0000932440-11-001234.txt : 20111221 0000932440-11-001234.hdr.sgml : 20111221 20111221111217 ACCESSION NUMBER: 0000932440-11-001234 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20111221 DATE AS OF CHANGE: 20111221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pegasi Energy Resources Corporation. CENTRAL INDEX KEY: 0001363254 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 204711443 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84059 FILM NUMBER: 111273632 BUSINESS ADDRESS: STREET 1: 218 N. BROADWAY, SUITE 204 CITY: TYLER STATE: TX ZIP: 75702 BUSINESS PHONE: (903) 595-4139 MAIL ADDRESS: STREET 1: 218 N. BROADWAY, SUITE 204 CITY: TYLER STATE: TX ZIP: 75702 FORMER COMPANY: FORMER CONFORMED NAME: MAPLE MOUNTAIN EXPLORATIONS INC. DATE OF NAME CHANGE: 20060517 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Moorin Jay CENTRAL INDEX KEY: 0001033508 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O PROQUEST INVESTMENTS, L.P STREET 2: 90 NASSAU STREET, 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 FORMER COMPANY: FORMER CONFORMED NAME: MOORIN JAY DATE OF NAME CHANGE: 19970213 SC 13G 1 sch13g_1517923.htm SCHEDULE 13G sch13g_1517923.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


 
SCHEDULE 13G
(Amendment No. __)

UNDER THE SECURITIES EXCHANGE ACT OF 19341


Pegasi Energy Resources Corporation
 (Name of Issuer)

Common Stock, $0.001 par value per share
(Title of Class of Securities)

70557V 101
 (CUSIP Number)

November 22, 2011
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
 
x Rule 13d-1(c)
 
o Rule 13d-1(d)


__________________

1   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 


CUSIP NO. 00826A109
13G
  Page 2 of 7



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Jay Moorin
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a)
o
(b)
¨
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5.
SOLE VOTING POWER
3,725,834*
6.
SHARED VOTING POWER
-0-
7.
SOLE DISPOSITIVE POWER
3,725,834*
8.
SHARED DISPOSITIVE POWER
-0-
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,725,834*
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
  
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
12.
TYPE OF REPORTING PERSON**
IN
  ** SEE INSTRUCTIONS BEFORE FILLING OUT
 
*Includes 100,000 shares underlying currently exercisable warrants and 333,334 shares owned by the 2001 Grantor Retained Annuity Trust of the Jay Moorin, of which Jay Moorin is the trustee.

 
 
 


CUSIP NO. 00826A109
13G
Page 3 of 7



Item 1(a).
Name of Issuer.

Pegasi Energy Resources Corporation (the “Company”).

Item 1(b).
Address of Issuer’s Principal Executive Offices.

The Company’s principal executive offices are located at 218 N. Broadway, Suite 204, Tyler, Texas, 75702.

Items 2(a).
Name of Person Filing.

This statement is filed on behalf of Jay Moorin (the “Reporting Person”).  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
Items 2(b).
Address of Principal Business Office or, if None, Residence.

The address of the principal business office of the Reporting Person is 90 Nassau Street, 5th Floor, Princeton, New Jersey 08542.

Items 2(c).
Citizenship.

The Reporting Person is a United States citizen.

Items 2(d).
Title of Class of Securities.

Common stock, $0.001 par value per share.

Item 2(e)
CUSIP Number.

70557V 101

Items 3.
  

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

 
(a)
o
Broker or dealer registered under Section 15 of the Act,
       
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act,
       
 
(c)
o
Insurance Company as defined in Section 3(a)(19) of the Act,
       
     
 
       

 
 
 


CUSIP NO. 00826A109
13G
Page 4 of 7




  (d) o  Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
 
(e)
o
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
       
 
(f)
o
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
       
 
(g)
o
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
       
 
(h)
o
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
 
(i)
o
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
 
(j)
o
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J)
       
 
(k)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: __________________________.

Items 4.
Ownership.

The percentages used herein are calculated based upon 48,163,109 shares outstanding as of November 22, 2011, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and its Current Report on Form 8-K filed on November 22, 2011. As of the close of business on November 22, 2011, the Reporting Person beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:
 
 
(a)
Amount beneficially owned:  3,725,834
     
 
(b)
Percent of class: 7.7%
       
 
(c)
(i)
Sole power to vote or direct the vote: 3,725,834
       
   
(ii)
Shared power to vote or direct the vote:  -0-
       
   
(iii)
Sole power to dispose or direct the disposition:  3,725,834
       
   
(iv)
Shared power to dispose or direct the disposition:  -0-
     

Items 5.
Ownership of Five Percent or Less of a Class.
 

 
 
 


CUSIP NO. 00826A109
13G
Page 5 of 7


 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.   ¨
 
Items 6.
Ownership of More than Five Percent on Behalf of Another Person.

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

Items 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Items 8.
Identification and Classification of Members of the Group.

Not Applicable.

Items 9.
Notice of Dissolution of Group.

Not Applicable.

Items 10.
Certifications.

The Reporting Person hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
 
 


CUSIP NO. 00826A109
13G
Page 6 of 7



SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
DATED:  December 21, 2011



     
*
     
Jay Moorin, individually


       
 
*
By: 
  /s/ Pasquale DeAngelis      
   
Pasquale DeAngelis, Attorney-in-Fact
      


 
 
 


CUSIP NO. 00826A109
13G
Page 7 of 7



 
EXHIBIT INDEX
 
Exhibit Number
Exhibit Description
24.1
Power of Attorney


 
 
 

EX-24.1 2 ex24-1_1517996.htm POWER OF ATTORNEY ex24-1_1517996.htm
EXHIBIT 24.1
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints, as of the date hereof, Pasquale DeAngelis, his or her true and lawful attorney-in-fact with full power of substitution, resubstitution and revocation, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, including, but not limited to, the undersigned's individual capacity, to execute all agreements, certificates, forms, instruments, or other documents, and to take any action, necessary to file beneficial ownership reports on Schedules 13D and 13G and Forms 3, 4 and 5 (including any amendments thereto, and including any beneficial ownership reports which may in the future be required by the Securities and Exchange Commission to be filed provided that the purpose and form of such reports is substantially similar to Schedules 13D or 13G or Form 3, 4 or 5) under the Securities Exchange Act of 1934 with the Securities and Exchange Commission or any stock exchange or similar authority, in connection with any equity investments in Pegasi Energy Resources Corporation (the “Company”) by the undersigned in his individual capacity.

In connection with the appointment of such attorney-in-fact, each of the undersigned hereby grants unto said attorney-in-fact full power and authority to do and perform each and every act and thing which, in the opinion of such attorney-in-fact, may be requisite, necessary, proper or of benefit to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, thereby ratifying and confirming all that said attorney-in-fact (or attorney-in-fact's substitute or substitutes), may lawfully do or cause to be done by virtue hereof, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his own discretion. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.



Dated:  December 21, 2011
      
       /s/ Jay Moorin
     
Jay Moorin