UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2005
(March 31, 2005)
UNITED SERVICE ATTENDANTS, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-29197 65-0950421
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
4878 Ronson CT
San Diego, CA 92111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 243-2615
Pegasus Wireless Corp., 48499 Milmont Dr., Fremont, CA 94538
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(Former name or former address, if changes since last report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Form 8-K/A amends the Form 8-K filed on February 8, 2005 by Pegasus
Wireless Corp., a Colorado corporation. The purpose of this amendment to Form
8-K is to inform the Securities and Exchange Commission ("SEC") and the public
that the acquisition described in the previous report on Form 8K has been
rescinded and terminated and is considered by the parties to be void ab initio.
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.02 - TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 ACQUISITION AND DISPOSITION OF ASSETS
USAI previously reported a share exchange by and with PWC. Pursuant to the
terms of the Agreement, one hundred percent (100%) of the stock of USAI was to
be exchanged for shares of PWC.
For the reasons outlined below, the parties have agreed that the shares
will not be exchanged. The parties will therefore return to substantially the
same positions ab initio.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01. CHANGE OF CONTROL OF REGISTRANT.
An acquisition was previously reported on Form 8-K on February 8, 2005,
which described the terms and conditions of a Share and Exchange Exchange
Agreement dated February 1, 2005 between United Service Attendants, Inc., (USAI)
and Pegasus Wireless Corp., a Colorado corporation ("PWC"), which provided for
the exchange of one hundred percent (100%) of the issued and outstanding stock
of USAI for shares of PWC, such that USAI would become a wholly-owned subsidiary
of PWC.
PWC and USAI have agreed that there was a failure of consideration on the
part of one (1) or both of the parties to the Agreement. PWC and USAI have
agreed that it is in the best interest of both parties to void, cancel and
terminate the Agreement ab initio and to release any claims USAI has against PWC
as well as any claims that PWC has against USAI in consideration of such
release.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
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10.1 [1] Share and Exchange Agreement, dated as of February 1, 2005, by and
among the Company, Pegasus and the convertible debtholders and
shareholders of United.
10.1a * Agreement to Void, Cancel and Terminate Share and Exchange Agreement.
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[1] Incorporated herein by reference to the Company's Current Report on Form
8-K filed February 8, 2005.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
UNITED SERVICE ATTENDANTS, INC.
(Registrant)
Date: March 31, 2005 By: /s/ Stephen Durland
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Stephen Durland, Chief Financial Officer and Director