Item 1.01 Entry into a Material Definitive Agreement.

As previously announced by China Tel Group, Inc., a Nevada corporation (the "Company"), in its Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2009, on March 10, 2009 the Company entered into a China Tel Group, Inc. Agreement dated February 25, 2009 (the "Agreement") with Olotoa Investments, LLC, a California limited liability company (the "Purchaser".) The Agreement provided for the investment of $300,000,000 by Purchaser into the Company to acquire 49% of the Series A common stock of the Company on a fully diluted basis. The Purchase Price was payable by the Purchaser to the Company over an eighteen month period, commencing March 9, 2009 through September 9, 2010, when and in amounts as requested by the Board of Directors of the Company.

On July 13, 2009, the Company and Purchaser amended and restated the Agreement in its entirety by executing an Amended and Restated China Tel Group, Inc. Agreement effective as of February 25, 2009 (the "Amended Agreement"). Under the Amended Agreement, Purchaser will invest $314,000,000 (the "Amended Purchase Price") into the Company to acquire 49% of the Series A common stock of the Company on a fully diluted basis calculated on January 11, 2010 ("Purchased Shares"). The Amended Purchase Price remains payable by the Purchaser to the Company over an eighteen month period, commencing March 9, 2009 through September 9, 2010, when and in amounts as requested by the Board of Directors of the Company. The Purchaser will receive a pro rated portion of Purchased Shares based on the number of issued and outstanding shares of Series A common stock of the Company as of the date each payment of the Amended Purchase Price is delivered to the Company. The total number of Purchased Shares delivered to Purchaser under the Amended Agreement shall be adjusted on January 11, 2010 to reflected 49% of the Series A common stock of the Company on a fully diluted basis on that date.

The Amended Agreement also grants Purchaser a first right of refusal to provide the Company with additional capital on the same terms and conditions as any proposed capital raise by the Company through any third party. Purchaser has ten days from the date the Company notifies Purchaser of the terms and conditions of a proposed capital raise for the Company by any third party to exercise its right of first refusal in the Amended Agreement.

The Board of Directors of the Company requested the first $50,000,000 of the Amended Purchase Price on May 1, 2009 and requested a second payment of $65,000,000 of the Amended Purchase Price on July 1, 2009. Purchaser has informed the Company delivery of payment of the two outstanding requests for payment of a portion of the Amended Purchase Price under the Amended Agreement can be expected on July 15, 2009. There are, however, no assurances the requested portion of the Amended Purchase Price will be delivered on this date.

---

Item 9.01 Exhibits

99.1 Amended and Restated China Tel Group, Inc. Agreement dated February 25, 2009