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

~~July~~December 202, 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 81.01 ~~Other~~Entry ~~Events~~into Material Definitive Agreements

OnCooperation ~~July~~Agreement 20, 2013, VelaTel Global Communications, Inc., a Nevada corporation and the Registrant responsible for filing this current Report on Form 8-K, together with its wholly owned subsidiary Gulfstream Capital Partners, Ltd., a Seychelles corporation (collectively “Company”) commenced an arbitration proceeding (“Arbitration”) against China Motion Telecom International Limited, China Motion Holdings Limited, and ChinaMotion InfoServices Limited (collectively “Respondents”) by filing a Notice of Arbitration with the Hong Kong International Arbitration Centre. The Arbitration relates to the stock purchase agreement and related transaction documents (collectively “SPA”) between ~~the Company and the Respondents for the Company’s acquisition of 100% of the capital stock of~~ China Motion Telecom (HK) Limited (“CMTHK”). The Company has previously disclosed the terms of the SPA, as amended from time to time prior to closing, by current Reports on SEC Form 8-K filed November 27, 2012, February 4, 2013, and ~~March 8,~~StarHub ~~2013.~~Mobile

InOn ~~the~~December ~~Notice~~2, ~~of Arbitration~~2013, ~~the~~China ~~Company~~Motion Telecom ~~alleges~~(HK) ~~that~~Limited ~~Respondents~~(“China ~~have~~Motion”), ~~breached~~a ~~the~~Hong ~~SPA~~Kong bycorporation ~~interfering~~and ina ~~the~~wholly ~~day-to-day~~owned ~~management~~subsidiary of ~~CMTHK~~VelaTel inGlobal ~~various ways that exceed~~Communications, ~~the~~Inc., ~~limited~~a ~~oversight~~Nevada ~~granted~~corporation toand ~~Respondents~~the ~~pursuant~~registrant toresponsible for the ~~terms~~filing of ~~the~~this ~~SPA,~~Form ~~including~~8-K ~~but not limited to:~~ (a“Company”) ~~delaying~~entered ~~CMTHK’s~~into ~~processing~~a ofCooperation ~~the~~Agreement ~~Company’s~~with ~~invoices~~StarHub ~~for~~Mobile ~~technical~~Pte, ~~services~~Ltd., ~~rendered~~a toSingapore ~~CMTHK,~~corporation and ~~(b)~~a ~~refusing~~leading tomobile ~~authorize~~network ~~CMTHK~~operator toin ~~process~~Asian telecommunication ~~banking~~markets ~~board~~(“StarHub”). ~~resolutions~~The ~~approved~~material byterms ~~a majority~~ of ~~CMTHK’s~~the ~~directors~~Cooperation toAgreement ~~change~~are ~~signatory~~as ~~authority on CMTHK’s bank accounts.~~follows:

~~The~~(i) China ~~Company~~Motion ~~seeks~~and ~~the~~StarHub ~~following relief in the Arbitration:~~ (1)collectively ~~declaring~~“Parties” ~~Respondents~~and ~~have~~each ~~breached~~a ~~the SPA, (2~~“Party”) ~~enjoining~~intend ~~Respondents~~to ~~from~~work ~~future~~together ~~interference~~ in three ~~the~~areas ~~management~~ of ~~CMTHK,~~cooperation ~~and~~in ~~(3)~~three ~~for~~phases. ~~recovery~~During ofPhase ~~the~~1, ~~Company~~China Motion’s ~~past~~customers ~~and~~will ~~future~~be ~~damages~~permitted ~~caused~~to byroam ~~Respondents~~on StarHub’s network ~~breach~~in ofSingapore ~~the~~at ~~SPA~~agreed prices. ~~The Notice~~During ofPhase ~~Arbitration~~2, ~~does~~following ~~not~~completion ~~quantify~~of the ~~Company’s~~upgrade ~~damages,~~of ~~but~~China ~~the~~Motion’s ~~Company~~telephony ~~alleges~~core network, ~~such~~each ~~damages~~Party ~~may~~will ~~include~~supply ~~(a)~~the ~~additional audit~~other ~~and~~Party ~~legal~~with ~~fees~~an ~~associated~~agreed ~~with~~allotment ~~restating~~of ~~the~~phone ~~Company’s~~numbers ~~past~~and ~~financial~~international ~~statements,~~mobile subscriber identifiers (b“IMSIs”) ~~diminution~~for inprovisioning ~~value~~onto ofSIM cards which the ~~Company’s equity~~assigned Party may market or ~~capital~~sell ~~raising~~to ~~ability~~its aspost-paid asubscribers to ~~result~~complete ofinterconnections ~~restating~~through its ~~past~~own ~~financial~~network ~~statements~~operations center or ~~inability~~switch, towhich ~~include~~will ~~the~~provide ~~financial~~subscribers access to the ~~results~~home network of ~~CMTHK~~the inassigning ~~the~~Party ~~Company’s~~and/or ~~future~~other ~~consolidated~~networks ~~financial~~to ~~statements,~~which ~~(c) diminution~~such inParty ~~value~~has ofbeen ~~CMTHK’s equity,~~assigned ~~(d)~~rights ~~harm~~by toother ~~CMTHK’s~~mobile ~~business~~network operators. ~~reputation,~~During ~~corporate~~Phase ~~opportunities~~3, StarHub or ~~potential~~its ~~concession~~affiliates ~~opportunities,~~will ~~(e)~~have ~~other incidental~~an ~~and~~option ~~consequential~~to ~~damages,~~purchase ~~and~~up ~~(f)~~to ~~attorney~~a ~~fees~~25% ~~and~~equity ~~other~~stake ~~costs~~in ~~and~~China ~~disbursements~~Motion ~~the~~at its ~~Company~~then ~~incurs~~market invalue ~~prosecuting the~~(“StarHub ~~Arbitration~~Option”).

~~Pursuant~~(ii) The toStarHub Option is exercisable for three years, based on the ~~Arbitration~~proportionate ~~rules~~total enterprise value of China Motion as of the date of exercise, payable within 90 days after notice of exercise. For purposes of the StarHub Option, “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 ~~which~~100% of the capital stock of China Motion taking into account the net asset value on its balance sheet, the relative age, quality of and debt service on its capital infrastructure, its employees and distribution base and its contracts with mobile network operators and other partners, its historical and projected revenues and EBITDA, the ~~Company~~number and growth rates of its subscribers (by category) and the ~~Respondents~~average ~~agreed~~revenue inper user and churn rates associated with such subscribers, comparable sales of similar companies and the ~~SPA~~revenue and EBITDA multipliers applicable to such sales and to the telecommunications industry generally, ~~there~~the impact of potential exit into public listing onto the Hong Kong Stock Exchange, and such other factors as may be reasonably considered. If the Parties are ~~limitations~~unable to agree on the ~~right~~total toenterprise ~~publish~~value, orsuch ~~disclose~~value ~~any~~shall ~~information~~be ~~regarding~~determined by appraisal. Each Party shall designate a valuation expert with expertise in valuing telecommunications companies. The two experts shall first agree together on the ~~Arbitration~~appointment of ~~absent~~a ~~consent~~third expert. Each Party’s expert shall then independently prepare a report of ~~all~~the ~~parties~~total enterprise value of China Motion. Such valuation shall be without discount for minority interest compared to ~~the~~control ~~Arbitration~~premium. OnIf ~~August~~the 1total enterprise value as determined by each Party’s designated expert is within 10% of each other, ~~2013~~the Parties shall accept the average of the two. If the enterprise values differ by greater than 10%, the ~~Company~~third expert shall review the reports of the two experts and ~~Respondents~~determine ~~mutually~~which ~~consented~~report best toreflects ~~disclosure~~the total enterprise value, and that value shall be used for payment of ~~current~~the oroption ~~future~~exercise ~~information~~price. ~~regarding~~The StarHub Option is subject to limitations based on the ~~Arbitration~~Loan ~~that~~Agreement, aShare ~~party~~Charge ~~deems~~and ~~required~~Option orDeed ~~advisable~~with Xin Hua (disclosed in ~~connection~~the Company’s ~~with~~Report ~~its~~on ~~obligations~~SEC asForm a10-Q ~~company~~filed ~~with~~on ~~publicly~~November19, ~~traded~~2013) ~~securities~~during the time any of the loan amount is unpaid.

(iii) The ~~Arbitration~~initial ~~has~~term ~~just~~of ~~commenced~~the ~~and Respondents~~Cooperation ~~have~~Agreement ~~not~~is ~~yet~~36 ~~filed~~months, ~~their~~with ~~Response~~automatic torenewal ~~the~~in ~~Notice~~increments of ~~Arbitration.~~12 ~~The~~months ~~Company~~unless ~~may disclose material developments regarding~~either ~~the~~Party ~~Arbitration~~delivers asnotice ~~they~~of ~~occur, in the Company’s quarterly and/or annual current Reports on SEC Forms 10~~non-~~Q and 10-K, respectively~~renewal.

~~SIGNATURES~~(iv) During the initial term and following a six month ramp up, the Cooperation Agreement contains minimum revenue commitments by China Motion of SGD$300,000 during the first year, SGD$600,000 during the second year, and SGD$900,000 during the third year (all amounts are expressed in Singapore dollars).

~~Pursuant~~(v) The toCooperation ~~the~~Agreement ~~requirements~~describes ofdetails ~~the~~for ~~Securities~~ settlement and ~~Exchange~~payment ~~Act~~ of ~~1934~~charges asChina ~~amended~~Motion incurs for roaming services, and ~~the~~includes ~~Registrant~~schedules ~~has~~setting ~~duly~~forth ~~caused~~initial ~~this~~per ~~report~~minute toand beper ~~signed~~megabyte oncharges, ~~its~~and ~~behalf~~a byconfiguration ~~the~~showing ~~undersigned~~how ~~hereunto~~the Parties’ ~~duly~~respective ~~authorized~~networks will interface.

~~Date: August 1, 2013~~2

~~VelaTel~~(vi) The ~~Global~~Cooperation ~~Communications~~Agreement is subject to Singapore law, ~~Inc.~~with resolution of disputes through the courts of Singapore.

~~By:~~(vii) The ~~/s/George~~Cooperation ~~Alvarez~~ Agreement contains other terms regarding confidentiality, remedies for breach, warranties, force majeure, suspension and termination of service, all pursuant to terms the Company considers standard for transactions of a similar nature

~~Name:~~A ~~George~~copy ~~Alvarez~~of the Cooperation Agreement is attached as Exhibit 10.1 to this Report, omitting the schedules, which contain information the Parties consider proprietary and the Company considers not material for purposes of its SEC and shareholder reporting requirements. The Company intends to disclose from time to time on its website, www.velatel.com, other information regarding the scope and impact of the Cooperation Agreement on the operations of China Motion.

~~Title:~~A ~~Chief~~complete ~~Executive~~copy ~~Officer~~of the Cooperation Agreement is attached as Exhibit 10.1 to this Form 8-K, and is incorporated by this reference.

Item 9.01 Exhibits

10.1

Cooperation 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 2, 2013

VelaTel Global Communications, Inc.

By: /s/George Alvarez

Name: George Alvarez

Title: Chief Executive Officer

Filing Compare · VelaTel Global Communications, Inc.