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Re: StockKingArthur post# 74171

Thursday, 06/26/2014 11:32:28 PM

Thursday, June 26, 2014 11:32:28 PM

Post# of 183504
NetCapital first deal to sell Pervasip's debt to new hapless PVSP shareholders, at about $0.3 a share, floundered, was replaced by another deal that managed to float $700K of debentures before failing too.

This latest Factor Fund deal was first annnounced as being a new Net Capital financing deal:
8-K Feb 19, 2013

On February 8, 2013, LV Administrative Services, Ltd. (“LV”), as agent acting on behalf of certain holders of debt (the “Holders”), entered into an assignment and assumption agreement (the “Assignment Agreement”), as assignor, with NetCapital.com LLC (“NCC”), as assignee, pursuant to which LV assigned the Notes (as hereinafter defined), and all rights owing thereunder, to NCC for a total purchase price of $350,000, payable over eight weeks beginning on February 15, 2013. The “Notes” as defined herein means those certain outstanding promissory notes previously issued by Pervasip Corp. (the “Company”) to the Holders, in the approximate principal aggregate amount of $7,044,000.
Effective February 6, 2013, the Company entered into a securities settlement agreement (the “Settlement Agreement”) with NCC, pursuant to which the Company shall pay $450,000 to NCC and, upon such payment in full, the outstanding aggregate principal amount shall be satisfied in full and the Notes shall be cancelled. Alternatively, NCC may convert the $450,000 due under the Settlement Agreement into shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a conversion price equal to $0.02 per share.



OK, so in February, Pervasip announce that they would solve the last $7M of Laurus debt by borrowing $350K to NetCapital, for which they owe $450K convertible at $0.02 a share.

It was a fantastic deal for a company that was broke and with a share price that was around $0.0017 at the time.

One month later, the company revealedthat this NetCapital deal was just (another) sham, that $450K debt had been resold and refinanced to Factor Fund the same day it was signed, so Pervasip owed $2M convertible at a variable rate, and a discount, not $450K at $0.02 as they had falsely announced.

On February 8, 2013, LV Administrative Services, Ltd., as agent acting on behalf of certain holders of debt, entered into an assignment and assumption agreement (the “Assignment Agreement”), as assignor, with NetCapital.com LLC (“NCC”), as assignee, which was filed on Form 8-K with the United States Securities and Exchange Commission on February 19, 2013.

Effective February 8, 2013, NCC assigned 100% of its right, title and interest in, to and under the Assignment Agreement to 112359 Factor Fund, LLC (the “Fund”) in exchange for the Fund's agreement to satisfy the payment obligations due under the Assignment Agreement.

Effective February 15, 2013, Pervasip Corp. (the “Company”) entered into a securities purchase agreement with the Fund pursuant to which the Company issued to the Fund (i) an amended convertible debenture in the principal amount of $6,043,850, which was immediately canceled (“Amended Note 1”), (ii) an amended and restated convertible debenture with an issuance date of November 30, 2005 and an amended principal balance of $1,000,000 (“Amended Note 2”), and (iii) an amended and restated convertible debenture with an issuance date of May 31, 2006 and an amended and restated principal balance of $1,000,000 (“Amended Note 3” and together with Amended Note 1 and Amended Note 2, the “Amended Notes”).



To add insult to injury, Factor Fund converted and dumped a cool 40 million PVSP shares (obtained at a sizeable discount) the very day the deal was signed, and dumped those shares at very favorable prices, because the stock was undergoing a paid "stock promotion" during that same period of time.

That's why I've been bashing this company for years: Pervasip has been fleecing its hapless shareholders for a very long time.

On the company last dirty move was to announce, with the bad Q2, 2013 financials, that the company expected to become Cash Flow Positive within 6 months.
After that PVSP posted its Q3 results, (no progress at all), and then went dark.