UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x        Filed by a Party other than the Registrant  ¨

Check the appropriate box:

AXESSTEL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

AXESSTEL, INC.

6815 Flanders Drive, Suite 210

San Diego, California 92121

858-625-2100

www.axesstel.com

Dear Fellow Stockholder:

We are pleased to invite you to attend our 2011 Annual Meeting of Stockholders to be held on September 16, 2011 at our offices located at 6815 Flanders Drive, Suite 210, San Diego, California 92121, beginning at 10:00 a.m., local time.

Enclosed are the notice of annual meeting of stockholders and the proxy statement describing the business that will be acted upon at the annual meeting. Please vote on the business to come before the meeting, as it is important that your shares are represented. Instructions on the proxy card explain how you may vote on the Internet or by returning your proxy card by mail. If you decide to attend the meeting, you may, of course, revoke your proxy and cast your vote in person.

Whether or not you plan to attend the meeting, please vote on the Internet or complete, sign, date and return the enclosed proxy card in the envelope provided.

We have also enclosed a copy of our annual report on Form 10-K for our fiscal year ended December 31, 2010. We encourage you to read our annual report, which includes information on our products, operations and markets, as well as our audited financial statements for the fiscal year ended December 31, 2010.

We look forward to seeing you at the meeting.

Sincerely,

H. Clark Hickock

Chief Executive Officer

July 22, 2011

San Diego, California

AXESSTEL, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

SEPTEMBER 16, 2011

TO THE STOCKHOLDERS OF AXESSTEL, INC.:

NOTICE IS HEREBY GIVEN that the 2011 Annual Meeting of Stockholders of Axesstel, Inc., a Nevada corporation, will be held on September 16, 2011 at 10:00 a.m. local time, at its offices located at 6815 Flanders Drive, Suite 210, San Diego, California 92121. At the annual meeting you will be asked to:

1. Elect five directors to hold office until our next annual meeting of stockholders and until their respective successors have been elected and qualified.

2. To ratify the appointment of Gumbiner Savett, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2011.

3. Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the accompanying proxy statement.

Our board of directors has fixed the close of business on July 18, 2011 as the record date for the determination of stockholders entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof.

By Order of the Board of Directors

Patrick Gray

Chief Financial Officer and Secretary

San Diego, California

July 22, 2011

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. YOU MAY VOTE BY USING THE INTERNET AS INSTRUCTED ON THE PROXY CARD, OR BY COMPLETING, SIGNING AND DATING THE PROXY CARD AND RETURNING IT IN THE ENCLOSED ENVELOPE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

AXESSTEL, INC.

PROXY STATEMENT

2011 ANNUAL MEETING OF STOCKHOLDERS

SEPTEMBER 16, 2011

The board of directors of Axesstel, Inc., a Nevada corporation (“Axesstel,” “we,” “our” or “us”), is soliciting the enclosed proxy on our behalf for use at our annual meeting of stockholders to be held on September 16, 2011 at 10:00 a.m., and at any adjournments or postponements thereof, for the purposes set forth in this proxy statement and in the accompanying notice of annual meeting of stockholders. The annual meeting will be held at our corporate headquarters located at 6815 Flanders Drive, Suite 210, San Diego California 92121. Our telephone number is (858) 625-2100.

All stockholders are cordially invited to attend the annual meeting in person. To obtain directions to be able to attend the meeting and vote in person, please contact our corporate secretary at our principal executive offices referenced in this proxy statement. In any event, please complete, sign, date and return the proxy in the enclosed envelope. We are first sending out these proxy materials to stockholders on or about July 22, 2011.

ABOUT THE ANNUAL MEETING

All votes will be tabulated by the inspector of elections appointed for the annual meeting. The inspector will separately count affirmative and negative votes, abstentions and “broker non-votes.” Proxies that are received, regardless of whether the proxy is marked as an abstention from voting on one or more matters, and “broker non-votes” will be included in the calculation of the number of votes considered to be present at the annual meeting for the purpose of establishing a quorum. If a quorum is not achieved, holders of the votes present, in person or by proxy, may adjourn the annual meeting to another date.

-1-

However, if your shares are held in “street name” and you wish to vote at the annual meeting, you must obtain from the record holder a proxy issued in your name.

With respect to the proposal to ratify the appointment of Gumbiner Savett, Inc., if a quorum exists, the affirmative vote of the holders of a majority of the shares of our common stock having voting power on the proposal present in person or represented by proxy at the annual meeting is required to ratify the appointment of Gumbiner Savett, Inc.

-2-

ADDITIONAL INFORMATION

Our annual report on Form 10-K for our fiscal year ended December 31, 2010 accompanies this proxy statement but does not constitute a part of the proxy soliciting materials. A copy of such annual report, including financial statements but without exhibits, is available without charge to any person whose vote is solicited by this proxy upon written request to our corporate secretary at our principal office (6815 Flanders Drive, Suite 210, San Diego, CA 92121). Copies may also be obtained through the SEC’s web site at www.sec.gov.

-3-

PROPOSAL 1

ELECTION OF DIRECTORS

Our board of directors currently consists of five directors. The five nominees for director are all incumbent directors. Directors are elected at each annual meeting of stockholders and, if elected, hold office until the next annual meeting of stockholders and until their successors have been elected and qualified, subject to any such director’s earlier resignation or removal.

Director Nominees

Based on the recommendation of the nominating and governance committee of our board of directors, our board of directors has nominated the five individuals set forth below for election. If elected, the nominees will serve as directors until the annual stockholders meeting in 2012 and until their successors are elected and qualified, subject to earlier resignation or removal. Each of Messrs. Gozia, Hautanen, and Hickock served on our board of directors during the past fiscal year. Messrs. Fruehan and Gray were appointed to our board of directors in June 2011. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as our board of directors may propose. Each person nominated for election has agreed to serve if elected, and our board of directors has no reason to believe that any nominee will be unable to serve.

Mark Fruehan was appointed to our board of directors in June 2011. He is currently the Executive Vice President, Sales and Business Development for AdMarvel, an Opera Software ASA company, a position that he has held since 2008. AdMarvel is the world-wide leader in mobile ad serving, mediation and monetization infrastructure. From 2001 to 2007, Mr. Fruehan served as Chief Business Development Officer for VeriSign Communication Services, a subsidiary of VeriSign, Inc. (Nasdaq: VRSN). From 1996 to 1999, he served in various positions with Cellstar Corporation, including the Senior Vice President of Corporate Development where he was responsible for global business development and mergers and acquisitions. During this time CellStar was the largest mobile device distributor and value added logistics provider for the wireless telephony market. Mr. Fruehan currently serves on the Board of Directors of Wau Movil, a privately held company. Wau Movil is the largest mobile transaction provider in Latin America capable of reaching half a billion subscribers everyday. Mr. Fruehan received a bachelor of science in economics from Penn State University.

Richard M. Gozia is chair of our audit committee and has been a director since February 2009. He served as chief executive officer of ForeFront Holdings, Inc., a publicly traded company in the golf accessories business, from 2007 to 2008. From 2001 to 2004, Mr. Gozia served as chief executive officer of Fenix LLC, the holding company for Union Pacific Corporation’s portfolio of technology assets. From 1996 until 1999, Mr. Gozia held various executive positions with CellStar Corporation (Nasdaq: CLST), a publicly traded distributor of cell phones and wireless devices, including president, chief operating officer and chief financial officer. From 1994 to 1996, he served as the chief financial officer of SpectraVision Inc. (AMEX: SVN), a provider of in-room interactive video entertainment services to the lodging industry. Prior to that time, he served as the chief financial officer of Harte-Hanks, Inc. (NYSE: HHS). Mr. Gozia began his career as an accountant with Arthur Young & Co. and has been certified public accountant since 1972. He has served on the boards of directors of several publicly traded companies. During 2008, he served as a board member and audit committee chairman for

-4-

ChemRx Corp. (OTC: CHRX) an institutional pharmacy. From 2007 to 2009, he served as a board member of DGSE Companies Inc. (AMEX: DGSE), a company engaged in jewelry and precious metal sales. From 2005 to 2006, Mr. Gozia was chairman of the board and audit committee chairman of Elandia International, Inc. (OTC: ELAN), a telecommunications company. Also, from 2005 to 2008 Mr. Gozia served as chairman of the board and audit committee chairman of Forefront Holdings, Inc. (OTC: FFHN), a golf accessories company. Mr. Gozia holds a bachelor of science degree in accounting and finance from the University of Missouri at Columbia.

Patrick Gray was appointed to our board of directors in June 2011. He joined us in March 2004 as vice president, controller. In 2005, he was promoted to senior vice president, corporate controller and in February 2007, he was named chief financial officer. From 1996 to 2004, Mr. Gray served in various finance and accounting positions at REMEC, Inc., a San Diego based designer and manufacturer of telecom equipment for the worldwide mobile communications market, including vice president, corporate controller and vice president, controller of global operations. At REMEC, Mr. Gray was responsible for the financial management of all domestic and international entities including China, Costa Rica, Mexico and the Philippines. He also participated in over twenty merger and acquisition transactions and multiple financings. Mr. Gray holds an MBA from Pepperdine University and a bachelor of science in business administration with a concentration in accounting from California State University, Northridge.

Osmo A. Hautanen is chairman of our board of directors and has been a director since November 2005. Mr. Hautanen has served as chief executive officer of Magnolia Broadband, Inc., a fabless semiconductor-design company for the cellular communications industry, since 2004. From 2002 to 2004, he was president of Cosmos Consulting, a private consulting firm providing organizational and business services to international companies. From 2000 to 2001, Mr. Hautanen was the chief executive officer of Fenix LLC, the holding company for Union Pacific Corporation’s portfolio of technology assets. From 1998 to 1999, he served as chief executive officer of Formus Communications, an international wireless communications company. From 1996 to 1998, Mr. Hautanen was President of Americas for Philips Consumer Communications group. Before that time, Mr. Hautanen had an 18-year career with Nokia, where he served in multiple roles including vice president of sales and marketing for North America, vice president and general manager of Latin America, as well as vice president and general manager of Personal Communications Services. Mr. Hautanen holds a bachelor of science in international business from Technical College of Varkaus (Finland), and an MBA in international business from Georgia State University. He is fluent in Finnish, German and English.

H. Clark Hickock was appointed as our chief executive officer and has been a director since March 2008. He joined us as our chief operating officer in April 2005 and was responsible for all areas of operations including global contract manufacturing, supply chain, procurement, quality control and product cost reduction and new product introductions. From 2004 to 2005, Mr. Hickock was executive vice president of global operations for Cherokee International Corporation, responsible for operations and supply chain management in the U.S., Mexico, China and Europe. Prior to that from 1994 to 2004 he served as executive vice president of global operations for REMEC, Inc., where he managed an international team of over 4,000 in the manufacturing services business unit, new product introduction, and supply chain. While at REMEC, he also led a major corporate restructuring by consolidating 22 separately acquired manufacturing operations into a unified global supply chain of three low cost offshore manufacturing facilities. Prior to REMEC, Mr. Hickock worked for 16 years as director of materials of E-systems Inc., an aerospace and defense division of Raytheon Company, where he managed the material and subcontract department. Mr. Hickock holds a bachelor of arts degree in Finance and Economics from the University of Texas.

There are no family relationships among any of our executive officers and directors.

In addition to the information above regarding each nominee’s business experience and service on the boards of directors of other companies, our board of directors considered the following experience, qualifications

-5-

or skills of each of the nominees in concluding that each director nominee is qualified to serve as a director. The information below is not intended to be an exhaustive list of the qualifications that the board of directors considered with respect to the nominees.

Mr. Fruehan was recently appointed to our board and to each of our board committees as an outside director. Mr. Fruehan has been a wireless industry executive for 25 years. He has extensive business experience operating with Tier 1 wireless carriers in the North American market, and business relationships with senior management at those carriers. Our board of directors believes that Mr. Fruehan’s experience will provide significant value as we attempt to develop an increasing portion of our business from our operations in North America.

Mr. Gray has served as our chief financial officer since 2007, and has extensive knowledge of the company’s financial and operating activities. In addition to his oversight of accounting functions, Mr. Gray provides knowledge of the competitive marketplace and has been a significant contributor to the development of our strategic plan.

Mr. Gozia has been a licensed CPA for 38 years. He was recruited to join our board of directors, in particular, to serve the function of audit committee chairman and financial expert. Mr. Gozia has four years of experience as the chief accounting officer of a publicly traded company, eight years of experience as a chief financial officer for a publicly traded company, and eight years of experience as an auditor with a national audit firm. He has served as audit committee chair for three other public companies at various times prior to joining Axesstel. In addition, Mr. Gozia has significant operational experience having served in chief executive officer and president and chief operating officer roles for companies of various sizes from start up to $2.4 billion in revenues.

Mr. Hautanen has extensive wireless industry experience with over 25 years working with wireless carriers and equipment providers. Significantly, he provides relationships, experience and input concerning both our product development and our sales and marketing process. In his current company, Mr. Hautanen develops chipsets for wireless communications, providing us with insight into industry trends and developments. During his tenure with Nokia he developed industry contacts and general knowledge concerning wireless telecommunications carriers worldwide.

Mr. Hickock was appointed our chief executive officer in 2008 after having served as our chief operating officer since 2005. Mr. Hickock’s key executive positions have provided him with insight into all aspects of our operations over the past five years.

Vote Required

Directors are elected by a plurality of the votes present in person or by proxy and entitled to vote at a meeting at which a quorum is present. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees for director named above. Abstentions and broker non-votes will have no effect on the vote.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FOREGOING NOMINEES TO OUR BOARD OF DIRECTORS.

* * * * *

-6-

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

At the annual meeting, our stockholders will be asked to ratify the appointment of Gumbiner Savett, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2011. Stockholder ratification of the appointment of Gumbiner Savett, Inc. as our independent registered public accounting firm is not required by our bylaws or otherwise. Our board of directors is submitting the appointment of Gumbiner Savett, Inc. to our stockholders for ratification as a matter of good corporate practice. If our stockholders do not ratify the appointment of Gumbiner Savett, Inc., the audit committee will reconsider this appointment. Even if the appointment is ratified, the audit committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the audit committee determines that such a change would be in the best interests of our company and our stockholders.

We expect representatives of Gumbiner Savett, Inc. to be present at the annual meeting and they will have the opportunity to make a statement at the annual meeting if they so desire. We also expect such representatives to be available to respond to appropriate questions.

Vote Required

Assuming a quorum is present at the annual meeting, the affirmative vote of the holders of a majority of the shares of common stock having voting power present in person or represented by proxy at the annual meeting is required to approve this proposal. Abstentions will have the same effect as negative votes. A broker or other nominee will generally have discretionary authority to vote on this proposal because it is considered a routine matter, and therefore we do not expect broker non-votes with respect to this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

APPOINTMENT OF GUMBINER SAVETT, INC. AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2011.

-7-

BOARD AND COMMITTEE MATTERS AND CORPORATE GOVERNANCE MATTERS

Board Structure and Meetings

Our board of directors is lead by a chairman of the board. This role is filled by an independent member of our board of directors. Our board of directors has determined that this leadership structure is appropriate and effective for our company. The chairman role provides our outside directors with a platform to control agendas and discussion for board meetings. In addition, the role creates a focal point for efficient communication between the directors and company management.

During our fiscal year ended December 31, 2010, our board of directors held ten meetings and took action by written consent on two occasions. During this period, all of the incumbent directors attended or participated in more than 75% of the aggregate of the total number of meetings of our board of directors and the total number of meetings held by all committees of our board of directors on which each such director served, during the period for which each such director served.

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and governance committee. Each of these committees operates under a written charter approved by our board of directors. The charters, which have previously been filed with the SEC, can be viewed by visiting our website at www.axesstel.com and clicking on “Investors/Public Relations” and then on “Corporate Governance.” The members of the committees are identified in the following table.

Information Regarding Committees of our Board of Directors

Audit Committee

The audit committee of our board of directors, among other things:

The audit committee held nine meetings during the last fiscal year, and took action by written consent on one occasion.

See “Report of the Audit Committee” contained elsewhere in this proxy statement. Our board of directors has determined that Mr. Gozia, the chair of the audit committee, qualifies as an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K.

Compensation Committee

The compensation committee of our board of directors, among other things:

-8-

The compensation committee held seven meetings during the last fiscal year, and took action by written consent on two occasions.

Nominating and Governance Committee

The nominating and governance committee of our board of directors, among other things:

The nominating and governance committee held three meetings during the last fiscal year.

Board Member Independence

Our board of directors has affirmatively determined that, other than H. Clark Hickock and Patrick Gray, all of the members of our board of directors are “independent” under the criteria established by NYSE Amex and the Nasdaq Capital Market stock exchanges for independent board members. In addition, our board of directors has determined that the members of the audit committee meet the additional independence criteria required for audit committee membership. Mr. Hickock is not considered independent because he is currently our chief executive officer. Mr. Gray is not considered independent because he is currently our chief financial officer.

Corporate Governance

Our policies and practices reflect corporate governance initiatives that are designed to be compliant with the listing standards of the NYSE Amex and Nasdaq Capital Market stock exchanges and the corporate governance requirements of the Sarbanes-Oxley Act of 2002, including:

-9-

Board Role in Risk Oversight

Our board of directors has an oversight role in managing our risk. Our audit committee regularly receives reports from senior management on areas of material risk, including operational, financial, legal and strategic risks. The audit committee receives these reports in order to enable it to understand management’s views on risk identification, risk management and risk mitigation strategies. The audit committee, or if appropriate the full board of directors or another committee, will periodically request that management evaluate additional potential risks, provide additional information on identified risks, or implement risk remediation procedures.

Board Effectiveness

It is important that our board of directors and its committees are performing effectively and in the best interests of our company and our stockholders. Toward that end, our board of directors performs an annual self-assessment, led by the chair of the nominating and governance committee, to evaluate its effectiveness in fulfilling its obligations.

Director Attendance at Annual Meetings

Our directors are strongly encouraged to attend our annual meeting of stockholders. Each of our directors was present at the time scheduled for our 2010 annual meeting of stockholders. However, we did not secure a quorum for that meeting, and therefore we did not hold an annual meeting of stockholders during 2010.

Executive Sessions

Our independent directors meet in executive session without management present at least twice a year. During 2010, our independent directors met in executive session on five occasions.

Code of Ethics

Our board of directors adopted a Code of Business Conduct and Ethics for Directors, Officers and Employees that applies to our directors and all employees, including our executive officers. Our code of ethics can be viewed by visiting our website at www.axesstel.com and clicking on “Investors/Public Relations” and then on “Corporate Governance.” In the event we make any amendments to, or grant any waivers of, a provision of our code of ethics that applies to our principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose such amendment or waiver and the reasons therefor on a Form 8-K or on our next periodic report in accordance with SEC rules.

Consideration of Director Nominees

Director Qualifications

The nominating and governance committee believes that new candidates for director should be evaluated according to certain guidelines, including:

-10-

The nominating and governance committee also considers such factors as the ability to contribute strategically through relevant industry background and experience on either the vendor or the end user side; strong current industry contacts; the ability and willingness to introduce and open doors to executives of potential customers and partners; independence from our company and current members of our board of directors; and a recognizable name that would add credibility and value to our company and our stockholders. The committee may modify these guidelines from time to time.

Evaluating Nominees for Director

The nominating and governance committee reviews candidates for director nominees in the context of the current composition of our board of directors, our operating requirements and the long-term interests of our stockholders. In conducting this assessment, the committee currently considers, among other factors, diversity, experience, skills, and such other factors as it deems appropriate given the current needs of our board of directors and our company, to maintain a balance of knowledge, experience and capability.

In the case of incumbent directors whose terms of office are set to expire, the nominating and governance committee reviews such directors’ overall service to our company during their term, including the number of meetings attended, level of participation, quality of performance, and any relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the committee also determines whether the nominee must be independent, which determination is based upon applicable listing standards of the national stock exchanges, applicable SEC rules and regulations and the advice of counsel, if necessary. The committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our board of directors. The committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our board of directors by majority vote. To date, neither the nominating and governance committee nor any predecessor to the committee has paid a fee to any third party to assist in the process of identifying or evaluating director candidates. To date, neither the nominating and governance committee nor any predecessor to the committee has rejected a director nominee from a stockholder or stockholders holding more than 5% of our voting stock.

Our board of directors and nominating and governance committee does not have a specific policy with regard to the consideration of diversity in the identification of director nominees.

Stockholder Nominations

The nominating and governance committee applies the same guidelines described above to director nominees recommended by our stockholders as applied to nominees from other sources. Any stockholder who wishes to recommend a prospective nominee to serve on our board of directors for the nominating and governance committee’s consideration may do so by giving the candidate’s name and qualifications in writing to the chairman of our board of directors at the following address: Axesstel, Inc., Attn: Corporate Secretary, 6815 Flanders Drive, Suite 210, San Diego, California 92121.

-11-

Communications with Directors

Our board of directors has adopted a formal process by which stockholders may communicate with our board of directors or any individual director. Our board of directors recommends that stockholders initiate any such communications in writing and send them in care of our corporate secretary by mail to our offices, 6815 Flanders Drive, Suite 210, San Diego, California 92121. This centralized process will assist our board of directors in reviewing and responding to stockholder communications in an appropriate manner. The name of any specific intended recipient should be noted in the communication. Our board of directors has instructed our corporate secretary to forward such correspondence only to the intended recipients; however, our board of directors has also instructed our corporate secretary, prior to forwarding any correspondence, to review such correspondence and, in his or her discretion, not to forward certain items if they are deemed of a personal, illegal, commercial, offensive or frivolous nature or otherwise inappropriate for our board’s consideration.

EXECUTIVE OFFICERS

Set forth below are the names and certain information about our current executive officers.

H . Clark Hickock was appointed as our chief executive officer on March 13, 2008. Previously, since April 2005, Mr. Hickock was our chief operating officer. Please see his biography under “PROPOSAL 1—ELECTION OF DIRECTORS—Director Nominees,” above.

Patrick Gray joined us in March 2004 as vice president, controller. In 2005, he was promoted to senior vice president, corporate controller and in February 2007, he was named chief financial officer. Please see his biography under “PROPOSAL 1—ELECTION OF DIRECTORS—Director Nominees,” above.

Stephen Sek joined us in November 2006 as chief technology officer. Mr. Sek had previously served as the director of technology and standards at Novatel Wireless, a San Diego-based provider of wireless broadband access solutions for the worldwide mobile communications market. He was responsible for leading the office of the CTO, the patent committee, the company’s technology realization, and product introduction in all technologies to customers. At Novatel Wireless from August 2000 through October 2006, Mr. Sek also served as director, systems, test and accreditation engineering, general manager of Asia Pacific, and director of customer technical solutions and technologies. Responsibilities included heading the company-wide systems engineering, regulatory and industrial product accreditation, carriers’ product certification and releases for all technologies in all products and form factors. Mr. Sek holds a bachelor of science degree from Boston University and a master of science degree in electrical engineering from the University of Southern California.

-12-

EXECUTIVE COMPENSATION AND OTHER INFORMATION

Summary Compensation

The following table sets forth all compensation awarded to, earned by, or paid during the fiscal years ended December 31, 2010, 2009 and 2008 to (i) each individual serving as our principal executive officer during 2010, (ii) the two most highly compensated executive officers, other than the individuals serving as our principal executive officer, who were serving as our executive officers as of December 31, 2010, and (iii) the individuals who would have qualified under the foregoing clause (ii) but for the fact that such individuals were not serving as our executive officers as of December 31, 2010. For 2010, we only had three executive officers that satisfy the foregoing criteria. Collectively, the executive officers named in the following table are referred to as our “named executive officers.”

2010 Summary Compensation Table

We design our compensation programs to provide our executive management with a level of assured cash compensation in the form of base salary that facilitates an appropriate lifestyle given their professional status and accomplishments. In May 2009, our executive officers and other employees voluntarily agreed to reduce their base salary by 10% (and Mr. Hickock agreed to voluntarily reduce his base salary by 15%), continuing until we achieve profitability for a fiscal quarter. In 2011, our executive management voluntarily amended the reduction in base salary to provide that the reinstatement would be effective only after we had achieved profitability for two consecutive fiscal quarters, but would be paid retroactively to the beginning of the first consecutive profitable fiscal quarter. This reduction is voluntary, and while our executive management has continued the voluntary reduction, it can be rescinded at any time. In addition, our Compensation Committee has the discretion to recommend that base salaries be reinstated at any time.

-13-

In addition to base salary, we maintain an Executive Bonus Plan which provides certain of our executive officers and non-executive officers the ability to earn cash bonuses based on the achievement of performance targets. The size of the bonus payment and the performance targets for the Executive Bonus Plan are set annually by the compensation committee, based on management recommendations and a review of our peer group. For the past two years, the amount of the target cash bonus for each executive has been set to 70% of base salary for the chief executive officer, and up to 50% of base salary for other executive and non-executive officers.

For 2010, the performance targets under the Executive Bonus Plan were based on achieving revenue and operating income targets. The performance targets were established on a “dual trigger” basis where both the minimum revenue and minimum operating income target must be met for any bonus to be payable. One-half of the incentive compensation was payable in connection with the revenue target and the other half was payable on attaining the operating income target. The revenue target for 2010 was $67 million, with fifty percent of the revenue bonus payable on a minimum achievement of 80% of that target, or $53.6 million in revenues. The operating income target was to achieve operating income (after giving effect to any bonus payment) of a minimum of $750,000. The performance targets were established on a “dual trigger” basis where both the minimum revenue and minimum operating income target must be met for any bonus to be payable. None of the targets were met for 2010, and no bonuses were paid out under the Executive Bonus Plan.

Option Exchange Program

On May 12, 2010, the compensation committee of our board of directors approved a one-time stock option exchange program (the “Exchange Program”) with respect to options that have been issued under various option plans, including our 2004 Equity Incentive Plan. Under the terms of the Exchange Program, our employees, including our named executive officers, were offered the opportunity to exchange certain outstanding options to purchase common stock for a lesser number of new options (as determined in accordance with the exchange ratios below). The Exchange Program offer period commenced on May 12, 2010 and expired on May 27, 2010. Eligible Options (as such term is defined below) surrendered for the exchange on or before May 27, 2010 were cancelled in exchange for New Options (as such term is defined below). Eligible Options that were not surrendered on or before May 27, 2010 remained outstanding in accordance with their original terms.

All options held by eligible employees, whether vested or unvested, with an exercise price of $0.28 or higher were eligible to be exchanged under the terms of the Exchange Program (the “Eligible Options”). The Eligible Options were permitted to be exchanged based on the exchange ratios below for a lesser number of options with a new exercise price equal to the closing price of our common stock on May 12, 2010, which was $0.08 per share (the “New Options”).

The Eligible Options were permitted to be exchanged for New Options on the basis of two, three or four Eligible Options surrendered for each New Option granted. The ratio of Eligible Options to be surrendered for each New Option is based on the exercise price of the Eligible Options. Eligible Options with an exercise price between $0.28 and $0.99 per share were permitted to be exchanged for New Options on a two for one ratio. Eligible Options with an exercise price between $1.00 and $1.99 per share were permitted to be exchanged for New Options on a three for one ratio, and Eligible Options with an exercise price of $2.00 or above were permitted to be exchanged on a four for one ratio.

In establishing the exchange ratios the compensation committee of our board of directors considered the value of the Eligible Options being surrendered versus the value of the New Options. At these exchange ratios the value of the Eligible Options surrendered exceeded the value of the New Options being granted. This valuation was based on a Black Scholes model of the weighted average exercise price for the Eligible Options within a given exercise range versus the value of the New Options. The Black Scholes calculation was conducted using an estimated term of 5 or 6 years, annualized volatility of 100%, no anticipated dividend yield and a risk free rate of 2.27%.

-14-

The New Options were issued under our 2004 Equity Incentive Plan and will be subject to the terms and conditions of that plan and the eligible employee’s new stock option agreement. The New Options have a term of 10 years and their vesting was based on whether any portion of the Eligible Options were still subject to vesting and the length of vesting remaining. No portion of the New Options vested on grant.

The following table shows the vesting schedule for each New Option based on the current vesting status of the Eligible Options being surrendered for exchange:

The following table provides information regarding the participation of our named executive officers in the Exchange Program:

Employment Contracts and Termination of Employment and Change-In-Control Arrangements

H. Clark Hickock

On March 13, 2008, we appointed Mr. Hickock as our chief executive officer and entered into an employment agreement with him which superseded and replaced the letter agreement dated April 27, 2005. Under the terms of his new employment agreement, Mr. Hickock is entitled to receive (i) an annual base salary of $330,000 and (ii) a performance bonus opportunity targeted at $231,000 annually. The amount of the base salary and performance bonus opportunity is subject to increase in the discretion of the compensation committee of our board of directors. Mr. Hickock is eligible to participate in our employee benefit programs. Mr. Hickock also receives a car allowance of $1,500 per month and we agreed to pay all premiums on an existing $1 million life insurance policy owned by Mr. Hickock. In addition, if we terminate his employment without cause, we agreed to make a lump-sum payment equal to 12 months of Mr. Hickock’s annual base salary at the level in place at the time of termination (less appropriate employment tax withholdings) and accelerate the vesting of all stock options issued to Mr. Hickock that were outstanding as of March 13, 2008. No severance benefit will be paid if Mr. Hickock resigns or if his employment is terminated for cause. Subsequently the compensation committee approved increases to Mr. Hickock’s base salary, to his current base salary of $350,000, and an amendment to his severance benefits that would grant him payment of Axesstel’s portion of premiums required to continue Mr. Hickock’s group health insurance under the applicable provisions of COBRA for twelve months.

-15-

Patrick Gray

We entered into a letter agreement, dated as of February 11, 2004, with Mr. Patrick Gray under which he was initially employed as vice president, controller. The letter agreement originally provided for a base salary of $130,000 and the grant of an option to purchase 50,000 shares of our common stock. In December 2004, the compensation committee of our board of directors voted to increase Mr. Gray’s annual base salary to $165,000 as of December 31, 2004. In December 2005, Mr. Gray assumed the position of senior vice president finance and corporate controller, and the compensation committee approved an increase of Mr. Gray’s annual base salary to $190,000 and payment of a monthly vehicle allowance of $1,000. In February 2007, Mr. Gray was appointed as our chief financial officer and his base salary was increased to $218,000. Subsequently, the compensation committee approved an increase in Mr. Gray’s base salary to $240,000.

On February 26, 2010, we entered into an executive severance compensation agreement with Mr. Gray that provides for the payment of severance benefits if Mr. Gray’s employment is terminated without cause or if he resigns for good reason as defined in the severance compensation agreement. The severance benefits include twelve months of Mr. Gray’s base salary in effect on the date of termination of employment and payment of Axesstel’s portion of premiums required to continue Mr. Gray’s group health insurance under the applicable provisions of COBRA for twelve months.

Stephen Sek

On October 20, 2006, we entered into an employment agreement with Mr. Stephen Sek pursuant to which he was appointed our chief technology officer and entitled to receive (i) an annual base salary of $200,000; (ii) a car allowance of $1,000 per month; and (iii) a performance bonus opportunity targeted at $60,000 annually. Mr. Sek’s base salary has subsequently been increased, with the consent of the compensation committee, to $212,000.

On February 26, 2010, we entered into an executive severance compensation agreement with Mr. Sek that provides for the payment of severance benefits if Mr. Sek’s employment is terminated without cause or if he resigns for good reason as defined in the severance compensation agreement. The severance benefits include twelve months of Mr. Sek’s base salary in effect on the date of termination of employment and payment of Axesstel’s portion of premiums required to continue Mr. Sek’s group health insurance under the applicable provisions of COBRA for twelve months.

Grants of Plan Based Awards

The following table sets forth certain information with respect to grants of plan based awards to our named executives during the fiscal year ended December 31, 2010.

2010 Grants of Plan-Based Awards Table

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

-16-

The primary form of equity compensation we have awarded to our named executive officers has been stock options. Option grants are administered and awarded by the compensation committee under our 2004 Equity Incentive Plan. Options are usually granted and priced on the date that the compensation committee meets; however if we have not yet released operating results for the prior quarter, granting and pricing is established as of the third business day following our earnings release. This timing is intended to ensure that current information is available and reflected in the market price for our common stock.

In January 2010, in connection with its annual compensation review, the compensation committee elected to allocate 920,000 options among certain employees of the company, including 400,000 options to executive management. The options are ten year options and vest as to 1/3rd of the shares on the anniversary of the date of grant, and 1/12th of the shares on each successive quarter thereafter, so that the options are fully vested after three years.

For the past several years, the compensation committee, based on the advice of its compensation consultant, has awarded option grants in amounts equal to approximately three percent of the amount of shares outstanding. The rationale for the option grant is that over time the option pool would accrue to approximately 15% of outstanding common stock. The average length of an outstanding option was estimated to be five years, and therefore a grant of three percent per annum would reach a balance of 15% over a five year period of time.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity awards held by each of our named executive officers at fiscal year end December 31, 2010.

Outstanding Equity Awards At 2010 Fiscal Year-End Table

Option Awards

Risk Considerations in our Compensation Programs

Our compensation committee has discussed the concept of risk as it relates to our compensation program and does not believe our compensation program encourages excessive or inappropriate risk taking. We structure our pay to consist of primarily fixed compensation with cash and non cash incentive programs. The base salary

-17-

portion of compensation is designed to provide a steady income regardless of our stock price performance, so that executives do not feel pressured to focus exclusively on stock price performance to the detriment of other important business metrics. Our cash incentive program has traditionally been weighted on multiple financial metrics including revenues, operating income and new customer retention. Those metrics are evaluated each year based on perceptions of operating issues most critical to the company’s short and long term success. Our equity incentive grants have traditionally been structured to provide longer term incentive. The equity awards are granted annually, rather than in single large grants. In addition, our equity grants typically “cliff vest” and are not exercisable at all for the first twelve months from the date of grant, and vesting occurs over the succeeding three years. Our compensation committee feels that this compensation package strikes a balance between providing secure compensation and appropriate short term and long term incentives, such that our executives are not encouraged to take unnecessary or excessive risks.

-18-

DIRECTOR COMPENSATION

Cash. Each of our non-employee directors is compensated $7,500 per calendar quarter for their service on our board of directors. Any non-employee director serving as chairman of our board of directors is paid an additional $3,750 per calendar quarter. Non-employee directors are also compensated for service on board committees at a rate of $1,250 per calendar quarter ($1,875 per calendar quarter in the case of the audit committee). In addition, any non-employee director serving as chair of a board committee is paid an additional $1,250 per calendar quarter ($2,500 per calendar quarter in the case of the audit committee chair). It is also our policy to reimburse our directors for their reasonable out-of-pocket expenditures.

During 2009 and continuing into 2010, our non-employee directors voluntarily agreed that, commencing May 15, 2009 and continuing until we achieve profitability for a fiscal quarter, they would reduce all components of cash compensation by 15%. In 2011, the board of directors voluntarily amended the reduction in cash compensation such that reinstatement of full cash compensation would be effective only when and as full base salary compensation was reinstated for executive management.

Equity. In June 2010 we awarded each outside director 75,750 shares of our common stock. The shares vest over the director’s one year term, on the basis of one–twelfth of the shares monthly, and become fully vested on the earlier of (i) one year from the date of grant or (ii) the date of our 2011 annual meeting of stockholders.

2010 DIRECTOR COMPENSATION TABLE

-19-

EQUITY COMPENSATION PLAN INFORMATION

The following table describes our equity compensation plans as of December 31, 2010:

-20-

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information concerning the beneficial ownership of the shares of our common stock as of April 15, 2011 by:

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder.

The percentage of beneficial ownership is based on 23,683,482 shares outstanding on April 15, 2011. Shares of common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of April 15, 2011 are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

-21-

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons

Our board of directors has approved a written policy for the review and approval of all related party transactions that would require disclosure pursuant to Item 404 of Regulation S-K or any other transaction involving the Company and any other person where the parties’ relationship is not arms’-length, including loans between us and our officers, directors and principal stockholders and their affiliates. Under the charter of the nominating and governance committee of our board of directors, that committee is responsible for considering conflicts of interest of board members and senior management, and, to the extent a conflict constitutes a related party transaction, the committee refers the matter to the audit committee for review and recommendation of what action is to be taken, if any, by our board of directors. All related party transactions are to be on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

Transactions with Related Persons

Since January 1, 2009, there has not been, nor currently are there proposed, any transactions or series of similar transactions in which Axesstel was or is to be a participant and the amount involved exceeds or will exceed the lesser of $120,000 or 1% of the average of our total assets as of December 31, 2009 and 2010, which is approximately $129,698, and in which any of our directors, executive officers, holders of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

Agreements with Officers and Directors

We have entered into an indemnification agreement with each of our directors and officers. The indemnification agreements and our certificate of incorporation and bylaws require us to indemnify our directors and officers to the fullest extent permitted by Nevada law.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of our common stock, to file with the SEC reports of ownership of our common stock and changes in reported ownership. Officers, directors and greater than ten percent stockholders are required by SEC rules to furnish us with copies of all Section 16(a) reports they file.

Based solely on a review of the reports furnished to us, or written representations from reporting persons that all reportable transaction were reported, we believe that during the fiscal year ended December 31, 2010, our officers, directors and greater than ten percent stockholders timely filed all reports they were required to file under Section 16(a).

-22-

PRINCIPAL ACCOUNTANT FEES AND SERVICES FEES

Gumbiner Savett, Inc. has been our independent auditor since September 2003 and was our independent auditor for the fiscal year ended December 31, 2010.

For purposes of the tables below:

The following table sets forth the aggregate fees billed for services from January 1, 2009 to December 31, 2009 by Gumbiner Savett, Inc.:

The following table sets forth the aggregate fees billed for services from January 1, 2010 to December 31, 2010 by Gumbiner Savett, Inc.:

Audit Committee Pre-Approval Policies and Procedures

The policy of the audit committee of our board of directors is to pre-approve all audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The independent auditor and management are required to periodically report to the audit committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval. The chair of the audit committee is also authorized, pursuant to delegated authority, to pre-approve additional services of up to $25,000 per engagement on a case-by-case basis, and such approvals are communicated to the full audit committee at its next meeting.

-23-

AUDIT COMMITTEE REPORT*

The audit committee of the board of directors is comprised entirely of independent directors who meet the independence requirements of the NYSE Amex and the SEC. The audit committee oversees our financial reporting process on behalf of the board of directors. Management is responsible for the preparation, presentation and integrity of the financial statements, including establishing accounting and financial reporting principles and designing systems of internal control over financial reporting. Axesstel’s independent auditors are responsible for expressing an opinion as to the conformity of our consolidated financial statements with U.S. generally accepted accounting principles.

In performing its responsibilities, the audit committee has reviewed and discussed with the Axesstel’s management and its independent auditors the audited consolidated financial statements in Axesstel’s Annual Report on Form 10-K for the year ended December 31, 2010. The audit committee has also discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards 61, “Communications with Audit Committees.”

Pursuant to Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” the audit committee received the written disclosures and letter from the independent auditors, and discussed with the auditors their independence.

Based on the reviews and discussions referred to above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in Axesstel’s Annual Report on Form 10-K for the year ended December 31, 2010.

Submitted by the audit committee of the board of directors,

AUDIT COMMITTEE

Richard M. Gozia (Chair)

Jai Bhagat

Osmo A. Hautanen

HOUSEHOLDING OF PROXY MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our proxy statement or annual report to stockholders may have been sent to multiple stockholders who share an address. We will promptly deliver a separate copy of such documents to any stockholder at a shared address to which a single copy was sent upon written or oral request. To make such a request, please contact us at Axesstel, Inc., c/o Corporate Secretary, 6815 Flanders Drive, Suite 210, San Diego, CA 92121 or by phone at (858) 625-2100. Any stockholder who wants to receive separate copies of our proxy statement or annual report in the future, or any stockholders sharing an address who are receiving multiple copies and would like to receive only one copy per household, should contact the stockholder’s bank, broker, or other nominee record holder, or contact us at the above address and phone number.

-24-

OTHER MATTERS

Our board of directors knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

Any stockholder or stockholder’s representative who, because of a disability, may need special assistance or accommodation to allow him or her to participate at the annual meeting may request reasonable assistance or accommodation from us by contacting our corporate secretary at Axesstel, Inc., 6815 Flanders Drive, Suite 210, San Diego, California 92121 or at (858) 625-2100. To provide us sufficient time to arrange for reasonable assistance or accommodation, please submit all requests by August 31, 2011.

Whether you intend to be present at the annual meeting or not, we urge you to return your signed proxy card promptly.

By Order of the Board of Directors

Patrick Gray

Chief Financial Officer and Secretary

July 22, 2011

-25-

AXESSTEL, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 16, 2011.

The stockholder(s) whose signature(s) appear(s) on the reverse side of this proxy form hereby appoint(s) H. Clark Hickock and Patrick Gray or either of them as proxies, with full power of substitution, and hereby authorize(s) them to represent and vote all shares of common stock of Axesstel, Inc. that the stockholder(s) would be entitled to vote on all matters that may come before the Annual Meeting of Stockholders to be held on September 16, 2011, or at any adjournment thereof. The proxies shall vote subject to the directions indicated on the reverse side of this card and the proxies are authorized to vote in their discretion upon such other business as may properly come before the meeting and any adjournments or postponements thereof. The proxies will vote as the Board of Directors recommends where a choice is not specified.

Please complete, sign, date and mail this proxy form in the accompanying business reply envelope even if you intend to be present at the meeting. You may also vote your Proxy via the Internet by following the instructions printed on this Proxy Card.

VOTE BY INTERNET

Go online at www.transferonline.com/proxy and cast your ballot electronically, in accordance with the following instructions.

Instructions for voting electronically:

x  Please mark votes as in this example.

Please complete, sign, date and mail the enclosed Proxy in the accompanying envelope even if you intend to be present at the Annual Meeting. Returning the Proxy will not limit your right to vote in person or to attend the Annual Meeting, but will ensure your representation if you cannot attend. If you hold shares in more than one name or if your stock is registered in more than one way, you may receive more than one copy of the Proxy materials. If so, please sign and return each of the Proxy Cards that you receive so that all of your shares may be voted. The Proxy is revocable at any time prior to its use.

IMPORTANT: Please sign above exactly as the shares are issued. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give the full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in the partnership name by an authorized person.

THANK YOU FOR VOTING.