Pervasip Corp (PVSP)

[Arthur]

Didn't Pervasip announced they had settled the their Laurus/Valens debt problem by Net Capital "investing" in the company at $0.25 a share ?

Item 1.01 Entry into a Material Definitive Agreement.

On May 31, 2011, Pervasip Corp. (the “Company”) entered into a securities settlement agreement (the “Settlement Agreement”) with NetCapital.com LLC (“NetCapital”), in connection with the conversion of certain debt into shares of the Company’s common stock. NetCapital previously entered into an agreement with LV Administrative Services, Ltd. (”LV”), to assume several notes from the Company of approximately $12,163,000 in the aggregate principal amount (the “Notes”).
Pursuant to such earlier agreement, LV assigned and sold the Notes to NetCapital. Under the terms of the Settlement Agreement, NetCapital converted $148,522 of the Notes into 594,088 shares of the Company’s common stock, a conversion rate of $0.25 per share.

One year later, Pervasip was announcing they had solved their Laurus/Valens debt problem by selling shares at $0.02 thru JDM

Item 1.01 Entry into a Material Definitive Agreement.

On February 3, 2012, LV Administrative Services, Ltd. (“LV”), as assignor, entered into an assignment and assumption agreement (the “Assignment Agreement”) with JDM Group, LLC (“JDM”), as assignee, pursuant to which LV assigned the Notes (as hereinafter defined), and all rights owing thereunder, to JDM for a total purchase price of $1,500,000, payable over ten months beginning on February 15, 2012. The “Notes” as defined herein means those certain outstanding promissory notes previously issued by Pervasip Corp. (the “Company”) to LV, in the approximate principal aggregate amount of $13,949,000.

On February 3, 2012, the Company entered into a securities settlement agreement (the “Settlement Agreement”) with JDM, pursuant to which the Company shall pay $1,700,000 to JDM over 18 months beginning on February 3, 2012 and, upon such payment in full, the outstanding aggregate principal amount shall be satisfied in full and the Notes shall be cancelled. The Settlement Agreement provides that for every $100,000 paid by the Company, the outstanding principal amount owing under the Notes shall be reduced by $929,939.

In addition, JDM may convert the $1,700,000 due under the Settlement Agreement into shares of the Company’s common stock, par value $0.001 (the “Common Stock”), at a conversion rate equal to a 10% discount to the volume weighted average trading price of the Company’s Common Stock for the three trading days prior to such conversion. The conversion rate is subject to a minimum conversion price of $0.02.

Upon JDM making all required payments to LV under the Assignment Agreement, the interest rate on the Notes shall be reduced to zero percent per annum beginning on January 31, 2012, and LV shall not be permitted to, among other things, attempt to collect payments on the Notes from the Company, pledge the Notes to third parties, or foreclose on the Notes.

The JDM agreement failed, as soon as PVSP share price dropped under $0.02...

We made the $100,000 payment due to the Lender on March 30, 2012 on behalf of JDM, and JDM signed over to us a $930,000 debt reduction that was assigned to JDM by our Lender. JDM assigned the $100,000 payment due on April 30, 2012 to a third-party investor for a payment of $100,000, and we granted the new investor the ability to convert the debt into stock at a 37.5% discount to the market price of our common stock, as defined in the agreement. Subsequent to such assignment, JDM asked our lender for a deferral of the monthly payments and has not made the monthly payments due on May 30, 2012 and June 30, 2012. Our Lender has not responded in writing and has not taken any action or sent out any default notices. Should JDM be declared in breach of its agreement with our Lender, the interest rates on the remaining debt to our Lender will revert to the rates that were originally in effect, unless we make the remaining payments for JDM. We have continued to record no interest accrual on our remaining debt to the Lender because the Lender has not sent us written notice that JDM is in default with its agreement with the Lender. Should JDM be notified it is in default, we intend to make arrangements to continue paying the remainder of the payments due to the Lender. The remaining amount due to the Lender under the agreement with JDM is $700,000, as of July 16, 2012. There can be no assurance that either JDM or the Company will be able to make the remaining payments, of $100,000 a month for seven consecutive months, to the Lender, or that the Lender will continue to allow some of the payments to be deferred.

We incurred financing costs of approximately $261,000 for the nine-months ended August 31, 2012, as compared to $-0- for the nine-months ended August 31, 2011. The expense was related to a charge by our secured lender for additional fees added to our loan balance.

And then Pervasip announced it has SOLVED its debt problem once and for all,
By borrowing from Net Capital (again) convertible at a fixed rate of $0.02 a share.

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.

But a month later, the company revealed that the Net Capital deal had been one big fat lie:

Item 1.01. Entry into a Material Definitive Agreement.

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”).

The Amended Notes were sold to the Fund, which is an “accredited investor” (as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Act”)), in exchange for the assignment to the Company of 100% of the Fund’s right, title and interest in, to and under the Amended Note 1, the assignment to the Company of 100% of Buyer’s right, title and interest in, to and under that certain convertible debenture dated December 26, 2012, and issued by the Company to Asher Enterprises, Inc., $150,000 in cash paid to the Company, and approximately $65,000 in transaction costs.

Of course the Factor Fund deal failed too, that's why Pervasip had to refinance the remainder of the Laurus debt by borrowing from TCA Global, which failed too. Oh, and most of the Factor Fund debt is still due to other Kevin Kreisler entities.

Yes, that's how Pervasip's "settles" debt. By defaulting on it, and by having its shareholders buy dilutive shares that they issue to toxic lenders. Brilliant!