SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 2)*
Pervasip Corp. (f/ka/ Elec Communications Corp.)
------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
284739109
---------
(CUSIP Number)
December 31, 2008
--------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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 ("Act") 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. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (in Liquidation)*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
*Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: PSource Structured Debt Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Calliope Capital Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
---------- ---------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Erato Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237862
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 %
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are both managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0539781
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: David Grin
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 %
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Eugene Grin
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
------------------- ---------- -------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 2,600,014 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 2,600,014 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,014 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 %
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
Item 1(a). Name of Issuer: Pervasip Corp. (f/ka/ Elec Communications Corp.)
Item 1(b). Address of Issuer's Principal Executive Offices:
75 South Broadway, Suite 302
White Plains, New York 10601
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (in Liquidation)
This Schedule 13G, as amended, is also filed on behalf of Laurus
Capital Management, LLC, a Delaware limited liability company, Calliope Capital
Corporation, a Delaware Corporation, Erato Corporation, a Delaware corporation,
PSource Structured Debt Limited, a closed-ended company incorporated with
limited liability in Guernsey, Valens Offshore SPV II, Corp., a Delaware
corporation, Valens U.S. SPV I, LLC, a Delaware limited liability company,
Valens Offshore SPV I, Ltd., a Cayman Islands company, Valens Capital
Management, LLC, a Delaware limited liability company, Eugene Grin and David
Grin. Calliope Capital Corporation and Erato Corporation are wholly owned
subsidiaries of Laurus Master Fund, Ltd. (in Liquidation). Laurus Master Fund,
Ltd. (in Liquidation) is in voluntary liquidation under the supervision of the
Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are
Chris Johnson and Russell Smith of Chris Johnson Associates Ltd. Laurus Capital
Management, LLC, acting through its controlling principals, Eugene Grin and
David Grin, provides investment management services to Laurus Master Fund,
Ltd.(In Liquidation) and its two feeder funds concerning their respective
assets, including the securities owned by Calliope Corporation and Erato
Corporation, reported in this Schedule 13G, as amended, subject to the oversight
of the JVLs and Laurus Capital Management, LLC's obligations to Laurus Master
Fund, Ltd. (In Liquidation) under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated, modified and/or
supplemented. PSource is managed by Laurus Capital Management, LLC. Valens
Offshore I, Ltd., Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC are
each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share voting and
investment power over the shares owned by PSource Structured Debt Limited,
Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd. and Valens Offshore SPV II,
Corp. reported in this Schedule 13G, as amended. Information related to each of
Laurus Capital Management, LLC, Calliope Capital Corporation, Erato Corporation,
Valens Offshore SPV II, Corp., PSource Structured Debt Limited, Valens U.S. SPV
I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC, Eugene Grin
and David Grin is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
c/o Laurus Capital Management, LLC, 335
Madison Avenue, 10th Floor, New York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")
Item 2(e). CUSIP Number: 284739109
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 2,600,014 shares of Common Stock
(b) Percent of Class: 9.99%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of
Common Stock.*
(ii) shared power to vote or to direct the vote: 2,600,014
shares of Common Stock. *
(iii) sole power to dispose or to direct the disposition of: 0
shares of Common Stock. *
(iv) shared power to dispose or to direct the disposition of:
2,600,014 shares of Common Stock. *
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below, I certify 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.
-----------------------------------
* Based on 26,026,172 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of October 7, 2008, as disclosed in the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended August
31, 2008. As of December 31, 2008, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corporation ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,513,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments and (xi) 480,952 Shares. The February 2005
Warrant and the Earlier Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 4.99% of the
Shares then issued and outstanding (the "4.99% Issuance Limitation"). The Later
Warrants contain an issuance limitation prohibiting the Investors from
exercising those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 9.99% of the Shares then
issued and outstanding (the "9.99% Issuance Limitation"). The 4.99% Issuance
Limitation in the February 2005 Warrant may be revoked upon 75 days prior notice
and is automatically null and void following upon an Event of Default (as
defined in and pursuant to the terms of the applicable instrument). The 4.99%
Issuance Limitation in the Earlier Warrants shall automatically become null and
void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). Calliope
and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in voluntary liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin, provides investment management services
to the Fund and its two feeder funds concerning their respective assets,
including the securities owned by Calliope and Erato reported in this Schedule
13G, as amended, subject to the oversight of the JVLs and Laurus Capital
Management, LLC's obligations to the Fund under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007 (as amended, restated,
modified and/or supplemented from time to time). PSource is managed by Laurus
Capital Management, LLC. Valens Offshore I, Valens Offshore II and Valens U.S.
are each managed by Valens Capital Management, LLC. Eugene Grin and David Grin,
through other entities, are the controlling principals of Laurus Capital
Management, LLC and Valens Capital Management, LLC and share sole voting and
investment power over the securities owned by PSource, Valens Offshore I and
Valens Offshore II reported in this Schedule 13G, as amended.
CUSIP No. 284739109
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.
February 11, 2009
----------------
Date
Laurus Master Fund, Ltd. (in Liquidation)
By: Laurus Capital Management, LLC,
individually and as investment manager
/s/ Eugene Grin
----------------------------------------
Eugene Grin
Authorized Signatory
February 11, 2009
CUSIP No. 284739109
APPENDIX A
A. Name: Laurus Capital Management, LLC,
a Delaware limited liability company
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Calliope Capital Corporation,
a Delaware corporation
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: PSource Structured Debt Limited,
a closed-ended company incorporated with limited
liability in Guernsey
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Guernsey
D. Name: Erato Corporation,a Delaware corporation
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
E. Name: Valens Offshore SPV II, Corp., a Delaware corporation
c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
F. Name: Valens U.S. SPV I, LLC,
a Delaware limited liability company
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
G. Name: Valens Offshore SPV I, Ltd., a Cayman Islands company
c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Cayman Islands
H. Name: Valens Capital Management, LLC,
a Delaware limited liability company
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
I. Name: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: Israel
J. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
CUSIP No. 284739109
Each of Laurus Capital Management, LLC, PSource Structured Debt Limited,
Calliope Capital Corporation, Erato Corporation, Valens Offshore SPV I, Ltd.,
Valens Offshore SPV II, Corp., Valens Capital Management, LLC, David Grin and
Eugene Grin hereby agree, by their execution below, that the Schedule 13G to
which this Appendix A is attached is filed on behalf of each of them,
respectively.
PSource Structured Debt Limited
Calliope Capital Corporation
Erato Corporation
By Laurus Capital Management, LLC,
individually and as investment manager
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Authorized Signatory
February 11, 2009
Valens U.S. SPV I, LLC
Valens Offshore SPV II, Corp.
By Valens Capital Management, LLC
individually and as investment manager
/s/ David Grin
-----------------------------------------
David Grin
Authorized Signatory
February 11, 2009
/s/ David Grin
-----------------------------------------
David Grin
February 11, 2009
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
February 11, 2009