PEGASUS TEL, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-10-31: Form 8-K; Period of report 2025-10-30; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2025-02-03: Form 8-K; Period of report 2025-02-03; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2013-01-11: Form 8-K/A; Period of report 2012-03-21; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2012-04-10: Form 8-K/A; Period of report 2012-03-21; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-10-31 | 8-K | 2025-10-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ptel_2025oct30-8k.htm |
| 2025-02-03 | 8-K | 2025-02-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Non-Definitive LOI. | ptel_2025feb3-8k.htm |
| 2013-01-11 | 8-K/A | 2012-03-21 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 On March 21, 2012, the Company entered into a Recission Agreement ("Recission Agreement") with Encounter Technologies, Inc., a Colorado Corporation trading publicly on the Over-the-Counter under the symbol ENTI.PK ("Encounter"). 5.03 On March 21, 2012, the Company filed a Certificate of Designation, Powers, Preferences and Rights of the Series D Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware regarding the designated 3,000,000 shares of Series D Convertible Preferred Stock, $0.0001 (the “Series D Preferred Stock”). | f8ka71219_form-ptel.htm |
| 2012-04-10 | 8-K/A | 2012-03-21 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On March 21, 2012, the Company entered into a Recission Agreement ("Recission Agreement") with Encounter Technologies, Inc., a Colorado Corporation trading publicly on the Over-the-Counter under the symbol ENTI.PK ("Encounter"). 5.03 On March 26, 2012, the Company filed a Certificate of Elimination of Designations, Powers Preferences and Rights of the Series B Convertible Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware regarding the elimination of designation, powers, preferences, and rights, and the qualifications, limitations and restrictions, of the seven million (7,000,000) shares, $0.0001 par value per share, designated "Series B Convertible Preferred Stock". 8.01 On March 23, 2012, the Company gave notice to Pacific Stock Transfer Company, its transfer agent, that it was terminating their stock transfer services with them effective immediately or as soon as legally possible and that it has appointed Action Stock Transfer Corp. of 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, Utah 84121 as its new transfer agent. | f8ka71208_form-ptel.htm |
| 2012-04-10 | 8-K | 2012-03-28 | 3.03 Material Modification to Rights of Security Holders | 3.03 On April 9, 2012, Pegasus Tel, Inc. (the “Company”) approved cancelling the September 26, 2011 amendment to Article IV of its Certificate of Incorporation, titled Article IV-A which declared a 4% forward stock split of its outstanding shares as of September 28, 2011. | f8k71207_form-ptel.htm |
| 2012-04-05 | 8-K | 2012-04-05 | 8.01 Other Events | 8.01 · honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationship. | f8k71206_form-ptel.htm |
| 2012-03-26 | 8-K | 2012-03-21 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. 1.02 On March 21, 2012, the Company entered into a Recission Agreement ("Recission Agreement") with Encounter Technologies, Inc., a Colorado Corporation trading publicly on the Over-the-Counter under the symbol ENTI.PK ("Encounter"). | f8k02_form-ptel.htm |
| 2012-03-16 | 8-K | 2012-03-15 | 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.02 On March 12, 2012, Pegasus Tel, Inc. (the “Company”) issued an aggregate of 1,000,000 shares of Series C Preferred Stock (as defined in Item 5.03 below) to Total-Invest International B.V. a Dutch limited liability company located in Amsterdam in the Netherlands (“Total-Invest”) pursuant to a Securities Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1, for $0.0001per share of Series C Preferred Stock, and incorporated by reference. 5.01 A change of control of the Company occurred on March 12, 2012 when Total-Invest acquired from Mr. Joseph C. Passalaqua the former majority stockholder of the Company in a private transaction 2,448,000,000 restricted shares of common stock, par value $0.0001 per share of the Company that Mr. Passalaqua acquired from Mr. Anthony Dibiase on March 8, 2012. 5.02 (a) On March 12, 2012, Mr. Joseph C. Passalaqua presented to the Board of the Company a letter of resignation whereby he resigned from his positions as Chief Executive Officer and Chief Financial Officer of the Company as the sole member of the Board and all other positions to which he has been assigned, regardless of whether Mr. Passalaqua served in such capacity, of the Company, effective at 11;59 A.M. on March 12, 2012. 5.03 On March 12, 2012, the Company filed an Amendment to Certificate of Designation or Amended and Restated Certificate of Designation, Preferences and Rights of Series C Convertible Preferred Stock (the “Amended Certificate of Designation”) with the Secretary of State of the State of Delaware regarding the designated 1,000,000 shares of Series C Convertible Preferred Stock, $0.0001 (the “Series C Preferred Stock”). | f8k01_form-ptel.htm |
| 2012-01-18 | 8-K | 2012-01-12 | 1.02 Termination of a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 (1)- (4) On November 23, 2011, Joseph C. Passalaqua (“ Mr. Passalaqua”), one of the stockholders who were parties to a common stock purchase agreement dated as of March 22, 2011 (the “Agreement”) by and among Pegasus Tel, Inc. (the “Company”), Anthony Dibiase (“Dibiase”), Mr. Passalaqua and his wife (together “Passalaqua”), terminated the Agreement as a result of Mr. Dibiase’s payment defaults under the Agreement. 5.01 (a)(1)-(7) A change of control of the Company occurred on November 23, 2011 but was only confirmed and implemented by the Company’s transfer agent on January 12, 2012 as follows: Control was acquired by Mr. Joseph C. Passalaqua from Mr. Anthony Dibiase as a result of Mr. Passalaqua’s exercise of an irrevocable proxy dated March 22, 2011 (the “Proxy”) granted by Mr. Anthony Dibiase, the former CEO, sole director and majority stockholder of the Company. 5.02 (b) and (c) On November 23, 2011, the stockholders of the Company holding a majority in interest of the Company’s voting equity, approved by written consent and the members of the board of directors (the “Board”) of Pegasus Tel, Inc. (the “Company”) approved by unanimous written consent, (i) the removal of Mr. Anthony Dibiase from his positions as an officer and director of the Company, and (ii) the appointment of Mr. Joseph C. Passalaqua as Chief Executive Officer and Chief Financial Officer of the Company and as the sole member of the Board. | f011712ptelform8k.htm |
| 2011-09-01 | 8-K/A | 2011-06-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 6, 2011, Pegasus Tel, Inc. (the “Company”) and Encounter Technologies, Inc., a Colorado corporation (the “Seller”) entered into an Asset Purchase Agreement (the “Agreement”). | ptel_8ka912011.htm |
| 2011-06-16 | 8-K | 2011-06-16 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On June 13, 2011, Pegasus Tel, Inc. (the “Company”) filed with the Secretary of State of Delaware a Certificate of Designations, Powers, Preferences and Rights of the Series B Convertible Preferred Stock (the “Series B Certificate”). | f8krecertofdesignationfiling.htm |
| 2011-06-13 | 8-K | 2011-06-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 6, 2011, Pegasus Tel, Inc. (the “Company”) and Encounter Technologies, Inc., a Colorado corporation (the “Seller”) entered into an Asset Purchase Agreement (the “Agreement”). | f441996244_v18kshareexchange.htm |
| 2011-06-03 | 8-K | 2011-06-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 3, 2011, Mr. Carl E. Worboys presented to the Board of Directors (the “Board”) of Pegasus Tel, Inc. (the “Company”) a letter of resignation whereby he resigned from his positions as President and director and all other positions to which he has been assigned, regardless of whether Mr. Worboys served in such capacity, of the Company, effective as of 11:59 P.M., June 3, 2011. | ptel8k632011.htm |
| 2011-03-31 | 8-K | 2011-03-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 3.02 The information described above in Item 1.01 Entry into a Material Definitive Agreement is incorporated herein by reference. 5.02 On March 30, 2011, the members of the board of directors (the “Board”) of Pegasus Tel, Inc. (the “Company”) approved by unanimous written consent, and the stockholders of the Company holding a majority in interest of the Company’s voting equity, approved by written consent, the appointment of Mr. Anthony DiBiase as Chief Executive Officer and as a member of the Board, effective as of March 30, 2011. | form_8k.htm |
| 2010-07-21 | 8-K | 2010-07-19 | 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.01 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. 5.02 On July 19, 2010, John F. Passalaqua resigned as Director and Secretary of Pegasus Tel, Inc. (the “Company”) effective July 20, 2010. | form8k071910.htm |
| 2008-08-27 | 8-K | 2008-08-05 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | form8k080508.htm |