Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RISS PAUL H
   2. Issuer Name and Ticker or Trading Symbol
PERVASIP CORP [PVSP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last)
(First)
(Middle)
75 SOUTH BROADWAY SUITE 400		 3. Date of Earliest Transaction (Month/Day/Year)
01/25/2011
(Street)

WHITE PLAINS, NY 10601		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/25/2011   A   350,000 A $ 0.1 1,176,833 D  
Common Stock               455,700 I Irrevocable Trusts

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to purchase Common Stock $ 0.1 01/25/2011   A   700,000   01/25/2011 01/25/2021 Common Stock 700,000 $ 0.1 700,000 (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RISS PAUL H
75 SOUTH BROADWAY SUITE 400
WHITE PLAINS, NY 10601		   X   X   CHIEF EXECUTIVE OFFICER  

Signatures

 /s/ Paul H. Riss   01/26/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Also directly owns warrants to purchase 56,000 shares of common stock at $2.00 per share, expiring on 9/18/2012; warrants to purchase 160,000 shares of common stock at $1.00 per share, expiring on 5/13/2020; contingent options to purchase 189,444 shares of common stock at $3.00 per share, expiring on 11/19/2012 and warrants to purchase 1,040,000 shares of common stock at $0.10 per share, expiring on 11/30/2020. Also indirectly owns warrants to purchase 290,000 shares of common stock at $0.10 per share, expiring on 10/20/2020 and warrants to purchase 560,000 shares of common stock at $0.10 per share, expiring on 11/30/2020.

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