SC 13G 1 v202344_sc13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13G
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
(Amendment No. _)*
 
 
COMMERCETEL CORPORATION
  
 
(Name of Issuer)
  
     
 
Common Stock
  
 
(Title of Class of Securities)
  
     
 
-20085P100-
  
 
(CUSIP Number)
  
     
 
11/9/2010
  
 
(Date of Event Which Requires Filing of this Statement)
  
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)
                      
x
Rule 13d-1(c)
 
¨
Rule 13d-1(d)
 
(*) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
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CUSIP NO. 20085P100
 
1. NAMES OF REPORTING PERSONS
 
Robert B. Prag.
 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
 
(a) o
(b) o
3. SEC USE ONLY
 
 4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF 
5. 
SOLE VOTING POWER 
SHARES 
 
1,000,000
BENEFICIALLY 
6. 
SHARED VOTING POWER 
OWNED BY 
 
 
EACH 
7. 
SOLE DISPOSITIVE POWER 
REPORTING 
 
1,000,000
PERSON 
8. 
SHARED DISPOSITIVE POWER 
WITH: 
 
   
 
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)     o
 
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ( 9)
 
5.6%
12. TYPE OF REPORTING PERSON (See instructions)
 
 
 
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Commercetel Corp.
  
 
Item 1(b). Address of Issuer's Principal Executive Offices:
 
8929 Aero Drive, Suite E
  
San Diego, CA 92123
  
 
Item 2(a). Name of Person Filing:
 
Robert B. Prag
  
 
Item 2(b). Address of Principal Business Office, or if None, Residence:
 
2455 El Amigo Road
Del Mar, CA 92014
  
 
Item 2(c). Citizenship:
 
USA
  
 
Item 2(d). Title of Class of Securities:
 
Common Stock
  
 
Item 2(e). CUSIP Number:
 
20085P100
  
 
Item 3. If This Statement is Filed Pursuant to §240  13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
 
(a) ___ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ___ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ___ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) ___ An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E).

(f) ___ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F).

(g) ___ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)

(h) ___ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) ___ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
 
 
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Item 4. Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a) Amount beneficially owned: 1,000,000 shares common stock
 
(b) Percent of class: 5.6%
 
(c) Number of shares as to which such person has: 1,000,000
 
(i) Sole power to vote or to direct the vote: 1,000,000
 
(ii) Shared power to vote or to direct the vote:
 
(iii) Sole power to dispose or to direct the disposition of: 1,000,000
 
(iv) Shared power to dispose or to direct the disposition of:
 
Item 5. Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
 
 
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
 
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
 
Item 8. Identification and Classification of Members of the Group.
 
 
 
 
 
 
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Item 10. Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: November 12, 2010      
 
 
       
       
 
By:
 /s/ Robert B. Prag  
 
Name:  Robert B. Prag             
Title:
       
 
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