The Company was incorporated under the laws of the State of Delaware on February 19, 2002 to enter into the telecommunication business. On March 21, 2012, the Company changed its direction when it acquired in a reverse merger Blue Bull Ventures B.V., a Dutch limited liability company that provides venture capital from European private equity and institutional investors as well as advisory and management resources to emerging companies throughout the world, primarily in Europe, including providing financial advice and resources on mergers, acquisitions, restructuring, financing and capital raising from Total-Invest for 2,436,453 Series D Preferred Stock of the Company.
On March 28, 2002, American Industries, Inc. and the Company entered into an agreement with Pegasus Communications, Inc., a New York corporation, to acquire 100% of the outstanding shares of Pegasus Communications, Inc. in exchange for 72,721,966 shares of common stock of American Industries, Inc. The Company continued as the surviving corporation and Pegasus Communications, Inc. was merged out of existence.
On September 21, 2006, the Company filed Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware increasing its authorized capital to 110,000,000 shares, of which 100,000,000 shares were designated as Common Stock, par value $0.0001 per share, and the remaining 10,000,000 as Preferred Stock, par value $0.0001 per share. The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of such shares shall be determined by the Board of Directors from time to time, without stockholder approval.
On May 7, 2007, the Company filed a Registration Statement on Form 10-SB (File No.: 0-52628), or the Registration Statement, with the U.S. Securities and Exchange Commission (the "SEC") to register the Company's common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Registration Statement went effective on July 6, 2007 through the operation of law 60 days after its initial filing. On March 23, 2009, we filed with the SEC a Form 15 to deregister our common stock under Section 12(g) of the Exchange Act and to terminate our status as a reporting company under the Exchange Act.
On May 15, 2007, the Company filed an Amended Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate a forward stock split 5,100 to 1. This change is retro-active and therefore changes the 1,000 shares of common stock issued on December 31, 2003 to 5,100,000 shares of common stock. The par value remained at $.0001 per share.
On August 5, 2008, the Company filed a Certificate of Designations, Powers, Preferences and Rights (the “August 2008 Certificate of Designation”) with the Secretary of State of the State of Delaware thereby designating 2,000,000 shares of preferred stock as Series A Convertible Preferred Stock, $0.0001 (the “Series A Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of the Company. Prior to the filing of the August 2008 Certificate of Designation, there were no shares of preferred stock designated or issued. Pursuant to the Certificate of Designation, each share of Series A Preferred Stock may be converted at any time by the Company or the holders thereof into ten (10) fully-paid and non-assessable shares of the Company's Common Stock.
On August 15, 2008, the Company issued an aggregate of 1,800,000 shares of Series A Preferred Stock to an aggregate of 17 individuals pursuant to a Securities Purchase Agreement for $0.0001per share of Series A Preferred Stock. The Company issued the Series A Preferred Stock pursuant to an exemption under Section 4(2) of the Securities Act due to the fact that it did not involve a public offering of securities. The shares of Series A Preferred Stock were “restricted securities” (as such term is defined in the Securities Act).
On August 18, 2008, Sino Gas International Holdings, Inc., a Utah corporation, or Sino, (OTCBB: SGAS), our former parent company, distributed to its stockholders of record as of August 15, 2008, 100% of the issued and outstanding common stock of Pegasus. The ratio of distribution was one (1) share of common stock of our Company for every twelve (12) shares of common stock of Sino (1:12). Fractional shares were rounded up to the nearest whole-number. An aggregate of 2,215,136 shares of our Company's common stock were issued pursuant to the distribution to an aggregate of 167 Sino stockholders. The Company's common stock issued were and remain “restricted securities” (as defined in Rule 144 of the Securities Act of 1933, as amended).
On August 18, 2008 and pursuant to the August 2008 Certificate of Designation, the Company converted an aggregate of 1,800,000 shares of Series A Preferred Stock into an aggregate of 18,000,000 shares of the Company's common stock. The Company issued the common stock pursuant to Section 3(a)(9) of the Securities Act due to the fact that the securities were exchanged upon conversion of the Series A Preferred Stock held by existing security holders and there was no commission or other remuneration paid or given directly or indirectly for soliciting such exchange.
On March 23, 2009, the Company filed a Form 15 (File No. 000-52628) with the SEC pursuant to which the Company de-registered its class of Common Stock under the Securities Exchange Act of 1934, as amended.
On October 15, 2009, the Company filed a Form S-1 Registration Statement with the SEC and on December 28, 2009 the Company’s Registration Statement went effective.
On February 8, 2011, the Company signed and filed on February 10, 2011 a Certificate of Designations, Powers, Preferences and Rights (the “February 2011 Certificate of Designation”) with the Secretary of State of the State of Delaware thereby cancelled the 2,000,000 Series A Preferred Stock and designated 10,000,000 shares of preferred stock as Series B Convertible Preferred Stock, $0.0001 (the “Series B Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the February 2011 Certificate of Designation, there were 2,000,000 shares of preferred stock designated or issued which were herby cancelled. Pursuant to the February 2011 Certificate of Designation, each share of Series B Preferred Stock may be converted at any time by Pegasus or the holders thereof into 1.49025 post-reverse fully-paid and non-assessable shares of the Company's Common Stock.
On June 13, 2011, the Company signed and filed an Amendment to Certificate of Designations, Powers, Preferences and Rights (the “Amended Certificate of Designation”) with the Secretary of State of the State of Delaware thereby and designating 7,000,000 shares of preferred stock as Series B Convertible Preferred Stock, $0.0001 (the “Amended Series B Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Designation, there were 10,000,000 shares of Series B Preferred Stock designated or issued which were herby amended. Pursuant to the Amended Certificate of Designation, each share of Amended Series B Preferred Stock may be converted at any time by Pegasus or the holders thereof into 1,711.156 post-reverse fully-paid and non-assessable shares of the Company's Common Stock.
On June 13, 2011, the Company signed and filed a Certificate of Designations, Powers, Preferences and Rights (the “ June 2011 Certificate of Designation”) with the Secretary of State of the State of Delaware thereby and designating 1,000,000 shares of preferred stock as Series C Convertible Preferred Stock, $0.0001 (the “Series C Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Designation, there were 7,000,000 shares of Amended Series B Preferred Stock designated or issued. Pursuant to the June 2011 Certificate of Designation, each share of Amended Series C Preferred Stock may be converted at any time by Pegasus or the holders thereof into one (1) fully-paid and non-assessable shares of the Company's Common Stock and the voting rights of three hundred fifty (350) shares.
On June 6, 2011, the Company entered into a Asset Purchas Agreement (the "Purchase Agreement") which was superseded on July 14, 2011 (the "Amended Purchase Agreement") with Encounter Technologies, Inc., a Colorado Corporation trading publicly on the Over-the-Counter under the symbol ENTI.PK ("Encounter"). Pursuant to the Amended Purchase Agreement, Pegasus acquired all of Encounter’s rights, title, and interest in and to certain assets and liabilities of Encounter relating to MusicMatrix.com (“MusicMatrix.com”) in consideration of 6,995,206 shares of the Company's Amended Series B Preferred Stock.
On June 30, 2011, the Company signed and filed an July 5, 2011 Amended Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the authorized to twenty billion (20,000,000,000) of which nineteen billion nine hundred ninety million (19,990,000,000) shall be designated as common shares and ten million (10,000,000) shall be designated as preferred shares. The par value remained at $.0001 per share.
On September 26, 2011, the Company signed and filed on September 29, 2011 an Amended Certificate of Incorporation with the Secretary of State of the State of Delaware to declare a four (4%) percent forward stock split for shareholders of record on September 28, 2011. The forward split was never approved by the Financial Industry Regulatory Authority ("FINRA") and was cancelled by the Company on April 9, 2012.
On March 12, 2012, the Company signed and filed on March 15, 2012 an Amendment to Certificate of Designations, Powers, Preferences and Rights (the “March 2012 Amended Certificate of Designation”) with the Secretary of State of the State of Delaware thereby and designating 1,000,000 shares of preferred stock as Series C Convertible Preferred Stock, $0.0001 (the “Amended Series C Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Designation, there were 7,000,000 shares of Amended Series B Preferred Stock designated or issued and 1,000,000 shares of Series C Preferred Stock designated or issued. Pursuant to the March 2012 Amended Certificate of Designation, each share of Amended Series C Preferred Stock may be converted at any time by Pegasus or the holders thereof into one (1) fully-paid and non-assessable shares of the Company's Common Stock and the voting rights of twenty thousand (20,000) shares.
On March 12, 2012 the Company issued an aggregate of 1,000,000 shares of Amended Series C Preferred Stock to Total-Invest International B.V., a Dutch limited liability company ("Total-Invest") pursuant to a Securities Purchase Agreement for $0.0001per share of Series C Preferred Stock. The Company issued the Series C Preferred Stock pursuant to an exemption under Section 4(2) of the Securities Act due to the fact that it did not involve a public offering of securities. The shares of Series C Preferred Stock were “restricted securities” (as such term is defined in the Securities Act).
On March 21, 2012, the Company entered into a Rescission Agreement with Encounter. The Company and Encounter canceled and rescinded the Purchase Agreement and the Amended Purchase Agreement and declared them to be null and void, ab initio, for all purposes, including, without limitation, for tax purposes. In addition the Company and Encounter agreed that the 6,995,206 shares of the Company's Amended Series B Preferred Stock issued in connection with the Amended Purchase Agreement were cancelled by the Company in accordance with Section 3 of the Amended Certificate of Designation. As a
result of the rescissions and cancellations MusicMatrix.com was returned to Encounter and each party was in the same position it was in immediately prior to the consummation of the Amended Purchase Agreement.
On March 21, 2012, the Company signed and filed on March 26, 2011 in accordance with the Rescission Agreement with Encounter, a Certificate of Elimination of Designations, Powers, Preferences and Rights (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware thereby eliminating the 7,000,000,000 Amended Series B Convertible Preferred Stock, The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Elimination, there were 7,000,000 shares of Amended Series B Preferred Stock designated or issued and 1,000,000 shares of Series C Preferred Stock designated or issued.
On March 21, 2012, the Company signed and filed on March 26, 2012 a Certificate of Designations, Powers, Preferences and Rights (the “ March 2012 Certificate of Designation”) with the Secretary of State of the State of Delaware thereby and designating 3,000,000 shares of preferred stock as Series D Convertible Preferred Stock, $0.0001 (the “Series D Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Designation, there were1,000,000 shares of Amended Series C Preferred Stock designated or issued. Pursuant to the March 2012 Certificate of Designation, each share of Amended Series D Preferred Stock may be converted at any time by Pegasus or the holders thereof into twenty thousand (20,000) fully-paid and non-assessable shares of the Company's Common Stock and have no voting rights.
On March 21, 2012, the Company acquired Blue Bull Ventures B.V., a Dutch limited liability company that provides venture capital from European private equity and institutional investors as well as advisory and management resources to emerging companies throughout the world, primarily in Europe, including providing financial advice and resources on mergers, acquisitions, restructuring, financing and capital raising from Total-Invest for 2,436,453 Series D Preferred Stock of the Company. The Company's financial statements reflect that the transaction was booked as a reverse merger.
We are subject to the information reporting requirements of the Exchange Act, and accordingly, are required to file periodic reports, including quarterly and annual reports and other information with the Securities and Exchange Commission. Any person or entity may read and copy our reports with the Securities and Exchange Commission at the SEC's Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the SEC toll free at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov where reports, proxies and informational statements on public companies may be viewed by the public.
Services and Products
We own, operate and manage privately owned public payphones in the County of Delaware, State of New York. As of December 31, 2011, we owned, operated, and managed 11 payphones. The Company does not have any long-term agreements with the customers of these payphones and they may terminate our license to operate at will. We may pay site owners a commission based on a flat monthly rate or on a percentage of sales. Some of the businesses include, but are not limited to, retail stores, convenience stores, bars, restaurants, gas stations, colleges and hospitals. In the alternative, our agreement with business owners may be to provide the telecommunications services without the payment of any commissions.
The Company on March 21, 2012 acquired Blue Bull Ventures B.V., a Dutch limited liability company that provides venture capital from European private equity and institutional investors. In addition, Blue Bull provides advisory and management resources to emerging companies throughout the world, primarily in Europe, including providing financial advice and resources on mergers, acquisitions, restructuring, financing and capital raising. The Company long term strategic plan is to expand this operation both in Europe and the United States.
On April 27, 2012, the Company’s subsidiary Blue Bull Ventures, B.V. acquired a 19.9% interest in Dailyal BV, a Dutch limited liability company. Blue Bull Ventures acquired the interest in Dailyal BV in return for an investment of $2,117 (€1.600), a loan of $119,061 (€90.000) and a $132,290 (€100.000) in direct investment from independent sources that Blue Bull secured for Dailyal BV. Dailyal (www.dailyal.nl) is an internet platform with 13 high quality 100% natural health products (dietary supplements) that are offered under the brand name Dailyal. All these 13 products are manufactured under ISO 22000:2005 quality standard with a food safety certificate. Dailyal is targeting for the high end market. The range of Dailyal products is projected to be available online in various countries.
On July 24, 2012, the Company’s subsidiary Blue Bull Ventures, B.V. acquired a 19.8% interest in Kingstart International BV, a Dutch limited liability company. Blue Bull Ventures acquired the interest in Dailyal BV in return for a future line of credit to enable Kingstart to sell to its products through Groupon.
The local telephone switch controls the traditional payphone technology. The local switch does not provide any services in the payphone that can benefit the owner of the phone. As we purchase phones from other companies, we upgrade them with "smart card" payphone technology which we license from Quortech. The upgrade is a circuit board with improved technology. The “smart card” technology allows us to determine the operational status of the payphone. It also tells us when the coins in the phone have to be collected, the number and types of calls that have been made from each phone, as well as other helpful information that helps us provide better service to our payphone using public. This upgrade of the phones reduces the number and frequency of service visits due to outages and other payphone-related problems and, in turn, reduces the maintenance costs. Other companies manufacture the components of the payphones for the industry including Universal Communications and TCI, which provides handsets, key pads, totalizers, and relays.
Payphone users can circumvent the usual payment method and avoid inserting a coin by using an access code or 800 number provided by a long distance carrier. These “dial-around” numbers, while convenient for users, leave payphone service providers uncompensated for the call made. The Federal Communications Commission, or the FCC, as instructed by Congress in the Telecommunications Act of 1996, created regulations to ensure that payphone service providers receive compensation for these “dial-around” calls.
The FCC requires the sellers of long distance toll free services to pay the payphone owner $0.494 cents per call. These funds are remitted quarterly through a service provided by the American Public Communication Council (APCC).
Government Regulation
:
We are subject to varying degrees of regulation by federal, state, local and foreign regulators. The implementation, modification, interpretation and enforcement of these laws and regulations vary and can limit our ability to provide many of our services. Our ability to compete in our target markets depends, in part, upon favorable regulatory conditions and the favorable interpretations of existing laws and regulations.
Employees
The company does not have any employees. Jerry Gruenbaum is our Chief Executive Officer, President, Secretary and Director and Nathan Lapkin is our Chief Financial Officer.
Besides its officers, management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any other full-time employees until absolutely necessary for the operations of the Company. The need for employees and their availability will be addressed in connection with the scope and requirements of the operations of the Company.
Trading market
Our common stock is quoted on the OTC Electronic Bulletin Board (OTCBB) under the symbol PTEL.
Dividend Policy
We have never paid dividends. We do not intend to declare any dividends in the foreseeable future. We presently intend to retain earnings, if any, for the development and expansion of our business.
CRITICAL ACCOUNTING POLICIES & ESTIMATES
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. However, future events are subject to change, and the best estimates and judgments routinely require adjustment. The amounts of assets and liabilities reported in our balance sheet, and the amounts of revenues and expenses reported for each of our fiscal periods, are affected by estimates and assumptions which are used for, but not limited to, the accounting for allowance for doubtful accounts, goodwill and intangible asset impairments, restructurings, inventory and income taxes. Actual results could differ from these estimates. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of our consolidated financial statements.
Use of Estimates
It is important to note that when preparing the financial statements in conformity with U.S. generally accepted accounting principles, management is required to make certain estimates and assumptions that affect the amounts reported and disclosed in the financial statements and related notes. Actual results could differ if those estimates and assumptions approve to be incorrect.
On an ongoing basis, we evaluate our estimates, including those related to estimated customer life, used to determine the appropriate amortization period for deferred revenue and deferred costs associated with licensing fees, the useful lives of property and equipment and our estimates of the value of common stock for the purpose of determining stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Off- Balance Sheet Arrangements
We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of 90 days or less to be cash equivalents to the extent the funds are not being held for investment purposes.
GOING CONCERN QUALIFICATION
In their Independent Auditor's Report for the fiscal years ending December 31, 2011 and 2010, Robison, Hill & Co. stated that several conditions and events cast substantial doubt about our ability to continue as a “going concern.” On September 30, 2012, we had $1,505. We have incurred a deficit of $(46,695
) from February 1, 2012 Incetption of Development Stage to September 30, 2012. See “Liquidity and Capital resources.”
COMMON STOCK
Our board of directors is authorized to issue 20,000,000,000 shares of Common stock, with a par value of $0.0001. There are an aggregate of 3,510,496,677 shares of Common Stock issued and outstanding, which are held by 228 stockholders as of the date of this Quarterly Report. All shares of our common stock have one vote per share on all matters, including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of the Company's assets available for distribution to them after satisfaction of creditors and preferred stockholders, if any. The holders of our common stock are entitled to equal dividends and distributions per share with respect to the Common Stock when, as and if, declared by the board of directors from funds legally available.
Dividends
We have never declared dividends. We do not intend to declare any dividends in the foreseeable future. We presently intend to retain earnings, if any, for the development and expansion of our business.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
We do not have a stock option plan in place nor are there any outstanding exercisable for shares of our common stock.
Convertible Securities
On March 12, 2012, the Company issued an aggregate of 1,000,000 shares of Amended Series C Preferred Stock to Total-Invest pursuant to a Securiities Purchase Agreement. Each share of Amended Series C Preferred Stock may be converted at any time by Pegasus or the holders thereof into one (1) fully-paid and non-assessable shares of the Company's Common Stock and the voting rights of twenty thousand (20,000) shares. On March 21, 2012, the Company issued an aggregate of 2,436,453 Series D Preferred Stock to Total-Invest for the acquisition of Blue Bull Ventures B.V., a Dutch limited liability company pursuant to an Acquisition Agreement. Each share of Amended Series D Preferred Stock may be converted at any time by the Company or the holders thereof into twenty thousand (20,000) fully-paid and non-assessable shares of the Company's Common Stock and have no voting rights.
PREFERRED STOCK
Our board of directors is authorized to issue 10,000,000 shares of Common stock, with a par value of $0.0001. There are an aggregate of 3,436,453 shares of Preferred Stock issued and outstanding as of the date of this Annual Report. On March 12, 2012, the Company issued an aggregate of 1,000,000 shares of Amended Series C Preferred Stock to Total-Invest pursuant to a Securiities Purchase Agreement for $1,000. Each share of Amended Series C Preferred Stock may be converted at any time by Pegasus or the holders thereof into one (1) fully-paid and non-assessable shares of the Company's Common Stock and the voting rights of twenty thousand (20,000) shares. On March 21, 2012, the Company issued an aggregate of 2,436,453 Series D Preferred Stock to Total-Invest for the acquisition of Blue Bull Ventures B.V., a Dutch limited liability company pursuant to an Acquisition Agreement. Each share of Amended Series D Preferred Stock may be converted at any time by the Company or the holders thereof into twenty thousand (20,000) fully-paid and non-assessable shares of the Company's Common Stock and have no voting rights.
COMMON AND PREFERRED STOCK TRANSACTIONS
On February 19, 2002, we filed a Certificate of Incorporation with the Secretary of State of Delaware. Our authorized capital was 1,000 shares of common stock, no par value.
On September 21, 2006, we filed an Amended and Restated Certificate of Incorporation increasing our authorized capital to 110,000,000 shares, of which 100,000,000 shares were designated as Common Stock, par value $0.0001 per share, and the remaining 10,000,000 as Preferred Stock, par value $0.0001 per share. The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of such shares shall be determined by the Board of Directors from time to time, without stockholder approval.
On May 15, 2007, the Company filed an Amended Certificate of Incorporation and there was forward stock split 5,100 to 1. This change is retro-active and therefore changes the 1,000 shares of common stock issued on December 31, 2003 to 5,100,000 shares of common stock. The par value remains at $.0001 per share.
On August 5, 2008, we filed a Certificate of Designations, Powers, Preferences and Rights (the “Certificate of Designation”) with the Secretary of State of the State of Delaware thereby designating 2,000,000 shares of preferred stock as Series A Convertible Preferred Stock, $0.0001 (the “Series A Preferred Stock”). Prior to the filing of the Certificate of Designation, there were no shares of preferred stock designated or issued. Pursuant to the Certificate of Designation, each share of Series A Preferred Stock may be converted at any time by Pegasus or the holders thereof into ten (10) fully-paid and non-assessable shares of Pegasus Common Stock.
On August 15, 2008, Pegasus issued an aggregate of 1,800,000 shares of Series A Preferred Stock to an aggregate of 17 individuals pursuant to a Securities Purchase Agreement for $0.0001per share of Series A Preferred Stock. Pegasus issued the Series A Preferred Stock pursuant to an exemption under Section 4(2) of the Securities Act due to the fact that it did not involve a public offering of securities. The shares of Series A Preferred Stock are “restricted securities” (as such term is defined in the Securities Act).
On August 18, 2008, Sino Gas International Holdings, Inc., a Utah corporation, or Sino Gas, (OTCBB: SGAS), our former parent company, distributed to its stockholders of record as of August 15, 2008, 100% of the issued and outstanding common stock of Pegasus (the “Spin-off”). The ratio of distribution was one (1) share of common stock of Pegasus for every twelve (12) shares of common stock of Sino (1:12). Fractional shares were rounded up to the nearest whole-number. An aggregate of 2,215,136 shares of Pegasus common stock were issued pursuant to the distribution to an aggregate of 167 Sino stockholders. The Pegasus common stock issued were “restricted securities” (as defined in Rule 144 of the Securities Act of 1933, as amended).
On August 18, 2008 and pursuant to the Certificate of Designation, Pegasus converted an aggregate of 1,800,000 shares of Series A Preferred Stock into an aggregate of 18,000,000 shares of Pegasus common stock. Pegasus issued the common stock pursuant to Section 3(a)(9) of the Securities Act due to the fact that the securities were exchanged upon conversion of the Series A Preferred Stock held by existing security holders and there was no commission or other remuneration paid or given directly or indirectly for soliciting such exchange.
On March 23, 2009, Pegasus filed a Form 15 (File No. 000-52628) with the Securities and Exchange Commission pursuant to which the Company de-registered its class of Common Stock under the Securities Exchange Act of 1934, as amended.
On October 15, 2009, the Company filed a Form S-1 Registration Statement with the Securities and Exchange Commission to register the Common Stock under the Securities Exchange Act of 1934, as amended, and on December 28, 2009 the Company’s Registration Statement went effective.
On February 8, 2011, the Company signed and filed on February 10, 2011 a Certificate of Designations, Powers, Preferences and Rights (the “February 2011 Certificate of Designation”) with the Secretary of State of the State of Delaware thereby cancelled the 2,000,000 Series A Preferred Stock and designated 10,000,000 shares of preferred stock as Series B Convertible Preferred Stock, $0.0001 (the “Series B Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the February 2011 Certificate of Designation, there were 2,000,000 shares of preferred stock designated or issued which were herby cancelled. Pursuant to the February 2011 Certificate of Designation, each share of Series B Preferred Stock may be converted at any time by Pegasus or the holders thereof into 1.49025 post-reverse fully-paid and non-assessable shares of the Company's Common Stock.
On June 13, 2011, the Company signed and filed an Amendment to Certificate of Designations, Powers, Preferences and Rights (the “Amended Certificate of Designation”) with the Secretary of State of the State of Delaware thereby and designating 7,000,000 shares of preferred stock as Series B Convertible Preferred Stock, $0.0001 (the “Amended Series B Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Designation, there were 10,000,000 shares of Series B Preferred Stock designated or issued which were herby amended. Pursuant to the Amended Certificate of Designation, each share of Amended Series B Preferred Stock may be converted at any time by Pegasus or the holders thereof into 1,711.156 post-reverse fully-paid and non-assessable shares of the Company's Common Stock.
On June 13, 2011, the Company signed and filed a Certificate of Designations, Powers, Preferences and Rights (the “ June 2011 Certificate of Designation”) with the Secretary of State of the State of Delaware thereby and designating 1,000,000 shares of preferred stock as Series C Convertible Preferred Stock, $0.0001 (the “Series C Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Designation, there were 7,000,000 shares of Amended Series B Preferred Stock designated or issued. Pursuant to the June 2011 Certificate of Designation, each share of Amended Series C Preferred Stock may be converted at any time by Pegasus or the holders thereof into one (1) fully-paid and non-assessable shares of the Company's Common Stock and the voting rights of three hundred fifty (350) shares.
On June 6, 2011, the Company entered into a Asset Purchas Agreement (the "Purchase Agreement") which was superseded on July 14, 2011 (the "Amended Purchase Agreement") with Encounter Technologies, Inc., a Colorado Corporation trading publicly on the Over-the-Counter under the symbol ENTI.PK ("Encounter"). Pursuant to the Amended Purchase Agreement, Pegasus acquired all of Encounter’s rights, title, and interest in and to certain assets and liabilities of Encounter relating to MusicMatrix.com (“MusicMatrix.com”) in consideration of 6,995,206 shares of the Company's Amended Series B Preferred Stock.
On June 30, 2011, the Company signed and filed an July 5, 2011 Amended Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the authorized to twenty billion (20,000,000,000) of which nineteen billion nine hundred ninety million (19,990,000,000) shall be designated as common shares and ten million (10,000,000) shall be designated as preferred shares. The par value remained at $.0001 per share.
On September 26, 2011, the Company signed and filed on September 29, 2011 an Amended Certificate of Incorporation with the Secretary of State of the State of Delaware to declare a four (4%) percent forward stock split for shareholders of record on September 28, 2011. The forward split was never approved by the Financial Industry Regulatory Authority ("FINRA") and was cancelled by the Company on April 9, 2012.
On March 12, 2012, the Company signed and filed on March 15, 2012 an Amendment to Certificate of Designations, Powers, Preferences and Rights (the “March 2012 Amended Certificate of Designation”) with the Secretary of State of the State of Delaware thereby and designating 1,000,000 shares of preferred stock as Series C Convertible Preferred Stock, $0.0001 (the “Amended Series C Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Designation, there were 7,000,000 shares of Amended Series B Preferred Stock designated or issued and 1,000,000 shares of Series C Preferred Stock designated or issued. Pursuant to the March 2012 Amended Certificate of Designation, each share of Amended Series C Preferred Stock may be converted at any time by Pegasus or the holders thereof into one (1) fully-paid and non-assessable shares of the Company's Common Stock and the voting rights of twenty thousand (20,000) shares.
On March 12, 2012 the Company issued an aggregate of 1,000,000 shares of Amended Series C Preferred Stock to Total-Invest International B.V., a Dutch limited liability company ("Total-Invest") pursuant to a Securities Purchase Agreement for $0.0001per share of Series C Preferred Stock. The Company issued the Series C Preferred Stock pursuant to an exemption under Section 4(2) of the Securities Act due to the fact that it did not involve a public offering of securities. The shares of Series C Preferred Stock were “restricted securities” (as such term is defined in the Securities Act).
On March 21, 2012, the Company entered into a Rescission Agreement with Encounter. The Company and Encounter canceled and rescinded the Purchase Agreement and the Amended Purchase Agreement and declared them to be null and void, ab initio, for all purposes, including, without limitation, for tax purposes. In addition the Company and Encounter agreed that the 6,995,206 shares of the Company's Amended Series B Preferred Stock issued in connection with the Amended Purchase Agreement were cancelled by the Company in accordance with Section 3 of the Amended Certificate of Designation. As a
result of the rescissions and cancellations MusicMatrix.com was returned to Encounter and each party was in the same position it was in immediately prior to the consummation of the Amended Purchase Agreement.
On March 21, 2012, the Company signed and filed on March 26, 2011 in accordance with the Rescission Agreement with Encounter, a Certificate of Elimination of Designations, Powers, Preferences and Rights (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware thereby eliminating the 7,000,000,000 Amended Series B Convertible Preferred Stock, The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Elimination, there were 7,000,000 shares of Amended Series B Preferred Stock designated or issued and 1,000,000 shares of Series C Preferred Stock designated or issued.
On March 21, 2012, the Company signed and filed on March 26, 2012 a Certificate of Designations, Powers, Preferences and Rights (the “ March 2012 Certificate of Designation”) with the Secretary of State of the State of Delaware thereby and designating 3,000,000 shares of preferred stock as Series D Convertible Preferred Stock, $0.0001 (the “Series D Preferred Stock”). The Certificate of Incorporation of the Company authorizes the designation and issuance of an aggregate of ten million (10,000,000) shares of preferred stock in one or more series with all rights and privileges determined by the Board of Directors of Pegasus. Prior to the filing of the Certificate of Designation, there were1,000,000 shares of Amended Series C Preferred Stock designated or issued. Pursuant to the March 2012 Certificate of Designation, each share of Amended Series D Preferred Stock may be converted at any time by Pegasus or the holders thereof into twenty thousand (20,000) fully-paid and non-assessable shares of the Company's Common Stock and have no voting rights.
On March 21, 2012, the Company acquired Blue Bull Ventures B.V., a Dutch limited liability company that provides venture capital from European private equity and institutional investors as well as advisory and management resources to emerging companies throughout the world, primarily in Europe, including providing financial advice and resources on mergers, acquisitions, restructuring, financing and capital raising from Total-Invest for 2,436,453 Series D Preferred Stock of the Company. The Company's financial statements reflect that the transaction was booked as a reverse merger.