SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

 November 23, 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.
Amendment No. 1 to Registration Statement on Form SB-2 Filed November 13, 2007
  File No. 333-145858  Dear Mr. Li:

We have limited our review of your filing to  the matters set forth in the comments
below.  Where indicated, 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
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  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 update your financial statements a nd related disclosures, as required by
Item 310(g) of Regulation S-B.

Yankuan Li
Guangzhou Global Telecom, Inc.
November 23, 2007 Page 2

Disclosure Regarding Our Recent Financing and Conversion of Notes and Exercise of
Warrants, page 2

Warrants, page 3
Notes, page 3

2. Please revise your description of anti-dilut ion provisions of the warrants to clearly
explain the provisions by which a subsequent  equity issuance at a price below the
exercise price  would result in an adju stment of the exercise price and an issuance
of additional warrant shares.  Expand  your description of the anti-dilution
provisions of the notes to provide similar disclosure with respect to subsequent
equity issuances below the conversion price .
 3. In your descriptions of the terms of the warrants and notes, avoid the use of
capitalized, defined terms that are not de fined in the prospectus.  Additionally,
provide a clear summary of the material terms rather than reproducing the terms
of the securities verbatim.
 4. Please expand your description of the not es to summarize the provisions for the
payment of interest, including the option to pay interest in shares of common
stock and the conversion rate for such  payments.  Additionally, explain the
provision that states that no interest is payable in any month where your trading
price is greater than $.01 (as stated in footnote thr ee on page five).  In your
response letter, please tell us where this provision is located.
 5. Please correctly state the maturity of the notes or advise us why you have
disclosed a five year term.  The maturity date set forth in the notes is July 2009.
 Value of Shares Underlying Notes, page 4

 6. The value of 2,787,456 shares based on a market price per share of $0.98 is not $2,564,459.  Please revise or explain to us in  your response letter what the value
disclosed represents.
 Fees and Payments Associated  with Transaction, page 5

 7. As requested in comment 12 in our lett er dated October 4, 2007, please include
the original issue discount on the notes as a payment to  the selling stockholders in
the table where appropriate.

Yankuan Li
Guangzhou Global Telecom, Inc.
November 23, 2007 Page 3

Total Possible Profit Selling Stoc kholders Could Realize, page 6

Notes, page 6
 8. It is unclear what the amount of shares, 3,498,541, included in the column “Shares Underlying Notes” represents.  Pleas e revise to include in this column the
amount of shares underlying the aggregate principal amount of notes outstanding based on the current conversion price of $0.82.  Revise the remaining columns as
appropriate.  We also note that the colu mn “Combined Market Price of Shares”
does not appear to reflect the market value of the “Shares Underlying Notes”
based on the market price per share on the date of the sale of the notes of $0.98.
Refer to comment 13 in our letter dated October 4, 2007.  To the extent you have
used these figures in your othe r tables, revise accordingly.
  9. Additionally, revise to ex plain your statement in footnote three that the
conversion price of the notes may fluctuat e as market prices fluctuate.  Although
interest payments and mandatory redemp tion payments may be converted into
stock based in part on market prices, it does not appear to be the case that the
conversion price of the notes will othe rwise fluctuate with market prices.
 Warrants, page 6

 10. Based on the fact that the exercise pr ice of the warrants ($1.12) exceeds the
market price on the issuance date ($0.98) and the market price on the date of your
amended Form SB-2, it is unclear why you have indicated in the column “Total Possible Discount to Market Price” and the accompanying footnote six that the
exercise of the warrants would result in a profit if exercised by the selling stockholders.  We note that you have include d this profit in seve ral of your tables
and the accompanying footnotes.  Please revise as appropriate.
 Total Possible Profit Selling Shareholders Could Realize as a Result of the Redemption
Conversion Discount, page 7
 Total Possible Profit Selling Shareholders Could Realize as a Result of the Interest
Conversion Discount, page 7
 11. Comment 14 in our letter dated October 4, 2007 was directed at the profit selling
stockholders could realize as a result of conversion discount s (i.e. the lesser of (i)
$0.82 and (ii) 85% of the ten day volume weighted average price preceding the redemption or interest payment date, as applicable) in connection with mandatory redemption payments and interest paymen ts in the event you chose make those
payments in shares of stock.  The tables do not appear to contain this information.
For example:

Yankuan Li
Guangzhou Global Telecom, Inc.
November 23, 2007 Page 4

• it is unclear why you refer in the footnotes to the 120% conversion
premium in connection with your optional cash  redemption and how that
relates to the figures in the tables; and

• it is unclear how you determined the numbers in the columns “Total
Possible Shares Issuable Upon Re demption of the Notes” in the
redemption table and “Total Possible Shares Issuable to Pay Interest on
the Notes” in the interest table.

Please refer to comment 14 in our lett er dated October 4, 2007 and revise
accordingly.  To the extent you believe that the tables display the requested
information, explain in more detail in  the footnotes how you determined the
figures in the tables.
 Combined Total Possible Profit Sellin g Stockholders Could Realize, page 8

 12. Please rename this section to reflect that  it provides a comparison of net proceeds
to you and total possible profit to investors.
 13. In the table beginning on the bottom of page eight, the column “Net Proceeds to Company” should reflect the difference between the “Gross Proceeds Payable to
the Company” and the “Maximum Possible Payments by Company.”  Please refer to comment 16 in our letter dated Oc tober 4, 2007 and re vise accordingly.

14. Please expand your footnote disclosure to this table to fully describe how you
determined to include the numbers in each column.  If the number was taken from
another table, include a cross-reference to that table, column and accompanying
footnote disclosure.
 15. Please remove the three tables beginning on pages nine and 10 or explain to us in
your response letter why you believe they are responsive to a prior comment of
ours or are otherwise material to investor s.  In the place of these three tables,
provide one table in a similar format to the table beginning on the bottom of page
eight, but substituting columns providing the possible profit to investors from interest payment and redemption payment conversion discounts in place of the
column “Combined Total Po ssible Profit to Investors. ”  Your disclosure in
response to comment 11 above should provide this information.  Also refer to our
prior comment 17.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested supplemental information.

Yankuan Li
Guangzhou Global Telecom, Inc.
November 23, 2007
Page 5

Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.

You may contact John Harrington, Atto rney-Adviser, at 202-551-3576, Kathleen
Krebs, Special Counsel, at 202-551-3810, or  me, at 202-551-3810, with any questions.

     S i n c e r e l y ,          /s/ Larry Spirgel      A s s i s t a n t  D i r e c t o r
      cc: Richard I. Anslow, Esq.  Anslow & Jaclin, LLP  Via facsimile: (732) 577-1188