UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549








FORM
10-QSB





(Mark
One)




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





For the
quarterly period ended February
29, 2008





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







Commission
file number 0-4465







Pervasip
Corp.


(Exact
Name of Small Business Issuer as Specified in Its Charter)
  New York
                
                13-2511270(State
      or Other Jurisdiction of Incorporation or Organization)
                
                (I.R.S.
      Employer Identification
No.)
   75
      South Broadway, Suite 302
                  White
      Plains, New York
                
                10601(Address
      of Principal Executive Offices)
                
                (Zip
      Code)


914-682-0214
 (Issuer’s
Telephone Number, Including Area Code)







_____________________________________________________________


(Former
name, former address and former fiscal year, if changed since last
report)







Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 x   No
o





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





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution under a plan
confirmed by a court.   Yeso   No
o





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:


25,835,458 shares of Common Stock,
par value $.10 per share, as of April 1 2008.





Traditional
Small Business Disclosure Format (Check one):  Yes o   No
x





PART 1. FINANCIAL
INFORMATION





Item
1.                      Financial
Statements





Pervasip
Corp. and Subsidiaries


Condensed
Consolidated Balance Sheet









See Notes to the
Condensed Consolidated Financial Statements.






- 2
-


Pervasip
Corp. and Subsidiaries


Condensed
Consolidated Statements of Operations and Comprehensive Loss


(Unaudited)









See Notes to the
Condensed Consolidated Financial Statements.


- 3
-


Pervasip
Corp. and Subsidiaries


Condensed
Consolidated Statements of Cash Flows


(Unaudited)










See Notes to the Condensed Consolidated Financial
Statements.


- 4
-


PERVASIP
CORP.


Notes To
Condensed Consolidated Financial Statements (Unaudited)








Note 1 - Basis of
Presentation





The
accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and in accordance with the rules and regulations of the
Securities and Exchange Commission for Form 10-QSB.  Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included.  Operating results for the three-month period ended February
29, 2008 are not necessarily indicative of the results that may be expected for
the year ended November 30, 2008.  For further information, refer to
the consolidated financial statements and footnotes thereto included in our
Annual Report on Form 10-KSB for the year ended November 30, 2007.





Note 2 - Major
Customers





During
the three-month period ended February 29, 2008, one customer account for
approximately 36% of our revenues and a second customer accounted for
approximately 24% of our revenues.  No one customer accounted for more
than 10% of our revenues for the three-month period ended February 28,
2007.  At February 29, 2008, monies owed to us from three customers
accounted for 65% of our total accounts receivable balances of
$170,137.





Note 3 - Loss Per Common
Share





Basic
loss per common share is calculated by dividing net loss by the weighted average
number of common shares outstanding during the period.





Approximately
149,136,000 and 11,033,000 shares of common stock issuable upon the exercise of
our outstanding stock options or warrants were excluded from the calculation of
loss per share for the three months ended February 29, 2008 and February 28,
2007, respectively, because the effect would be anti-dilutive.





Note 4 - Risks and
Uncertainties





We have
created a proprietary Internet Protocol (“IP”) telephony network and have
transitioned from a reseller of traditional wireline telephone services into a
facilities-based broadband service provider to take advantage of the network
cost savings that are inherent in an IP network.  Although the IP
telephony business continues to grow, the Company faces strong
competition.  The Company has built its IP telephony business with
significantly less financial resources than many of its
competitors.  The survival of our business currently is dependent upon
the success of our IP operations.  Future results of operations
involve a number of risks and uncertainties.  Factors that could
affect future operating results and cash flows and cause actual results to vary
materially from historical results include, but are not limited to:





·
            Our
      ability to market our services to current and new customers and generate
      customer demand for our products and services in the geographical areas in
      which we operate;


·
            The
      cooperation of incumbent carriers and industry service partners that have
      signed agreements with us;


·
            The
      availability of additional funds to successfully pursue our business
      plan;


·
            The
      impact of changes the Federal Communications Commission or State Public
      Service Commissions may make to existing telecommunication laws and
      regulations, including laws dealing with Internet
    telephony;


·
            Our
      ability to comply with provisions of our financing
    agreements;


·
            The
      highly competitive nature of our
industry;


·
            The
      acceptance of telephone calls over the Internet by mainstream
      consumers;


·
            Our
      ability to retain key personnel;


·
            Our
      ability to maintain adequate customer care and manage our churn
      rate;


·
            Our
      ability to maintain, attract and integrate internal management, technical
      information and management information
systems;


·
            Our
      ability to manage rapid growth while maintaining adequate controls and
      procedures;


·
            The
      availability and maintenance of suitable vendor relationships, in a timely
      manner, at reasonable cost;


·
            The
      decrease in telecommunications prices to consumers;
  and


·
            General
      economic conditions.




- 5
-
  PERVASIP
CORP.
 Notes To
Condensed Consolidated Financial Statements (Unaudited)




Note 5 - Stock-Based
Compensation Plans





We issue
stock options to our employees and outside directors pursuant to
stockholder-approved and non-approved stock option programs.  In
December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
123R, “Share-Based Payment”.  SFAS 123R is a revision of SFAS 123, and
supersedes APB 25.  Among other items, SFAS 123R eliminates the use of
APB 25 and the intrinsic value method of accounting, and requires companies to
recognize in their financial statements the cost of employee services received
in exchange for awards of equity instruments, based on the grant date fair value
of those awards.  SFAS 123R permits companies to adopt its
requirements using either a “modified prospective” method, or a “modified
retrospective” method.  Under the “modified prospective” method,
compensation cost is recognized in the financial statements beginning with the
effective date, based on the requirements of SFAS 123R for all share-based
payments granted after that date, and based on the requirements of SFAS 123 for
all unvested awards granted prior to the effective date of SFAS
123R.  Under the “modified retrospective” method, the requirements are
the same as under the “modified prospective” method, but this method also
permits entities to restate financial statements of previous periods based on
proforma disclosures made in accordance with SFAS 123.  Beginning in
fiscal 2006, we account for stock-based compensation in accordance with the
provisions of SFAS 123R and have elected the “modified prospective” method and
have not restated prior financial statements.  For the three months
ended February 29, 2008 and February 28, 2007, we recorded approximately $27,000
and $45,000, respectively, in employee stock-based compensation expense, which
is included in our selling, general and administrative expenses. As of February
29, 2008, there was approximately $103,000 of unrecognized stock-compensation
expense for previously granted unvested options that will be recognized over a
three-year period.





Note 6 - Accounts Payable
and Accrued Expenses





We have
recorded other liabilities of approximately $796,000 for items with which we are
negotiating settlements in conjunction with transactions related to the sale of
former subsidiaries.  We believe we have valid disputes for many of
these liabilities and we are continuing to submit claims and present other
evidence to reduce such liabilities.  There can be no assurance that
we will be successful in our negotiations with various entities, and ultimately,
we may have to pay such amounts.





Note 7 - Defined Benefit
Plan





We
sponsor a defined benefit plan covering one active employee and a number of
former employees.  Our funding policy with respect to the defined
benefit plan is to contribute annually not less than the minimum required by
applicable law and regulation to cover the normal cost and to fund supplemental
costs, if any, from the date each supplemental cost was
incurred.  Contributions are intended to provide not only for benefits
attributable to service to date, but also for those expected in the
future.





For each
of the three-month periods ended February 29, 2008 and February 28, 2007, we
recorded pension expense of approximately $50,000 and $24,000,
respectively.  In the first fiscal quarter of 2008, we contributed
$20,000 while in the first fiscal quarter of 2007 we contributed $10,000 to our
defined benefit plan.  We expect to contribute approximately $50,000
to our defined benefit plan in fiscal 2008.  The current investment
strategy for the defined benefit plan is to invest in conservative equity
securities and sell covered calls against some of the equities to generate
additional income.  The expected long-term rate of return on plan
assets is 8%.





We also
sponsor a 401(k) profit sharing plan for the benefit of all eligible employees,
as defined.  The plan provides for the employees to make voluntary
contributions not to exceed the statutory limitation provided by the Internal
Revenue Code.  We may make discretionary
contributions.  There were no discretionary contributions made for the
three months ended February 29, 2008 or February 28, 2007.





Note 8 – Principal Financing
Arrangements





We have
completed four financings with our principal lender.  The first
financing was repaid in full in connection with the sale of two subsidiaries, as
described in Note 11, and the second and third financings were amended upon
completion of the fourth financing on September 28, 2007.  The fourth
financing, in the amount of $4,000,000, requires that we make principal payments
of $100,000 each month, beginning in October 2009, and a balloon payment when
the note is due on September 30, 2010.  The second and third
financings are also due on September 30, 2010, in the aggregate amount of
$3,394,667, and there are no principal payments due until the notes
mature.  Our lender has sent us written notice that it has waived all
defaults on the loans until December 1, 2008.  In addition, we have
requested and received assurances from our principal lender that it will
continue to provide financing to our company until December 1,
2008.  We remain dependent on our principal lender to fund our cash
needs and we have no assurances that they will continue to fund such needs after
December 1, 2008.   Interest on the fourth note is set at prime
plus 2%, subject to a minimum of 9.75% per annum and was 9.75% per annum at
February 29, 2008.  Interest on the second and third notes are set at
prime plus 2% per annum, or 8% per annum at February 29, 2008.





Note 9-Income
Taxes





At
November 30, 2007, we had net operating loss carryforwards for Federal income
tax purposes of approximately $26,000,000 expiring in the years 2008 through
2027.  There is an annual limitation of approximately $187,000 on the
utilization of approximately $2,000,000 of such net operating loss carryforwards
under the provisions of Internal Revenue Code Section 382.  We did not
provide for a tax benefit, since it is more likely than not that any such
benefit would not be realized.




- 6
-


PERVASIP
CORP.
 Notes To
Condensed Consolidated Financial Statements (Unaudited)







Note 10 – Related Party
Transactions





In
connection with its internal use software development costs, the Company paid
fees to a third-party intellectual property development firm (“Consultant”) of
$109,500 and $112,000 in the first quarter of fiscal 2008 and 2007,
respectively.  All such work performed by the Consultant is the
property of the Company.  The Company has hired individuals who were
performing work for the Company on behalf of the Consultant, and during fiscal
2007, the Company hired the owner of the Consultant.  An officer of
the Company has performed work for the Consultant, including disbursement
services, in which funds that were remitted by the Company to the Consultant
were subsequently transferred to a company controlled by the officer to
distribute such funds to appropriate vendors.  The Company officer
received fees from the Consultant of $15,000 in the first quarter of fiscal 2008
and 2007.  The funds paid to the Consultant resulted in capitalized
internal use software costs and equipment of $43,000 in the three months ended
February 29, 2008 and $51,500 in the three months ended February 28,
2007.  The remaining fees in the first quarters of fiscal 2008 and
2007 of $66,500 and $60,500, respectively, were deemed to be operating
costs.





Note 11 - Sale of
Subsidiaries





On
December 14, 2006, we entered into two separate definitive purchase agreements
to sell to Cyber Digital, Inc., a publicly-traded shell company, two wholly
owned subsidiaries that operated as competitive local exchange carriers
(“CLECs”).  The sale of the CLECs was completed in June
2007.  The operations of the CLECs are presented in our income
statement as discontinued operations.  For the three months ended
February 28, 2007, there was a loss from discontinued operations of
$66,148.  A net gain on discontinued operations that resulted from the
sale of the CLECs of approximately $1,026,000 was recorded in fiscal
2007.





CLEC
revenues amounted to approximately $1,552,000 for the three months ended
February 28, 2007.  Pre-tax profits for the CLEC operations for the
same period amounted to approximately $132,000.










- 7
-






Item
2.                      Management’s
Analysis and Discussion of Financial Condition and Results of
Operations





The
statements contained in this Report that are not historical facts are
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to our financial condition, results
of operations and business, which can be identified by the use of
forward-looking terminology, such as “estimates,” “projects,” “plans,”
“believes,” “expects,” “anticipates,” “intends,” or the negative thereof or
other variations thereon, or by discussions of strategy that involve risks and
uncertainties.  Management wishes to caution the reader of the
forward-looking statements that such statements, which are contained in this
Report, reflect our current beliefs with respect to future events and involve
known and unknown risks, uncertainties and other factors, including, but not
limited to, economic, competitive, regulatory, technological, key employee, and
general business factors affecting our operations, markets, growth, services,
products, licenses and other factors discussed in our other filings with the
Securities and Exchange Commission, and that these statements are only estimates
or predictions.  No assurances can be given regarding the achievement
of future results, as actual results may differ materially as a result of risks
facing us, and actual events may differ from the assumptions underlying the
statements that have been made regarding anticipated events.  Factors
that may cause our actual results, performance or achievements, or industry
results, to differ materially from those contemplated by such forward-looking
statements include, without limitation those factors set forth under Note 4 –
Risks and Uncertainties.





These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results to be materially different from
any future results expressed or implied by us in those
statements.  These risk factors should be considered in connection
with any subsequent written or oral forward-looking statements that we or
persons acting on our behalf may issue. All written and oral forward looking
statements made in connection with this Report that are attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements.  Given these uncertainties, we caution
investors not to unduly rely on our forward-looking statements. We do not
undertake any obligation to review or confirm analysts’ expectations or
estimates or to release publicly any revisions to any forward-looking statements
to reflect events or circumstances after the date of this Report or to reflect
the occurrence of unanticipated events.  Further, the information
about our intentions contained in this Report is a statement of our intention as
of the date of this Report and is based upon, among other things, the existing
regulatory environment, industry conditions, market conditions and prices, the
economy in general and our assumptions as of such date. We may change our
intentions, at any time and without notice, based upon any changes in such
factors, in our assumptions or otherwise.





Overview





We are a
provider of local, long distance and international voice telephone
services.  We provide these services using a proprietary Linux-based,
open-source softswitch that utilizes an Internet Protocol (“IP”) telephony
product.  IP telephony is the real-time transmission of voice
communications in the form of digitized “packets” of information over the
Internet or a private network, which is analogous to the way in which e-mail and
other data is transmitted.  We provide our digital telephone services
primarily on a wholesale basis to other service providers, such as cable
operators, Internet service providers, WiFi and fixed wireless broadband
providers, data integrators, value-added resellers, and satellite broadband
providers. Our technology enables these carriers to quickly and inexpensively
offer premiere broadband telephone services, complete with order flow management
for efficient provisioning, billing and support services and user interfaces
that are easily customized to reflect the carrier’s unique brand.





The
worldwide rollout of broadband voice services has allowed consumers and
businesses to communicate at dramatically reduced costs in comparison to
traditional telephony networks.  Traditionally, telephone service
companies have built networks based on circuit switching technology, which
creates and maintains a dedicated path for individual telephone calls until the
call is terminated.  While circuit-switched networks have provided
reliable voice communications services for more than 100 years, transmission
capacity is not efficiently utilized in a circuit-switched
system.   When a telephone call is made on a circuit-switching
technology platform, a circuit is created and remains dedicated for the entire
duration of that call, rendering the circuit unavailable for the transmission of
any other calls.  Because of the high cost and inefficiencies of a
circuit-switched network, we have never owned a circuit-switched
network.





We have
created scalable IP platform and have transitioned into a facilities-based
digital telephony service provider to take advantage of the network cost savings
that are inherent in an IP network.  Our proprietary softswitch
provides more than 20 of the Class 5 call features, voice mail and enhanced call
handling on our own Session Initiation Protocol (“SIP”) server
suite.  We control all of the features we offer to broadband voice
customers because, rather than relying on a software vendor, we write the code
for any new features that we desire to offer our customers.  In
addition, we have no software licensing fees as we only utilize open source
software through which we share ideas and concepts with other companies that
write open source code.





Our SIP
servers are part of a cluster of servers that we refer to as a server farm, in
which each server performs different network tasks, including back-up and
redundant services.  We believe the server farm structure can be
easily and cost-effectively scaled as our broadband voice business grows. In
addition, servers within our server farm can be assigned different tasks as
demand on our network dictates.  If an individual server ceases to
function, our server farm is designed in a manner that subscribers should not
have a call interrupted.  We support origination and termination using
both the G.711 and G.729 voice codecs.  Codecs are the algorithms that
enable us to carry analog voice traffic over digital lines.  There are
several codecs that vary in complexity, bandwidth required and voice
quality.  G.711 is a standard to represent 8-bit compressed pulse code
modulation samples for signals of voice frequency.  We prefer the
G.729 codec, which allows us to utilize the Internet in more cost-effective ways
and allows for the compression of more calls in limited bandwidth, which reduces
a call to approximately 8 kilobits per second.  For all of our retail
customers and our more sophisticated wholesale accounts, we use G.729 to save
cost and enhance the quality of the call.





- 8
-






Plan
of Operation





Our
objective is to build a profitable telephone company on a stable and scalable
platform with minimal network costs.  We want to be known for our high
quality of service, robust features and ability to deliver any new product to a
wholesale customer or a web store without delay.   We believe
that to achieve our objective we need to have “cradle to grave” automation of
our back-office web and billing systems.  We have written our software
for maximum automation, flexibility and changeability.





We
      know from experience in provisioning complex telecom orders that
      back-office automation is a key factor in keeping overhead costs
      low.  Technology continues to work for 24 hours a day and we
      believe that the fewer people a company has in the back office, the more
      efficiently it can run, which should drive down the cost per
      order.





Furthermore,
our strategy is to grow rapidly by leveraging the capital, customer base and
marketing strength of companies that sell broadband services.  Many of
our targeted wholesale customers and some of our existing wholesale customers
have significant financial resources to market a private-labeled digital voice
product to their existing customer base or to new customers.  We
believe our strength is our technology-based platform.  In providing
our technology on a wholesale basis, our goal is to obtain and manage 500
customers that have an average customer base of 1,000 end-users.  We
believe we will be more successful and more profitable taking this approach to
reaching 500,000 end-users than we would be if we tried to attract and manage
500,000 individual end-users by ourselves.





Three Months Ended February
29, 2008 vs. Three Months Ended February 28, 2007





Our revenue for the three-month period
ended February 29, 2008 increased by approximately $236,000, or approximately
121%, to approximately $431,000 as compared to approximately $195,000 reported
for the three-month period ended February 28, 2007.  The increase in
revenues was directly related to the increase in the number of wholesale
customers using our IP telephony service.  In the first quarter of
fiscal 2008, we had two large customers, that accounted for approximately 36%
and 24% of our revenues, and based upon the growth of a new customer during the
month of March 2008, we anticipate that we will have three significant customers
in the second quarter of fiscal 2008.  March 2008 revenues were
approximately $290,000 as compared to February 2008 revenues of approximately
$210,000.  We anticipate that our revenues will continue to grow at a
rapid pace.  We added 7 new wholesale customers in March 2008, that
did not generate revenues for us during such month, but that we anticipate will
add to revenue during the second half of the second quarter.





Our gross
loss for the three-month period ended February 29, 2008 decreased by
approximately $87,000 to approximately $22,000 from approximately $109,000
reported in the three-month period ended February 28, 2007.  During
the same fiscal periods, our gross loss percentage decreased to 5.2% from
56.1%.  The decrease in our gross loss resulted from the increase in
our revenues, which covered all of our fixed network costs for the 2008
quarter.  In addition we were able to reduce our variable costs by
purchasing more minutes and purchasing from a larger variety of suppliers in the
2008 quarter, as compared to the 2007 quarter.





Selling, general and administrative
expenses increased by approximately $34,000, or approximately 9%, to
approximately $699,000 for the three-month period ended February 29, 2008 from
approximately $665,000 reported in the same prior year fiscal
period.  Our salary cost increased by approximately $47,000 in the
first quarter of 2008 over the same period last year.





Depreciation and amortization expense
increased by approximately $26,000 for the three months ended February 29, 2008
to approximately $122,000 as compared to approximately $96,000 for the same
period in fiscal 2007.  Approximately $19,000 of the increase was for
deferred financing costs related to our financing agreements and approximately
$7,000 related to our IP platform.





Interest expense increased by
approximately $129,000 to approximately $243,000 for the three months ended
February 29, 2008 as compared to approximately $114,000 for the three months
period ended February 28, 2007.  The increase was primarily due the
reclassification of approximately $112,000 of interest expense for the
three-months ended February 28, 2007 into discontinued operations, and to
increased borrowing under the fourth note of September 28, 2007, as stated in
Note 8.





Other income of approximately $10,000
remained the same as the prior year fiscal period. The income for 2008 related
to interest income from interest bearing restricted bank account, while the
other income in 2007 related to commission income.





Warrant expense for the three months
ended February 29, 2008 amounted to approximately $2,714,000 due to the increase
in the market value of our common stock between of November 30, 2007 and
February 29, 2008, as compared to the expense of approximately $960,000 for the
same period in fiscal 2007.  Warrant expense is a non-cash item that
results from the application of mark-to-market accounting.





- 9
-






Liquidity and Capital
Resources





At February 29, 2008, we had aggregate
cash and cash equivalents of approximately $26,000 and negative working capital
of approximately $1,003,000.





Net cash
used in operating activities aggregated approximately $1,322,000 and $964,000 in
the three-month periods ended February 29, 2008 and 2007,
respectively.  The principal use of cash in fiscal 2008 was the loss
for the period of approximately $3,790,000, which was partially offset by a
non-cash mark-to-market warrant adjustment of $2,714,000.  The
principal use of cash in fiscal 2007 was the loss for the period of $2,000,000,
which was partially offset by a non-cash mark-to-market adjustment of
$960,000.





Net cash
used in investing activities in the three-month periods ended February 29, 2008
and 2007 aggregated approximately $47,000 and $52,000, respectively, resulting
primarily from expenditures related to enhancing the software that runs our IP
telephony business.





Net cash
provided by (used in) financing activities aggregated approximately $1,262,000
and ($11,000) in the three-month periods ended February 29, 2008 and 2007,
respectively. In fiscal year 2008, cash provided by financing activities
resulted from cash received from a restricted bank account that was funded in
connection with our borrowing of $4 million on September 28, 2007. In fiscal
2007, net cash used in financing activities was the repayment of long-term lease
obligations.





For the
three months ended February 29, 2008, we had approximately $47,000 in capital
expenditures primarily related to our IP telephony business.  We
expect to make equipment purchases of approximately $50,000 to $100,000 in the
second fiscal quarter of 2008.  We expect that other capital
expenditures over the next 12 months will occur in order to add an additional
point-of-presence at a cost of approximately $150,000, to support a growing
customer base of IP telephony subscribers.





We have
sustained net losses from operations during the last three years, as we have
worked to build the software and back-office systems required to provide digital
telephony services.  Our operating losses have been funded through the
sale of non-operating assets, the issuance of equity securities and
borrowings.  We have experienced significant monthly growth in
revenues in the first quarter of fiscal 2008, and additional growth in the month
of March 2008.  We continually evaluate our cash needs and growth
opportunities and we believe we will require additional equity or debt financing
in order to achieve our overall business objectives. We completed a fourth round
of funding from our lender on September 28, 2007 and borrowed $4 million to pay
past-due payables and to support our projected future negative
cash-flow.  Our lender releases cash to us from a restricted cash
account so that our lender can evaluate the individual items upon which we make
cash expenditures.  In conjunction with our lending agreement, the
release of operating cash to pay our expenditures is totally in the discretion
of our lender.  Although we are not yet profitable and we are not
generating cash from operations, our lender has committed to us that it will
continue to fund our operations until at least December 1, 2008 and will not
call our loan.





Item
3.                      Controls
and Procedures





(a) Disclosure Controls and
Procedures.   Our management, with the participation of
our chief executive officer/chief financial officer, has evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended  (the  "Exchange Act")) as of the end of the period
covered by this Report.  Based on such evaluation, our chief executive
officer/chief financial officer has concluded that, as of the end of such
period, for the reasons set forth below, our disclosure controls and procedures
were not effective.  We are presently taking the necessary steps to
improve the effectiveness of such disclosure controls and
procedures.





(b) Internal Control Over
Financial Reporting.  There have not been any changes in our
internal control over financial reporting  (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended
February 29, 2008 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.  We
have noted an inadequately-designed accounting system within our VoX
subsidiary.  We continue to address weaknesses so that our month-end
substantive procedures can be moderated.  Subsequent to the end of
fiscal 2007, we have implemented daily automated reporting, which has provided a
significant improvement to the flow of financial information.  As
reported in fiscal 2005, we also have a lack of staffing within our accounting
department, both in terms of the small number of employees performing our
financial and accounting functions and their lack of experience to account for
complex financial transactions.  This lack of staffing continued
throughout fiscal 2007 and remains at the date of this
Report.  Management believes the lack of qualified personnel, in the
aggregate, and the inadequate accounting system for VoX amounts to a material
weakness in our internal control over financial reporting. We will continue to
evaluate the employees involved, the need to engage outside consultants with
technical and accounting-related expertise to assist us in accounting for
complex financial transactions and the hiring of additional accounting staff
with complex financing experience.





We are
also evaluating our internal controls systems so that when we are required to do
so, our management will be able to report on, and our independent auditors to
attest to, our internal controls, as required by Section 404 of the
Sarbanes-Oxley Act of 2002.  We will be performing the system and
process evaluation and testing (and any necessary remediation) required in an
effort to comply with the management certification and auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act. We were not an
accelerated filer for fiscal year 2007.  As a result, the internal
controls certification requirement of Section 404 did not apply to us for the
fiscal year ended November 30, 2007, but will apply to us for the fiscal year
ending November 30, 2008.





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PART II-OTHER
INFORMATION








Item
6.        Exhibits




Exhibit


Number      Description




31.1
            Certification
      of our Chief Executive Officer and Chief Financial Officer, Paul H. Riss,
      Pursuant to 18 U.S.C. 1350 (Section 302 of the Sarbanes-Oxley Act of
      2002)





32.1
            Certification
      of our Chief Executive Officer and Chief Financial Officer, Paul H. Riss,
      Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of
      2002)






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:  April 14,
2008                                                                By:      
/s/ Paul H.
Riss


Paul H. Riss


Chief Executive Officer


(Principal Financial and Accounting
Officer)







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