chtl_s8-2008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CHINA TEL GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada		98-0489800
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

8105 Irvine Center Drive, Suite 800

Irvine, California 92618

(Address, Including Zip Code, of Principal Executive Offices))

LEGAL SERVICES

(Full title of the Plan)

George Alvarez

8105 Irvine Center Drive, Suite 800

Irvine, California 92618

(949) 585-0222

(Name, Address and Telephone Number, Including

Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer q	Accelerated filer q
Non-accelerated filer q (Do not check if a smaller reporting company)	Smaller Reporting Company ý

CALCULATION OF REGISTRATION FEE

Title of securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock	200,000 Shares	.95	$190,000	$7.47

Notes:

1. If plan interests are being registered, include the following: In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Security and Exchange Commission (the “Commission”).

PART II

Item 3. Incorporation of Documents by Reference

The Commission allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information filed with the Commission will update and supersede this information. The following documents filed by us with the Commission are incorporated by reference:

(a)	Registrant’s Quarterly Report on Form 10-QSB for the quarter ended December 31, 2008 filed January 16, 2008, including all material incorporated references therein and all amendments thereto;

(b)	Registrant’s Current Report on Form 8-K filed March 10, 2008, March 31, 2008, June 25, 2008, July 10, 2008, August 11, 2008, September 9, 2008 and September 17,2008, including all material incorporated references therein;

(c)	Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed May 15, 2008, including all material incorporated references therein and all amendments thereto;

(d)	Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed August 8, 2008, including all material incorporated references therein and all amendments thereto.

All documents subsequently filed by the Registrant pursuant to the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part o this Registration Statement from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Shares of Common Stock, $.01 par value

Item 5. Interests of Named Experts and Counsel

The shares of Common Stock registered in this Registration Statement are being registered in the name of Horwitz, Cron & Jasper, PLC, legal counsel to the Registrant, for certain legal services provided to the Registrant.

Item 6. Indemnification of Directors and Officers

We indemnify our directors and officers for all liabilities allowed under the Nevada Corporations Code. We do not indemnify for a breach of loyalty, reckless or intentional acts causing harm to the Registrant or any illegal or criminal acts intended to provide personal gain.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit Number
1	Retainer Agreement with Horwitz, Cron & Jasper, PLC

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(2)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(3)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected I n the form a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(4)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

Provided, however, that paragraphs (1) and (2) do not apply if the Registration Statement is on Form S-8, and the information required to be included is a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(5)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6)	To remove from registration by means of a post effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit of proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unl3ess in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Irvine, State of California, on October 16, 2008.

CHINA TEL GROUP, INC.

BY: /s/ George Alvarez

George Alvarez, CEO

Horwitz, Cron & Jasper

A Professional Law Corporation

Attorneys at Law

4 Venture Plaza, Suite 390

Irvine, California 92618

Telephone (949) 450-4942

Facsimile (949) 453-8774

October 17, 2008

PERSONAL AND CONFIDENTIAL

Mr. George Alvarez, CEO

CHINA TEL GROUP, INC.

8105 Irvine Center Drive, Suite 800

Irvine, CA 92618

Re: Retention of HORWITZ, CRON & JASPER

Subject: General Business Representation of CHINA TEL GROUP, INC.

Dear Mr. Alvarez:

This correspondence will serve to confirm that you have engaged our firm to provide services for the general business representation of CHINA TEL GROUP, INC. (the “Matter”). In general, our representation will include a review and analysis of all information you provide in connection with the above-referenced matter, analysis of the materials, consultations, phone conferences, preparation of agreements and other documents, regulatory filings and/or our recommendations in connection with the further handling of the various matters.

We have found that our clients appreciate having our billing procedures explained in writing. Experience has shown that the attorney-client relationship works best when there is a mutual understanding about fees, costs and payment terms. Accordingly, we take this opportunity to outline the terms on which we propose to provide our professional services.

To help us determine the value of our services, we ask each of our lawyers and legal assistants to maintain time records for each client and matter. The time records are reviewed bi-weekly by the billing attorney assigned to you before an invoice is rendered. All of our services are billed at the hourly rate then in effect for the attorney or legal assistant who is performing the work. The attorneys, paralegals and legal assistants working on your matters will bill their time at an hourly rate varying from $100.00 (One Hundred Dollars) to $285.00 (Two Hundred Eighty-Five Dollars), depending upon their experience level and the complexity of the matter.

It is our usual and customary practice to require clients to remit a retainer to the firm for each individual matter for which services are rendered. Please note we hare waiving all retainer fees at this time.

It is our policy to serve you with the most effective support systems available, while at the same time allocating the costs of such systems in accordance with the extent of usage by individual clients. Therefore, in addition to our fees for legal services, we will also invoice separately for certain costs and expense disbursements, including telephone, facsimile, messenger, courier and other communication costs, reproduction, document retrieval, staff overtime when required by the client or the matter’s timing, computer research facilities, document preparation on word processing, and other costs and expenses incurred on your behalf (“costs/expenses”).

Mr. George Alvarez, CEO

CHINA TEL GROUP, INC.

October 16, 2008

Page 2 of 2

We will forward our invoices on a monthly basis, and each invoice, unless otherwise specified, represents our fees and out-of-pocket costs advanced on your behalf through the end of the preceding month. We make every effort to include disbursements in the statement for the month in which the disbursements are incurred. However, some disbursements, such as telephone charges, are often not available to us until the following month, in which case, those disbursements will be included on a subsequent invoice. Payment is due upon presentation of the invoice, and all invoices which remain unpaid after thirty (30) days from the invoice date are assigned a late payment charge of ten percent (10%) per annum. In the unlikely event we are required to incur legal and/or other costs to recover amounts due for fees and/or costs/expenses on your account, you will be responsible for the payment of those amounts as well.

We hope this adequately explains our fees and billing procedures. We encourage you to discuss with us any questions you may have regarding these policies and procedures, either at the inception of our engagement or at any time during its course. If the terms set forth above are satisfactory, please sign the enclosed copy of this letter and return it to us either by facsimile or regular U.S. Mail.

We thank you for selecting our firm for your legal representation and we look forward to working closely with you toward a speedy and successful completion of this matter.

Sincerely,

HORWITZ, CRON & JASPER, P.L.C.

/s/ Lawrence M. Cron

Lawrence M. Cron

APPROVED:

CHINA TEL GROUP, INC.

Date: October 16, 2008 By: /s/ George Alvarez

GEORGE ALVAREZ

Its Chief Executive Officer