Item 1. Security and Issuer

This Schedule 13D relates to the shares of common stock, par value $0.001 per share (the “Common Stock”) of Coupon Express, Inc. a Nevada corporation (the “Issuer”).  The principal executive office and mailing address of the Issuer is 303 Fifth Avenue, Suite 206, New York, NY  10016.

Item 2. Identity and Background

 (a)

Name of Person Filing:

This statement is being filed by (i) NextLevel VIII, LLC (“NextLevel”) with respect to Common Stock that may be deemed beneficially owned by it; (ii) Anita Kaufman Family Partnership, LP (“AKFP”) with respect to Common Stock that may be deemed beneficially owned by NextLevel; (iii) Anita Kaufman NextLevel VIII Trust FBO Joseph Heller (“AK Trust”) with respect to Common Stock that may be deemed beneficially owned by NextLevel; (iv) AKFP-GP, LLC (“AKFP-GP”) with respect to Common Stock that may be deemed beneficially owned by AKFP; (v) Anita Kaufman (“Ms. Kaufman”) with respect to Common Stock that may be deemed beneficially owned by AKFP-GP and NextLevel; (vi) Joseph Heller (“Mr. Heller”) with respect to Common Stock that may be deemed beneficially owned by NextLevel, AKFP-GP and AK Trust; and (vii) Lawrence Pecoraro (“Mr. Pecoraro”) with respect to Common Stock that may be deemed beneficially owned by AK Trust.  AKFP, AKFP-GP, AK Trust, Mr. Heller, Ms. Kaufman and Mr. Pecoraro disclaim beneficial ownership of the securities covered by this statement.

(b)

Residence or business address:

The principal business address of each of NextLevel, AKFP, AK NextLevel, Ms. Kaufman, Mr. Heller and Mr. Pecoraro is:

c/o NextLevel Group, LLC., 6800 Jericho Turnpike, Suite 120W, Syosset, NY  11795.

(c)

Principal Occupation, Employment or Business:

Mr. Heller and Ms. Kaufman serve as the managers of NextLevel, which was formed for the purpose of making the investments in the Issuer.  AKFP and AK Trust each own 50% of the membership interests of NextLevel.  Ms. Kaufman serves as the managing member of AKFP-GP, which is the general partner of AKFP.  Mr. Heller and Mr. Pecoraro are Co-Trustees of the AK Trust.

(d)

Convictions or Civil Proceedings:

During the past five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the executive officers, directors, general partner or managing member of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(e)

Citizenship:

Each of NextLevel and AKFP-GP is a Delaware limited liability company.  AKFP is a Delaware limited partnership.  Mr. Heller and Ms. Kaufman are citizens of the United States.  The situs of the AK Trust is the State of New York.

Item 3. Source and Amount of Funds or Other Consideration

All of the funds used in making the purchases of the securities described in Item 5 of this Schedule 13D that may be deemed to be beneficially owned by NextLevel, AKFP, AKFP-GP, AK Trust, Mr. Heller, Ms. Kaufman and Mr. Pecoraro come from the working capital of NextLevel.

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Item 5. Interest in Securities of the Issuer

The percentages used herein are calculated based upon the 271,802,585 Common Stock issued and outstanding as of May 31, 2012, as reported on the Issuer’s Form 8-K.

(a)

Pursuant to Rule 13d-3 (“Rule 13d-3”) of the Exchange Act of 1934, as amended, NextLevel may be deemed the beneficial owner of 140,000,000 shares of Common Stock as of the date hereof, including 70,000,000 shares underlying common stock warrants (“Warrants”) and 70,000,000 shares of Common Stock issuable upon conversion of Series A Preferred Stock (“Preferred Stock”) representing approximately 34.0% of the shares of Common Stock outstanding (after giving effect to the conversion of the Preferred Stock and exercise of the Warrants).  The Warrants and Preferred Stock, together with the Common Stock issuable upon the exercise of the Warrant and conversion of the Preferred Stock, respectfully, are collectively referred to as the “Securities.”

(b)

AKFP and AK Trust may be deemed to share the power to vote and direct the disposition of the Securities held by NextLevel by virtue of their roles as members of NextLevel; AKFP-GP may be deemed to share the power to vote and direct the disposition of the Securities deemed to be held by NextLevel by virtue of its role as the general partner of AKFP; Mr. Heller and Mr. Pecoraro may be deemed to share the power to vote and direct the disposition of the Securities deemed to be held by the AK Trust by virtue of their role as Co-Trustees;  Ms. Kaufman may be deemed to share the power to vote and direct the disposition of the Securities deemed to be held by AKFP-GP in her role as its managing member and in NextLevel in her role as a manager of NextLevel.  Mr. Heller may be deemed to share the power to vote and direct the disposition of the Securities deemed to be held by NextLevel by virtue of his role as a manager of NextLevel.

NextLevel has the sole power to vote and direct the disposition of the Securities held in its name.

(c)

Except for the 2012 Purchase Agreement described in Item 6, no transactions in the Common Stock were effected by the Reporting Persons during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On October 24, 2011, the Issuer entered into a Cumulative Convertible Senior Note and Warrant Purchase Agreement (the “2011 Purchase Agreement”) governing the issuance of up to $1,900,000 aggregate principal amount of Cumulative Convertible Senior Notes (the “2011 Senior Notes”) and Warrants (the “2011Warrants”) .  Pursuant to the terms of the 2011 Purchase Agreement, NextLevel purchased $1,000,000 of 2011 Senior Notes and 2011 Warrants.  

The 2011 Senior Notes, which 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 (as defined below)), 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 2011 Senior Notes.  Upon the conversion of certain Subordinated Debt of the Company to Common Stock, or upon the consent of a majority in principal amount of the Senior Notes (as defined below), the 2011 Senior Notes will be converted into shares of Preferred Stock.  The 2011 Senior Notes are secured obligations of the Issuer and will bear interest at a rate of 7% per year.

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Item 7. Material to Be Filed as Exhibits

Exhibit 1

Schedule 13D Joint Filing Agreement dated as of June 6, 2012 among each Reporting Person.

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