Attached files
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| EX-2.1 - PEGASUS TEL, INC. | form8k071910ex2-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): July 19, 2010
(Exact
Name of registrant as specified in charter)
Pegasus
Tel, Inc.
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Delaware
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333-162516
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41-2039686
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(State
of incorporation or organization)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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118
CHATHAM ROAD
SYRACUSE
NY 13203
(Address
of Principal Executive Offices, Including Zip Code)
(315)
491-8262
(Registrant's
Telephone Number, Including Area Code)
Not
Available
(Former
Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (See General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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1
Item
2.01 Sale
of Company shares by Affiliate
Effective
July 20, 2010, John F. Passalaqua, then a Director and Secretary of the Company
entered into a Stock Purchase Agreement to sell 2,702,386 shares of the
Company’s common stock, $.0001 par value (the “Purchased Shares”) to Mr. Joseph
C. Passalaqua, his brother and the person who becomes a Director and Secretary
of the company effective July 20, 2010. (See Item 5.02
below.) The Purchased Shares represent more than 10% of the common
stock of the Company currently issued and outstanding. A copy of the
Stock Purchase Agreement is attached as Exhibit 2.1 hereto and incorporated in
this 8-K by reference.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers
On July
19, 2010, John F. Passalaqua resigned as Director and Secretary of Pegasus Tel,
Inc. (the “Company”) effective July 20, 2010. Mr. Joseph C Passalaqua
was also appointed as a Director and Secretary of the Company effective July 20,
2010.
Item
9.01 Financial
Statements and Exhibits
Exhibits
Exhibit
Number Description
2.1. Stock
Purchase Agreement
2
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date:
July 20, 2010
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PEGASUS
TEL, INC.
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By:
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/s/
Carl E. Worboys
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Carl
E. Worboys
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President
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