UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
SONA
MOBILE HOLDINGS CORP.
(Name
of
Issuer)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
83540T109
(CUSIP
Number)
Hodgson
Russ LLP
1540
Broadway 24th
Floor
New
York, New York 10036
(212)751-4300
Attention:
S. Asher Gaffney
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
6, 2008
(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 o.
*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
(the “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).
(Continued
on following pages)
| |
|
|
|
CUSIP
No. 83540T109
|
Schedule
13D
|
Page
2
of
5
Pages
|
|
1.
|
NAMES
OF REPORTING PERSONS:
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
Shawn
Kreloff
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a)
o
(b)
o
|
|
3.
|
SEC
USE ONLY:
|
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
OO
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e) o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
United
States
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE
VOTING POWER:
5,288,245
|
|
8.
|
SHARED
VOTING POWER:
0
|
|
9.
|
SOLE
DISPOSITIVE POWER:
5,288,245
|
|
10
|
SHARED
DISPOSITIVE POWER:
0
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,288,245
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS): o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.7%
|
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
This
Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission on March 15,
2006
(the “Schedule 13D”) by Shawn Kreloff (the “Reporting Person”).
Capitalized
terms used in this Amendment No. 1 without definition have the meanings ascribed
to them in the Schedule 13D.
Item
2. Identity and Background.
The
Reporting Person is not a director of the Issuer. He is currently engaged as
an
entrepreneur and investor. The Reporting Person’s business address for the
purpose of contacting him with respect to this Amendment No.1 is set forth
on
the cover page hereof.
Item
4. Purpose of Transaction.
The
Reporting Person intends to review his investment in the Issuer on a continuing
basis. In this regard, the Reporting Person may purchase additional shares
of
Common Stock, or may sell all or a portion of the shares of Common Stock held
by
him, in any case, in market transactions, in private transactions or otherwise.
The Reporting Person may also pledge, encumber or otherwise transfer or engage
in other transactions with respect to all or a portion of such shares of Common
Stock. In addition, the Reporting Person may from time to time approach and
engage in discussions with the Issuer, other security holders of the Issuer
or
third parties with respect to any of the foregoing and the business and business
strategies of the Issuer, including such matters as acquisitions, dispositions
and other extraordinary transactions, changes in management of the Issuer and
the nomination and election of one or more directors of the Issuer. The
Reporting Person’s actions with respect to his investment in the Issuer will
depend on such factors as the Reporting Person deems relevant at the time,
including among other things, the Reporting Person’s evaluation of the Issuer's
business, prospects and financial condition, the market for the Issuer's
securities, other opportunities available to the Reporting Person, prospects
for
the Reporting Person’s own business, general economic conditions, including
stock market conditions and other future developments.
The
Reporting Person reserve the right to change his purpose in respect of the
shares of Common Stock and take such actions as he deems appropriate in light
of
the circumstances existing at the time, including without limitation, the
matters set forth above.
Except
as
indicated above, the Reporting Person does not have any present plans or
proposals that relate to or would result in any of the actions described in
Subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
The
Reporting Person is deemed to beneficially own 5,288,245 shares (the “Shares”)
of Common Stock ("Shares"), including 2,625,000 shares which may be acquired
by
the Reporting Person upon exercise of options and warrants exercisable within
60
days of the date hereof. (Included in such sum are options to acquire 2,583,334
shares of Common Stock that the Issuer may claim were cancelled in connection
with the termination of the Reporting Person’s employment with the Issuer). Such
sum represents approximately 8.7% of the Issuer's outstanding shares of Common
Stock. All percentages set forth in this Amendment No. 1 are calculated based
on
57,832,857
shares
of
Common Stock outstanding as of August 15, 2008, as set forth in the Company’s
Quarterly Report on Form 10-Q for the period ended June 30, 2008.
The
foregoing calculation excludes an aggregate of 1,166,667 shares of Common Stock
subject to options (“Non-Vested Options”); such shares are excluded because the
related options are not exercisable until more than 60 days from the date
hereof. The Reporting Person believes that the Issuer takes the position (with
which the Reporting Person disagrees) that these Non-Vested Options were
cancelled in connection with the termination of his employment.
The
Reporting Person has the sole power to vote or to direct the vote, and dispose
or direct the disposition, of the Shares.
The
Reporting Person has not effected any transaction in shares of Common Stock
during the sixty (60) days preceding the date hereof.
SIGNATURE
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.
| |
|
|
| DATE:
October 20, 2008 |
|
|
|
|
| |
|
/s/
Shawn Kreloff |
| |
Shawn
Kreloff |
| |
|