chtl_8ka-030909.htm

0001019687-10-001391.txt : 20100413 0001019687-10-001391.hdr.sgml : 20100413 20100413120806 ACCESSION NUMBER: 0001019687-10-001391 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090309 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100413 DATE AS OF CHANGE: 20100413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Tel Group Inc CENTRAL INDEX KEY: 0001357531 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 980489800 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52095 FILM NUMBER: 10746542 BUSINESS ADDRESS: STREET 1: 12520 HIGH BLUFF ROAD STREET 2: SUITE 145 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-259-6614 MAIL ADDRESS: STREET 1: 12520 HIGH BLUFF ROAD STREET 2: SUITE 145 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: Mortlock Ventures Inc. DATE OF NAME CHANGE: 20060327 8-K/A 1 chtl_8ka-030909.htm CHINA TEL GROUP, INC. chtl_8ka-030909.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

FORM 8-K

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.)

12520 High Bluff Drive, Suite 145, San Diego, CA 92130

(Address of principal executive offices and zip code)

858-259-6614

(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”). The Note has previously been amended by First Amendment and Second Amendment reported by amended Form 8-K filings made March 5, 2010 and March 18, 2010, respectively.

On April 9, 2010, the Company and Trussnet HK executed a Third Amendment to the Note, the effect of which is to extend the maturity date of the Note until May 8, 2010. A copy of the Third Amendment is attached as Exhibit 99.1 to this amended Form 8-K.

Item 9.01 Exhibits.


99.1		Third Amendment to Stock Purchase Agreement between ChinaTel Group, Inc. and Trussnet Capital Partners (HK) Ltd.

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: April 12, 2010	By:	/s/ George Alvarez
		Name: George Alvarez
		Title: Chief Executive Officer

EX-99.1 2 chtl_8ka-ex9901.htm THIRD AMENDMENT TO PROMISSORY NOTE chtl_8ka-ex9901.htm

Exhibit 99.1

THIRD AMENDMENT TO PROMISSORY NOTE

This Third Amendment to Promissory Note ("Third Amendment"), effective as of April 9, 2010 ("Effective Date"), amends and supplements the terms and conditions of that certain Promissory Note dated March 9, 2009 ("Note") between China Tel Group, Inc., a Nevada corporation ("Maker"), and Trussnet Capital Partners (HK) Ltd., a Hong Kong limited liability company ("Payee"), in the original principal amount of US$191,000,000 ("Original Principal Amount"), as previously amended by the First Amendment to Promissory Note, effective as of March 5, 2010 ("First Amendment"), and the Second Amendment to Promissory Note, effective as of March 16, 2010.

RECITALS

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

B. Maker and Payee desire to extend the due date under the Note by thirty (30) days as contemplated in the First Amendment and the Second Amendment

AGREEMENT

1. Section 2 of the Note entitled Maturity Date is amended to May 8, 2010. Payee shall be entitled to an extension fee equal to one percent (1%) of the Amended Principal Balance for the extension, which extension fee shall automatically be added to the Amended Principal Balance.

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

3. Except as expressly modified by the Third Amendment, all other terms and conditions of the Note, the First Amendment, and the Second Amendment remain in full force and effect.

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

MAKER:	PAYEE:

CHINA TEL GROUP, INC.	TRUSSNET CAPITAL PARTNERS (HK) LTD.


By: /s/ George Alvarez	By: /s/ Colin Tay
George Alvarez, its CEO	Colin Tay, its President