UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10- K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
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 of incorporation or organization)
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(I.R.S. Employer Identification No.)
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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
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. Yes [X] No [ ]
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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [X] 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 3,510,496,677 as of April 16, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
None
Explanatory Note
Pegasus Tel, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”), filed with the Securities and Exchange Commission on April 16, 2013 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-K, 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-K. 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 | C ertificate 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-K | 4/16/2013 | |||
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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-K | 4/16/2013 | |||
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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-K | 4/16/2013 | |||
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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-K | 4/16/2013 | |||
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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-K | 4/26 /2013 | |||
| 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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Pursuant to the requirements of Section 13 or 15(d) of the Securities 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: April 24, 2013 | ||
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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: April 24, 2013 | By: | /s/ NATHAN LAPKIN |
| Nathan Lapkin | ||
| Chief Financial Officer | ||
| (Principal Financial Officer | ||
| and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ JERRY GRUENBAUM
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President, Director, Secretary and Chief Executive Officer
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Date: April 24, 2013
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Jerry Gruenbaum
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(Principal Executive Officer) | |||
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/s/ NATHAN LAPKIN
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Chief Financial Officer
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Date: April 24, 2013
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Nathan Lapkin
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(Principal Financial Officer | |||
| and Principal Accounting Officer) |