Pegasus Wireless - PGSW

PEGASUS WIRELESS - PGSW

Company Summary

Pegasus Wireless Corporation is a leading provider of advanced wireless solutions. Pegasus creates hardware and software solutions for broadband wireless networking and Internet access applications through its manufacturing facilities located in China and Taiwan. Pegasus' patented 802.11 technology is the platform for Wi-Fi technology, and the company offers cutting edge wireless products used in computer networking, industrial data transmission, and multimedia applications. Pegasus pioneered the industry's first driver-less, truly plug-and-play wireless Ethernet bridge, and the company's wireless networking products allow a higher user capacity per base station as compared to the competition. These products also offer advanced security, easy true plug-n-play installation, dynamic load balance, non-interrupting real-time roaming connectivity, e.g. VOIP, and fail-safe, self-healing mesh networking capability. Products are distributed through the company's facility located in California.


Outstanding Shares: 1.2 billion (2008 per Transfer Agent)
Authorized Shares: 3 billion (increased Dec 26, 2007)

Check Corporate Changes Here:

esos.state.nv.us/SOSServices/...ss/CorpSearch/CorpSearch.aspx

Entity Name: Pegasus Wireless Corp
Nevada Corp Number: C9474-2000


Stock Transfer Agent

Olde Monmouth Stock Transfer Company, Inc.
200 Memorial Parkway
Atlantic Highlands, NJ 07716
Phone: (732) 872-2727
Fax: (732) 872-2728


Additional Info

Yahoo: finance.yahoo.com/q?s=PGSW.OB
Google: finance.google.com/finance?q=OTC:PGSW
OTCBB.com: www.otcbb.com/asp/quote_module.asp?qm_page=32245&symbol=PGSW
Pinksheets.com: www.pinksheets.com/pink/quote/quote.jsp?symbol=PGSW


Pegasus Wireless Files For Chapter 11 Bankruptcy (January 28, 2008)

U.S. Bankruptcy Court
Southern District of Florida
West Palm Beach Division
Bankruptcy Petition #: 08-10924-PGH

Assigned to: Paul G Hyman Jr
Type: Chapter 11 - Voluntary
Date Filed: 01/28/2008

Debtor
Pegasus Wireless Corporation
277 Royal Poinciana Way, Suite 153
Palm Beach, FL 33480
Tax id: 52-2273215

Debtor Representation
Kevin C Gleason, Esq
4121 N 31 Ave
Hollywood, FL 33021
(954) 893-7670
Email: kgpaecmf@aol.com

U.S. Trustee
Office of the US Trustee
51 S.W. 1st Ave.
Suite 1204
Miami, FL 33130
(305) 536-7285

Chapter 11 Case Management Summary: www.4shared.com/file/37931094/146e8835/...uptcy_Statement.html

Hearing Location and Date: www.4shared.com/file/36611379/dbfb8d5e/...cation_and_date.html

Creditors Seeking Money: www.4shared.com/file/36526201/c740c95b/...tcy_w_creditors.html

Creditor Matrix: www.4shared.com/file/36549732/a48cec3f/...Creditor_Matrix.html

Bankruptcy Deadlines: www.4shared.com/file/36525951/a4d77d11/...uptcy_deadlines.html


Pegasus Wireless Requests Shareholder Vote on Restructuring Plan (July 30, 2007, Market Wire)

Pegasus Wireless announced today that a preliminary Proxy Statement was filed with the SEC on Friday, July 27, 2007. This Proxy Statement requests stockholders vote on the Company's restructuring plan, which has all the details currently available. Stockholders who hold physical shares may request to receive their Proxy electronically, once finalized, by forwarding an email to Pegasus14C@yahoo.com, with name, address, and the number of shares owned as of August 1, 2007.

Stockholders holding shares in street name must obtain the Proxy from their broker/dealer. Once finalized, Proxies of those stockholders holding physical certificates may be submitted prior to the Special Meeting (no later than 20 days after the final Proxy Statement is filed with the SEC) to the Company.

Email: PegasusProxy@yahoo.com
Fax: (561) 881-9886
Mail: 277 Royal Poinciana Way, Suite 153, Palm Beach, FL 33480
Web site: www.pegasuswirelesscorp.com
Email: Pegasus14C@yahoo.com

Source: biz.yahoo.com/iw/070730/0283967.html


Pegasus Wireless Files SEC Schedule 14-A: Preliminary Shareholder Proxy Statement (July 27, 2007)

"To the Shareholders:

Notice is hereby given that the 2007 Special Meeting of shareholders of Pegasus Wireless Corp., a Nevada corporation, (the "Company"), will be held at the Hilton Palm Beach Airport, 105 Australian Ave., West Palm Beach, FL 33406 (561-684-9400), on August __, 2007 (a date at least 20 days after the notice is to be forwarded) at 10:00 a.m. for the following purposes:

1. Ratification of the Amended and Restated Articles of Incorporation of the Company, as attached as an Exhibit to this Proxy Statement; and Approval of the Company's Restructuring Plan as more fully described in this Proxy Statement; and,

2. To transact any and all other business that may properly come before the Meeting.

All shareholders of record at the close of business on August 1, 2007 are entitled to notice of this special meeting and to vote.

WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY (SEE EXHIBIT D) TO REQUEST TO RECEIVE THIS PROXY STATEMENT ELECTRONICALLY PLEASE EMAIL THE COMPANY AT: Pegasus14C@yahoo.com

TO PROVIDE YOUR PROXY VOTE ELECTRONICALLY, PLEASE FORWARD IT VIA EMAIL TO THE COMPANY AT: PegasusProxy@yahoo.com

By order of the Board of Directors,

Jasper Knabb, Chief Executive Officer
Stephen Durland, Secretary, Chief Financial Officer


The Restructuring Plan:

The Company has closed its manufacturing facility in Freeport, Grand Bahama, The Bahamas and relocate all manufacturing to its subsidiaries, Cnet in the Peoples Republic of China and SKI in the Republic of China.

The Company will sell its 51% ownership of the AMAX companies, Cnet and SKI, to three separate publicly traded companies in a stock for stock exchange and subsequently issue as a property dividend to the Pegasus shareholders the shares received in each of these three transactions. The dividend dates and ratios of shares distributed for Pegasus shares owned for these distributions will be declared within a reasonable time frame prior to the actual distribution dates.

Pegasus is seeking a buyer for its intellectual property at this time.

Pegasus is also seeking management teams for each of these spin-off entities.

Current Pegasus management and directors do NOT intend to remain with these spun off entities.

Current Pegasus management and directors are also seeking a Management team for Pegasus to assume control subsequent to the completion of this restructuring.

The Board of Directors has determined that it is in the best interest of the stockholders to cancel the 2006 warrants, because it is highly unlikely that any will ever be exercised and the Company has received conflicting opinions as to the effect of the December 2006 reverse split upon these warrants.

Pegasus management has not at this time identified the corporations which will be utilized to spin off subsidiaries, nor the ratios of spin off entity shares to Pegasus shares held at dividend dates. In addition, current management is
evaluating issues related to regulatory and tax implications and ramifications related to this restructuring.

The Company has no employment agreements with its executive officers.

Source: www.sec.gov/Archives/edgar/data/1126752/...07-000100-index.htm


Company Flagship Product: Cynalynx

PC Magazine - Cynalynx Product Review (May 3, 2007): www.pcmag.com/article2/0,1895,2123912,00.asp

PC Magazine - Comparison of Cynalynx to Other Wireless Media Devices: www.pcmag.com/category2/0,1874,924250,00.asp

Cynalynx Distributor: www.ramelectronics.net/html/WiJet-Cynalynx.htm


Pending Lawsuits Against Pegasus Wireless

Mitchell vs. Pegasus Wireless: securities.stanford.edu/1036/PGWC_01/

Pournaras vs. Pegasus Wireless: dockets.justia.com/docket/court-candce/...04600/case_id-195607

Keller vs. Pegasus Wireless: tinyurl.com/yotfsb

Tsao vs. Pegasus Wireless: www.sccaseinfo.org/pa5.asp?full_case_number=1-06-CV-070797

Court docs: i273.photobucket.com/albums/jj226/albinocat55


Convertible Debt and Share Dilution Issue

Company officers issued shares to pay 2-year convertible notes entered in 2003 and matured in 2005.

The convertible notes were allegedly acquired from a shell company that has not been disclosed to date.

2006 Q3: 26,380,080 shares (pre-split) issued for $263,800.80 convertible debt (See 10-Q report filed Nov 22, 2006)

2006 Q4: 10,500,000 shares (pre-split) issued for $105,000.00 convertible debt (See 10-K report filed April 3, 2007)

2007 Q1: 13,000,000 shares (post-split) issued for $130,000.00 convertible debt (See 10-Q report filed May 21, 2007)

2007 Q2: 7,300,000 shares (post-split) issued for $70,300.00 convertible debt (See 10-Q report filed August 15, 2007)

2007 Q3: 5,000,000 shares (post-split) issued for $50,000.00 convertible debt (See 10-Q report filed November 19, 2007)

Total shares issued to pay convertible debt to date: 32,676,016 shares (post-split figure); 163,380,080 shares (pre-split figure)

Total outstanding shares (as of November 19, 2007): 46,908,848 shares (post-split figure); 234,544,240 shares (pre-split figure)

Share dilution due to convertible debt: 32,676,016 shares / 46,908,848 shares = 70% of outstanding shares (as of November 19, 2007)


Summary

Approximately 70% of the outstanding shares at the end of Q3-2007 (46,908,848 shares) were issued by company officers to pay a convertible debt of $621,800.80 at a rate of $0.01 per share.

Company officers have not disclosed the name of the convertible note holder or which acquired shell company had taken on this convertible debt.

Company officers have not informed shareholders of any attempt on their part to disqualify the convertible debt since it was not disclosed at time of settlement when a shell company was acquired.

Note: Company officers approved a 5-for-1 reverse share split effective on December 11, 2006. The stock was voluntarily de-listed from the NASDAQ Exchange on this date and the stock symbol was changed from PGWC to PGSW for unknown reasons.


Stock listed on NASDAQ Exchange on April 21, 2006

www.nasdaq.com/reference/200607/market_open_072106.stm

Note: Pegasus Wireless (PGSW, formerly PGWC) was a NASDAQ-listed company from April 21, 2006 to December 11, 2006

NASDAQ CEO Signature Series Video Interview with Jasper Knabb, CEO (July 21, 2006)

* www.nasdaq.com/investorscenter/ceodefault.stm
* Windows Player: origin.vcall.com/console/getStream.asp?ID=109178
* Real Player: origin.vcall.com/console/getStream.asp?ID=109179


NASDAQ Listing Timeline and Events

Apr 21, 2006: Pegasus Wireless begins trading on the NASDAQ Exchange under symbol PGWC.
June 30, 2006: Russell 2000/3000 Index funds automatically purchase shares of PGWC.
July 20, 2006: PGWC rings the opening bell at the NASDAQ Exchange
Aug 28, 2006: Russell 2000/3000 Index fund re-balancing.
Sep 25, 2006: Pegasus Wireless releases PR (8-K not filed) to announce plans to voluntarily de-list from the NASDAQ Exchange.
Oct 17, 2006: Pegasus Wireless files SEC Form 25 to end listing from NASDAQ Exchange.
Dec 11, 2006: Pegasus Wireless is voluntarily de-listed from NASDAQ Exchange at end of trading day. Stock symbol changed from PGWC to PGSW.


Amax Engineering Corporation (Fremont, CA)

Pegasus Wireless acquired a 51% controlling interest of Amax Engineering on December 22, 2005.

Amax Engineering Corporation
1565 Reliance Way
Fremont, CA 94539, USA
Phone: (510) 651-8886
Fax: (510) 651-4119
Toll free: (866) 626-2948
E-mail: aitsales@amax.com

Web site: www.amax.com/amaxres/home.asp (Engineering)
Web site: www.amaxit.com (Information Technology)
Amax in the news: www.crn.com/white-box/202101618


Sources:

www.sec.gov/Archives/edgar/data/1126752/...05-000301-index.htm

www.sec.gov/Archives/edgar/data/1126752/...s-8k_122005ex99.txt


~ Fair Winds and Following Seas ~

www.browniedive.com/pdf/magazine_articles/showboats_0107_e.pdf

We launched a crusade here at NewMarket over five years ago and many of you reading this letter have played an essential role in the NewMarket crusade. After creating a technology start-up ten years ago, the NewMarket founders suffered the fate of most early stage technology companies -- a severe lack of available investment capital. By 2002, after the "dotcom bubble" burst, most early stage technology companies launched within the preceding five years closed their doors. That same year, NewMarket otherwise decided to launch our crusade to change the market's perception of investments in early stage technologies by building an entirely new business model designed to build investor confidence by improving the predictability of investment performance. NewMarket's vision is to establish a recognized, respectable and repeatable early stage technology investment scenario. NewMarket is in the business of continuously introducing new technologies to new markets.

13,000 Stakeholders Contribute to NewMarket Early Stage Technology Vision

Over 13,000 retail investors have become stakeholders in the NewMarket crusade. Over 13,000 individuals have purchased and are holding stock in NewMarket. I use the word stakeholder because purchasing stock in NewMarket makes a retail investor much more than just a shareholder in another public company. We meet with hundreds of investors and shareholders every year in public forums NewMarket conducts or participates in to share what we have learned along the crusade trail and to present the map of where we plan to go next. We publish volumes of letters, emails and press releases to reach thousands more with our message. The participation of those 13,000 stakeholders has been the heart and soul of the NewMarket crusade over the past five years.

Stakeholder Frustration; Stakeholder Passion

I have the privilege of speaking with many stakeholders every year. Sometimes the conversation is initiated around a stakeholder's frustration. NewMarket has fought numerous battles along the way. Some of which we have won and some of which we have lost. While we are winning the early stage technology investment war, we are not without our causalities and injuries from lost battles. The stakeholder frustrations I encounter almost always stem from the passion that stakeholder has for the NewMarket vision and their sense that the Company could be doing more or doing something better to realize that vision. The frustrations I encounter are more than the usual shareholder frustration resulting from less than desirable stock price performance.

NewMarket stakeholder frustrations are perhaps the best measure of NewMarket's success. Stakeholders have made the Company's vision their own. They are expressing to management what management can do to be a better custodian of the vision. I too have my own frustrations and when I hear the frustrations of another stakeholder I am delighted by the passion I know we share for the NewMarket vision.

Fundamental Financial Performance Measures of Success

In addition to the stakeholders' passion for the NewMarket vision, the Company has many additional measures of success. The Company has enjoyed tremendous growth from $1 million in reported revenue in 2002 to approximately $100 million in annualized revenue today. Unlike many early stage, fast growth technology companies, NewMarket has even managed to maintain profitability throughout its rapid growth. NewMarket's growth has been recognized by being named near the top of the Deloitte Technology Fast 500 for three years running.

Globally Positioned to Flourish Through Down Economy in North America

Futhermore, notably, NewMarket has established operations in two of the world's high growth areas, namely Latin America and Asia. NewMarket began operations overseas several years ago and has core, regional systems integration businesses well established in each of those markets. NewMarket China reported $29.5 million in revenue in 2006 and has already reported $27.9 million through the first three quarters of 2007. Latin American operations had approximately $16.5 million in revenue through the first three quarters as well. Now that China's annual GDP growth of over 10% annually and Brazil's position in the world as a prime investment area are now being recognized, NewMarket is well positioned to take advantage of the regional growth with established, core systems integration businesses in each country.

Higher Purpose; Higher Profit

Additional measures of success include NewMarket's "higher purpose" contributions to the world's developing economic regions laboring against basic resource constraints to simply establish a universal standard of living. In the course of NewMarket's crusade to build a recognized, respectable and repeatable early stage technology investment scenario, the Company has discovered the opportunity to expand this crusade into the world's developing economic regions. The world's developing economic regions regularly provide retail investors better return on investment prospects, while at the same time supporting job creation where it has otherwise been difficult. The majority of NewMarket's revenue growth has come from developing economic regions in Asia and South America where the Company has likewise created hundreds of jobs.

The OTCBB as a Pioneer in the Global Small Business Market

NewMarket has great confidence in the future of the micro-cap public markets. The Over-the-Counter Bulletin Board (OTCBB) market is a pioneer in the micro-cap public world. The OTCBB is only ten years old. While other "penny" markets may have existed before to trade the stocks of small businesses, start-ups or distressed companies, the OTCBB set out to legitimize the "penny" market through standardization, regulation, and oversight. The financial market is experiencing a global proliferation of "penny" exchanges today with initiatives underway in England, France, Germany, Singapore and China, to name only a handful of more notable markets. This proliferation is in response to the financial market's increasing awareness of the return potential from small business investments. Small business accounts for the majority of the global gross domestic product (GDP) and the majority of global employment. Even in the United States, over fifty percent (50%) of domestic GDP and employment comes from small business. The small business market space has always been a vital market segment, rich with investment potential. Now, the OTCBB is pioneering the opportunity for middle income investors to participate in and benefit from the small business market space. The rest of the world's financial markets are following the OTCBB's lead. Investment in publicly listed small businesses is growing rapidly every year.

Overcoming the Pitfalls of the OTCBB; Improving the Caliber of Participants

We launched a crusade here at NewMarket over five years ago and many of you reading this letter have played an essential role in the NewMarket crusade. After creating a technology start-up ten years ago, the NewMarket founders suffered the fate of most early stage technology companies -- a severe lack of available investment capital. By 2002, after the "dotcom bubble" burst, most early stage technology companies launched within the preceding five years closed their doors. That same year, NewMarket otherwise decided to launch our crusade to change the market's perception of investments in early stage technologies by building an entirely new business model designed to build investor confidence by improving the predictability of investment performance. NewMarket's vision is to establish a recognized, respectable and repeatable early stage technology investment scenario. NewMarket is in the business of continuously introducing new technologies to new markets.

13,000 Stakeholders Contribute to NewMarket Early Stage Technology Vision

Over 13,000 retail investors have become stakeholders in the NewMarket crusade. Over 13,000 individuals have purchased and are holding stock in NewMarket. I use the word stakeholder because purchasing stock in NewMarket makes a retail investor much more than just a shareholder in another public company. We meet with hundreds of investors and shareholders every year in public forums NewMarket conducts or participates in to share what we have learned along the crusade trail and to present the map of where we plan to go next. We publish volumes of letters, emails and press releases to reach thousands more with our message. The participation of those 13,000 stakeholders has been the heart and soul of the NewMarket crusade over the past five years.

Stakeholder Frustration; Stakeholder Passion

I have the privilege of speaking with many stakeholders every year. Sometimes the conversation is initiated around a stakeholder's frustration. NewMarket has fought numerous battles along the way. Some of which we have won and some of which we have lost. While we are winning the early stage technology investment war, we are not without our causalities and injuries from lost battles. The stakeholder frustrations I encounter almost always stem from the passion that stakeholder has for the NewMarket vision and their sense that the Company could be doing more or doing something better to realize that vision. The frustrations I encounter are more than the usual shareholder frustration resulting from less than desirable stock price performance.

NewMarket stakeholder frustrations are perhaps the best measure of NewMarket's success. Stakeholders have made the Company's vision their own. They are expressing to management what management can do to be a better custodian of the vision. I too have my own frustrations and when I hear the frustrations of another stakeholder I am delighted by the passion I know we share for the NewMarket vision.

Fundamental Financial Performance Measures of Success

In addition to the stakeholders' passion for the NewMarket vision, the Company has many additional measures of success. The Company has enjoyed tremendous growth from $1 million in reported revenue in 2002 to approximately $100 million in annualized revenue today. Unlike many early stage, fast growth technology companies, NewMarket has even managed to maintain profitability throughout its rapid growth. NewMarket's growth has been recognized by being named near the top of the Deloitte Technology Fast 500 for three years running.

Globally Positioned to Flourish Through Down Economy in North America

Futhermore, notably, NewMarket has established operations in two of the world's high growth areas, namely Latin America and Asia. NewMarket began operations overseas several years ago and has core, regional systems integration businesses well established in each of those markets. NewMarket China reported $29.5 million in revenue in 2006 and has already reported $27.9 million through the first three quarters of 2007. Latin American operations had approximately $16.5 million in revenue through the first three quarters as well. Now that China's annual GDP growth of over 10% annually and Brazil's position in the world as a prime investment area are now being recognized, NewMarket is well positioned to take advantage of the regional growth with established, core systems integration businesses in each country.

Higher Purpose; Higher Profit

Additional measures of success include NewMarket's "higher purpose" contributions to the world's developing economic regions laboring against basic resource constraints to simply establish a universal standard of living. In the course of NewMarket's crusade to build a recognized, respectable and repeatable early stage technology investment scenario, the Company has discovered the opportunity to expand this crusade into the world's developing economic regions. The world's developing economic regions regularly provide retail investors better return on investment prospects, while at the same time supporting job creation where it has otherwise been difficult. The majority of NewMarket's revenue growth has come from developing economic regions in Asia and South America where the Company has likewise created hundreds of jobs.

The OTCBB as a Pioneer in the Global Small Business Market

NewMarket has great confidence in the future of the micro-cap public markets. The Over-the-Counter Bulletin Board (OTCBB) market is a pioneer in the micro-cap public world. The OTCBB is only ten years old. While other "penny" markets may have existed before to trade the stocks of small businesses, start-ups or distressed companies, the OTCBB set out to legitimize the "penny" market through standardization, regulation, and oversight. The financial market is experiencing a global proliferation of "penny" exchanges today with initiatives underway in England, France, Germany, Singapore and China, to name only a handful of more notable markets. This proliferation is in response to the financial market's increasing awareness of the return potential from small business investments. Small business accounts for the majority of the global gross domestic product (GDP) and the majority of global employment. Even in the United States, over fifty percent (50%) of domestic GDP and employment comes from small business. The small business market space has always been a vital market segment, rich with investment potential. Now, the OTCBB is pioneering the opportunity for middle income investors to participate in and benefit from the small business market space. The rest of the world's financial markets are following the OTCBB's lead. Investment in publicly listed small businesses is growing rapidly every year.

Overcoming the Pitfalls of the OTCBB; Improving the Caliber of Participants