0001144204-18-008585.txt : 20180214 0001144204-18-008585.hdr.sgml : 20180214 20180214130812 ACCESSION NUMBER: 0001144204-18-008585 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: COMVENTURES V ENTREPRENEURS' FUND, L.P. GROUP MEMBERS: COMVENTURES V, L.P. GROUP MEMBERS: COMVENTURES V-B CEO FUND, L.P. GROUP MEMBERS: ROLAND A. VAN DER MEER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXESSTEL INC CENTRAL INDEX KEY: 0001092492 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 911982205 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79459 FILM NUMBER: 18610219 BUSINESS ADDRESS: STREET 1: 6815 FLANDERS DR STE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-875-7262 MAIL ADDRESS: STREET 1: 6815 FLANDERS DR STE 210 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: MIRACOM INDUSTRIES INC DATE OF NAME CHANGE: 19990803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ComVen V, LLC CENTRAL INDEX KEY: 0001305803 IRS NUMBER: 770550928 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 305 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 325-9600 MAIL ADDRESS: STREET 1: 305 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13D/A 1 tv485735_sc13da.htm SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 25049

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 3)

 

 

Axesstel, Inc.

(Name of Issuer)

 

 

Common Stock, par value $.0001 per share

(Title of Class of Securities)

 

 

05459T101

(CUSIP Number)

 

 

 

Roland A. Van der Meer

Fuse Capital

PO Box 1251

Menlo Park, CA 94026-1251

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

December 20, 2017

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box    ¨  

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

 

*   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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

CUSIP NO.   05459T 10 113DPage 2 of 8

 

 


1		 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ComVen V, LLC (“ComVen V”)
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
0 shares
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
0 shares
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

OO

       

 

 

CUSIP NO.   05459T 10 113DPage 3 of 8

 

 

1 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ComVentures V, L.P. (“CV V”)
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
0 shares
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
0 shares
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

PN

       

 

 

CUSIP NO.   05459T 10 113DPage 4 of 8

 

 


1		 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ComVentures V-B CEO Fund, L.P. (“CV V-B”)
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
0 shares
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
0 shares
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

PN

       

 

 

 

CUSIP NO.   05459T 10 113DPage 5 of 8

 

 


1		 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ComVentures V Entrepreneurs’ Fund, L.P. (“CV V Ent”)
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
0 shares
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
0 shares
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

PN

       

 

 

CUSIP NO.   05459T 10 113DPage 6 of 8

 

 


1		 NAME OF REPORTING
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roland A. Van der Meer (“Van der Meer”)
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
0 shares
  6 SHARED VOTING POWER
0 shares
  7 SOLE DISPOSITIVE POWER
0 shares
  8 SHARED DISPOSITIVE POWER
0 shares
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*

 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON*

IN

       

 

 

 

CUSIP NO.   05459T 10 113DPage 7 of 8

 

BACKGROUND

 

This Amendment No. 3 to Schedule 13D relates to the beneficial ownership of common stock, par value $0.0001 per share (the “Common Stock”), of Axesstel, Inc., a Nevada corporation (the “Company”). This Amendment No. 3 supplements and amends the Schedule 13D originally filed with the Securities and Exchange Commission on December 5, 2005 and as amended by Amendment No. 1 filed on June 9, 2009 and by Amendment No. 2 filed on September 24, 2014 (the “Original Schedule 13D”). Only those items that are hereby reported are amended; all other items remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. This Amendment No. 3 is being filed by ComVen V, LLC, ComVentures V, L.P., ComVentures V-B CEO Fund, L.P., ComVentures V Entrepreneurs’ Fund, L.P. and Roland A. Van der Meer. The aforementioned entities and individual are collectively referred to in this Amendment No. 3 as the “Reporting Persons.” Each Reporting Person disclaims beneficial ownership of all shares of Common Stock, other than those reported herein as being owned by such Reporting Person. Capitalized terms not defined in this Amendment No. 3 have the meanings ascribed to them in the Original Schedule 13D. The Company’s principal executive offices are located at 6815 Flanders Dr., Suite 210, San Diego, California 92121.

 

Item 2. Identity and Background

 

Item 2(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(b)        The address of the principal business and principal office of each of the Reporting Persons is PO Box 1251, Menlo Park, California 94025-1251.

 

Item 5. Interest in Securities of the Company

 

Items 5(a), 5(b), 5(c) and 5(e) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

 

(a,b)      Regarding aggregate beneficial ownership, see Row 9 of the cover page of each Reporting Person. Regarding percentage beneficial ownership, see Row 11 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 5 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 6 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 8 of the cover page of each Reporting Person.

 

(c)        Except as set forth in Item 3 above, the Reporting Persons have not effected any transaction in the Common Stock of the Company during the past 60 days.

 

(e)       The Reporting Persons ceased to be beneficial owners of 5% or more of the Company’s Common Stock on December 20, 2017.

 

 

CUSIP NO.   05459T 10 113DPage 8 of 8

 

SIGNATURES

 

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.

 

February 14, 2018

 

  COMVEN V, LLC  
       
  By: /s/ Roland A. Van der Meer                
    Name: Roland A. Van der Meer  
    Title: Managing Member  
       
  COMVENTURES V, L.P.  
     
  By: ComVen V, LLC, its General Partner  
       
  By: /s/ Roland A. Van der Meer                
    Name: Roland A. Van der Meer  
    Title: Managing Member  
       
  COMVENTURES V-B CEO FUND, L.P.  
     
  By: ComVen V, LLC, its General Partner  
       
  By: /s/ Roland A. Van der Meer                
    Name: Roland A. Van der Meer  
    Title: Managing Member  
       
  COMVENTURES V ENTREPRENEURS’ FUND, L.P.  
     
  By: ComVen V, LLC, its General Partner  
       
  By: /s/ Roland A. Van der Meer                
    Name: Roland A. Van der Meer  
    Title: Managing Member  
       
  /s/ Roland A. Van der Meer                          
  ROLAND A. VAN DER MEER