PEGASUS TEL, INC.
118 Chatham Road
Syracuse, NY 13203
Telephone: (315) 491-8262
VIA EDGAR CORRESPONDENCE
December 22, 2009
Division of Corporate Finance
U.S. Securities and Exchange Commission
Mail Stop 3720
100 F Street N.E.
Washington, D.C. 20549
Attn: Larry Spirgel, Assistant Director
Re: Pegasus Tel, Inc.
Registration Statement on Form S-1
File No.: 333-162516
Dear Mr. Spirgel:
We hereby request that the effectiveness of the above-captioned Registration Statement be accelerated so that such Registration Statement will become effective on Monday, December 28, 2009 at 12:00 p.m. (Eastern Time) or as soon thereafter as practicable.
On behalf of the Company, I hereby acknowledge that:
| (a) | | Should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
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| (b) | | The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
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| (c) | | The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Company further understands that the Division of Enforcement has access to all information provided to the Staff of the Division of Corporation Finance in the Staff’s review of the Company’s filings or in response to the Staff’s comments on the Company’s filings.
Please direct any questions or comments regarding this matter to Virginia K. Sourlis, Esq. of The Sourlis Law Firm at (732) 530-9007.
| Very truly yours, |
| PEGASUS TEL, INC. |
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| By: | /s/ CARL E. WORBOYS |
| Carl E. Worboys President and Director (Principal Executive Officer) |