8-K

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

April 25, 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) 230-8986

(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

Amended and Restated Loan Agreement with Isaac Organization, Inc.

On April 25, 2012, VelaTel Global Communications, Inc., a Nevada corporation and the registrant responsible for the filing of this Form 8-K (“Company”), entered into an Amended and Restated Loan Agreement (“Amendment”) with Isaac Organization, Inc. (“Isaac”).  The Amendment amends the Agreement to Extend and Increase First Line of Credit Loan Agreement and Promissory Note, Cancel Stock Purchase Agreement, and Grant Option in VN Tech Agreement (“Extension Agreement”) entered into between the Company and Isaac on February 23, 2012, the terms of which the Company reported on Form 8-K filed February 29, 2012.  The Extension Agreement extended the maturity and increased the credit limit of a Line of Credit Loan Agreement and Promissory Note (“First Note”) entered into between the Company and Isaac on July 1, 2011.  Pursuant to the Extension Agreement, the principal balance of the Extended First Note was $7,425,101.71 as of February 23, 2012, plus interest at the rate of 10% per annum from that date.  The maturity date of the Extended First Note was June 30, 2012.

Under the Amendment, the Extended First Note is cancelled and substituted for fourteen promissory notes in the principal amount of $500,000.00 each (“Amended Isaac Note #1 through Amended Isaac Note #14,” respectively), plus one promissory note in the amount of $425,101.71 (“Amended Isaac Note #15).  The maturity date of Amended Isaac Note #1 is April 30, 2012, and the maturity date of each succeeding Amended Isaac Note #2-#15 is the 15th day and the last calendar day of each month in succession after April 30, 2012.  Interest accrues on each Amended Isaac Note at 10% per annum from February 23, 2012.  The Company may prepay any of the Amended Isaac Notes in whole or in part prior to its maturity date without penalty.  The Amendment confirms the cancellation of the previous Stock Purchase Agreement (as amended from time to time) as described in the Extension Agreement remains cancelled.  All other terms of the Extension Agreement that are not consistent with the Amendment are of no further force and effect.  The Amendment recites that it has no effect on the Second Line of Credit Loan Agreement and Promissory Note (“Second Note”) also entered into between the Company and Isaac Agreement on February 23, 2012 and reported on the same Form 8-K as the Extension Agreement.

A complete copy of the Amendment and Amended Isaac Notes #1-#15 are attached hereto collectively as Exhibit 10.1.

Line of Credit Promissory Note to David S. McEwen

On April 26, 2012, the Company granted a Line of Credit Promissory Note to David S. McEwen (“McEwen Note”) in the principal amount of $ 1,052,631.50.  The disbursement amount of the McEwen Note is up to $1,000,000.000.  McEwen will retain from each disbursement a 5% holdback.  The difference between the disbursement amount and the principal amount represents the 5% holdback.  The maturity date of the McEwen Note is April 25, 2013.  The Company may prepay the McEwen Note in whole or in part prior to its maturity date without penalty.  The McEwen Note bears interest on the unpaid principal balance at 10% per annum.

A complete copy of the McEwen Note is attached to this Form 8-K as Exhibit 10.2.

Item 3.02            Unregistered Sale of Equity Securities

On April 27, 2012, the Company issued shares of its Series A Common Stock (“Shares”) to the persons and entities and for the purposes described as follows:

3,021,363 Shares to Changewave, Inc. dba NBT Communications (“NBT”) in full payment of the unpaid balance for services rendered pursuant to a consulting agreement between the Company and NBT entered into on May 6, 2011 and cancelled by the Company on January 12, 2012.

6,666,667 Shares to Alhamd Holding Company as consideration for the Company’s acquisition of 75% of the capital stock of Zapna, ApS completed on April 3, 2012.

10,000,000 Shares to Lou Hongye as consideration for the Company’s acquisition of 75% of the capital stock of VN Tech Investment, Ltd. (HK) completed on April 22, 2012.

33,693,197 Shares and 33,693,197 warrants to Isaac Organization, Inc. (“Isaac”) in payment of Amended Isaac Note #1 due April 30, 2012 reported above.  Each warrant has an exercise price of $0.0151 and an exercise term of three years.

The Shares issued to the aforementioned persons and entities relied upon exemptions provided for in Sections 4(2) and 4(5) of the Securities Act of 1933, as amended, including Regulation D promulgated thereunder based on the aforementioned knowledge of our operations and financial condition and experience in financial and business matters that allowed them to evaluate the merits and risk of receipt of these securities.

Item 9.01                                Exhibits

10.1	Amended and Restated Loan Agreement with Isaac Organization, Inc. (including internal exhibit, Amended Isaac Notes #1-#15).
10.2	Line of Credit Promissory Note to David S. McEwen

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: April 27, 2012	By:	/s/ George Alvarez
	Name: George Alvarez
	Title: Chief Executive Officer

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED LOAN AGREEMENT

This Agreement (“Amended Loan Agreement”) is entered into by and between VelaTel Global Communications, Inc., a Nevada corporation (“VelaTel”), and Isaac Organization, Inc., a Canadian corporation organized under the laws of Ontario (“Isaac”), as of April 25, 2012 (“Effective Date”).  VelaTel and Isaac are each sometimes referred to individually in this Agreement as a “Party” and together as “Parties.”

RECITALS

A.On February 23, 2010, the Parties entered into an “Agreement to Extend and Increase First Line of Credit Loan Agreement and Promissory Note, To Cancel Stock Purchase Agreement, and To Grant Option in VN Tech Agreement” (“Extension Agreement”) and a separate ““Second Line of Credit Loan Agreement and Promissory Note” (“Second Note”).

B.The Parties now wish to amend and restate the terms of the Extension Agreement pursuant to the terms of this Amended Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Amended Loan Agreement agree as follows:

AGREEMENT

1.The principal balance of the promissory note that was extended pursuant to the Extension Agreement (“Extended First Note”) was in the principal amount of $7,425,101.71 as of February 23, 2012, plus interest at the rate of 10% per annum.  The maturity date of the Extended First Note was June 30, 2012.  The Extended First Note is hereby cancelled and substituted for fourteen promissory notes in the principal amount of $500,000.00 each (“Amended Isaac Note #1 through Amended Isaac Note #14,” respectively), plus one promissory note in the amount of $425,101.71 (“Amended Isaac Note #15).  The maturity date of Amended Isaac Note #1 shall be April 30, 2012, and the maturity date of each succeeding Amended Isaac Notes #2-#15 shall be the 15th day and the last calendar day of each month in succession after April 30, 2012.  Amended Isaac Notes #1-15 are attached hereto as an exhibit.

2.The Parties confirm that the cancellation of the previous Stock Purchase Agreement (as amended from time to time) as described in the Extension Agreement remains cancelled.  All other terms of the Extension Agreement that are not consistent with this Amended Loan Agreement are of no further force and effect.

3.Nothing contained herein affects the Second Note, also entered into between the Parties on February 23, 2012, which remains in full force and effect.

VELATEL GLOBAL COMMUNICATIONS INC.	ISAAC ORGANIZATION, INC.
By: /s/ George Alvarez                                                            George Alvarez, its Chief Executive Officer	By: /s/ Antonios Isaac                                                             Antonios Isaac, its Chief Executive Officer
12526 High Bluff Drive, Suite 155 San Diego, CA  92130, USA Facsimile:  760.230.7042 Email:        galvarez@velatel.com	105 Schneider Road Ottawa, Ontario K2K 1Y3, CANADA Facsimile:  613.254.8912 Email:        tony@isaac.com

AMENDED PROMISSORY NOTE #1 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on April 30, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

2

AMENDED PROMISSORY NOTE #2 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on May 15, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

3

AMENDED PROMISSORY NOTE #3 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on May 31, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

4

AMENDED PROMISSORY NOTE #4 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on June 15, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

5

AMENDED PROMISSORY NOTE #5 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on June 30, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

6

AMENDED PROMISSORY NOTE #6 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on July 15, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

7

AMENDED PROMISSORY NOTE #7 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on July 31, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

8

AMENDED PROMISSORY NOTE #8 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on August 15, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

9

AMENDED PROMISSORY NOTE #9 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on August 31, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

10

AMENDED PROMISSORY NOTE #10 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on September 15, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

11

AMENDED PROMISSORY NOTE #11 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on September 30, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

12

AMENDED PROMISSORY NOTE #12 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on October 15, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

13

AMENDED PROMISSORY NOTE #13 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on October 31, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

14

AMENDED PROMISSORY NOTE #14 TO ISAAC ORGANIZATION, INC.

$ 500,000.00 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on November 15, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

15

AMENDED PROMISSORY NOTE #15 TO ISAAC ORGANIZATION, INC.

$ 425,101.71 Date: April 25, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of Isaac Organization, Inc. (“Lender”) the sum of Five Hundred Thousand and 00/100 (“Principal Amount”), together with interest at the rate of 10% per annum from February 23, 2012.

The entire Principal Amount, together with all interest accrued and unpaid, shall be due and payable on November 30, 2012 (“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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                           

     George Alvarez, its Chief Executive Officer

16 

EX-10.2

Exhibit 10.2

LINE OF CREDIT PROMISSORY NOTE

$ 1,052,631.50 Date: April 26, 2012

FOR VALUE RECEIVED, VelaTel Global Communications, Inc. (“Borrower”) promises to pay to the order of David S. McEwen (“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 on the unpaid principal balance from time to time, commencing on 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 of up to $52,631.50 on total potential disbursements of up to $1,000,000.00, or so much thereof as may be disbursed by Lender to Borrower.

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.

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.

VELATEL GLOBAL COMMUNICATIONS, INC.

By /s/ George Alvarez                                                          

     George Alvarez, its Chief Executive Officer