8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2010

PSI CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	0-20317	88-0270266
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7222 Commerce Center Drive, Suite 230, Colorado Springs, Colorado

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (719) 359-5533

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) On June 30, 2010, David Foni announced his resignation from the Board of Directors of PSI Corporation (“the Company”). Mr. Foni did not hold any positions on any committee of the Board of Directors at the time of his resignation. A copy of the resignation letter is attached hereto as Exhibit 99.1.

(b) On June 30, 2010, Mr. Foni announced his resignation as the Chief Executive Officer of the Company. A copy of the resignation letter is attached hereto as Exhibit 99.1.

(c) The Company has appointed Eric Kash to replace Mr. Foni as the interim Chief Executive Officer of the Company. Mr. Kash currently serves as both a director and Chief Financial Officer of the Company. Mr. Kash has served as the Chief Financial Officer of PSI since November 10, 2009 and prior to that worked an investment banker with Basic Investors. As of the date of this filing, the Company has not entered into any understanding or agreement with respect to Mr. Kash’s role as interim Chief Executive Officer.

(d) On July 1, 2010, the Company appointed Herbert B. Soroca as a new member of the Board of Directors. As of the date of this filing, Mr. Soroca has neither been appointed nor is expected to be appointed to any committees of the Board of Directors. Mr. Soroca is the Founder and President of North Cove Capital Advisors in Stamford, Conn., which provides advice to emerging growth companies in the areas of finance, management and strategy. A Wall Street veteran, he has overseen public offerings, PIPEs, and private debt and equity placement. He earned his AB from Columbia College and his JD from the Columbia University School of Law. As of the date of this filing, the Company has not entered into any understanding or agreement with Mr. Soroca regarding his appointment as a director of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Resignation Letter of David Foni dated June 30, 2010.
99.2	Press Release dated July 7, 2010.

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.

	PSI CORPORATION
Date: July 7, 2010	By:	/s/ Eric Kash
		Eric Kash
		Chief Financial Officer

EX-99.1

DAVID FONI
266 ARCH ROAD
ENGLEWOOD, NJ 0763J

June 30, 2010

Mr. Eric Kash

Chief Financial Officer
PSI Corporation

7222 Commerce Center Drive

Suite 210

Colorado Springs, CO 80919

Dear Mr. Kash:

Please be advised that I hereby tender my resignation as Director and Chief Executive Officer of PSI Corporation, effective immediately.

This letter is written pursuant to the executed Employment Agreement with PSI Corporation, wherein I retain all rights and interests to all accrued, unpaid funds and shares, as well as other earned compensation due and owing to me by PSI Corporation prior to the date of this letter.

Please be advised accordingly.

 

cc. Jeff Quick

EX-99.2

 

PSI CORP. ANNOUNCES MANAGEMENT CHANGES

COLORADO SPRINGS, Colo., July 7, 2010 (GLOBE NEWSWIRE) -- PSI Corp. (Pink Sheets: PSCP:PK News), operating as Pantel Systems, Inc., today announced important management changes.

Eric L. Kash, the CFO of the Company, has been additionally named acting CEO and acting Chairman, pending final approval at the next meeting of the Board. David Foni resigned as a member of the Board of Directors and as CEO of the Company on June 30, 2010 in order to pursue new business opportunities. The Board thanks him for his service and wishes him success in his future endeavors.

In addition, the Company welcomes Herbert B. Soroca as a new Board member. Mr. Soroca is the Founder and President of North Cove Capital Advisors in Stamford, Conn., which provides advice to emerging growth companies in the areas of finance, management and strategy. A Wall Street veteran, he has overseen public offerings, PIPEs, and private debt and equity placement. He earned his AB from Columbia College and his JD from the Columbia University School of Law.

PSI Corp. will file a Form 8K regarding these management changes as soon as possible.

About PSI Corp

PSI Corp. (PSI) (PSCP.PK), operating as Pantel Systems, Inc., provides innovative interactive customer communications systems and applications. The Company has three patents pending for its multi-function coupon kiosks. For additional information, please visit www.pantelsystems.com. www.psicoupons.com

Forward-Looking Statements Disclosure

This press release may contain "forward-looking statements" within the meaning of the federal securities laws. In this context, forward-looking statements may address the Company's expected future business and financial performance, and often contain words such as "anticipates," "believes," "estimates," "expects," "hopes," "intends," "plans," "seeks," "will," and other terms with similar meaning, including, but not limited to, statements regarding the entry into new vertical markets and new geographical regions. These forward-looking statements by their nature address matters that are, to different degrees, uncertain. Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can provide no assurances that these assumptions will prove to be correct. In connection with the "safe harbor" provisions of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, important factors that, among others, could cause or result in actual results and experience to differ materially from the Company's anticipated results, projections, or other expectations are disclosed in the Company's filings with the Securities and Exchange Commission. All forward-looking statements in this press release are

expressly qualified by such cautionary statements, risks, and uncertainties, and by reference to the underlying assumptions.

Contact:

Stanley Wunderlich, CEO

Consulting for Strategic Growth 1

Tel: 1-800-625-2236 ext. 7770

Fax: 1-646-514-1177

Email: info@cfsg1.comwww.cfsg1.com