UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

FORM 10-K/A

|                                           |                                                                                          
|------------------------------------------ | -----------------------------------------------------------------------------------------
|þ                                          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934    
|                                           |                                                                                          
|For the fiscal year ended October 31, 2009
|OR                                        
|o                                          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934
|                                           |                                                                                          
|                                           | For the transition period from to                                                        

Commission file number: 0-20317

PSI CORPORATION(Exact Name of Registrant as Specified in Its Charter)

|                         |                                     
|------------------------ | ------------------------------------
|Nevada                   | 88-0270266                          
|(State of incorporation) | (I.R.S. Employer Identification No.)

|                                        |           
|--------------------------------------- | ----------
|7222 Commerce Center Drive, Suite 210,  | 80919     
|Colorado Springs, Colorado              |           
|(Address of principal executive office) | (Zip Code)

(914) 371-2441(Registrants telephone number, including area code)

Securities registered under Section 12(b) of
the Act:

None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 Par

Indicate
by check mark whether 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 whether the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. Yes o No þ

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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 o No þ

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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-KA or any amendment to
this Form 10-K/A. 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 o |  | Accelerated
 filer o |  | Non-accelerated
 filer o |  | Smaller
 reporting company þ

Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ

The
aggregate market value of the voting stock held by non-affiliates of the
registrant based upon the closing price of the Companys Common Stock on June
21, 2010 was $5.6 million. Shares of Common Stock held by each executive
officer and director and by each person or group who owns 10% or more of the
outstanding Common Stock at June 21, 2010 have been excluded. Exclusion of such
shares should not be construed to indicate that any such person possesses the
power, direct or indirect, to direct or cause the direction of the management
or policies of the registrant or that such person is controlled by or under
common control with the registrant.

On
September 28, 2010, there were 123,142,798 shares of the registrants common
stock outstanding.

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Explanatory Note

This Form
10-K/A is being filed as Amendment No. 1 to our Annual Report of Form 10-K for
the fiscal year ended October 31, 2009 (Original Annual Report), in response
to communications received from the Securities and Exchange Commission (the
Commission). Filed with this amendment are the certifications, filed as
exhibits 31 and 32, to conform to the requirements of Item 601(b)(31) of
Regulation S-K, dated as of the date of the filing of this Amendment. Except
for the amended disclosure set forth below, this Form 10-K/A has not been
updated to reflect events that occurred after June 24, 2010 the filing date of
the Original Annual Report. Accordingly, this Form 10-K/A should be read in
conjunction with our filings made with the Commission subsequent to the filing
of the Original Annual Report.

|             |  |                                                                                    |  |                           |  |                   |  |                 
|------------ |  | ---------------------------------------------------------------------------------- |  | ------------------------- |  | ----------------- |  | ----------------
|             |  |                                                                                    |  | Incorporated by Reference |  |                  
|             |  |                                                                                    |  |                           |  |                   |  |                 
|Exhibit
 No. |  | Description                                                                        |  | Form                      |  | Date of Filing    |  | Filed 
 Herewith
|             |  |                                                                                    |  |                           |  |                   |  |                 
|3.1          |  | Certificate
 of Incorporation                                                      |  | 10-K                      |  | March 9,
 2006    |  |                 
|             |  |                                                                                    |  |                           |  |                   |  |                 
|3.2          |  | Bylaws                                                                             |  | 10-K                      |  | March 9,
 2006    |  |                 
|             |  |                                                                                    |  |                           |  |                   |  |                 
|4.1          |  | Form of
 Common Stock Certificate                                                  |  | 10-K                      |  | March 9,
 2006    |  |                 
|             |  |                                                                                    |  |                           |  |                   |  |                 
|10.1         |  | Office Lease
 Agreement                                                            |  | 10-K                      |  | October 27,
 2008 |  |                 
|             |  |                                                                                    |  |                           |  |                   |  |                 
|21.1         |  | Subsidiaries
 of the Company                                                       |  | 10-K                      |  | June 24,
 2010    |  |                 
|             |  |                                                                                    |  |                           |  |                   |  |                 
|23.1         |  | Consent of
 Seligson & Giannattasio, Independent Registered Public Accounting Firm |  | 10-K                      |  | June 24,
 2010    |  |                 
|             |  |                                                                                    |  |                           |  |                   |  |                 
|31.1         |  | Certification
 pursuant to Section 302 of the Sarbanes- Oxley Act of 2002          |  |                           |  |                   |  | X               
|             |  |                                                                                    |  |                           |  |                   |  |                 
|32.1         |  | Certification
 pursuant to Section 906 of the Sarbanes- Oxley Act of 2002          |  |                           |  |                   |  | X               

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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.

|                         |                                                                                                 
|------------------------ | ------------------------------------------------------------------------------------------------
|                         | PSI
 Corporation                                                                                
|                         |                                                                                                 
|                         | /s/ Eric Kash                                                                                   
|                         |                                                                                                 
|Dated:
 October 11, 2010 | Eric Kash                                                                                       
|                         |                                                                                                 
|                         | Chief Executive Officer and Chief Financial
 Officer (principal executive and financial officer)

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.

|                       |  |                                                      |  |                 
|---------------------- |  | ---------------------------------------------------- |  | ----------------
|Signature              |  | Title                                                |  | Date            
|                       |  |                                                      |  |                 
|                       |  |                                                      |  |                 
|/s/ Eric
 Kash         |  | Chief
 Executive Officer and Chief Financial Officer |  | October 11, 2010
|                       |  |                                                      |  |                 
|Eric Kash              |  | (Principal
 Executive and Financial Officer)         |  |                 
|                       |  |                                                      |  |                 
|/s/ Herbert
 B. Soroca |  | Director                                             |  | October 11, 2010
|                       |  |                                                      |  |                 
|Herbert B.
 Soroca     |  |                                                      |  |                 

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