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mandapiska2000
24.05.2018

Content:

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    Early application is not permitted. We have not yet determined the impact, if any, which of the provisions of ASU may have on our financial statements. Warrant transactions for the years ended October 31, and are as follows: Weighted Average Exercise Price. In August , we entered into exchange agreements with the holders of , of the Bridge Notes, wherein the notes were to be converted into 3,, shares of our common stock.

    We expect these notes to be converted into common stock shares during the first or second quarter of the fiscal year ending October 31, On July 2, , the Bridge Note was amended to extend the due date to December 1, The notes are convertible by the holder at any time at a conversion price equal to the per share price of a new issuance.

    During the fiscal year ended October 31, , we issued 3,, common stock shares in connection with the Bridge Note amendments. These notes were not paid by October 31, Through October 31, , we issued 13,, shares of common stock in payment of accrued interest and principal. No expense was recorded for these warrants as the additional cost was not material.

    The notes were not paid by the due date; however, the note holders waived the default. For all of the debt financing describe above, we have the option to either pay the interest due in cash or in shares of our common stock. In our Colorado Springs office, we currently lease office space and equipment under a non-cancellable operating lease agreement that expires in November Our New York headquarters lease is month to month.

    The Company is involved in a dispute over a services contract. The Company believes that SOS and its president did not perform under the contract, and intends to vigorously defend itself against such claim as well as file a claim for fraud against SOS and its president. The Company believes that the suit filed by SOS and its president is without merit; however, we will have to pay costs associated with arbitrating this claim.

    We have not filed federal or state tax returns for the years ended October 31, , , and We did not believe that we owed material federal or state taxes for these fiscal years as a result of our operating losses. These losses are available for future years and expire through Utilization of these losses may be severely or completely limited if we undergoes an ownership change pursuant to Internal Revenue Code Section Accrued expenses not currently deductible.

    Because of our history of operating losses, management has provided a valuation allowance equal to its net deferred tax assets. Except for this qualification, the report did not contain an adverse opinion, disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

    During the two most recent fiscal years ended October 31, and , and through the date of engagement, neither we nor anyone on our behalf consulted with Patrick Rodgers, CPA, PA regarding either:. We seek to improve and strengthen our control processes to ensure that all of our controls and procedures are adequate and effective.

    We believe that a control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the controls system are met.

    In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

    In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

    No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company will be detected. There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph d of Exchange Act Rules 13a or 15d that occurred during the last quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

    Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

    Based on this assessment, our management concluded that, as of October 31, , our internal control over financial reporting was effective. This annual report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting. The current directors and executive officers of PSI Corporation who will serve until the next annual meeting of shareholders or until their successors are elected or appointed and qualified, are set forth below:.

    Effective June 30, , Mr. Kash also serves as both a director and Chief Financial Officer of the Company. Effective July 1, , Mr. Soroca is the Chairman and sole member of the Audit Committee. Soroca is the Founder and President of North Cove Capital Advisors in Stamford, Connecticut, which provides advice to emerging growth companies in the areas of finance, management and strategy. Soroca serves as the Chairman and sole member of the Audit Committee.

    He qualifies as an audit committee financial expert as defined in Item h 2 of Regulation S-K. The board of directors has determined that, due to its current size, formation of a separate nominating committee would not be an efficient use of resources.

    The board intends to form a Nominating Committee in the future. All directors currently participate in consideration of director nominees. The board will consider suggestions from stockholders for names of possible future nominees delivered in writing and received one hundred and twenty days in advance of our Annual Meeting of Stockholders. Such recommendations should provide all information relating to such person that the stockholder desires to nominate that is required to be disclosed in solicitation of proxies pursuant to Regulation 14A under the Securities Exchange Act of , as amended.

    We have not adopted a formal process by which stockholders may communicate with the board of directors. Stockholders may contact our Chief Executive Officer at eric psicoupons. Such reporting persons are required by SEC regulations to furnish us with copies of all Section 16 a reports they file. As of January 31, , Mr.

    Kash has not filed a Form 3 reporting his appointment as an Officer of the Company and he has not filed Form 4s reflecting issuances of equity securities made by the Company to him as compensation for services. Due to size and limited resources of the Company, we have not adopted a formal Code of Ethics, however the Board closely reviews all transactions that the Company is involved in.

    The following table sets forth information concerning annual and long-term compensation provided to our Chief Executive Officer and each of our other most highly compensated executive officers who were serving as executive officers at October 31, The compensation described in this table does not include medical, group life insurance, or other benefits which are available generally to all of our salaried employees.

    Kash has served as Chief Financial Officer since November 10, He was appointed to serve as our Chief Executive Officer on June 30, The Comapny intends to pay these deferred amounts at a time when we have sufficient capital and cash flow. Based upon compensation arrangements, remuneration was deferred. Since November 10, , we have had an employment contract in place with Eric L. In consideration of his furnished services, Mr. Kash has elected to defer this salary until such time as the Company has sufficient capital and cash flow to make such payments.

    In the event of Mr. Kash, other than with respect to accrued, unpaid salary and other compensation earned prior to termination.

    In the event of a termination without cause, Mr. Option Grants to our named Executive Officers for the year ended October 31, Kash, we have agreed to grant him an option to purchase 10,, shares of our common stock, which shall vest in equal monthly installments 2,, yearly during his five-year term of engagement from November to November The option shall continue vesting upon the end of the term, unless Mr.

    We made no awards under any long-term incentive plan in the fiscal year ended October 31, We do not separately compensate employee directors for their position as director. We compensate our non-employee directors with stock options, which we believe aligns director compensation directly with our long-term performance.

    Stock options are granted to non-employee directors upon election or appointment, as the case may be, and on an annual basis. Soroca is the sole non-executive and non-employee director. He received a grant for , shares upon election for his services provided as a director. Soroca received an additional , shares as compensation for his role as head of the audit committee. Compensation Committee Interlocks and Insider Participation.

    The Board of Directors has determined that, due to its current size, formation of a separate compensation committee would not be an efficient use of resources. The following table sets forth certain information as of February 3, , as to shares of our common stock beneficially owned by: We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and.

    We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. The Amendment reflected an increase in its beneficial ownership resulting from the issuance of additional shares of common stock by us to Lazarus in connection with an amendment to a promissory note.

    Lazarus Partners reported that it was the beneficial owner of an aggregate of 28,, shares of common stock, including 5,, shares underlying common stock warrants, 5,, shares of common stock issuable upon conversion of a convertible promissory note and 17,, shares held directly.

    Lazarus Management reported that it is the investment adviser and general partner of Lazarus Partners, and consequently may be deemed to have voting control and investment discretion over securities owned by Lazarus Partners. Borus is the managing member of Lazarus Management. Lazarus Management and Mr. Borus disclaim beneficial ownership of the securities set forth in the published Schedule 13D, except to the extent of its or his pecuniary interests therein.

    These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Kash, and options to purchase an additional 1,, shares of common stock, which options were exercisable within 60 days of February 3, As of February 3, , there are no arrangements known to management which may result in a change in control of our Company. During the fiscal year ended October 31, , the individuals named in the table above served as members of our Board of Directors.

    For the fiscal years ended on October 31, and , there were no fees billed for assurance and related services by the independent auditor that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9 e 1 of Schedule 14A.

    For the fiscal years ended on October 31, and , there were no fees billed in the last year for professional services rendered by the independent auditor for tax compliance, tax advice and tax planning. For the fiscal years ended on October 31, and , there were no fees billed in the last fiscal year for products or services provided by the independent auditor other than the services reported in the three preceding paragraphs. The Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

    All of the services provided during fiscal year were pre-approved. During the approval process, the Audit Committee considered the impact of the types of services and the related fees on the independence of the independent registered public accounting firm. Throughout the year, the Audit Committee will review any revisions to the estimates of audit fees initially estimated for the engagement.

    Amended and Restated Bylaws of Registrant Exhibit 3. Specimen Common Stock Certificate Exhibit 4. Certification of Officers pursuant to 18 U.

    Section , as adopted pursuant to Section of the Sarbanes-Oxley Act of Pursuant to the requirements of the Securities Exchange Act of , this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Accounts receivable net of allowance for doubtful accounts. Furniture and equipment, net. Accounts payable and accrued expenses. Accrued Interest payable PIK. Gain loss on disposal of fixed assets.

    Basic and diluted weighted average shares. Basic and diluted loss per share. Balance, October 31, Issuance of warrants in connection with financing.

    Conversion of notes payable. Issuance of shares for consulting services. Issuance of shares for interest. Sale of common stock. Reversal of shares never issued. Issuance of penalty and anti-dilution shares. Cash flows from operations. Adjustment to reconcile net loss to net cash: Allowance for doubtful accounts. Amortization of debt financing Costs. Amortization of debt Discounts.

    Loss gain on disposal of fixed assets. Shares issued for consulting fees. Changes in operating assets and liabilities: Net cash provided by used for operating activities. Cash flows from investing activities. Purchase of property and equipment. Proceeds from sale of assets. Net cash provided by used for investing activities. Cash flows from financing activities. Proceeds from issuance of debt.

    Proceeds from sale of common stock. Net cash provided by used for financing activities. Net increase decrease in cash. Cash, beginning of period. Cash, end of period. Supplemental disclosure of cash flow information and noncash investing and financing activities: Cash paid during the year for: State or other jurisdiction of incorporation or organization.

    Consolidated Balance Sheets as of October 31, and Outstanding, November 1, Outstanding, Octobers 31, Outstanding, October 31, Exercisable warrants, October 31, Net operating loss carryforward. Net deferred income tax asset. Director and Chairman of Audit Committee. Name and Principal Position a. Year October 31, b. David Foni, former Chief Executive Officer 1.

    Name of the Executive Officer a. Number of Securities Underlying Option Granted b. Expiration Date of the Option e. Name and address of beneficial owner. Amount and nature of beneficial ownership. Amount of beneficial ownership. We can provide no assurance that we will be able to retain our current personnel, or that we will be able to attract, assimilate or retain other highly qualified technical and managerial personnel in the future. The inability to attract, hire or retain the necessary technical and managerial personnel could have a material adverse effect upon our business, financial position, results of operations, and cash flows.

    If our products and services do not gain market acceptance, our business will suffer because we might not be able to fund future operations. A number of factors may affect the market acceptance of our products or any other products we develop or acquire, including, among others: If our products do not gain market acceptance, we may not be able to fund future operations, including developing, testing and obtaining regulatory approval for new product candidates and expanding our sales and marketing efforts for our approved products, which would cause our business to suffer.

    We are highly dependent on a limited number of clients, the loss of one or more of which could have a material adverse effect on our business, operating results and financial condition.

    We currently sell systems and services to a limited market. We can provide no assurance that the loss of one or more of these retailers will not have a material adverse effect on our business, financial position, results of operations, and cash flows.

    We depend on our installed client base for revenues from services. If existing retailers fail to renew their agreements, our revenues could decrease. We may have difficulty implementing our products, which could consequently damage our reputation and our ability to generate new business.

    Implementation of our software products can be a lengthy process, and commitment of resources by our clients is subject to a number of significant risks over which we have little or no control. Delays in the implementations of any of our products, whether by our business partners or us, may result in client dissatisfaction, disputes with customers, or damage to our reputation.

    Significant problems implementing our software can cause delays or can damage our ability to generate new business. Errors or defects in our products could diminish demand for our products, injure our reputation and reduce our operating results. Our products are complex and may contain errors that could be detected at any point during the life of the product. Errors may be found in new products or releases after shipment.

    Such errors could result in diminished demand for our products, delays in market acceptance and sales, diversion of development resources, injury to our reputation or increased service and warranty costs. If any of these were to occur, our operating results could be adversely affected.

    The market for retail information systems is intensely competitive. We believe that the principal competitive factors are product quality, reliability, performance and price, vendor and product reputation, financial stability, features and functions, ease of use, and quality of support. In addition, we believe that new market entrants may attempt to develop fully integrated systems targeting the retail industry.

    Many of our existing competitors, as well as a number of potential new competitors, have significantly greater financial, technical and marketing resources than we have. We can provide no assurance that we will be able to compete successfully against our current or future competitors or that competition will not have a material adverse effect on our business, operating results and financial condition. Additionally, we compete with a variety of hardware and software vendors.

    Some of our competitors may have advantages over us due to their significant worldwide presence, longer operating and product development history, and substantially greater financial, technical and marketing resources. Any such changes would likely reduce our margins. We are currently involved in litigation, which could be time-consuming and costly to defend, and could also have a negative outcome for our business.

    The Company is involved in a dispute over a services contract. The Company believes that SOS and its president did not perform under the contract, and intends to vigorously defend itself against such claim as well as file a claim for fraud against SOS and its president. The Company believes that the suit filed by SOS and its president is without merit; however, we will have to pay costs associated with arbitrating this claim. Competitive pressures could seriously harm our business, financial condition and results of operations.

    Our product faces competition from a variety of a variety of other in-store systems, including Coinstar, Inc. Our retailers may choose to replace our coupon kiosks with competitor machines or may decide that floor space could be used for other purposes and not carry coupon kiosks at all. We may be unable to attract new retailers and penetrate new markets and distribution channels. In order to increase our coupon kiosk installations, we need to attract new retailers.

    We may be unable to attract new retailers or drive down costs relating to the manufacture, installation or servicing of the kiosks to levels that would enable us to operate profitably in lower density markets or penetrate new distribution channels. If we are unable to do so, our future operating results could be adversely affected.

    Because our business relies on consumers visiting retailers to purchase products, we are dependent on people visiting retailers frequently. If consumers are not visiting the retailer, then our business would be negatively impacted.

    Our ability to obtain additional funding in the future, if and as needed, through equity issuances or loans, or otherwise meet our current obligations to third parties could be adversely affected if the economic environment continues to be difficult. In addition, the ability of third parties to honor their obligations to us could be affected. The protection of our intellectual property may be uncertain, and we may face possible claims of others.

    Although we have filed patent applications with respect to certain aspects of our technology, we generally do not rely on patent production with respect to our products and technologies. Instead, we rely primarily on a combination of trade secrets and copyright law, employee and third-party non-disclosure agreements and other protective measures to protect intellectual property rights pertaining to our products and technologies. Such measures may not provide meaningful protection of our trade secrets, know-how or other intellectual property in the event of any unauthorized use, misappropriation or disclosure.

    Others may independently develop similar technologies or duplicate our technologies. In addition, to the extent that we apply for any patents, such applications may not result in issued patents or, if issued, such patents may not be valid or of value.

    Third parties could, in the future, assert infringement or misappropriation claims against us with respect to our current or future products and technologies, or we may need to asset claims of infringement against third parties. The costs of prosecuting or defending an intellectual property claim could be substantial and could adversely affect our business, even if we are ultimately successful in prosecuting or defending any such claims.

    If our products or technologies are found to infringe the rights of a third party, we could be required to pay significant damages or license fees or cease production, any of which could have a material adverse effect on our business. We may not be able to access credit. We face the risk that we may not be able to access credit, either from lenders or suppliers, or have facilities reduced or terminated. Recent global economic trends could adversely affect our business, liquidity and financial results.

    We may not be able to maintain effective internal controls. If we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section Our stockholders may experience substantial dilution in the value of their investment if we issue additional shares of our capital stock or other securities convertible into common stock.

    We have authorized ,, shares of Common Stock. As of October 31, , there were ,, shares of Common Stock issued and outstanding. We have also issued securities that are convertible into our Common Stock, including Series A Preferred Stock, convertible notes and warrants.

    New issues of stock or conversion or exercise of our derivative securities into common stock will dilute the ownership of current investors and the value of your investment may decrease. In August , the Senior Notes were converted into In December , we issued an additional 9. Upon liquidation, and upon an acquisition of the Company, the holders of Preferred Stock are entitled to a liquidation preference equal to the greater of i the amount invested plus all accrued and unpaid dividends, or ii the amount the holders of Preferred Stock would receive had they converted the Preferred Stock to Common Stock immediately prior to such event.

    The Derivative Securities contain certain anti-dilution provisions, which provide for adjustment of the conversion price, exercise price or number of shares issuable, upon the occurrence of certain events. The Company, obtained from most of the holders of the unexpired Derivative Securities, a waiver, except in the case of any capital reorganization, split, combination or subdivision or reclassification, of any anti-dilution adjustments, it may have with respect to the Derivative Securities.

    Notwithstanding its objection, NextLevel exercised their right of first refusal to purchase an additional 4. NextLevel, also filed an amended Schedule 13D on November 21, The amended Schedule 13D, states, amongst other items, the following: In particular [NextLevel] [is] concerned that management is unable to lead the [Company] responsibly and to properly manage its operations and administer its financial resources.

    As a result, [NextLevel] may utilize [its] voting and other rights to change or influence control of, and to influence the corporate affairs of, the [Company]. NextLevel has advised the [Company] that it breached its obligations under the Certificate of Designations by materially deviating from its agreed to budget; specifically, making certain non-budgeted capital expenditures without its consent.

    Next Level has also advised the [Company] that it has breached certain provisions with respect to the Operations Committee Charter. NextLevel may bring legal claims against the [Company], certain members of the Board and officers in connection with actions or admissions by such persons. NextLevel intends to continue to evaluate the business and business prospects of the [Company] and its present and future interest in, and intentions with respect to, the [Company], and in connection therewith may from time to time consult with other stockholders of the [Company], NextLevel also intends to discuss the business and policies of the [Company] with management and the Board on an ongoing basis, and [NextLevel] [reserves] the right to change their intentions with respect to any of the matters described in this filing.

    The market for our common stock is volatile, and there is no assurance a strong market will develop. Our common stock CPXP.

    PK is thinly traded and has experienced volatility in its daily stock price. We believe this volatility will continue until we have consistent business operations and are properly funded. The equity markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of equity securities. The market price of our common stock could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition and could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock.

    We cannot predict the potential impact of these periods of volatility on the price of our common stock. The Company cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future. In December , this shared office was closed and the activities were moved and consolidated to the South Carolina office. We believe that our properties will be adequate to meet our needs for the next twelve months however if we need additional space we believe we can locate such space on commercially reasonable terms.

    Our common stock is traded in the over-the-counter market under the symbol CPXP. These market quotations reflect the high and low closing prices or by prices, without retail mark-up, markdown or commissions and represent actual transactions. As of January 18, , we have approximately record holders of our Common Stock.

    We are also authorized to issue 5,, shares of Preferred Stock, of which have been designated as Series A Convertible Preferred Stock, all of which have been issued. We have not paid dividends on our common stock and do not anticipate doing so in the near future.

    As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10 f 1 of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

    There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

    We are a business services corporation headquartered in New York, New York. We aim to provide innovative interactive customer communications systems and applications that support targeted marketing programs with unique point-of-purchase POP services and information that serve shoppers and distributors while building loyalty and revenue for the our primary clients. Through our proprietary Coupon Express kiosks and services, we provide in-store customized couponing, in multiple languages, for immediate impact in regional, independent retailers in the grocery and convenience store industries by enabling retailers to quickly determine ideal price-points for new products and mitigate losses from hard-to-sell items.

    Our kiosks provide consumers with information and functionality needed to redeem coupons for obtaining immediate discounts in store. Digital signage screens attached to the kiosks provide advertising opportunities for both national and local advertisers.

    The kiosks are primarily placed in supermarkets. The kiosks display promoted products on the digital screen as well as providing the ability to redeem coupons in order to purchase the products at a discounted rate. The system tracks the number of dispensed coupons and calculates the rebates that the store is due. The upper screen can be used as a tool to advertise store promotions and it has an interface allowing the local store to display and show special promotions.

    It receives its information from central servers that distributes the data to specific locations as required. The loyalty enrollment program and dispensing of loyalty cards is designed to automate the manual function provided by the store employees and allow the system to gather information on specific purchase trends.

    Our revenues for the years ended October 31, and were derived exclusively from advertising revenues. The details of the increase in net loss are discussed below. The increase in selling expenses is attributable to the installation and deployment of kiosks in the year ended October 31, Our losses from operations for the years ended October 31, and were derived from our inability to derive significant revenues while incurring material working capital costs, including costs of development and deploying our kiosks.

    Management believes that future deployments may incorporate one or both of these models. As of October 31, , we had kiosks installed, compared to 4 kiosks as of October 31, , which have generated limited revenue to.

    Our cash on hand is expected to sustain operations for the next 30 days, at which time the Company will require additional capital to support its operations.

    Liquidity and Capital Resources. This increase in cash used for investing activities is attributable to the purchase of kiosks. In the event we do not generate sufficient funds from revenues or financing through the issuance of our common stock or from debt financing, we may unable to fully implement our business plan and pay our obligations as they became due, any of which circumstances would have a material adverse effect on our business prospects. The Certificate of Designation of the Preferred Stock, provides that without the consent of the holders of a majority of the outstanding Series A Preferred Stock, the Company may not, among other things, amend its Articles of Incorporation, issue securities, make acquisitions or change senior management.

    Cash and cash equivalents. Management believes that the current level of working capital will be sufficient to allow the Company to maintain its operations for the next 30 days and is aware that additional capital must be raised to meet its financial obligations and expand the business. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

    Critical Accounting Policies and Estimates. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. Our estimates are based on assumptions we believe are reasonable under the circumstances.

    We will evaluate our estimates on an ongoing basis and make changes as experience develops or as we become aware of new information. Actual results may differ from these estimates. We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

    As a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10 f 1 of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item. See Financial Statements attached hereto. We seek to improve and strengthen our control processes to ensure that all of our controls and procedures are adequate and effective.

    We believe that a control system, no matter how well designed and operated, can only provide reasonable, not absolute, assurance that the objectives of the controls system are met.

    In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

    No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company will be detected. There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph d of Exchange Act Rules 13a or 15d that occurred during the last quarter that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

    Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

    Based on this assessment, our management concluded that, as of October 31, , our internal control over financial reporting was effective.

    This annual report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting. Identification of Directors and Executive Officers. The current directors and executive officers of Coupon Express, Inc.

    The principal occupation and business experience of each of the directors, nominees for directors and executive officers are as follows: Effective June 30, , Mr.

    Kash also serves as both a director and Chief Financial Officer of the Company. Prior to that, Mr. Kash worked as an investment banker with Basic Investors from through Effective July 1, , Mr. Soroca was appointed as a member of the Board of Directors for CE.

    Soroca is the Chairman and sole member of the Audit Committee. Soroca has been Chief Executive Officer of North Cove Capital Advisors in Stamford, Connecticut, which provides advice to emerging growth companies in the areas of finance, management and strategy.

    Alan Schor, a Director since October , has been President of CJ Consulting, an accounts payable auditing firm servicing supermarkets throughout the United States for more than the past 25 years. Schor is a supermarket industry professional specializing in the accounting, procurement, sales and marketing for the development of products to the supermarket trade and the development of new products and accounts payable procedures for the retail industry.

    Heller, a director since October , specializes in structuring and negotiation of private investments, sales, mergers and acquisitions, public offerings, strategic planning and operations of small businesses. In this capacity, Mr. From to Mr. From to , Mr. Heller was Vice President at Arbor Management, LLC, an investment management company, where he was responsible for an investment portfolio consisting of 31 direct investments in small businesses, most of which were early stage technology companies.

    His responsibilities included identifying investment opportunities, conducting due diligence, negotiating and administering investments in private equity, public securities, and managed funds. Heller was also a VP of Finance and a member of the board of directors of Extended Family Care, a publicly held home healthcare company, of which Arbor was an investor. Heller structured the sale of this company to Star Multicare Services, Inc. He also helped structure the sale of Arbor National to Bank of America.

    Prior to his tenure at Arbor, Mr. Heller was an Associate at Winstar Services, Inc. Heller currently serves as a Director on several Boards of high tech start-ups. Other Involvement in Certain Legal Proceedings. Our directors or executive officers have not been involved in any bankruptcy or criminal proceedings, nor have there been any judgments or injunctions brought against any of our directors or executive officers during the last ten years that we consider material to the evaluation of the ability and integrity of any director or executive officer.

    Committees of the Board of Directors. We have a standing Audit Committee. Soroca serves as the Chairman and sole member of the Audit Committee. He qualifies as an audit committee financial expert as defined in Item d 5 of Regulation S-k promulgated under the Exchange Act. The Compensation Committee has responsibility for overseeing all matters of our executive compensation policy, including reviewing, evaluating and approving our agreements, plans, policies and programs to compensate our corporate officers and directors.

    Schor serves as the Chairman of the Compensation Committee. The agenda for meetings of the Compensation Committee are determined by the chairman of the Compensation Committee, in consultation with our Chief Executive Officer.

    In determining compensation of our executive officers, the Compensation Committee reviews data which it believes is representative of other companies in our industry, primarily by reviewing public disclosure of other public companies, as filed with the SEC. The Compensation Committee considers, among other factors, our performance and relative stockholder return, the value of similar incentive awards to executive officers at comparable companies, the awards given to our Chief Executive Officer in past years, and other factors considered relevant by the Compensation Committee.

    The Operations Committee shall assist the Board of Directors in selecting, hiring and managing a Chief Operating Officer of the Company, who when and if hired, shall report directly to the Committee. The Chairman shall be the only voting member of the Committee.

    The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings. Any action of the Committee shall require the vote of the sole voting member and no other member. The board of directors has determined that, due to its current size, formation of a separate nominating committee would not be an efficient use of resources. The board intends to form a Nominating Committee in the future.

    All directors, currently participate in consideration of director nominees. The board will consider suggestions from stockholders for names of possible future nominees delivered in writing and received one hundred and twenty days in advance of our Annual Meeting of Stockholders. Such recommendation should provide all information relating to such person that the stockholder desires to nominate that is required to be disclosed in solicitation of proxies pursuant to Regulation 14A under the Securities Exchange Act of , as amended.

    Communications with Board Members. We have not adopted a formal process by which stockholders may communicate with the board of directors. Stockholders may contact our Chief Executive Officer at eric psicoupons.

    Section 16 a Beneficial Ownership Reporting Compliance. Such reporting persons are required by SEC regulations to furnish us with copies of all Section 16 a reports they file. Their is no High effect what so ever, so I am surprised at the other comments. I will continue to purchase an truly recomend trying these products from this company. I take the 25mg capsules and have the 3,mg dropper.

    Interesting to see so many of you that got really high off the products. I am super sensitive to THC and try to avoid products that contain high amounts since I hate the psychoactive part, and have been relieved to not experience it with Lazarus.

    Their products has truly made a huge difference in my life. Instead of the traditional CO2 extraction method, Lazarus uses an alcohol extraction method which could be better or worse depending on customer preference. They also do not do a great job of explaining exactly what is in their products. For example, the terpene outline is never shown or discussed. Although, this is probably to keep the information proprietary.

    They also use high temperatures to get rid of the acidic components in their products, which they say is a good thing — however, things like CBDa seem to have some positive data for health benefits. While many competitors offer material processed by CO2, Lazarus process utilizes an alcohol extraction process. All of them have devout fans, and there is no definitive clinical data to suggest which might be better for what. Notify me of follow-up comments by email.

    Notify me of new posts by email. Yes, add me to your mailing list. Contact Us Privacy Policy. Save Saved Removed 6. Who is Lazarus Naturals? What are the products? Tinctures Several flavor variants are offered. Balms Balms are offered in 3 varieties. Capsules They offer several different kinds of capsules. Testing As mentioned above, there is lots of testing that occurs, and unlike many competitors who only show representative results if any at all, they actually post all lot results on line.

    Amazing product on November 5, I first want to thank you for your assistance program. Negative Thoughts Instead of the traditional CO2 extraction method, Lazarus uses an alcohol extraction method which could be better or worse depending on customer preference. Next Hemp oil extract CBD being promoted as alternative health treatment for cancer, epilepsy.

    We will be happy to hear your thoughts. Leave a reply Cancel reply.

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