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.
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.
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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