UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Form 10-K/A Amendment No. 1 (Mark One)þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended October 31, 2011oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For transition period from _______________ to ___________ Commission File Number: 0-20317 COUPON EXPRESS, INC. (Exact name of registrant as specified in its charter)  Nevada33-0912085(State or other jurisdiction

of incorporation or organization)(I.R.S. Employer

Identification No.)  303 5th Avenue, Room 206, New York, NY 10016 (Address of principal executive offices) (Zip Code)  (914) 371-2441 (Registrants telephone number, including area code)  Securities registered pursuant to Section 12(b) of the Act: None.  Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.001 par value  Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ  Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ  Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No  o  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes þ     No  o  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o  Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer  oAccelerated filer  oNon-accelerated filer oSmaller reporting company  þ(Do not check if a smaller reporting company)  Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ  On April 29, 2011, there were 206,773,250 shares of the Registrant’s common stock outstanding. The aggregate market value of common stock, held by non-affiliates of the registrant on April 29, 2011 was approximately $3,000,000 (based on a total of 166,009,786 shares of the Registrants common stock held by non-affiliates on April 29, 2011, at the closing price of $.0018 per share).  On January 9, 2012, there were 268,906,199 shares of common stock and no shares of Preferred Stock of the Registrant outstanding.   EXPLANATORY NOTE





This Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended October 31, 2011, as originally filed on January 27, 2012 (the Report), is being filed in response to comments received by us from the Staff of the Securities and Exchange Commission (the Staff). This Amendment amends (i) Item 1 Business — to include our present arrangement with retailers for the placement of kiosks; (ii) Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations — to include the events and milestones that need to be accomplished in order to implement our business plan; (iii) Item 11 Executive Compensation — to include the value of warrants issued to Mr. Kash in lieu of deferred salary; and (iv) revised disclosure of Director Compensation.

Except to the extent expressly set forth herein, this Amendment speaks as of the original filing date of our Report and has not been updated to reflect events occurring subsequent to the original filing date other than those required to reflect the effects of the comments received by the Staff. Accordingly, this Amendment should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Report, including any amendments to those filings.









COUPON EXPRESS, INC.

FORM 10-K

TABLE OF CONTENTS



PagePART IITEM 1.Business4-5ITEM 1A.Risk Factors6ITEM 1B.Unresolved Staff Comments12ITEM 2.Properties12ITEM 3.Legal Proceedings12ITEM 4.(Removed and Reserved)12PART IIITEM 5.Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities12ITEM 6.Selected Financial Data13ITEM 7.Managements Discussion and Analysis of Financial Condition and Results of Operations13ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk15ITEM 8.Financial Statements and Supplementary Data15ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure15ITEM 9A(T).Controls and Procedures16ITEM 9B.Other Information16PART IIIITEM 10.Directors, Executive Officers and Corporate Governance16ITEM 11.Executive Compensation18ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters20ITEM 13.Certain Relationships and Related Transactions, and Director Independence22ITEM 14.Principal Accounting Fees and Services22PART IVITEM 15.Exhibits, Financial Statement Schedules24









NOTE REGARDING FORWARD LOOKING STATEMENTS



This Annual Report on Form 10-K, including the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Coupon Express, Inc. (the Company) to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the rate of market development and acceptance of our products; the execution of our marketing plans; any statement concerning developments, performance or industry rankings relating to products or services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; the difficulty of aligning expense levels with revenue changes; and other risks that are described herein, including but not limited to the specific risks areas discussed in Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this report, and that are otherwise described from time to time in the Companys periodic disclosure statements and for reports filed with the Securities and Exchange Commission. The Company assumes no obligation and does not intend to update these forward-looking statements.















PART I



ITEM 1.Business



Overview



Coupon Express, Inc., which we refer to as we, us, Coupon Express, Inc., CE, or the Company is a digital signage company that specializes in the placement and management of coupon kiosks. We incorporated as a Nevada corporation under the name Happy Mergers, Inc. on September 26, 1990. In November 1991, Global Spill Management, Inc., a Delaware corporation, was merged into Happy Mergers, Inc., and our name was changed to Global Spill Management, Inc. In October 1998, we changed our name to Biofarm, Inc. For the period of October 31, 1999 through December 10, 2004, we were a public shell company with no revenue from operations. On August 24, 2004, we entered into a Share Exchange Agreement with the stockholders of Friendlyway Corporation (Friendlyway), pursuant to which we agreed to acquire all of the outstanding shares of Friendlyway in exchange for the issuance of 18,000,000 shares of our Common Stock and the assumption of outstanding options granted to Friendlyway employees. On April 19, 2005, we filed an amendment to our Articles of Incorporation changing our name to Friendlyway Corporation.



In September 2006, we changed our name to PSI Corporation, which was subsequently changed in October 2011 to Coupon Express, Inc.



Our principal executive offices are located at 303 5th Avenue, Room 206, New York, NY 10016, and our telephone number is (914) 371-2441. Our fiscal year end is October 31. Our website address is www.couponexpressinc.com. We do not intend for information on our websites to be incorporated into this 10-K.



Our Product



Our proprietary kiosks have been installed in supermarket chains throughout the New York City tri-state region, West Coast and Midwest regions. Coupon Express kiosk, our lead product, provides in-store on-demand customized couponing through point of purchase (POP) services such as in-store product advertising and on-demand coupons, as well as redeeming text-messaged and loyalty-card coupons. Our in-store coupons have a higher redemption rate compared to the rate for traditional coupons.



Our kiosks employ features including printing on-demand coupons issued directly from the kiosks which can only be utilized in a specific venue within a specified period of time. These coupons are bar coded, which makes the processing and data analyzing efficient. Secondly, the kiosks are capable of issuing coupons for redeeming offers sent to cell phones via text-messaging. We filed two patent applications regarding the kiosks because of its ability to serve as a printing and distribution point for on-demand and text-messaged coupons. The third unique feature of the kiosks is their ability to enroll people into a loyalty-card program managed by the particular retailer. The kiosks will permit encrypted data to be read from the associated loyalty card database and has the capability of providing unique offers that the retailer wishes to give to its loyalty-card holding customers. Through a joint marketing agreement with Midax, Inc., a leading systems integrator for the independent grocery store industries, we provide a seamless transaction for issuing, redeeming and reporting coupons, and create a loyalty and shopping list service.



We believe that in order to generate sufficient revenues to implement our business plan, we need to deploy kiosks to retailers in exchange for the retailer receiving a share of the revenues derived from the kiosks. Our current revenue model provides for an advertiser to pay $10 per kiosk, per week, per store. Approximately half of such revenues will be shared with the supermarkets and other agents, to encourage them to obtain additional advertising revenue for the Company.



We anticipate that our kiosks diverse functions will allow it to compete as a unique coupon distribution point for many products and services. With a footprint of eighteen inches wide, it will permit many types of service establishments to host a kiosk and integrate their own unique point of sale (POS) software to this kiosk. The integration of the venues POS to the kiosks will permit the retailer and advertiser access to valuable data about consumer behavior. Compared to the standard coupon report system of an average of 100 days, our technology provides advertisers and store owners with electronic sales reports within six minutes.



Markets



Our kiosks currently address two primary markets: national and regional supermarket chains. As of December 31, 2011, we have installed Coupon Express kiosks in supermarkets throughout the New York City tri-state region, including DAgostinos, Best Yet, Met Foods, Key Food, Associated Supermarket, C-Town, Bravo, Fine Fare, and the National Supermarkets Association. The company also has West coast deployments through Payless, IGA and Cardenas.



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Manufacturing



We depend on outside parties to manufacture our kiosks according to guidelines that we set and fulfill our product needs. Such expansion may be limited by the manufacturing capacity of our third-party manufacturers and suppliers. Third-party manufacturers may not be able to meet our manufacturing needs in a satisfactory and timely manner. If there is an unanticipated increase in demand for coupon kiosks, we may be unable to meet such demand due to manufacturing constraints.

We believe we have a sufficient number of available manufacturers to produce an adequate amount of kiosks to meet anticipated future requirements and further, that switching to another manufacturer would cause little or no disruption to our business at any time. Any failure by us to maintain our existing manufacturing and distribution relationships or to establish new relationships on a timely basis or on acceptable terms could harm our business, financial condition and results of operations. As we expand into new geographic markets, we may establish relationships with additional manufacturing facilities to better serve those new markets.



Our Intellectual Property Portfolio



We seek to protect our novel kiosks, applications and other technologies by, among other things, filing patent applications. Except as specifically noted below, the patent rights described below may be subject to potential patent term extensions and/or supplemental protection certificates extending such term extensions in countries where such extensions may become available. In addition, more patent filings relating to the product described below may be made in the future.



As of December 31, 2011, we have 2 pending U.S. patent applications for our kiosks. Our pending U.S. patent applications involve the intellectual property that creates the functionality of the kiosks to serve as a printing and distribution point for on-demand and text-messaged coupons. Through our patents pending for software applications, our kiosks and services are able to provide in-store customized couponing, in multiple languages, for immediate impact in regional independent retailers in the grocery and convenience store industries. These in-store point-of-purchase coupons enable retailers to quickly determine ideal price-points for new products and mitigate losses from hard-to-sell items.



Protection of our proprietary technology and our rights over that technology, from copy or unchallenged and improper use, is essential to our future success. Any challenges to, or disputes concerning, our core technology may result in great expense to use, delays in bringing products to market and disruption of our focus on our core activities. They may also result in loss of rights over our technology or the right to operate in particular markets due to adverse legal decisions against us.



Failure to register appropriate patents, copyrights or trademarks in any jurisdiction may impede our ability to create brand awareness in our products, result in expenses in pursuing our rights with respect to our intellectual property, or result in lost revenues due to intellectual property disputes. Where we may be required to purchase licenses from sellers with prior rights in any country, we cannot assure you that we will be able to do so at a commercially acceptable cost.



Competition



The business services market is highly competitive. We compete with a number of large, well-established and well-funded companies to furnish in-store systems to retailers. We believe that the principal competitive factors in our target market include price, ease of use, consumer preference, and cost effectiveness.



Our product faces competition from a variety of a variety of other in-store systems, including Coinstar, Inc. and its subsidiary, Redbox. 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. In addition, retailers, some of which have significantly more resources than we do, may decide to create their own in-store coupon kiosk. An expansion of the companies focused on in-store customized couponing services or a reduction in related fees charged by any of these competitors, or retailer decisions to use floor space for other than interactive customer marketing, could materially and adversely affect our business and results of operations.



We strive to provide direct and indirect benefits to our retailers that are superior to or competitive with other providers or systems or alternative uses of the floor space that our kiosks occupy. We believe that our kiosks compete favorably with other in-store systems marketed to retailers because of the quality of our products and our ability to provide timely electronic coupon sales reports to retailers and advertisers. In addition, we focus on distinguishing our products from competitors by offering on-demand customization and on-demand coupons triggered by text messaging.





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Employees



We have four full time employees, one who works out of our Colorado Springs office and two more who work out of South Carolina office and our CEO who works out of the New York City office. We also employ consultants to assist management as is required by business needs. Our employees are not part of a union.



Available Information



We will provide, upon request and free of charge, paper copies of our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, including any amendments to the foregoing reports, as soon as is reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. These materials along with our Code of Business Conduct and Ethics are also available through our corporate website at www.mgtci.com. A copy of this annual report on Form 10-K is located at the Securities and Exchange Commissions Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The public may also download these materials from the Securities and Exchange Commissions website at http://www.sec.gov.Any amendments to, and waivers of, our Code of Business Conduct and Ethics will be posted on our corporate website.



ITEM 1A:Risk Factors



Discussion of our business and operations included in this annual report on Form 10-K should be read together with the risk factors set forth below. They describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties, together with other factors described elsewhere in this report, have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect our financial performance. Each of the risks described below could adversely impact the value of our securities. These statements, like all statements in this report, speak only as of the date of this report (unless another date is indicated), and we undertake no obligation to update or revise the statements in light of future developments.



We cannot assure you that the Company will be successful in commercializing any of the Companys products and, in particular, our proprietary kiosks, or if any of the products will prove to be profitable for the Company.



The Company has only had a limited operating history and has just commenced generating revenue from operations upon which an evaluation of its prospects can be made. The Companys prospects must be considered keeping in mind the risks, expenses and difficulties frequently encountered in the establishment of a new business in a constantly changing industry. There can be no assurance that the Company will be able to achieve profitable operations in the foreseeable future if at all.



The Company has identified a number of specific risk areas that may affect the Companys operations and results in the future.



RISKS RELATED TO OUR BUSINESS



Our independent auditors have issued a going concern opinion and, if we are unable to generate enough financing or cash from operations to sustain our business, then we may have to liquidate assets or curtail our operations.



In its audit report dated January 13, 2012 for the years ended October 31, 2011 and 2010, the opinion of our independent registered public accounting firm, Patrick Rodgers, CPA, PA, was qualified only as to the uncertainty of our ability to continue as a going concern. Most notably, significant recurring net losses through October 31, 2011 raise substantial doubt about our ability to continue as a going concern. During the fiscal year that ended October 31, 2011, we incurred net losses of $2,123,500. We will need to generate significant revenue in order to achieve profitability and we may never become profitable.



We are a development stage company with a limited operating history who expects to continue to incur losses and as such, may never achieve profitability.



We are currently in the development stage, and are the surviving entity of several former corporate incarnations. Over the past several years, we have been principally engaged in organizational, licensing, financing, technology protection, and marketing activities. We are subject to all of the risks inherent to the establishment of a developing business. The potential for success should be considered in light of the unforeseen problems, delays, complications, and added expenses often encountered with a development stage business and the status quo of the environment in which we will operate. We do not have a history of operations from which investors can draw



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reasonable conclusions as to our future performance, and there can be no assurances that we will ever operate profitably or be commercially successful.



We have incurred significant operating losses since inception. As a result, we continue to report negative cash flows from operations. There can be no assurance that our efforts to reduce negative cash flows will be successful, and this could have a material adverse effect in our business, financial condition, and results of operations.



If we are unable to accumulate and maintain sufficient cash resources, our existing and future debt obligations could impair our liquidity and financial condition.



We have substantial indebtedness. As a result, we will be subject to all of the risks associated with substantial leverage, including the risk that available cash may not be adequate to make required payments to the holders of notes and previously issued debt. If we do not generate sufficient cash flow from operations to satisfy our interest payments, we will be required to utilize currently available cash resources for this purpose. Our ability to satisfy our debt obligations out of cash flow will be dependent upon our future performance and will be subject to financial, business and other factors affecting our operations, many of which may be beyond our control. In the event we do not have sufficient cash resources to satisfy annual interest or other repayment obligations, we will be in default, which would have a material adverse effect on our operations. To the extent that we are required to use current cash resources to satisfy interest and other repayment obligations, we will have less resources available for business purposes.



The termination, non-renewal or renegotiation on materially adverse terms of our contracts with one or more of our retailers could seriously harm our business, financial condition and results of operations.



The success of our business depends in large part on our ability to develop and maintain relationships with retailers. We strive to provide direct and indirect benefits to our retailers that are superior to or competitive with other providers or systems or alternative uses of the floor space that our machines occupy. If we are unable to provide our retailers with adequate benefits, we may be unable to maintain or renew our contractual relationships on acceptable terms causing our business, financial condition and results of operations to suffer.



We must be able to adapt to rapidly changing technology trends and evolving industry standards or we risk our products becoming obsolete.



There are numerous risks associated with the development and commercialization of new products, including the risk of unforeseen delays and expenses, and the uncertainty of market acceptance. Currently, we have limited sources of revenue, whether from services or product sales, and there can be no assurance that we will be able to develop such revenue sources or that our operations will become profitable.



We may be unable to identify and define product and service trends or anticipate, gauge and react to changing consumer demands in a timely manner.



Our strategy is based upon leveraging our core competencies in the automated retail space to provide the consumer with convenience and value and to help retailers drive incremental traffic and revenue. If we cannot execute on our strategy, our business could suffer. To be competitive, we need to develop or otherwise provide product and service offerings that are accepted by the market and establish third-party relationships necessary to develop and commercialize such product and service offerings. If we misjudge the market for our products and services or unable to enhance the capabilities of our kiosks and equipment to meet technology demand, we cannot assure you that the products or services that we provide will be successful.



Because we do not have our own manufacturing facilities and must rely on contractual relationships to fulfill our manufacturing needs, our dependency could result in lost revenue.



We do not have manufacturing facilities, nor do we presently intend to manufacture any of our products. Thus, we will be dependent upon relationships with manufacturers to fulfill our product needs. Our ability to market our product requires that certain products be manufactured in commercial quantities and at an acceptable cost. We have no prior experience in manufacturing and will be materially dependent upon others in these respects.



We rely on outside software developers to develop our key product and are subject to their timelines for deployment, unforeseen delays, and problem resolution.



We continue to develop proprietary software, interfaces, and hardware for our kiosks. There are many risks associated with the development of proprietary software, including the risk of unforeseen delays and expenses.



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The loss of key members of our senior management team could adversely affect our business.



Currently, we are managed by Eric L. Kash, Chief Executive Officer and Chief Financial Officer. Mr. Kash will continue to play a key role in our management, and the loss of his services could adversely affect our business and our prospects. We currently have an employment agreement with Mr. Kash. We intend to expand our management team by attracting senior management with relevant, current expertise. There can be no assurance that we will be successful in attracting and retaining additional technical, marketing, and management personnel as may be required to fully implement our short and long-term business plans.



Our inability to attract, hire or retain the necessary technical and managerial personnel could have a material adverse effect on our business, financial position, results of operations, and cash flows.



We will need to attract, retain and motivate skilled technical and managerial personnel, especially highly skilled engineers involved in ongoing product development and consulting personnel who assist in the development and implementation of our total business solutions. The market for such individuals is intensely competitive. Due to the critical role of our product development and consulting staff, the inability to recruit successfully or the loss of a significant part of our product development or consulting staffs could have a material adverse effect on us. The software industry is characterized by a high level of employee mobility and aggressive recruiting of skilled personnel. 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:





the price of our products relative to other companys services for the same purpose;





the perception by retailers of the effectiveness of our products and the benefit to them;





our ability to fund our sales and marketing efforts; and





the effectiveness of our sales and marketing efforts.



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



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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.



Because we operate in a highly competitive market, there are no assurances that we will be able to compete successfully against our current or future competitors and/or become profitable.



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. If competitors offer more favorable payment terms and/or more favorable contractual implementation terms or guarantees, we may need to lower prices or offer other favorable terms in order to compete successfully. 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.



We are currently involved in a dispute over a services contract. S.O.S. Resources Inc. and its president, Sol Russo have claimed that SOS fully performed under an agreement with us and is entitled to receive 3,110,000 shares of our unrestricted common stock, and later asserted they would seek a sum of $1,191,600 from us. We believe that SOS and Mr. Russo did not perform under the contract, and intend to vigorously defend ourselves against such claim. While we believe that SOS and Mr. Russos suit is without merit, 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. and its subsidiary, Redbox. 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. In addition, retailers, some of which have significantly more resources than we do, may decide to create their own in-store coupon kiosk. An expansion of the companies focused on in-store customized couponing services or a reduction in related fees charged by any of these competitors, or retailer decisions to use floor space for other than interactive customer marketing, could materially and adversely affect our business and results of operations.



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.



Events outside of our control, including the current economic environment, has and could continue to negatively affect consumers use of our product.



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.





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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. Any infringement or misappropriation claim by us or against us could place significant strain on our financial resources, divert managements attention from our business and harm our reputation. 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. If a claim is brought against us, or we ultimately prove unsuccessful on the claims on our merits, this could have a material adverse effect on the Companys business, financial condition, results of operations and future prospects.



General Market Risks



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. Failure to access credit from any of these sources could have a material adverse effect on the Companys business, financial condition, results of operations and future prospects.



Recent global economic trends could adversely affect our business, liquidity and financial results.



Recent global economic conditions, including disruption of financial markets, could adversely affect us, primarily through limiting our access to capital and disrupting our clients businesses. In addition, continuation or worsening of general market conditions in economies important to our businesses may adversely affect our clients level of spending and ability to obtain financing, leading to us being unable to generate the levels of sales that we require. Current and continued disruption of financial markets could have a material adverse effect on the Companys business, financial condition, results of operations and future prospects.



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 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have a material adverse effect on the Companys business, financial condition, results of operations and future prospects.



RISKS RELATED TO OUR STOCK



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 800,000,000 shares of common stock. As of October 31, 2011, there were 260,953,819 shares issued and outstanding. We have also issued securities that are convertible into our Common Stock, including 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.



Our recent offering of Convertible Senior Notes and Warrants may limit our ability to raise additional capital and/or take certain corporate action.



In October 2011, we completed a private placement of $1,462,500 aggregate principal amount of Cumulative Convertible Senior Notes (Senior Notes) and Warrants to certain investors, that included the Companys existing Series A Preferred Stockholders. The Senior Notes, which mature on October 24, 2012 (subject to a one-year extension under certain circumstances), are convertible into



10







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 Senior Notes. Upon the conversion of the Companys remaining convertible debt, or upon the consent of a majority in principal amount of the Senior Notes, the Senior Notes will be converted into shares of Preferred Stock. The Senior Notes are secured obligations of Coupon Express and will bear interest at a rate of 7% per year.



The shares of Preferred Stock bear a cumulative dividend of 7% per annum. 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 the amount the holders of Preferred Stock would receive had they converted the Preferred Stock to Common Stock immediately prior to such event. Each share of Preferred Stock is convertible into 1,250,000 shares of the Companys Common Stock, subject to certain adjustments. The Certificate of Designation of the Preferred Stock provides that without the consent of a majority of the outstanding principal amount of Notes (or Series A Preferred Stock, if converted), the Company may not:



1.

amend the Articles of Incorporation, by-laws, Certificate of Designation or any other certificate of designation or file any new certificate of designation;

2.

issue any Common Stock, Preferred Stock, Common Stock Equivalents or other securities or amend the terms thereof;

3.

redeem any outstanding Common Stock, Preferred Stock, Common Stock Equivalents or other securities;

4.

incur or repay indebtedness for borrowed money;

5.

acquisitions or dispositions of material assets;

6.

enter into any acquisition, merger, consolidation, reorganization or similar transaction;

7.

create subsidiaries or other affiliates;

8.

dissolve, liquidate or wind up or file any petition under insolvency or bankruptcy laws;

9.

enter into any contract or arrangement with any present or former director, executive officer, shareholder, partner, member, employee or affiliate of the Company or any of its subsidiaries, or any of such Person's affiliates or immediate family members;

10.

change senior management of the Company;

11.

declare or pay dividends or declare or make other distributions other than the Base Dividends; or

12.

adopt or materially deviate from the business plan or budget adopted by the Board of Directors and (i) the holders of a majority of the Preferred Stock, voting as a separate class, or (ii) if a majority of the outstanding aggregate principal amount of Senior Notes shall not have been converted into Preferred Stock at such time, the holders of a majority of the then outstanding aggregate principal balance of the Senior Notes.



The Warrants are exercisable until October 24, 2016 at a price of $.04 per share (subject to certain adjustments) and entitle the holder to purchase 1,250,000 shares of the Companys Common Stock for each $25,000 of principal amount of Senior Notes. The investors have entered into an Investors Rights Agreement which among other things, provides for Board representation, registration rights, and certain provisions regarding future sales of securities by the Company.



In prior rounds of financing, described in Note 4 Debt, the Company issued certain warrants, rights convertible into or exercisable or exchangeable for common stock (collectively the "Derivative Securities"). 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 Purchase Agreement required the Company, within 90 days of the closing date, to obtain from the holders of the 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. In the event the Company is unable to obtain waivers from all of the holders of the Derivative Securities, the investors under the terms of the Purchase Agreement will be entitled to an adjustment of the conversion price, exercise price and the number of shares of common stock issuable to them under the Purchase Agreement.



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.



11







ITEM 1B. Unresolved Staff Comments



Not applicable.



ITEM 2.Properties



Our headquarters are located at 303 5th Avenue, Room 206, New York, NY 10016. We currently lease approximately 400 square feet of office space in a month to month arrangement for $1,100 per month.



Until November 30, 2011, we leased 2,061 square feet of office space located at 7222 Commerce Center Drive, Suite 210, Colorado Springs, CO 80919 for $3,200 per month. In December 2011 we moved into shared office space and are subletting for $250 per month in a month to month arrangement.



In November 2011 we leased additional space in South Carolina at 612 Johnnie Todds BLVD, Suite A5. The lease provides for 1500 square feet of office space for $1,000 per month.



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.



ITEM 3.Legal Proceedings



We are currently involved in a dispute over a services contract. S.O.S. Resources Inc. and its president, Sol Russo have claimed that SOS fully performed under an agreement with us and is entitled to receive 3,110,000 shares of our registered common stock, and later asserted they would seek a sum of $1,191,600 from us. We believe that SOS and Mr. Russo did not perform under the contract, and intend to vigorously defend ourselves against such claim. While we believe that SOS and Mr. Russos suit is without merit, we will have to pay costs associated with arbitrating this claim.



ITEM 4. [Removed and Reserved]



PART II



ITEM 5.Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



Market Information



Our common stock is traded in the over-the-counter market under the symbol CPXP.PK. In the past year, the trading price has ranged from $.015 to $.042. These market quotations reflect the high and low closing prices or by prices, without retail mark-up, markdown or commissions and represent actual transactions.



Fiscal Year 2011HighLowFourth Quarter$ .042$ .020Third Quarter$ .032$.0156Second Quarter$ .02$ .015First Quarter$ .05$ .020

Fiscal Year 2010HighLowFourth Quarter$ .055$.018Third Quarter$ .060$ .02Second Quarter$ .06$ .03First Quarter$ .06$ .04

Holders



As of January 9, 2012, we have approximately 625 record holders of our common stock.





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We are authorized to issue 800,000,000 shares of $0.001 par value common stock, of which 268,906,199 shares have been issued and are outstanding as of January 9, 2012. We are also authorized to issue 5,000,000 shares of Preferred Stock, 80 of which have been designated as Series A Convertible Preferred Stock, and none of which have been issued.



Dividends



We have not paid dividends on our common stock and do not anticipate doing so in the near future. See Risk Factors for a description of our Series A Preferred Stock, which if issued, bears a cumulative dividend of 7% per annum.



ITEM 6.Selected Financial Data



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.



ITEM 7.Managements Discussion and Analysis of Financial Condition and Results of Operations



There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discussed in this report under the caption Risk Factors. You should read these factors and the other cautionary statements made in this report as being applicable to all related forward-looking statements wherever they appear in this report. 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.



Introduction



Managements Discussion and Analysis (MD&A) is intended to facilitate an understanding of our business and results of operations. This MD&A should be read in conjunction with our financial statements and the accompanying notes to the financial statements included elsewhere in this report. MD&A consists of the following sections:



·

Overview: A summary of our business, financial performance and opportunities.

·

Results of Operations: A discussion of operating results.

·

Liquidity and Capital Resources: An analysis of cash flows, sources and uses of cash, contractual obligations and financial position.

·

Critical Accounting Policies and Procedures:A discussion of critical accounting policies that require the exercise of judgments and estimates.

·

Recent Accounting Pronouncements:A summary of recent accounting pronouncements and the effects on our business.



Business Overview



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. Through a joint marketing agreement with Midax, Inc., a systems integrator for the independent grocery and convenience store industries, we provide a seamless transaction for issuing, redeeming and reporting coupons, as well as creating a state-of-the-art loyalty program and shopping list service.



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.



13







Results of Operations



For the years ended October 31, 2011 and 2010, we reported revenues of $18,733 and $106,924, respectively, a decrease of $88,191, or 82.5%.



Our net loss from operations for the years ended October 31, 2011 and 2010 was $2,123,500 and $2,782,641, respectively, a decrease of $659,141, or 23.7 %. This decrease in net loss is primarily attributable to a decrease in interest expense of $764,882, partially offset by the decrease in revenue of $88,191and an increase in administrative expenses of $75,898.



Our revenues for the years ended October 31, 2011 and 2010 were derived exclusively from advertising revenue, while revenues for the year ended October 31, 2009 were primarily derived from the ATM function of our kiosks.



Our losses from operations for the years ended October 31, 2011 and 2010 were derived from our inability to derive significant revenues while incurring material working capital costs, including costs of development and deploying our kiosks.



We believe that our current revenue model will achieve profitability upon the deployment of approximately 160 kiosks and 25 advertisers per month. We anticipate that as more kiosks are installed throughout the United States, advertisers/manufacturers will be able to reach a critical mass of consumers that should result in generating additional advertising revenue from the kiosks. As of October 31, 2011, we had 4 kiosks installed, which have generated limited revenue. It is expected that during fiscal 2012, we will install kiosks at the rate of 4-8 kiosks per week with a goal of having 120 kiosks installed by the end of fiscal 2012. The cost to have each kiosk manufactured is approximately $5,000, which will either be financed from cash on hand or a sale leaseback program. Our monthly cash requirements are approximately $85,000 at the current rate of kiosk installments. Our cash on hand is expected to sustain operations for the next seven months, at which time the Company will require additional capital to support its operations. We anticipate that the Company will need to raise additional capital of up to $1,500,000 in order to fund operations, including the purchase of additional kiosks, in the next 12 months.



Liquidity and Capital Resources



Cash Flows



Cash used in operations was $532,405 for the year ended October 31, 2011 compared to $438,458 of cash used in operations for the year ended October 31, 2010. Cash flows from financing activities for the years ended October 31, 2011 and 2010 were $1,562,500 and $764,572, respectively, an increase of $797,928, or 104%. This improvement in cash flows from financing activities is attributable to a net $764,572 increase in proceeds received from the issuance of debt.



In October 2011, we completed a private placement of $1,462,500 aggregate principal amount of Cumulative Convertible Senior Notes (Senior Notes) and Warrants to certain investors, that included the Companys existing Series A Preferred Stockholders. The Senior Notes, which mature on October 24, 2012 (subject to a one-year extension under certain circumstances), 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 Senior Notes. Upon the conversion of the Companys remaining convertible debt, or upon the consent of a majority in principal amount of the Senior Notes, the Senior Notes will be converted into shares of Preferred Stock. The Senior Notes are secured obligations of Coupon Express and will bear interest at a rate of 7% per year.



The shares of Preferred Stock bear a cumulative dividend of 7% per annum. 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 the amount the holders of Preferred Stock would receive had they converted the Preferred Stock to Common Stock immediately prior to such event. Each share of Preferred Stock is convertible into 1,250,000 shares of the Companys Common Stock, subject to certain adjustments. The Certificate of Designation of the Preferred Stock, provides that without the consent of the holders of a majority of the outstanding principal net of Notes (or Series A Preferred Stock, if converted), the Company may not, among other things, amend its Articles of Incorporation, issue securities, make acquisitions or change senior management.



The Warrants are exercisable until October 24, 2016 at a price of $.04 per share (subject to certain adjustments) and entitle the holder to purchase 1,250,000 shares of the Companys Common Stock for each $25,000 of principal amount of Senior Notes. The investors have entered into an Investors Rights Agreement which among other things, provides for Board representation, registration rights, and certain provisions regarding future sales of securities by the Company.





14







Cash and cash equivalents



We had cash and cash equivalents of $1,010,203 and $96,871 as of October 31, 2011 and 2010, respectively. Management believes that the current level of working capital will not be sufficient to allow the Company to maintain its operations for the next 12 months and is aware that additional capital must be raised to meet its financial obligations and expand the business.



Due to the substantial doubt of our ability to meet our working capital needs, history of losses and current shareholders deficit, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern in its report on our annual financial statements for the year ended October 31, 2011. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.



Critical Accounting Policies



Our critical accounting policies and procedures and recent accounting pronouncements are set forth in the Notes to our Consolidated Financial Statements set forth in Item 8 hereof.



Off-Balance Sheet Transactions



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.



ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk



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.



ITEM 8. Financial Statements and Supplementary Data



See Financial Statements attached hereto.



ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures



On July 10, 2010, we dismissed Seligson & Giannattasio, LLP as our independent registered public accounting firm. Seligson & Giannattasio, LLP had audited our financial statements for the fiscal year ended October 31, 2008 and its audit report dated April 20, 2010 included in our Annual Report on Form 10-K for the year then ended was qualified only as to the uncertainty of our ability to continue as a going concern. 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. Our Board of Directors approved the dismissal of Seligson & Giannattasio, LLP and there were no disagreements between us and Seligson & Giannattasio, LLP on any matter regarding accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the two fiscal years ended October 31, 2009 and 2008 or any subsequent interim period preceding the date of dismissal.



There were no reportable events (as that term is used in Item 304(a)(1)(v) of Regulation S-K) between us and Seligson & Giannattasio, LLP that occurred during the two fiscal years ended October 31, 2009 and 2008 or any subsequent interim period preceding the date of dismissal.



On July 10, 2010, we engaged Patrick Rodgers, CPA, PA as our independent registered accounting firm. The decision to engage Patrick Rodgers, CPA, PA was approved by our Board of Directors. During the two most recent fiscal years ended October 31, 2009 and 2008, and through the date of engagement, neither we nor anyone on our behalf consulted with Patrick Rodgers, CPA, PA regarding either:



(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that Patrick Rodgers, CPA, PA concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or



(ii) any matter that was either the subject of a disagreement or a reportable event.





15







We filed information on the change in our certifying accountant with the SEC on October 29, 2010 and amended that filing to include a revised letter from Seligson & Giannattasio, LLP on December 22, 2010.



ITEM 9A.Controls and Procedures



Managements Report on Disclosure Controls and Procedures



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.



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act.  Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective at the reasonable assurance level discussed above.



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-15 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.



Managements Annual Report on Internal Control Over Financial Reporting



Our Chief Executive Officer/Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for our Company. 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. Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of October 31, 2011 based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our management concluded that, as of October 31, 2011, 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. Managements report was not subject to attestation by our registered independent public accounting firm.



ITEM 9B. Other Information.



None.



PART III



ITEM 10.Directors, Executive Officers and Corporate Governance



Identification of Directors and Executive Officers



The current directors and executive officers of Coupon Express, Inc. who will serve until the next annual meeting of shareholders or until their successors are elected or appointed and qualified, are set forth below:



NameAgePositionEric L. Kash54Chief Executive Officer, Chief Financial Officer and DirectorHerbert B. Soroca69Director and SecretaryJames Tammaro57DirectorJoseph Heller48Director

16







Business Experience:



The principal occupation and business experience of each of the directors, nominees for directors and executive officers are as follows:



Eric L. Kash

Effective June 30, 2010, Mr. Eric L. Kash was appointed as the Chief Executive Officer of the Company after Mr. David Fonis resignation. Mr. Kash also serves as both a director and Chief Financial Officer of the Company. Mr. Kash has served as the Chief Financial Officer of CE since November 10, 2008. Prior to that, Mr. Kash worked as an investment banker with Basic Investors from 2006 through 2007. Mr. Kashs leadership as Chief Executive Officer provides him with intimate knowledge of the Companys operation that is vital to the Board of Directors.



Herbert B. Soroca

Effective July 1, 2010, Mr. Herbert B. Soroca was appointed as a member of the Board of Directors for CE. Mr. Soroca is the Chairman and sole member of the Audit Committee. Since 1983, Mr. 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. A Wall Street veteran, he has overseen public offerings, PIPEs, and private debt and equity placement. Mr. Soroca is the former Managing Director and head of Corporate Finance for Palicapital, Inc. He earned his AB from Columbia College and his JD from Columbia University School of Law. Mr. Soroca s extensive experience in the financial industry and raising capital through both public and private means enhances the Boards ability to oversee, evaluate and direct our overall corporate strategy.



James Tammaro

James Tammaro, a Director since October 2011, is a co-Founder and Partner of Tandem Global Partners, a global asset management firm, since 2008. Prior to founding Tandem Global Partners, Mr. Tammaro was Managing Director/Global Head of Relationship Management, Financial Institution Group & Hedge Funds at HSBC Securities (USA) Inc. from 2005 to 2007. Mr. Tammaro spent most of his professional career with Merrill Lynch from 1982 through 2003. At the time of his departure from Merrill Lynch, he was a senior managing director in charge of marketing and sales in the Alternative Investment Group. Mr. Tammaros extensive senior level financial experience provides the Board with critical insight and expertise in financial and strategic matters which impact the Company.



Joseph Heller

Mr. Heller, a director since October 2011, specializes in structuring and negotiation of private investments, sales, mergers and acquisitions, public offerings, strategic planning and operations of small businesses. Mr. Heller has been a Manager of NextLevel Venture Partners (NextLevel), a New York based venture capital firm, since 2001. In this capacity, Mr. Heller manages NextLevels portfolio investments. NextLevel is an affiliate of NextLevel VIII, LLC, which was the lead investor in the last round of the Companys financing. From 2005 to 2011 Mr. Heller was also President and CEO of Ameracash Solutions, Inc., an alternative financial services company serving the underbanked consumer that was soldto Softgate Systems (formerly IPP of America) in 2011. From 1995 to 2000, 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. Mr. 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. Mr. Heller structured the sale of this company to Star Multicare Services, Inc. From 1991 to 1995, Mr. Heller served as Vice President of Investor Relations and Financial Analysis for Arbor National Mortgage Corp., a publicly traded mortgage banking company. In this capacity, he coordinated activities with investment bankers and financial analysts in conducting Arbor Nationals public offering. 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., a boutique merchant bank, where he was responsible for analyzing small business investment opportunities and assisting in mergers and acquisitions of portfolio companies. Mr. Heller was also an analyst for Morgan Stanley & Company and a Senior Accountant at Ernst & Young. Mr. Heller currently serves as a Director on several Boards of high tech start-ups. Mr. Heller is a Certified Public Accountant and has an MBA in Finance from Fordham University and a BS in Accounting from Purdue University.



17







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 five 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



Audit Committee. We have a standing Audit Committee. Mr. Herbert B. Soroca serves as the Chairman and sole member of the Audit Committee. He qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-k promulgated under the Exchange Act. The Audit Committee currently does not operate in accordance with a written charter, but intends to adopt one prior to the Companys next annual stockholders meeting.



The Audit Committee is appointed by the Board to assist the Board with oversight of (i) the integrity of the financial statements of the Company, (ii) the Companys compliance with legal and regulatory requirements, (iii) the independence and qualifications of the Companys external auditors, and (iv) the performance of the Companys internal audit function and external auditors. It is the Audit Committees responsibility to retain or terminate the Companys independent registered public accountants, who audit the Companys financial statements. As part of its activities, the Audit Committee meets with the Companys independent registered public accountants at least annually to review the scope and results of the annual audit and quarterly to discuss the review of the quarterly financial results. In addition, the Audit Committee receives and considers the independent registered public accountants comments and recommendations as to internal controls, accounting staff, management performance and auditing procedures.



Nominating Committee. 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 (120) 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 1934, 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.com.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the reporting persons) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Messrs. Kash, Soroca and Tammaro have not filed their Form 3s reporting their appointments as Officers of the Company and issuances of equity securities made by the Company to them as compensation for services, which they intend to file in the second quarter of fiscal 2012.



Code of Ethics



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.



ITEM 11.Executive Compensation



EXECUTIVE COMPENSATION

Summary Compensation



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, 2011.  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.





18







Summary Compensation Table for the Fiscal Years Ended October 31, 2011 and October 31, 2010



Name and Principal Position (a)Year
ended
October 31,Salary($)Bonus ($)

(4)Options ($)

(2)All other compensation ($)

(3)Total ($)Eric L. Kash, Chief Executive Officer and Chief Financial Officer (1)(3)2011120,000 (1)040,000 (4)0160,0002010120,000 (1)040,000 (4)0160,000(1)Mr. Kash has served as Chief Financial Officer since November 10, 2008. He was appointed to serve as our Chief Executive Officer on June 30,
2010. Mr. Kashs salary of $10,000 per month under his Employment Agreement has been deferred. On October 24, 2011, the Company issued its chief executive officer/chief financial officer a warrant to purchase 36,000,000
shares of its $0.001 par value common stock at an exercise price of $0.001 per share. The warrant was issued in lieu of payment of deferred salary of $360,000, which represented unpaid compensation of $120,000 for each of the
three fiscal years ended October 31, 2011. The warrant was exercisable on the sixty-first day after the warrant issuance date through October 24, 2016. The Company accounts for its stock based compensation
under FASB ASC Topic 718, CompensationStock Compensation. The fair value of these warrants on date of grant was approximately $1,079,000; the fair value was estimated using the Black-Sholes option pricing model
with the following assumptions at the grant date of October 24, 2011; risk free interest rate of 0.96%, no dividend yield, expected lives of 5 years, and volatility of 248%. The expected term of the warrants granted is based
on the simplified method for plain vanilla options discussed in SEC Staff Accounting Bulletin (SAB) No. 107, as amended by SAB No. 110. The expected volatility is derived from historic
volatility of the Companys stock on the OTCBB for a period that matches the expected term of the option. The risk free interest rate is the yield from a Treasury note corresponding to the expected term of the warrants.
No additional compensation expense was recorded in connection with the issuance of these warrants during the fiscal year ended October 31, 2011 under FASB ASC
718.(2)Amounts shown do not reflect compensation actually received by Mr. Kash. Instead, the amounts shown are the compensation costs recognized by the Company in fiscal 2010 and 2009 for option awards as determined pursuant to ASC 718. This column represents the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation). Pursuant to SEC rule changes effective February 28, 2010, we are required to reflect the total grant date fair values of the option grants in the year of grant, rather than the portion of this amount that was recognized for financial statement reporting purposes in a given fiscal year which was required under the prior SEC rules.(3)Our named executive officers did not receive any perquisites or other personal benefits or property during the fiscal years ended October 31, 2011 and 2010.(4)The amount shown is attributable to non-qualified stock options to purchase 10,000,000 shares of the Companys common stock in accordance with Mr. Kashs Employment Agreement dated November 10, 2008 that vest 20% each year. These options expire ten years from the date of grant.

Employment Agreements with Our Named Executive Officers

Since November 10, 2008, we have had an employment contract in place with Eric L. Kash, Chief Executive Officer and Chief Financial Officer. In consideration of his furnished services, Mr. Kash is entitled to receive $10,000 per month as base salary compensation and additional equity compensation as described below, which was deferred for fiscal 2009, 2010 and 2011. However, in October 2011, Mr. Kash received in lieu of deferred salary for the three year period ended a warrant, to purchase 36,000,000 shares of the Companys common stock at an exercise price of $.001 per share.

In the event of Mr. Kashs resignation or termination for cause, we owe no further financial liability to 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. Kash is entitled to receive the base salary he is owed through the five-year contract term, a maximum of $600,000.








19







Option/Warrant Grants to our named Executive Officers for the year ended October 31, 2011



Name of the Executive Officer (a)Number of Securities
Underlying Option/
WarrantGrantedPercentage that the
Grant Represents of
Total Options
granted to Employees
During theFiscal YearPer-Share Exercise
of Base Price of the
Options grantedExpiration Date
of the OptionEric Kash, Chief Executive Officer and Chief Financial Officer2,000,000    
36,000,000 (1)100%
n/a$0.001
    .001n/a*
n/a

* As part of our employment agreement with Mr. Kash, we have agreed to grant him an option to purchase 10,000,000 shares of our common stock, which vest in equal monthly installments (2,000,000 yearly) during his five-year term of engagement from November 2008 to November 2013. The option shall continue vesting upon the end of the term, unless Mr. Kashs employment is terminated for cause.



(1) In October 2011, Mr. Kash received in lieu of deferred salary for the three year period ended October 31, 2011, a warrant to purchase 36,000,000 shares of the Companys common stock at an exercise price of $.001 per share. The warrant is exercisable from the date of issue.



Long-Term Incentive Plan Awards in Last Fiscal Year



We made no awards under any long-term incentive plan in the fiscal year ended October 31, 2011.



Director Compensation



We do not separately compensate employee directors for their position as director. We compensate our non-employee directors with annual stock grants, which we believe aligns director compensation directly with our long-term performance. Stock grants are awarded to non-employee directors upon election or appointment, as the case may be, and for chairing a Committee of the Board of Directors.



Each director receives annually, a grant of 500,000 shares of the Companys Common Stock for his services provided as a director and an additional 333,000 shares of Common Stock as chair of a committee of the Board of Directors, if any.



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.



ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Equity Compensation Plans



In October 2011, we adopted, subject to stockholder approval, the 2011 Non-Qualified Stock Option Plan (the Plan). Under the terms of the Plan, the purchase price of the shares subject to each option grant will not be less than the fair market value at the date of grant. The date of exercise may be determined at the time of grant by our Board, but may not exceed five years. During the fiscal year ended October 31, 2011, no options were granted under the Plan. As of October 31, 2011, 20,000,000 shares remain available for issuance under the Plan.



The Plan is intended to serve as an additional incentive to all employees and key individuals to devote themselves to our future success by providing them with an opportunity to increase their proprietary interest through the receipt of options to purchase our common stock.



The Board determines and designates those individuals who are to be granted stock options under the Plan and the number of shares to be subject to such options and, as hereinafter described, the nature and terms of the options to be granted. The Board shall also, subject to the express provisions of the Plan, have authority to interpret the Plan and to prescribe, amend, and rescind the rules and regulations relating to the Plan.



Unless otherwise noted in an individual option agreement or other agreement governing an award under the Plan, any unvested stock options held by an employee at the time of his termination of service from us for any reason will be forfeited.



Security Ownership of Certain Beneficial Owners and Management



The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of the outstanding



20







shares of Common Stock by (i) each of the directors and director nominee; (ii) each of our named executive officers listed in the summary compensation table; and (iii) our current officers and directors (and nominee) as a group.



As used in the table below, the term beneficial ownership means the sole or shared power to vote or direct the voting, or to dispose or direct the disposition, of any security. A person is deemed as of any date to have beneficial ownership of any security that such person has a right to acquire within 60 days after such date. Except as otherwise indicated, the stockholders listed below have sole voting and investment powers with respect to the shares indicated. Accordingly, the number of shares and percentage set forth opposite each stockholders name in the table include the shares of Common Stock issuable upon exercise, conversion or exchange of certain derivative securities beneficially owned by such person, both with respect to the number of shares of Common Stock deemed to be beneficially owned and the adjusted percentage of outstanding Common Stock resulting from such rights.



Amount of beneficial ownershipPercent of
Shares
Beneficially
OwnedName and address of
beneficial owner1Nature of
Beneficial OwnerShares
OwnedShares  Rights
to AcquireTotal NumberEric L. KashChief Executive Officer, Chief Financial Officer and Director700,00047,000,00047,700,00015.1%Herbert B. SorocaDirector and Chairman of Audit Committee833,0000833,000*James TammaroDirector1,473,15401,473,154*Joseph Heller2Director0100,000,000100,000,00027.2%All directors and executive officers as a group (4 persons)3,006,154147,000,000150,006,15436.1%

* Percentage of shares beneficially owned does not exceed one percent of issued and outstanding shares of stock.



1 Unless otherwise stated, the address of each beneficial owner listed on the table is c/o Coupon Express, Inc., 303 5th Avenue, Room 206, New York, NY 10016.

2The reported securities are owned by NextLevel VIII, LLC (NextLevel), Mr. Heller and Anita Kaufman serve as the managers of NextLevel and may be deemed to beneficially own the securities held by NextLevel (see Stock Ownership by Certain Stockholders table below). Mr. Heller and Anita Kaufman disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein. On October 26, 2011, the Company and NextLevel entered into a Cumulative Convertible Senior Note and Warrant Purchase Agreement (the Purchase Agreement) governing the issuance of up to $1,900,000 aggregate principal amount of Cumulative Convertible Senior Notes (Senior Notes) and Warrants. Pursuant to the terms of the Purchase Agreement, NextLevel purchased $1,000,000 of Senior Notes and Warrants. The Senior Notes, 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), 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 Senior Notes. Each share of Preferred Stock is convertible into 1,250,000 shares of the Issuers Common Stock, subject to certain adjustments. The Warrants are exercisable until October 24, 2016 at a price of $.04 per share (subject to certain adjustments) and entitle the holder to purchase 1,250,000 shares of the Companys Common Stock for each $25,000 of principal amount of Senior Notes.



Stock Ownership by Certain Stockholders



The following table shows each person or group, based upon their most recent filings with the Securities and Exchange Commission that beneficially own more than 5% of the Companys Common Stock.



21







Name and address of beneficial ownerAmount and nature of
beneficial ownershipPercent of Shares
Beneficially Owned*Lazarus Investment Partners LLP (1)

c/o Lazarus Management Company LLC

2401 E. 2nd Avenue, Suite 600

Denver, CO  8020648,148,35816.9%NextLevel VIII, LLC (2)

c/o NextLevel Group, LLC

6800 Jericho Turnpike, Suite 120W

Syosset, NY  11791100,000,00027.2%

* On January 9, 2012, we had 268,906,199 shares of common stock outstanding.



(1) The information reported is based on a Form 4 filed with the SEC on December 22, 2011 jointly by Lazarus Investment Partners LLP, Lazarus Management, and Justin B. Borus. Lazarus Partners reported that it was the beneficial owner of an aggregate of 48,148,358 shares of common stock, including 5,000,000 shares underlying common stock warrants, 5,714,286 shares of common stock issuable upon conversion of a convertible promissory note, 5,000,000 shares of common stock issuable upon Series A Preferred Stock and 32,434,072 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. Mr. 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.



(2) See footnote 2 to the Security Ownership of Certain Beneficial Owners and Management table above, for a description of the reported securities.



As of January 9, 2012, there are no arrangements known to management which may result in a change in control of our Company.



ITEM 13.Certain Relationships, Related Transactions, and Director Independence



Certain Relationships and Related-Party Transactions



None.



Director Independence.

During the fiscal year ended October 31, 2011, Eric L. Kash, Herbert Soroca, James Tammaro, and Joseph Heller served as members of our Board of Directors. Each of the directors, except for Mr. Kash, are independent as defined in Rule 4200(a)(15) of the NASDAQ Marketplace Rules.



ITEM 14.Principal Accounting Fees and Services



Audit Fees



The aggregate fees billed for the fiscal year that ended on October 31, 2011 for professional services rendered by the independent auditor for the audit of our annual financial statements and review of financial statements included in our Form 10-Q, or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for such fiscal year, amount to approximately $32,600.



The aggregate fees billed for the fiscal year that ended on October 31, 2010 for professional services rendered by the independent auditor for the audit of our annual financial statements and review of financial statements included in our Form 10-Q, or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for such fiscal year, amount to approximately $25,000.



For the fiscal years ended on October 31, 2011 and 2010, 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.





22







Services Provided20112010Audit Fees$32,600$25,000Audit-Related Fees--Total$32,600$25,000Tax Fees



For the fiscal years ended on October 31, 2011 and 2010, 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.



All Other Fees



For the fiscal years ended on October 31, 2011 and 2010, 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.



Audit Committee Pre-Approval Policies and Procedures



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 2010 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. The services and fees were deemed compatible with the maintenance of that firms independence, including compliance with rules and regulations of the SEC. Throughout the year, the Audit Committee will review any revisions to the estimates of audit fees initially estimated for the engagement.





23







PART IV



ITEM 15.Exhibits, Financial Statement Schedules



Exhibit Index



Exhibit

NumberDescription2.1Share Exchange Agreement dated as of April 27, 2006 among Friendlyway Corporation, Pantel Systems, Inc. and Kenneth J. Updraft (Exhibit 2.1, Current Report on Form 8-K filed on May 5, 2006).3.1Certificate of Amendment to Articles of Incorporation  Series A Preferred Stock Rights, Designation and Privileges (Exhibit 3.1 to Current Report on Form 8-K filed November 1, 2011).3.2Amended and Restated Bylaws of Registrant (Exhibit 3.2 of PSIs Annual Report on Form 10-K for the year ended October 31, 2005, filed March 9, 2006, File No. 000-20317).10.1Cumulative Convertible Senior Note and Warrant Purchase Agreement dated as of October 24, 2011 between the Company and certain investors listed thereto (Exhibit 10.1 to Current Report on Form 8-K filed November 1, 2011).10.2Form of Cumulative Convertible Senior Note (Exhibit 10.2 to Current Report on Form 8-K filed November 1, 2011).10.3Investors Rights Agreement dated as of October 24, 2011 between the Company and certain investors listed thereto (Exhibit 10.3 to Current Report on Form 8-K filed November 1, 2011).10.4Form of Common Stock Warrant (Exhibit 10.4 to Current Report on Form 8-K filed November 1, 2011).10.5Form of Security Agreement dated as of October 24, 2011 between the Company and the Collateral Agent (Exhibit 10.5 to Current Report on Form 8-K filed November 1, 2011).10.6Form of Subordination Agreement dated as of October 24, 2011 (Exhibit 10.6 to Current Report on Form 8-K filed November 1, 2011).31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.101.INS XBRLInstance Document101.SCH XBRLTaxonomy Extension Scheme101.CAL XBALTaxonomy Extension Calculation Linkbase101.DEF XBRLTaxonomy Extension Definition Linkbase101.LAB XBRLTaxonomy Extension Label Linkbase101.PRE XBRLTaxonomy Presentation Linkbase



24







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


| | Coupon Express, Inc.                                          
| | --------------------------------------------------------------
| |                                                               
| | By: /s/ Eric L. Kash                                          
| |                                                               
| | Eric L. Kash                                                  
| | Chief Executive Officer and                                   
| | Chief Financial Officer                                       
| | (Principal Executive Officer and Principal Accounting Officer)
| |                                                               

Date: January 25, 2012  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  SignatureTitleDate/s/  Eric L. Kash

Eric L. KashChief Executive Officer and Chief Financial Officer(Principal Executive Officer and

Principal Accounting Officer)January 25, 2012/s/  Herbert B. Soroca

Herbert B. SorocaDirector and Chairman of the Audit CommitteeJanuary 25, 2012/s/  James Tammaro

James TammaroDirectorJanuary 25, 2012/s/  Joseph Heller

Joseph HellerDirectorJanuary 25, 2012  25     COUPON EXPRESS, INC.

Index to Financial Statements



PageReport of Independent Registered Public Accounting FirmF-2Balance Sheets as of October 31, 2011 and 2010F-3Statements of Operations and Comprehensive Loss for the years ended October 31, 2011 and 2010F-4Statements of Stockholders Equity for the years ended October 31, 2011 and 2010F-5Statements of Cash Flows for the years ended October 31, 2011 and 2010F-6Notes to Financial StatementsF-7-16



F-1







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors and Stockholders of Coupon Express, Inc.:



I have audited the accompanying balance sheets of Coupon Express, Inc. (the Company) as of October 31, 2011 and 2010 and the related statements of operations, stockholders deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. My responsibility is to express an opinion on these financial statements based on my audits.



I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.



In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Coupon Express, Inc. as of October 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred significant recurring losses. The realization of a major portion of its assets is dependent upon its ability to meet future financing needs and success of its future operations. These factors raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Patrick Rodgers, CPA, PA

Orlando, Florida

January 16, 2012







F-2







COUPON EXPRESS, INC.

BALANCE SHEETS





October 31,2011
    2010AssetsCurrent assetsCash
    $1,010,203
    $96,871Accounts receivable, net of doubtful accounts
    1,376
    32,981Notes receivable
    —
    8,125Total current assets
    1,011,579
    137,977Furniture and equipment, net
    252,507
    232,965Other assetsSecurity deposits
    4,300
    —Total assets
    $1,268,386
    $370,942Liabilities and Stockholders' DeficiencyCurrent liabilitiesAccounts payable and accrued expenses
    $422,454
    $538,313Accrued interest payable (PIK)
    65,669
    1,220,490Notes payable, net of long term portion
    1,689,051
    3,781,6902,177,174
    5,540,493Notes payable, net of short-term portion
    —
    300,000Total liabilities
    2,177,174
    5,840,493Stockholders' deficiencyPreferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding
    —
    —Common stock, $.001 par value; 800,000,000 shares authorized, 260,953,819 and 120,900,693 issued and outstanding at October 31, 2011 and October 31, 2010, respectively
    260,953
    120,900Additional paid-capital
    18,647,958
    12,103,748Accumulated deficit
    (19,816,712)
    (17,693,212)Less: common stock in treasury
    (987)
    (987)Total stockholders' deficiency
    (908,788)
    (5,469,551)Total liabilities and stockholders' deficiency
    $1,268,386
    $370,942

































The accompanying notes are an integral part of these financial statements.



F-3







COUPON EXPRESS, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS



For the Year Ended October 31,2011
    2010Revenue
    $18,733
    $106,924Administrative expenses
    1,356,420
    1,280,522Loss from operations
    (1,337,687)
    (1,173,598)Other income (expense)Gain (loss) on disposal of fixed assets
    —
    34,348Interest, net
    (785,813)
    (1,550,695)Loss on investment
    —
    (24,000)Total other income (expenses)
    (785,813)
    (1,540,347)Net loss
    $(2,123,500)
    $(2,713,945)Weighted average common shares outstandingBasic and diluted
    242,447,405
    98,908,386Income (loss) per common shareBasic and diluted
    $(0.01)
    $(0.03)





























































The accompanying notes are an integral part of these financial statements.



F-4







COUPON EXPRESS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)





Additional
    
    
    TotalCommon Stock
    Paid-in

    Accumulated
    Treasury
    Stockholders'Shares
    Amount
    Capital
    Deficit
    Stock
    DeficitBalance, October 31, 2009
    88,074,744
    $88,074
    11,060,532
    $(16,603,774)
    $(987)
    $(5,456,155)Reversal of shares never issued
    (3,000,000)
    (3,000)
    (297,000)
    
    
    (300,000)Issuance of warrants in connection with financing
    
    
    354,486
    
    
    354,486Conversion of notes payable
    11,657,750
    11,658
    328,342
    
    
    340,000Issuance of shares for consulting services
    7,271,401
    7,271
    356,299
    
    
    363,570Issuance of shares for interest
    4,848,998
    4,849
    313,137
    
    
    317,986Issuance of penalty and anti-dilution shares
    12,047,800
    12,048
    (12,048)
    
    
    (0)Retained earnings adjustment
    
    
    
    1,624,507
    
    1,624,507Net loss
    
    
    
    (2,713,945)
    
    (2,713,945)Balance, October 31, 2010
    120,900,693
    120,900
    12,103,748
    (17,693,212)
    (987)
    (5,469,551)Issuance of warrants in connection with financing and reduction of deferred salary
    
    
    1,045,421
    
    
    1,045,421Issuance of replacement shares
    888,000
    888
    (888)
    
    
    —Conversion of notes payable
    110,215,741
    110,216
    3,880,020
    
    
    3,990,236Issuance of shares for consulting and equipment rental services
    3,014,928
    3,015
    79,973
    
    
    82,988Issuance of shares for interest
    24,798,567
    24,799
    1,540,819
    
    
    1,565,618Issuance of penalty and anti-dilution shares
    1,135,890
    1,136
    (1,136)
    
    
    —Net loss
    
    
    
    (2,123,500)
    
    (2,123,500)Balance, October 31, 2011
    260,953,819
    $260,953
    $18,647,958
    $(19,816,712)
    $(987)
    $(908,788)



The accompanying notes are an integral part of these financial statements.



F-5







COUPON EXPRESS, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010





2011
    2010Cash flows from operationsNet income (loss)
    $(2,123,500)
    $(2,713,945)Adjustment to reconcile net loss to net cash:Depreciation
    97,221
    25,885Allowance for doubtful accounts
    23,271
    53,609Loss (gain) on disposal of fixed assets
    —
    (34,348)Shares issued for consulting fees
    82,988
    363,570Noncash compensation
    120,000
    —Noncash interest cost
    420,517
    410,874Changes in operating assets and liabilities:Accounts receivable
    8,334
    (15,964)Notes receivable
    8,125
    —Other current assets
    —
    327,022Other assets
    (4,300)
    309,250Accounts payable and accrued expenses
    834,939
    835,589Net cash provided by (used for) operating activities
    (532,405)
    (438,458)Cash flows from investing activitiesPurchase of property and equipment
    (116,763)
    (258,850)Net cash provided by (used for) investing activities
    (116,763)
    (258,850)Cash flows from financing activitiesProceeds from issuance of debt
    1,562,500
    854,000Repayment of debt by issuance of shares- net
    —
    (89,428)Net cash provided by (used for) financing activities
    1,562,500
    764,572Net increase (decrease) in cash
    913,332
    67,264Cash, beginning of period
    $96,871
    29,607Cash, end of period
    $1,010,203
    $96,871Supplemental disclosure of cash flow information and noncash investing and financing activities:Non-cash financing activities:Shares issued to retire convertible notes and accrued interest
    $5,555,854
    657,986Cash paid during the year for:Interest
    $14,496
    $—























The accompanying notes are an integral part of these financial statements.



F-6







COUPON EXPRESS, INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010



1.  Organization and Going Concern



Organization



Coupon Express, Inc. (CE or the Company) was organized under the laws of Nevada in June, 1991. CE provides 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 Companys primary clients. Through our proprietary kiosks, we provide in-store customized couponing, in multiple languages, for immediate impact in regional, independent retailers in the grocery and convenience store industries, enabling retailers to quickly determine ideal price-points for new products and mitigate losses from hard-to-sell items. Working with Midax, Inc., a systems integrator for the independent grocery and convenience store industries and its software applications, marketing services and existing customer base, we provide a seamless transaction for issuing, redeeming and reporting coupons, as well as creating a state-of-the-art loyalty program and shopping list service.



Going Concern



Our financial statements have been prepared on the assumption that we will continue as a going concern, which contemplates the continuation of operations, the realization of assets and the liquidation of liabilities in the ordinary course of business, and do not reflect any adjustments that might result from our ability to being unable to continue as a going concern. At October 31, 2011, we had total assets of $1,268,386 and liabilities of $2,177,174. Our management is aware that we need to raise additional capital not only to meet our financial obligations, but also to expand our business. These factors cumulatively indicate that there is substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.



Summary of Significant Accounting Policies



Accounting Principles



The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States.



Cash and Cash Equivalents



We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair value of these investments will approximate their carrying value. In general, investments with original maturities of greater than three months and remaining maturities of less than one year will be classified as short-term investments. Investments with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the investment of cash that is available for current operations. All cash equivalents and short-term investments are classified as available for current operations. All cash equivalents and short-term investments are classified as available for sale and are recorded at market value using the specific identification method.



Fair Value



The carrying amounts of cash and cash equivalents, trade receivables, accounts payable, notes payable and accrued liabilities approximate fair value because of the short maturity of these instruments.



Financial Statement Presentation



We have reclassified certain prior-year amounts to conform to the current year presentation.





F-7







Loss per Common Share



The Company complies with the accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted net loss per share excludes 142,107,075 and 59,710,021 warrants and 103,000,000 and 4,000,000 of common stock issuable upon the exercise of options as of October 31, 2011 and 2010 respectively, since their effect is anti-dilutive.



Income Taxes



We account for income taxes in accordance with FASB ASC Topic 740 Income Taxes, which requires accounting for deferred income taxes under the asset and liability method. Deferred income tax asset and liabilities are computed for difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.



In accordance with GAAP, we are required to determine whether our tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. We file an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions.  The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in us recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholders equity as of November 1, 2010.



Based on our analysis, we have determined that the adoption of this policy did not have a material impact on our financial statements upon adoption. However, managements conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.



Interest and Penalty Recognition on Unrecognized Tax Benefits



We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No interest expense or penalties have been recognized for the year ended October 31, 2011.



Comprehensive Income



We comply with FASB ASC Topic 220, Comprehensive Income, which establishes rules for the reporting and display of comprehensive income (loss) and its components. FASB ASC Topic 220 requires us to reflect as a separate component of stockholders equity items of comprehensive income.



Stock-Based Compensation



We comply with FASB ASC Topic 718 Compensation  Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. For the years ended October 31, 2011 and October, 31, 2010, we issued 3,014,928 and 7,271,401 shares respectively of our $.01 par value common stock to consultants for consulting services, and in connection with issuance of



F-8







these shares, for the years ended October 31, 2011 and October 31, 2010 we recorded additional compensation expense of $82,988 and $363,570respectivelyunder FASB ASC 718.



Valuation of Investments in Securities at Fair ValueDefinition and Hierarchy



FASB ASC Topic 820 Fair Value Measurements and Disclosures provides a framework for measuring fair value under generally accepted accounting principles in the United States and requires expanded disclosures regarding fair value measurements.  ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.



In determining fair value, we use various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the company. Unobservable inputs reflect our assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations, as follows:



Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 -Valuations based on inputs that are unobservable and significant to the overall fair value measurement.



The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.



Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment we exercise in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.



Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.



Valuation Techniques



We value investments in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as of the last business day of the year.



Government Bonds



The fair value of sovereign government bonds is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to the bond in terms of issuer, maturity and seniority.



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Certificate of Deposits



The fair values of the bank certificate of deposits are based on the face value of the certificate of deposits.



Product Warranty



We provide for the estimated costs of hardware and software warranties at the time the related revenue is recognized. For hardware warranty, we estimate the costs based on historical and projected project failure rates, historical and projected repair costs, and knowledge of specific product failures (if any). The specific hardware warranty terms and conditions vary depending upon the product supported and country in which we will do business, but generally include technical support, parts, and labor over a period generally ranging from 90 days to three years. For software, we estimate the costs to provide bug fixes, such as security patches, over the estimated life of the software. We will regularly reevaluate its estimates to assess the adequacy of the recorded warranty liabilities and adjust the amounts as necessary. Product warranty costs have not been material to date. We have contracted with Speedwire at a flat rate of $50.00 per kiosk per month but service has not begun as we have not encountered in-field failures.



Property and Equipment



Property and equipment is stated at cost less depreciation. Depreciation is computed using the straight-line method over the estimated life of the asset of 5 years. Repairs and maintenance are expensed as incurred, while betterments and improvements are capitalized.



Long-Lived Assets



In accordance with FASB ASC Topic 360 Property, Plant, and Equipment, we record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts.



Fair Value of Financial Instruments



The fair values of our assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, Financial Instruments, approximate their carrying amounts presented in the accompanying balance sheets at October 31, 2011 and 2010.



Revenue Recognition



Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. In the event we should enter into contracts where it is obligated to deliver multiple products and/or services, total revenue will be generally allocated among the products based upon the sale price of each product when sold separately.



We may also license or lease its products (rather than effect outright sales of the same). Revenues derived from licenses or leases will be treated as subscriptions, with billings recorded as unearned revenue and recognized as revenue ratably over the billing coverage period. Our potential multiple year licensing/lease transactions may include the right to receive future updated improvements to its product line. Some multi-year licensing/lease arrangements may include a perpetual license for current products combined with rights to receive future improved/updated versions of such products. Online advertising revenue derived from the kiosks and signage will be recognized as advertisements as they are displayed. Costs related to our product line are recognized when the related revenue is recognized.



Advertising



We expense all advertising expenditures as incurred. Our advertising expenses were $ 0 and $26,345 for the years ended October 31, 2011 and 2010, respectively.



Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates.





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Recently Adopted Accounting Pronouncements



In April 2010, the FASB issued ASU No. 2010-13, Compensation - Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades, which addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. Topic 718 is amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entitys equity securities trades shall not be considered to contain a market, performance, or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies as equity classification. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. ASU No. 2010-13 is effective for interim and annual periods beginning on or after December 15, 2010 and is not expected to have a material impact on the Companys consolidated financial position or results of operations. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Companys financial statements.



On June 16, 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income (Topic 220), which requires companies to report total net income, each component of comprehensive income, and total comprehensive income on the face of the income statement, or as two consecutive statements. The components of comprehensive income will not be changed, nor does the ASU affect how earnings per share is calculated or reported. These amendments will be reported retrospectively upon adoption. The adoption of the ASU will be required for the Companys January 31, 2012 Form 10-Q filing, and is not expected to have a material impact on the Company.



In December 2010, FASB issued ASC ASU 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (Topic 350)  Intangibles  Goodwill and Other. ASU 2010-28 amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2, if qualitative factors indicate that it is more likely than not that goodwill impairment exists. Any impairment to be recorded upon adoption will be recognized as an adjustment to our beginning retained earnings. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Companys financial statements.



In January 2010, the FASB issued Accounting Standards Update 2010-06,Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements (ASU 2010-06), to require new disclosures related to transfers into and out of Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements. The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption of the additional requirements is not expected to have any financial impact on our financial statements.



2.

Fixed Assets



Furniture and equipment consist of the following:



October 31,20112010DescriptionKiosks$ 375,612$258,850Less: accumulated depreciation123,10525,885$ 252,507$232,965Depreciation expense for the year ended October 31, 2011 and 2010 totaled $ 97,221 and $25,885, respectively.





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3.

Stockholders Equity



Warrants



For the years ended October 31, 2011 and 2010, warrant activity was as follow:



Number of Warrants
    Weighted Average Exercise PriceOutstanding, Octobers 31, 2009
    GrantedExercisedExpired
    33,881,449 25,828,572 -                    -
    0.12 0.05 -                      -Outstanding, October 31, 2010
    
    59,710,021
    $0.13Exercisable warrants, October 31, 2010
    
    59,710,021
    $0.13Outstanding, Octobers 31, 2010
    GrantedExercisedExpired
    59,710,021 82,397,054 --
    0.13 0.04 -                      -Outstanding, October 31, 2011
    
    142,107,075
    $0.06Exercisable warrants, October 31, 2011
    
    142,107,075
    $0.06

4. Debt;



Bridge Loans



In February and March 2007, we entered into notes (Bridge Notes) with several unrelated parties totaling approximately $325,000.  The Bridge Notes were originally due on November 11, 2009 and incurred an interest rate of 12% per annum.



In August 2007, we entered into exchange agreements with the holders of $300,000 of the Bridge Notes, wherein the notes were to be converted into 3,000,000 shares of our common stock.  We originally expected these notes to be converted into common stock shares during the first or second quarter of the fiscal year ending October 31, 2011. One of the note holders converted his $25,000 note into 208,333 shares of common stock in December 2008.



In May and June of 2008, we entered into a new series of Bridge Notes with several unrelated parties totaling $470,000. The Bridge Notes were originally due six months from the date of issuance and incur interest at the rate of 10% per annum. On July 2, 2010, the Bridge Note was amended to extend the due date to December 1, 2010. The notes are convertible by the holder at any time at a conversion price equal to the per share price of a new issuance. In connection with the Bridge Notes, we also issued warrants to purchase 470,000 shares of our common stock at an exercise price $.15 and warrants to purchase 470,000 shares of our common stock at an exercise price of $.25, reduced to $.05 and $.15, respectively, by the July 2, 2010 Amendment to the Bridge Notes.  The warrants may be exercisable at any time for a period of 5 years.  In connection with the issuance of the warrants, we reflected a value for the warrants totaling $47,112; no value adjustment was reflected for the price reduction, as the value change was not material. The fair value of the warrant grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: expected volatility of 15%, risk free interest rate of 4.86%; and expected lives of 5 years. On December 1, 2010, we amended these notes to change the warrant exercise price to $.05. During the fiscal year ended October 31, 2010, we issued 3,047,800 common stock shares in connection with the Bridge Note amendments. During the year ended October 31, 2011, the company issued 43,097,752 shares of common stock in payment of accrued interest and principal. In November 2011 $50,000 was repaid to one of the outstanding note holders.



Round D Loans



Commencing May through October 2007, we entered into notes (Round D Notes) with several unrelated parties totaling approximately $2,916,000.  The Round D Notes incur interest at rates ranging from 12% to 14% per annum, payable semi-annually and are due 3 years from the date of issuance.  These notes were not paid by October 31, 2010.





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In connection with the Round D Notes, we also issued warrants to purchase 9,445,744 shares of our common stock at an exercise price of $.15.  The warrants may be exercisable at any time for a period of 5 years.  In connection with the issuance of the warrants, we have reflected a value for the warrants totalling $549,011.  The fair value of the warrant grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: expected volatility of 15%, risk free interest rate of 3.57%; and expected lives of 5 years. For the years ending October 31, 2011 and 2010 the company issued 48,372,496 and 13,606,592 shares of common stock respectively in payment of accrued interest and principal. In addition, note holders of $646,000 of the remaining $711,000 outstanding convertible notes, have agreed to extend the due dates of their notes until October 2012 and also to subordinate their notes to the new Senior Convertible Notes. In November 2011 $50,000 was repaid to one of the outstanding note holders.



Round E Loans



In April, July and August 2009, we entered into a series of convertible notes aggregating $170,000. The notes are due one year from the date of issuance and incur interest at the rate of 10% per annum.  In connection with the notes, we issued five year warrants to purchase 1,602,857 shares of our common stock at an exercise price of $.05 per share. The warrants may be exercisable at any time for a period of 5 years.  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. In October 2011 the company issued 4,230,240 shares in payment of all outstanding accrued interest and principal owed the note holders for this Round.



In March 2009, we obtained interest free advances from two of its officers totaling $40,000. In November 2011 one of these loans totaling $20,000 was repaid.



Round F Loans



In November 2009, January 2010 and March 2010, we entered into a series of convertible notes aggregating $419,000. The notes were originally due one year from the date of issuance at an interest rate of 10% per annum. In connection with the notes, we issued five year warrants to purchase 11,971,429 shares of our common stock at an exercise price of $.05 per share. The warrants may be exercisable at any time over period of 5 years.  In connection with the issuance of the warrants and conversion features, the Company has reflected a value totaling $236,417.  The fair value of the warrant grant was estimated on the date of the grant using the Black Scholes option-pricing model with the following weighted average assumptions: expected volatility of 15%, risk free interest rate of 2.068 to 2.60% and expected lives of 5 years. In October 2011 the company issued 12,641,938 shares in payment of all accrued interest and principal owed for this Round.



Round G Loans



In May through October 2010, we entered into a series of convertible notes aggregating $485,000. The notes were originally due one year from the date of issuance at an interest rate of 10% per annum. The interest is payable in cash or common shares at our discretion. The notes are convertible into common shares at a conversion price of $.035 per share. In connection with the notes, we issued five year warrants to purchase 13,857,143 shares of our common stock at an exercise price of $.05/share. Through October 31, 2010, we issued 2,900,157 shares of common stock in payment of accrued interest and principal. In connection with the issuance of the warrants and conversion features, we have reflected a value totaling $118,067. The fair value of the warrant grant was estimated on the date of grant using the Black-Sholes option-pricing model with the following weighted average assumptions: expected volatility of 15%, risk free interest rates between 1.23% and 2.03%, and expected lives of five years. In October 2011 the company issued 23,568,072 shares in payment of accrued interest and principal due all but one note holder.



Round H loan



In March 2011 the Company issued a convertible note aggregating $100,000. The note is due one year from the date of issuance and incurs interest at the rate of 10% per annum. The notes are convertible into common shares at a conversion price of $.035 per share. In connection with the notes, the Company issued five year warrants to purchase 2,857,143 shares of the Company's common stock at an exercise price of $.05 per share. In October 2011 the company issued 2,903,810 shares in payment of all accrued interest and principal owed for Round H.



For all of the debt financing describe above, the Company has the option to either pay the interest due in cash or in shares of our common stock.



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Cumulative Convertible Senior Notes



In October 2011, we completed a private placement of $1,462,500 aggregate principal amount of Cumulative Convertible Senior Notes (Senior Notes) and Warrants to certain investors, that included the Companys existing Series A Preferred Stockholders. The Senior Notes, which mature on October 24, 2012 (subject to a one-year extension under certain circumstances), 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 Senior Notes. Upon the conversion of the Companys remaining convertible debt, or upon the consent of a majority in principal amount of the Senior Notes, the Senior Notes will be converted into shares of Preferred Stock. The Senior Notes are secured obligations of Coupon Express and will bear interest at a rate of 7% per year.



The shares of Preferred Stock bear a cumulative dividend of 7% per annum. 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 the amount the holders of Preferred Stock would receive had they converted the Preferred Stock to Common Stock immediately prior to such event. Each share of Preferred Stock is convertible into 1,250,000 shares of the Companys Common Stock, subject to certain adjustments. The Certificate of Designation of the Preferred Stock provides that without the consent of a majority of the outstanding principal amount of Notes (or Series A Preferred Stock, if converted), the Company may not:



1.

amend the Articles of Incorporation, by-laws, Certificate of Designation or any other certificate of designation or file any new certificate of designation;

2.

issue any Common Stock, Preferred Stock, Common Stock Equivalents or other securities or amend the terms thereof;

3.

redeem any outstanding Common Stock, Preferred Stock, Common Stock Equivalents or other securities;

4.

incur or repay indebtedness for borrowed money;

5.

acquisitions or dispositions of material assets;

6.

enter into any acquisition, merger, consolidation, reorganization or similar transaction;

7.

create subsidiaries or other affiliates;

8.

dissolve, liquidate or wind up or file any petition under insolvency or bankruptcy laws;

9.

enter into any contract or arrangement with any present or former director, executive officer, shareholder, partner, member, employee or affiliate of the Company or any of its subsidiaries, or any of such Person's affiliates or immediate family members;

10.

change senior management of the Company;

11.

declare or pay dividends or declare or make other distributions other than the Base Dividends; or

12.

adopt or materially deviate from the business plan or budget adopted by the Board of Directors and (i) the holders of a majority of the Preferred Stock, voting as a separate class, or (ii) if a majority of the outstanding aggregate principal amount of Senior Notes shall not have been converted into Preferred Stock at such time, the holders of a majority of the then outstanding aggregate principal balance of the Senior Notes.



The Warrants are exercisable until October 24, 2016 at a price of $.04 per share (subject to certain adjustments) and entitle the holder to purchase 1,250,000 shares of the Companys Common Stock for each $25,000 of principal amount of Senior Notes. The investors have entered into an Investors Rights Agreement which among other things, provides for Board representation, registration rights, and certain provisions regarding future sales of securities by the Company.



In prior rounds of financing, the Company issued certain warrants, rights convertible into or exercisable or exchangeable for common stock (collectively the "Derivative Securities").  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 Purchase Agreement required the Company, within 90 days of the closing date, to obtain from the holders of the 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. In the event the Company is unable to obtain waivers from all of the holders of the Derivative Securities, the investors under the terms of the Purchase Agreement will be entitled to an adjustment of the conversion price, exercise price and the number of shares of common stock issuable to them under the Purchase Agreement.





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5. Commitments



Operating Leases



Real Estate



In our Colorado Springs office, we currently lease office space and equipment under a non-cancellable operating lease agreement that expires in November 2011. Our New York headquarters lease is month to month. The total rent expense for these operating leases were approximately $30,918 and $61,927 for the years ended October 31, 2010 and 2009, respectively.



Equipment



In June 2011 the Company entered into a Master Leasing Agreement with Yellow Box Leasing LLC. The terms of the agreement provide up to $1.25 million in equipment lease financing for Coupon Express Kiosks. The lease provides for the creation of sub-leases for each order of 25 Kiosks ordered. In September 2011 the Company received 25 new Kiosks with a value of $ 125,000. Terms of this sub-lease provide for payments of $140/month for each Kiosk over 3 years.



Minimum rental commitments at October 31, 2011 under all leases having a non-cancelable term of more than one year are shown below:



2012
    $36,0002013
    36,0002014
    32,100Total minimum lease payments
    $102,100Legal



The Company is involved in a dispute over a services contract. S.O.S. Resources (SOS) and its president claim that SOS fully performed under an agreement with the Company and is entitled to receive 3,110,000 shares of our registered common stock, and later asserted that they would seek a sum of $1,191,600 from the Company. 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.



6. Income Taxes



We have not filed federal or state tax returns for the years ended October 31, 2004 - 2010. We did not believe that we owed material federal or state taxes for these fiscal years as a result of our operating losses. At October 31, 2011, we had approximately $19.8 million of net operating losses (NOL) carryforwards for federal and state income purposes. These losses are available for future years and expire through 2031. Utilization of these losses may be severely or completely limited if we undergo an ownership change pursuant to Internal Revenue Code Section 382.



The deferred tax asset is summarized as follows:



October 31,2011
    2010Deferred tax assets:Net operating loss carryforward
    $6,622,000
    $4,951,933Accounts payable and accrued expenses not currently deductible
    116,000
    375,738Inventory reserved
    0
    96,120$6,738,000
    5,423,791Valuation allowance
    (6,738,000)
    (5,423,791)Net deferred income tax asset
    $—
    $—



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Generally accepted accounting principles requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is more likely than not. Realization of the future tax benefits is dependent on the Company's ability to generate sufficient taxable income within the carryforward period. Because of our history of operating losses, management has provided a valuation allowance equal to its net deferred tax assets.



7. Prior Period Adjustment



For the year ended October 31, 2010, we identified approximately $1.642 million of errors relating to an overstatement primarily of accounts payable, accrued expenses and other balance sheet items from the year ended October 31, 2009; $1.144 million was disclosed in the quarter ended July 31, 2010. Accordingly, the balance sheet for October 31, 2010 presented in this Form 10-K has been adjusted to reduce accounts payable , accrued expenses and other balance sheet accounts by the $1.642 million; a corresponding entry was recorded to reduce previously reported accumulated deficit by the same amount.



8. Subsequent Events



Subsequent to October 31, 2011, the company made cash payments of $202,716 in satisfaction of principal and interest owed for certain note holders in Rounds D, G and Bridge and also the company purchased additional Kiosks for $155,000.



Management had evaluated subsequent events through January 16, 2012, the date of which the financial statements were available to be issued.











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