Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - PEGASUS TEL, INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-Q/A
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______.
Commission file number 333-167451
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PEGASUS TEL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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41-2039686
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(State or other jurisdiction
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(I.R.S. Employer Identification No.)
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| of icorporation or organization) |
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116 Court Street, Suite 707
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New Haven, Connecticut
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06511
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number including area code (203) 823-9136
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(Former Name or Former Address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value
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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days x Yes oNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 3,510,496,677 shares of common stock issued and outstanding as of August 20, 2012.
Explanatory Note
Pegasus Tel, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended June 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 20, 2012 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):
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101.INS
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XBRL INSTANCE DOCUMENTS
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101.SCH
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XBRL TAXONOMY EXTENSION SCHEMA
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101.CAL
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XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
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101.DEF
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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
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101.LAB
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XBRL TAXONOMY EXTENSION LABEL LINKBASE
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101.PRE
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XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
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No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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EXHIBIT INDEX
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Incorporated by
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Reference
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Filing Date/
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Exhibit
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Period End
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Number
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Exhibit Description
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Form
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Date
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3.1
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Certificate of Incorporation as filed with the Delaware Secretary of State dated February 19, 2002.
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10-SB
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5/7/2007
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3.2
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Amended Certificate of Incorporation as filed with the Delaware Secretary of State dated September 21, 2006
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10-SB
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5/7/2007
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3.3
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Amendment to Certificate of Incorporation as filed with the Delaware Secretary of State dated May 15, 2007
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10-SB
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5/7/2007
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3.4
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Certificate of the Designations, Powers Preferences and Rights of the Series A Convertible Preferred Stock as filed with the Delaware Secretary of State dated August 5, 2008
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8-K
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8/27/2008
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| 3.5 | Certificate of the Designations, Powers Preferences and Rights of the Series B Convertible Preferred Stock and cancellation of the Series A Convertible Preferred Stock as filed with the Delaware Secretary of State dated February 10, 2011 | 10-K | 5/4/2012 | |||
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3.6
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Amended Certificate of the Designations, Powers Preferences and Rights of the Series B Convertible Preferred Stock as filed with the Delaware Secretary of State dated June 13, 2011
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8-K
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6/16/2011
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3.7
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Certificate of the Designations, Powers Preferences and Rights of the Series C Convertible Preferred Stock as filed with the Delaware Secretary of State dated June 13, 2011
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8-K
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6/16/2011
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3.8
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Amendment to Certificate of Incorporation as filed with the Delaware Secretary of State dated July 5, 2011
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10-K | 5/4/2012 | |||
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3.9
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Amendment to Certificate of Incorporation as filed with the Delaware Secretary of State dated September 29, 2011
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10-K | 5/4/2012 | |||
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3.10
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Amended Certificate of the Designations, Powers Preferences and Rights of the Series C Convertible Preferred Stock as filed with the Delaware Secretary of State dated March 15, 2012
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8-K
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3/16/2012
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3.11
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Cancellation of the Series B Convertible Preferred Stock as filed with the Delaware Secretary of State dated March 26, 2012
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8-K/A
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4/10/2012
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3.12
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Certificate of the Designations, Powers Preferences and Rights of the Series D Convertible Preferred Stock as filed with the Delaware Secretary of State dated March 26, 2011
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8-K
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3/26/2012
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| 3.13 | By-laws | 10-SB | 5/7/2007 | |||
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10.1
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Series C Preferred Stock Purchase Agreement dated March 12, 2012
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8-K
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3/16/2012
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10.2
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Acquisition Agreement of Blue Bull Ventures B.V. from Total-Invest International B.V. dated March 21, 2012
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8-K
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3/26/2012
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14.1
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Code of Ethics
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8-K
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4/5/2012
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21.1
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Subsidiaries of the Registrant | 10-Q | 8/20/2012 | |||
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
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10-Q | 8/20/2012 | |||
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
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10-Q | 8/20/2012 | |||
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32.1
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
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10-Q | 8/20/2012 | |||
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32.2
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
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10-Q | 8/20/2012 | |||
| 101.INS |
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XBRL INSTANCE DOCUMENTS
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| 101 SCH |
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XBRL TAXONOMY EXTENSION SCHEMA
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| 101 CAL |
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XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
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| 101 DEF |
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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
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| 101 LAB |
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XBRL TAXONOMY EXTENSION LABEL LINKBASE
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| 101 PRE |
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XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
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3
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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PEGASUS TEL, INC.
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| Date: September 13 , 2012 | ||
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By:
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/s/ JERRY GRUENBAUM
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| Jerry Gruenbaum | ||
| President, Director, Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: September 13 , 2012 | By: | /s/ NATHAN LAPKIN |
| Nathan Lapkin | ||
| Chief Financial Officer | ||
| (Principal Financial Officer | ||
| and Principal Accounting Officer) | ||
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