UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): January 23, 2013

 
    MEGA WORLD FOOD HOLDING COMPANY    
   
(Exact name of registrant as specified in its charter)
   
         
         
Nevada
 
333-171046
 
27-4715504
(State of other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
         
  109 Burtons Road        
Marlton, New Jersey
     
08053
(Address of principal executive offices)
     
(Zip Code)
         
      1.609.707.1519    
      Registrant’s telephone number, including area code:    
         
         
         
    Room C1D, 6/F, Wing Hing Industrial Building    
    14 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong    
    (Former name or former address, if changed since last report.)  
 
 
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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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SECTION 3 - SECURITIES AND TRADING MARKETS
 
Item 3.02   Unregistered Sales of Equity Securities.
 
On January 23, 2013, Mega World Food Holding Company (the “Company”) issued an aggregate of 2,500,000 shares of the Company's common stock, par value $.001 per share, to the eighteen (18) shareholders of Perpetual Wind Power Corporation ("Perpetual Wind") for the rights to its wind and solar powered turbine technology for which  it has a patent pending with the United States Patent and Trademark office  (U.S. Patent App. Serial No. 61/257,578) as submitted on November 3, 2009 by Woodcock Washburn, a US law firm specializing in intellectual property law and as demonstrated on Perpetual Wind’s website at www.perpwindpower.com (the “Perpetual Wind Patent”).   As additional consideration, Perpetual Wind is returning to the Company's treasury, the 24,500,000 shares of common stock of the Company that it acquired from thirteen (13) shareholders of the Company this same day.  As a result, a change of control of the Company took place on this date, whereby said (18) shareholders of Perpetual Wind now own 2,500,000 of the Company's common stock out of a total of 3,000,000 total common stock outstanding.  
 
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
 
Item 5.01 Changes in Control of Registrant.
 
On January 23, 2013, the Company issued an aggregate of 2,500,000 shares of the Company's common stock, par value $.001 per share, to the eighteen (18) shareholders of Perpetual Wind for the  Perpetual Wind Patent.   As additional consideration, Perpetual Wind is returning to the Company's treasury, the 24,500,000 shares of common stock of the Company that it acquired from thirteen (13) shareholders of the Company this same day.  As a result, a change of control of the Company took place on this date, whereby said (18) shareholders of Perpetual Wind now own 2,500,000 of the Company's common stock out of a total of 3,000,000 total common stock outstanding.
 
The Company is not aware of any arrangements, including any pledge of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.
 
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
(a)           On January 23, 2013, Lingling Wang, Lin Xiang Wang, Guangquing Chen, Hanjun Shi, Key Wu and Shaoyun Zhou presented to the Board of the Company a letter of resignation whereby they resigned from their positions as officers and directors with the Company, effective at 11;59 A.M. on January 23, 2013.  Their resignation was not the result of any disagreements with the Company on any matters relating to the Company’s operations, policies or practices.  
 
(c)           On January 23, 2013, the stockholders of the Company holding a majority in interest of the Company’s voting equity, approved by written consent and the members of the board of directors (the “Board”) of the Company approved by unanimous written consent, (i) the acceptance of resignation of Lingling Wang, Lin Xiang Wang, Guangquing Chen, Hanjun Shi, Key Wu and Shaoyun Zhou  from their positions as officers and directors of the Company, and (ii) the appointment of Mr. Frank Pringle as Chief Executive Officer and Director and Ms. Elyse M. Thompson as Chief Financial Officer, Secretary and Director of the Company.
 
 
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Frank Pringle, President and Chairman of the Board of the Company, attended Hiram College in Hiram, Ohio before leaving school to pursue a professional baseball contract.  He has taken technical/engineering classes at Georgia Tech, Towson University and Lake Erie College.  He worked in industrial engineering and sales for 30 years before starting his first engineering/material handling company in 1985.  He has taken two companies public prior to Perpetual Wind Power Corporation, one dealing with plastic bottle and glass recycling and the other with microwave technology to derive fuel from waste products.  He has applied for and/or obtained 19 patents pending/patents in various engineering and scientific disciplines.  His technologies have been featured in many trade magazines and other media outlets including Popular Science (Best of What’s New 2007) and Time Magazine (Best Inventions of the Year 2008).
 
Elyse M. Thompson is the Secretary, Chief Financial Officer and Director of the Company.  Ms. Thompson graduated from Ohio University in June 1985 with a B.A. in Sociology/Criminology and a Minor in Psychology.  Since graduating from college, she has worked in an administrative capacity for a number of companies.  In the past 17 years, she has served as Office Manager and Executive Assistant to the President with duties including maintenance of records, bank deposits, accounting, payroll and human resource administration.  She has extensive experience with preparation of Power Point Presentations, Excel spreadsheets, executive correspondence and reports.  At Perpetual Wind Power Corporation, Ms. Thompson has participated in presentations for business development, coordinated and created website and marketing materials, and has facilitated all administrative responsibilities.
 
Involvement in Certain Legal Proceedings  
 
During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.
 
 
3
 
Family Relationships
 
Neither Mr. Pringle nor Ms. Thompson has a family relationship with any of the previous officers or directors of the Company.  Mr. Frank Pringle along with his wife own a total of 67% or 2,009,793 of the Company's total outstanding common shares.  Ms. Thompson owns a total of 2.78% or 83,333 of the Company's total outstanding common shares.
 
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
 
Item 9.01 Financial Statements and Exhibits
 
Exhibit Index
 
Exhibit No.:
 
Description:
10.1
 
Patent Acquisition Agreement
     
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
     
Date: January 24, 2013
PEGASUS TEL, INC.
 
     
 
By:
/s/ Frank Pringle
 
   
Frank Pringle
 
   
Chief Executive Officers
 
 
 
4
 

Exhibit 10.1 Patent Acquisition Agreement
 
PATENT ACQUISITION AGREEMENT

Private and Confidential

THIS PATENT ACQUISITION AGREEMENT (the "Agreement"), made as of the last executed date below (the "Effective Date"), by and among PERPETUAL WIND POWER CORPORATION a privately held company organized in the State of Delaware with a. principle address located at 109 Burtons Road, Marlton, NJ 08053 (the "Seller"), and MEGA WORLD FOOD HOLDING COMPANY , a public company organized in the state of Nevada and traded on the Over the Counter Bulletin Board under the symbol "MWFH" (the "Company"), pertaining to sale of a wind and solar patent owned by the Seller to the Company for newly issued restricted common stock of the Company.  Seller and the Company individually are referred to herein as a "Party," and collectively as the "Parties".

WI T N E S S E T H :

WHEREAS , the Company has authorized One Hundred Million (100,000,000) shares of common stock, par value $.001 per share, of which a total of Twenty Five Million (25,000,000) shares of common stock are issued and outstanding as of the date hereof; and

WHEREAS , the Company has authorized 10,000,000 shares of preferred stock, par value $.001 per share, of which no shares of preferred stock are issued and outstanding as of the date hereof; and

WHEREAS , Seller is an alternative energy company that has expended financial resources and developed and owns a unique wind and solar powered turbine technology for which it has a patent pending with the United States Patent and Trademark office  (U.S. Patent App. Serial No. 61/257,578) as submitted on November 3, 2009 by Woodcock Washburn, a leading US law firm specializing in intellectual property law and as demonstrated on Perpetual Wind’s website at www.perpwindpower.com (the “Perpetual Wind Patent”); and

WHEREAS , Seller currently owns 24,500,000 shares of common stock of the Company; and

WHEREAS , the Company desires to acquire the Perpetual Wind Patent from Seller and general exploit the technology of the Seller, all pursuant to such terms, provisions and conditions as the parties hereto shall agree.

NOW, THEREFORE , in consideration of the mutual promises, covenants, representations and warranties contained herein, and subject to the terms and conditions hereof, the Parties hereby agree as follows:

Patent Acquisition Agreement, Page  of 1 of 7
 
 
 
 
1.   Sale of Perpetual Wind Patent .  Seller hereby agree to sell to the Company, and the Company hereby agrees to purchase from Seller the Perpetual Wind Patent for an aggregate purchase price of Two Million Five Hundred Thousand (2,500,000) newly issued Common Stock of the Company (the “Mega Shares”) to be issued in the name of the Seller’s Shareholders in accordance with Exhibit A attached hereto and incorporated by reference (“Seller’s Shareholders”).

2.   Additional Consideration .  Seller hereby agrees as additional consideration at the Closing Date to return to the Company’s treasury the 24,500,000 shares of common stock of the Company that it currently owns whereby after the Closing Date, the Seller will own no shares in the Company, the Seller’s Shareholders shall own the Mega Shares, and the Company will have a total of Three Million (3,000,000) Common Stock issued and outstanding.

3.   Conditions   to   Closing .  The obligations of the Parties to consummate the sale the Perpetual Wind Patent to the Company is subject to the satisfaction of the following conditions:

a.           The Seller, and the Company shall have provided an executed copy of the Agreement;

b.           The Company shall have received approval from its board of directors and its shareholders for the execution of this Agreement and the transactions contemplated hereby, including, without limitation, the issuance of the Mega Shares;

b.           The Seller shall have received approval from its board of directors and its shareholders for the execution of this Agreement and the transactions contemplated hereby, including, without limitation, the sale of the Perpetual Wind Patent to the Company, in accordance with applicable law and the Company's certificate of incorporation and by-laws.

4.   Closing . On or before the seventh business day from the date hereof, Company and Seller shall close in accordance with the terms of this Agreement (the “Closing Date”).

5.            Representations   and   Warranties   of Seller . Seller hereby represents and warrants, for a period of twelve (12) months from the Closing Date, to the Company, that the statements in the following paragraphs of this Section 5 are all true and complete as of the Closing Date:

a.              Ownership of the Patent .  Seller warrant that it owns the Perpetual Wind Patent and that no one else has any claims to it.

b.            Full Power and Authority .  Seller represent that they have full power and authority to enter into this Agreement.

Patent Acquisition Agreement, Page  of 2 of 7
 
 
 

c.            No   Oral   Representations .  No oral or written representations have been made other than or in addition to those stated in this Agreement.  Seller is not relying on any oral or written statements made by the Company, the Company’s representatives, employees or affiliates in sale of the Perpetual Wind Patent to the Company.

e.            Restricted   Securities .  Seller understands that the Mega Shares are characterized as "restricted securities" under the Securities Act in as much as they are being acquired by the Seller’s Shareholders from the Company in a transaction not involving a public offering.

f.            Opinion   Necessary .  Seller acknowledges on behalf of itself and its shareholders that if any transfer of the Mega Shares is proposed to be made in reliance upon an exemption under the Securities Act, the Company may require an opinion of counsel satisfactory to the Company that such transfer may be made pursuant to an applicable exemption under the Securities Act. Seller acknowledges on behalf of itself and its shareholders that a restrictive legend appears on the Mega Shares and must remain on the Mega Shares until such time as it may be removed under the Securities Act.

g.            Compliance .   Seller shall comply with all applicable securities laws, rules and regulations regarding this Agreement, the transactions contemplated hereby and all related transactions, including, but not limited to, the timely and accurate filing of any forms required by the U.S. Securities and Exchange Commission for the Company.

5.            Representations and Warranties of the Company .  Company hereby represent and warrant to the Seller that the statements in the following paragraphs of this Section 5 are all true and complete as of the Closing Date:

a.            Full   Power   and Authority . Company represents that it has full power and authority to enter into this Agreement and consummating the transactions contemplated hereby.

b.            No   Oral   Representations .  No oral or written representations have been made other than or in addition to those stated in this Agreement. Company is not relying on any oral or written statements made by the Seller, the Seller’s representatives, employees or affiliates in purchasing the Perpetual Wind Patent.

c.            Compliance .   Company shall comply with all applicable securities laws, rules and regulations regarding this Agreement, the transactions contemplated hereby and all related transactions, including, but not limited to, the timely and accurate filing of any forms required by the U.S. Securities and Exchange Commission for the Company.


Patent Acquisition Agreement, Page  of 3 of 7
 
 
 
 
6.            Indemnification . Seller and Company herein shall indemnify and hold harmless the other Party to this Agreement from and against any and all losses, damages, expenses and liabilities (collectively "Liabilities") or actions, investigations, inquiries, arbitrations, claims or other proceedings in  respect thereof, including enforcement of this Agreement (collectively "Actions" and together with the Liabilities, the "Losses").  Losses include, but are not limited to, all reasonable legal fees, court costs and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of this Agreement or for any breach of this Agreement.

7.            Governing   Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without giving effect to any other choice or conflict of law provision that would cause the application of the laws of any other jurisdiction other than the State of Connecticut.

8.            Successors   and   Assigns .  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, except that Buyer may not assign or transfer any of its rights or obligations under this Agreement.

9.           Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.

10.            Headings .  The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

11.            Ambiguities .   Each Party and its counsel have participated fully in the review and revision of this Agreement. The Parties understand and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any Party.

12.            Costs,   Expenses . Each Party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.

13.            Modifications   and   Waivers .  No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the execution of this Agreement, and signed by all the Parties. No waiver of any breach, term, condition or remedy of this Agreement by any Party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy.  All remedies, either under this Agreement, by law, or otherwise afforded the Buyer shall be cumulative and not alternative.

Patent Acquisition Agreement, Page  of 4 of 7
 
 
 

14.            Severability .  If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

15.            Entire   Agreement .   This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties  or  obligations between the Parties with respect to the subject matter hereof.

16.            Further   Assurances .  From and after the date of this Agreement, upon the request of the Buyer or the Sellers, Buyer and the Sellers shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

17.            Notices . All notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly received:

a.           if  given by telecopier, when  transmitted and the appropriate telephonic confirmation received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission;

b.           if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails; and

c.           if given by courier or other means, when received or personally delivered, and, in any such case, addressed as indicated herein, or to such other addresses as may be specified by any such Person to the other Person pursuant to notice given by such Person in accordance with the provisions of this Section 25.

18.            Insider   Trading . The Sellers hereby certify that they have not themselves, nor through any third parties, purchased nor caused to be purchased in the public marketplace any publicly traded shares of the Company. The Sellers further certify they have not communicated the nature of the transactions contemplated by the Agreement, are not aware of any disclosure of nonpublic information concerning said transactions, and are not a party to any insider trading of Company shares.

19.            Binding   Arbitration . In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such a solution within a period of sixty (60) days, then, upon

Patent Acquisition Agreement, Page  of 5 of 7
 
 
 
 
notice by either Party to the other, all disputes, claims, questions, or disagreements shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection, and judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

In Witness Whereof, the Parties hereto have executed this Agreement as of the last date written below.


MEGA WORLD FOOD HOLDING COMPANY:

/s/Ling Ling Wang
Ling Ling Wang, CEO
 
Date: January 19, 2013


PERPETUAL WIND POWER CORPORATION:
 
/s/ Frank Pringle
Frank Pringle, CEO
 
Date: January 23, 2013

Patent Acquisition Agreement, Page  of 6 of 7
 
 
 
 
Appendix A

 
 
Seller’s Shareholders
 
Shares Being Received by Each:
   
   
FRANK PRINGLE
1,250,000
LOIS PRINGLE
759,793
ELYSE THOMPSON
83,333
SHAWN PRINGLE
41,667
GEORGE BIRCH
41,667
JERRY GRUENBAUM
290,833
RYAN THOMPSON
5,625
JEN THOMPSON
5,625
BAILEY PRINGLE
5,625
ASHLEE PRINGLE
5,625
NIKOLAOS GIANNAKEAS
208
YASUAO HAYASHI
833
DONNA WERT
833
ROBERT & MAGDALENE WALESYN
208
CHARLES BEEBE
1,250
LARRY ETHERTON
208
LIBBY NEUMAN
4,167
GRAHAM WERT
2,500
   
 
2,500,000
 
Patent Acquisition Agreement, Page  of 7 of 7