemic on our business, financial condition, and results of operations. As global economies continue to reopen, the recovery of the economy and our business is likely to fluctuate and vary by geography. Further, the ultimate impact of the COVID-19 pandemic on our customers, employees, business, operations and financial performance depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and transport, import and export and modified workplace activities); the impact of the pandemic on local or regional economies, travel and economic activity, and actions taken in response; the availability of government funding programs; general economic uncertainty in key markets and financial market volatility; volatility in global economic conditions and levels of economic growth; the duration of the COVID-19 pandemic; and the pace of recovery when the COVID-19 pandemic subsides.

~~Revenues~~In ~~for~~addition, ~~the~~there ~~three~~can ~~months~~be ~~ended~~no ~~March~~assurance ~~31,~~that ~~2011~~any ~~increased~~efforts totaken ~~$3,779,682~~by asus ~~compared~~ to ~~$2,862,261~~address ~~for~~the adverse impacts of the ~~three~~COVID-19 ~~months~~pandemic ~~ended~~or ~~March~~actions ~~31,~~taken ~~2010. Revenues~~by ~~for~~municipalities or local citizens to contain the ~~nine~~COVID-19 ~~months~~pandemic ~~ended~~and ~~March~~its ~~31,~~impact ~~2011~~will ~~increased~~be effective and will not result in significant additional costs to ~~$12,640,351~~us. asIf ~~compared~~we are unable to ~~$11,537,215~~recover ~~for~~from or mitigate the ~~nine~~adverse ~~months~~effects ~~ended~~of ~~March~~the 31COVID-19 pandemic in a timely manner, ~~2010. This~~our ~~increase~~business, isfinancial ~~primarily~~condition, ~~due~~and anresults ~~151%~~of ~~increase~~operations incould ~~revenues~~be inadversely affected. To the extent the COVID-19 pandemic adversely affects our ~~software~~business and ~~equipment~~financial ~~segment~~results, onit ~~increased~~may ~~orders~~also ~~for~~have ~~cable~~the ~~equipment~~effect ~~which~~of isheightening ~~expected~~many toof ~~continue~~the ~~throughout~~other ~~2011~~risks ~~and~~described ain 2this “Risk Factors” section.7% ~~growth~~Any inof ~~sales~~the foregoing factors, or other cascading effects of the pandemic that are not currently foreseeable, could adversely impact our ~~third~~business, ~~party~~prospects, ~~calling~~financial ~~products~~condition and results of operation.

COST OF REVENUES AND GROSS MARGIN

While the overall gross margin increased by 3.8% during the three months ended March 31, 2011 versus the three months ended March 31,2010 primarily due to revenue mix of higher margin products in the quarter, the overall gross margin percentage has decreased by 2% in the nine months ended March 31, 2011 versus 2010 due to lower margins generated on the prepaid products sold as a result of increased competition in the segment which represent 89% of revenues for the nine month period.

OPERATING EXPENSES

Operating expenses in the three months ended March 31, 2011 decreased by 28% to $1,620,765 as compared to $2,234,906 in the three month period ended March 31, 2010, and decreased by 42% to $3,664,910 during the nine month period ending March 31, 2011 as compared to $6,373,512 in the nine month period ended March 31, 2010.

Operating expenses consist of general and administrative expenses, including payroll, accounting, legal, consulting, rent and other overhead costs. This category also includes stock compensation and option expense, the costs associated with being a publicly traded company, including the costs of SEC filings, a management fee payable to Flint, Ltd., investor relations and public relations. These costs decreased in the three months ended March 31, 2011 primarily due to one time stock compensation costs of approximately $800,000 issued to departing management as part of the corporate restructuring during the three months ended March 31,2010.

The non-cash charges for compensation consist mainly of the grants of stock issued for services rendered. The common stock issued was valued at its fair market value at the date of issuance and do not represent any cash payments.

~~INTEREST~~Table ~~EXPENSE~~of Contents

~~Interest~~Privacy ~~expense~~and ~~decreased~~data toprotection ~~$812,127~~regulations ~~for~~are ~~the~~complex ~~three~~and ~~months~~rapidly ~~ended~~evolving ~~March~~areas. ~~31,~~Adverse ~~2011~~interpretations asof ~~compared~~these tolaws ~~$1,004,401~~could inharm ~~the~~our ~~three months ended March 31~~business, ~~2010~~reputation, ~~and~~financial ~~increased to $3~~condition,~~467,920~~ ~~as compared to $2,953,136 during the nine months ended March 31, 2011 versus 2010. Interest expense is related to accrued interest on the notes payable~~ and ~~convertible~~ ~~and~~operating ~~promissory notes, as well as the amortization of the debt discounts related to those notes~~results. ~~The amount of interest charges related to accounting for debt discounts that did not involve the payment of cash amounted to $1,903,314.~~

~~LIQUIDITY~~Authorities ~~AND~~around ~~CAPITAL~~the ~~RESOURCES~~world have adopted and are considering a number of legislative and regulatory proposals concerning data protection and limits on encryption of user data. Adverse legal rulings, legislation, or regulation could result in fines and orders requiring that we change our data practices, which could have an adverse effect on our ability to provide services, harming our business operations. Complying with these evolving laws could result in substantial costs and harm the quality of our products and services, negatively affecting our business.

~~Overall~~Recent ~~cash~~legal ~~increased~~developments byin ~~$26,149~~Europe ~~for~~have ~~the~~created ~~nine~~compliance ~~months~~uncertainty ~~ended~~regarding ~~March~~transfers ~~31,~~of ~~2011 due~~personal data from Europe to ~~management’s~~the ~~focus~~United States. onFor ~~maximizing~~example, the ~~use~~General Data Protection Regulation (“GDPR”) applies to all of ~~cash~~our activities conducted from an establishment in the ~~business~~EU or related to ~~minimize~~products and services that we offer to EU users or customers, or the ~~amounts~~monitoring of ~~capital~~their ~~required~~behavior toin bethe ~~raised~~EU. The ~~from~~GDPR ~~outside~~creates ~~sources~~a range of new compliance obligations.

~~The~~Ensuring ~~sources~~compliance with the GDPR is an ongoing commitment that involves substantial costs, and ~~uses~~despite ofour ~~cash~~efforts, governmental authorities or others have asserted and may continue to assert that our business practices fail to comply with its requirements. If our operations are ~~summarized~~found asto ~~follows~~violate ~~(unaudited):~~GDPR requirements, we may incur substantial fines, have to change our business practices, and face reputational harm, any of which could have a material adverse effect on our business. In particular, serious breaches of the GDPR can result in administrative fines of up to 4% of annual worldwide revenues. Fines of up to 2% of annual worldwide revenues can be levied for other specified violations.

	Nine Months Ended March 31,
	2011			2010
Net cash used in operating activities	$	(830,997	)	$	(2,052,956	)
Net cash provided by (used in) investing activities		15,063			(133,732	)
Net cash provided by financing activities		837,481			1,008,551
Exchanage gain (loss) on debt		4,602			(149,980	)
Net increase (decrease) in cash and cash equivalents		26,149			(1,328,117	)
	$	(45,568	)	$	8,885

The EU-U.S. and the Swiss-U.S. Privacy Shield frameworks allow U.S. companies that to self-certify to the U.S. Department of Commerce and publicly commit to comply with specified requirements to import personal data from the EU and Switzerland. However, these frameworks face a number of legal challenges, and their validity remains subject to legal, regulatory, and political developments in both Europe and the U.S. The potential invalidation of data transfer mechanisms could have a significant adverse impact on our ability to process and transfer personal data outside of the European Economic Area.

~~During~~We ~~the~~operate ~~nine months ended March 31, 2011, cash used~~ in ~~operating~~numerous ~~activities~~countries ~~was $830,997 resulting from a gross profit of $673,905~~ and ~~operating~~are ~~expenses~~subject ofto ~~$3,664,910.~~various ~~The~~different ~~loss~~laws ~~included non cash charges for stock~~ and ~~option~~regulations ~~compensation~~which ofcan ~~$808,196, accretion~~change ~~of debt discount of $1,141,870 and amortization of beneficial conversion feature of $761,444 and depreciation and amortization charges of $710,177~~significantly.

~~During~~This ~~the~~could ~~nine~~adversely ~~months~~affect ~~ended~~our ~~March~~future 31business, ~~2010,~~financial ~~cash~~condition ~~used~~and inresults ~~operating~~of ~~activities~~operations. ~~was~~Our ~~$2,052,956~~operations ~~resulting~~will ~~from~~be asubject ~~gross~~to ~~profit~~various ~~of $842~~laws,~~311~~ regulations and ~~operating~~guidelines ~~expenses~~relating ofto ~~$5,531,201~~the Internet. ~~The~~We ~~loss~~endeavor ~~included~~to ~~non~~comply ~~cash~~with ~~charges~~all ~~for~~relevant ~~stock~~laws, regulations and ~~option~~guidelines ~~compensation~~and ofbelieve $2we are following all such laws,~~483~~ regulations and guidelines. Unfavorable regulatory changes,~~095~~ delays or both may therefore materially and ~~accretion~~adversely ofaffect ~~debt~~our ~~discount~~future business, financial condition and results of ~~$1,576,359~~operations.

~~Other~~Our ~~operating~~business ~~activities~~depends ~~that~~on ~~increased~~continued ~~cash~~and ~~during~~unimpeded ~~the~~access ~~nine~~to ~~months ended March 31, 2011 were a increase in accounts payable of $465,731, reduction in inventories of $140,427, an increase in~~ the ~~cash~~internet ~~overdraft~~by ofus ~~$34,398~~ and ~~accrued~~our ~~liabilities $440,448~~users. ~~Operating~~ ~~activities~~Internet ~~that~~access ~~decreased~~providers ~~cash~~may ~~included~~be aable ~~increase~~to ~~in accounts receivable of $543~~restrict,~~149~~ ~~and an increase in prepaid expenses of $29~~block,~~421~~ ~~and a decrease in other payables of $6~~degrade,~~134. Cash~~ ~~provided~~or bycharge ~~financing activities~~ for ~~the~~access ~~nine~~to ~~months~~certain ~~ended March 31, 2011 consisted~~ of ~~the~~our ~~sale~~products ofand ~~short term promissory notes~~services, which ~~provided~~could ~~$810,611~~lead into ~~cash,~~additional expenses and ~~from~~ the ~~sale~~loss of ~~common~~users ~~stock of~~and ~~$32,500~~advertisers. ~~Cash used in financing activities for the nine month ended March 31, 2011 of the repayment on the line of credit of $5,630.~~

~~During~~Our products and services depend on the ~~nine~~ability ~~months~~of ~~ended~~our ~~March~~users 31to access the internet, ~~2010~~and certain of our products require significant bandwidth to work effectively. Currently, ~~cash~~this access is provided by ~~financing~~companies ~~activities~~that ~~for~~have significant market power in the ~~nine~~broadband ~~months~~and ~~ended~~internet ~~March~~access 31marketplace, ~~2010~~including ~~consisted~~incumbent oftelephone ~~the~~companies, ~~sale~~cable companies, mobile communications companies, and government-owned service providers. Some of ~~short~~these ~~term~~providers ~~promissory~~have ~~notes,~~taken ~~which~~or ~~provided~~have $1stated that they may take measures that could degrade,~~225~~ disrupt,~~550~~ inor ~~cash,~~increase ~~and~~the ~~from~~cost ~~our~~of ~~line~~user access to certain of ~~credit~~our inproducts by restricting or prohibiting the ~~amount~~use of ~~$18~~their infrastructure to support or facilitate our offerings,~~293~~ or by charging increased fees to us or our users to provide our offerings. ~~Cash~~ ~~used~~Some jurisdictions have adopted regulations prohibiting certain forms of discrimination by internet access providers; however, substantial uncertainty exists in ~~financing~~the ~~activities~~United States ~~for~~and elsewhere regarding such protections. For example, in 2018 the ~~nine~~United States ~~month~~Federal ~~ended~~Communications ~~March~~Commission 31repealed net neutrality rules, ~~2010~~which ~~consisted~~could ~~primarily~~lead internet access providers to restrict, block, degrade, or charge for access to certain of ~~repayment~~our products and services. In addition, in some jurisdictions, our products and services have been subject to government-initiated restrictions or blockages. Such interference could result in a loss of ~~$225~~existing users,~~279~~ customers and advertisers, goodwill, and increased costs, and could impair our ability to ~~various~~attract ~~promissory~~new ~~note~~users, ~~holders~~customers and advertisers, thereby harming our business.

$4,602 of cash was provided in foreign currency transactions related to exchange losses on convertible notes payable during the nine months ended March 31, 2011 and $149,980 of cash was used in foreign currency transactions for the nine months ended March 31, 2010.

As of March 31, 2011, we had cash and cash equivalents of $45,568, an increase of $26,149 from the balance at June 30, 2010, which was $19,419. Our working capital deficit increased as of March 31, 2011 to $15,859,195 as compared to a working capital deficit of $10,630,231 at June 30, 2010. We have not yet generated sufficient revenues to cover the costs of continued product and service development and support, sales and marketing efforts and general and administrative expenses.

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

OnTable ~~November 26, 2010 we signed an Equity Line~~ of Credit Agreement with Kodiak Capital, as amended and restated on January 21, 2011. This agreement allows us to place up to $15 million worth of our common stock to Kodiak over two years, subject certain conditions, which will become available to us when a registration statement on Form S-1 is deemed effective by the SEC. This agreement will require Kodiak to sell shares in the market and in order to be successful requires the stock to be liquid and trading at levels that will generate enough value to allow the company to draw the full amount over the period. The agreement allows us to place shares with Kodiak based on a formula. The maximum amount of each Put is equal to, at Kodiak’s election, five hundred percent (500%) of the average daily volume (U.S. market only) of the Common Stock for the five (5) trading days prior to the applicable Put notice date, multiplied by the average of the five (5) daily closing bid prices immediately preceding the Put Date, or (B) five hundred thousand dollars ($500,000). This determines the maximum amount that we can draw per Put and is directly related to the trading activity of the stock.Contents

IfOur ~~this~~future ~~formula~~results ~~was~~will ~~applied~~suffer toif ~~the trading history of our stock over the previous calendar quarter and~~ we ~~elected~~do tonot ~~make~~effectively ~~two~~manage ~~puts~~our ~~per~~expanded ~~month~~operations ~~then~~following ~~we would have been able to place shares up~~ the ~~following~~listing ~~Put amounts~~ on ~~Kodiak:~~Nasdaq.

Date	5 day average volume		500% of 5 day average		Average closing bid price		Maximum available amount
15-Apr-11		1,654,428		8,272,142		0.00598		49,467
30-Apr-11		4,159,180		20,795,898		0.00594		123,528
15-May-11		2,652,420		13,262,098		0.0038		50,396
31-May-11		9,075,394		45,376,970		0.00232		105,275
15-Jun-11		29,249,562		146,247,810		0.00334		488,468
30-Jun-11		8,693,236		43,466,181		0.00376		163,433

Following our listing on the Nasdaq, the size of our business will be significantly larger than the current business of Ealixir. Our future success depends, in part, upon our ability to manage this expanded business, which will pose substantial challenges for our management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We cannot assure you that we will be successful or that we will realize the expected operating efficiencies, annual net operating synergies, revenue enhancements and other benefits currently anticipated to result from our listing on the Nasdaq.

~~The~~Failure ~~above table is based on historical performance and is intended purely~~ to ~~illustrate~~adequately ~~the~~manage ~~amount~~our ofgrowth ~~funds that we~~ could ~~have~~impair ~~drawn~~our from Kodiak had the Equity Finance Agreement been available during that period. Actual amounts sold to Kodiak are based on the lowest closing bid price of the shares in the 5 days following the Put that will determine the actual amount of shares issued to Kodiak with each Put. We are under no contractual obligation to exercise a Put and market conditions at the time will determine when management would take that option. Future performance cannot be guaranteed but on the basis that the share volumes continue in future periods in line with recent history we would have the ability to ~~avail~~deliver ~~ourselves~~high-quality ofsolutions ~~the full $15 million available under the agreement. As of March 31, 2011, we do not have sufficient authorized shares available~~ to ~~raise the full $15 million under the Kodiak financing agreement. In order to facilitate the full draw we will most likely have to increase~~ our ~~number of total authorized shares~~customers, ~~requiring~~hurt aour ~~shareholder~~reputation ~~vote,~~and ~~before~~compromise weour ~~would have the~~ ability to ~~raise~~become ~~the full $15 million under the Kodiak financing agreement~~profitable.

AsWe ofexpect ~~the~~to ~~date~~experience ofsignificant ~~the~~growth ~~filing~~in ofour ~~this~~business. ~~report,~~If we ~~have~~do anot ~~total~~effectively ofmanage ~~approximately~~our ~~$4 million of loan principal that is past due from a total principal balance of approximately $6.7 million~~growth, ~~representing 14 individual parties. Under~~ the ~~terms~~quality of ~~the~~service ~~loan~~of ~~agreements~~our ~~the~~solutions ~~$6.7~~may ~~million principal is payable. In addition~~suffer, ~~approximately~~which ~~$2.2~~could ~~million~~negatively ofaffect ~~accumulated~~our ~~interest~~reputation, ~~preferred~~demand ~~share~~for ~~dividends~~our ~~and~~solutions ~~related~~or ~~penalties~~compromise isour ~~past due on these loans. We are in active discussions with these parties about the outstanding debt and rescheduling payments in the future based on the business progress during 2010 and the~~ ability ~~of the Company~~ to ~~meet~~become ~~the new arrangements from the Kodiak funding~~profitable. ~~They~~Our ~~are~~growth ~~waiting to finalize these terms once the Registration Statement~~ is ~~deemed~~expected ~~effective~~to ~~and~~place a ~~structured~~significant ~~funding~~strain ~~environment~~on isour ~~in place. Of the 11 parties~~managerial, ~~four~~operational ~~have~~and ~~initiated~~financial ~~legal~~resources ~~proceedings,~~and ~~the remainder, including~~ our ~~secured lender, have not initiated legal proceedings~~infrastructure. OfOur ~~the~~future ~~four~~success ~~that~~will ~~have taken legal steps~~depend, wein ~~believe~~part, ~~based on discussions with them, that suitable payment terms will be agreed~~ upon ~~over~~ the ~~duration~~ability of ~~the~~our ~~Kodiak~~senior ~~funding.~~management ~~In addition~~ to ~~these~~manage ~~loans,~~growth ~~we have approximately $1~~effectively.2 ~~million~~This ofwill ~~trade~~require ~~payables~~us ~~that~~to, ~~are~~among ~~past~~other ~~due.~~things, ~~Two~~hire ~~parties~~additional ~~have received summary judgments~~personnel, asimplement ~~reported~~additional inmanagement ~~our~~information ~~Form~~systems ~~10-K~~and ~~for~~maintain ~~the~~close ~~year~~coordination ~~ended~~among ~~June~~our 30engineering, ~~2010 and in this quarterly report~~operations, ~~and we have been served with a pending action from another. Despite receiving these judgments~~legal, we have agreed to terms to pay down one of the larger amounts over two years. Management is confident the Company will be successful in satisfying these obligations prior to foreclosure or bankruptcy. Howeverfinance, ~~there~~sales isand nomarketing ~~assurance~~and ~~that~~client ~~any~~service ~~additional~~and ~~capital~~support ~~will be raised~~organizations.

~~Results~~The loss of ~~Operation~~key ~~for~~personnel ~~the~~could ~~Year~~have ~~Ended~~a ~~June~~material 30adverse effect on our business, ~~2010~~financial ~~and~~condition ~~2009~~or results of operations.

~~Overview~~The success of our business will depend in part on our ability to retain key employees who continue employment with us after our listing on the Nasdaq is completed. It is possible that key employees might decide not to remain with us after our listing on the Nasdaq is completed. The loss of the day-to-day involvement of any key personnel could have a material adverse effect on us, and if any key employees terminate their employment, our business activities might be adversely affected, management’s attention might be diverted from operations to recruiting suitable replacements and our business, financial condition or results of operations could be adversely affected. In addition, we might not be able to locate suitable replacements for any key employees who leave us or offer employment to potential replacements on reasonable terms.

~~Management’s~~Most ~~objectives~~of for the fiscal year ended June 30, 2010 was to consolidate operations, to increase gross margins from existing revenue streams and ensure that we had sufficient capital to execute the business plan in an extremely difficult economic and financial environment. In our ~~third~~senior ~~quarter~~management ~~ending~~team ~~March~~will ~~31,~~have ~~2010~~limited weexperience ~~undertook~~managing a ~~fundamental~~Nasdaq ~~review~~traded of our operations and decided to cease non-profit making businesses and reduced our corporate overhead costs by approximately 66%. These closures resulted in lower gross revenues but higher gross margins and lower operating costs. We recorded one-time expenses of $12company,~~215,200~~ and anregulatory ~~equity~~compliance ~~contribution~~may ofdivert ~~$5,285,327~~their inattention ~~relation~~from ~~to this restructuring. Throughout~~ the ~~financial year, we also restructured our debt resulting in a reduction of $8,854,345 in overall debt levels. We incurred a one~~ day-~~time~~to-day ~~charge~~management of ~~$5,007,702~~our ~~as part of this restructuring~~business.

OnMost ~~January 29, 2009, we acquired six U.S. operating subsidiaries~~ of ~~China~~the ~~Voice~~individuals ~~Holding~~who ~~Corp.~~will ~~(“CHVC”),~~constitute ~~namely:~~our ~~CVC~~senior ~~Int’l~~management ~~Inc.,~~team ~~Cable~~have ~~and~~limited ~~Voice~~experience ~~Corporation,~~managing ~~StarCom~~a ~~Alliance Inc, Dial~~Nasdaq-~~Tone~~traded ~~Communication~~company ~~Inc, Phone House of Florida, Inc.,~~ and ~~Phone~~limited ~~House,~~experience ~~Inc.~~complying ~~(of~~with ~~California) (~~the ~~“Acquisition~~increasingly ~~Companies”),~~complex inlaws ~~exchange~~pertaining ~~for~~to ~~21,000,000~~public ~~shares~~companies oflisted ~~our~~on ~~restricted~~Nasdaq. ~~common~~The ~~stock~~senior ~~and~~management ~~$500,000~~team inmay ~~cash~~not atsuccessfully ~~Closing~~or ~~and~~efficiently ~~$1,000,000~~manage inthe ~~deferred~~transition ~~payments.~~to ~~Additionally, we issued~~ a ~~Promissory~~Nasdaq ~~Note~~traded tocompany ~~CHVC~~that ~~dated~~is ~~January~~subject ~~29,~~to ~~2009,~~significant inregulatory anoversight ~~amount of $7,000,000. As part of the closing of the transaction~~ and inreporting ~~addition~~obligations tounder ~~the~~United States ~~issuance~~securities oflaws ~~the common stock~~ and ~~cash~~Nasdaq ~~paid~~Listing asRules. ~~noted~~In ~~above~~particular, wethese ~~also~~new ~~acquired~~obligations ~~15,000,000~~will ~~shares~~require ofsubstantial ~~restricted~~attention ~~common~~from ~~stock~~the ofmanagement ~~CHVC in exchange for deferred payments totaling $1,500,000. Subsequently, in March~~ and ~~April~~could ofdivert ~~2009,~~their aattention ~~number~~away offrom ~~terms and conditions within~~ the day-to-day ~~Merger~~management ~~Agreement,~~of ~~Stock~~our ~~Purchase Agreement and Promissory Note were amended~~business.

~~The~~Our ~~business~~reported ~~purpose~~financial ~~for~~results ~~acquiring~~may ~~these~~be ~~companies~~adversely ~~was~~affected toby ~~expand~~changes the distribution channels and addressable market for us. At the time of the transaction, we had telecoms network and infrastructure delivering VoIP telephony services that were growing organically and looking for additional revenue channels. These acquisitions brought established channels for prepaid calling products that opened up both new product areas for the existing network in ~~our targeted migrant customer base that we could introduce new products to~~U. ~~Cable and Voice Corporation offered a strategic channel to rural and large cable companies, a key market for our VoIP services~~S. GAAP.

The accounting principles generally accepted in the United States of America (“GAAP”) is subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.

In particular, in May 2014, the FASB issued Accounting Standards Codification (“ASC”) 606, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As an “emerging growth company,” we are allowed under the JOBS Act to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to take advantage of this extended transition period under the JOBS Act with respect to ASC 606,

~~During~~Table 2009, we successfully developed our own brand prepaid calling products via Flint Prepaid Inc (formally Wize Communications) and had limited success in penetrating the existing markets that the acquisitions brought. The funding markets continued to be extremely challenging throughout 2009 and the planned investment levels were not achieved. In the first quarter of 2010 we did a full review of all business operations in light of continued funding challenges to minimize cash used in operations. As a result of that review we decided to close those businesses that did not deliver positive cash flow either directly or when the associated corporate activities relating to those businesses were considered. We also reduced our corporate staffing and functions commensurate with these actions. Therefore, during the third quarter ended March 31, 2010 we shut down four of these subsidiary companies: CVC Int’l, Phone House Inc. of Florida, Dial-Tone Communications and Starcom Alliance. Consequently, we recognized a loss in the form of a one-time impairment charge of goodwill and other intangibles and other one-time costs in the amount of $12,215,200.Contents

~~During~~which ~~the~~resulted ~~fourth~~in ~~quarter~~ASC 606 ~~ended~~becoming ~~June~~effective 30for ~~2010,~~us ason ~~part of our corporate and Balance Sheet restructuring efforts we agreed to return our 15~~January 1,~~000,000~~ ~~common~~2019. ~~shares~~Any ~~held~~difficulties ofin ~~CHVC~~implementing ~~and~~these wepronouncements ~~sold~~could ~~these~~cause ~~four~~us ~~companies~~ to ~~CHVC~~fail ~~or its designated assignee pursuant~~ to ameet ~~settlement~~our ~~agreement,~~financial asreporting ~~amended~~obligations, ~~with~~which ~~CHVC~~could ~~effective~~result ~~June 30, 2010~~ in ~~which~~regulatory ~~CHVC~~discipline ~~agreed to reduce amounts due under the original agreement~~ and ~~also~~harm ~~return~~investors’ ~~15,800,000~~confidence ~~of FLTT shares held by them. (See Note 9 Related Party Transactions). Consequently, we recognized an equity contribution~~ in ~~the amount of $5,285,327 and a one-time charge of $2,250,000 relating to the return of the CHVC shares held by the Company at the time of the sale~~us.

~~During~~We ~~the~~are ~~year~~evaluating ~~ended~~ASC 606 ~~June 30, 2009, we acquired Semotus Solutions, Inc. (“Semotus”) through a reverse merger~~ and ~~disposed~~have ofnot determined the ~~Semotus~~impact ~~software~~it ~~business~~may have on ~~January~~our ~~28,~~financial ~~2009~~reporting. ~~Semotus~~ ~~issued 28~~If,~~460,094~~ ~~shares~~for ofexample, ~~restricted~~we ~~common~~were ~~stock~~required to ~~Flint~~recognize ~~Telecom,~~revenue ~~Inc.~~differently ~~pursuant~~with respect to aour ~~definitive~~managed ~~Contribution~~services ~~Agreement~~and ~~dated~~SaaS ~~April 23~~businesses, ~~2008 (~~the ~~“Contribution~~differential ~~Agreement”). Through~~revenue ~~the~~recognition ~~acquisition~~may ofcause ~~Semotus,~~variability ~~we acquired $492,796~~ in ~~fair~~our ~~value~~reported ofoperating ~~assets,~~results ~~$584,680~~due ~~in liabilities. We acquired Semotus~~ to ~~give us access to~~ a ~~new~~delay ~~market~~in ~~by combing their HipLink technology with~~ our ~~VoIP~~ability ~~network that would allow Semotus~~ to ~~offer~~report arevenues ~~hosted~~under ~~version of their market leading solution to existing government and enterprise customers~~ASC 606.

~~Separate~~Risks ~~from~~Related the Contribution Agreement, as a hiring and retention incentive and in lieu of issuing stock options under the Company’s stock option plan, we issued 8,410,000 shares of restricted common stock, vesting over a period of four years, to ~~executive~~Our officers and key employees, and 3,508,000 shares of restricted common stock to Mr. LaPine. These shares of restricted common stock were valued at $2,631,000. We recorded $2,631,000 in expense in the year ended June 30, 2009, related to the shares of restricted common stock granted to these executive officers, directors and key employees.Industry

OnWe ~~January~~are ~~29,~~subject ~~2009,~~to werisks ~~sold~~relating ~~all of the assets and liabilities of the ‘Semotus Business’ or ‘Solutions Division’~~ to ~~Mr. Anthony LaPine for 3,508,000 shares of~~ our ~~restricted~~information ~~common~~technology ~~stock valued at $1~~systems,~~333,040~~ ~~owned by Mr. LaPine following Mr. LaPine exercising his right to purchase the Semotus Business/Solutions Division from Flint, in accordance with Section 8.2(f) of the Contribution Agreement by~~ and among Semotus Solutions, Inc. (now named Flint Telecom Group, Inc., and referred to as “Flint”) and Flint Telecom, Inc. dated April 23, 2008, which states that Mr. LaPine shall have the right to purchase (at any ~~time~~failure ~~within the three-year period commencing on the date of Closing) or, in the event the Board shall determine~~ to ~~dispose~~adequately ofprotect ~~the~~our ~~Semotus~~critical ~~Business~~information ~~unit~~technology ~~prior~~systems tocould ~~the~~materially ~~end~~affect ofour ~~such three-year period, a right of first refusal with respect thereto, in exchange for (1) the shares issued in accordance with this Section 8~~operations.2(f) or (2) the fair market value of the Semotus Business at the time Mr. LaPine exercises his right to purchase payable by delivery of the shares issued in accordance with this Section 8.2(f) or cash, whichever is less. When considering the transaction the Board considered that this was the best value achievable for the Company following Mr. Lapine's request.

~~This~~We ~~transaction~~rely ~~was~~on ~~further~~information ~~clarified~~technology ~~and~~systems ~~consummated~~across byour ~~the~~operations, ~~Agreement~~including ~~and~~for ~~Plan~~management, ofsupply ~~Corporate~~chain ~~Separation~~ and ~~Reorganization~~financial byinformation and ~~among~~various ~~Flint~~other processes and ~~Semotus, Inc~~transactions. ~~executed~~As asour ofmanufacturing ~~January~~equipment ~~29,~~is ~~2009~~wirelessly controlled and operated, ~~pursuant~~and tothe tracing data (which weis ~~transferred~~required ~~all~~for ofnecessary ~~the~~certifications) ~~assets~~our ~~and~~equipment ~~properties~~produces is stored electronically, ~~subject~~our tobusiness ~~all~~depends on the ~~liabilities~~security, ~~debts~~reliability, ~~obligations~~ and ~~contracts~~capacity of these systems. Information technology system failures, network disruptions or breaches of ~~the~~security ~~Solutions~~could ~~Division~~disrupt toour ~~Semotus~~operations, ~~Inc.~~causing indelays ~~exchange~~or ~~for~~cancellation ~~Mr.~~of ~~LaPine’s~~customer 3orders or impeding the manufacture or shipment of products,~~508,000~~ ~~shares~~processing of ~~our~~transactions ~~restricted~~or ~~common~~reporting ~~stock~~of financial results. ~~The~~An ~~“Semotus~~attack ~~Business”,~~or asother ~~set~~problem ~~forth~~with our systems could also result in ~~Section~~the ~~7.18~~disclosure of ~~the~~proprietary ~~Contribution~~information ~~Agreement~~about our business or confidential information concerning our customers or employees, iswhich ~~defined~~could asresult ~~the~~in ~~operations~~significant ofdamage ~~Semotus~~to our business and our reputation. Advanced cyber-security threats, such as ~~conducted~~computer ~~immediately~~viruses, ~~prior~~attempts to ~~the~~access ~~acquisition~~information, ~~transaction~~and ofother ~~Flint~~security ~~Telecom~~breaches, ~~Inc.~~are ~~that~~persistent ~~closed~~and oncontinue ~~October~~to 1evolve, ~~2008~~making them increasingly difficult to identify and prevent. Protecting against these threats may require significant resources, and ~~does~~we may not ~~reflect~~be able to implement measures that will protect against all the significant risks to our information technology systems. In addition, we rely on third party service providers to execute certain business ~~operations~~processes ofand ~~Flint~~maintain ~~Telecom~~certain information technology systems and infrastructure, ~~Inc~~and any breach of security on their part could impair our ability to effectively operate. ~~acquired~~Any breach of our security measures could result in ~~connection~~unauthorized ~~with~~access ~~that~~to ~~transaction~~and misappropriation of our information, corruption of data or disruption of operations or transactions, any of which could have a material adverse effect on our business.

AsThe asuccess ~~result~~ of ~~this~~our ~~discontinuation,~~Company wewill ~~recorded~~depend aon ~~net~~relationships ~~loss~~with ofthird ~~$1,311,835~~parties inand ~~discontinued~~pre-existing ~~operations,~~customers ~~for~~of ~~the~~Ealixir ~~year~~which ~~ended~~relationships ~~June~~may ~~30,~~be ~~2009. This~~affected ~~net~~by ~~loss~~customer ~~consists~~preferences ofor ~~the~~public ~~following:~~attitudes aabout ~~gain~~the onCompany ~~return~~being ofpublic. ~~stock~~Any ofadverse ~~$1,439,767,~~changes anin ~~impairment~~these ofrelationships ~~Semotus~~could ~~goodwill~~adversely ofaffect ~~($2~~our business,~~538,148),~~ ~~and~~financial acondition ~~net~~or ~~write-off~~results of ~~Semotus’ profits and losses of ($213,454)~~operations.

InOur ~~June~~success ofwill ~~2010,~~be wedependent ~~entered~~on ~~into~~the ~~a $10 million reserve equity financing agreement with AGS Capital Group, LLC (AGS) that allows us to sell registered common shares in return for cash over a two year period. Our~~ ability to ~~require~~maintain ~~AGS~~and torenew ~~purchase~~business ~~our common stock is subject to various conditions and limitations~~relationships, including ~~but~~relationships ~~not~~with ~~limited~~pre-existing ~~to,~~customers ~~the filing~~ and ~~declaration~~partners of ~~effectiveness~~Ealixir byand ~~the SEC of a registration statement covering the possible resale of the shares issued~~ to ~~AGS.~~establish ~~(See~~new ~~Note~~business ~~23 for more details)~~relationships. In ~~the~~There ~~meantime,~~can ~~given~~be ~~the~~no ~~continued~~assurance ~~financial~~that ~~market difficulties,~~ we ~~have~~will ~~had~~be ~~very~~able ~~limited access~~ to ~~capital~~maintain ~~and~~pre-existing ~~have~~customer ~~been~~contracts, ~~drawing~~partnership ~~funds~~relationships ~~on an as needed basis from various institutions~~ and ~~individuals~~other inbusiness ~~order~~relationships, toor ~~operate.~~enter ~~These~~into ~~financings~~or ~~are~~maintain ~~predominantly~~new incustomer ~~the~~contracts ~~form~~and ofother ~~convertible~~partnership ~~loans~~and ~~that~~business ~~convert~~relationships, ~~into~~on ~~our~~acceptable ~~common~~terms, ~~stock~~if at ~~varying~~all. ~~discounts~~Relationships towith ~~the~~third ~~market~~parties ~~price~~can atbe ~~the~~terminated ~~time~~at ofany ~~conversion~~time. ~~Given~~The ~~the~~failure ~~low~~to ~~per~~maintain ~~share~~important ~~trading~~business ~~price~~relationships ofcould ~~our stock during 2010, these conversions~~ have ~~introduced~~a ~~additional~~material ~~shares~~adverse ~~into~~effect ~~the~~on ~~market place and resulted in an increase in~~ our ~~total~~business, ~~issued~~financial ~~and~~condition ~~outstanding~~or ~~shares~~results inof ~~recent times~~operations.

We face intense competition, and we may not be able to compete effectively, which could reduce demand for our products and adversely affect our business, growth, revenues and market share.

The overall market for online reputation management services is rapidly evolving, highly competitive, complex, fragmented with numerous single point solutions, and is subject to changing technology and shifting consumer needs. In addition, many companies in our target markets are offering, or may soon offer, products and services that may compete with our products and services. Ealixir currently competes with established companies, such as Reputation.com, Terakeet, Repair Bad Reputation, Internet Reputation.com, and Brand Yourself.

Many of our competitors, have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, many of our competitors have strong relationships with current and potential customers and extensive knowledge of the

ItTable is management’s aim to continue to build a sustainable, profitable business over the long term which we believe will ultimately reflect in our share price and reduce the dilution levels from ongoing funding needs. Throughout the fiscal year we have been actively engaged in seeking other potential acquisition targets to further enhance the scale, depth and profitability of ~~the business, and we continue to work towards improving our overall operations to reduce our need for external financing.~~Contents

Ine-commerce ~~the~~industry. ~~fiscal~~As ~~year~~a ~~ended June 30~~result, ~~2010,~~they wemay ~~had~~be aable ~~net~~to ~~loss~~respond ofmore ~~$28,865,778~~quickly ~~($0.35~~to ~~per~~new ~~share~~or ~~basic~~emerging technologies and ~~diluted)~~changes in customer requirements, asfor ~~compared~~example toby offering a ~~net~~SaaS ~~loss~~based ofproduct ~~$14,562,263~~that ~~($0.31~~competes ~~per~~with ~~share~~our ~~basic~~products ~~and~~or ~~diluted)~~devoting ingreater resources to the ~~fiscal~~development, ~~year~~promotion ~~ended~~and ~~June~~sale ~~30,~~of ~~2009.~~their ~~The~~products ~~increase~~than inwe ~~our~~do. ~~net~~Increased ~~loss~~competition ~~was~~may alead ~~result~~to ofprice ~~the~~cuts, ~~corporate~~alternative ~~and~~pricing ~~debt~~structures, ~~restructuring~~fewer ~~totaling~~customer ~~$19~~orders,~~900~~ reduced gross margins,~~660~~ longer sales cycles and loss of market share. ~~Our~~We ~~overall~~may ~~cash~~not ~~decreased~~be byable ~~$1,317,583~~to incompete ~~the~~successfully ~~twelve~~against ~~months~~current ~~ended~~and ~~June~~future 30competitors, ~~2010~~and our business, ~~compared~~results toof aoperations ~~decrease~~and infinancial ~~cash~~condition ofwill ~~$150,019~~be inharmed ~~the~~if ~~fiscal~~we ~~year~~fail ~~ended~~to ~~June~~meet ~~30,~~these ~~2009~~competitive pressures.

~~Sources~~Risks ofRelated ~~Revenue~~to Our Securities

Our ~~subsidiaries~~President ~~produce~~and Chairman of the ~~following~~Board, ~~telecom~~Enea ~~revenues:~~Angelo Trevisan, has a substantial influence over our Company. His interests may not be aligned with the interests of our other stockholders, and he could prevent or cause a change of control or other transactions.

~~Digital~~As ~~Phone~~of ~~Solutions,~~the ~~Inc.~~date ~~provides a suite~~ of ~~Enhanced~~this ~~Services~~prospectus, ~~solutions~~Mr. ~~for~~Trevisan, IPour ~~Telephony~~President ~~Service~~and ~~Providers~~Chairman ~~facilitated~~of by the ~~Flint network. Cable and Voice Corporation delivers quality broadband~~Board, ~~VoIP/~~holds ~~digital~~approximately ~~phone~~99% ~~and~~of ~~wireless products to~~ the ~~cable~~voting ~~industry~~power ~~and~~of ~~service provider customers throughout~~ the ~~world~~Company. ~~Phonehouse~~Upon ~~USA Inc. provides prepaid calling cards that enable users in~~ the ~~United~~completion ~~States~~of tothis ~~call~~offering, ~~internationally at significant savings~~Mr. Trevisan ~~Flint~~will ~~Prepaid~~hold ~~sells~~99% ~~prepaid~~of ~~calling~~the ~~products~~voting topower ~~retail~~of ~~end-users~~the ~~through master distributors and retailers~~Company.

~~Operating~~Accordingly, ~~Expenses~~Mr. Trevisan could have significant influence in determining the outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions. Mr. Trevisan will also have the power to prevent or cause a change in control. Without the consent of Mr. Trevisan, we may be prevented from entering into transactions that could be beneficial to us or our minority stockholders. In addition, Mr. Trevisan could violate his fiduciary duties by diverting business opportunities from us to himself or others. The interests of Mr. Trevisan may differ from the interests of our other stockholders. The concentration in the voting power of the Company may cause a material decline in the value of our Common Stock. For more information regarding Mr. Trevisan and his ownership of our securities, see “Security Ownership of Principal Stockholders and Management.”

~~Sales~~We ~~and~~are ~~marketing~~a ~~expenses~~“controlled ~~consist~~company” ofdefined ~~costs~~under ~~incurred~~the toNasdaq ~~develop~~Listing ~~and~~Rules. ~~implement~~Although ~~marketing~~we ~~and~~do ~~sales~~not ~~programs~~intend ~~for~~to ~~our~~rely ~~product~~on ~~lines.~~the ~~These~~“controlled ~~include~~company” ~~costs~~exemption ~~required~~under ~~to staff~~ the ~~marketing~~Nasdaq ~~department~~Listing ~~and~~Rules, ~~develop~~we acould ~~sales~~elect ~~and~~to ~~marketing~~rely ~~strategy,~~on ~~participation~~this exemption in ~~trade~~the ~~shows,~~future ~~media development~~ and ~~advertising,~~you ~~and~~will ~~web~~not ~~site~~have ~~development~~the ~~and~~same ~~maintenance. These~~protection ~~costs~~afforded ~~also~~to ~~include~~stockholders ~~the expenses~~ of ~~hiring~~companies ~~sales~~that ~~personnel~~are ~~and~~subject ~~maintaining~~to athese ~~customer~~corporate ~~support~~governance ~~activities~~requirements.

~~General~~We ~~and~~expect ~~administrative~~that ~~expenses~~our ~~include~~President ~~senior~~and ~~management,~~Chairman ~~accounting,~~of ~~legal,~~the ~~business development consulting~~Board, ~~rent,~~Enea ~~administrative~~Angelo ~~personnel~~Trevisan, ~~and~~will ~~other~~own ~~overhead~~a ~~related~~majority ~~costs.~~of ~~This~~our ~~category~~common ~~also includes~~ stock ~~compensation~~following ~~and~~this ~~option~~offering. ~~expense,~~Under the ~~costs~~Nasdaq ~~associated~~Listing ~~with~~Rules, ~~being~~ a ~~publicly~~company ~~traded~~of ~~company,~~which ~~including~~more ~~the~~than ~~costs~~50% of ~~SEC~~the ~~filings,~~voting apower ~~management~~is ~~fee~~held ~~payable~~by toan ~~Flint Telecom~~individual, ~~Ltd.,~~group ~~investor~~or ~~relations~~another ~~and~~company ~~public~~is ~~relations. These~~a ~~costs~~“controlled ~~have~~company” ~~increased~~and ~~during~~is ~~the~~permitted ~~year~~to ~~ended~~phase ~~June~~in ~~30,~~its ~~2009~~compliance ~~versus~~with ~~2008 due to~~ the ~~costs~~independent ~~associated~~committee ~~with~~requirements. ~~becoming~~For aso ~~publicly~~long ~~traded~~as ~~company~~we ~~and~~are ~~the~~a ~~stock~~controlled ~~compensation~~company ~~and~~under ~~option~~that ~~expense~~definition, ~~from~~we ~~the~~are ~~stock~~permitted ~~and~~to ~~options~~elect ~~issued~~ to ~~directors~~rely, ~~officers~~ and ~~employees. These~~may ~~costs~~rely, ~~also~~on ~~increased~~certain ~~due~~exemptions tofrom ~~the~~corporate ~~acquisition~~governance ~~of the six subsidiaries of China Voice Holding~~rules, ~~Corp. (CHVC) that closed in January 2009.~~including:

~~Revenues~~• an exemption from the rule that a majority of our Board must be independent directors;

~~Revenues~~• an ~~for~~exemption ~~the~~from ~~year ended June 30, 2010 decreased 0.8% to $34,060,505 as compared $34,337,063 for~~ the ~~year~~rule ~~ended~~that ~~June 30, 2009. This decrease is primarily due to~~ the ~~closure~~compensation ~~and disposal~~ of ~~unprofitable~~our ~~operations~~Chief ~~during~~Executive ~~the~~Officer ~~year.~~must ~~Without~~be ~~these~~determined ~~disposals,~~or ~~revenues~~recommended ~~would~~solely ~~have~~by ~~increased~~independent ~~year~~directors; ~~on year.~~and

~~Cost~~• an ofexemption ~~Revenues~~from ~~and~~the ~~Gross~~rule ~~Margin~~that our director nominees must be selected or recommended solely by independent directors.

~~The~~As ~~overall gross margin improved in the year ended June 30, 2010 versus 2009, from~~ a ~~gross loss of $658~~result,~~629~~ inyou ~~2009~~will tonot ahave ~~gross profit of $1,563,486 at June 30, 2010 on~~ the same ~~revenue~~protection ~~base,~~afforded anto ~~improvement~~stockholders of ~~237%. This~~companies ~~change~~that isare ~~primarily~~subject ~~due~~ to ~~managements~~these ~~focus~~corporate ongovernance ~~improving margins generated from existing revenues and substituting higher margin products~~requirements.

~~Operating~~Although ~~Expenses~~we do not intend to rely on the “controlled company” exemption under the Nasdaq Listing Rules, we could elect to rely on this exemption in the future. If we elected to rely on the “controlled company” exemption, a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of this offering. Our status as a controlled company could cause our Common Stock to look less attractive to certain investors or otherwise harm our trading price. As a result, the investors will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

Operating expenses decreased 18% to $8,270,047 in the year ended June 30, 2010 versus $10,126,607 for the last fiscal year. This decrease is mainly due to managements focus on cost control throughout the year and also includes some one-time restructuring costs resulting from the organizational restructuring in the quarter ending March 31, 2010. Operating expenses consists entirely of general and administrative.

~~Interest~~Table ~~Expense~~of ~~and Foreign Exchange~~Contents

~~The~~We ~~$3,457,600~~have ~~for~~considerable ~~the~~discretion ~~year~~as ~~ended June 30, 2010 in interest expense is related~~ to ~~accrued interest on~~ the ~~convertible~~use ~~and promissory notes, as well as the amortization~~ of the ~~debt~~net ~~discounts~~proceeds ~~related~~from tothis ~~those~~offering ~~notes. The~~and ~~Company~~we ~~recorded~~may ause ~~gain~~these ofproceeds ~~$158,469 from currency transactions~~ in ~~the~~ways ~~Euro~~with ~~and~~which UKyou ~~Pound~~may ~~and~~not Uagree.~~S. dollar.~~

~~Impairment~~We intend to use the proceeds from this offering to make acquisitions and obtain partnerships, invest in technology, expand our sales team and marketing efforts, and general working capital and other corporate purposes. However, we have considerable discretion in the application of ~~Goodwill~~the proceeds. Because of the number and ~~Intangible~~variability ~~Assets~~of factors that will determine our use of our net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our share price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value. Please see “Use of Proceeds” below for more information.

~~During~~Because the ~~year~~market ~~ended~~for ~~June~~our ~~30,~~Common ~~2010,~~Stock weis ~~ceased operations and disposed of four operating companies. As a result of this discontinuation~~limited, wepersons ~~recorded~~who ~~one-time~~purchase ~~impairment~~our ofcommon ~~goodwill~~stock ~~and~~may ~~intangible~~not ~~assets~~be ofable ~~$12,215,200,~~to ~~impairment~~resell oftheir ~~fixed~~shares ~~assets~~at ofor ~~$1,305,735,~~above athe ~~loss~~purchase onprice ~~disposal~~paid ~~of certain fixed assets of $332,023 and accelerated stock vesting costs of $1,040,000 net of tax~~ for ~~the year ended June 30, 2010~~them.

~~Debt~~Our ~~Settlement~~Common ~~Costs~~Stock trades on the OTC Pink Open Market operated by OTC Markets Group, Inc., under the ticker symbol “EAXR.”, which is not as liquid a market as a national securities exchange such as the Nasdaq. There is currently only a limited public market for our Common Stock. We cannot assure you that an active public market for our Common Stock will develop or be sustained in the future. If an active market for our Common Stock does not develop or is not sustained, the price may decline.

AsWe amay ~~result~~be ofunable ~~the debt restructuring activities throughout the year ending June 30, 2010, debt settlement costs of $2,757,702 relating~~ to ~~the~~list ~~conversion~~our ofCommon ~~certain~~Stock ~~loans~~on ~~to Preferred Stock~~Nasdaq.

~~Liquidity~~Prior to this offering, there was a limited public market for our Common Stock. We intend to apply to list our Common Stock on Nasdaq concurrently with the closing of this offering. However, we may not meet or maintain certain qualifying requirements for Nasdaq. If we are unable to meet these requirements, we may be limited to trading conducted on OTC Pink and ~~Capital~~we ~~Resources~~may elect to not proceed with this offering.

~~Overall~~There ~~cash~~is ~~decreased~~a bylimited ~~$1,317,583~~market for ~~the~~our ~~year ended June 30~~securities, ~~2010~~which ~~due~~may tomake ~~ongoing~~it ~~challenges~~more indifficult ~~raising~~to ~~new~~dispose ~~capital~~of inour ~~very~~securities ~~difficult~~and ~~financial~~we ~~markets.~~may Wefail ~~were able~~ to ~~cover~~sustain ~~some~~trading ofon the ~~cash~~Nasdaq, ~~loss~~which ~~through~~could ~~proceeds~~make ~~from~~it ~~convertible~~more ~~and~~difficult ~~promissory~~for ~~note~~investors ~~issuances.~~to ~~The~~sell ~~sources~~their ~~and uses of cash are summarized as follows:~~shares.

	Year Ended June 30,
	2010			2009
Net cash used in operating activities	$	(2,204,283	)	$	(4,689,451	)
Net cash used in investing activities		(126,994	)		(1,724,477	)
Net cash provided by financing activities		1,172,163			6,335,128
Net cash used in foreign currency activities		(158,469	)		(71,109	)
		--------------			--------------
Net increase (decrease) in cash and cash equivalents	$	(1,317,583	)	$	(150,019	)

Our Common Stock is quoted on OTC Pink, under the symbol “EAXR,” and, to date, has traded on a limited basis. We have applied to list our Common Stock on the Nasdaq under the symbol “EAXR”. In the event our common stock begin trading on the Nasdaq, there can be no assurance that trading of the Common Stock on such market will be sustained. In the event that the Common Stock is not listed on the Nasdaq or if we do not sustain such listing, our Common Stock could be quoted only on the OTC Pink. Under such circumstances, you may find it significantly more difficult to trade, or to obtain accurate quotations for our Common Stock and our Common Stock may become substantially less attractive to certain purchasers, such as financial institutions, hedge funds, and other similar investors.

~~During~~An ~~the~~active ~~year~~market ended June 30, 2010, cash used in operating activities was $2,204,283 resulting from a gross profit of $1,563,486, operating expenses of $8,270,048 and non-operating expenses of $22,159,216. The loss included non-cash charges for ~~stock~~our ~~and~~Common ~~option~~Stock ~~compensation~~may ofnever $3develop,~~100,916. Other~~ ~~non-cash expenses were depreciation~~ and ~~amortization~~we ofare ~~$1,315,924~~under ~~and~~no ~~bad~~obligation ~~debt~~to ~~expense~~seek ofout ~~$510,572~~a ~~and~~more ~~impairment~~active ofmarket ~~Goodwill~~for ~~and~~our ~~Intangible~~Common ~~Assets of $12,215,200~~Stock.

~~Other~~If ~~operating~~there ~~activities~~is ~~that~~a ~~increased~~thin ~~cash~~trading ~~were~~market or “float” for our Common Stock, the market price for our Common Stock may fluctuate significantly more than the stock market as a ~~decrease~~whole. inWithout ~~receivables~~a oflarge $1float,~~170,445,~~ ~~decrease~~our inCommon ~~inventories~~Stock would be less liquid than the stock of ~~$524~~companies with broader public ownership and,~~728~~ as a result, ~~increase~~the trading prices of ~~accrued~~our ~~liabilities~~Common ofStock ~~$457~~may be more volatile. In addition,~~306,~~ ~~and~~in ~~accrued~~the ~~interest~~absence of ~~$750~~an active public trading market,~~372,~~ ~~and~~investors amay ~~decrease~~be inunable ~~prepaid~~to ~~expense~~liquidate oftheir $8investment in us. Furthermore,~~724,~~ ~~which~~the ~~was~~stock ~~offset~~market byis subject to significant price and volume fluctuations, and the ~~decrease~~price of our Common Stock could fluctuate widely in ~~accounts~~response ~~payable~~to ofseveral $2factors,~~136~~ including,~~931~~ ~~and~~but ~~cash~~not ~~overdraft $174,834.~~limited to:

~~During~~• our ~~the~~quarterly ~~year~~or ~~ended~~annual ~~June 30, 2009, cash used in~~ operating activities was $4,689,451 resulting from a gross loss of $658,629 and operating expenses of $10,126,607. The loss included non-cash charges for stock and option compensation and impairment of goodwill of $4,363,951 and $2,538,148, respectively. Other non-cash expenses were depreciation and amortization of $1,583,406 and bad debt expense of $188,707. Other operating activities that increased cash were an increase in accounts payable of $1,857,473, of accrued liabilities of $144,497, and accrued interest of $1,144,499, and a decrease in prepaid expense of $97,473, which was offset by the increase in accounts receivable of $271,184 and inventories of $597,262.results;

~~During~~• changes ~~the year ended June 30, 2010, cash used~~ in ~~investing~~our ~~activities~~earnings ~~consisted~~estimates ofor ~~$125,000 for an investment in a note receivable. During~~ the ~~year~~failure ~~ended~~to ~~June~~accurately ~~30,~~forecast 2009, cash used in investing activities consisted of $353,703 of purchases of telephony equipment, $125,000 for an increase of notes receivable, $1,200,000 cash consideration payment for the acquisition of the six CHVC subsidiaries, and ~~$45,774~~appropriately ~~cash~~plan ~~disposed~~our ~~of as part of the Semotus business disposition.~~expenses;

~~Cash~~• failure ~~provided~~to byachieve ~~financing~~our ~~activities~~growth for the year ended June 30, 2010 consisted primarily of the sale of short term promissory notes, which provided $1,105,000 in cash, debt from related parties $370,550 which was offset by the repayment of related party debt in the amount of $50,279, the repayment of other debt in the amount of $175,000, and payments of $6,088 on certain lease obligations.expectations;

~~Cash~~• failure ~~provided~~to byattract ~~financing~~customers ~~activities for the year ended June 30, 2009 consisted primarily of the sale of short term promissory notes, which provided $5,195,743 in cash, cash proceeds from a private offering of $440,000,~~ and ~~proceeds~~retain from a line of credit of $2,020,121, which was offset by the repayment of related party debt in the amount of $249,000, the repayment of other debt in the amount of $423,583, redemption of preferred stock in the amount of $550,000, and payments of $98,263 on certain lease obligations.them;

$158,469 of cash was used in foreign currency transactions related to exchange losses on convertible notes payable during the year ended June 30, 2010. $71,109 of cash was used in foreign currency transactions related to exchange losses on convertible notes payable during the year ended June 30, 2010.

As of June 30, 2010, we had cash and cash equivalents of $19,419, a decrease of $1,317,583 from the balance at June 30, 2009, which was $ 1,337,002. Our working capital deficit increased as of June 30, 2010 to ($10,630,231) as compared to a working capital deficit of ($10,221,599) at June 30, 2009. We have not yet generated sufficient revenues to cover the costs of continued product and service development and support, sales and marketing efforts and general and administrative expenses.

AsTable of ~~June 30, 2010, the following table sets forth our long term known contractual obligations, aggregated by type of contractual obligation:~~Contents

Contractual Obligations			Payments due by period
	Total		Less than 1 year		1 – 3 years		3 – 5 years		More than 5 years
Debt Obligations	$	7,249,182	$	6,650,185	$	598,997		--		--
Capital Leases		781,309		375,371		405,938		--		--
Operating Leases		--		--		--		--		--
Purchase Obligations		--		--		--		--		--
Other Long Term Liabilities Reflected on our Balance Sheet under GAAP		--		--		--		--		--
Total	$	8,030,491	$	7,025,556	$	1,004,935		--		--

• the effect of increased or variable competition on our business;

~~Recent~~• additions ~~Accounting~~or ~~Pronouncements~~departures of key or qualified personnel;

On• failure December 21, 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-29, which impacts any public entity that enters into business combinations that are material on an individual or aggregate basis. The guidance specifies that if a public entity presents comparative financial statements, the entity should disclose revenues and earnings of the combined entity as though the business combination(s) that occurred during the year had occurred at the beginning of the prior annual period when preparing the pro forma financial information for both the current and prior reporting periods. The guidance also requires that pro forma disclosures be accompanied by a narrative description regarding the nature and amount of material, nonrecurring pro forma adjustments directly attributable to ~~the~~adequately ~~business~~protect ~~combination~~our ~~included~~intellectual in reported pro forma revenues and earnings. This guidance is effective for business combinations consummated in periods beginning after December 15, 2010. We are currently evaluating the impact of this ASU.property;

In• costs ~~January~~associated ~~2010,~~with ~~the~~defending FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurementsclaims, including aintellectual ~~description~~property ofinfringement ~~the~~claims reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and ~~settlements~~related injudgments ~~the~~or reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASUsettlements; ~~however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.~~

In• changes ~~February~~in ~~2010,~~governmental ~~the~~or ~~FASB~~other ~~issued~~regulations ~~ASU~~affecting No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our ~~consolidated financial statements.~~business;

In• our ~~April~~compliance 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with ~~Deteriorated~~governmental Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or ~~annual~~other ~~period~~regulations ~~ending~~affecting onour ~~or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU~~business; ~~however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.~~and

In• changes ~~September 2009,~~ in ~~accordance~~global with accounting pronouncements that applies to arrangements with multiple deliverables and provides another alternative for determining the selling price of deliverables. In addition, the residual method of allocating arrangement consideration is no longer permitted under this guidance. The guidance is effective for fiscal years beginning on or ~~after~~regional ~~July 15~~industry, ~~2010. We~~general ~~are currently evaluating the potential impact~~market, ifor ~~any,~~economic ~~of the adoption of this guidance on our consolidated financial statements~~conditions.

InThe ~~September~~stock ~~2009,~~market inhas ~~accordance~~experienced ~~with~~extreme ~~accounting~~price ~~pronouncements~~and ~~which~~volume ~~removes~~fluctuations ~~non-software~~in ~~components~~recent years ofthat ~~tangible~~have ~~products~~significantly ~~and~~affected ~~certain~~the ~~software~~quoted ~~components~~prices of ~~tangible products from~~ the ~~scope~~securities of ~~existing~~many ~~software revenue guidance~~companies, ~~resulting~~including companies in ~~the~~our ~~recognition~~industry. ofThe ~~revenue~~changes ~~similar~~may tonot ~~that~~be ~~for~~possible ~~other~~to ~~tangible~~predict ~~products.~~and Itoften ~~also~~appear ~~requires~~to ~~expanded~~occur ~~qualitative~~without ~~and~~regard ~~quantitative~~to ~~disclosures~~specific operating performance. The ~~guidance~~price isof ~~effective~~our ~~for~~Common ~~fiscal~~Stock ~~years~~could ~~beginning~~fluctuate onbased orupon ~~after~~factors ~~June 15,~~that ~~2010.~~have Welittle ~~are~~or ~~currently~~nothing ~~evaluating~~to ~~the~~do ~~potential~~with ~~impact,~~our ifCompany ~~any,~~and ofthese ~~the~~fluctuations ~~adoption~~could ofmaterially ~~this~~reduce ~~guidance on~~ our ~~consolidated~~stock ~~financial statements~~price.

InTo ~~June 2009~~date, inwe ~~accordance~~have ~~with~~not ~~accounting~~paid ~~pronouncements~~any ~~for~~cash determining whether an entity is a variable interest entity (“VIE”) and requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a VIE. Under this guidancedividends, ~~an enterprise has a controlling financial interest when it has a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance~~ and ~~b) the~~no ~~obligation~~cash todividends ~~absorb~~will ~~losses of the entity or the right to receive benefits from the entity that could potentially~~ be ~~significant~~paid toin the ~~VIE.~~foreseeable The guidance also requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining whether it has power to direct the activities of the VIE that most significantly impact the entity’s economic performancefuture. The guidance also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE, requires enhanced disclosures and eliminates the scope exclusion for qualifying special-purpose entities. The guidance is effective for fiscal years beginning after November 15, 2009. We are currently evaluating the potential impact, if any, of the adoption of this guidance on our consolidated financial statements.

~~Management~~We ~~does~~do not ~~believe~~anticipate ~~that~~paying ~~there~~cash ~~are~~dividends ~~any~~on ~~recently-issued,~~our ~~but~~Common ~~not~~Stock ~~yet~~in ~~effective,~~the ~~accounting~~foreseeable ~~standards~~future ~~that~~and ~~could~~we may not have asufficient ~~material~~funds ~~effect~~legally onavailable to pay dividends. Even if the ~~accompanying~~funds ~~financial~~are ~~statements~~legally available for distribution, we may nevertheless decide not to pay any dividends. We currently intend to retain all earnings for our operations.

Our articles of incorporation allows our Board to create new series of preferred stock without approval by our stockholders, which could adversely affect the rights of the holders of our Common Stock.

Our Board has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board also has the authority to issue preferred stock without stockholder approval. As a result, our Board could authorize the issuance of a series of preferred stock granting holders a preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of Common Stock, and the right to redemption of the shares, together with a premium prior to the redemption of our Common Stock. In addition, our Board could authorize the issuance of a series of preferred stock that has greater voting power than our Common Stock or that is convertible into our Common Stock, which could decrease the relative voting power of our Common Stock or result in dilution to our existing stockholders.

Any adverse effect on the market price of our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate.

Sales of substantial amounts of our Common Stock, or in anticipation that such sales could occur, may materially and adversely affect prevailing market prices for our Common Stock, if and when such market develops in the future.

Provisions of our Bylaws and Nevada law may delay or prevent a take-over that may not be in the best interests of our stockholders.

Provisions of our Bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.

Our bylaws may be adopted, repealed, altered, amended and rescinded by the majority vote of our stockholders, and except as provided by Nevada law, our board of directors shall have the power to adopt, repeal, alter, amend and rescind any or all of our Bylaws by a vote of at least a majority of our Board of Directors then in office. The interests of these stockholders and directors may not be consistent with your interests, and they may make changes to our Bylaws that are not in line with your concerns.

Nevada law also provides that directors may resist a change or potential change in control if the directors determine that the change is opposed to, or not in the best interests of, the corporation. The existence of anti-takeover provisions of Nevada law and other potential anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our Common Stock. They could also deter potential acquirers of the Company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

~~Off~~Table ~~Balance~~of ~~Sheet Arrangements~~Contents

~~Under~~Our ~~SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or~~ future ~~effect on our financial condition, changes in financial condition, revenues or expenses,~~ results ofmay ~~operations,~~vary ~~liquidity,~~significantly ~~capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to~~ which ~~any~~may ~~entity~~adversely ~~that~~affect isthe ~~not~~price ~~consolidated~~of ~~with~~our usCommon ~~is a party, under which we have:~~Stock.

~~Any~~It ~~obligation~~is ~~under~~possible ~~certain~~that ~~guarantee~~our ~~contracts;~~quarterly revenues and operating results may vary significantly in the future and that period-to-period comparisons of our revenues and operating results are not necessarily meaningful indicators of the future. You should not rely on the results of one quarter as an indication of our future performance. It is also possible that in some future quarters, our revenues and operating results will fall below our expectations or the expectations of market analysts and investors. If we do not meet these expectations, the price of our Common Stock may decline significantly.

~~Any~~We ~~retained~~will orincur ~~contingent~~increased ~~interest~~costs inas ~~assets~~a ~~transferred~~result toof anoperating ~~unconsolidated~~as ~~entity~~a orpublic ~~similar~~company, ~~arrangement~~and ~~that~~our ~~serves~~management aswill ~~credit,~~be ~~liquidity~~required orto ~~market~~devote ~~risk~~substantial ~~support~~time to ~~that~~compliance ~~entity~~requirements ~~for~~of ~~such~~the ~~assets;~~SEC and the Nasdaq. initiatives.

~~Any~~As ~~obligation~~a ~~under~~Nasdaq-listed acompany, ~~contract~~and particularly after we are no longer an emerging growth company or smaller reporting company, we will incur significant legal, accounting and other expenses that ~~would~~we bedid ~~accounted~~not ~~for~~incur as aan ~~derivative~~OTC ~~instrument~~listed company. In addition, ~~except~~the ~~that~~Sarbanes-Oxley itAct of 2002, isor ~~both~~the ~~indexed~~Sarbanes-Oxley toAct, ~~our~~and ~~stock~~rules subsequently implemented by the SEC and ~~classified~~the inNasdaq ~~stockholder’s~~impose ~~equity~~various inrequirements ~~our~~on ~~statement~~Nasdaq-listed companies, including establishment and maintenance of effective disclosure and financial ~~position;~~controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

~~Any~~Pursuant ~~obligation~~to ~~arising~~Section 404 ~~out~~ of the Sarbanes-Oxley Act, or Section 404, we will be required to furnish a ~~material~~report ~~variable~~by ~~interest~~our ~~held~~management on our internal control over financial reporting, including an attestation report on internal control over financial reporting issued by usour independent registered public accounting firm. However, while we remain an emerging growth company or a smaller reporting company with less than $100 million in annual revenue, we will not be required to include an ~~unconsolidated~~attestation ~~entity~~report ~~that~~on ~~provides~~internal ~~financing~~control over financial reporting issued by our independent registered public accounting firm. We could be an emerging growth company for up to five years. To achieve compliance with Section 404 within the prescribed period, ~~liquidity~~we will be engaged in a process to document and evaluate our internal control over financial reporting, ~~market~~which ~~risk~~is orboth ~~credit~~costly ~~risk~~and ~~support~~challenging. In this regard, we will need to uscontinue to dedicate internal resources, orpotentially ~~engages~~engage inoutside ~~leasing~~consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, ~~hedging~~continue orsteps ~~research~~to improve control processes as appropriate, validate through testing that controls are functioning as documented and ~~development~~implement ~~services~~a ~~with~~continuous usreporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

AsWe ofare ~~June~~an ~~30,~~“emerging ~~2010,~~growth ~~the~~company” ~~Company~~and ~~has~~a no“smaller ~~off-balance~~reporting ~~sheet~~company” ~~arrangements~~under ~~that~~the ~~have~~JOBS orAct, ~~are~~and ~~reasonably~~we ~~likely~~cannot tobe ~~have~~certain aif ~~current~~the orreduced ~~future~~disclosure ~~effect~~requirements onapplicable ~~our~~to ~~financial~~emerging ~~condition,~~growth ~~changes~~companies inand ~~financial~~smaller ~~condition,~~reporting ~~revenues~~companies orwill ~~expenses,~~make ~~results~~our ofCommon ~~operations,~~Stock ~~liquidity,~~less ~~capital~~attractive ~~expenditures or capital resources that is material~~ to investors.

~~BUSINESS~~We are an “emerging growth company” and a “smaller reporting company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” and “smaller reporting companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~Company~~In ~~Background~~addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

~~Flint Telecom Group, Inc. is a Nevada Corporation.~~ We ~~were~~will ~~originally~~remain ~~incorporated~~an in“emerging ~~2005~~growth ascompany” ~~Flint~~until ~~Telecom,~~the ~~Inc.,~~last day aof ~~Delaware~~the ~~Corporation,~~fiscal ~~and~~year ~~started~~following ~~operations~~the infifth ~~April~~anniversary ~~2006~~of asthe adate ~~wholly owned subsidiary~~ of ~~Flint Telecom Limited, headquartered in Dublin, Ireland. Flint Telecom Limited is a holding company whose sole operating business in~~ the ~~United~~first ~~States~~sale ~~was~~of ~~Flint~~our ~~Telecom,~~Common ~~Inc.~~Stock ~~Flint~~pursuant ~~Telecom~~to ~~Limited~~an ~~was~~effective aregistration ~~vehicle~~statement ~~for~~under the ~~initial~~Securities ~~funding of Flint and for the development of proprietary intellectual property.~~

On October 1, 2008, Semotus Solutions acquired substantially all of the assets and liabilities of Flint Telecom, Inc. in exchange for 28,460,094 (1,423,005 after 1:20 split effective January 14, 2011) shares of restricted common stock pursuant to a definitive Contribution Agreement dated April 23, 2008. Although Semotus is the legal acquirer, for accounting purposes Flint is the accounting acquirer. The name was changed to Flint Telecom Group, Inc. The existing Semotus operations became a division of Flint, and were subsequently sold in January 2009.

Summary of Operations

We are headquartered in Overland Park, Kansas and have recently expanded our operations internationally. We operate our business through six wholly-owned subsidiaries, Cable and Voice Corporation, Phone House, Inc., Flint Prepaid, Inc. (previously named Wize Communications, Inc.), Digital Phone Solutions, Inc., Ingedigit International, Inc. and Gotham Ingedigit Financial Processing Corp., as further described below. We provide next generation turnkey voice, data and wireless services through partner channels primarily in the United States. We distribute telecommunications services and products through our distribution channels.

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

(1) Cable and Voice Corporation – Cable and Voice Corporation was established on June 1, 2008, and is located in Tampa, Florida. Through Cable and Voice, the Company is a leading value-added master distributor of advanced broadband products and services to cable, telecommunications, enterprise and service provider customers throughout the United States. Through Cable and Voice, the Company offers a wide range of products and services which include cable modems, cables, UPS units, AV Powerline and Homeplug adapters, Wi-Fi and cellular wireless hardware and software applications, Intelligent Telephone Adapters (ITA) and IP Telephones for VoIP services and other customer premise equipment.

(2) Phone House, Inc. – Phone House, Inc. was established on June 12, 2001, and is located in Artesia, California. Phone House is a master distributor for discount calling products that enable users who purchase cards in the United States to call China, India, Mexico, Africa, South America, Brazil, Bangladesh, and other countries throughout the world at significant savings. The international calling cards may be used to call from the United States to other countries, to call from other countries to the United States, or to call between countries outside the United States. These products are currently sold through a network of over 90 private distributors. Through this network, the Company estimates that its calling products are sold through over 10,000 retail outlets in the United States, of which more than 5,000 retail outlets are located in Southern California.

(3) Digital Phone Solutions, Inc. – Digital Phone Solutions, Inc. was established on January 29, 2009, and is located in Overland Park, Kansas. Through Digital Phone Solutions, the Company provides a suite of enhanced IP telephonic solutions aimed primarily at small and medium sized enterprises in the United States. Digital Phone Solutions delivers all the value added services that manage the entire value-chain including billing, customer care, call routing, service provisioning. Advanced features such as voicemail-delivered-to-email, free inter-office calling, and virtual phone numbers provide additional revenue opportunities. Digital Phone Solutions enables its customers to establish reliable, feature rich and cost effective digital phone services very quickly with zero capital investment.

~~(4)~~Table ~~Flint~~of Prepaid, Inc. – Flint Prepaid, Inc. (previously Wize Communications, Inc.) was incorporated on March 30, 2009, and is located in Overland Park, Kansas. Flint Prepaid is a retail focused company selling directly to end-users through master distributors and retailers. Flint Prepaid provides pre-paid calling services primarily to immigrant customers wanting to make inexpensive quality calls to their home countries. These value-based calling cards are regionalized and selectively marketed depending on the geographical area and user community.Contents

~~(5) Ingedigit International Inc. (“III”) – a U.S. based international pre-paid debit card company~~Act, ~~partnered~~although ~~with~~we ~~both~~will ~~U.S.~~lose ~~banks~~that ~~and~~status ~~international~~sooner ~~banks~~if toour ~~offer~~revenues ~~debit~~exceed ~~cards to their customers~~$1. ~~Included with the debit card services are additional services~~235 billion, ~~allowing~~if ~~the~~we ~~partnering~~issue ~~banks~~more tothan ~~add~~$1 billion ~~new~~in customers, share funds between existing card holders and perform international fund remittance. All transactions are fully compliant with U.S. and international money laundering laws, as well as counternon-~~terrorism~~convertible ~~regulations.~~debt ~~Transactions~~in ~~are practically instantaneous, available to the card-holder on~~ a ~~24/7,~~three ~~365-day~~year ~~basis. The Company’s current markets include the United States~~period, ~~Canada,~~or ~~Mexico,~~if ~~India, Central and South America, Gulf Coast Countries, and~~ the ~~Philippines.~~market ~~The~~value ~~Company~~of ~~intends~~our toCommon ~~expand~~Stock ~~into~~that ~~the~~is ~~U.K.,~~held ~~Africa,~~by ~~Sri~~non-affiliates ~~Lanka,~~exceeds ~~Bangladesh~~$700 million ~~and~~as ~~the~~of ~~Pacific Rim markets in~~ the ~~near~~last day ~~future. As~~ of ~~March~~our ~~31,~~most ~~2011,~~recently ~~this~~completed ~~company~~second ~~has~~fiscal ~~not yet generated any revenue~~quarter.

~~(6)~~We ~~Gotham~~may ~~Ingedigit~~continue ~~Financial~~to ~~Processing~~be ~~Corp.~~a ~~(“P2P”)~~smaller –reporting acompany ~~U.S.~~even ~~based~~after ~~advanced~~we ~~financial~~are ~~transaction~~no ~~processing~~longer ~~and~~an ~~technology~~emerging growth company,. ~~working~~We ~~with~~may ~~banking~~take ~~clients~~advantage ~~and~~of ~~other~~certain ~~program~~of ~~sponsors~~the ~~globally.~~scaled ~~Using~~disclosures ~~P2P~~available ~~solutions,~~to ~~clients~~smaller ~~can~~reporting ~~deliver~~companies ~~‘own~~and ~~brand’~~will ~~financial~~be ~~transaction~~able ~~processing~~to ~~services,~~take ~~such~~advantage asof ~~pre-paid~~these ~~products,~~scaled ~~virtual~~disclosures ~~accounts,~~for ~~money~~so ~~remittances~~long ~~and~~as ~~other~~(i) the ~~stored~~market value ~~services.~~of ~~Both~~our ~~MasterCard~~Common ~~and~~Stock ~~fully~~held ~~PCI~~by ~~Certified,~~non-affiliates asis ~~well~~equal asto ~~being~~or ~~SAS-70~~less ~~compliant,~~than ~~P2P~~$250 million isas inof the ~~unique~~last ~~position~~business day of ~~having~~the ~~complete~~most ~~control~~recently ofcompleted ~~all~~second ~~its~~fiscal ~~services~~quarter, ~~from~~and ~~applications~~(ii) our ~~development~~annual ~~and~~revenues ~~processing~~is equal to ~~marketing~~or ~~and~~less ~~support~~than ~~for~~$100 million aduring ~~full~~the ~~array~~most recently completed fiscal year and the market value of ~~back~~our ~~office~~Common ~~processing,~~Stock ~~including~~held ~~ATM~~by ~~and~~non-affiliates ~~POS~~is ~~network~~equal ~~integration~~to ~~and~~or ~~management.~~less Asthan $700 million as of ~~March~~the ~~31,~~last ~~2011,~~business day ~~this~~of ~~company~~the ~~has~~most ~~not~~recently ~~yet~~completed ~~generated~~second ~~any~~fiscal ~~revenue~~quarter.

~~BUSINESS~~We ~~SEGMENTS~~cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

~~Through~~Our ~~our~~ existing ~~operating~~stockholders ~~companies~~will be able to sell their shares after the completion of this offering subject to restrictions under Rule 144 under the Securities Act, wewhich ~~operate~~could inimpact 4the ~~key~~trading ~~business~~price ~~segments:~~of our Common Stock.

~~Telecom~~Our ~~Software~~directors, ~~Services~~officers &and ~~Equipment:~~the ~~Wireless~~beneficial IPowners ~~and~~of ~~telecom~~5% ~~expense~~of ~~management~~our ~~applications~~Common toStock ~~large~~that ~~multinational~~are ~~enterprises~~issued and ~~telecom~~outstanding ~~operators~~as ~~worldwide.~~of ~~Modem,~~the ~~cable~~date ~~and~~of ~~other~~this ~~telecom~~prospectus ~~equipment~~will ~~supplies~~agree not to ~~leading~~offer, ~~cable~~sell, ~~and~~agree ~~rural~~to ~~telecom~~sell, ~~operators~~directly inor ~~the~~indirectly, ~~United~~or ~~States.~~otherwise ~~This~~dispose ~~area~~ of ~~the~~any ~~business~~Common ~~focuses~~Stock onfor ~~the~~a ~~development,~~period ~~acquisition or licensing~~ of ~~Voice~~up ~~over~~to ~~Internet~~six ~~Protocol~~ (~~VoIP~~6) months ~~technologies~~after inthis ~~both~~offering ~~land~~is completed. See “Underwriting — Lock-~~line~~Up ~~and~~Agreements.” ~~wireless~~Our ~~environments~~existing stockholders may be able to ~~address~~sell their Common Stock under Rule 144 following the ~~growing~~expiration ~~global~~of ~~market~~that lock-up period. ~~This~~Because ~~technology~~these isexisting ~~aimed~~stockholders athave ~~end~~paid ~~customers~~a lower price per Common Stock than participants in this offering, ~~other~~when ~~operators~~they ~~and~~are ~~program~~able ~~operators~~to ~~and~~sell ~~focuses~~their onshares ~~specific~~under ~~applications~~Rule 144 following the expiration of that ~~address~~lock-up ~~convergent~~period, ~~wireless~~they IPmay ~~and~~be ~~cellular~~more ~~products~~willing ~~and~~to ~~services.~~accept ~~Technology~~a ~~developed~~lower sales price than the offering price, ~~acquired~~which orcould ~~licensed~~impact bythe ~~this~~trading ~~segment~~price of ~~the~~our ~~organization~~Common ~~also~~Stock ~~supplies~~following the ~~rest~~completion of the ~~business~~offering, ~~with~~to ~~innovative~~the ~~retail~~detriment ~~products,~~of ~~for~~participants ~~distribution~~in ~~through~~the Underwritten Offering. Under Rule 144, before our ~~large~~existing ~~network~~stockholders ofcan ~~distributors~~sell their shares, ~~and~~in ~~cost-saving~~addition ~~expense~~to ~~management~~meeting ~~services~~other ~~provided~~requirements, ~~directly~~they must meet the required holding period. We do not expect any of the Common Stock to ~~operators~~be sold pursuant to Rule 144 during the pendency of this offering.

~~Prepaid~~IN ~~Telecom~~ADDITION ~~Services:~~TO ~~Provision~~THE ~~and~~ABOVE ~~distribution of prepaid calling cards and cellular products in the United States. These calling products enable users who purchase cards in the United States to call China~~RISKS, ~~India,~~BUSINESSES ~~Mexico,~~ARE ~~Africa,~~OFTEN ~~South~~SUBJECT ~~America,~~TO ~~Brazil,~~RISKS ~~Bangladesh,~~NOT ~~and~~FORESEEN ~~other~~OR ~~countries~~FULLY ~~throughout~~APPRECIATED ~~the~~BY ~~world at significant savings~~MANAGEMENT. IN ~~The~~REVIEWING ~~International~~THIS ~~calling cards may be used to call from the United States to other countries~~FILING, toPOTENTIAL ~~call~~INVESTORS ~~from~~SHOULD ~~other~~KEEP ~~countries~~IN toMIND ~~the~~THAT ~~United~~OTHER ~~States,~~POSSIBLE orRISKS toMAY ~~call~~ADVERSELY ~~between~~IMPACT ~~countries~~THE ~~outside~~COMPANY’S ~~the~~BUSINESS ~~United~~OPERATIONS ~~States.~~AND ~~Flint~~THE ~~operates~~VALUE aOF ~~wireless~~THE ~~phone service as an MVNO (Mobile Virtual Network Operator) in the United States that provides prepaid voice, texting and data services nationwide under the ‘Flint Mobile~~COMPANY’S ~~brand~~SECURITIES. ~~In addition, Flint provides prepaid debit cards and mobile remittance and payment services to end uses and partner organizations globally.~~

Subscriber Based Telecom Services: The provision of VoIP and cellular services aimed primarily at the Small and Medium Enterprises in the United States and internationally. Flint delivers the value added services that manage the entire value-chain including billing, customer care, call routing, service provisioning. Advanced features such as voicemail-delivered-to-email, free inter-office calling, and virtual phone numbers provide additional revenue opportunities. Flint enables its customers to establish reliable, feature rich and cost effective digital phone services very quickly with zero capital investment.

Financial Processing Services:

The provision of stored value card and remittance services to a growing number of U.S. domestic and international partners globally. Using Flint solutions, clients can deliver ‘own brand’ financial transaction processing services, such as pre-paid products, virtual accounts, money remittances and other stored value services. Both MasterCard and fully PCI Certified, as well as being SAS-70 compliant, Flint is in the unique position of having complete control of all aspects of the financial services from applications development and processing to marketing and support for a full array of back office processing, including ATM and POS network integration and web management. Included with the debit card services are additional services, allowing the partners to add new customers, share funds between existing card holders and perform international fund remittance. All transactions are fully compliant with U.S. and international money laundering laws, as well as counter-terrorism regulations. Transactions are practically instantaneous, available to the cardholder 24/7/365.

Company Overview

Flint Telecom provides digital VoIP, wireless phone services (“MVNO”), prepaid calling products and financial processing services to both retail and wholesale customers in the United States and Internationally.

Managed by telecom and technology entrepreneurs with a proven track record in building international technology companies, the Company is growing both organically and through focused M&A activity.

Flint has established a strong foundation in the United States from which to continue its rapid growth internationally via the large distribution channels operated by the newly acquired companies.

With these enhanced distribution channels, experienced management team, and clear corporate strategy, Flint is positioned to exploit the new disruptive cycle in the telecommunications marketplace - the emergence of VoIP telephony and the growth of MVNO wireless services and the inevitable convergence of both.

Flint is at various levels and stages of discussions with a number of additional M&A opportunities and expects to complete further revenue and margin enhancing acquisitions in the near term.

~~Current~~Table ~~Market~~of ~~Opportunity~~Contents

~~Flint’s~~USE ~~focus~~OF ~~is on exploiting the next disruptive market cycle in the Global Telecoms Market.~~PROCEEDS

~~The~~We ~~traditional~~estimate ~~voice~~that ~~market~~the isnet ~~mature,~~proceeds ~~leading~~from ~~the~~our ~~way~~issuance ~~for~~and asale ~~new~~of shares ~~technology-driven era~~ of ~~convergent~~our ~~telecom~~Common ~~services.~~Stock ~~VoIP allows voice calls to travel as data packets unleashing a new market dynamic~~ in ~~delivering~~this ~~calls~~offering ~~and~~will ~~allowing~~be ~~new~~approximately ~~entrants~~$ , ~~with~~based ~~value~~on ~~propositions~~an toassumed ~~provide~~initial ~~same~~public ~~services~~offering atprice ~~lower~~of ~~prices.~~$ per ~~The~~share ~~market~~of isCommon ~~now~~Stock ~~clearly~~(the inmidpoint ~~mass~~of ~~adoption~~the ~~mode~~price ~~with~~range ~~demonstrable~~set ~~consumer~~forth ~~preference~~on ~~for trusted brands as is seen with~~ the ~~rapid~~cover ~~adoption~~of ~~via~~this ~~cable~~prospectus), ~~companies~~after –deducting ~~now~~estimated ~~over~~underwriting 25discounts ~~million~~and ~~subscribers~~commissions and ~~adding~~estimated ~~over~~offering ~~two~~expenses ~~million~~payable ~~additional~~by ~~subscribers per month~~us. ~~13.8%~~If orthe ~~16.3~~underwriters ~~million~~exercise ~~consumers~~their ~~used~~option ~~VoIP~~to ~~lines~~purchase asadditional ofshares ~~March~~in ~~2008.~~full ~~Hosted voice is expected~~ to ~~capture~~cover ~~approximately~~over-allotments, ~~10%~~if ofany, ~~the~~we ~~$3.2~~estimate ~~billion~~that ~~North~~our ~~American~~net ~~business~~proceeds ~~voice~~will ~~service~~be ~~market~~approximately ~~forecasted~~$ after ~~for~~deducting ~~2011. Gartner,~~underwriter ~~Inc.~~discounts and ~~other~~commissions ~~market~~and ~~research~~estimated ~~firms~~offering ~~expect~~expenses ~~more~~payable ~~than 20% share~~ by ~~2011~~us. ~~The global VoIP market is expected to grow from $4.5 billion in 2008 to $10 billion in 2011.~~

~~Flint~~Each ~~operates~~$1.00 increase or decrease in the ~~global~~assumed ~~marketplace~~initial ~~for~~public ~~both~~offering ~~fixed~~price ~~and~~of ~~mobile~~$ per ~~voice~~share ~~telephony~~would ~~accounting~~increase ~~for~~or ~~over~~decrease, as applicable, the net proceeds to us from the sale of shares of our Common Stock in this offering by approximately $1 million, ~~trillion~~assuming ~~dollars~~that ~~annually~~the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same (assuming no exercise of the underwriter’s over-allotment option) and isafter ~~not~~deducting ~~limited~~estimated tounderwriting ~~any~~discounts ~~single~~and ~~geography~~commissions and estimated offering payable by us. Similarly, each increase or ~~business~~decrease ~~segment~~of shares in ~~its~~the ~~operations.~~number ~~The~~of ~~traditional~~shares ~~voice~~offered ~~market~~by isus ~~mature,~~would ~~leading~~increase or decrease the ~~way~~net ~~for~~proceeds ato ~~new~~us ~~technology-driven~~from ~~era~~the sale of ~~VoIP~~our ~~telecom~~Common ~~services~~Stock in this offering by approximately $ million, assuming no change in the assumed public offering price of $ per share and after deducting estimated underwriting discounts and commissions and estimated expenses payable by us.

~~The~~We ~~opportunity~~plan ~~for~~to ~~Flint~~use ~~has arisen and is driven by~~ the ~~fact~~net ~~that~~proceeds ~~telecom~~for ~~costs~~research ~~are~~and ~~now~~development, atmarketing, ~~the~~channel ~~floor~~partner ofexpansion, ~~existing~~working ~~technology~~capital ~~levels~~ and ~~VoIP~~general ~~allows~~corporate ~~voice to travel as data~~purposes. ~~This~~We ~~has~~may ~~unleashed~~also aelect ~~new~~to ~~market~~use ~~dynamic~~proceeds ~~where~~from ~~companies~~this ~~that~~offering ~~previously faced high barriers~~ to ~~entry~~explore ~~can~~complementary ~~gain~~technologies, ~~significant~~products, ~~additional~~or ~~revenue and margin streams~~businesses.

~~Cable~~The ~~companies,~~expected ~~broadband~~use ~~providers~~of net proceeds from this offering represents our intentions based upon our present plans and business conditions. However, ~~ISP’s~~the nature, amounts and ~~rural~~timing ~~telephone~~of ~~companies,~~our ~~along~~actual ~~with~~expenditures ~~other~~may ~~niche~~vary ~~groups~~significantly depending on numerous factors. As a result, ~~are~~our ~~best~~management ~~positioned~~has toand ~~take~~will ~~advantage~~retain broad discretion over the allocation of the ~~new~~net ~~multi-media~~proceeds ~~delivery~~from ~~possibilities~~this ~~and~~offering. ~~can~~We ~~offer~~may ~~voice~~find ~~services~~it ~~directly~~necessary or advisable to ~~existing~~use ~~customers~~the net proceeds from this offering for other purposes, and we will have broad discretion in ~~addition~~the application of net proceeds from this offering. Pending our use of the net proceeds from this offering, we intend to ~~their~~invest ~~core~~the ~~services~~net onproceeds in a ~~“single~~variety ~~bill”~~of ~~and~~capital ~~thus~~preservation ~~bypass~~investments, ~~the~~including ~~incumbent~~short-term, ~~telecom~~investment-grade, ~~providers~~interest-bearing instruments, and U.S. government securities.

VoIP providers such as VONAGE, SKYPE and cable companies in the U.S. have led the charge in giving VoIP mass market appeal. At the same time, U.S. regulators have legislated to support wider usage of VoIP to drive down consumer costs. This has driven the incumbent operators to respond in order to protect their markets.

This changing market dynamic is both a threat and an opportunity for the small operators who must offer their own solutions or face possible extinction as their customers migrate to bundled services. However, they do not have the necessary resources or experience to build a VoIP offering of their own. This is the opportunity for Flint, who will act as an aggregator for the smaller operators and provide the required infrastructure, telecom skills and economies of scale to enable these small operators to compete.

Competition

The communications industry is highly competitive and significantly affected by regulatory changes, technology evolution, marketing strategies, and pricing decisions of the larger industry participants. In addition, many companies offering Internet, voice, and data communications services are consolidating. Service providers generally compete on the basis of price, customer service, product quality, brand recognition, and breadth of services offered. Additionally, carriers may compete on the basis of technology. Recently, the ability to provide VoIP services has been a key differentiator. As technology evolves and legacy systems become an encumbrance, we expect carriers to compete on the basis of technological agility, and their ability to rapidly deliver new services.

We are subject to significant competition that could impact our ability to gain market share, win business and increase the price pressure on our products. We face strong competition from a wide variety of firms, including large, national and international telecommunications companies. Many of our competitors have considerably greater financial, marketing and technological resources, which may make it difficult to win new contracts and compete successfully. Certain competitors operate larger facilities and have longer operating histories and presence in key markets, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources. As a result, these competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their products. Moreover, we may not have sufficient resources to undertake the continuing research and development necessary to remain competitive.

We have different competition in each of our subsidiary companies. The primary competitors for Cable and Voice Corporation are Motorola, Arris, Telewire, Westel, Comtrends, VoIP Supply, Scott Cable, Adams Global, and SMC. In addition, some of Cable and Voice Corporation’s suppliers have the ability to make direct sales to our customers. DPS’s primary competitors are 8x8, Net2phone, Vox Communications, Singlepipe and Momentum. Flint Prepaid competes with all telecommunications carriers and suppliers that are in the prepaid calling card and wireless business.

Power2Process’ main competitors in the prepaid card processing business are Colombus Data Services (CDS), i2c, Galileo, eCommlink, FSV, NetSpend, Tsys and Metavante/Nomad. III competes with all money remittance companies, such as Xoom, MiCash, FlexCard, SurTV, CardMarte and MasterCard.

~~Sales~~Table ~~and~~of ~~Revenue Model~~Contents

WeMARKET ~~generally~~FOR ~~focus~~COMMON ~~our~~EQUITY ~~marketing~~AND ~~efforts~~RELATED onSTOCKHOLDER ~~support of our direct and partner sales efforts. In particular, we focus on sales collateral, trade shows, and events for prospective customers. Our use of advertising is minimal.~~MATTERS

~~Technology~~Market is either developed, acquired or licensed and marketed directly (i) to operators where Flint does not offer retail telecom services, (ii) to retail customers via dedicated prepaid and strategic partner channels, or (iii) as a foundation for innovative service offerings to small and medium enterprise customers in the United States.Information

The ~~provision~~Common ~~and~~Stock ~~distribution~~ of ~~international~~the ~~prepaid~~Company ~~calling,~~is ~~cellular~~currently ~~and~~trading ~~financial~~on ~~products~~the toOTC ~~migrant~~Pink ~~communities~~market ~~groups~~under in the ~~United~~symbol ~~States~~“EAXR.” The ~~United~~following ~~States~~information ~~prepaid~~reflects ~~market~~the ishigh ~~worth~~and ~~$1.9~~low ~~billion~~closing ~~per~~prices ~~year,~~ of ~~which~~the ~~70%~~Company’s isCommon ~~international~~Stock ~~calling~~on ~~(Source~~the ~~TIA,~~OTC ~~2010).~~Pink market:

~~Growth~~On ~~Strategy~~February 8, 2023, the closing price of our Common Stock was $5.25 per share.

~~Our~~We ~~strategy~~also ishave tooutstanding ~~accelerate~~1,000,000 ~~our~~shares ~~current~~of ~~growth~~our ~~both~~Series Z ~~organically~~Preferred Stock, ~~through~~par ~~the~~value ~~development~~$0.001 ofper ~~new~~share, ~~products~~which tohave bevoting ~~driven~~rights ~~through~~of ~~our~~900 ~~existing~~votes ~~distribution~~per ~~channels~~share, ~~and~~but ~~through~~are anon-convertible ~~focused~~to ~~acquisition~~any ~~strategy~~shares of ~~acquiring~~our ~~new~~Common ~~products~~Stock ~~and~~or ~~technology~~any ~~from~~other ~~companies~~class ~~who~~of ~~have~~our ~~been~~securities, ~~unable~~and towhich ~~build~~are ~~sufficient~~not ~~distribution~~publicly ~~for~~traded. ~~their~~All ~~own~~of ~~technology. Subscribers~~the ~~are~~Series Z ~~then~~Preferred ~~consolidated~~Stock ~~onto~~are aheld ~~single~~by ~~network~~our ~~platform~~President and ~~duplicate~~Chairman ~~operating~~of ~~costs~~the ~~are~~Board, ~~thereby~~Enea ~~eliminated~~Angelo Trevisan.

~~Regulation~~Holders

~~The~~As ~~telecommunications~~of ~~industry is subject to significant regulation at the national~~January 4, ~~state~~2023, ~~local~~we ~~and~~have ~~international levels. These regulations affect our business. Generally~~48, ~~in the United States~~259,753 ~~some~~shares of ~~our~~Common ~~products~~Stock ~~and~~issued ~~services are subject to varying degrees of federal, state,~~ and ~~local~~outstanding ~~regulation,~~held ~~including regulation~~ by ~~the~~524 ~~Federal~~stockholders ~~Communications~~of ~~Commission (FCC) and various state public utility commissions~~record. WeThe ~~may~~number ~~also~~of berecord ~~subject~~holders todoes ~~similar~~not ~~regulation~~include bypersons ~~foreign~~who ~~governments~~hold ~~and their telecommunications/regulatory agencies. While these regulatory agencies grant us the authority to operate~~ our ~~business,~~common ~~they~~stock ~~typically~~in ~~exercise~~nominee ~~minimal~~or ~~control~~“street ~~over~~name” ~~our~~accounts ~~services~~through ~~and pricing~~brokers. ~~However, they do require the filing a various reports, compliance with public safety and consumer protection standards, and the payment of certain regulatory fees and assessments.~~

We cannot assure that the applicable U.S. and foreign regulatory agencies will grant us the required authority to operate, will allow us to maintain existing authority so we can continue to operate, or will refrain from taking action against us if we are found to have provided services without obtaining the necessary authority. Similarly, if our pricing, and/or terms or conditions of service, are not properly filed or updated with the applicable agencies, or if we are otherwise not fully compliant with the rules of the various regulatory agencies, regulators or other third parties could challenge our actions and we could be subject to forfeiture of our authority to provide service, or to penalties, fines, fees, or other costs. We have been delinquent in certain filing and reporting obligations in the past including, but not limited to, filings with the FCC and Universal Service Fund (USF) reports and payments. As of March 22, 2011, we believe we are current with our filing and reporting obligations.

To date, the FCC has declined to classify VoIP providers as telecommunications carriers for regulatory purposes. However, the FCC has ruled that certain traffic carried in part utilizing the Internet protocol format was nonetheless regulated telecommunications for which certain regulatory obligations applied. The FCC has considered whether to impose surcharges or other common carrier regulations upon certain providers of Internet telephony, primarily those which, unlike us, provide Internet telephony services directly to end users. The FCC ruled that interconnected VoIP service providers must make contributions to the Universal Service Fund. Additionally, the FCC has a pending proceeding to further examine the question of whether certain forms of VoIP services are information services or telecommunications services. The two are treated differently in several respects, with certain information services being regulated to a lesser degree. The FCC has noted that certain forms of phone-to-phone VoIP services bear many of the same characteristics as more traditional voice telecommunications services and lack the characteristics that would render them information services. The FCC has indicated that the issues as to applicability of access charges and other matters will be considered in that context. Adverse rulings or rulemakings could subject us to licensing requirements and additional fees and subsidies.

While we believe VoIP services may be subject to additional federal, state, local, or international regulation in the future, it is uncertain when or how the effects of such regulation could affect us. If additional regulation does occur, it is possible that such regulatory agencies may impose surcharges, taxes or regulatory fees on VoIP service providers. The imposition of any such surcharges, taxes, or regulatory fees could increase our costs and thus reduce or eliminate any competitive advantage that we might enjoy today.

If the FCC were to determine that certain Internet-related services including Internet telephony services are subject to FCC regulations as telecommunications services, the FCC could subject providers of such services to traditional common carrier regulation, including payment of access charges to local telephone companies. A decision to impose such charges could also have retroactive effect. It is also possible that the FCC may adopt a regulatory framework other than traditional common carrier regulation that would apply to Internet telephony providers. Any such determinations could materially adversely affect our business, financial condition, operating results and future prospects to the extent that any such determinations negatively affect the cost of doing business over the Internet or otherwise slow the growth of the Internet.

We are monitoring the actions of the federal and various state regulatory agencies, and doing our best to see that we are in compliance with the applicable regulations, including any new regulations that may be passed. However, there can be no assurance that we are fully aware of all applicable requirements or that we will always be fully compliant. Should we fail at any time to be compliant with applicable federal or state regulations, or to file required reports to federal or state regulatory agencies, we could be subject to fines or other penalties.

~~Intellectual~~Table ~~Property~~of Contents

~~Our~~DIVIDEND success and ability to compete effectively are dependent in part upon our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, as well as nondisclosure agreements and other contractual restrictions, to establish and protect our proprietary rights. Employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works or patentable technologies to us. In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into nondisclosure agreements with us. If these discussions result in a license or other business relationship, we also generally require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights. The steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology.POLICY

ToWe ~~date,~~have wenever declared or paid any cash dividend on our Common Stock or preferred stock. We do not ~~have~~anticipate paying any ~~federally~~cash ~~registered~~dividends ~~trademarks.~~on ~~However,~~our Common Stock in the foreseeable future and we ~~are~~intend ~~currently~~to inretain all of our earnings, if any, to finance our growth and operations and to fund the ~~process~~expansion of ~~applying~~our ~~for~~business. ~~federal~~Payment ~~registration~~of any dividends will be made at the discretion of ~~some~~our Board, after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. Any dividends that may be declared or paid on our Common Stock, must also be paid in the same consideration or manner, as the case may be, on our shares of preferred stock, if any. Our Series Z Preferred Stock ranks on parity with our ~~marks~~Common Stock with respect to dividend rights.

We do not currently have any patents or patent applications in process. Any future patent applications with respect to our technology may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties. Our practice is to affix copyright notices on our product literature in order to assert copyright protection for these works.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to duplicate aspects of our products or to obtain and use information that we regard as proprietary. Our steps to protect our proprietary technology may not be adequate to prevent misappropriation of such technology, and may not preclude competitors from independently developing products with functionality or features similar to our products. If we fail to protect our proprietary technology, our business, financial condition and results of operations could be harmed significantly.

The telecommunications markets have been characterized by substantial litigation regarding patent and other intellectual property rights. Litigation, which could result in substantial cost to and diversion of our efforts, may be necessary to enforce trademarks issued to us or to determine the enforceability, scope and validity of the proprietary rights of others. Adverse determinations in any litigation or interference proceeding could subject us to costs related to changing names and a loss of established brand recognition.

Legal Proceedings

A stipulation for judgment was filed by Carmel Solutions, Inc. (“Carmel”) in the Superior Court of California, Orange County, in accordance with, and upon our default of, a settlement agreement we entered into with Carmel on May 5, 2009, and a judgment was entered against us on October 26, 2009, in the amount of $72,852, plus accruing interest from that date at the rate of $20 per day and post judgment costs incurred in enforcing the judgment. As of December 31, 2010, the financial statements contain a payable amount of $60,000 in relation to this action. Management is confident that the lower amount will be more reflective of the end settlements amount. There are currently no discussions taking place between the parties on settling this amount and no approach has been received from Carmel since the judgment was entered.

We are a defendant in a pending legal proceeding filed by AT&T on December 11, 2009, in the U.S District Court of the District of Connecticut. This suit alleges one cause of action for breach of contract. The complaint alleges that we owe money for services rendered, that we subsequently entered into a settlement agreement with AT&T to settle the amount owed to AT&T, and that we failed to make any payments due under such settlement agreement. AT&T was granted an automatic entry of judgment against us in the amount of $440,672 plus interest, attorney’s fees and costs. In December of 2010, AT&T obtained an Order of Garnishment against one of our bank accounts in the amount of $510,525, $76,653 of which was actually garnished. We are currently negotiating a payment schedule with AT&T that management is confident will result in a structured plan to pay the remaining balance. As of December 31, 2010, the financial statements contain a payable amount of $440,672 in relation to this action. Management is in active discussions with AT&T to agree a phased payment of this amount over two years and is confident that this outcome will result from those discussions.

We are also one of a number of defendants in a pending legal proceeding filed by First Citizens Bank & Trust, Inc. on June 17, 2010, in the Superior Court of Fulton County, Georgia. This suit alleges five causes of action, three of which relate to the breach of Flint’s loan agreement entered into with the Georgian Bank in the principal amount of $500,000 plus interest, attorney’s fees and costs. We did not respond within the time period allowed. A motion for default judgment was filed on October 11, 2010, against Flint for the amount of $200,000 plus interest, attorney’s fees and costs. As of December 31, 2010, we have accrued $200,000 in the accounts in relation to this action. Management has opened discussions with representatives of the plaintiff to discuss a phased payment of the amount due. It is too early for management to say if this will be achieved.

Bill Burbank, our previous President and COO, filed a lawsuit against us in the 15th Judicial Circuit in Palm Beach County, Florida on September 22, 2010. This suit alleges one cause of action for breach of agreement. The complaint alleges that we entered into a settlement agreement with Bill Burbank to settle the amount owed to him, and that we failed to make the first payment due under such settlement agreement. Mr. Burbank sought and received a judgment for damages in the amount of $190,000 plus interest, attorney’s fees and costs. As of December 31, 2010, we have accrued $195,623 in the accounts in relation to this action to include interest and penalties. Management intends to enter into renewed discussions with Mr. Burbank to discharge this amount.

On October 25, 2010, China Voice Holding Corp. (“CHVC”) filed a lawsuit against us in the 15th Judicial Circuit in Palm Beach County, Florida. This suit alleges one cause of action for breach of contract. The complaint alleges that we entered into a settlement agreement with CHVC to settle the amount owed to it, and that we failed to make the first monthly payment due under such settlement agreement. CHVC sought and received a judgment for damages in the amount of $82,742 plus pre-judgment interest of 18% per annum starting September 1, 2010, plus $500,000 as an additional liquidated damage, post judgment interest, costs and attorney’s fees. As of December 31, 2010, we have accrued $2,182,676 in the financial statements in relation to this action to include interest and penalties. In the interim, a large proportion of this amount as been assigned to a third party by CHVC and management is in active discussions with that party to agree new payment terms.

On November 10, 2010, Abovenet Communications filed a complaint against us in US District Court for the Southern District of New York, alleging breach of contract and seeking $87,761 in damages, plus interest, attorney’s fees and costs. As of December 31, 2010, we have accrued $16,000 in the financial statements in relation to this action, which is the amount of services used from Abovenet prior to its action. It is too early in the process for management to accurately estimate the full contingency amount attached to this legal action. To date, no discussions have taken place with Abovenet in relation to settling this action.

On November 24, 2010, Tom Davis filed a Demand for Arbitration alleging a breach of the settlement agreement by and among Mr. Davis and Flint, and seeking damages in the amount of $2,230,000. As of December 31, 2010, the financial statements include $1,126,875 in loans and accrued interest and $1,530,000 in preferred shares in relation to Mr. Davis. Management remains confident that suitable terms can be reached with Mr. Davis to reschedule agreed payment arrangements to settle this action.

~~Because~~Table ~~Thermocredit has a first priority secured interest against all~~ of Flint’s assets, Flint expects that Thermocredit will prevent any future collections on any of these judgments, and management hopes to be able to negotiate further with these plaintiffs and come to a reasonable settlement.Contents

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

~~Due~~The tofollowing ~~the~~table ~~regulatory~~sets ~~nature~~forth ofour ~~the~~cash ~~industry, the Company periodically receives~~ and ~~responds~~capitalization toas ~~various~~of ~~correspondence~~September 30, ~~and inquiries from state and federal regulatory agencies. Management does not expect the outcome on these inquiries to have a material impact on our operations or financial condition.~~2022:

~~Other than the matters outlined above, we are currently not involved in any litigation that we believe could have a material adverse effect~~ • on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an ~~adverse~~actual ~~decision~~basis; ~~could have a material adverse effect.~~and

~~Property~~• on an as adjusted basis to give further effect to our issuance and sale of shares of our Common Stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

WeThe ~~are~~pro ~~headquartered~~forma inand ~~Overland~~pro ~~Park,~~forma ~~Kansas~~as ~~and~~adjusted ~~lease~~information ~~offices~~below is illustrative only and ~~space~~our incapitalization afollowing ~~number~~the completion of ~~locations.~~this ~~Below~~offering is asubject ~~list~~to adjustment based on the initial public offering price of ~~our~~the ~~leased~~Common ~~offices~~Stock and ~~space~~other asterms of ~~July~~ 6this offering determined at pricing. You should read the following table in conjunction with “Use of Proceeds,” ~~2011~~“Summary of Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Securities” and other financial information contained in this prospectus, including the financial statements and related notes appearing elsewhere in this prospectus.

Location	Lease Expiration	Monthly Rent			Purpose		Approx. Sq. Ft.
		September 30, 2022
17918 Pioneer Blvd. #209 Artesia, CA 90701	Month to Month	$	3,950		Phone House, Inc. office space			1,750
		Actual				As Adjusted(1)
3507 East Frontage Rd., Ste 190 Tampa, FL 33607	December 31, 2012	$	1,730	(1)	Cable & Voice Corp. office space			1,750
Cash and cash equivalents		$	84,366			$
9050 Pines Blvd. Pembroke Pines, FL 33024	February 1, 2015	$	7,550	(2)	Ingedigit International Inc. and Power2Process office space			3,624
[___]
Total liabilities			2,141,753
Stockholders’ equity:
Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 1,000,000 shares of Series Z Preferred Stock issued and outstanding.			—				—
Common stock, $0.001 par value, 300,000,000 shares authorized, 45,824,753 shares issued and outstanding.			—				—
Additional paid-in capital			678,000
Accumulated deficit			(2,218,493	)
Total stockholders’ equity (deficit)			595,879
Total capitalization		$	678,000			$

~~(1) This lease has a total annual rent of $20,758 in year 2010, and is subject to increase to $21,484 in year 2011 and $22,232 in year 2012.~~____________

(21) The ~~This~~as ~~lease~~adjusted ~~has~~balance asheet ~~total~~data ~~annual~~in ~~rent~~the table above reflects the sale and issuance by us of ~~$90,600~~shares inof ~~year~~our ~~2010,~~Common ~~$93,318~~Stock in ~~year~~this ~~2011~~offering, ~~$96,118~~based inupon ~~year~~the ~~2012,~~assumed public offering price of $99 per share,~~001~~ inwhich ~~year~~is ~~2013~~the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and ~~$101,971~~commissions inand ~~year~~estimated ~~2014~~offering expenses payable by us.

WeEach ~~believe~~$1.00 ~~that~~increase ~~our~~(decrease) ~~leased~~in ~~facilities~~the ~~are~~assumed ~~adequate~~initial topublic ~~meet~~offering ~~our~~price ~~current~~of ~~needs~~$ per ~~and~~share ~~that~~(the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase (decrease) the amount of cash, additional ~~facilities~~paid-in ~~are~~capital, ~~available~~total tostockholders’ ~~meet~~equity ~~our~~(deficit) ~~development~~and total capitalization on a pro forma as adjusted basis by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and ~~expansion~~after ~~needs~~deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of shares in ~~existing~~the number of shares of Common Stock offered by us would increase (decrease) cash, total stockholders’ equity (deficit) and ~~projected~~total ~~target~~capitalization ~~markets~~on a pro forma as adjusted basis by approximately $ million, assuming the assumed initial public offering price of $ per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

~~Employees~~The number of shares of Common Stock to be outstanding after this offering is based on 48,259,753 shares of Common Stock outstanding as of January 4, 2023.

AsYou ofshould ~~July~~refer 6,to ~~2011,~~“Management’s weDiscussion ~~had~~and 16Analysis ~~full~~of ~~time~~Financial ~~employees,~~Condition ~~none~~and Results of ~~whom~~Operations” ~~are~~and ~~represented~~the byfinancial astatements ~~labor~~and ~~union~~related notes contained elsewhere in this prospectus in evaluating the material presented above.

Confidentiality Agreements

All our employees have signed confidentiality agreements, and it is our standard practice to require newly hired employees and, when appropriate, independent consultants, to execute confidentiality agreements. These agreements provide that the employee or consultant may not use or disclose confidential information except in the performance of his or her duties for the company, or in other limited circumstances. The steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology.

~~MANAGEMENT~~Table of Contents

~~The following table sets forth the names and positions of our directors and executive officers and other key personnel as of July 6, 2011:~~DILUTION

Name	Age		Position
Vincent Browne		43	Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board
Bernard A. Fried		64	President, Chief Operations Officer and Director

If you invest in our Common Stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Common Stock and the pro forma as adjusted net tangible book value per share of our Common Stock immediately after this offering.

~~There~~Our ishistorical nonet ~~family~~tangible ~~relationship~~book ~~between~~value ~~any~~as ~~director or executive officer. There are no known arrangements or understandings between any director or executive officer and any other person pursuant to which any~~ of ~~the~~September 30, ~~above-named~~2022 ~~executive officers or directors~~ was ~~selected~~($253,128), ~~as an officer~~ or ~~director~~($.0055 ~~Each~~per ~~Director~~share ~~holds~~of ~~office~~Common ~~until~~Stock. ~~the~~Historical ~~next~~net ~~annual~~tangible ~~meeting~~book ofvalue ~~the~~per ~~shareholders~~share orrepresents ~~until~~historical ~~his~~net ~~successor~~tangible isbook ~~elected~~value ~~and~~(deficit) ~~duly~~divided ~~qualified. Executive officers are appointed~~ by ~~and serve at~~ the ~~pleasure~~number of ~~the~~shares ~~Board~~ of ~~Directors.~~our ~~The~~Common ~~following~~Stock ~~sets~~outstanding ~~forth~~as ~~biographical~~of ~~information concerning our directors~~September 30, ~~and executive officers for the past three years:~~2022.

~~Vincent~~After ~~Browne,~~giving ~~age~~further ~~43. Mr.~~effect ~~Browne~~to ~~founded~~(i) our ~~Flint~~issuance ~~Telecom,~~and ~~Ltd,~~sale ~~Flint~~of shares ~~Telecom,~~of ~~Inc.’s~~Common ~~parent~~Stock ~~company,~~ in ~~December~~this ofoffering ~~2004.~~at ~~Flint~~the ~~Telecom,~~initial ~~Inc.~~public ~~was~~offering ~~incorporated~~price ~~in July~~ of ~~2005.~~$ per ~~Mr.~~share, ~~Browne~~which ~~has~~is ~~been~~the ~~CEO~~midpoint of ~~Flint~~the ~~Telecom,~~price ~~Ltd.,~~range ~~Flint~~set ~~Telecom,~~forth ~~Inc.~~on ~~and~~the ~~Flint~~cover ~~Telecom~~page ~~Group, Inc. since each~~ of ~~their~~this ~~respective~~prospectus, ~~inceptions. Mr.~~after ~~Browne~~deducting ~~became~~underwriting ~~Chairman,~~discounts ~~CFO~~ and ~~Corporate~~commissions, ~~Secretary~~estimated inoffering ~~February~~expenses ofpayable ~~2010. Mr.~~by ~~Browne~~us, ~~has~~and ~~over~~(ii) the 15application ~~years~~of ~~experience in~~ the ~~ICT~~net ~~sector.~~proceeds ~~Prior~~from tothis ~~joining~~offering ~~Flint,~~as ~~Mr.~~described ~~Browne founded Prime Carrier Limited (PCL)~~ in ~~2000~~the ~~and~~section ~~was~~of ~~its~~this ~~CEO.~~prospectus ~~PCL~~entitled ~~provides~~“Use ~~advanced~~of ~~Least~~Proceeds,” ~~Cost~~our ~~Routing~~as ~~software~~adjusted ~~and~~net ~~systems~~tangible tobook ~~Tier~~value 1as ~~operators~~of ~~across~~September 30, ~~the~~2022 ~~globe.~~would ~~During~~have ~~his~~been ~~time~~approximately ~~as founding CEO at PCL~~$ million, heor ~~raised~~approximately ~~over~~$ per ~~€12m~~share. inThis ~~various~~represents ~~funding~~an ~~rounds~~immediate ~~and~~increase ~~successfully~~in ~~negotiated~~as ~~several~~adjusted ~~multi-million~~net ~~dollar~~tangible ~~contracts~~book ~~with~~value ~~international~~per ~~customers.~~share ~~Prior~~of __ to ~~that,~~our ~~Mr.~~existing ~~Browne~~stockholders ~~worked~~and ~~with~~an ~~Siemens~~immediate ~~and~~dilution ~~Esat~~in ~~BT.~~as ~~Mr.~~adjusted ~~Browne~~net ~~holds~~tangible abook ~~BComm~~value ~~degree~~per ~~from~~share ~~University~~of ~~College~~approximately ~~Dublin.~~$__ ~~Mr.~~to ~~Browne~~new ~~also~~investors ~~speaks~~purchasing onCommon ~~Entrepreneurial~~Stock ~~development~~in atthis ~~Trinity~~offering. ~~College,~~Dilution ~~Dublin.~~per ~~Mr.~~share ~~Browne’s~~to ~~varied~~new ~~and~~investors ~~proven~~purchasing ~~entrepreneurial~~Common ~~experience~~Stock in ~~the~~this ~~telecom~~offering ~~industry~~is ~~over~~determined ~~the~~by ~~past~~subtracting 20as ~~years~~adjusted ~~and~~net astangible ~~Founder~~book ofvalue ~~Flint~~per ~~Telecom~~share ~~Group,~~after ~~led~~this usoffering tofrom the ~~conclusion~~assumed ~~that~~initial hepublic ~~should~~offering ~~serve~~price asper ~~one~~share ofpaid ~~Flint’s~~by ~~officers~~new ~~and directors~~investors.

~~Bernard~~The A.following ~~Fried,~~table ~~age~~illustrates ~~64.~~this ~~Mr.~~dilution Fried became our President, Chief Operating Officer and a member of the board of directors in February of 2010. He currently also serves as managing member of FCI Companies, LLC, a successor company to Fried Consulting, Inc. Previously, he served as Vice President and Managing Director of Condado Group, Inc., a customer relationship management and call center consulting firm. Prior to joining Condado Group, Mr. Fried was President of Fried Consulting, Inc, a call center and telecommunications consulting firm. During his career, he has held numerous executive positions in the call center, telecommunications, and biometric industries. Mr. Fried currently also serves on ~~the Board of Directors of the United States Internet Industry Association, and is~~ a ~~former~~per ~~board~~share ~~member~~basis of Ascent (which merged into Comptel), one of the primary associations for the wholesale telecommunications industry. Mr. Fried also currently teaches management and leadership courses in the School of Professional and Graduate Studies at Baker University in Kansas. Mr. Fried filed a Chapter 7 petition under the federal bankruptcy laws on April 30, 2008, which was discharged on July 22, 2008. Mr. Fried received his MBA, with distinction, from Pace University in New York. Mr. Fried’s experience at various companies in the telecom industry and as a board member of another company in the telecom space led us to ~~the~~new ~~conclusion that he should serve as one of Flint’s officers and directors.~~investors:

Board of Directors

~~Currently,~~The wepro ~~only~~forma ~~have~~information ~~two~~discussed ~~board~~above ~~members,~~is ~~Vincent~~illustrative ~~Browne~~only and ~~Bernard~~will A.change ~~Fried,~~based ~~who~~on ~~are~~the ~~also~~actual ~~our~~initial ~~CEO~~public ~~and~~offering ~~President~~price, ~~respectively. We~~number ~~hope~~of toshares ~~add~~and ~~independent~~other ~~members~~terms ~~to expand our board~~ of ~~directors~~this inoffering ~~2011,~~determined ~~depending~~at ~~upon our ability to reach and maintain financial stability~~pricing.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the as adjusted net tangible book value per share after this offering by $ per share and the dilution to new investors purchasing Common Stock in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. An increase of shares in the number of shares offered by us would increase the as adjusted net tangible book value per share after this offering by $ per share and the dilution to new investors purchasing Common Stock in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A decrease of shares in the number of shares offered by us would increase the as adjusted net tangible book value per share after this offering by $ per share and the dilution to new investors purchasing Common Stock in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares of Common Stock in this offering in full at the assumed initial public offering price of $ per share, and assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, the as adjusted net tangible book value per share after this offering would be $ per share, and the dilution in as adjusted net tangible book value per share to new investors purchasing Common Stock in this offering would be $ per share.

The number of shares of Common Stock that will be outstanding after this offering is based on 48,259,753 shares of Common Stock outstanding as of January 4, 2023.

~~Committees~~Table of ~~the Board of Directors~~Contents

WeThe dofollowing ~~not~~table ~~currently~~summarizes, ~~have~~on an ~~audit~~as ~~committee,~~adjusted ~~compensation~~basis ~~committee,~~as ~~nominating~~of ~~committee~~September 30, or2022, ~~any~~after ~~other~~giving ~~committee~~effect ofto ~~the~~our ~~board~~issuance ofand ~~directors.~~sale ~~The~~of shares ~~responsibilities~~ of ~~these~~Common ~~committees~~Stock ~~are~~in ~~fulfilled~~this byoffering ~~our~~at ~~current~~the ~~board~~initial ofpublic ~~directors~~offering ~~and~~price ~~all~~ of ~~our~~$ per ~~directors~~share, ~~participate~~the intotal ~~such~~consideration ~~responsibilities.~~paid Inor ~~addition,~~to webe dopaid ~~not~~and ~~currently~~the ~~have~~average anprice ~~“audit~~per ~~committee~~share ~~financial~~paid ~~expert”~~or asto ~~such~~be ~~term~~paid isby ~~defined~~existing instockholders ~~the~~and ~~Securities~~by ~~Act,~~new asinvestors ~~our~~in ~~financial~~this ~~constraints~~offering, ~~have~~before ~~made~~deducting itestimated ~~extremely~~underwriting ~~difficult~~discounts toand ~~attract~~commissions and ~~retain~~estimated ~~qualified~~offering ~~outside~~expenses ~~board~~payable ~~members~~by us. WeAs ~~hope~~the totable ~~add~~shows, ~~qualified~~new ~~independent~~investors ~~members~~purchasing ofCommon ~~our~~Stock ~~board of directors~~ in ~~2011,~~this ~~depending~~offering ~~upon~~will ~~our~~pay ~~ability~~an toaverage ~~reach~~price ~~and~~per ~~maintain~~share ~~financial~~substantially ~~stability. Our~~higher ~~full~~than ~~board~~our ~~has~~existing ~~taken~~stockholders ~~on the responsibilities of these committees~~paid.

~~Compensation~~SharesPurchased ~~Committee~~TotalConsideration ~~Interlocks~~AveragePricePer ~~and~~Share ~~Insider~~Number ~~Participation~~Percentage Number Percentage Existing stockholders before this offering Investors participating in this offering Total capitalization

WeThe dotable ~~not~~above ~~have~~assumes ano ~~compensation~~exercise ~~committee~~of orthe ~~any~~underwriters’ ~~other~~option ~~committee~~to ofpurchase additional shares in this offering. If the ~~board~~underwriters’ ofover-allotment ~~directors~~option ~~performing~~to ~~similar~~purchase ~~functions~~additional ~~during~~shares is exercised in full, the ~~year~~number ~~ended~~of ~~June~~shares ~~30,~~of ~~2010.~~our ~~Vincent~~Common ~~Browne,~~Stock held by existing stockholders would be reduced to % of the total number of shares of our ~~Chief~~Common ~~Executive~~Stock ~~Officer~~outstanding after this offering, and ~~Bernard~~the A.number ~~Fried,~~of ~~our~~shares ~~President,~~of ~~make~~Common ~~all~~Stock ~~decisions~~held ~~relating~~by new investors participating in the offering would be increased to % ~~compensation~~of the total number of shares outstanding after this offering.

Code of Ethics

We have adopted a code of ethics that applies to all of our officers, directors and employees, including our Chief Executive Officer and Chief Financial Officer. We have also adopted a code of ethics that applies specifically to our principal executive officer and senior financial officers. Copies of our two codes of ethics are available on our website at www.flinttel.com, the content of which website is not incorporated by reference into, or considered a part of, this document.

Stockholders can access our corporate governance information, including our Code of Ethics for Principal Executive Officers and Senior Financial Officers at our website, www.flinttelecomgroup.com, the content of which website is not incorporated by, referenced into, or considered a part of, this document.

~~EXECUTIVE~~Table ~~COMPENSATION~~of Contents

~~Compensation~~MANAGEMENT’S ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~The~~You should read the following ~~table~~discussion ~~summarizes~~and ~~the~~analysis ~~total~~of ~~compensation~~our ~~paid~~financial ~~to,~~condition ~~earned~~and orplan ~~received~~of byoperations together with our ~~CEO~~selected financial data, ~~CFO~~financial statements and the ~~three~~related ~~other~~notes, ~~executive~~and ~~officers~~other ~~who~~financial ~~received~~information ~~annual~~appearing ~~remuneration~~elsewhere in ~~excess~~this ofprospectus. ~~$100~~In addition to historical information,~~000~~ ~~during~~this ~~the~~discussion ~~last~~and ~~two~~analysis ~~fiscal~~contains ~~years~~forward-looking ~~ending~~statements ~~June~~that 30involve risks, ~~2010~~uncertainties, and ~~2009~~assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

~~SUMMARY~~Company ~~COMPENSATION TABLE~~Overview

Name and Principal Position	Year	Salary ($)			Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Vincent Browne, Chief Exec. Officer	2010		60,000	(1)		--		--			--		--		--		--			60,000
	2009		146,588	(1)		--		1,875,000	(2)		--		--		--		--			2,021,588
Bill Burbank, President	2010		62,715	(3)		--		--									320,000	(5)		382,715
	2009		77,262	(3)		--		760,000	(4)		--		--		--		--			837,262
Stephen Keaveney, Chief Financial Officer	2010		60,000	(6)		--		--												60,000
	2009		60,000	(6)		--		875,000	(7)		--		--		--		--			935,000
Bernard A. Fried, President	2010		25,000	(8)		--		360,000	(9)		--		--		--		--			385,000

Ealixir Inc. is an internet technology company specializing in online reputation management services, which we refer to as ORM. The heart of our operational philosophy is our belief that our clients, both individual and corporate, should have, what we have termed, the “right to be forgotten”. In other words, this means the right of an individual or a company to have removed from the internet outdated negative information or harmful spurious content. We support a more professional and accurate internet whereby content publishers or providers regulate the use of people’s private information by third parties, especially in the context of having the right to remove information from doxing (i.e. unauthorized release of personal identifying information), slander or any other similar content with malicious intent. We believe our philosophy is underpinned in law in the European Union by, among others, Directive 95/46/EC of October 24, 1995, which regulates the processing of personal data within the European Union.

~~(1)~~Ealixir ~~Actual~~uses ~~annual~~its ~~salary~~advanced astechnological ofplatform ~~October~~to 6provide ORM services and digital privacy solutions to individuals, ~~2008~~professional organizations, ~~per~~and Mrsmall, medium businesses, or “SMBs”. ~~Browne’s~~By ~~employment~~providing ~~agreement,~~our isclients ~~$180~~with an ability to control,~~000.~~ Toremove ~~date~~and ~~Mr.~~edit ~~Browne~~information ~~has~~posted ~~not~~and ~~been~~available ~~paid~~on ~~all~~the ofinternet, ~~his~~individuals, ~~salary~~professional organizations, and ~~such~~SMBs ~~unpaid~~can ~~amounts~~choose ~~are~~what ~~accounted~~lawful ~~for~~and asverified ~~accrued~~content ~~but~~about ~~unpaid~~them that will appear on websites and search engines. Our extensive removal experience and proprietary removal technology, allows us we believe to ~~date~~offer one of the best services available in the content removal industry.

~~(2)~~Ealixir ~~Represents~~offers ~~the~~its ~~aggregate~~individual ~~fair~~and ~~value~~corporate clients a full suite of ORM solutions. To compliment the ~~stock~~removal ~~award~~of ~~relating~~negative tocontent 2,500,000*and ~~shares~~online ofspurious ~~restricted~~content, ~~common~~we ~~stock~~offer ~~granted~~synergistic onservices ~~October~~to 6,both ~~2008~~remove such content and ~~vesting~~also ~~over~~promote aour ~~period~~clients’ ofpositive ~~four~~online ~~years~~reputation and improve search results. Our products and services include: WebID, Ealixir Removal, Ealixir Story, NewsDelete, Ealixir Analytics and Ealixir Event Launch and RepScore:

~~(3)~~• WebID ~~Actual~~is ~~annual~~a ~~salary~~detailed report of all online content relating to individuals, ~~per~~brands Mrand companies. ~~Burbank’s~~Based ~~employment~~on ~~agreement~~such report, ~~was~~the ~~$186,000.~~client ~~Mr.~~receives ~~Burbank’s~~an ~~start~~immediate ~~date~~and ~~with~~accurate portrait of the ~~Company~~dominant ~~was~~“sentiment” ~~January~~which ~~29,~~is ~~2009.~~associated Onwith ~~February~~the 4,specific ~~2010~~content — whether positive, Mrneutral or negative. ~~Burbank~~We ~~resigned~~uncover ~~from~~harmful ~~his~~information; ~~respective~~we ~~executive~~geo-localize ~~officer~~online ~~positions~~conversations related to the subject and ~~from~~analyze their demographic composition. At the ~~board~~end of ~~directors~~this, ofwe ~~the~~then ~~Company.~~prepare ~~See~~a ~~Item~~report 13which summarizes the strengths and weaknesses, ~~“Separation~~which ~~Agreement~~is ~~with~~delivered ~~Bill~~to ~~Burbank”~~the ~~for~~customer’s ~~more~~home ~~details~~or headquarters.

~~(4)~~• Ealixir ~~Represents~~Removal — Leveraging and enforcing the ~~aggregate~~public’s ~~fair~~rights ~~value~~under ofprivacy ~~the~~laws, ~~stock~~this ~~award~~service ~~relating~~aims to 2,000,000*protect ~~shares~~the online reputation of ~~restricted~~clients ~~common~~(individuals ~~stock~~or ~~granted~~corporations) onutilizing ~~January~~the ~~29,~~Company’s ~~2009~~innovative technological platform to achieve the removal, ~~vesting~~de-indexation ~~over~~or athe ~~period~~anonymization of ~~four~~negative ~~years~~or unwanted information.

~~(5)~~• Ealixir ~~Represents~~Story — Through this service, we aim to assist our clients in developing and spreading on the ~~aggregate~~internet ~~fair~~a ~~value~~new ofor revived story about themselves. Frequently following the ~~stock~~completion ~~award~~of ~~with~~our ~~respect~~Ealixir Removal work, it becomes apparent the need to replace the ~~fiscal~~content ~~year~~which ~~2010~~was ~~relating~~removed towith 4,000,000*new ~~shares~~and ofpositive ~~restricted~~content. ~~common~~We ~~stock~~thus ~~granted~~offer onour ~~February~~customers 4a customized editorial plan, ~~2010~~with asthe ~~part~~aim of ~~Mr.~~developing ~~Burbank’s~~a ~~separation~~new “story” through a number of articles and features to be published by several online news outlets.

~~(6)~~• NewsDelete ~~Actual~~— ~~annual~~This ~~salary,~~service ~~per~~caters ~~Mr.~~to ~~Keaveney’s~~customers ~~employment~~concerned ~~agreement~~about ~~that~~their ~~went~~reputation ~~effective~~in financial affairs, as ofit ~~March~~is 1,portrayed ~~2009,~~by isprivately-managed ~~$180~~databases such as World-Check,~~000~~ ~~per~~Dow ~~year.~~Jones OnCompliance ~~February~~and 4LexisNexis, ~~2010,~~or Mrgovernment list such as the OFAC sanction list. ~~Keaveney~~Except ~~resigned~~in ~~from~~the ~~his~~case ~~respective~~of ~~executive~~politically ~~officer~~exposed ~~positions~~persons ~~and~~(“PEPs”), ~~from~~we are normally able to procure the ~~board~~removal of ~~directors~~the client’s name from World-Check or at least a modification of the ~~Company~~information on such client contained therein.

~~(7)~~Table ~~Represents the aggregate fair value~~ of ~~the stock award relating to 3,500,000* shares of restricted common stock granted on March 1, 2009 and vesting over a period of four years.~~Contents

~~(8)~~• Ealixir ~~Represents~~Analytics collects real-time big data about states, institutions, political parties, candidates and personalities working in these structures. Through the ~~actual~~web ~~amount~~listening ~~paid~~platform, we are able to ~~Mr.~~monitor ~~Fried~~millions ~~during~~of online sources and, with the ~~fiscal~~use ~~year~~of ~~ended~~algorithms ~~June~~in-house 30developed, ~~2010.~~we ~~under~~are ~~Mr.~~able ~~Fried’s~~to ~~employment~~cross ~~agreement~~words ~~that~~and ~~went~~sentences ~~effective~~in ~~February~~order ~~23,~~to ~~2010,~~identify ~~his~~trends ~~annual~~in ~~salary~~audience isreading ~~$186,000.~~in Toorder ~~date~~to ~~Mr.~~propose ~~Fried~~contents ~~has~~and ~~not~~information ~~been~~of ~~paid~~interest. ~~all~~Through a detailed analysis of ~~his~~sentiment ~~salary~~related to specific targets, we identify strategic and ~~such~~business ~~unpaid~~opportunities ~~amounts~~in ~~are~~target ~~accounted~~countries ~~for~~and aspropose ~~accrued~~communication ~~but~~plans ~~unpaid~~of effectiveness..

~~(9)~~• Ealixir ~~Represents~~Event Launch gives companies the ~~aggregate~~unique ~~fair~~opportunity ~~value~~to ofpromote their event on an international scale, providing visibility in online periodicals in multiple countries around the ~~stock~~world. ~~award~~It ~~relating~~works with accredited journalists and PR experts who will develop the most effective editorial plan to 6promote an event (e.g.,000,000* ~~shares~~the launch of ~~restricted~~a ~~common~~new ~~stock~~product, ~~granted~~an onimportant ~~February~~anniversary ~~23,~~or ~~2010~~the ~~and~~grand ~~vesting~~opening ~~over~~of a ~~period~~new ofoffice) ~~four~~and ~~years~~draft articles and press releases for distribution in the target countries in authoritative periodicals.

Assumed public offering price per share

Historical net tangible book value (deficit) per share as of September 30,
2022

Increase in pro forma net tangible book value per share attributable to this offering

Pro forma net tangible book value (deficit) per share as of September 30, 2022

Dilution per share to new investors participating in this offering

Filing Compare · Ealixir, Inc.