UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 21, 2012

PERVASIP CORP.
(Exact name of registrant as specified in its charter)

New York
 
000-04465
 
13-2511270
(State or other
jurisdiction of incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

75 South Broadway, Suite 400
White Plains, NY 10601
 (Address of principal executive offices)

(914) 620-1500
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 
 
Item 3.02 Unregistered Sales of Equity Securities.
 
On April 24, 2012 through May 21, 2012, Pervasip Corp. issued 8,650,437 shares of its common stock to retire debt in the aggregate amount of $125,707.  As of the date hereof, the total outstanding amount of common shares is 157,069,150.
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
PERVASIP CORP.
           
           
Date: May 25, 2012
 
By:
/s/ Paul H. Riss
 
       
Name: Paul H. Riss
 
       
Title: Chief Executive Officer
 

 
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