Velatel Global (PINK:VELA)

SAN DIEGO, CA--(Marketwire - Apr 24, 2012) - VelaTel Global Communications (OTCQB: VELA) (PINKSHEETS: VELA), a leader in deploying and operating wireless broadband and telecommunication networks worldwide, today announced it has entered into an Amended and Restated Subscription and Stockholder Agreement to acquire a 75% equity interest in Shenzhen VN Technologies Co., Ltd., a limited liability company in the Peoples Republic of China. VN Tech is a leading distributor of hydrogen fuel cells that satisfy the telecommunication industry standard to provide back-up power to operate data centers and remotely located infrastructure equipment during periods where primary electrical transmission is interrupted for any reason. Under the original agreement entered into just over one year ago, upon completion of forming corporate entities, VelaTel was to acquire 51% in the venture in exchange for five million of its publicly traded shares. VelaTel will now pay ten million shares to increase its stake to 75%.

Under the amended agreement, VN Tech PRC will become a wholly-owned subsidiary of a Hong Kong company, VN Tech Investments, Ltd. (HK). VN Tech HK will in turn become a wholly-owned subsidiary of a Cayman Island holding company, VN Tech Investments, Ltd. (Cayman). This corporate structure facilitates any foreign investment into VN Tech PRC, as well as the future ability to publicly list the venture on an offshore stock exchange such as Hong Kong. The transaction has been structured to allow VelaTel to report the results of the venture's operations on its consolidated financial statements in the same manner as its other subsidiaries. The transaction is considered fully completed, with exchange of shares and appointment of directors and officers to the holding companies to follow as expeditiously as possible.

VelaTel's President, Colin Tay, remarked: "VelaTel recognizes the enormous potential of hydrogen fuel cell technology. So do major telecommunications carriers like China Mobile and China Unicom, who in February commissioned VN Tech to conduct field trials that are now in progress. VelaTel's increased equity stake in VN Tech provides the platform for us to generate new revenue sources from third parties, and also to apply that technology to our own projects."

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.

Item 1.01

Entry into Material Definitive Agreements

 

On February 23, 2012, VelaTel Global Communications, Inc., a Nevada corporation and the registrant responsible for the filing of this Form 8-K (“Company”) entered into the following agreements with Isaac Organization, Inc.: (1) 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”); and (2) Second Line of Credit Loan Agreement and Promissory Note (“Second Note”). The Company and Isaac are sometimes referred to in each of these agreements and in this Form 8-K as a “Party” and collectively as the “Parties.”

SAN DIEGO, CA--(Marketwire - Dec 19, 2011) - US-based VelaTel Global Communications (OTCQB: VELA) (PINKSHEETS: VELA) (VelaTel), a leader in deploying and operating wireless broadband and telecommunication networks worldwide, today announced it has entered into a Business Cooperation Agreement with the shareholders of Cyprus holding company Kerseyco Trading Limited to acquire at least a 51% controlling interest in Kerseyco and its Serbian operating subsidiary, VeratNet d.o.o. The transaction is expected to close in February 2012, in order to allow sufficient time for VelaTel's auditors to conduct the work needed to report the financial results of Kerseyco and its subsidiary on VelaTel's consolidated financial statements going forward.

On November 18, 2011, VelaTel Global Communications, Inc., a Nevada corporation and the registrant responsible for the filing of this Report on Form 8-K (“the Company”), along with Trussnet Capital Partners (HK) Ltd. (“the Plaintiffs”), commenced litigation against Chinacomm Limited, Thrive Century International Limited, Newtop Holdings Limited, Smart Channel Development Limited, Mong Sin, Qiu Ping, Yuan Yi, CECT Chinacomm Communications Co. Ltd. and CECT Chinacomm Shanghai Co. Ltd. (“the Defendants”) in The High Court of the Hong Kong Special Administrative Region, Court of First Instance, Action No. 1978 of 2011 (“the Litigation”). The Litigation arises out of the breach of numerous agreements between the Plaintiffs and some of the Defendants, including, but not limited to, Framework Agreements and Subscription and Shareholders’ Agreements, related to a joint venture between the parties to those agreements for the deployment of a 3.5GHz wireless broadband telecommunications network in 29 cities (“the Chinacomm Network”) in the People’s Republic of China (“the PRC”). It addition, the Litigation arises out of what the Plaintiffs allege to be deceitful representations by certain of the Defendants in connection with the issuance of licenses by applicable regulatory agencies in the PRC for the operation of the Chinacomm Network. Finally, the Litigation involves the unauthorized removal of the signature of Colin Tay Yong Lee as an authorized signatory to a joint bank account Chinacomm Limited has with Standard Chartered Bank (HK) Limited, one of three Standard Chartered Bank (HK) Limited bank accounts in the name of Chinacomm Limited (“the Standard Accounts”) and into which the Plaintiffs deposited $4,749,599. The Litigation seeks injunctive relief, damages, including, but not limited to, loss of profits, restitution, reinstatement of any funds taken from the Standard

On May 20, 2011, VelaTel Global Communications, Inc. (formerly China Tel Group, Inc.)1, a Nevada corporation and the registrant responsible for the filing of this current report on Form 8-K (“the Company”) issued 11,900,094 shares of its Series A common stock (“Stock”). The consideration the Company received in exchange for the issuance of these shares was reduction of accounts payable in the amount of $2,911,254 for professional services previously performed.

On March 24, 2010, VRT Square, LP (“VRT”) filed a complaint against Mario Alvarez, an officer of the Company, and 18 other named defendants, including the Company, in the Superior Court of the State of California for the County of San Diego, Case No. 37-2010-00087536-CU-EN-CTL (“VRT Lawsuit”). The complaint alleges numerous causes of action against the defendants. The only cause of action asserted against the Company is an alleged conspiracy to defraud creditors of Mr. Alvarez, including VRT, and/or to effectuate a fraudulent transfer of Shares that had been issued to Mr. Alvarez in consideration for Mr. Alvarez performing professional services to the Company as an independent contractor. On or about May 1, 2011, the VRT Lawsuit was settled without monetary or other contribution on the part of the Company, with dismissal of the VRT Lawsuit to follow when all settlement documents have been executed by all parties.

On May 10, 2011 (“Effective Date”), China Tel Group, Inc., a Nevada corporation and the registrant responsible for the filing of this Form 8-K and Isaac Organization, Inc., a Canadian corporation, entered into a Second Amended and Restated Stock Purchase Agreement (“Second A&R Isaac SPA”). The parties originally entered into a stock purchase agreement on February 9, 2010 (“Isaac SPA”), subsequently amended the Isaac SPA on March 5, 2010 (“Amended Isaac SPA”) and then amended and restated the Isaac SPA, as amended, on May 9, 2010 (“A&R Isaac SPA”). The Second A&R Isaac SPA supersedes entirely the terms of the prior operative A&R Isaac SPA. The stock which is the subject of all of the Parties’ stock purchase agreements consists of shares of the Company’s Series A common stock, together with warrants granting the holder the right to acquire Shares. The material changes between the Second A&R Isaac SPA and the terms of the prior A&R Isaac SPA are as follows (capitalized terms are as defined in the Second A&R Isaac SPA):

Historically, we have financed our operations through the sale of equity and convertible debt, as well as borrowings from related parties.

Since our inception, we have incurred accumulated losses of approximately $231.9 million. As of December 31, 2010, we had cash of $27,516 and liabilities of approximately $28.1 million, which are deemed to be current liabilities. We expect to continue to incur net losses for the foreseeable future. Our independent accountants have expressed substantial doubt about our ability to continue as a going concern in their audit report, dated April 15, 2010, for the period ended December 31, 2010. In order to continue to operate our business, we will need to raise substantial amounts of additional capital.

Outstanding Shares:  87,439,040

Source: Sec Form 10Q (For the quarter period ended November 30, 2008)

Outstanding Shares: 79,325,603

Source: Sec Form 10Q (For the quarter period ended March 31, 2008)

China Tel is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced.

Source: Sec Form 10Q (For the quarter period ended March 31, 2008)




China Tel Group Enters Into Agreement to Acquire Trussnet USA, Inc:

Trussnet was formed in April 2008 to pursue investment opportunities in the wireless telecommunication industry in the People's Republic of China ("PRC"). Trussnet had no operations prior to entering into the Reorganization and Merger Agreement. CHTL intends to pursue an investment opportunity held by Trussnet to acquire a 49% interest in CECT-Chinacomm Communications Co., Ltd. that, through a Chinese subsidiary, will build and operate a 3.5GHz Wireless broadband system in up to 29 cities in the PRC.

Source: Marketwire (May 23, 2008)