Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Heller Joseph Wendell III
2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2011
3. Issuer Name and Ticker or Trading Symbol
PSI CORP [PSCP]
(Last)
(First)
(Middle)
C/O NEXTLEVEL GROUP, LLC, 6800 JERICHO TURNPIKE, SUITE 120W
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SYOSSET, NY 11791
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (3)(4)   (3)(4) Common Stock 50,000,000 $ 0.02 I See Footnote (1) (2)
Common Stock Warrants   (3)(4)   (3)(4) Common Stock 50,000,000 $ 0.04 I See Footnote (1) (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Heller Joseph Wendell III
C/O NEXTLEVEL GROUP, LLC
6800 JERICHO TURNPIKE, SUITE 120W
SYOSSET, NY 11791
  X   X    
NextLevel VIII, LLC
6800 JERICHO TURNPIKE SUITE 120W
SYOSSET, NY 11791
    X    
Anita Kaufman Family Partnership
6800 JERICHO TURNPIKE, SUITE 120W
SYOSSET, NY 11791
    X    
Anita Kaufman NextLevel VIII Trust F/B/O Joseph Heller
6800 JERICHO TURNPIKE, SUITE 120W
SYOSSET, NY 11791
    X    
AKFP-GP, LLC
6800 JERICHO TURNPIKE, SUITE 120W
SYOSSET, NY 11791
    X    
Kaufman Anita
6800 JERICHO TURNPIKE, SUITE 120W
SYOSSET, NY 11791
    X    

Signatures

/s/ Joseph Heller 11/09/2011
**Signature of Reporting Person Date

/s/ Anita Kaufman 11/09/2011
**Signature of Reporting Person Date

NEXTLEVEL VIIII, LLC, /s/ Joseph Heller 11/09/2011
**Signature of Reporting Person Date

ANITA KAUFMAN FAMILY PARTNERSHIP LP, /s/ Anita Kaufman 11/09/2011
**Signature of Reporting Person Date

AKFP-GP, LLC, /s/ Anita Kaufman 11/09/2011
**Signature of Reporting Person Date

ANITA KAUFMAN NEXTLEVEL VIII TRUST FBO JOSEPH HELLER, /s/ Joseph Heller 11/09/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) The Reported securities are owned by NextLevel VIII, LLC ("NextLevel"). Joseph Heller ("Mr. Heller") and Anita Kaufman ("Ms. Kaufman") serve as the managers of NextLevel and may be deemed to beneficially own the securities held by NextLevel. The Anita Kaufman Family Partnership, LP ("AKFP") and the Anita Kaufman NextLevel VIII Trust FBO Joseph Heller ("AK Trust") each own 50% of the membership interests of NextLevel and may be deemed to beneficially own the securities held by NextLevel. AKFP-GP, LLC ("AKFP-GP") is the general partner of AKFP and Ms. Kaufman by virtue of her position as the managing member of AKFP-GP may be deemed to beneficially own the securities held by AKFP-GP and NextLevel. Mr. Heller as a beneficiary under the AK Trust may be deemed to beneficially own the securities of AK Trust.
(2) The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein and this report shall not be deemed an admission that such Reporting Person is the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose
(3) On October 26, 2011, the Issuer and NextLevel entered into a Cumulative Convertible Senior Note and Warrant Purchase Agreement (the "Purchase Agreement") governing the issuance of up to $1,900,000 aggregate principal amount of Cumulative Convertible Senior Notes ("Senior Notes") and Warrants. Pursuant to the terms of the Purchase Agreement, NextLevel purchased $1,000,000 of Senior Notes and Warrants.
(4) The Senior Notes, mature on October 24, 2012 (subject to a one-year extension at the option of the holders of a majority in principal amount of the Senior Notes), are convertible into shares of the Company's Series A Preferred Stock ("Preferred Stock") at a rate of one share of Preferred Stock for each $25,000 of Senior Notes. Each share of Preferred Stock is convertible into 1,250,000 shares of the Issuer's Common Stock, subject to certain adjustments. The Warrants are exercisable until October 24, 2016 at a price of $.04 per share (subject to certain adjustments) and entitle the holder to purchase 1,250,000 shares of the Company's Common Stock for each $25,000 of principal amount of Senior Notes.

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