Friday, July 08, 2011 11:47:44 AM
13ga/2/11:
*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.
*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.
