SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on November 12, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. _)*
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COMMERCETEL CORPORATION
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(Name
of Issuer)
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Common Stock
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(Title
of Class of Securities)
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-20085P100-
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(CUSIP
Number)
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11/9/2010
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(Date
of Event Which Requires Filing of this Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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(*) 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).
Page 1 of
6
CUSIP NO.
20085P100
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
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NUMBER
OF
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5.
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SOLE
VOTING POWER
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SHARES
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1,000,000
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BENEFICIALLY
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6.
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SHARED
VOTING POWER
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OWNED
BY
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EACH
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7.
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SOLE
DISPOSITIVE POWER
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REPORTING
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1,000,000
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PERSON
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8.
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SHARED
DISPOSITIVE POWER
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WITH:
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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)
Page 2 of
6
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Commercetel Corp.
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Item
1(b). Address of Issuer's Principal Executive Offices:
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8929
Aero Drive, Suite E
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San Diego, CA 92123
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Item
2(a). Name of Person Filing:
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Robert B. Prag
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Item
2(b). Address of Principal Business Office, or if None, Residence:
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2455 El Amigo Road
Del Mar, CA 92014
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Item
2(c). Citizenship:
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USA
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Item
2(d). Title of Class of Securities:
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Common Stock
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Item
2(e). CUSIP Number:
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20085P100
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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).
Page 3 of
6
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
Page 4 of
6
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.
Page 5 of
6
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 | |||
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By:
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/s/ Robert B. Prag | ||
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Name:
Robert B.
Prag
Title:
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