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

December 213, 2013

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.)

5950 La Place Court, Suite 160, Carlsbad, CA 92008

(Address of principal executive offices and zip code)

(760) 230-8986

(Registrant’s telephone number, including area code)

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):

[_]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]	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

~~Cooperation~~Amended Loan Agreement between ~~China~~VelaTel ~~Motion~~Global ~~Telecom~~Communications, Inc. and ~~StarHub Mobile~~AQT, LLC

On December 213, 2013, ~~China Motion Telecom~~ (~~HK) Limited (~~“~~China~~Effective ~~Motion~~Date”), ~~a Hong Kong corporation and a wholly owned subsidiary of~~ VelaTel Global Communications, Inc., a Nevada corporation and the registrant responsible for the filing of this Form 8-K (“Company”) entered into a ~~Cooperation~~an Amended Loan Agreement with ~~StarHub Mobile Pte~~AQT, ~~Ltd.~~LLC, a ~~Singapore~~Delaware ~~corporation~~limited ~~and~~liability acompany. ~~leading~~The ~~mobile~~material ~~network~~terms ~~operator~~of the Amended AQT Loan Agreement are as follows [except as noted, all amounts payable are expressed in ~~Asian~~Hong ~~telecommunication~~Kong dollars, the approximate equivalent ~~markets~~in ~~(“StarHub”).~~US ~~The~~dollars ~~material~~is ~~terms~~expressed in brackets at a presumed exchange rate of US$1.00 = HK$7.75, with the ~~Cooperation~~US ~~Agreement~~dollar ~~are~~equivalent asrounded to ~~follows~~the nearest US$100]:

(i) ~~China~~The ~~Motion~~parties ~~and~~had ~~StarHub~~entered ~~(collectively~~into ~~“Parties”~~a ~~and~~previous ~~each~~loan aagreement (“~~Party”)~~Original ~~intend~~AQT toLoan ~~work~~Agreement”) ~~together~~(disclosed ~~in three~~as ~~areas of cooperation in three phases~~Exhibit 10.52 ~~During~~to ~~Phase~~Form 1,10-Q ~~China~~filed ~~Motion’s customers will be permitted to roam~~ on ~~StarHub’s network~~August in19, ~~Singapore~~2013) atunder ~~agreed~~which ~~prices.~~AQT ~~During~~loaned ~~Phase 2, following completion of~~ the ~~upgrade~~Company ~~of China Motion’s telephony core network~~US$600,000 ~~each~~[this ~~Party~~amount ~~will~~was ~~supply~~originally ~~the~~expressed in ~~other~~US ~~Party~~dollars] with ana ~~agreed~~maturity ~~allotment~~date of ~~phone~~January ~~numbers~~27, ~~and~~2014. ~~international~~Under ~~mobile~~the ~~subscriber~~Amended ~~identifiers (“IMSIs”)~~AQT ~~for~~Loan ~~provisioning~~Agreement, ~~onto SIM cards which~~ the ~~assigned~~Maturity ~~Party~~Date ~~may~~is ~~market~~extended ~~or sell~~ to ~~its post-paid subscribers~~ toApril ~~complete interconnections through its own network operations center or switch~~2, ~~which~~2014 ~~will~~and ~~provide subscribers access to~~ the ~~home~~ ~~network~~Adjusted ofOriginal ~~the~~Principal ~~assigning~~Amount ~~Party~~is ~~and/or~~changed ~~other networks~~ to ~~which~~HK$4,929,000 ~~such Party has been assigned rights by other mobile network operators. During Phase 3~~[US$636,000], ~~StarHub~~which orincludes ~~its affiliates will have~~ an ~~option~~extension ~~to purchase up to a 25% equity stake in China Motion at~~fee ~~its~~plus ~~then~~interest ~~market~~accrued ~~value~~through ~~(“StarHub~~the ~~Option”)~~Effective Date.

(ii) ~~The~~AQT ~~StarHub~~loaned ~~Option is exercisable for three years, based on~~ the ~~proportionate~~Company ~~total enterprise value of China Motion as of~~ the ~~date~~additional ofsum ~~exercise, payable within 90 days after notice~~ of ~~exercise. For purposes of the StarHub Option~~HK$9, “enterprise value” is defined as the amount of money payable in Hong Kong dollars that a willing and well qualified buyer would pay to acquire 100% of the capital stock of China Motion taking into account the net asset value on its balance sheet780,500 ~~the relative age~~[US$1, ~~quality of and debt service on its capital infrastructure~~262, ~~its employees and distribution base and its contracts with mobile network operators and other partners~~000], ~~its~~which ~~historical and projected revenues and EBITDA,~~ the ~~number~~Company ~~and~~paid ~~growth~~towards ~~rates of its subscribers (by category) and~~ the ~~average~~Loan ~~revenue per user and churn rates associated~~ Agreement with ~~such~~Xin ~~subscribers,~~Hua ~~comparable~~(disclosed sales of similar companies and the revenue and EBITDA multipliers applicable to such sales and to the telecommunications industry generally, the impact of potential exit into public listing onto the Hong Kong Stock Exchange, and such other factors as ~~may~~Exhibit ~~be reasonably considered~~10.54 ~~If the~~to ~~Parties~~Form ~~are~~10-Q ~~unable~~filed ~~to agree~~ on ~~the~~November ~~total enterprise value~~19, ~~such~~2013 ~~value~~(“First ~~shall~~Xin beHua ~~determined by appraisal~~Installment”). ~~Each Party shall designate~~ aAQT ~~valuation~~has ~~expert with expertise in valuing telecommunications companies. The two experts shall first agree together on~~ the ~~appointment of~~option abut ~~third~~not ~~expert. Each Party’s expert shall then independently prepare a report of~~ the ~~total~~obligation ~~enterprise value of China Motion. Such valuation shall be without discount for minority interest compared~~ to ~~control~~loan ~~premium.~~the IfCompany the ~~total enterprise value as determined~~additional bysum ~~each Party’s designated expert is within 10%~~ of ~~each other~~HK$18, ~~the Parties shall accept the average of the two~~740,637.45 ~~If the enterprise values differ by greater than 10%~~[US$2,418,100] ~~the~~on ~~third~~or ~~expert~~before ~~shall review~~ the ~~reports~~date ofrequired ~~the~~for ~~two experts and determine which report best reflects~~ the ~~total~~Company ~~enterprise~~to ~~value,~~pay ~~and that value shall be used for payment of~~ the ~~option~~remaining ~~exercise~~balance ~~price.~~due ~~The~~under ~~StarHub Option~~the isXin ~~subject~~Hua ~~to limitations based on the~~ Loan Agreement, ~~Share~~(“Second ~~Charge and Option Deed with~~ Xin Hua ~~(disclosed~~Installment”), in ~~the~~which ~~Company’s Report~~case onsuch ~~SEC~~amount ~~Form~~will ~~10-Q~~be ~~filed~~added onto ~~November19, 2013) during~~ the ~~time~~Principal ~~any of the loan amount is unpaid~~Amount.

(iii) The ~~initial~~Company ~~term~~promises ofto repay the ~~Cooperation~~Adjusted ~~Agreement~~Original isPrincipal 36Amount ~~months~~plus the First Xin Hua Installment totalling HK$14,709,500 [US$ 1,898,000] (“Principal Amount”), together with ~~automatic~~interest ~~renewal~~at in10% ~~increments~~per ofannum 12accruing ~~months~~on ~~unless~~the ~~either~~outstanding balance from the Effective Date (“Interest” ~~Party~~and ~~delivers~~together ~~notice~~with ofthe ~~non-renewal~~Principal Amount, “Total Loan Amount”), on or before April 2, 2014 (“Maturity Date”).

(iv) ~~During~~At ~~the~~AQT’s ~~initial~~election ~~term~~in ~~and~~its ~~following~~sole adiscretion, ~~six~~VelaTel ~~month~~shall ~~ramp~~be granted up, ~~the~~to ~~Cooperation~~four ~~Agreement~~extensions ~~contains~~of ~~minimum~~the ~~revenue~~Maturity ~~commitments~~Date for byconsecutive ~~China~~increments ~~Motion~~of three months each upon a cash payment of ~~SGD$300,000~~3% ~~during~~of the ~~first~~Principal ~~year,~~Balance ~~SGD$600,000~~per ~~during~~extension. After the ~~second~~Maturity Date ~~year,~~or ~~and~~any ~~SGD$900~~other default,~~000~~ ~~during~~interest ~~the~~shall ~~third~~accrue ~~year (all~~at ~~amounts~~the ~~are~~rate ~~expressed~~of in20% ~~Singapore~~per ~~dollars)~~annum.

(v) ~~The~~Upon ~~Cooperation~~payment ~~Agreement~~of ~~describes~~the ~~details~~total ~~for~~amount ~~settlement~~due ~~and~~under ~~payment~~the ofXin ~~charges~~Hua ~~China~~Loan ~~Motion~~Agreement, ~~incurs~~the ~~for~~Company ~~roaming~~will ~~services~~grant AQT the following rights, ~~and~~subject ~~includes~~to ~~schedules~~the ~~setting~~following ~~forth~~restrictions, ~~initial~~related ~~per~~to ~~minute~~the ~~and~~capital ~~per~~stock ~~megabyte~~of ~~charges,~~the ~~and~~Company’s asubsidiary, ~~configuration~~China ~~showing~~Motion ~~how~~Telecom ~~the Parties’~~(HK) ~~respective~~Ltd. ~~networks~~(“China ~~will~~Motion ~~interface.~~Stock”):

(1)

AQT shall receive a security interest in 100% of the China Motion Stock, through either (a) assignment of the Share Charge and Option Deed previously granted to Xin Hua (disclosed as Exhibits 10.55 and 10.56 to Form 10-Q filed on November 19, 2013), or (b) new and substantially identical instruments in AQT’s name (“AQT Security”).

(2)

AQT shall have the right to receive repayment of any or all of the Total Amount Due in the form of China Motion Stock, valued for purposes of repayment at HK$49,827,585 [US$6,437,100] (“AQT Option”). China Motion Stock issued or transferred to AQT shall be subject to full anti-dilution protection.

(3)

Both the AQT Security and the AQT Option are subject to the option granted under the Cooperation Agreement between the Company and StarHub Mobile Pte, Ltd. to acquire up to 25% of the China Motion Stock (disclosed as Exhibit 10.1 to Form 8-K filed on December 2, 2013). If StarHub exercises its option, StarHub’s payment shall be made directly to AQT and shall, for shares released from the AQT Security, reduce the Total Loan Amount in the same ratio that 10% of the enterprise value of China Motion bears to the Total Loan Amount. If the total amount paid by StarHub exceeds the Total Loan Amount, the excess shall be payable to VelaTel.

(vi4) ~~The~~ In no event shall the combined percentage of China Motion Stock transferred by VelaTel pursuant to (1) the AQT Option and (2) the StarHub Cooperation Agreement isexceed ~~subject~~49%. AQT shall have the option to ~~Singapore~~release ~~law,~~pursuant ~~with~~to ~~resolution~~the ofAQT ~~disputes~~Security ~~through~~and/or to transfer pursuant to the ~~courts~~AQT ofOption ~~Singapore~~in any combination that fulfills this requirement.

(~~vii~~5) ~~The~~ ~~Cooperation~~Until ~~Agreement~~all ~~contains~~amounts ~~other~~due ~~terms~~under ~~regarding~~the ~~confidentiality,~~Xin ~~remedies~~Hua ~~for~~Loan ~~breach,~~Agreement ~~warranties~~are paid, ~~force~~any ~~majeure, suspension~~rights ~~and~~in ~~termination~~the ofChina ~~service,~~Motion ~~all~~Stock granted pursuant to ~~terms~~the Amended AQT Loan Agreement are subordinate to the ~~Company~~rights ~~considers~~of ~~standard~~Xin ~~for~~Hua ~~transactions~~under the Share Charge and the Option Deed, and the rights of AQT shall be null and void upon the occurrence of a ~~similar~~default ~~nature~~under the Xin Hua Loan Agreement by which Xin Hua exercises his option under the Option Deed.

A(vi) The ~~copy~~Amended ofAQT ~~the~~Loan ~~Cooperation~~ Agreement is ~~attached as~~governed ~~Exhibit~~under ~~10.1~~California ~~to this Report~~law, ~~omitting~~calls ~~the~~for ~~schedules,~~resolution ~~which~~of ~~contain~~disputes ~~information~~in the ~~Parties~~state ~~consider proprietary~~ and ~~the Company~~federal ~~considers~~courts ~~not material for purposes~~ of ~~its~~California, ~~SEC~~ and ~~shareholder~~provides ~~reporting~~for ~~requirements.~~recovery ~~The~~of ~~Company~~attorney ~~intends~~fees toby ~~disclose from time to time on its website, www.velatel.com, other information regarding~~ the ~~scope~~prevailing ~~and~~party ~~impact~~in of the ~~Cooperation~~event ~~Agreement on the operations~~ of ~~China~~any ~~Motion~~litigation.

A complete copy of the ~~Cooperation~~Amended ~~Agreement~~AQT Loan Agreement is attached as Exhibit 10.1 to this Form 8-K, (omitting internal exhibits that have been previously disclosed), and is incorporated by this reference.

Item 9.01 Exhibits

10.1 ~~Cooperation~~Amended AQT Loan Agreement

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934 as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 217, 2013

VelaTel Global Communications, Inc.

By: /s/George Alvarez

Name: George Alvarez

Title: Chief Executive Officer

Filing Compare · VelaTel Global Communications, Inc.