8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

March 9, 2009

Date of Report (date of Earliest Event Reported)

CHINA TEL GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

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

8105 Irvine Center Drive, Suite 820, Irvine, CA 92618

 (Address of principal executive offices and zip code)

(949) 585-0222

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                      Entry into Material Definitive Agreement.

On March 9, 2009, ChinaTel Group, Inc., a Nevada corporation (“Company”) filed a Form 8-K to report it had entered into an Asset Purchase Agreement with Trussnet Capital Partners (HK) Ltd., a Hong Kong limited liability company (“Trussnet HK”), which included a Promissory Note from the Company to Trussnet HK in the amount of $191,000,000 (“Note”).

On March 5, 2010, the Company and Trussnet HK entered into a First Amendment to Promissory Note (“First Amendment”) which amends and supplements the terms and conditions of the Note.  The substantive terms of the First Amendment include the following:

(i) The Company made a $2,000,000 partial payment of interest due on the Note; (ii) the remaining $13,280,000 of accrued interest is added to the principal Note balance; (iii) the interest rate on the amended principal balance is increased from 8% to 10% per annum; (iv) the maturity date of the Note is extended from March 9, 2010 to April 10, 2010 in exchange for an extension fee equal to 1% to be added to the amended principal balance of the Note; (v) the Company may request five additional thirty (30) day extensions with additional 1% extension fees to be added to the amended principal balance of the Note for each extension request Trussnet HK approves; (vi) Trussnet HK has the option to accept any or all of the amount due in the form of the Company’s Series A common stock at a price of 80% of the ten day weighted average closing price as of the extended maturity date of the Note; (vii) the Company is relieved of the obligation under the Note to apply all net proceeds of any equity or debt financing in excess of commissions and offering expenses towards repayment of the Note; and (viii) Trussnet HK waives any event of default that may have occurred prior to the effective date of the First Amendment.

A fully executed copy of the First Amendment is attached as Exhibit 99.1 to this Form 8-K.

On March 5, 2010, the Company issued a press release announcing, among other corporate events, the execution of the First Amendment as described above.  A copy of the press release is attached hereto and incorporated by reference herein as Exhibit 99.2.

Item 9.01                      Exhibits.

99.1	First Amendment to Stock Purchase Agreement between ChinaTel Group, Inc. and Trussnet Capital Partners (HK) Ltd.
99.2	Press Release dated March 5, 2010

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA TEL GROUP, INC.
Date:  March 5, 2010	By:	/s/ George Alvarez
		Name:  George Alvarez
		Title:    Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

FIRST AMENDMENT TO PROMISSORY NOTE

This First Amendment to Promissory Note (“Amendment”) is hereby made effective as of March 5, 2010 (“Effective Date”) to amend and supplement the terms and conditions of that certain Promissory Note dated March 9, 2009 between China Tel Group, Inc., a Nevada corporation (“Maker”), and Trussnet Capital Partners (HK) Ltd., a Hong Kong limited liability company (“Payee”), in the principal amount of US$191,000,000 (“Note”).

RECITALS

A. The amount of interest accrued and unpaid under the Note totals US$13,280,000 as of March 9, 2010, after accounting for US$2,000,000 paid as of March 5, 2010 (“Accrued Interest”).

B. Payee has not assigned any of its beneficial interest in the Note and is the holder of all right, title and interest under the Note.

C. Maker and Payee desire to amend certain terms of the Note, including extending its maturity date, in exchange for additional consideration hereinafter described.

AGREEMENT

1. Payee acknowledges receipt of US$2,000,000 as partial payment of interest due under the Note.

2. As of the date of this Amendment, the Accrued Interest shall be added to principal reflecting an outstanding principal balance on the Note of US$204,280.000 (“Amended Principal Balance”).

3. Section 1. of the Note entitled Interest is amended to provide commencing upon the Effective Date, interest on the Amended Principal Balance shall accrue at the rate of Ten Percent (10%) per annum.

4. Section 2. of the Note entitled Maturity Date is amended to provide for the extension of the Maturity Date of the Note to April 9, 2010.  Payee shall be entitled to an extension fee equal to one percent (1%) of the Amended Principal Balance for the extension. Upon notice to Maker by Payee, Maker shall have the right to request further extension of the Maturity Date for five (5) additional thirty (30) day periods for an extension fee of one percent (1%) of the then Amended Principal Balance for each thirty (30) day extension.  Within five (5) days of Maker giving a notice of the request to extend the Maturity Date, an extension fee of one percent (1%) shall automatically be added to the Amended Principal Balance unless Payee rejects the request to extend by written notice to Maker within five (5) days of Maker’s request.

5. Payee shall have the right to elect to receive payment of the obligations owed by Maker under the Note, as amended, in U.S. Dollars, or shares of Series A common stock of Maker issued to Payee at eighty percent (80%) of the ten day weighted average closing price of Maker’s shares of common stock as quoted on the OCTBB as of the Maturity Date as extended (“Share Calculation”), or a combination of U.S. Dollars and shares of Series A common stock of Maker as calculated by the Share Calculation as directed by Payee.  If Payee elects to receive payment in the form of shares of Series A common stock of Maker, the Series A shares issued to Payee by Maker will not have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under such act and applicable state securities laws or an applicable exemption from those registration requirements.

6. Section 5.(b) of the Note is deleted and shall have no further force and effect.

7. Maker shall have the right, but not the obligation, without penalty, to pay Payee, in part or in full, the obligations due under the Note and the Amendment at any time.

8. Payee waives enforcement of any event of default described in Section 7 of the Note entitled Events of Default that may have occurred prior to the Effective Date of this Amendment.

9. For purposes of delivering any notice required or permitted under the Note, Maker’s address is amended to 12520 High Bluff Road, Suite 145, San Diego, California 92130 and Payee’s address is amended to Room M202 Haleson Building, 1 Jubilee Street, Central, Hong Kong.

10. Payee shall physically affix this Amendment to the Note and shall not seek to endorse, negotiate or otherwise assign the Note separate from this Amendment.

11. Except as expressly modified by this Amendment, all other terms and conditions of the Note remain in full force and effect.

MAKER:		PAYEE:
CHINA TEL GROUP, INC.		TRUSSNET CAPITAL PARTNERS (HK) LTD.
By:	/s/ George Alvarez	By:	/s/ Colin Tay
	George Alvarez		Colin Tay
	CEO		President

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EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE:

CHINATEL ANNOUNCES AMENDMENTS TO STOCK PURCHASE AGREEMENTS AND RECEIPT $10 MILLION IN ACCORDANCE WITH AMENDED AGREEMENTS

IRVINE, CA –March 5, 2010 – ChinaTel Group, Inc. (ChinaTel) (OTCBB: CHTL), a leader in high speed wireless broadband and telecommunications infrastructure engineering and construction services, today announced it has entered into amendments to its Stock Purchase Agreements (SPA) with Excel Era Limited (Excel) and Isaac Organization (Isaac) and that it has received $10 million from Isaac.  The amendments are the result of extensive negotiations between Isaac, Excel and ChinaTel resulting from Isaac’s desire to acquire an increased stake in ChinaTel, and at the request of both investors, for ChinaTel to obtain an extension of an outstanding ChinaTel promissory note related to ChinaTel’s right to acquire a 49% stake in Chinacomm Cayman.

Concurrent with the receipt of funds, Isaac will acquire an additional 53.2 million shares, bringing its total holdings to 24%, or 106.4 million shares of ChinaTel series A common stock.  To accommodate Isaac’s desire to become a larger shareholder in ChinaTel, Excel agreed to reduce its shares to 106.4 million shares of ChinaTel’s series A common stock, leaving it with an equal 24% of ChinaTel’s shares.

Under the terms of its SPA Amendment, Excel will pay an installment of $239 million by March 31; 2010 and the remaining balance of $80 million by December 31, 2010.  Under its SPA Amendment, Isaac elected to accelerate its second installment payment of $10 million to March 5, 2010, instead of March 31, 2010 as called for under the original SPA.  Isaac will pay an additional $20 million by March 31, 2010; $129 million by June 1, 2010; $80 million by September 30, 2010; and the balance of $80 million by December 31, 2010.  The dates and amounts of each investor’s installment payments were structured to meet the existing needs of ChinaTel’s wireless broadband network deployment schedule.

George Alvarez, ChinaTel’s CEO, stated, “It is gratifying to have investors that openly support our business.  We look forward to putting these funds to work immediately.  The $10 million received today provides us with the necessary capital to begin immediately moving forward with our existing network deployment.”

“We are excited by this increased opportunity to invest in ChinaTel.  We strongly believe in the prospects that lie ahead for the Company and want to demonstrate our support to management and shareholders by accelerating our second installment payment and doubling our investment to 24%.  ChinaTel is at an inflection point in its development, and we are fully committed to supporting the Company as it moves forward with its aggressive deployment schedule,” commented Tony Isaac, CEO of Isaac.

Proceeds from the contracts primarily will be used to expand and deploy wireless broadband networks worldwide and to pay off existing convertible note holders.  Full details of the transactions are available on Form 8-K filed with SEC at www.sec.gov; subsequent payments will be reported on SEC Form 8-K.

About ChinaTel Group, Inc.

ChinaTel Group, Inc. (ChinaTel), through its controlled subsidiaries, provides fixed telephony, conventional long distance, high-speed wireless broadband and telecommunications infrastructure engineering and construction services.  ChinaTel is presently building, operating and deploying networks in Asia and South America: a 3.5GHz wireless broadband system in 29 cities across the People’s Republic of China (PRC) with and for CECT-Chinacomm Communications Co., Ltd., a PRC company that holds a license to build the high speed wireless broadband system, and a 2.5GHz wireless broadband system in cities across Peru with and for Perusat, S.A., a Peruvian company that holds a license to build high speed wireless broadband systems.  ChinaTel’s vision remains clear: (i) to acquire and operate wireless broadband networks in key markets throughout the world; (ii) to deliver a new world of communications; and (iii) to invest in building long-lasting relationships with customers and partners to lead the broadband industry in customer service and responsiveness.  Its strategy is to build leading-edge IP-leveraged solutions advanced by its worldwide infrastructure and leadership in emerging markets.  www.ChinaTelGroup.com

Safe Harbor Statement

This press release contains forward-looking statements that involve risks and uncertainties.  Actual results, events and performances could vary materially from those contemplated by these forward-looking statements.  These statements involve known and unknown risks and uncertainties, which may cause the Company's actual results, expressed or implied, to differ materially from expected results.  These risks and uncertainties include, among other things, product demand and market competition.  You should independently investigate and fully understand all risks before making an investment decision.

Contacts:

Retail Investors

Tim Matula

ChinaTel Group, Inc.

Investor Relations

(Toll Free) 1-877-260-9170

investors@chinatelgroup.com

Institutional Investors and Media

KCSA Strategic Communications Contacts:

Investors:

Todd Fromer / Marybeth Csaby

212-896-1215 / 212-896-1236

tfromer@kcsa.com / mcsaby@kcsa.com

Media:

Lewis Goldberg

212-896-1216

lgoldberger@kcsa.com

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