SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LAZARUS INVESTMENT PARTNERS LLLP (Last) (First) (Middle) 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 (Street) DENVER CO 80209 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PSI CORP [ PSCP.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/12/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/12/2011		J(1)		266,667	A	$0.1	27,960,424	D
Common Stock	10/12/2011		C		5,714,286	A	$0.035	33,674,710	D
Common Stock	10/12/2011		J(2)		75,556	A	$0.1	33,750,266	D
Common Stock	10/31/2011		P		295,000	A	$0.04	34,045,266	D
Common Stock	11/01/2011		J(3)		2,318,194	D	$0	31,727,072	D
Common Stock	11/01/2011		P		10,000	A	$0.04	31,737,072	D
Common Stock	11/02/2011		P		15,000	A	$0.04	31,752,072	D
Common Stock	11/03/2011		P		30,000	A	$0.04	31,782,072	D
Common Stock	11/04/2011		P		10,000	A	$0.04	31,792,072	D
Common Stock	11/08/2011		P		5,000	A	$0.03	31,797,072	D
Common Stock	11/15/2011		P		1,000	A	$0.03	31,798,072	D
Common Stock	11/17/2011		P		1,000	A	$0.03	31,799,072	D
Common Stock	11/30/2011		P		302,000	A	$0.03	32,101,072	D
Common Stock	12/05/2011		P		100,000	A	$0.03	32,201,072	D
Common Stock	12/09/2011		P		100,000	A	$0.03	32,301,072	D
Common Stock	12/13/2011		P		21,000	A	$0.03	32,322,072	D
Common Stock	12/19/2011		P		110,000	A	$0.0217	32,432,072	D
Common Stock	12/20/2011		P		1,000	A	$0.0234	32,433,072	D
Common Stock	12/21/2011		P		1,000	A	$0.0233	32,434,072	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10% Convertible Note	$0.035	10/12/2011		C			$200,000	01/05/2010	01/05/2011(4)	Common Stock	5,714,286	$0	0	D
Cumulative Convertible Senior Note(5)	(5)	10/24/2011		P		$100,000		10/24/2011	10/24/2012	Preferred	(5)	$100,000	$100,000	D
Common Stock Warrants	$0.04	10/24/2011		P		5,000,000		10/24/2011	10/24/2016	Common Stock	5,000,000	(5)	5,000,000	D

1. Name and Address of Reporting Person* LAZARUS INVESTMENT PARTNERS LLLP (Last) (First) (Middle) 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 (Street) DENVER CO 80209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BORUS JUSTIN B (Last) (First) (Middle) 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 (Street) DENVER CO 80209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lazarus Management Co LLC (Last) (First) (Middle) 3200 CHERRY CREEK SOUTH DRIVE SUITE 670 (Street) DENVER CO 80209 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares issued by issuer in exchange for accrued interest under a Convertible Note issued at a valuation of $0.10 a share. Certificate is dated April 28, 2011.

2. Shares issued by issuer in exchange for accrued interest under a Convertible Note issued at a valuation of $0.10 a share.

3. Shares distributed to former investors in Lazarus Investment Partners LLLP.

4. Issuer extended expiration date since Convertible Note was not paid when due.

5. Pursuant to a Note and Warrant Purchase Agreement, Lazarus Investment Parnters LLLP purchased the Cumulative Convertible Senior Note and Common Stock Warrants for a total purchase price of $100,000, which was not allocated separately between the Note and Warrants. The Note is only convertible with the consent of the holders of majority of the outstanding principal amount of the Note and all other Notes issued in the Offering and is convertible into the Issuer's Series A Preferred Stock at a conversion price of $25,000 per share of Series A Preferred Stock. The Note is also automatically converted upon conversion of all of the Issuer's convertible debt. The Series A Preferred Stock is convertible into Common Stock at the rate of 1,250,000 shares of Common Stock for each share of Series A Preferred Stock. The conversion rates and exercise price are subject to certain adjustments and the Warrants can also be exercised on a net-exercise basis.

Remarks:

The reported securities are owned directly by Lazarus Investment Partners LLLP, and indirectly by Lazarus Management Company LLC, as investment adviser and general partner of Lazarus Investment Partners LLLP, and Justin B. Borus, as managing member of Lazarus Management Company LLC. Lazarus Management Company LLC and Justin B. Borus disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

	/s/ Justin B. Borus, individually, and as managing member of Lazarus Management Company LLC for itself and as general partner of Lazarus Investment Partners LLLP	12/22/2011
	** Signature of Reporting Person	Date
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