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¨
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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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CUSIP
No. 20085P100
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1)
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Names
of Reporting Persons.
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I.R.S.
Identification Nos. of Above Persons (entities only)
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Robert
B. Prag
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2)
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Check
the Appropriate Box if a Member of a Group
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(a) ¨
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(See
Instructions)
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(b) ¨
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3)
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SEC
Use Only
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4)
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Citizenship
or Place of Organization
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USA
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Number
of Shares
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5) Sole
Voting Power 1,306,584
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Beneficially
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6) Shared
Voting Power 500,000
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Owned
by Each
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7) Sole
Dispositive Power 1,369,918
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Reporting
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8) Shared
Dispositive Power 500,000
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Person
With
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9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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1,869,918
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10)
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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¨
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11)
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Percent
of Class Represented by Amount in Item 9
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8.31%
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12)
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Type
of Reporting Person (See Instructions)
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IN
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(A)
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NAME OF ISSUER:
CommerceTel Corp.
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(B)
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ADDRESS
OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICE
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(A)
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NAME
OF PERSONS FILING
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(B)
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR IF NONE,
RESIDENCE
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(C)
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CITIZENSHIP
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(D)
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TITLE
OF CLASS OF SECURITIES
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(E)
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CUSIP
NUMBER
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(a)
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___
Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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___
Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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___
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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___
Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
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(e)
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___
An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
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(f)
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___
An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F).
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(g)
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___
A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G)
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(h)
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___
A savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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___
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).
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(j)
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___
Group, in accordance with section
240.13d-1(b)(1)(ii)(J).
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ITEM
4.
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OWNERSHIP.
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(a) Amount beneficially owned: Robert B. Prag is the record holder of the following securities of CommerceTel Corporation (“Issuer”): (i) 1,306,584 shares of common stock; and (ii) Warrants entitling him to purchase from the Issuer 63,334 shares of common stock for $2.00 per share.
Mr. Prag is the trustee of The Del Mar Consulting Group, Inc. Retirement Plan Trust (the “Trust”), which Trust is the record holder of the following securities of Issuer: (i) 500,000 shares of common stock. As Robert B. Prag is the Trustee and a beneficial owner of The Del Mar Consulting Group, Inc. Retirement Plan Trust, he would be deemed to be the beneficial owner of these 500,000 shares of common stock as well.
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(b)
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Percent
of class:
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(c)
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Number
of shares as to which the person
has:
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(i)
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Sole power to vote or to direct the vote: 1,306,584
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(ii)
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Shared power to vote or to direct the vote: 500,000
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(iii)
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Sole power to dispose or to direct the disposition
of: 1,369,918
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(iv)
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Shared power to dispose or to direct the disposition
of: 500,000
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ITEM
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS
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ITEM
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable |
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ITEM
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
Not Applicable |
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ITEM
8.
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not Applicable |
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ITEM
9.
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NOTICE
OF DISSOLUTION OF GROUP
Not Applicable |
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ITEM
10.
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CERTIFICATION.
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By:
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/s/
Robert B. Prag
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Name:
Robert B.
Prag
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