SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
 October 4, 2007
  Yankuan Li Chief Executive Officer and Chairman of the Board Guangzhou Global Telecom, Inc. Room 1802, North Tower, Suntec Plaza No. 197, Guangzhou Avenue North Guangzhou, PRC 510075
Re: Guangzhou Global Telecom, Inc.
Registration Statement on Form SB-2 Filed September 4, 2007
  File No. 333-145858
Dear Mr. Li:

We have limited our review of your Fo rm SB-2 to consideration of your
disclosure concerning the conve rtible note and warrant transa ctions and related matters
and have the following comments.  Where i ndicated, we think you should revise your
documents in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

 1. Please revise the cover page of your regi stration statement to include the name,
address and telephone number of your agent for service as required by Form SB-
2.
 2. Since you are registering securities to be offered on a continuous or delayed basis
pursuant to Rule 415, please revise to ch eck the appropriate box on the cover page
of your registration statement.

Yankuan Li
Guangzhou Global Telecom, Inc.
October 4, 2007 Page 2
 3. Your registration statement must be si gned by your principal executive officer,
your principal financial officer, your principal accounting officer and a majority
of your board of directors.  Provide th e appropriate signatures with your next
amendment.  Refer to the instructions for signatures to Form SB-2.

4. Some of the information in your registra tion statement does not appear consistent
with your business or this offering as described elsewhere in the registration
statement.  For example:

• On page four, you discuss risks enco untered by motorsports companies;

• On page seven, you discuss risks asso ciated with trading in the Pink
Sheets;

• In the risk factor on page eight, you refer to a July 2006 financing; and

• On page 13 and 22, you name Moore & Associates Chartered as your
auditor.

These are merely examples.  Please revise  to correct the inconsistencies in your
disclosure.

Calculation of Registration Fee Table

 5. Disclose whether you are registering any sh ares that you may issue to satisfy your
mandatory redemption obligations or to make interest payments on the convertible notes.  We ma y have further comments.
 Disclosure Regarding Our Recent Financing and Conversion of Notes and Exercise of
Warrants, page 2

Terms of Financing Documents, page 2

6. Please discuss the material terms of  the registration rights agreement.

Securities Purchase Agreement, page 2

7. You refer to subscription amounts for the convertible notes that exceed the “net aggregate purchase price.”  Please clar ify whether you issued the convertible
notes at a discount to the principal amount (i.e., original  issue discount).

Yankuan Li
Guangzhou Global Telecom, Inc.
October 4, 2007 Page 3
8. You disclose that the investors will pur chase additional notes upon effectiveness
of this registration statement.  Please disclose any other material conditions to the investors’ purchase of the additional notes.

Warrants, page 3

 9. Please expand your description of the anti -dilution provisions of  the warrants to
explain in more detail how a below-mark et stock issuance would result in an
adjustment to the exercise price.
 Notes, page 3

10. Please disclose all the material terms of  the notes.  For example, describe the
following:

• the anti-dilution and other terms of th e convertible notes that could result
in an adjustment to the conversion price;
• the company’s monthly redemption obligation;
• the company’s option to pay the mont hly redemption and interest in cash
or stock;
• the optional redemption provisions;
• the forced conversion provisions;
• the beneficial ownership limitations;

These are just examples.  Please expand your disclosure accordingly.

Value of Shares Underlying Notes, page 3
 11. Please disclose the total dollar value of  the securities underlying the convertible
notes that you have registered for resale using the market price per share for those
securities on the date of the sale of the convertible notes.  Disclose the market price and date that you are using to calculate the value of the shares.
 12. Please provide tabular disclosure of th e dollar amount of each payment (including
the value of any payments to be made in  common stock) in connection with the
convertible notes and warrants transaction that you have made or may be required
to make to any selling shareholder, any affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationship regarding
the transaction (including any intere st payments, original issue discount,
liquidated damages, payments made to “f inders” or “placement agents,” and any
other payments or potential payments).  Please provide footnote disclosure of the terms of each such payment.  Please do not  include any repayment of principal on
the convertible notes in this disclosure.

Yankuan Li
Guangzhou Global Telecom, Inc.
October 4, 2007 Page 4
Further, please provide us, with a view to wards disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and warrants and the total possible payments  to all selling shareholders and any of
their affiliates in the first year follo wing the sale of convertible notes and
warrants.

13. Please disclose the total possible profit the selling shareholders could realize as a
result of the conversion discount for the securities underlying the notes, presented
in a table with the following information disclosed separately:

• the market price per share of the securities underlying the notes on the
date of the sale of the convertible note;

• the conversion price per share of th e underlying securitie s on the date of
the sale of the notes, calculated by using the price per share established in
the notes; and

• the total possible shares underlying the notes (assuming no interest
payments and complete conversion throughout the term of the notes);
• the combined market price of the total number of shares underlying the
notes, calculated by using the market pr ice per share on the date of the sale
of the notes and the total possi ble shares underlying the notes;

• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
notes calculated by using the conversion price on the date of the sale of the notes and the total possibl e number of shares the selling shareholders may
receive; and
• the total possible discount to the market price as of the date of the sale of the notes, calculated by subtracting th e total conversion price on the date
of the sale of the notes from the combined market price of the total number of shares underlying the notes on that date.

If there are provisions in the notes that could result in a change in the price per
share upon the occurrence of certain even ts, please provide additional tabular
disclosure as appropriate.  For example, if the conversion pri ce per share is fixed
unless and until the market price falls belo w a stated price, at which point the
conversion price per share drops to a lower price, please provide additional
disclosure.

Yankuan Li
Guangzhou Global Telecom, Inc.
October 4, 2007 Page 5
14. Please disclose the total possible profit the selling shareholders could realize as a result of the redemption conversion discount used if you opt to pay your
mandatory redemption payments under th e notes in shares of common stock.
Present this information in a table with  the following information disclosed in
separate columns or rows:

• the market price per share of the securities that may be issued upon
redemption of the notes, using the da te of the sale of the notes;

• the redemption conversion price per shar e used to convert your mandatory
redemption payments into securities , calculated by using the redemption
conversion discount rate and the market  rate per share on the date of the
sale of the notes.

• the total possible shares issuable upon redemption of the notes (assuming
no interest payments and complete redemption throughout the term of the notes);

• the combined market price of the total number of shares issuable upon
redemption of the notes, calculated by using the market price per share on
the date of the sale of the notes and the total possible sh ares issuable upon
redemption;

• the total possible shares the selling shareholders may receive and the
combined redemption conversion pri ce used to convert your mandatory
redemption payments into securities , calculated by using the redemption
conversion price on the date of the sale  of the notes and the total possible
number of shares the selling shareholders may receive; and

• the total possible discount to the market price as of the date of the sale of the ntoes, calculated by subtracting the total conversion redemption price
on the date of the sale of the notes from the combined market price of the total number of shares issuable upon re demption of the notes on that date.

Provide similar disclosure of the total possible profit the selling shareholders could realize as a re sult of the interest conversion discount used if you opt to pay
your interest payments on the not es in shares of common stock.
 15. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:

• the total possible profit to be reali zed as a result of any conversion or
exercise discounts for securities under lying any other warrants, options,
notes, or other securities of the i ssuer that are held by the selling

Yankuan Li
Guangzhou Global Telecom, Inc.
October 4, 2007 Page 6
shareholders or any affiliates of th e selling shareholders, presented in a
table with the following information disclosed separately:

• market price per share of the underlying securities on the date of the sale
of that other security;
• the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:

- if the conversion/exercise price per share is set at a fixed price, use
the price per share on the date of th e sale of that other security; and

- if the conversion/exercise price per share is not set at a fixed price
and, instead, is set at a floating ra te in relationship to the market
price of the underlying securit y, use the conversion/exercise
discount rate and the market rate per share on the date of the sale
of that other security and determ ine the conversion price per share
as of that date;

• the total possible shares  to be received under the particular securities
(assuming complete conversion/exercise);
• the combined market price of th e total number of underlying shares,
calculated by using the market price pe r share on the date of the sale of
that other security and the total possible shares to be received;
• the total possible shares to be received and the combined conversion price
of the total number of shares underlyi ng that other security calculated by
using the conversion price on the date of the sale of that other security and
the total possible number of underlying shares; and

• the total possible discount to the market price as of the date of the sale of that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that  other security from the combined
market price of the total number of underlying shares on that date.

In responding to this comme nt, include the convertibl e notes that the selling
shareholders will receive conditioned upon the effectiveness of the registration statement.
 16. Please disclose in a table:

• the gross proceeds paid or payable to the issuer in the convertible notes
transaction;

Yankuan Li
Guangzhou Global Telecom, Inc.
October 4, 2007 Page 7

• all payments that have been made or that may be required to be made by the issuer that are disclosed in response to comment 12;

• the resulting net proceeds to the issuer; and

• the combined total possible profit to  be realized as a result of any
conversion discounts regarding the secu rities underlying the notes and any
other warrants, options, notes, or other s ecurities of the issuer that are held
by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to comment 13 and comment 15.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments as
disclosed in response to comment 12 and th e total possible discount to the market
price of the shares underlyi ng the convertible notes as disclosed in response to
comment 13 divided by the net proceeds to  the issuer from the sale of the
convertible notes, as well as the amount of  that resulting percentage averaged
over the term of the convertible notes.
 17. Please disclose in another table the same  information as requested in comment 16,
above, but substituting for the fourth bu llet point the combin ed total possible
profit to be realized as a result of any redemption conversion discounts used if the
company chooses to convert its mandatory  redemption obligations under the notes
into securities and any other warrants, options, notes, or other securities held by selling shareholders or any affiliates of selling shareholders that is disclosed in
response to our comment 14 and comment 15.

Shares Outstanding Prior to  the Transaction, page 3

18. As shown in the first row of your table, the number of shares outstanding prior to
convertible note transaction held by pers ons other than the selling shareholders,
affiliates of the company and affiliates of the selling shareholders is 53,090,000.
This number does not appear consistent  with your disclosu re elsewhere of
40,286,576 outstanding shares held by non-affiliat es.  Please tell us what accounts
for the difference or, alternatively, revise your disclosure throughout your
prospectus to be consistent.

Risk Factors, page 4

19. Please revise your prospectus so that your “Risk Factors” section immediately
follows your “Summary Information” section.  Refer to Regulation S-B Item 503(c).

Yankuan Li
Guangzhou Global Telecom, Inc.
October 4, 2007 Page 8
20. Please provide a risk factor that discu sses the dilutive impact of the notes and
warrants issued and issuable in the July 2007 financing.  In your risk factor, discuss the beneficial ownership limitati ons contained in the notes and warrant
agreements.  In particular, discuss that the beneficial ownership limitations do not prevent the selling shareholders from ultimately exercising and selling the full amount issuable upon exercise of the notes a nd warrants.  In this regard, state that,
even though the selling shareholders ma y not receive more than 4.99% of the
then-outstanding common stock, this rest riction does not prevent them from
selling some of their holdings and then receiving additional shares.  In this way, the selling shareholders could sell mo re than these l