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))

CONSULTING 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	1,000,000 Shares	.95	$950,000	$37.34

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, 208, October 23, 2008, November 6, 2008 and February 26, 2009, 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, as amended on August 29, 2008, including all material incorporated references therein and all amendments thereto.

(e)       Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2008 filed November 18, 2008, including all material incorporated references therein and all amendments thereto.

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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 Shai Bar-Lavi, consultant to the Registrant, for certain consulting 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
10.1	Agreement with Shai Bar-Lavi

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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.

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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 March 2, 2009.

CHINA TEL GROUP, INC.

BY:  /s/ George Alvarez                                      

        George Alvarez, CEO

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EX-10.1

Exhibit 10.1

October 14th 2008

STRICTLY CONFIDENTIAL

Mr. George Alvarez

Chairman & C.E.O.

ChinaTel

______________________

______________________

Dear Mr. George Alvarez;

Pursuant to our discussions, this letter sets forth an agreement (the "Agreement") between ChinaTel, it's representatives, successors, assigns, and heirs ("ChinaTel" or "the Company") and Shai Bar-Lavi ("Shai") it's representatives, successors, assigns, and heirs with respect to an arrangement to pay Shai a fee related for its role as an advisor to the Chairman & CEO for 36 month including but not limited to introducing the Company to a potential acquisitions, joint ventures, business developments, representing the company in events, meetings etc.

It is understood and acknowledged by Shai and the Company that for the date this Agreement is entered into, and for 36 month thereafter, the relationship between Shai and the Company shall be non exclusive.

The Parties agree not to circumvent, bypass or obviate each other, either directly or indirectly, for any reason, or to avoid the payment of any fees which may be due any of the parties in this transaction, or to unilaterally pursue any project, information or business contact disclosed by any of the Parties to each other.

A.  Fees and Expenses. In connection with the Services described above, the Company shall pay to Shai the following compensation:

1.  Consultant shall receive a fee equal to the total of 3.5M S8 shares of the company in three (3) installments during the first quarter of 2009 (1 M in January 2009, 1M in February 2009 and the balance in March 2009, which shares shall be deemed immediately fully paid and non-assessable.)

2.  Expenses. In addition to any fees payable to Shai hereunder, the Company hereby agrees to reimburse Shai for all reasonable travel and other out-of-pocket expenses incurred in connection with Shai's engagement. Such reimbursement shall be limited to $_,000 per month with the prior written approval by the Company.

B.Use of Information. The Company will furnish Shai such written information as Shai reasonably requests in connection with the performance of its services hereunder. The Company understands, acknowledges and agrees that, in performing its services hereunder, Shai will use and rely entirely upon such information as well as publicly available information regarding the Company and other potential parties to an Offering and that Shai does not assume responsibility for independent verification of the accuracy or completeness of any information, whether publicly available or otherwise furnished to it, concerning the Company or otherwise relevant to an Offering, including, without limitation, any financial information, forecasts or projections considered by Shai in connection with the provision of its services.

C.Indemnity. In connection with the Company's engagement of Shai as agent, the Company hereby agrees to indemnify and hold harmless Shai and its Affiliates, and the respective controlling persons, directors, officers, shareholders, agents and employees of any of the foregoing (collectively the "Indemnified Persons"), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable fees and expenses of counsel), (collectively a "Claim"), which are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company's engagement of Shai, or (B) otherwise relate to or arise out of Shai's activities on the Company's behalf under Shai's engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim, which is finally judicially determined to have resulted from the gross negligence or willful misconduct of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company's engagement of Shai except for any Claim incurred by the Company as a result of such Indemnified Person's gross negligence or willful misconduct. The Company's indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Party may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.

D.Governing Law, This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. Any disputes which arise under this Agreement, even after the termination of this Agreement, will be heard only in the state.or federal courts located in the City of New York, State of New York. The parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and State of New York. In the event of the bringing of any action, or suit by a party hereto against the other party hereto, arising out of or relating to this Agreement, the party in whose favor the final judgment or award shall he entered shall be entitled to have and recover from the other party the costs and expenses incurred in connection therewith, including its reasonable attorneys' fees. Any rights to trial by jury with respect to any such action, proceeding or suit are hereby waived by Shai and the Company.

E.Notices. All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or fax, if sent to Oded Steiff Adv, at blip Tower, 17 Yizhak Sade St., Tel Aviv 67775, Israel, or via fax number -P972 (3) 6252443. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemed received on the date of the relevant written record of receipt, and notices deliver by fax shall be deemed received as of the date and time printed thereon by the fax machine.

F.Miscellaneous. This Agreement shall not be modified or amended except in writing signed by Shai and the Company. This Agreement shall be binding upon and inure to the benefit of Shai and the Company and their respective assigns, successors, and legal representatives. This Agreement constitutes the entire agreement of Shai and the Company with respect to the subject matter hereof and supersedes any prior agreements. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts (including facsimile counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

In acknowledgment that the foregoing correctly sets forth the understanding reached by Shat and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above.

Accepted and Agreed:	Very truly yours,
CbinaTel	Shat Bar-Lavi
By:  /s/ George Alvarez	By:  /s/ Shai Bar-Lavi
Name: George Alvarez	Name:  Shai Bar-Lavi
Title: Chairman & C.E.O.