SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STEPHENS PAUL HARBOUR

(Last)

(First)

(Middle)

ONE SANSOME STREET

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AXESSTEL INC [ AFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnote 3

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.0001 par value per share	08/17/2006		P		27,200	A	$1.4499	909,488	I	By: Orphan Fund, L.P.⁽¹⁾⁽³⁾
Common Stock, $.0001 par value per share	08/18/2006		P		13,100	A	$1.4424	922,588	I	By: Orphan Fund, L.P.⁽¹⁾⁽³⁾
Common Stock, $.0001 par value per share								837,497	I	By: Nanocap Fund, L.P.⁽¹⁾⁽³⁾
Common Stock, $.0001 par value per share								1,405,815	I	By: Nanocap Qualified Fund, L.P.⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These securities are held directly by Orphan Fund, L.P. and Nanocap Fund, L.P., U.S. investment limited partnerships (the "Partnerships"), neither of which, for Section 16 purposes, is itself the beneficial owner of more than 10% of the issuer's common stock. Stephens Investment Management, LLC ("SIM"), a registered investment adviser, is the general partner and investment manager of each of the Partnerships. Paul H. Stephens is a managing member and minority owner of SIM, and Mr. Stephens also holds limited partnership interests in each of the Partnerships. Each of SIM, Mr. Stephens and each Partnership expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.

2. These securities are held directly by Nanocap Qualified Fund, L.P. ("NQF"), which, for Section 16 purposes, is not itself the beneficial owner of more than 10% of the issuer's common stock. SIM is NQF's general partner and investment manager, and Mr. Stephens is a managing member and minority owner of SIM. Each of SIM, Mr. Stephens and NQF expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.

3. Because Mr. Stephens, as a managing member of SIM, may be deemed to be a "control person" who, for purposes of Rule 16a-1(a)(1)(vii), may be deemed to hold in excess of 1% of the issuer's common stock indirectly through his limited partnership interests in the Partnerships, Mr. Stephens has voluntarily elected to file this Form 4 as a reporting person to report transactions by Orphan Fund. Mr. Stephens' election to file this Form 4 should not be construed as an admission of his status as a control person under Rule 16a-1(a)(1)(vii) or as a 10% beneficial owner of the issuer's common stock for Section 16 purposes. In addition, Mr. Stephens, as the reporting person, disclaims membership in a group with any non-reporting person within the meaning of Rule 13d-5(b)(1) and Rule 16a-1(a)(1).

Remarks:

	/s/ Paul H. Stephens	08/18/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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