8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM 8-K

CURRENT REPORT

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

February 9, 2010

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 February 9, 2010, China Tel Group, Inc., a Nevada corporation (“Company”) filed a Form 8-K in regards to the Company entering into two (2) stock purchase agreements.  The Company amended the Form 8-K on February 16, 2010 to: (i) correct an inaccuracy that was reported on such Form 8-K filed on February 9, 2010; and (ii) report that one of the two stock purchase agreements has been amended (“Excel Amendment 1”).  Other than the subsequent amendments as noted below, the complete Form 8-K filed on February 9, 2010 and the Form 8-K amendment filed on February 16, 2010 shall remain in full force and effect.

On March 5, 2010, the Company and Excel Era Limited, a Hong Kong corporation (“Excel”) entered into a Second Amendment to Stock Purchase Agreement (“Second Excel Amendment”), the effect of which is to amend the terms of the Stock Purchase Agreement previously entered into between the parties on February 9, 2010 (“Excel Agreement”) and the subsequent amendment dated February 16, 2010 (“First Excel Amendment”).  The substantive terms of the Second Excel Amendment provide as follows:

The number of shares of the Company’s Class A common stock to be purchased by Excel is reduced from 159,599,803 (representing 36% of the total issued and outstanding shares) to 106,399,869 (representing 24% of the total issued and outstanding shares).  The total purchase price is reduced from $480,000,000 to $320,000,000, and the installment dates and amounts are amended such that, in addition to $1,000,000 paid at closing on February 9, 2010, $239,000,000 is due on or before March 31, 2010; and $80,000,000 is due on or before December 31, 2010.  The number of shares Excel is prohibited from transferring and which are subject to return or cancellation upon failure to make any installment when due is adjusted to maintain the same ratio as each paid and unpaid installments bear to the total amended purchase price.

A fully executed copy of the Second Excel Amendment is attached hereto and incorporated by reference herein as Exhibit 99.1 to this Form 8-K.

On February 9, 2010, the Company and Isaac Organization, Inc., a Canadian corporation (“Isaac”), entered into a Stock Purchase Agreement (“Isaac Agreement”).  On March 5, 2010, the Company and Isaac entered into an Amendment to Stock Purchase Agreement (“First Isaac Amendment”), the effect of which is to amend the terms of the Isaac Agreement.  The substantive terms of the First Isaac Amendment provide as follows:

The number of shares of the Company’s Class A common stock to be purchased by Isaac is increased from 53,199,934 (representing 12% of the total issued and outstanding shares) to 106,399,869 (representing 24% of the total issued and outstanding shares).  The total purchase price is increased from $160,000,000 to $320,000,000.  The installment dates and amounts are amended such that, in addition to $1,000,000 paid at closing on February 9, 2010, $10,000,000 is due at the execution of the First Isaac Amendment on March 5, 2010; $20,000,000 is due on or before March 31, 2010; $129,000,000 is due on or before June 1, 2010; $80,000,000 is due on or before September 30, 2010; and $80,000,000 is due on or before December 31, 2010. The number of shares Isaac is prohibited from transferring and which are subject to return or cancellation upon failure to make any installment when due is adjusted to maintain the same ratio as each paid and unpaid installments bear to the total amended purchase price.

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A fully executed copy of the First Isaac Amendment is attached hereto and incorporated by reference herein as Exhibit 99.2 to this Form 8-K.

As of March 5, 2009, the Company has received the payment of the $10,000,000 payment called for upon execution of the First Isaac Amendment.

Finally, as of March 5, 2010, the Company issued a press release announcing the signing of the Second Excel Amendment and the First Isaac Amendment, and the receipt of the payment called for upon execution of the First Isaac Amendment.  A copy of the press release is attached hereto and incorporated by reference herein as Exhibit 99.3 to this Form 8-K.

 Item 9.01                      Exhibits.

99.1	Second Amendment to Stock Purchase Agreement between ChinaTel Group, Inc. and Excel Era Limited
99.2	First Amendment to Stock Purchase Agreement between China Tel Group, Inc. and Isaac Organization, Inc.
99.3	Press Release

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

Second Amendment To Stock Purchase Agreement

This Second Amendment to Stock Purchase Agreement (“Second Amendment”), effective as of March 5, 2010, amends that certain Stock Purchase Agreement effective February 9, 2010 (“Agreement”) and previously amended effective February 15, 2010 (“First Amendment”) between China Tel Group, Inc., a Nevada corporation (“Company”), and Excel Era Limited, a Hong Kong corporation (“Purchaser”).

The following sections of the Agreement and the First Amendment are amended as follows:

1.1           Sale and Issuance of Series A Common Stock.

Pursuant to the Agreement, the Company has issued and delivered to the Purchaser at the Closing of the Agreement 159,599,803 Shares (“Original Shares”).  The Purchaser authorizes the Company to cause the certificate representing the Original Shares to be cancelled and to instead issue the Purchaser a certificate for 106,399,869 Shares (“Amended Purchased Shares”), which represents twenty-four percent (24%) of the total Shares.

2.1           Purchase Price.

The purchase price (“Amended Purchase Price”) for the Amended Purchased Shares is $320,000,000.  The Amended Purchase Price is payable as follows: $1,000,000 previously paid at the Closing of the Agreement (“First Installment”); $239,000,000 on or before March 31, 2010 (“Second Installment”); and $80,000,000 on or before December 31, 2010 (“Third Installment”).

6.7           Default by the Purchaser.

The Purchaser shall not sell, transfer, distribute or otherwise convey more than the following number of the Purchased Shares prior to the payment to the Company of each of the following Installments:  no Shares prior to the Second Installment; and 70,933,246 Shares prior to the Third Installment.  If the Purchaser fails to pay any installment as required by this Second Amendment, the Purchaser shall return to the Company the following number of the Amended Purchased Shares, and the Purchaser shall not be obligated to pay nor the Company to accept any subsequent Installment: 106,399,869 Shares upon failure to pay the Second Installment; or 35,466,623 Shares upon failure to pay the Third Installment, respectively, as the case may be.  The Purchaser also agrees that, should the Purchaser fail to return said Shares to the Company on or before the applicable date described in this Section 6.7, the Company may cancel said Shares without further notice to the Purchaser, and the Purchaser shall thereby forfeit any and all rights it would otherwise have as the owner of said Shares.

Except as expressly amended, all other terms of the Agreement remain in full force and effect.

This Second Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Second Amendment and all of which, when taken together, shall be deemed to constitute one and the same Amendment.

COMPANY:		PURCHASER:
CHINATEL GROUP, INC.		EXCEL ERA LIMITED
By:	/s/ George Alvarez	By:	/s/ Tsuing-Hsi (Charles) Wang
	George Alvarez		Tsuing-Hsi (Charles) Wang
	Chief Executive Officer		President

EX-99.2

EXHIBIT 99.2

First Amendment To Stock Purchase Agreement

This First Amendment to Stock Purchase Agreement (“First Amendment”), effective as of March 5, 2010, amends that certain Stock Purchase Agreement, effective as of February 9, 2010, (“Agreement”) between China Tel Group, Inc., a Nevada corporation (“Company”), and Isaac Organization, a Canadian corporation organized under the laws of Ontario (“Purchaser”).

The following sections of the Agreement are amended as follows:

1.1           Sale and Issuance of Series A Common Stock.

Pursuant to the Agreement, the Company has issued and delivered to the Purchaser at the Closing of the Agreement 53,199,934 Shares (“Original Shares”).  In addition, the Company shall cause to be issued and delivered to the Purchaser, and the Purchaser agrees to also Purchase, 53,199,934 additional Shares (“Additional Shares”).  The aggregate of the Original Shares and the Additional Shares total 106,399,869 Shares (“Amended Purchased Shares”), which represents twenty-four percent (24%) of the total Shares.

2.1           Purchase Price.

The purchase price (“Amended Purchase Price”) for the Amended Purchased Shares is $320,000,000.  The Amended Purchase Price is payable as follows: $1,000,000 previously paid at the Closing of the Agreement (“First Installment”); $10,000,000 paid upon the execution of this First Amendment (“Second Installment”); $20,000,000 on or before March 31, 2010 (“Third Installment”); $129,000,000 on or before June 1, 2010 (“Fourth Installment”); $80,000,000 on or before September 30, 2010 (“Fifth Installment”); and $80,000,000 on or before December 31, 2010 (“Sixth Installment”).

6.7           Default by the Purchaser.

The Purchaser shall not sell, transfer, distribute or otherwise convey more than the following number of the Amended Purchased Shares prior to the payment to the Company of each of the following Installments: no Shares prior to the Second Installment; 3,657,495 Shares prior to the Third Installment; 10,307,487 prior to the Fourth Installment; 53,199,934 prior to the Fifth Installment; and 70,933,246 prior to the Sixth Installment.  If the Purchaser fails to pay any Installment as required by this First Amendment, the Purchaser shall return to the Company the following number of the Amended Purchased Shares, and the Purchaser shall not be obligated to pay nor the Company to accept any subsequent Installment: 102,742,374 Shares upon failure to pay the Second Installment; 96,092,382 Shares upon failure to pay the Third Installment; 53,199,934 upon failure to pay the Fourth Installment; or 35,466,623 upon failure to pay the Fifth Installment, respectively, as the case may be.  The Purchaser also agrees that should the Purchaser fail to return said Shares to the Company on or before the applicable date described in this Section 6.7, the Company may cancel said Shares without further notice to the Purchaser, and the Purchaser shall thereby forfeit any and all rights it would otherwise have as the owner of said Shares.

Except as expressly amended by this First Amendment, all other terms of the Agreement remain in full force and effect.

This First Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this First Amendment and all of which, when taken together, shall be deemed to constitute one and the same Amendment.

COMPANY:		PURCHASER:
CHINATEL GROUP, INC.		ISAAC ORGAINIZATION
By:	/s/ George Alvarez	By:	/s/ Tsuing-Hsi (Charles) Wang
	George Alvarez		Antonios Isaac
	Chief Executive Officer		Chief Executive Officer

EX-99.3

EXHIBIT 99.3

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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