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. 4)*
Pervasip Corp.
(f/k/a Elec Communications Corp.)
-----------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
284739109
---------
(CUSIP Number)
December 31, 2010
--------------
(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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
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
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource and Calliope, the "Investors") held 4,127 Shares.
Calliope is a wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
reported in this Schedule 13G, as amended, subject to certain oversight and
preapproval rights of the JOLs and LCM'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); all of
the foregoing subject to specific directions otherwise given by the JOLs at
their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens U.S. and Valens Offshore II
reported in this Schedule 13G, as amended. The JOLs share voting and investment
power over the securities owned by Calliope.
CUSIP No. 284739109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Erato Corp.
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: 0 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010.
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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
CUSIP No. 284739109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.
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
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
CUSIP No. 284739109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Chris Johnson
--------------------------------------------------------------------------------
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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
CUSIP No. 284739109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Russell Smith
--------------------------------------------------------------------------------
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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
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
United States and Israel
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES -------------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
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: 4,127 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 4,127 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,127 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.01 %
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
*Based on 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
CUSIP No. 284739109
Item 1(a). Name of Issuer: Pervasip Corp. (f/k/a 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 Corp., a Delaware Corporation,
PSource Structured Debt Limited, a closed-ended company incorporated with
limited liability in Guernsey, Valens Offshore SPV I, Ltd., a Cayman Islands
limited company and parent company to Valens Offshore SPV II, Corp., Valens
Offshore SPV II, Corp., a Delaware corporation, Valens U.S. SPV I, LLC, a
Delaware limited liability company, Valens Capital Management, LLC, a Delaware
limited liability company, Chris Johnson, Russell Smith, Eugene Grin and David
Grin. Calliope Capital Corporation is a wholly owned subsidiaries of Laurus
Master Fund, Ltd. (in Liquidation). Laurus Master Fund, Ltd. (in Liquidation) is
in official liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Official Liquidators are Chris Johnson and Russell Smith of
Johnson Smith Associates Ltd. The Joint Official Liquidators have discretion
over the management of Laurus Master Fund, Ltd. (in Liquidation) and the
disposition of its assets, including the securities owned by Calliope Capital
Corporation reported in this Schedule 13G, as amended. Laurus Capital
Management, LLC, acting through its controlling principals, Eugene Grin and
David Grin, provides day to day 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 Capital Corporation, reported
in this Schedule 13G, as amended, subject to the oversight and preapproval
rights of the Joint Official Liquidators and LCM'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); all of the foregoing subject to specific directions otherwise
given by the Joint Official Liquidators at their discretion. PSource Structured
Debt Limited is managed by Laurus Capital Management, LLC, subject to certain
preapproval rights of the board of directors of PSource Structured Debt Limited.
Valens Offshore SPV 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 Calliope Capital Corporation (subject
to the oversight and preapproval rights of the Joint Official Liquidators),
PSource Structured Debt Limited, Valens Offshore SPV I, Ltd., Valens U.S. SPV I,
LLC and Valens Offshore SPV II, Corp. reported in this Schedule 13G, as amended.
The Joint Official Liquidators share voting and investment power over the
securities owned by Calliope. Information related to each of Laurus Capital
Management, LLC, Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp.,
PSource Structured Debt Limited, Valens U.S. SPV I, LLC, Valens Capital
Management, LLC, Calliope Capital Corporation, Chris Johnson, Russell Smith,
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,
875 Third Avenue, 3rd Floor, New York, NY 10022
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: 4,127 shares of Common Stock
(b) Percent of Class: 0.01%
(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: 4,127 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: 4,127
shares of Common Stock. *
Item 5. Ownership of Five Percent or Less of a Class: If this statement is
being filed to report the fact that as of the date hereof the
reporting person has ceased to be the owner of more than five
percent of the class of securities, check the following: |X|
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 3,710,059 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 September 30, 2010, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2010. As of December 31, 2010, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), PSource Structured Debt Limited
("PSource") and Valens Offshore SPV I, Ltd. ("Valens Offshore I"), Valens
Offshore SPV II, Corp.("Valens Offshore II" and together with Valens U.S.,
PSource and Calliope, the "Investors") beneficially held 4,127 Shares. Calliope
is a wholly owned subsidiary of Laurus Master Fund, Ltd. (in Liquidation) (the
"Fund"). The Fund is in liquidation under the supervision of the Grand Court of
the Cayman Islands. The Joint Official Liquidators ("JOLs") are Chris Johnson
and Russell Smith of Johnson Smith Associates Ltd. The JOLs have discretion over
the management of the Fund and the disposition of its assets, including the
securities owned by the Fund and its subsidiaries reported in this Schedule 13G,
as amended. Laurus Capital Management, LLC ("LCM"), acting through its
controlling principals, Eugene Grin and David Grin, provides day to day
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by Calliope reported in
this Schedule 13G, as amended, subject to certain oversight and preapproval
rights of the JOLs and LCM'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); all of the foregoing
subject to specific directions otherwise given by the JOLs at their discretion.
PSource is managed by LCM, subject to certain preapproval rights of the board of
directors of PSource. 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 voting and
investment power over the securities owned by Calliope (subject to the oversight
and preapproval rights of the JOLs), PSource, Valens Offshore I, Valens U.S. and
Valens Offshore II reported in this Schedule 13G, as amended. The JOLs share
voting and investment power over the securities owned by Calliope.
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, 2011
----------------
Date
Laurus Master Fund, Ltd. (in Liquidation)
/s/ Russell Smith
-----------------------------------------
Russell Smith
Joint Official Liquidator (for the account
of Laurus Master Fund, Ltd. and with no
personal liability)
February 11, 2011
CUSIP No. 284739109
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware limited
liability company
Business 875 Third Avenue, 3rd Floor
Address: New York, New York 10022
Place of
Organization: Delaware
B. Name: Calliope Capital Corporation, a Delaware corporation
Business c/o Laurus Capital Management, LLC
Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of
Organization: Delaware
C. Name: Erato Corp., a Delaware
corporation
Business c/o Laurus Capital Management, LLC
Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of
Organization: Delaware
D. Name: PSource Structured Debt Limited, a closed-ended company
incorporated with limited liability in Guernsey
Business c/o Laurus Capital Management, LLC
Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of
Organization: Guernsey
E. Name: Valens Offshore SPV I, Ltd., a Cayman Islands limited company
Business c/o Valens Capital Management, LLC
Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of
Organization: Cayman Islands
F. Name: Valens Offshore SPV II, Corp., a Delaware corporation
Business c/o Valens Capital Management, LLC
Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of
Organization: Delaware
G. Name: Valens U.S. SPV I, LLC, a Delaware limited liability
company
Business c/o Valens Capital Management, LLC
Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Place of
Organization: Delaware
H. Name: Valens Capital Management, LLC, a Delaware limited
liability company
Business 875 Third Avenue, 3rd Floor
Address: New York, New York 10022
Place of
Organization: Delaware
I. Name: David Grin
Business c/o Laurus Capital Management, LLC
Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States and Israel
J. Name: Eugene Grin
Business c/o Laurus Capital Management, LLC
Address: 875 Third Avenue, 3rd Floor
New York, New York 10022
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
K. Name: Chris Johnson
Business
Address: Elizabethan Square, 80 Shedden Road,
George Town, Grand Cayman, Cayman Islands KY1-1104
Principal
Occupation: Managing Director, Johnson Smith Associates Ltd.
Citizenship: Cayman Islands
L. Name: Russell Smith
Business
Address: Elizabethan Square, 80 Shedden Road,
George Town, Grand Cayman, Cayman Islands KY1-1104
Principal
Occupation: Director, Johnson Smith Associates Ltd.
Citizenship: Cayman Islands
CUSIP No. 284739109
Each of Laurus Capital Management, LLC, PSource Structured Debt Limited,
Calliope Capital Corporation, Erato Corp., Valens Offshore SPV I, Ltd., Valens
Offshore SPV II, Corp., Valens Capital Management, LLC, Chris Johnson, Russell
Smith, 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 Corp.
By Laurus Capital Management, LLC,
individually and as investment manager
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Authorized Signatory
February 11, 2011
Valens U.S. SPV I, LLC
Valens Offshore SPV I, Ltd.
Valens Offshore SPV II, Corp.
By Valens Capital Management, LLC
individually and as investment manager
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Authorized Signatory
February 11, 2011
/s/ Chris Johnson
-----------------------------------------
Chris Johnson, on his individual behalf
February 11, 2011
/s/ Russell Smith
-----------------------------------------
Russell Smith, on his individual behalf
February 11, 2011
/s/ David Grin
-----------------------------------------
David Grin, on his individual behalf
February 11, 2011
/s/ Eugene Grin
-----------------------------------------
Eugene Grin, on his individual behalf
February 11, 2011