S-8

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    o	Accelerated filer                       o
Non-accelerated filer      o (Do not check if a smaller reporting company)	Smaller Reporting Company   x

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	719942 Shares	.95	$683,945.35	$26.90

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, September 17, 2008, October 20, 2008, October 23, 2008 and November 6, 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 18, 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 Series A Common Stock, $.001 par value

Item 5.  Interests of Named Experts and Counsel

The shares of Series A Common Stock registered in this Registration Statement are being registered in the name of Mark C. Fields, 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	Engagement Agreement with Mark C. Fields

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 in 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 December 10, 2008.

CHINA TEL GROUP, INC.

 BY: /s/ George Alvarez

        George Alvarez, CEO

EX-1

LAW OFFICES OF MARK C. FIELDS

A PROFESSIONAL CORPORATION

21515 HAWTHORNE BOULEVARD, SUITE 450

TORRANCE, CALIFORNIA 90503-6531

   (310) 540-2000

FAX (310) 540-6609 • (310) 316-0505

GREENBERG, FIELDS & WHITCOMBE, LLP*

*OF COUNSEL

SENDERS E-MAIL

April 5, 2008

LAW OFFICES OF MARK C. FIELDS

STANDARD TERMS OF ENGAGEMENT FOR LEGAL SERVICES

These Standard Terms and the engagement letter which accompany, together, our agreement ("Agreement") provide the terms on which we will perform legal services for You.  Even though these Standard Terms are not physically included in the engagement letter, they form an important part of our Agreement.  You should review these terms carefully and contact us promptly if You have any questions; and You should retain our engagement letter these Standard Terms together in your file.

1.           The Scope of Our Engagement.  You should have a clear understanding of the scope of the legal services we will provide.  If, at any time, You have any question about the scope of engagement, please raise that question promptly so that we deal with it.  We will at all times act on your behalf to the best of our ability within what we understand that scope to be.

2.           Advice and Legal Opinions.  In the course of our engagement, we will be asked to give advice on numerous matters.  Advice falls into two categories: (i) advice based on the general knowledge of law and experience of the attorney involved; (ii) advice, referred to as a Legal Opinion, expressed in a formal way after conducting as much factual and legal research as we feel necessary to assure that the advice is based on a clear understanding of the facts and reflects the most recent applicable legal authority.  Except for advice in the form of a Legal Opinion, advice will not have the benefit of the special legal and factual research which is employed in connection with giving a Legal Opinion.  Without the benefit of such special research, advice frequently will not reflect legal or factual points which would come out during the research and analysis involved in preparing a Legal Opinion.  When advice is given in Legal Opinion form, our letter shall specifically so state.  Whenever You seek advice on a matter where the results of action to be taken may have a material consequence, You should ask for the advice to be in the form of a Legal Opinion.

3.           Providing Legal Services.  Customarily, each client is served by a principal attorney contact.  The principal attorney should be someone with whom You have confidence and rapport.  You may request a change of principal attorney at any time.  Subject to the supervisory role of the principal attorney, part or all of the services performed for your account may be performed by the Firm's other attorneys and staff. Such delegation of work may be for the purpose of involving attorneys or staff with special expertise in a given area or because the person to whom the work is delegated can provide the required level of expertise at a reduced cost to You.  Our objective is to utilize the least expensive resource available to provide the level of service and expertise required.  You will be given the names of the persons being utilized on your matter(s) at any time, on request.

LAW OFFICES OF MARK C. FIELDS

A Professional Corporation

Mr. George Alvarez

April 5, 2008

Page 2

4.           Setting Fees.  In determining the amount to be charged for our services in this matter, unless we have entered into a further agreement with you to the contrary, our fees will be based upon the time expended by attorneys and paralegals in our office, calculated at their hourly rates then in effect.

We will keep accurate records of the time we devote to services on your matter(s), including conferences (both in person and over the telephone), negotiations, factual and legal research and analysis, document preparation and revision, travel, and other related matters.

On request, we will estimate the amount of fees and expenses likely to be incurred in connection with a particular matter.  In these cases, the estimate will be based on our professional judgment, but it will be with the understanding that it is not intended to be a maximum or fixed fee quotation unless it is described as such in writing.

For certain well-defined services, for example, a simple formation of a business entity, we may quote a fixed fee.  It is our policy not to accept representation on a fixed fee basis except where services are closely defined and predictable or pursuant to a special arrangement tailored to the needs of a particular matter.  Fixed fee arrangements are not binding unless specifically set forth by us in writing, signed and approved by You.

5.           Out-of-Pocket Costs and Expenses.  We incur, on behalf of our clients, a variety of external and internal expenses in the course of providing legal services.  Typical of external expenses are long distance telephone charges, third party courier and express delivery charges, outside printing and reproduction costs, filing fees, deposition and transcript costs, witness fees, travel expenses, charges made by outside experts and consultants, including accountants, appraisers, and other legal counsel (unless arrangements for direct billing have been made), and computerized legal research expenses.  Typical of internal expense are our charges for photocopying, staff messengers, and necessary overtime.  We incur expenses in the discharge of our engagement as your agent and on your behalf.  External expenses will be billed to You in the amounts of third party invoices.  Internal expenses will be billed to You at our best estimate of our cost.  External and internal expenses will appear as “Expenses Advanced” in our statement for the month in which such costs are entered into our billing system.  In certain cases this could be one or more months after the month in which the expense was incurred.

6.           Payment Terms; Late Payment Charges.  Unless otherwise agreed in writing, statements will be submitted monthly; will be dated the date issued; will be payable on receipt; and will be overdue if payment is not been received within thirty (30) days of its date.  Unless otherwise agreed in writing, it is a term of our Agreement that our statements be paid within such thirty-day period.  Damages realized by us when statements are not paid as agreed are difficult to measure and therefore we agree that a reasonable estimate of such damages is 1% per month on the overdue amount.  Accordingly, overdue amounts will be subject to a late payment charge of 1% per month.  Payments received are applied first to accrued late payment charges and then to any remaining balance outstanding.

LAW OFFICES OF MARK C. FIELDS

A Professional Corporation

Mr. George Alvarez

April 5, 2008

Page 3

7.           Disputes Over Billing Entries or Computations.  You agree to notify us in writing if You dispute the accuracy or reasonableness of any statement or any entry or computation.  If You fail to object within thirty (30) days after the date of a statement, its entries shall be deemed to be accurate and the amount billed to be fair and reasonable.

8.           Termination of Engagement by Client.  You may terminate representation at any time, with or without cause, by notice to us.  If such termination occurs, your papers and property will be returned to You promptly.  Our own files pertaining to the case will be retained by us.  Your termination of our services will not affect your responsibility for payment for legal services rendered and expenses incurred before termination and in connection with an orderly transition of the matter.

9.           Termination of Engagement by Firm.  The Firm and its attorneys are subject to the California Rules of Professional Conduct which provide the circumstances under which attorneys may unilaterally withdraw from a client engagement.  Except where withdrawal from representation is with your consent, the most important matters which require or permit us to withdraw are where (i) our continued employment will result in a violation of the Rules of Professional Conduct or the State Bar Act, (ii) it is our judgment that the strategy insisted upon by You would involve illegal or unethical conduct, (iii) your conduct makes it unreasonably difficult for us to discharge our professional responsibilities, or (iv) You breach your agreement with us with regard to payment of expenses or fees.  In litigation matters pending before a court or other tribunal, approval of the court or tribunal may also be required.  We try to identify in advance and discuss with our clients any situation which may lead to our withdrawal.  In the event we find it necessary or desirable to withdraw and the Rules of Professional Conduct and the State Bar Act permit us to do so, You agree to execute such documents, including a substitution of attorney in litigation matters, as may be necessary to consent to our doing so.  We reserve the right to withdraw from any engagement where such withdrawal is consistent with the California Rules of Professional Conduct.

10.           Additional Agreements Relating to Arbitration.  Your agreement to arbitrate disputes with the Firm is contained in the engagement letter and supplemented by the additional agreements contained in this Paragraph 10.  In connection with any arbitration of a dispute with the Firm, we agree that the arbitrator shall follow the same rules of substantive law and the same rules as to the application of such law to the facts as a California trial court judge hearing the same matter would be bound to follow and, to the extent permissible under the Rules of Professional Conduct and the State Bar Act where applicable, the following additional agreements shall apply:

• Discovery.  The parties shall be entitled to reasonable and necessary discovery in accordance with the provisions of California Code of Civil Procedure Section 1283.05.

• Findings and Conclusions.  The award shall include findings of fact and conclusions of law showing the legal and factual basis for the arbitrator's decision.

LAW OFFICES OF MARK C. FIELDS

A Professional Corporation

Mr. George Alvarez

April 5, 2008

Page 4

• Errors of Law.  The award may be entered by any court of competent jurisdiction but in connection with entry by the court shall be subject to review by such court with respect to errors of law (but not with respect to errors of fact).  In the event such court shall find that there was a material error of law in the arbitration award, the court, in the exercise of its discretion, shall correct the award and enter it or return the matter to the arbitrator for further action consistent with the determinations of the court.

11.           Further Matters.  Should you have any questions, do not hesitate to contact us.  We look forward to working with your and will do our best to justify your confidence.

Very truly yours,

Mark C. Fields,

for the firm

LAW OFFICES OF MARK C. FIELDS

A PROFESSIONAL CORPORATION

21515 HAWTHORNE BOULEVARD, SUITE 450

TORRANCE, CALIFORNIA 90503-6531

   (310) 540-2000

FAX (310) 540-6609 • (310) 316-0505

GREENBERG, FIELDS & WHITCOMBE, LLP*

*OF COUNSEL

SENDERS E-MAIL

April 5, 2008

China Tel Group, Inc.

8105 Irvine Center Drive, Suite 820

Irvine, CA  92618

Attn:   George Alvarez

Re:       Engagement of Law Offices of Mark C. Fields

Dear Mr.  Alvarez:

This will confirm and ratify the prior retention of the Law Offices Of Mark C. Fields, A Professional Corporation (the “Firm”), Of Counsel to Greenberg, Fields & Whitcombe, LLP, on behalf of China Tel Group, Inc., its predecessors, subsidiaries and affiliates (the “Company,” or “You).  We appreciate your decision to engage us for the representation described below and sets forth the terms and conditions which will apply.  This letter includes the attached Standard Terms of Engagement for Legal Services (the “Standard Terms”).  This letter and the Standard Terms are referred to collectively as our “Agreement.”  This Agreement cannot be amended, unless the amendment is set forth in writing and signed on behalf of yourself and the Firm.

LEGAL SERVICES TO BE PROVIDED

This Agreement applies to services in connection with all matters as to which we may represent You.  Mark Fields, Mark Worthge and other attorneys Of Counsel to the Firm and with Greenberg, Fields & Whitcombe, LLP will be the attorneys with principal responsibility for representing You in such engagements as may arise, from time to time.

OUR RESPECTIVE RESPONSIBILITIES

We will perform the legal services called for under this Agreement, respond promptly to your inquiries and communications, and keep You informed of the status of your matters.  It will be your responsibility to keep us apprised of facts pertinent to our representation, review and comment to us concerning documents we prepare, and pay our statements on the agreed terms.  We understand that although matters may be assigned to us by various officers of the Company, our principal contact will be Mr. Kenneth L. Waggoner, Vice President and General Counsel of the Company.

FEES, EXPENSES AND BILLING

Fees for our services will be based on time expended by our attorneys and paralegals on your behalf at their hourly rates then in effect.  Our current rates are set forth in the enclosed schedule.  Our hourly rates may be increased periodically, but only if they are increased for substantially all matters similar to our undertaking on your behalf.  When increased, unless otherwise agreed in writing, the changes will be effective for all matters from and after the effective date of the increase.  As a general rule, increases take effect only annually on January 1.

LAW OFFICES OF MARK C. FIELDS

A Professional Corporation

Mr. George Alvarez

April 5, 2008

Page 2

Expenses will be incurred for goods and services provided in aid of our representation of You.  Examples include long distance phone charges, fax charges, postage and overnight delivery fees, messenger and service fees, court reporters' charges and filing fees for which You will be billed in accordance with our standard practices.  At our choice, we may ask You to pay larger expenses directly.  We will send monthly statements indicating attorney's fees and expenses and their basis, any amounts applied from deposits, and any current balance owed.  If fees or expenses incurred are minimal, the statement may be held and combined with the next statement.  Any balance which is not paid within 30 days of the statement date will be subject to a late payment charge as provided in the Standard Terms.

DISPUTES

In the unlikely event that we have a dispute as to fees, the quality of our services, the accuracy of our advice, or any other matter arising out of our representation which we cannot resolve voluntarily,  it shall be resolved exclusively by binding arbitration rather than litigation in the court system.  We both further agree that: (i) any dispute relating solely to amounts owing under our statements shall be resolved exclusively by binding arbitration.  At your option, such arbitration may be before (a) the Los Angeles County Bar Association or the State Bar of California pursuant to California Business and Professions Code Section 6200, et seq. (as their rules may provide) or (b) the American Arbitration Association in Los Angeles, California pursuant to its Commercial Arbitration Rules in effect at the time of arbitration;  (ii) any dispute other than one relating solely to amounts owing under our statements shall be resolved exclusively by binding arbitration before the American Arbitration Association in Los Angeles, California, pursuant to its Commercial Arbitration Rules in effect at the time of arbitration; and  (iii) Arbitration of disputes shall be subject to the additional agreements relating to arbitration which are contained in Paragraph 10 of the Standard Terms.

CONCLUSION

If You agree that this letter and the Standard Terms accurately reflect the terms of our Agreement, please sign, insert the client taxpayer I.D. or social security number, as applicable, below your signature, and return this executed letter by fax, e-mail, or overnight mail; if You do not agree or have any questions, please let us know promptly.  .  If we do not hear from You promptly to the contrary and You continue to use our services, this letter and the Statement of Terms will be our Agreement and will be binding upon both of us.

LAW OFFICES OF MARK C. FIELDS

A Professional Corporation

Mr. George Alvarez

April 5, 2008

Page 3

We appreciate the opportunity to be of service and look forward to working with You.

	Very truly yours,
	Mark C. Fields, for the firm
cc:  Kenneth L. Waggoner, Esq.
The foregoing is agreed to.	China Tel Group, Inc.
Dated
	By: George Alvarez

LAW OFFICES OF MARK C. FIELDS

A Professional Corporation

Mr. George Alvarez

April 5, 2008

Page 4

SCHEDULE OF BILLING RATES

Richard C. Greenberg	$	425.00
Mark C. Fields	$	425.00
Derrick K. Takeuchi	$	425.00
John D. Whitcombe	$	425.00
Michael J. Gibson	$	375.00
Mark K. Worthge	$	375.00
Samantha F. Lamberg	$	375.00
Leonard Grayver	$	325.00
Michael J. Weinberger	$	300.00