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
June 9,
2010
Date
of Report (date of Earliest Event Reported)
CHINA
TEL GROUP INC.
(Exact
Name of Registrant as Specified in its Charter)
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NEVADA
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98-0489800
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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12526 High Bluff Drive,
Suite 155, San Diego, CA 92130
(Address
of principal executive offices and zip code)
1-760-230-8986
(Registrant’s
telephone number, including area code)
______________________
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity
Securities.
On June 9, 2010, China Tel Group, Inc.,
a Nevada corporation (“Company”), issued 9,333,334 shares of the Company’s
Series A common stock to Isaac Organization Inc., a Canadian corporation
organized under the laws of Ontario (“Isaac Organization”), under the terms of
the Amended and Restated Stock Purchase Agreement dated May 9, 2010 between the
Company and Isaac Organization (“Isaac SPA”). The shares of the
Company’s Series A common stock were issued in exchange for the delivery to date
by Isaac Organization of $14,000,000 toward the total purchase price of
$320,000,000 under the Isaac SPA. The Isaac SPA was disclosed in a
Current Report on Form 8-K filed by the Company on May 12, 2010. The
Company will use the proceeds from the sale of the shares to Isaac Organization
for the purposes prescribed in the Isaac SPA.
On June 10, 2010, the Company issued
58,867,119 shares of the Company’s Series A common stock to Trussnet Capital
Partners (HK), Ltd., a Hong Kong corporation (“TCP”), for the payment of
$24,488,723.46 of interest and fees owed to TCP under the Fourth Amendment to
Promissory Note issued by the Company to TCP. The Fourth Amendment to
Promissory Note with TCP was disclosed in a Current Report on Form 8-K filed by
the Company on May 12, 2010. The Company did not receive any proceeds
from the share issuance to TCP, as the shares were delivered in satisfaction of
obligations owed to TCP.
On June 11, 2010, the Company issued
21,179,986 shares of the Company’s Series A common stock to Trussnet USA, Inc.,
a Delaware corporation (“Trussnet Delaware”), for the payment of $10,000,000 of
debt owed to Trussnet Delaware for services rendered by Trussnet Delaware to the
Company’s wholly owned subsidiary, Trussnet USA, Inc., a Nevada corporation
(“Trussnet Nevada”) under the First Amendment to Agreement for Professional
Services dated October 1, 2009. The services rendered by Trussnet
Delaware were in connection with the deployment of the broadband network for
CECT-Chinacomm Communications Ltd. and were performed in 2008 and
2009. The First Amendment to Agreement for Professional Services was
disclosed in Quarterly Current Report on Form 10-Q filed by the Company on May
24, 2010. The Company did not receive any proceeds from the share
issuance to Trussnet Delaware, as the shares were issued in partial satisfaction
of obligations owed to Trussnet Delaware.
The shares issued to Isaac
Organization, TCP and Trussnet Delaware relied upon exemptions provided for in
Sections 4(2) and 4(6) of the Securities Act, including Regulation D promulgated
there under, based on the knowledge of Isaac Organization, TCP and Trussnet
Delaware on 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.
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.
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CHINA
TEL GROUP, INC.
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Date:
June 14, 2010
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By: /s/Kenneth L.
Waggoner
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Name: Kenneth
L. Waggoner
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Title: Vice
President and General Counsel
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