X0203 3/A 2010-06-14 2010-06-14 0 0001206133 COMPLIANCE SYSTEMS CORP COPI 0001493650 Brookstein Barry M. P.O. BOX 6465 CARMEL CA 93921 1 1 1 0 CFO, Secretary Series B Preferred Stock Common Stock 50000000 D Series B Preferred Stock Common Stock 75000000 I Owned by Spirits Management, Inc., a corporation of which the Reporting Person is a principal owner. Series C Preferred Stock Common Stock 476400 I Owned by the Reporting Person's minor children over whom the Reporting Person has custodial control. Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock. In the original Form 3, it was incorrectly reported that the Reporting Person directly owned 1,250,000 shares of the Series B Preferred Stock of the Issuer. This Form 3/A amends that incorrect disclosure and accurately reflects the Reporting Person's ownership of the Issuer's Series B Preferred Stock. The Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. The adjusted number of underlying shares of Common Stock, following subsequent dilutive issuances by the Issuer, currently is 50,985,000. These holdings may be subject to additional adjustment resulting from future dilutive issuances by the Issuer and/or the future termination and/or expiration of other outstanding securities of the Issuer. The original conversion ratio was 1 share of Preferred Stock for every 100 shares of Common Stock. As a result of various subsequent dilutive issuances by the Issuer, the conversion ratio as of the date of this report is 1 share of Preferred Stock for every 101.97 shares of Common Stock. This conversion ratio may be subject to further adjustment resulting from future dilutive issuance by the Issuer and/or the future termination and/or expiration of other outstanding securities of the Issuer. The adjusted number of underlying shares of Common Stock, following subsequent dilutive issuances by the Issuer, currently is 76,477,500. These holdings may be subject to additional adjustment resulting from future dilutive issuances by the Issuer and/or the future termination and/or expiration of other outstanding securities of the Issuer. Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock. In the original Form 3, it was incorrectly reported that the Reporting Person indirectly owned 476,000 shares of the Series C Preferred Stock of the Issuer. This Form 3/A amends that incorrect disclosure to reflect the accurate number of shares of Series C Preferred Stock indirectly owned by the Reporting Person. The adjusted number of underlying shares of Common Stock, following subsequent dilutive issuances by the Issuer, currently is 485,785. These holdings may be subject to additional adjustment resulting from future dilutive issuances by the Issuer and/or the future termination and/or expiration of other outstanding securities of the Issuer. Barry M. Brookstein 2010-07-14