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  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	204,861 Shares	.95	$194,618.46	$7.65

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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.

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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
99.1	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

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(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.

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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 February 9, 2009.

CHINA TEL GROUP, INC.
By:	/s/ George Alvarez
	George Alvarez, CEO

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EX-99.1

EXHIBIT 99.1

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

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

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

	Very truly yours,
	/s/ Mark C. Fields
	By:  Mark C. Fields, for the firm
cc:  Kenneth L. Waggoner, Esq.
The foregoing is agreed to.
	China Tel Group, Inc.
Dated:  April 5, 2008	/s/ George Alvarez
	By: George Alvarez

LAW OFFICES OF MARK C. FIELDS

A Professional Corporation

Mr. George Alvarez

April 5, 2008

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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