SEC – ‘UPLOAD’ from 2/22/07 re: Pegasus Wireless Corp – ‘LETTER’

On:  Thursday, 2/22/07, at 12:51pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  6/26/07   ·   Accession #:  0-7-9390

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    13K 


February 22, 2007                                                   

Via U.S. Mail and Facsimile (561-881-9886)                                      

Stephen Durland                                                                 
Chief Financial Officer                                                         
Pegasus Wireless Corp.                                                          
277 Royal Poinciana Way, Suite 153                                              
Palm Beach, FL 33480                                                            

Re:     Pegasus Wireless Corp.                                  
Form 10-KSB for the Transition Period from July 1, 2005 to                      
December                                                                        
31, 2005                                                                        
Filed March 3, 2006                             
File No. 0-32567                                

Dear Mr. Durland:                                                               

We have limited our review of the above filing to disclosure        
relating to your contacts with countries that have been identified              
as                                                                              
state sponsors of terrorism, and we have the following comment.                 
Our                                                                             
review with respect to this issue does not preclude further review              
by                                                                              
the Assistant Director group with respect to other issues.  At                  
this                                                                            
juncture, we are asking you to provide us with supplemental                     
information, so that we may better understand your disclosure.                  
Please be as detailed as necessary in your response. After                      
reviewing                                                                       
this information, we may raise additional comments.                             

Please understand that the purpose of our review process is         
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your                      
filings.                                                                        
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comment or on any other                    
aspect                                                                          
of our review.  Feel free to call us at the telephone numbers                   
listed                                                                          
at the end of this letter.                                                      

General                                                                         
1. The "International Dealers" section of your website states that              
sales of your products in regions like Africa, the Middle East,                 
and                                                                             
Korea are largely handled by you.  Please advise us whether you                 
sell                                                                            
your products into Sudan, Syria, Iran, or North Korea, which are                
identified as state sponsors of terrorism by the United States and              
are subject to U.S. economic sanctions and export controls.  If                 
so,                                                                             
describe for us your past, current, and anticipated business                    
activities or other contacts with those countries, whether through              
direct or indirect arrangements.  Identify all products,                        
technology,                                                                     
and services provided into Sudan, Syria, Iran, or North Korea.                  
Your                                                                            
response should describe any agreements, commercial arrangements                
or                                                                              
other contacts with the governments of Sudan, Syria, Iran, or                   
North                                                                           
Korea, or entities controlled by those governments.                             

* * * * *                                                                       

Please respond to this comment within 10 business days or           
tell                                                                            
us when you will provide us with a response.  Please file your                  
response letter on EDGAR.                                                       

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filings to be certain that the                
filings include all information required under the Exchange Act of              
1934 and that they have provided all information investors require              
for an informed investment decision.  Since the company and its                 
management are in possession of all facts relating to the                       
company`s                                                                       
disclosure, they are responsible for the accuracy and adequacy of               
the                                                                             
disclosures they have made.                                                     

In connection with responding to our comment, please                
provide,                                                                        
in writing, a statement from the company acknowledging that:                    

* the company is responsible for the adequacy and accuracy of the               
disclosure in the filings;                                                      

* staff comments or changes to disclosure in response to staff                  
comments do not foreclose the Commission from taking any action                 
with                                                                            
respect to the filings; and                                                     

* the company may not assert staff comments as a defense in any                 
proceeding initiated by the Commission or any person under the                  
federal securities laws of the United States.                                   

In addition, please be advised that the Division of                 
Enforcement                                                                     
has access to all information you provide to the staff of the                   
Division of Corporation Finance in our review of your filings or                
in                                                                              
response to our comments on your filings.                                       

Please understand that we may have additional comments after        
we                                                                              
review your response to our comment.  Please contact Pradip                     
Bhaumik,                                                                        
Attorney-Advisor, at (202) 551-3333 if you have any questions                   
about                                                                           
the comments or our review.  You may also contact me at (202) 551-              
3470.                                                                           

                                                          Sincerely,

                                                          Cecilia D. Blye, Chief
                                                       Office of Global Security
Risk                                                                            

cc:     Larry Spirgel                                                           
Assistant Director                              
Division of Corporation Finance                                 

Stephen Durland                                                                 
Pegasus Wireless Corp.                                                          
February 22, 2007                                                               
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		6/26/07		CORRESP,  UPLOAD
Filed on:		2/22/07		UPLOAD
		3/3/06		10KSB,  UPLOAD
		12/31/05		10KSB,  5
		7/1/05		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/03/06  Pegasus Wireless Corp.            10KSB      12/31/05    5:92K                                    Cvpospisil/FA