0001019687-12-000903.txt : 20120309 0001019687-12-000903.hdr.sgml : 20120309 20120309171532 ACCESSION NUMBER: 0001019687-12-000903 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120305 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120309 DATE AS OF CHANGE: 20120309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VelaTel Global Communications, 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52095 FILM NUMBER: 12681567 BUSINESS ADDRESS: STREET 1: 12526 HIGH BLUFF DRIVE, STE 155 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 760-230-8986 MAIL ADDRESS: STREET 1: 12526 HIGH BLUFF DRIVE, STE 155 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: China Tel Group Inc DATE OF NAME CHANGE: 20080515 FORMER COMPANY: FORMER CONFORMED NAME: Mortlock Ventures Inc. DATE OF NAME CHANGE: 20060327 8-K 1 velatel_8k.htm FORM 8-K velatel_8k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
 
March 5, 2012
 
Date of Report (date of Earliest Event Reported)
 
VELATEL GLOBAL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
         
NEVADA
  
000-52095
  
98-0489800
(State or Other Jurisdiction of
Incorporation or Organization)
  
(Commission File No.)
  
(I.R.S. Employer
Identification No.)

12526 High Bluff Drive, Suite 155, San Diego, CA 92130
 (Address of principal executive offices and zip code)
 
(760) 230-8988
(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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 Agreements

On March 5, 2012, VelaTel Global Communications, Inc., a Nevada corporation and the registrant responsible for the filing of this Form 8-K (“Company”), granted a Line of Credit Promissory Note to Weal Group, Inc. (“Weal Note”) in the principal amount of $1,052,631.50.  The disbursement amount of the Weal Note is $1,000,000.000.  Weal will retain a 5% Holdback as a set-up fee and compensation for Weal’s due diligence.  The difference between the disbursement amount and the principal amount represents the 5% Holdback fee.  The Maturity Date of the Weal Note is March 5, 2013.  The Company may prepay the Weal Note in whole or in part prior to its Maturity Date without penalty.  The Weal Note bears interest on its principal amount at 10% per annum.  The Weal Note provides:
 
Contemporaneously with the execution of the Weal Note, Borrower is maker on a Note with Isaac Organization, Inc. (“Isaac Note”).  The Isaac Note provides that Borrower and Isaac agree to add a conversion feature granting Isaac an option to convert all or a portion of the balance of principal and interest due under the Isaac Note to shares of Borrower’s Series A common stock (“Shares”).  The details of the conversion feature will be agreed to between the Parties when Borrower has additional authorized Shares available for issuance.  Upon such amendment or substitution of the Isaac Note, Borrower agrees to amend or substitute the Weal Note with an amended Weal Note containing identical conversion features to the amended or substituted Isaac Note.
 
A complete copy of the Weal Note is attached to this Form 8-K as Exhibit 10.1.
 
Item 9.01                      Exhibits
 
10.1
  
Line of Credit Promissory Note from VelaTel Global Communications to Weal Group, Inc.
     
 
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.
 
  VelaTel Global Communications, Inc.,  
       
Date: March 9, 2012
By:
/s/ George Alvarez  
    Name: George Alvarez  
    Title: Chief Executive Officer  
       
EX-10.1 2 velatel_ex1001.htm PROMISSORY NOTE velatel_ex1001.htm
Exhibit 10.1
 
LINE OF CREDIT PROMISSORY NOTE
 

 
$1,052,631.50
Date: March 5, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Weal Group, Inc. (“Lender”) the sum of up to One Million Fifty-Two Thousand Six Hundred Thirty-One and 50/100 U.S. Dollars (“Principal Amount”), together with interest at the rate of 10% per annum from the date hereof.

From each disbursement, Lender shall retain 5% of the amount requested (“Holdback”) as a set-up fee and compensation for Lender’s due diligence in connection with this Note.  Each Holdback shall, nonetheless, be added to the principal balance and shall accrue interest along with the amount actually disbursed and outstanding from time to time.  The principal sum of this Note includes a Holdback on total potential disbursements of up to $1,000,000.00, or so much thereof as may be disbursed by Lender to Borrower, and includes $265,144.35 previously disbursed by Lender to Borrower at various times.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on the first anniversary from the date hereof (“Maturity Date”).  Borrower may prepay this Note in whole or in part prior to the Maturity Date without penalty.  Any partial payments shall be applied first to costs of collection incident to any event of default, then to interest accrued but unpaid, then to reduction of the Principal Amount.  All interest on this Note shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Should this Note be placed in the hands of an attorney for collection, Borrower promises to pay such reasonable attorney fees and other costs of collection as Lender may incur, whether or not suit is brought.  Borrower hereby waives demand, presentment, notice of dishonor, diligence in collecting, grace and notice of protest.

Borrower is maker on a Note with Isaac Organization, Inc. (“Isaac Note”).  The Isaac Note provides that Borrower and Isaac agree to add a conversion feature granting Isaac an option to convert all or a portion of the balance of principal and interest due under the Isaac Note to shares of Borrower’s Series A common stock (“Shares”).  The details of the conversion feature will be agreed to between the Parties when Borrower has additional authorized Shares available for issuance.  Upon such amendment or substitution of the Isaac Note, Borrower agrees to amend or substitute this Note with a Note containing identical conversion features to the amended or substituted Isaac Note.

VELATEL GLOBAL COMMUNICATIONS, INC.



By /s/ George Alvarez            
     George Alvarez, its Chief Executive Officer