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Re: b4ucry post# 8902

Tuesday, 01/24/2012 8:58:39 PM

Tuesday, January 24, 2012 8:58:39 PM

Post# of 71028
Looking back. November 23rd is when the sporadic, weird volume started. Coincidence?

Taken from the last PTEL 8-K for those of you that don't know.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8342074

Item 1.02 Termination of a Material Definitive Agreement.

(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.



Item 5.01 Changes in Control of Registrant.

(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. The change of control resulted from Mr. Passalaqua’s declaring a default by Mr. Dibiase under a common stock purchase agreement dated March 22, 2011 (the “Agreement”) pursuant to which Mr. Dibiase purchased newly-issued shares of common stock of the Company in return for a series of installment payments to Passalaqua.