Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - VelaTel Global Communications, Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______ to _______
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Commission file number 333-134883
VELATEL GLOBAL COMMUNICATIONS, INC.
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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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(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) (zip code)
760.230.8986
(Registrant's telephone number, including area code)
China Tel Group, Inc.
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.) x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
APPLICABLE ONLY TO CORPORATE ISSUERS
As of August 15, 2011 the registrant had 603,056,846 shares of its Series A common stock outstanding with a par value of $0.001 (“Series A Common Stock”) and 133,818,177 shares of its Series B common stock outstanding with a par value of $0.001 (“Series B Common Stock”).
Explanatory Note
The purpose of this Amendment No. 1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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Item 6. Exhibits.
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EXHIBIT
NO.
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DESCRIPTION AND INCORPORATION BY REFERENCE TO ANY PRIOR REPORT WHERE THE SAME EXHIBIT HAS ALREADY BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
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Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
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2.1
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Reorganization and Merger Agreement, dated May 21, 2008, among the Company, Chinacomm Acquisition, Inc., Trussnet USA, Inc. (Nevada) and the stockholders of Trussnet [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on May 15, 2009].
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Articles of Incorporation and Amendments
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3.1
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Articles of Incorporation [Incorporated by reference to the Company’s Registration Statement on Form SB-2 (No. 333-134883) filed on June 9, 2006].
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| 3.2 |
Articles of Merger filed with the Office of the Secretary of the State of Nevada on April 8, 2008.*
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| 3.3 |
Certificate of Amendment to the Articles of Incorporation filed with the Office of the Secretary of the State of Nevada on June 29, 2011.*
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Contracts for Professional Services, Employment, and/or Strategic Relationships
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10.1
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Agreement for Professional Services, dated April 10, 2008, between Trussnet USA, Inc. (Nevada) and Trussnet USA, Inc. (Delaware) [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on May 15, 2009].
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10.2
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First Amendment to Agreement for Professional Services, dated October 1, 2009, between Trussnet USA, Inc. (Nevada) and Trussnet USA, Inc. (Delaware) [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2011].
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10.3
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Agreement for Professional Services, dated April 10, 2009, between the Company and Joinmax Engineering & Consultants (HK) Ltd. [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2011].
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10.4
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Memorandum of Understanding of Global Strategic Cooperation, dated August 9, 2010, between the Company and ZTE Corporation [Incorporated by reference to the Company’s Report on Form 8-K filed on August 12, 2010].
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10.5
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Executive Employment Agreement, dated April 4, 2011 but retroactive to November 1, 2010, between the Company and Tay Yong Lee [Incorporated by reference to the Company’s Report on Form 8-K filed on April 6, 2011].
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10.6
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Agreement for Professional Services, dated May 6, 2011, between the Company and ChangeWave, Inc. [Incorporated by reference to the Company’s Report on Form 10-Q filed on May 16, 2011].
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Contracts Related to Joint Ventures
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10.7
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Framework Agreement, dated April 7, 2008, between the Company and CECT-Chinacomm [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on May 15, 2009].
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10.8
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Subscription and Shareholder’s Agreement relating to ChinaComm Limited, dated May 23, 2008, between Gulfstream Capital Partners Ltd. (as Investor), Thrive Century Limited, Newtop Holdings Limited (as Founders), ChinaComm Limited (as Company), Qui Ping and Yuan Yi (as Guarantors) and CECT-Chinacomm Co. Ltd and CECT Chinacomm Shanghai Co. Ltd. (as Warrantors) [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 15, 2011].
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10.9
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Exclusive Technical Services Agreement, dated May 23, 2008, between Trussnet Gulfstream (Dalian) Co., Ltd. and Yunji Communications Technology (China) Co. [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on May 15, 2009].
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10.10
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Exclusive Technical and Management Consulting Services Agreement, dated May 23, 2008, between Yunji Communications Technology (China) Co. and CECT-Chinacomm Communications Co., Ltd. [Incorporated by reference to the Company’s Annual Report Form on 10-K filed on May 15, 2009].
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10.11
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Subscription and Shareholder’s Agreement relating to ChinaComm Limited, dated February 16, 2009, between Trussnet Capital Partners Ltd. (as Investor), Thrive Century Limited, Newtop Holdings Limited (as Founders), ChinaComm Limited (as Company), Qui Ping and Yuan Yi (as Guarantors) and CECT Chinacomm Co. Ltd. and CECT Chinacomm Shanghai Co. Ltd. (as Warrantors) [Incorporated by reference to the Company’s Report on Form 8-K filed on March 3, 2011].
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10.12
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Addendum to Subscription and Shareholders Agreement, dated February 16, 2009, between Trussnet Capital Partners (HK), Ltd. and CECT-Chinacomm Communications Co. [Incorporated by reference to the Company’s Report on Form 8-K filed on March 3, 2011].
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10.13
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Asset Purchase Agreement, Promissory Note, and Security Agreement, all dated March 9, 2009, between the Company and Trussnet Capital Partners (HK) Ltd. [Incorporated by reference to the Company’s Report on Form 8-K filed on March 10, 2009].
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3
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10.14
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First Amendment to Promissory Note, dated March 5, 2010, between the Company and Trussnet Capital Partners (HK) Ltd. [Incorporated by reference to the Company’s Report on Form 8-K/A filed on March 5, 2010].
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10.15
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Second Amendment to Promissory Note, dated March 16, 2010, between the Company and Trussnet Capital Partners (HK) Ltd. [Incorporated by reference to the Company’s Report on Form 8-K/A filed on March 18, 2010].
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10.16
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Third Amendment to Promissory Note, dated April 9, 2009, between the Company and Trussnet Capital Partners (HK) Ltd. [Incorporated by reference to the Company’s Report on Form 8-K/A filed on April 13, 2010].
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10.17
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Fourth Amendment to Promissory Note, dated May 9, 2009, between the Company and Trussnet Capital Partners (HK) Ltd. [Incorporated by reference to the Company’s Report on Form 8-K filed on May 12, 2010].
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10.18
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Assignment and Subscription Agreement and Cancellation of Promissory Note, dated April 4, 2011, between China Tel Group, Inc. and Trussnet Capital Partners (HK) Ltd. [Incorporated by reference to the Company’s Report on Form 8-K filed on April 6, 2011].
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Contracts Related to Acquisition of Peru Subsidiary Perusat, S.A. and Peru Wireless Broadband Project
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10.19
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National Wi-MAX Equipment Contract, dated August 5, 2010, between Perusat, S. A. and ZTE Corporation [Incorporated by reference to the Company’s Report on Form 8-K filed on November 23, 2010].
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10.20
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Service Contract for Perusat National Wi-MAX Project, dated August 5, 2010, between Perusat S. A. and ZTE Corporation Peru [Incorporated by reference to the Company’s Report on Form 8-K filed on November 23, 2010].
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Contracts Related to Golden Bridge Joint Venture
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10.21
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Subscription and Shareholder Agreement for “New Co”, dated December 13, 2010, between the Company and Golden Bridge Network Communications Co., Ltd. [Incorporated by reference to the Company’s Report on Form 8-K filed on December 15, 2010].
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10.22
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Equipment Contract for Haixi Wireless Broadband Project (Golden Bridge), dated March 14, 2011, among the Company, Gulfstream Capital Partners, Ltd. and ZTE Corporation [Incorporated by reference to the Company’s Report on Form 8-K filed on March 16, 2011].
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Contracts Related to Sino Crossing Joint Venture
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10.23
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Subscription and Shareholder Agreement for “JV”, dated November 11, 2010, between the Company, Shanghai Ying Yue Network Technology Ltd., and Azur Capital SDN BHD [Incorporated by reference to the Company’s Report on Form 8-K filed on November 16, 2010].
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10.24
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Subscription and Shareholder Agreement for “New Co”, dated November 11, 2010, between the Company and Azur Capital SDN BHD [Incorporated by reference to the Company’s Report on Form 8-K filed on November 16, 2010].
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Contracts Related to VN Tech Joint Venture
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10.25
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Subscription and Shareholder Agreement for “New Co”, dated April 1, 2011, between Shenzhen VN Technologies Co., Ltd. and China Tel Group, Inc. [Incorporated by reference to the Company’s Report on Form 8-K filed on April 6, 2011].
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Contracts Related to Equity, Convertible Debt Instruments and Credit Line
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10.26
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Convertible Note Purchase Agreement, dated February 12, 2008 [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on May 15, 2009].
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10.27
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Amended and Restated Convertible Note Purchase Agreement, dated November 17, 2008 [Incorporated by reference to the Company’s Annual Report on Form 10-K filed on May 15, 2009].
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10.28
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Stock Purchase Agreement, dated February 9, 2010, between the Company and Isaac Organization, Inc. [Incorporated by reference to the Company’s Report on Form 8-K filed on February 9, 2010].
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10.29
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First Amendment to Stock Purchase Agreement, dated March 5, 2010, between the Company and Isaac Organization, Inc. [Incorporated by reference to the Company’s Report on Form 8-K/A filed on March 5, 2010].
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10.30
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Amended and Restated Stock Purchase Agreement, dated May 9, 2010, between the Company and Isaac Organization, Inc. [Incorporated by reference to the Company’s Report on Form 8-K filed on May 12, 2010].
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4
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10.31
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Second Amended and Restated Stock Purchase Agreement dated May 10, 2011, between the Company and Isaac Organization, Inc. [Incorporated by reference to the Company’s Report on Form 8-K filed on
May 13, 2011].
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10.32
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Line of Credit Loan Agreement and Promissory Note, dated July 1, 2011, between the Company and Isaac Organization, Inc.*
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Certifications filed with this Report on Form 10-Q
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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32.2
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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
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| 99.1 |
Stock Option and Incentive Plan adopted by the Company’s Board of Directors effective May 10, 2011. [Incorporated by reference to the Company’s Report on Form 8-K filed on May 13, 2011].
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101.INS
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XBRL Instance Document**
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101.SCH
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XBRL Schema Document**
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101.CAL
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XBRL Calculation Linkbase Document**
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101.DEF
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XBRL Definition Linkbase Document**
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101.LAB
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XBRL Label Linkbase Document**
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101.PRE
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XBRL Presentation Linkbase Document**
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* Previously filed.
** Filed herewith
5
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: August 31, 2011
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VELATEL GLOBAL COMMUNICATIONS, INC.
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By:
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/s/ George Alvarez
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George Alvarez
Chief Executive Officer
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By:
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/s/ Carlos Trujillo
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Carlos Trujillo
Chief Financial Officer
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