UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

ý QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: August 31, 2012

 

OR

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

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

 

New York 000-04465 13-2511270
(State or other jurisdiction of incorporation or organization) Commission file number

(I.R.S. Employer

Identification No.)

 

75 South Broadway, Suite 400

White Plains, New York 10601

(Address of principal executive offices)

 

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

 

Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ý

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer   Accelerated filer   Non-accelerated filer   Smaller reporting company  ý

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

 

As of October 19, 2012, the Company had 250,406,471 shares of its common stock, par value $0.001 per share, issued and outstanding.

 
 

 

 

 

PART II – OTHER INFORMATION

 

Explanatory Note

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q for Pervasip Corp. (the "Company") for the period ended August 31, 2012 (“Form 10-Q”), as filed with the Securities and Exchange Commission on October 22, 2012, is being filed solely to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T.  Exhibit 101 to this Amendment No. 1 to Form 10-Q furnishes the following items in Extensible Business Reporting Language: (i) the Company’s condensed consolidated balance sheets as of August 31, 2012 (unaudited) and November 30, 2011; (ii) the Company’s unaudited condensed consolidated statements of operations for the three months and nine months ended August 31, 2012 and 2011; (iii) the Company’s unaudited condensed consolidated statements of cash flows for the nine months ended August 31, 2012 and 2011; and (iv) the notes to the Company’s condensed consolidated financial statements (unaudited).

 

No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101 described above.  This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.

 

 
 

 

 

Item 6. Exhibits.

 

Exhibit No.   Description
     
31.1   Certification pursuant to 18 U.S.C. 1350 (Section 302 of the Sarbanes-Oxley Act of 2002)*
     
32.1   Certification pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)*
     
101.INS    XBRL Instance Document.**
     
101.SCH   XBRL Taxonomy Extension Schema Document.**
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document.**
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document.**
     
101.LAB   XBRL Taxonomy Extension Label Linkbase Document.**
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document.**

 

*    Previously filed.
**   Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates such information by reference.

 

 
 

SIGNATURES

 

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

 

 

      PERVASIP CORP.
           
           
Date: November 15, 2012   By:  /s/ Paul H. Riss  
        Name: Paul H. Riss  
       

Title: Chief Executive Officer

(Principal Executive Officer)

(Principal Financial Officer)