0001010412-19-000002.txt : 20190110 0001010412-19-000002.hdr.sgml : 20190110 20190110115137 ACCESSION NUMBER: 0001010412-19-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190110 DATE AS OF CHANGE: 20190110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KonaTel, Inc. CENTRAL INDEX KEY: 0000845819 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 800000245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40734 FILM NUMBER: 19519669 BUSINESS ADDRESS: STREET 1: 13601 PRESTON ROAD, # E816 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (214) 323-8410 MAIL ADDRESS: STREET 1: 13601 PRESTON ROAD, # E816 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: DALA PETROLEUM CORP. DATE OF NAME CHANGE: 20140902 FORMER COMPANY: FORMER CONFORMED NAME: WESTCOTT PRODUCTS CORP DATE OF NAME CHANGE: 19890124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ploude Joshua CENTRAL INDEX KEY: 0001764302 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 728 CYPRESS AVE. CITY: HERMOSA BEACH STATE: CA ZIP: 90254 SC 13D 1 ploudeschedule13d010819lwbcl.htm SCHEDULE 13D Converted by EDGARwiz



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934


 

KonaTel, Inc.

 

(Name of Issuer)

  

Common Stock

 

(Title of Class of Securities)

 

50050T 100

 

               (CUSIP Number)

 

Leonard W. Burningham, Esq.

2150 South 1300 East, Suite 500

Salt Lake City, UT 84106

(801)-363-7411

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)


December 31, 2018

 

              (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 §§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 Rule 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).







  1

 

  NAMES OF REPORTING PERSONS


  Joshua Ploude

 

 

  2

 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (see instructions)

 

 

(a)  ¨

(b)  þ

  3

 

  SEC USE ONLY

 

 

 

  4

 

  SOURCE OF FUNDS (see instructions)

 

  SC

 

 

  5

 

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 


¨

  6

 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

 

 

 

 

 

NUMBER OF

 SHARES

BENEFICIALLY OWNED BY 

EACH REPORTING PERSON WITH

 

 

 

7

    SOLE VOTING POWER

 

  0

8

    SHARED VOTING POWER

 

  6,300,000 (1)

9

    SOLE DISPOSITIVE POWER

 

  6,300,000

10

    SHARED DISPOSITIVE POWER

 

  0

 

 

 

 

 

 11

 

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  6,300,000

 

 

 12

 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  (see instructions)

 

 


¨

 13

 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  15.0% (2)

 

 

 14

 

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

 


(1)    See Items 1 through 7 below, specifically Item 7, Exhibit 1, which is the Apeiron Shareholders Voting Agreement (as defined below).

(2)   Based on the 40,692,286 shares of Common Stock (as defined below) of the Issuer outstanding as of December 31, 2018, as reported by the Issuer’s Transfer Agent on that date, plus 1,274,000 shares underlying vested stock options that can be exercised within 60 days of the date of this Schedule 13D, for an aggregate total of 41,966,286 outstanding shares.










Item 1.       Security and Issuer


The class of equity securities to which this statement on Schedule 13D (hereinafter, this “Schedule 13D”) relates is the common stock, $0.001 per share par value (the “Common Stock”), of KonaTel, Inc., a Delaware corporation (the “Company”), formerly known as Dala Petroleum Corp, with its principal executive offices at 13601 Preston Road, # E816, Dallas, Texas 75240.


Item 2.       Identity and Background


The following information is presented in response to this Item:


(a)  This Schedule 13D is filed by Joshua Ploude.


On December 31, 2018, 6,300,000 shares of our common stock were acquired by Joshua Ploude under an Agreement and Plan of Merger; these shares are subject to the Apeiron Shareholders Voting Agreement. See Item 7.


(b)  The principal business address of Mr. Ploude is 728 Cypress Ave., Hermosa Beach, California 90254.


(c)  The principal business of Mr. Ploude is and has been the President and sole director of Apeiron.  See Item 3.


(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


(f) Mr. Ploude is a citizen of the United States.


Item 3.       Source and Amount of Funds or Other Consideration


Effective December 31, 2018, the Company completed an Agreement and Plan of Merger whereby a newly formed subsidiary merged with and into Apeiron Systems, Inc., a Nevada corporation (“Apeiron”), and under which Apeiron was the surviving corporation and became a wholly-owned subsidiary of the Company.  We exchanged 7,000,000 shares of our Common Stock for all of the outstanding securities of Apeiron, 6,300,000 of which shares were issued to the Reporting Person.  The Apeiron Shareholders Voting Agreement was executed and delivered by Apeiron and its two shareholders, Joshua Ploude and Vyacheslav Yanson (the “Apeiron Shareholders”), along with the Company and Mr. McEwen, as a condition of the closing of the merger.  For additional information on this merger, see the Company’s 8-K Current Report dated December 31, 2018, and filed with the SEC on December 31, 2018.  See Item 7.


Item 4.       Purpose of Transaction


See Item 3.


Item 5.       Interest in Securities of the Issuer


The following information is presented in response to this Item:


(a)  See the footnotes to Sections 8 and 13 above.









(b)  Mr. Ploude has the shared power to vote his 6,300,000 shares of Common Stock of the Company, which are beneficially owned by the Reporting Person, subject to the provisions of the Apeiron Shareholders Voting Agreement that is filed as Exhibit 1 in Item 7 hereof.


(c)  Other than the transactions described herein, the Reporting Person has not effected any transaction in the Common Stock of the Company during the past 60 days.  


(d)  Except as specifically set forth in this Item 5, to the knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock of the Company that are beneficially owned directly, or deemed beneficially owned indirectly, by the Reporting Person.


(e)  Not applicable.


Item 6.        Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer


Simultaneous with the closing of the Apeiron merger, we executed a Shareholder Voting Agreement (the “Apeiron Shareholders Voting Agreement”) between the Company, the Apeiron Shareholders and D. Sean McEwen, the CEO, President and Chairman of the Board of Directors of the Company, where by Mr. McEwen was granted an irrevocable proxy to vote the 7,000,000 shares issued under the Apeiron merger on certain matters, together with the following rights, including a right of veto, for a period of two (2) years, on the following matters: (i) an increase in the compensation of any employee of the Company by more than $20,000 in any one (1) calendar year and for these purposes, the term compensation includes any form of remuneration or monetary benefit; (ii) the issuance of stock, the creation of a new class of stock, the grant of options or warrants, modification of any shareholder, option holder or warrant holder’s rights, grants, conversion rights or the taking of any other action that directly or indirectly dilutes the outstanding securities of the Company; (iii) the issuance of debt in excess of $100,000 in the aggregate in any one calendar year; (iv) the approval of a plan of merger, reorganization or conversion; (v) the sale, transfer or other conveyance of assets of the Company having an aggregate value in excess of $100,000 in any one calendar year, other than in the ordinary course of the business; (vi) the entry into a contract or other transaction having a total aggregate contractual liability for the Company in excess of $100,000 in any one calendar year; (vii) any change in the current Amended and Restated Bylaws of the Company modifying these requirements (all of which are included in the Company’s Amended and Restated Bylaws currently in existence; and (viii) that Mr. McEwen be named as a “nominee” to the Board of Directors of the Company at any special or annual meeting of the Company’s shareholders to elect members to the Board of Directors and to vote all proxies provided to management in connection with any such meeting for Mr. McEwen as one of the “nominees” to our Board of Directors, so long as Mr. McEwen owns 5% or more of the outstanding shares of our common stock, among other provisions. The Apeiron Shareholders Voting Agreement also provides, however, that if Mr. McEwen has been removed as a director for cause by our shareholders and such removal has been confirmed by a Delaware court of competent jurisdiction under Delaware Law, this “nominee” provision shall not be enforceable by Mr. McEwen and shall be void.  See Item 7, Exhibit 1, the Apeiron Shareholders Voting Agreement.  This summary is modified in its entirety by this reference.


Other than as described above, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships between any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


Item 7.        Material to be Filed as Exhibits.


Exhibit 1.  The Apeiron Shareholders Voting Agreement


Incorporated herein by reference:


8-K Current Report dated December 31, 2018, and filed with the SEC on December 31, 2018.









SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

 

 

Dated:  January 10, 2018

 

JOSHUA PLOUDE

 

 

By: /s/Joshua Ploude

 

 

Joshua Ploude, Individually