****


**U.S.
      Securities and Exchange Commission**


Washington,
      DC 20549




**Form
      10-KSB**





ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED




**March
      31, 2008**




Commission
      File Number 000-27019




**TheRetirementSolution.com,
      Inc.**


(Name
      of
      small business issuer as specified in its charter)





Nevada
            
            87-0369205(State
                or other jurisdiction of incorporation)
            
            (I.R.S.
                Employer Identification No.)





110
                William Street, 22ND Floor
              New
                York, New York 10038(Address
                of principal executive offices)




Issuer’s
      telephone number: (212)227-2242




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 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 x




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in the definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. x




Indicate
      by checkmark whether the Registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act). Yes o No x




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. $29,263,989 based on the average closing
      bid and asked prices on June 30 th 2008.




State
      issuer’s revenue for its most recent fiscal year. $971,520




As
      of
      August 14 ,
      2008,
      there were 254,469,473 shares of the common stock, par value $.001 per share,
      outstanding.




Documents
      incorporated by reference: None




Transitional
      Small Business Disclosure Format (check one): Yes o No x









FORM
      10-KSB




FOR
      THE
      FISCAL YEAR ENDED MARCH 31, 2008





INDEX





PagePART
                I
            
            
            
            2ITEM
                1.
            
            DESCRIPTION
                OF BUSINESS
            
            4ITEM
                1A
            
            RISK
                FACTORS
            
            4ITEM
                2.
            
            DESCRIPTION
                OF PROPERTY
            
            10ITEM
                3.
            
            LEGAL
                PROCEEDINGS
            
            10ITEM
                4.
            
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            10PART
                II
            
            
            
            11ITEM
                5.
            
            MARKET
                FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS
            
            11ITEM
                6.
            
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            
            12ITEM
                7
            
            FINANCIAL
                STATEMENTS
            
            20ITEM
                8
            
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            
            20TEM
                8A
            
            CONTROLS
                AND PROCEDURES
            
            21TEM
                8B.
            
            OTHER
                INFORMATION
            
            21PART
                III
            
            
            
            22ITEM
                9.
            
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE
                GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                ACT
            
            22ITEM
                10.
            
            EXECUTIVE
                COMPENSATION
            
            23ITEM
                11.
            
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            
            26ITEM
                12.
            
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
                INDEPENDENCE
            
            26ITEM
                13.
            
            EXHIBITS
            
            27ITEM
                14.
            
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            
            28




1





**FORWARD-LOOKING STATEMENTS**





***CERTAIN
      STATEMENTS IN THIS ANNUAL REPORT MAY CONSTITUTE “FORWARD LOOKING STATEMENTS”.
      WHEN THE WORDS “BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES” AND
      SIMILAR EXPRESSIONS ARE USED, THEY IDENTIFY FORWARD-LOOKING STATEMENTS. THESE
      FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND
      ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN
      AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL
      RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT
      FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
      THESE FORWARD-LOOKING STATEMENTS. INFORMATION CONCERNING FACTORS THAT COULD
      CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING
      STATEMENTS CAN BE FOUND IN OUR PERIODIC REPORTS FILED WITH THE SECURITIES AND
      EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE REVISIONS
      TO
      THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES
      OR
      REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.***





**PART
      I**





**ITEM
      1.   DESCRIPTION OF BUSINESS.**





**Corporate
      History**




The
      Company was incorporated in the state of Nevada on August 1, 2005. Effective
      September 18, 2006, the Company changed its name to TheRetirementSolution.com,
      Inc.





**Industry
      Overview**





In
      recent
      years, many investors have taken greater personal control of their investment
      activities, bypassing traditional brokers to trade with online brokerage firms
      and performing their own financial and investment research, often using the
      Internet. The Internet provides retail investors with easy access to information
      that once was readily available only to investment professionals, such as timely
      market news, intraday and historical quotes, charts, company filings with the
      Securities and Exchange Commission, equity research and analysts’ earnings
      estimates. However, while vast quantities of investment information are now
      available, insight and expertise to make sense of it remains essential and
      not
      readily available to small retail investors.




Also
      during these past years, the business environment for financial services and
      financial education has been in a phase of growth and expansion. Significantly,
      according to a Securities and Exchange Commission Special Study: On-Line
      Brokerage: Keeping Apace of Cyberspace
      (http://www.sec.gov/news/studies/cyberspace.htm ) “Recent advances in
      information technology - particularly the Internet - are revolutionizing
      commerce. The securities industry, most significantly on-line brokerage, is
      at
      the forefront of this revolution  On-line brokerage has significantly
      changed the dynamics of the marketplace, causing one of the biggest shifts
      in
      individual investors' relationships with their brokers since the invention
      of
      the telephone. For the first time ever, investors can - from the comfort of
      their own homes - access a wealth of financial information on the same terms
      as
      market professionals, including breaking news developments and market data.
      In
      addition, on-line brokerage provides investors with tools to analyze this
      information, such as research reports, calculators, and portfolio analyzers.
      Finally, on-line brokerage enables investors to act quickly on this
      information.”


Supporting
      this growing demand is efficient access to financial information and tools
      driven by advancements in information technology and lower costs of acquiring
      the necessary tools. In our opinion, this sector contains three main categories:
      financial information, financial education and data.





According
      to a 2005 survey by the Investment Company Institute and Securities Industry
      Association, the number of U.S. households that own stocks, either directly
      or
      through a mutual fund or retirement plan, has increased to approximately
      57,000,000 households, compared to 40,000,000 in 1995 and 16,000,000 in 1983.
      Financial information is readily accessed from sources such as cable TV channels
      and online news providers, while financial education can be accessed from the
      likes of online brokers. While it is difficult to quantify the size of the
      addressable market for financial education and financial information, we believe
      it is likely to keep growing into the future as more and more investors elect
      to
      make their own financial decisions.




**Business**





**Description
      of TRES**




TRES
      was
      initially formed for the purpose of marketing and selling the products and
      services of StockDiagnostics.com, Inc., which is also a subsidiary of Newsgrade
      Corporation, an affiliate, and the largest shareholder, of TRES. In 2007, a
      new
      chief executive officer was installed and a strategy was developed to create
      and
      market a diverse portfolio of products and services for the financial education
      and financial information industry. This strategy included strategic
      acquisitions, such as the recent acquisitions of Razor Data, LLC and Investment
      Tools and Training, LLC, which have provided the Company with an integrated
      platform in which it can market and deliver investor education products and
      investor services.




2




**Business
      Overview**




The
      Company’s business structure is designed to generate revenue from several
      distinct divisions; marketing and sales of investor education products under
      the
      InvestView brand; financial information delivery services through its Razor
      Data
      subscription based business; and TRES’ investment portfolio services driven by
      Stock Diagnostics through a subscriber base. The Company believes that by
      offering financial information, financial education and portfolio services
      in
      one integrated operating platform it has a viable business
      strategy.





The
      Company’s unique offerings include:


·  Comprehensive
        program of financial education content and delivery channels;
 ·  Ready
        portfolios that are proven and have performed ahead of major indexes to
        date;
 ·  In–house
        developed tools with actionable trading indicators;
 ·  Capability
        to distribute financial news, publishing of financial information in multiple languages
        and access to Stock Diagnostics tools;
 ·  Access
        to
        international on-line distribution of financial education
        materials.


The
      Company aligns a complete range of investor education products, research,
      analysis, financial news and financial information publishing. The company
      believes that this integrated business model will broaden client reach, increase
      customer retention and create recurring revenue from our customer
      base.





**Recent
      Acquisitions**





*Investment
      Tools & Training, LLC*


The
      Company recently acquired Investment Tools & Training, LLC, which brings a
      highly experienced management team into the Company and an on-line investor
      education and distribution system as well as traditional distribution through
      partners. The Company benefits by having acquired experienced management
      immediately, which assures a deep bench of talent with a successful multi-year
      track record in this industry.





*Razor
      Data, LLC*


The
      Company also recently acquired Razor Data, LLC, which brings a robust technology
      platform into the Company where virtually no capital needs to be invested in
      the
      execution of the Company’s business strategy. Razor Data brings experienced
      technology and operations management and a highly capable development team.
      Since it began operations five years ago, Razor Data has realized dramatic
      growth in its subscriber base as a low cost provider, and has achieved
      profitability in each year of its operations. In addition to its active user
      base, it has a marketing database of 90,000 potential product
      customers.





**Portfolio
      Services**




The
      Company exclusively markets and sells via subscriptions proprietary portfolios
      developed and compiled by our staff in collaboration with recognized industry
      experts supported by the use of StockDiagnostics.com as well as fundamental
      and
      technical analysis. StockDiagnostics.com is a quantitative analysis or computer
      application driven stock market independent research company that provides
      certain proprietary Operational Cash Flow per share diagnostics charts and
      stock
      selection. Through the Company’s website, subscribers can access these unique
      portfolios and use StockDiagnostics.com’s Operational Cash Flow diagnostic
      charts to diagnose and monitor the health of over 10,000 public U.S. companies.
      Management believes that the Operational Cash Flow fundamental analysis metric
      is a better leading indicator than earnings per share. Our subscribers can
      elect
      to use these turn-key or ready-made small, mid and large cap portfolios that
      are
      provided by the Company. The portfolios have been in existence since June 2005
      and have an excellent documented performance record. Subscribers can also use
      the proprietary Operational Cash Flow diagnostics charts to choose stocks to
      create their own custom portfolios. The ready-made portfolios are supported
      by
      back tested algorithms, which are used to make automated buy, sell and hold
      recommendations. The portfolios are actively managed and monitored.
      Subscriptions include regular email updates or alerts on changes (deletions
      and
      additions) of the companies in the portfolio as market conditions
      change.





**Competition**





The
      company faces competition for subscribers from all forms of financial news
      and
      information sources, including print publications, television and radio, and
      other internet information services providers. The financial services sector
      is
      diverse, growing and characterized by rapid change where there are no dominant
      players. Competitors in this sector have unique attributes and a dominant player
      has yet to emerge. Despite rapid expansion, the broad sector penetration is
      still relatively in the early stages, competitors offer different products
      and
      services and success is characterized by speed to market and uniqueness of
      its
      offering. There are a multitude of providers for online financial information,
      each using their own analysis methods and research tools. Our competitors
      include Edgar Online, BankRate.com, TheStreet.com and Morningstar, Swim group,
      optionsXpress and others. Competition may result in price reductions, decreased
      gross margins and loss of market share. Certain of our competitors have greater
      financial and other resources than we have.




3




**Intellectual**  **Property**




Our
      success depends in part on our proprietary technology and know-how, and to
      a
      great degree on our ability to broadly market our products to our potential
      customers and gain their acceptance of those products. The Company owns, through
      its acquisitions of Investment Tools & Training and Razor Data (1) all the
      financial education products and education and teaching modules in both on-line
      and physical forms which it markets, sells and delivers through its businesses,
      (2) all technical tools, presentations, charts, analyses, strategies, customer
      teaching and support methodologies, subscription services delivery content
      and
      systems, and (3) all marketing knowhow, product names and brands, logos, names
      descriptors, url’s, private labeling capability. Our success also depends in
      part on the proprietary technology and know-how of Stockdiagnostics.com’s
      portfolio selection system. Stockdiagnostics.com has filed patent applications
      with the United States Patent and Trademark Office for several of its unique
      analytical processes.





**Government
      Regulation**





We
      do not
      provide securities brokerage or investment advisory services and do not require
      any representative distributing the services of StockDiagnostics.com to conduct
      itself as an investment advisor or broker. We in fact encourage all
      representatives and users of our information services to seek unrelated
      investment professionals for securities related activities. Because we have
      positioned the Company as a knowledge provider and educator in augmenting a
      user’s informed decisions and not a conductor of investment decisions nor a
      representative of investment services our activities are not considered within
      the scope of the securities industry regulation.





We
      are
      subject to government regulation in connection with securities laws and
      regulations applicable to all publicly owned companies, as well as laws and
      regulations applicable to businesses generally. We are also increasingly subject
      to government regulation and legislation specifically targeting Internet
      companies, such as privacy regulations adopted at the local, state, national
      and
      international levels and taxes levied at the state level. Due to the increasing
      popularity and use of the Internet, enforcement of existing laws, such as
      consumer protection regulations, in connection with Web-based activities has
      become more aggressive, and it is expected that new laws and regulations will
      continue to be enacted at the local, state, national and international levels.
      Such new legislation, alone or combined with increasingly aggressive enforcement
      of existing laws, could inhibit the growth in use of the Internet and decrease
      the acceptance of the Internet as a communications and commercial medium, which
      could in turn decrease the demand for our services or otherwise have a material
      adverse effect on our future operating performance and business.





**Employees**




TRES
      has
      24 employees. TRES has not experienced any work stoppages and TRES considers
      relations with its employees to be good.




ITEM
      1A.
      RISK FACTORS




***You
      should carefully consider the following material risk factors as well as all
      other information set forth or referred to in this report before purchasing
      shares of our common stock. Investing in our common stock involves a high degree
      of risk. The Company believes all material risk factors have been presented
      below. If any of the following events or outcomes actually occurs, our business
      operating results and financial condition would likely suffer. As a result,
      the
      trading price of our common stock could decline, and you may lose all or part
      of
      the money you paid to purchase our common stock.***




**Risks
      Related to our Business**




***We
      have a limited operating history, and therefore there
      is*** ***a high risk of potential business failure unless we can overcome the various
      obstacles inherent to an early stage business.***




We
      have
      only limited prior business operations. Because of our limited operating
      history, you may not have adequate information on which you can base an
      evaluation of our business and prospects. Investors should be aware of the
      difficulties, delays and expenses normally encountered by an enterprise in
      its
      early stage , many of which are beyond our control, including unanticipated
      research and development expenses, employment costs, and administrative
      expenses. We cannot assure our investors that our proposed business plans as
      described herein will materialize or prove successful, or that we will be able
      to finalize development of our products or operate profitably.




***We
      have incurred substantial operating losses since inception
      (*** ***August
      1, 2005) and we may never achieve profitability.***




From
      our
      inception on August 1, 2005 through March 31, 2008, we have incurred cumulative
      losses of $13,670,628. As a result of the start-up nature of our business,
      we
      expect to continue to incur substantial expenses. There can be no assurance
      that
      we will achieve profitability in the immediate future or at any
      time.




We
      do not
      expect to be profitable in 2008, during which time we will engage primarily
      in
      marketing our products.




Our
      cash
      balance on March 31, 2008 was $179,829 and our average cash burn for the year
      ended March 31, 2008 was approximately $166,870 per month. As of the date of
      this filing, we have minimal operating capital to continue our business and
      marketing initiatives for the next twelve months. As a result, the Company
      is
      actively seeking to secure additional working capital through the sale of its
      securities.




4




***Our
      independent auditors have expressed substantial doubt about our ability to
      continue as a going concern.***





In
      their
      audit opinion issued in connection with our consolidated balance sheets as
      of
      March 31, 2008 and our related consolidated statements of operations,
      stockholders’ equity, and cash flows for the year ended March 31, 2008, our
      auditors have expressed substantial doubt about our ability to continue as
      a
      going concern given our recurring net losses, negative cash flows from
      operations, planned spending levels and the limited amount of funds on our
      balance sheet.  We have prepared our financial statements on a going
      concern basis, which contemplates the realization of assets and the satisfaction
      of liabilities and commitments in the normal course of business.  The
      consolidated financial statements do not include any adjustments that might
      be
      necessary should we be unable to continue in existence.




***Given
      our historical financial losses and current financial*** ***condition we
      will need additional financing to execute our business plan for the fiscal
      year
      ending March 31, 2009. Our inability to obtain sufficient additional capital
      could reduce the value the market currently places on our common
      stock.***




We
      have
      no current commitment for such future funding and there can be no assurance
      that
      additional capital will be available on terms acceptable to us, or at all.
      Selling additional stock would dilute the equity interests of our stockholders.
      Further, if we sell stock at a price lower than the conversion price of the
      Notes held by the selling stockholders, the number of shares of our common
      stock
      issuable upon conversion of those Notes will automatically increase, thereby
      further diluting the equity interests of our stockholders. If we are unable
      to
      secure additional capital, we will be forced to reduce our investment in
      development and commercialization efforts, which will impair our ability to
      execute our plans. .




We
      used
      cash of $2,002,429 in operating activities for the fiscal year ended March
      31,
      2008 and, expect to use $3,000,000 in the fiscal year ending March 31,
      2009.




***The
      Company is currently in default under its convertible promissory notes and
      the
      investors have the right to commence an action to collect the amounts
      due.***




In
      connection with a private placement the Company completed on May 8, 2007, the
      Company issued convertible promissory notes to the investors which became due
      on
      August 31, 2007. The Company has failed to make payment of the amounts
      outstanding and the investors therefore have the right to bring an action to
      collect the outstanding amounts under such convertible promissory notes. As
      of
      the date of this filing, the investors have not declared a default by the
      Company, although there can be no assurance that they will not declare a default
      in the future.




***We
      may not be able to manage our growth effectively, which could slow or prevent
      our ability to achieve profitability.***




The
      ability to manage and operate our business as we execute our development and
      growth strategy will require effective planning. Significant rapid growth could
      strain our internal resources and delay or prevent our efforts to achieve
      profitability. We expect that our efforts to grow will place a significant
      strain on our personnel, management systems, infrastructure and other resources.
      Our ability to manage future growth effectively will also require us to
      successfully attract, train, motivate, retain and manage new employees and
      continue to update and improve our operational, financial and management
      controls and procedures. If we do not manage our growth effectively slower
      growth is likely to occur and thereby slowing or negating our ability to achieve
      and sustain profitability.




***We
      may not be able to fully protect our proprietary rights and we may infringe
      the
      proprietary rights of others which could result in costly
      litigation.***




Our
      future success depends on our ability to protect and preserve the proprietary
      rights related to our products. We cannot assure you that we will be able to
      prevent third parties from using our intellectual property rights and technology
      without our authorization. The Company intends to pursue aggressively all
      efforts to obtain patent protection for our technology. The Company also relies
      on trade secrets, common law trademark rights and trademark registrations,
      as
      well as confidentiality and work for hire, development, assignment and license
      agreements with employees, consultants, third party developers, licensees and
      customers. Our protective measures for these intangible assets afford only
      limited protection and may be flawed or inadequate.




Policing
      unauthorized use of our technology is difficult and some foreign laws do not
      provide the same level of protection as U.S. laws. Litigation may be necessary
      in the future to enforce our intellectual property rights, to protect our trade
      secrets or patents that we may obtain, or to determine the validity and scope
      of
      the proprietary rights of others. Such litigation could result in substantial
      costs and diversion of resources and have a material adverse effect on our
      future operating results.




In
      recent
      years, there has been significant litigation in the United States involving
      patents and other intellectual property rights. In particular, there has been
      an
      increase in the filing of suits alleging infringement of intellectual property
      rights, which pressure defendants into entering settlement arrangements quickly
      to dispose of such suits, regardless of their merits. Other companies or
      individuals may allege that we infringe on their intellectual property rights.
      Litigation, particularly in the area of intellectual property rights, is costly
      and the outcome is inherently uncertain. In the event of an adverse result,
      we
      could be liable for substantial damages and we may be forced to discontinue
      our
      use of the subject matter in question or obtain a license to use those rights
      or
      develop non-infringing alternatives.




5




***The
      industry in which the Company operates is highly competitive and has low
      barriers to entry. Increased competition would make profitability even more
      difficult to achieve.***





The
      Company competes with many providers of business and financial information
      including INVESTools,
      optionsXpress, Bloomberg, S&P’s Capital IQ, Dun & Bradstreet, Reuters,
      Standard & Poor’s, Thompson Financial, 10-K Wizard, MSN, Yahoo!,
      TheStreet.com among others. Its industry is characterized by low barriers to
      entry, rapidly changing technology, evolving industry standards, frequent new
      product and service introductions and changing customer demands. Many of its
      existing competitors have longer operating histories, name recognition, larger
      customer bases and significantly greater financial, technical and marketing
      resources than the Company does. Current competitors or new market entrants
      could introduce products with features that may render the Company’s products
      and services obsolete or uncompetitive. To be competitive and to serve its
      customers effectively, the Company must respond on a timely and cost-efficient
      basis to changes in technology, industry standards and customer preferences.
      The
      cost to modify its products, services or infrastructure in order to adapt to
      these changes could be substantial and the Company cannot be sure that it will
      have the financial resources to fund these expenses. Increased competition
      could
      result in reduced operating margins, as well as a loss of market share and
      brand
      recognition. If these events occur, they could have a material adverse effect
      on
      the Company’s revenues.




***O*** ***ur
      business could be negatively affected by any adverse economic developments
      in
      the securities markets and/or the economy in general.***




We
      depend
      on the interest of individuals in obtaining financial information and securities
      trading strategies to assist them in making their own investment decisions.
      Significant downturns in the securities markets or in general economic
      conditions may cause individuals to be reluctant to make their own investment
      decisions and thus decrease the demand for our products.




***The
      Company is dependent on a third party for the supply of some of its products
      and
      any conflicts with this party may prevent it from commercializing its
      products.***





The
      Company is dependent on Stockdiagnostic.com for its portfolio publishing
      business unit and does not control this third party, nor is it able to control
      the amount of time and effort they put forth on its behalf. It is possible
      that
      Stockdiagnostic.com may not perform as expected, and that they may breach or
      terminate their agreements with the Company. It is also possible that they
      may
      choose to provide services to a competitor. Any failure of Stockdiagnostic.com
      to provide the Company with the services for which it has contracted could
      prevent the Company from commercializing its portfolio subscription products
      or
      delay market introduction.





***The
      Company may encounter risks relating to security or other system disruptions
      and
      failures that could reduce the attractiveness of its sites and that could harm
      its business.***





Although
      the Company has implemented various security mechanisms, its business is
      vulnerable to computer viruses, physical or electronic break-ins and similar
      disruptions, which could lead to interruptions, delays or loss of data. For
      instance, because a portion of its revenue is based on individuals using credit
      cards to purchase subscriptions over the Internet and a portion from advertisers
      who seek to encourage people to use the Internet to purchase goods or services,
      the Company’s business could be adversely affected by these break-ins or
      disruptions. Additionally, its operations depend on its ability to protect
      systems against damage from fire, earthquakes, power loss, telecommunications
      failure, and other events beyond the Company’s control. Moreover, the Company’s
      website may experience slower response times or other problems for a variety
      of
      reasons, including hardware and communication line capacity restraints, software
      failures or during significant increases in traffic when there have been
      important business or financial news stories and during the seasonal periods
      of
      peak SEC filing activity. These strains on its systems could cause customer
      dissatisfaction and could discourage visitors from becoming paying subscribers.
      The Company’s websites could experience disruptions or interruptions in service
      due to the failure or delay in the transmission or receipt of information from
      Stockdiagnostics.com. These types of occurrences could cause users to perceive
      its website and technology solutions as not functioning properly and cause
      them
      to use other methods or services of its competitors. Any disruption resulting
      from these actions may harm the Company’s business and may be very expensive to
      remedy, may not be fully covered by our insurance and could damage its
      reputation and discourage new and existing users from using its products and
      services. Any disruptions could increase costs and make profitability even
      more
      difficult to achieve.





***The
      Company could face liability and other costs relating to storage and use of
      personal information about its users.***





Users
      provide the Company with personal information, including credit card
      information, which it does not share without the user’s consent. Despite this
      policy of obtaining consent, however, if third persons were able to penetrate
      the Company’s network security or otherwise misappropriate its users’ personal
      or credit card information, it could be subject to liability, including claims
      for unauthorized purchases with credit card information, impersonation or other
      similar fraud claims, and misuses of personal information, such as for
      unauthorized marketing purposes. New privacy legislation may further increase
      this type of liability. Furthermore, the Company could incur additional expenses
      if additional regulations regarding the use of personal information were
      introduced or if federal or state agencies were to investigate our privacy
      practices.




6




***Legal
      uncertainties and government regulation of the Internet could adversely affect
      the Company’s business.***





Many
      legal questions relating to the Internet remain unclear and these areas of
      uncertainty may be resolved in ways that damage the Company’s business. It may
      take years to determine whether and how existing laws governing matters such
      as
      intellectual property, privacy, libel and taxation apply to the Internet. In
      addition, new laws and regulations that apply directly to Internet
      communications, commerce and advertising are becoming more prevalent. As the
      use
      of the Internet grows, there may be calls for further regulation, such as more
      stringent consumer protection laws.





These
      possibilities could affect the Company’s business adversely in a number of ways.
      New regulations could make the Internet less attractive to users, resulting
      in
      slower growth in its use and acceptance than is expected. The Company may be
      affected indirectly by legislation that fundamentally alters the practicality
      or
      cost-effectiveness of utilizing the Internet, including the cost of transmitting
      over various forms of network architecture, such as telephone networks or cable
      systems, or the imposition of various forms of taxation on Internet-related
      activities. Complying with new regulations could result in additional cost
      to
      the Company, which could reduce its profit margins or leave it at risk of
      potentially costly legal action.




***Our
      future success depends on retaining our existing key employees and hiring and
      assimilating new key employees. The loss of key employees or the inability
      to
      attract new key employees could limit our ability to execute our growth
      strategy, resulting in lost sales and a slower rate of
      growth.***




Our
      success depends in part on our ability to retain key employees including our
      executive officers. Although we have certain employment agreements in effect
      with our executives, each executive can terminate his or her agreement generally
      with 90 days notice. It would be difficult for us to replace any one of these
      individuals. In addition, as we grow we will need to hire additional key
      personnel. We may not be able to identify and attract high quality employees
      or
      successfully assimilate new employees into our existing management
      structure.




**Risks
      Related to Our Common Stock**




***We
      have a history of operating losses and expect to report future losses that
      may
      cause our stock price to decline.***




For
      the
      operating period since inception (August 1, 2005) through March 31, 2008, we
      have incurred a net cumulative loss of $13,670,628. We expect to continue to
      incur losses as we spend additional capital to market our products and establish
      our infrastructure and organization to support anticipated operations. Our
      net
      loss for the year ended March 31, 2008 was $7,374,409. We cannot be certain
      whether we will ever be profitable, or if we do, that we will be able to
      continue to be profitable. Also, any economic weakness or global recession
      may
      limit our ability to market our products. Any of these factors could cause
      our
      stock price to decline and result in you losing a portion or all of your
      investment.




***We*** ***will need to raise additional capital. If we are unable to raise additional
      capital, our business may fail.***




Because
      are revenues are not yet sufficient to cover all our expenses of operation
      and
      fund our growth, we need to secure on-going funding. If we are unable to obtain
      adequate additional financing, we may not be able to successfully market and
      sell our products, our business operations will most likely be discontinued
      and
      we will cease to be going concern. To secure additional financing, we may need
      to borrow money or sell more securities. Under these circumstances, we may
      be
      unable to secure additional financing on favorable terms or at all. Selling
      additional stock, either privately or publicly, would dilute the equity
      interests of our stockholders. If we borrow money, we will have to pay interest
      and may also have to agree to restrictions that limit our operating flexibility.
      If we are unable to obtain adequate financing, we may have to curtail business
      operations which would have a material negative effect on operating results
      and
      most likely result in a lower stock price.




7




***Our
      common stock has experienced in the past, and is expected to experience in
      the
      future, significant price and volume volatility, which substantially increases
      the risk that you may not be able to sell your shares at or above the price
      that
      you pay for the shares.***




Certain
      factors, some of which are beyond our control, that may cause our share price
      to
      fluctuate significantly include, but are not limited to, the
      following:




·
            variations
                in our quarterly operating results;·
            our
                ability to complete the research and development of our
                technologies;·
            the
                development of a future market for our products;·
            changes
                in market valuations of similar companies;·
            additions
                or departures of key personnel; and·
            fluctuations
                in stock market price and volume.




Additionally,
      in recent years the stock market in general, and the Over-the-Counter Bulletin
      Board and technology stocks in particular, have experienced extreme price and
      volume fluctuations. In some cases these fluctuations are unrelated or
      disproportionate to the operating performance of the underlying company. These
      market and industry factors may materially and adversely affect our stock price
      regardless of our operating performance. The historical trading of our common
      stock is not necessarily an indicator of how it will trade in the future and
      our
      trading price as of the date of this prospectus is not necessarily an indicator
      of what the trading price of our common stock might be in the future. In the
      past, class action litigation has often been brought against companies following
      periods of volatility in the market price of those companies’ common stock. If
      we become involved in this type of litigation in the future it could result
      in
      substantial costs and diversion of management attention and resources, which
      could have a further negative effect on your investment in our
      stock.




***Shares
      of our common stock may be subject to price illiquidity and volatility because
      our shares may continue to be thinly traded and may never become eligible for
      trading on Nasdaq or a national securities exchange.***




Although
      a trading market for our common stock exists, the trading volume has not been
      significant and an active trading market for our common stock may never develop.
      There currently is no analyst coverage of our business. During the period from
      March 31, 2007 through March 31, 2008, the average daily trading volume of
      our
      common stock was approximately 106,200 shares
      (or approximately 0.02% of the
      shares currently available in the market). The trading volume of our shares
      will
      continue to be limited due to resale restrictions under applicable securities
      laws and the fact that approximately 55% of our outstanding shares are held
      by officers, directors and stockholders holding greater than a 5% interest
      in
      the Company. As a result of the limited trading market for our common stock
      and
      the lack of analyst coverage, the market price for our shares may continue
      to
      fluctuate significantly and will likely be more volatile than the stock market
      as a whole. There may be a limited demand for shares of our common stock due
      to
      the reluctance or inability of certain investors to buy stocks quoted for
      trading on the OTC Bulletin Board, lack of analyst coverage of our common stock
      and limited trading market for our common stock. As a result, even if prices
      appear favorable, there may not be sufficient demand to complete a stockholder’s
      sell order. Without an active public trading market or broader public ownership,
      shares of our common stock are likely to be less liquid than the stock of public
      companies with broad public ownership and an active trading market, and any
      of
      our stockholders who attempt to sell their shares in any significant volumes
      may
      not be able to do so at all, or without depressing the publicly quoted bid
      prices for our shares.




While
      we
      may, at some point, be able to meet the requirements necessary for our common
      stock to be listed on the Nasdaq stock market or on another national securities
      exchange, we cannot assure you that we will ever achieve such a listing. Listing
      on one of the Nasdaq markets or one of the national securities exchanges is
      subject to a variety of requirements, including minimum trading price and
      minimum public “float” requirements. There are also continuing eligibility
      requirements for companies listed on national securities exchanges. If we are
      unable to satisfy the initial or continuing eligibility requirements of any
      such
      market, then our stock may not be listed or could be delisted. This could result
      in a lower trading price for our common stock and may limit your ability to
      sell
      your shares, which could result in you losing some or all of your
      investments.




8




***There
      Is No Assurance Of An Established Public Trading Market, Which Would Adversely
      Affect The Ability Of Investors In Our Company To Sell Their Securities In
      The
      Public Markets.***





Although
      our common stock trades on the OTCBB, a regular trading market for our common
      stock may not be sustained in the future. The National Association of Securities
      Dealers (the “NASD”) limits quotation on the OTCBB to securities of issuers that
      are current in their reports filed with the SEC. If we fail to be current in
      the
      filing of our reports with the SEC, our common stock will not be able to be
      traded on the OTCBB.  The OTCBB is an inter-dealer market that
      provides significantly less liquidity than a national securities exchange or
      automated quotation system. Quotes for stocks included on the OTCBB are not
      listed in the financial sections of newspapers as are those for stocks listed
      on
      national securities exchanges or automated quotation systems. Therefore, prices
      for securities traded solely on the OTCBB may be difficult to obtain and holders
      of common stock may be unable to resell their securities at or near their
      original offering price or at any price. Market prices for our common stock
      may
      be influenced by a number of factors, including:





·
            the
                issuance of new equity securities;·
            changes
                in interest rates;·
            competitive
                developments, including announcements by competitors of new products
                or
                services or significant contracts, acquisitions, strategic partnerships,
                joint ventures or capital commitments;·
            variations
                in quarterly operating results;·
            change
                in financial estimates by securities analysts;·
            the
                depth and liquidity of the market for our common stock;·
            investor
                perceptions of our company and the technologies industries generally;
                and·
            general
                economic and other national
                conditions.




***The
      so-called “penny stock rule” makes it cumbersome for brokers and dealers to
      trade in our common stock, making the market for our common stock less liquid
      which could cause the price of our stock to decline.***




Trading
      of our common stock on the OTC Bulletin Board is subject to certain
      provisions of the Securities Exchange Act of 1934, commonly referred to as
      the
“penny stock” rule. A penny stock is generally defined to be any equity security
      that has a market price less than $5.00 per share, subject to certain
      exceptions. Because our common stock has historically traded below $5.00 per
      share, it is deemed to be a penny stock, and consequently trading in our stock
      is subject to additional sales practice requirements on
      broker-dealers.




These
      require a broker-dealer to:




·
            make
                a special suitability determination for purchasers of our
                shares;·
            receive
                the purchaser’s written consent to the transaction prior to the purchase;
                and·
            deliver
                to a prospective purchaser of our stock, prior to the first transaction,
                a
                risk disclosure document relating to the penny stock
                market.




Consequently,
      the penny stock rules restrict the ability of broker-dealers to trade and/or
      maintain a market in our common stock. Also, prospective investors may not
      want
      to get involved with the additional administrative requirements which may have
      a
      material adverse effect on the trading of our shares.




***Failure
      To Achieve And Maintain Internal Controls In Accordance With Sections 302 And
      404(A) Of The Sarbanes-Oxley Act Of 2002 Could Have A Material Adverse Effect
      On
      Our Business And Stock Price.***





If
      we
      fail to maintain adequate internal controls or fail to implement required new
      or
      improved controls, as such control standards are modified, supplemented or
      amended from time to time; we may not be able to assert that we can conclude
      on
      an ongoing basis that we have effective internal controls over financial
      reporting. Effective internal controls are necessary for us to produce reliable
      financial reports and are important in the prevention of financial
      fraud.  If we cannot produce reliable financial reports or prevent
      fraud, our business and operating results could be harmed, investors could
      lose
      confidence in our reported financial information, and there could be a material
      adverse effect on our stock price. We have examined and evaluated our internal
      control procedures, including controls over financial reporting to satisfy
      the
      requirements of Section 404(a) of the Sarbanes-Oxley Act, as required for our
      Annual Report on Form 10-KSB for the year ended March 31, 2008, and noted
      weaknesses that need to be addresses during the current reporting period in
      order for our internal controls to be effective. Failure to implement and
      maintain internal controls in accordance with sections 302 and 404(a) of the
      Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business
      and stock price.




9




***Because
      We Have No Plans To Pay Dividends On Our Common Stock, Stockholders Must Look
      Solely To Appreciation Of Our Common Stock To Realize A Gain On Their
      Investments.***





We
      do not
      anticipate paying any dividends on our common stock in the foreseeable future.
      We currently intend to retain future earnings, if any, to finance the expansion
      of our business. Our future dividend policy is within the discretion of our
      board of directors and will depend upon various factors, including our business,
      financial condition, results of operations, capital requirements and investment
      opportunities. In addition, our senior credit facility limits the payment of
      dividends without the prior written consent of the lenders. Accordingly,
      stockholders must look solely to appreciation of our common stock to realize
      a
      gain on their investment. This appreciation may not occur.




***Certain
      provisions of Nevada law and of our corporate charter may inhibit a potential
      acquisition of our Company, and this could depress our
      stock price.***




Nevada
      corporate law includes provisions that could delay, defer or prevent a change
      in
      control of our company or our management. These provisions could discourage
      information contests and make it more difficult for you and other stockholders
      to elect directors and take other corporate actions. As a result, these
      provisions could limit the price that investors are willing to pay in the future
      for shares of our common stock. For example:




(i)
            without
                prior stockholder approval, the Board of Directors has the authority
                to
                issue one or more classes of preferred stock with rights senior to
                those
                of common stock and to determine the rights, privileges and inference
                of
                that preferred stock;(ii)
            there
                is no cumulative voting in the election of directors, which would
                otherwise allow less than a majority of stockholders to elect director
                candidates; and(iii)
            stockholders
                cannot call a special meeting of
                stockholders.




**ITEM
      2. DESCRIPTION OF PROPERTY**





The
      Company leases its principal executive offices, which are located at 110 William
      Street, 22nd Floor, New York, New York. The lease has a term of three years,
      which began on August 1, 2007. The offices are approximately 5,200 square feet
      and the Company pays rent and related costs of approximately $11,267 per month.
      In addition, as of March 2, 2007 the Company entered into a sublease agreement
      for office space at 915 South 500 East, American Fork, Utah of approximately
      12,000 square feet for approximately $18,210 per month up to September 30,
      2010.





The
      Company believes that its current properties are adequate for its current and
      immediately foreseeable operating needs. The Company does not have any policies
      regarding investments in real estate, securities or other forms of
      property.




**ITEM
      3. LEGAL PROCEEDINGS**





As
      of
      March 31, 2008 the Company is not a party to any legal proceedings.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None




10




**PART
      II**




**ITEM
      5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




**Market
      Information**





The
      Company’s common stock is traded on the OTC Bulletin Board, referred to herein
      as the OTCBB, under the symbol “TRES.OB.” The following table sets forth the
      high and low bid prices of its Common Stock, as reported by the OTCBB for the
      last two fiscal years and subsequent quarterly periods. The quotations set
      forth
      below reflect inter-dealer prices, without retail mark-up, markdown or
      commission and may not represent actual transactions.




**2008
                  Fiscal Year**High*
              
              Low*January
                  1, 2008 - March 31, 2008
              
              $
              0.290
              
              $
              0.150October
                  1, 2007 - December 31, 2007
              
              $
              0.270
              
              $
              0.150July
                  1, 2007 - September 30, 2007
              
              $
              0.440
              
              $
              0.180April
                  1, 2007-June 30, 2007
              
              $
              0.530
              
              $
              0.310
 
 **2007
                  Fiscal Year**High*
              
              Low*January
                  1, 2007 - March 31, 2007
              
              $
              0.600
              
              $
              0.300October
                  1, 2006 - December 31, 2006
              
              $
              0.370
              
              $
              0.180July
                  1, 2006 - September 30, 2006
              
              $
              5.500
              
              $
              0.160April
                  1, 2006-June 30, 2006
              
              $
              0.536
              
              $
              0.371


As
      of
      June 30 th 2008,
      there were approximately 389 holders of record of the Company’s common
      stock.





**Dividends**





The
      Company has never declared or paid any cash dividends on its common stock.
      The
      Company currently intends to retain future earnings, if any, to finance the
      expansion of its business. As a result, the Company does not anticipate paying
      any cash dividends in the foreseeable future.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





The
      following table shows information with respect to each equity compensation
      plan
      under which the Company’s common stock is authorized for issuance as of the
      fiscal year ended March 31, 2008.




Equity
      Compensation Plan Information





The
      following table summarizes the equity compensation plans under which our
      securities may be issued as of March 31, 2008.





Plan
                Category
            
            Number of securities to be
              issued upon exercise of
              outstanding options and
              warrants
            
            Weighted-average exercise
              price of outstanding options
              and warrants
            
            Number of securities
              remaining available for
              future issuance under
              equity compensation plansEquity
                compensation plans approved by security holders
            
            
            0
            
            
            N/A
            
            
            0Equity
                compensation plan not approved by security holders
            
            
            13,000,000
            
            $
            0.388
            
            
            4,169,510




11




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





**Forward-Looking
      Statements**





***CERTAIN
      STATEMENTS IN THIS ANNUAL REPORT MAY CONSTITUTE “FORWARDLOOKING STATEMENTS”.
      WHEN THE WORDS “BELIEVES,” “EXPECTS,” “PLANS,” “PROJECTS,” “ESTIMATES” AND
      SIMILAR EXPRESSIONS ARE USED, THEYIDENTIFY FORWARD-LOOKING STATEMENTS. THESE
      FORWARD-LOOKINGSTATEMENTS ARE BASED ON MANAGEMENT’S CURRENT BELIEFS AND
      ASSUMPTIONS AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND INVOLVE KNOWN
      AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL
      RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT
      FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
      THESE FORWARD-LOOKING STATEMENTS. INFORMATION CONCERNING FACTORS THAT COULD
      CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THESE FORWARD-LOOKING
      STATEMENTS CAN BE FOUND IN OUR PERIODIC REPORTS FILED WITH THE SECURITIES AND
      EXCHANGE COMMISSION. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE REVISIONS
      TO
      THESE FORWARD-LOOKING STATEMENTS TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES
      OR
      REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.***




**Background**





The
      Company was incorporated in the state of Nevada on August 1, 2005. Effective
      September 18, 2006, the Company changed its name to TheRetirementSolution.com,
      Inc.





On
      January 15, 2008, the Company completed the purchase of all the outstanding
      membership interests of ITT. The total purchase price was $18,650,000,
      consisting of an aggregate of 66,600,000 shares of the Company’s common stock
      and the issuance of convertible promissory notes of $2,000,000. On January
      15,
      2008, the Company completed the purchase of substantially all of the assets
      of
      Razor Data and assumed specified liabilities. The total purchase price was
      $12,500,000, consisting of an aggregate of 38,000,000 shares of the Company’s
      common stock and the issuance of convertible promissory notes of
      $3,000,000.




**Plan
      of Operations**




The
      Company is executing its marketing strategy through direct-to-market campaigns
      with its marketing partners and through the internet where it delivers investor
      products and services. The Company’s target market is comprised of a large base
      of entry level investors, active investors in the on-line brokerage sector
      and
      higher-end users of financial information, services and financial
      news.





The
      Company’s marketing strategy is designed to grow the business and to deliver
      high customer value in education and investor services at the lowest possible
      cost. These goals will be achieved through on-line customer acquisition, product
      sales and customer service, and on-line education and services
      delivery.





Customer
      acquisition is realized via the company’s marketing partners and through on-line
      marketing. Our partners have the marketing and operations capability to attract
      customers by way of low cost introductory courses and products which then allows
      for upsell opportunities to a complete on-line education curriculum and expanded
      investor services. Customer service is supported by a comprehensive client
      management system that tracks the customer throughout the purchase, education
      and added services cycle which also includes live data feeds, news and
      investment letters.





On-line
      education delivery is completed starting with early stage courses through a
      complete curriculum of learning modules, podcasts, webinars and webisodes.
      In
      addition, our customer management system follows every student
      at this level in the form of surveys, competency assessments, learning
      assignments, hotline, coaching and mentoring.





The
      Company has a number of different delivery formats that is focused on a
      structured investing methodology that focuses on searching for an investment,
      industry group analysis, fundamental analysis, technical analysis, and portfolio
      management. The objective is to provide a complete investor education experience
      for both beginning and experienced investors and to help them better understand
      the investment decision process.




The
      company’s longer term goals include the expansion to other markets beyond the
      United States. The comprehensive investor education curriculum and related
      investor services will be marketed and delivered on-line in target markets
      principally via joint venture arrangements in other countries.




12




***Investor
      Information Services***





The
      Company provides a complete turnkey solution to its clients in the financial
      community by providing a broad array of information services that include stock
      market information and tools, comprehensive database creation and management,
      distributed web hosting and network environments, and complete e-content
      creation, management and delivery. Razor Data provides technology and data
      solutions for the Company which allows ITT, the investor education arm of the
      company, and the TRES portfolios to stay focused on their core competencies
      to
      expand product offerings and acquire new customers.





***Stock
      Market Data***




Razor
      Data aggregates and distributes data from over 18 different data providers
      into
      a “one stop shop” for client users to get their stock market tools and data. In
      any given month Razor Data provides data to thousands of users through web
      and
      desktop clients. The expansive tools and data include: searches, company
      valuations, technical analysis, fundamental analysis, analyst recommendations,
      real-time streaming news, real-time streaming quotes, over 20 years of
      historical data, insider activity, industries and sectors, exclusive
      newsletters, proprietary streaming data replay, and institutional ownership.
      All
      of the data is delivered to the user through powerful yet intuitively easy
      to
      use software tools and websites.





***Comprehensive
      Database Management***




Razor
      Data has developed proprietary features which include secure customer data
      management with over 100,000 unique user records, and secure, error free,
      electronic bill processing.





***Distributed
      Environments***




Razor
      has
      implemented a proprietary distributed hosting framework that provides multiple,
      redundant server nodes located around the United States. As the load is
      automatically spread over the network, the framework ensures that the customer
      administration system is robust
      and that the user experience is top notch. Additionally, the distributed
      framework allows for the seamless distribution of high bandwidth applications
      including audio and video recordings provided through the e-content education
      modules. Razor Data has captured and edited a large volume of streaming audio
      and video content that is hosted and delivered to end users in a constant stream
      at 24 hours a day.





**Portfolio
      Services**




We
      exclusively sell and market proprietary Portfolios developed and compiled by
      our
      staff which is led by a senior Chartered Financial Analyst using
      StockDiagnostics.com as well as fundamental and technical analysis.
      StockDiagnostics.com is a quantitative analysis or computer driven stock market
      independent research company that provides certain proprietary Operational
      Cash
      Flow per share diagnostics charts and stock recommendations. Through the
      Company’s website, subscribers can access these unique portfolios and use
      StockDiagnostics.com’s Operational Cash Flow diagnostic charts to diagnose and
      monitor the health of over 10,000
      public U.S. companies. Our subscribers can elect to use these turn-key or
      ready-made small, mid and large cap portfolios that are provided by the Company
      and which have been in existence since June 2005. Subscribers can also use
      the
      proprietary Operational Cash Flow diagnostics charts to choose stocks to create
      their own custom portfolios.




No
      major
      disposition or purchase of equipment is expected during the next twelve months
      except for some office furniture and rental of a modest office
      space.




13




The
      table
      below outlines revenues and significant operating expenses for comparable
      periods:




**Revenues:**




**Year
                  Ended**
              
              **Year
                  Ended****March
                  31, 2008**
              
              **March
                  31, 2007**
              
              **Variance**Subscription
                  revenues
              
              $
              692,984
              
              
              71
              %
              $
              97,543
              
              
              100
              %
              $
              595,441
              
              
              610
              %Software
                  sales
              
              
              22,402
              
              
              2
              %
              
              -
              
              
              0
              %
              
              22,402
              
              
              100
              %Services
                  and other
              
              
              256,134
              
              
              26
              %
              
              -
              
              
              0
              %
              
              256,134
              
              
              100
              %Total
              
              $
              971,520
              
              
              100
              %
              $
              97,543
              
              
              100
              %
              $
              873,134
              
              
              896
              %





**Operating
      Expenses:**





**Year
                Ended**
            
            **Year
                Ended****March
                31, 2008**
            
            **March
                31, 2007**
            
            **Variance**Consulting
            
            $
            1,453,756
            
            
            17
            %
            $
            2,686,740
            
            
            46
            %
            $
            (1,232,984
            )
            
            -46
            %Financing
                costs
            
            
            2,357,013
            
            
            28
            %
            
            990,475
            
            
            17
            %
            
            1,366,538
            
            
            138
            %Loan
                interest
            
            
            280,834
            
            
            3
            %
            
            55,075
            
            
            1
            %
            
            225,759
            
            
            410
            %Payroll
                expenses
            
            
            744,471
            
            
            9
            %
            
            1,077,627
            
            
            18
            %
            
            (333,156
            )
            
            -31
            %Professional
                fees
            
            
            590,550
            
            
            7
            %
            
            287,375
            
            
            5
            %
            
            303,175
            
            
            105
            %Stock
                transfer and agent fees
            
            
            212,474
            
            
            3
            %
            
            12,819
            
            
            0
            %
            
            199,655
            
            
            1557
            %Stock
                based compensation
            
            
            824,400
            
            
            10
            %
            
            -
            
            
            0
            %
            
            824,400
            
            
            100
            %Web
                design fees
            
            
            163,587
            
            
            2
            %
            
            153,974
            
            
            3
            %
            
            9,613
            
            
            6
            %





***Year
      Ended March 31, 2007 and the Year Ended March 31,
      2008:***





Overall
      operating expenses increased for the year ended March 31, 2008 over fiscal
      2007 by $2,497,362 or 43%. This increase was due to the following:





The
      amortized fair value of employee stock options of $890,280 was charged to
      stock-based compensation. The Company granted 2,000,000 stock options (of which
      300,000 were vested) to consultants expiring three to five years from issuance.
      The fair value of $65,880 was charged to current year earnings. 1,685,600 shares
      of common stock were issued in exchange for services. The fair value of $481,166
      was charged to current earnings.





Financing
      costs increased due to the following: The Company received $1,750,000 from
      convertible debentures; recognized an imbedded beneficial conversion, and
      recorded $1,637,429 as financing costs. The fair value of warrants issued for
      services rendered in the amount of $454,654 was charged to financing costs.
      Amortization of deferred compensation costs of $45,000 was charged to financing
      costs.





The
      following changes in significant expense accounts reflected in the tables above
      occurred in fiscal 2008. Payroll expenses increased due to hiring additional
      employees. Consulting fees decreased due to a decline in the utilization of
      outside consultants. Loan
      interest increased due to the issuance of convertible debentures. Stock transfer
      and agent fees increased due to the issuance of common stock. Professional
      fees
      increased due to additional audit and legal costs in connection with the
      acquisitions of Razor Data, Inc. and Investment Tools and Training,
      LLC.




14




**Liquidity
      and Capital Resources**





As
      of
      March 31, 2008, the Company had a working capital deficit of $3,191,174. The
      Company generated a deficit in cash flow from operating activities of $2,002,429
      for the year ended March 31, 2008. This deficit is primarily attributable to
      the
      Company's net loss from operations of $7,374,409 and is partially offset by
      following: A charge for the value of options issued for services of $890,280,
      recognition of an imbedded beneficial conversion of convertible debentures
      of
      $1,637,429, stock issued for services of $481,166, a charge for the value of
      warrants issued for services rendered of $454,654, (including amortization
      of deferred compensation costs of $45,000), amortization and depreciation
      expense of $198,725, and changes in the balances of current assets and
      liabilities. Accounts receivable and unbilled revenue increased by $373,280.
      Accounts payable and accrued liabilities increased by $1,335,877 and deferred
      revenue increased by $766,298.





The
      Company met its cash requirements during the year ended March 31, 2008 through
      net proceeds from convertible debentures of $1,750,000 and net proceeds from
      the
      issuance of common stock of $476,250.





While
      we
      have raised capital to meet our working capital and financing needs in the
      past,
      additional financing is required in order to meet our current and projected
      cash
      flow deficits from operations and development. We are seeking financing, which
      may take the form of debt, convertible debt or equity, in order to provide
      the
      necessary working capital. There is no guarantee that we will be successful
      in
      raising the funds required.





W e
      estimate that during the next twelve months we will need approximately
      $2,000,000 in additional capital to fully implement our business plan. Our
      business plan encompasses investing behind our business development strategy,
      our marketing campaigns and in building our business operations. As of the
      date
      of this filing, we have minimal operating capital to continue our business
      and
      marketing initiatives for the next twelve months. If we are not successful
      in
      generating sufficient cash flow from operations or in raising sufficient capital
      resources to finance our growth, on terms acceptable to us, this could have
      a
      material adverse effect on our business, results of operations, liquidity and
      financial condition, and we will have to adjust our planned operations and
      development on a more limited scale.





**Auditor’s
      Opinion Expresses Doubt About the Company’s Ability to Continue as a “Going
      Concern”**





The
      independent auditors report on our March 31, 2008 financial statements states
      that the Company's historical losses and the lack of revenues raise substantial
      doubts about the Company's ability to continue as a going concern, due to the
      losses incurred and its lack of significant operations. If we are unable to
      develop our business, we will have to reduce, discontinue operations or cease
      to
      exist, which would be detrimental to the value of the Company's common stock.
      We
      can make no assurances that our business operations will develop and provide
      us
      with significant cash to continue operations.





**Addressing
      the Going Concern Issues**





In
      order
      to improve the Company's liquidity, the Company's management is actively
      pursuing additional financing through discussions with investment bankers,
      financial institutions and private investors. There can be no assurance the
      Company will be successful in its effort to secure additional
      financing.





We
      continue to experience net operating losses. Our ability to continue as a going
      concern is subject to our ability to develop profitable operations. We are
      devoting substantially all of our efforts to developing our business and raising
      capital. Our net operating losses increase the difficulty in meeting such goals
      and there can be no assurances that such methods will prove
      successful.





The
      primary issues management will focus on in the immediate future to address
      this
      matter include:


·
              seeking
                  institutional investors for debt or equity investments in our
                  company;
 
 ·
              implementing
                  the new sales and marketing strategy of direct on-line based recruitment
                  of subscribers to thereby increase revenues and the resultant increased
                  cash flow; and
 
 ·
                initiating
                    negotiations to secure short term financing through promissory
                    notes or
                    other debt instruments on an asneeded
                    basis.





We
      will
      need to raise additional capital through a private placement of our securities.
      We are planning to raise up to $2,000,000 during the next twelve months. This
      should allow ample cash resources in order to maintain operations for at least
      12 months, provided we can reach our objectives in growing our customer base
      and
      operating revenue. If we can achieve our revenue objective, management believes
      we would be able to break even during the next 12 months.




15





**Inflation**





The
      impact of inflation on the costs of the Company, and the ability to pass on
      cost
      increases to its customers over time is dependent upon market conditions. The
      Company is not aware of any inflationary pressures that have had any significant
      impact on the Company's operations over the past quarter, and the Company does
      not anticipate that inflationary factors will have a significant impact on
      future operations.





**Critical
      Accounting Policies**





The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States requires us to make estimates and
      judgments that affect our reported assets, liabilities, revenues, and expenses,
      and the disclosure of contingent assets and liabilities. We base our estimates
      and judgments on historical experience and on various other assumptions we
      believe to be reasonable under the circumstances. Future events, however, may
      differ markedly from our current expectations and assumptions. While there
      are a
      number of significant accounting policies affecting our consolidated financial
      statements; we believe the following critical accounting policy involves the
      most complex, difficult and subjective estimates and judgments.





**Revenue
      Recognition**





For
      revenue from product sales and services, the Company recognizes revenue in
      accordance with Staff Accounting Bulletin No. 104, *Revenue
      Recognition* ("SAB104"), which superseded Staff Accounting Bulletin No. 101, *Revenue
      Recognition in Financial Statements* ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue
      can be recognized: (1) persuasive evidence of an arrangement exists; (2)
      delivery has occurred or services have been rendered; (3) the selling price
      is
      fixed and determinable; and (4) collectibility is reasonably assured.
      Determination of criteria (3) and (4) are based on management's judgments
      regarding the fixed nature of the selling prices of the products delivered
      and
      the collectibility of those amounts. Provisions for discounts and rebates to
      customers, estimated returns and allowances, and other adjustments are provided
      for in the same period the related sales are recorded. The Company defers any
      revenue for which the product has not been delivered or is subject to refund
      until such time that the Company and the customer jointly determine that the
      product has been delivered or no refund will be required. SAB 104 incorporates
      Emerging Issues Task Force 00-21 ("EITF 00-21"), *Multiple-Deliverable
      Revenue Arrangements* .
      EITF
      00-21 addresses accounting for arrangements that may involve the delivery or
      performance of multiple products, services and/or rights to use assets. The
      effect of implementing EITF 00-21 on the Company's financial position and
      results of operations was not significant.





Revenue
      arises from subscriptions to the websites/software, workshops, online workshops
      and training and coaching/counseling services because the payments are received
      before the service has been rendered.  We sell our products separately and
      in various bundles that contain multiple deliverables that include website/data
      subscriptions, educational workshops, online workshops and training, one-on-one
      coaching and counseling sessions, along with other products and services. In
      accordance with EITF 00-21, sales arrangements with multiple deliverables are
      divided into separate units of accounting if the deliverables in the arrangement
      meet the following criteria: (i) the product has value to the customer on a
      standalone basis; (ii) there is objective and reliable evidence of the fair
      value of undelivered items; and (iii) delivery or performances of any
      undelivered item is probable and substantially in our control. The fair value
      of
      each separate element is generally determined by prices charged when sold
      separately. In certain arrangements, we offer these products bundled
      together.  If there is any discount from the combined fair value of the
      individual elements, the discount is allocated to the portion of the revenues
      that is attributed to the online courses and training. As per EITF 00-21, if
      fair value of all undelivered elements in an arrangement exists, but fair value
      does not exist for a delivered element, then revenue is recognized using the
      residual method. Under the residual method, the fair value of undelivered
      elements is deferred and the remaining portion of the arrangement fee (after
      allocation of 100 percent of any discount to the delivered item) is recognized
      as revenue.  The deferral policy for each of the different types of
      revenues is summarized as follows:




**Product**
              
              **Recognition
                  Policy**Live
                  Workshops and Workshop Certificates
              
              Deferred
                  and recognized as the workshop is provided or certificate
                  expiresOnline
                  training and courses
              
              Deferred
                  and recognized a.) as the services are delivered, or b.) when usage
                  thresholds are met, or c.) on a straight-line basis over the initial
                  product periodCoaching/Counseling
                  services
              
              Deferred
                  and recognized as services are delivered, or on a straight-line
                  basis over
                  the initial product periodWebsite/data
                  fees (monthly)
              
              Not
                  Deferred, recognized in the month deliveredWebsite/data
                  fees (pre-paid subscriptions)
              
              Deferred
                  and recognized on a straight-line basis over the subscription
                  period





As
      of
      March 31, 2008 and 2007, the Company’s deferred revenue was $804,452 and $5,500,
      respectively.




16




**Intangible
      Assets and Goodwill**





The
      Company accounts for acquisitions in accordance with the provisions of SFAS
      No.
      141, “ *Business
      Combinations* .”
The
      Company assigns to all identifiable assets acquired (including intangible
      assets), and to all identifiable liabilities assumed, a portion of the cost
      of
      the acquired company equal to the estimated fair value of such assets and
      liabilities at the date of acquisition. The Company records the excess of the
      cost of the acquired company over the sum of the amounts assigned to
      identifiable assets acquired less liabilities assumed, if any, as
      goodwill.





As
      a
      result of the acquisitions of ITT and Razor on January 15, 2008, the Company
      acquired intangible assets in the aggregate amount of $30,652,920.





The
      Company allocated $2,920,000 and $499,747 to identifiable intangible assets
      including a developed software and customer lists, respectively. The remaining
      $27,233,173 was allocated to goodwill.





The
      Company amortized its identifiable intangible assets using the straight-line
      method over their estimated period of benefit.  The estimated useful
      lives of the developed software are three to seven years; and the customer
      lists
      are three years. The Company periodically evaluates the recoverability of
      intangible assets and takes into account events or circumstances that warrant
      revised estimates of useful lives or indicate that impairment
      exists.





The
      Company accounts for and reports acquired goodwill and other intangible assets
      under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). In
      accordance with SFAS No. 142, the Company tests its intangible assets for
      impairment on an annual basis and when there is reason to suspect that their
      values have been diminished or impaired. Any write-downs will be included in
      results from operations.





**Website
      Development Costs**





The
      Company recognizes website development costs in accordance with Emerging Issue
      Task Force ("EITF") No. 00-02, "Accounting for Website Development Costs."
      As
      such, the Company expenses all costs incurred that relate to the planning and
      post implementation phases of development of its website. Direct costs incurred
      in the development phase are capitalized and recognized over the estimated
      useful life. Costs associated with repair or maintenance for the website are
      included in cost of net revenues in the current period expenses. During the
      years ended March 31, 2008 and 2007, the Company did not capitalize any costs
      associated with the website development.





**Software
      Development Costs**





The
      Company accounts for software development costs intended for sale in accordance
      with SFAS No. 86, *Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise
      Marketed* (“SFAS 86”).
      SFAS No. 86 requires product development costs to be charged to expense as
      incurred until technological feasibility is attained and all other research
      and
      development activities for the hardware components of the product have been
      completed. Technological feasibility is attained when the planning, design
      and
      testing phase related to the development of the Company’s software has been
      completed and the software has been determined viable for its intended use,
      which typically occurs when beta testing commences.





**Stock-Based
      Compensation**





*Payment* "
      (SFAS
      123 (R)) which requires the measurement and recognition of compensation expense
      for all share-based payment awards made to employees and directors including
      employee stock options and employee stock purchases related to a Employee Stock
      Purchase Plan based on the estimated fair values. SFAS 123 (R) supersedes the
      company's previous accounting under Accounting Principles Board Opinion No.
      25,
      " *Accounting
      for Stock Issued to Employees* "
      ("APB
      25") for the periods beginning fiscal 2006.





The
      company adopted SFAS 123 (R) using the modified prospective transition method,
      which required the application of the accounting standard as of January 1,
      2006.
      The company's Financial Statements as of and for the year ended March 31, 2007
      reflects the impact of SFAS 123(R). In accordance with the modified prospective
      transition method, the company's Financial Statements for the prior periods
      have
      not been restated to reflect, and do not include the impact of SFAS 123 (R).
      Stock based compensation expense recognized under SFAS 123 (R) for the year
      ended March 31, 2007 was $1,440,776.





For
      the
      year ended March 31, 2007, the Company granted 14,288,760 stock options to
      employees and consultants with exercise prices ranging from $0.25 to $.42 per
      share expiring from three to ten years from dates of issuance with 25% to 50%
      immediate vesting. The fair value of the options was determined using the
      Black-Scholes option pricing model with the following assumptions: expected
      dividend yield: 0%; volatility 207.57% to 242.54%; risk free interest rate
      4.54
      to 5.02%. The fair value of $1,440,776 was recorded as a current period charge
      to earnings.





For
      the
      year ended March 31, 2008, the Company did not grant stock options to employees
      and consultants. The fair value of options granted in previous years vesting
      during the year ended March 31, 2008 of $824,400 was recorded as a current
      period charge to earnings.




17




**Segment
      Information**




Statement
      of Financial Accounting Standards No. 131, “Disclosures about Segments of an
      Enterprise and Related Information” (“SFAS 131”) establishes standards for
      reporting information regarding operating segments in annual financial
      statements and requires selected information for those segments to be presented
      in interim financial reports issued to stockholders. SFAS 131 also establishes
      standards for related disclosures about products and services and geographic
      areas. Operating segments are identified as components of an enterprise about
      which separate discrete financial information is available for evaluation by
      the
      chief operating decision maker, or decision-making group, in making decisions
      how to allocate resources and assess performance. The information disclosed
      herein materially represents all of the financial information related to the
      Company’s principal operating segment.





**Recent
      Accounting Pronouncements**





In
      February 2007, the FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities –
Including an Amendment of FASB Statement No. 115* ”
(“SFAS
      No. 159”).  SFAS No. 159 permits entities to choose to measure many
      financial instruments and certain other items at fair value.  Most of
      the provisions of SFAS No. 159 apply only to entities that elect the fair value
      option. However, the amendment to SFAS No. 115 “ *Accounting
      for Certain Investments in Debt and Equity Securities* ”
applies
      to all entities with available-for-sale and trading securities.  SFAS
      No. 159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007.  Early adoption is permitted as of the
      beginning of a fiscal year that begins on or before November 15, 2007, provided
      the entity also elects to apply the provision of SFAS No. 157, “ *Fair
      Value Measurements* ”.  The
      adoption of SFAS No. 159 is not expected to have a material impact on our
      consolidated financial position, results of operations or cash
      flows.





In
      December 2007, the FASB issued SFAS No. 141(R), *"Business
      Combinations"* ("SFAS No. 141(R)"), which establishes principles and requirements for how
      an acquirer recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed, and any noncontrolling interest in
      an
      acquiree, including the recognition and measurement of goodwill acquired in
      a
      business combination. SFAS No. 141R is effective as of the beginning of the
      first fiscal year beginning on or after December 15, 2008. Earlier adoption
      is prohibited and the Company is currently evaluating the effect, if any that
      the adoption will have on its consolidated financial position results of
      operations or cash flows.





In
      December 2007, the FASB issued SFAS No. 160, *"Noncontrolling
      Interest in Consolidated Financial Statements, an amendment of ARB
      No. 51”* (“SFAS
      No. 160”), which will change the accounting and reporting for minority
      interests, which will be recharacterized as noncontrolling interests and
      classified as a component of equity within the consolidated balance sheets.
      SFAS
      No. 160 is effective as of the beginning of the first fiscal year beginning
      on
      or after December 15, 2008. Earlier adoption is prohibited and the Company
      is currently evaluating the effect, if any that the adoption will have on its
      consolidated financial position results of operations or cash
      flows.





In
      June 2007, the Accounting Standards Executive Committee issued Statement of
      Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide
      Investment Companies and Accounting by Parent Companies and Equity Method
      Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1
      provides guidance for determining whether an entity is within the scope of
      the
      AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”). SOP
      07-1 was originally determined to be effective for fiscal years beginning on
      or
      after December 15, 2007, however, on February 6, 2008, FASB issued a
      final Staff Position indefinitely deferring the effective date and prohibiting
      early adoption of SOP 07-1 while addressing implementation issues.





In
      June
      2007, the FASB ratified the consensus in EITF Issue No. 07-3, “Accounting
      for Nonrefundable Advance Payments for Goods or Services to be Used in Future
      Research and Development Activities” (EITF 07-3), which requires that
      nonrefundable advance payments for goods or services that will be used or
      rendered for future research and development (R&D) activities be deferred
      and amortized over the period that the goods are delivered or the related
      services are performed, subject to an assessment of recoverability.
      EITF 07-3 will be effective for fiscal years beginning after
      December 15, 2007. The Company does not expect that the adoption of
      EITF 07-3 will have a material impact on its consolidated financial
      position, results of operations or cash flows.





In
      December 2007, the FASB ratified the consensus in EITF Issue No. 07-1,
“Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1
      defines collaborative arrangements and requires collaborators to present the
      result of activities for which they act as the principal on a gross basis and
      report any payments received from (made to) the other collaborators based on
      other applicable authoritative accounting literature, and in the absence of
      other applicable authoritative literature, on a reasonable, rational and
      consistent accounting policy is to be elected. EITF 07-1 also provides for
      disclosures regarding the nature and purpose of the arrangement, the entity’s
      rights and obligations, the accounting policy for the arrangement and the income
      statement classification and amounts arising from the agreement. EITF 07-1
      will be effective for fiscal years beginning after December 15, 2008, which
      will be the Company’s fiscal year 2009, and will be applied as a change in
      accounting principle retrospectively for all collaborative arrangements existing
      as of the effective date. The Company has not yet evaluated the potential impact
      of adopting EITF 07-1 on its consolidated financial position, results of
      operations or cash flows.




18




In
      March
      2008, the FASB” issued SFAS No. 161, “ *Disclosures
      about Derivative Instruments and Hedging Activities – an amendment to FASB
      Statement No. 133”* (“SFAS
      No. 161”) *.* SFAS
      No. 161 is intended to improve financial standards for derivative instruments
      and hedging activities by requiring enhanced disclosures to enable investors
      to
      better understand their effects on an entity's financial position, financial
      performance, and cash flows.  Entities are required to provide
      enhanced disclosures about: (a) how and why an entity uses derivative
      instruments; (b) how derivative instruments and related hedged items are
      accounted for under SFAS No. 133 and its related interpretations; and (c) how
      derivative instruments and related hedged items affect an entity’s financial
      position, financial performance, and cash flows.  It is effective for
      financial statements issued for fiscal years beginning after November 15, 2008,
      with early adoption encouraged.  We are currently evaluating the
      impact of SFAS No. 161, if any, will have on our consolidated financial
      position, results of operations or cash flows.





In
      April
      2008, the FASB issued FSP No. FAS 142-3, *“Determination
      of the Useful Life of Intangible Assets”.* This FSP
      amends the factors that should be considered in developing renewal or extension
      assumptions used to determine the useful life of a recognized intangible asset
      under SFAS No. 142, *“Goodwill
      and Other Intangible Assets”.* We
      are required to adopt FSP 142-3 on September 1, 2009, earlier adoption is
      prohibited.  The guidance in FSP 142-3 for determining the useful life
      of a recognized intangible asset shall be applied prospectively to intangible
      assets acquired after adoption, and the disclosure requirements shall be applied
      prospectively to all intangible assets recognized as of, and subsequent to,
      adoption.  We are currently evaluating the impact of FSP 142-3 on our
      consolidated financial position, results of operations or cash
      flows.





In
      May
      2008, the FASB issued SFAS No. 162, " *The
      Hierarchy of Generally Accepted Accounting Principles* "
      ("SFAS No. 162").  SFAS No. 162 identifies the sources of
      accounting principles and the framework for selecting the principles used in
      the
      preparation of financial statements of nongovernmental entities that are
      presented in conformity with generally accepted accounting principles (the
      GAAP hierarchy).  SFAS No. 162 will become effective 60 days
      following the SEC's approval of the Public Company Accounting Oversight Board
      amendments to AU Section 411, "The Meaning of Present Fairly in
      Conformity With Generally Accepted Accounting Principles."  We do not
      expect the adoption of SFAS No. 162 will have a material effect on our
      consolidated financial position, results of operations or cash
      flows.





In
      May
      2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 " *Accounting
      for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
      (Including Partial Cash Settlement)* " ("FSP
      APB 14-1").  FSP APB 14-1 requires the issuer of certain
      convertible debt instruments that may be settled in cash (or other assets)
      on
      conversion to separately account for the liability (debt) and equity (conversion
      option) components of the instrument in a manner that reflects the issuer's
      non-convertible debt borrowing rate.  FSP APB 14-1 is effective
      for fiscal years beginning after December 15, 2008 on a retroactive
      basis.  We are currently evaluating the potential impact, if any, of
      the adoption of FSP APB 14-1 on our consolidated financial position,
      results of operations or cash flows.





Other
      recent accounting pronouncements issued by the FASB (including its Emerging
      Issues Task Force), the AICPA, and the SEC did not, or are not believed by
      management to, have a material impact on the Company’s present or future
      consolidated financial statements.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off balance sheet arrangements that are reasonably
      likely to have a current or future effect on our financial condition, revenues,
      results of operations, liquidity or capital expenditures.





**Trends,
      Risks and Uncertainties**





We
      have
      sought to identify what we believe to be the most significant risks to our
      business, but we cannot predict whether, or to what extent, any of such risks
      may be realized nor can we guarantee that we have identified all possible risks
      that might arise. Investors should carefully consider all of such risk factors
      before making an investment decision with respect to our Common
      Stock.





**Cautionary
      Factors That May Affect Future Results**





We
      have
      sought to identify what we believe are significant risks to our business, but
      we
      cannot predict whether, or to what extent, any of such risks may be realized
      nor
      can we guarantee that we have identified all possible risks that might
      arise.




19




**Potential
      Fluctuations in Annual Operating Results**





Our
      annual operating results may fluctuate significantly in the future as a result
      of a variety of factors, most of which are outside our control, including:
      the
      demand for our products and services; seasonal trends in purchasing, the amount
      and timing of capital expenditures and other costs relating to the commercial
      and consumer financing; price competition or pricing changes in the market;
      technical difficulties or system downtime; general economic conditions and
      economic conditions specific to the consumer financing sector.





Our
      annual results may also be significantly impacted by the impact of the
      accounting treatment of acquisitions, financing transactions or other matters.
      Particularly at our early stage of development, such accounting treatment can
      have a material impact on the results for any quarter. Due to the foregoing
      factors, among others, it is likely that our operating results may fall below
      our expectations or those of investors in some future quarter.





**Dependence
      Upon Management**





Our
      future performance and success is dependent upon the efforts and abilities
      of
      our Management. To a very significant degree, we are dependent upon the
      continued services of Nicholas S. Maturo, our Chief Executive Officer and member
      of our Board of Directors, and William Kosoff, our President and Chief Financial
      Officer and member of our Board of Directors. If we lost the services of Mr.
      Maturo, Mr. Kosoff, or other key employees before we could get qualified
      replacements, the loss could materially adversely affect our business. We have
      obtained key man life insurance on Mr. Maturo, Chairman and CEO and are seeking
      similar coverage for Mr. Kosoff, President and CFO.





Our
      officers and directors are required to exercise good faith and high integrity
      in
      our Management affairs. Our bylaws provide, however, that our directors shall
      have no liability to us or to our shareholders for monetary damages for breach
      of fiduciary duty as a director except with respect to (1) a breach of the
      director's duty of loyalty to the corporation or its stockholders, (2) acts
      or
      omissions not in good faith or which involve intentional misconduct or a knowing
      violation of law, (3) liability which may be specifically defined by law or
      (4)
      a transaction from which the director derived an improper personal
      benefit.





**Management
      of Growth**





We
      may
      experience growth, which will place a strain on our managerial, operational
      and
      financial systems resources. To accommodate our current size and manage growth
      if it occurs, we must devote management attention and resources to improve
      our
      financial strength and our operational systems. Further, we will need to expand,
      train and manage our sales and distribution base. There is no guarantee that
      we
      will be able to effectively manage our existing operations or the growth of
      our
      operations, or that our facilities, systems, procedures or controls will be
      adequate to support any future growth. Our ability to manage our operations
      and
      any future growth will have a material effect on our stockholders.





If
      we
      fail to remain current on our reporting requirements, we could be removed from
      the OTC Bulletin Board which would limit the ability of broker-dealers to sell
      our securities and the ability of stockholders to sell their securities in
      the
      secondary market.





Companies
      trading on the OTC Bulletin Board, such as us, must be reporting issuers under
      Section 12 of the Securities Exchange Act of 1934, as amended, and must be
      current in their reports under Section 13, in order to maintain price quotation
      privileges on the OTC Bulletin Board. If we fail to remain current on our
      reporting requirements, we could be removed from the OTC Bulletin Board. As
      a
      result, the market liquidity for our securities could be severely adversely
      affected by limiting the ability of broker-dealers to sell our securities and
      the ability of stockholders to sell their securities in the secondary
      market.





**ITEM
      7. FINANCIAL STATEMENTS**





The
      financial statements begin on Page F-1.





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





None.




20




**ITEM
      8A. CONTROLS AND PROCEDURES**





As
      of the
      end of the period covered by this report, our chief executive officer and chief
      financial officer evaluated the effectiveness of our disclosure controls and
      procedures. Based on their evaluation, the chief executive officer and chief
      financial officer concluded that our disclosure controls and procedures are
      effective in alerting them to material information that is required to be
      included in the reports that we file or submit under the Securities Exchange
      Act
      of 1934 and that information required to be disclosed in the reports that we
      file or submit under the Securities Exchange Act of 1934 is accumulated and
      communicated to our management, including our chief executive officer and chief
      financial officer, to allow timely decisions regarding required
      disclosure.





There
      were no changes in our internal controls over financial reporting during the
      quarterly period covered by this report that materially affected, or are
      reasonable likely to materially affect, our internal controls over financial
      reporting.





**Management’s
      Report on Internal Control Over Financial Reporting**





The
      management of the Company is responsible for (1) the preparation of the
      accompanying financial statements; (2) establishing and maintaining internal
      controls over financial reporting; and (3) the assessment of the effectiveness
      of internal control over financial reporting. The Securities and Exchange
      Commission defines effective internal control over financial reporting as a
      process designed under the supervision of the company’s principal executive
      officer and principal financial officer, and implemented in conjunction with
      management and other personnel, to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of financial statements
      in accordance with generally accepted accounting principles.





All
      internal control systems, no matter how well designed, have inherent limitations
      and provide only reasonable assurance that the objectives of the control system
      are met. Therefore, no evaluation of controls can provide absolute assurance
      that all control issues and misstatements due to error or fraud, if any, within
      the company have been detected. Additionally, any system of controls is subject
      to the risk that controls may become inadequate due to changes in conditions
      or
      that compliance with policies or procedures may deteriorate. Also, projections
      of any evaluation of effectiveness to future periods are subject to the risk
      that controls may become inadequate because of changes in conditions or that
      compliance with the policies or procedures may deteriorate.





As
      of
      March 31, 2008, management of the Company conducted an assessment of the
      effectiveness of the Company’s internal control over financial reporting. In
      making this assessment, it used the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in *Internal
      Control—Integrated Framework* .
      Based
      on our assessment we believe that, as of December 31, 2007, our internal control
      over financial reporting is effective based on those criteria. Based on this
      assessment, management has concluded that the Company’s internal control over
      financial reporting was effective as of March 31, 2008.




This
      annual report does not include an attestation report of the Company’s registered
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the Securities and
      Exchange Commission




**ITEM
      8B. OTHER INFORMATION**





None




21


**PART**  **III**  ****




**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(a) OF THE EXCHANGE ACT**




Directors
      and Executive Officers





The
      following table sets forth certain information with respect to our directors
      and
      executive officers.




Name
            
            Age
            
            PositionNicholas
                S. Maturo
            
            59
            
            Chief
                Executive Officer and Chairman of the BoardWilliam
                Kosoff
            
            66
            
            President,
                Chief Financial Officer and DirectorLouis
                Sagar
            
            54
            
            DirectorJ.
                Christopher Albanese
            
            36
            
            Director*





*
      On June
      27, 2008, the Company received the resignation of Mr. J. Christopher Albanese
      as
      a member of the Company’s Board of Directors. The resignation did not contain
      any reason for his departure from the Board of Directors. Mr. Albanese has
      been
      General Counsel of American Capital Partners, LLC, an investment banking firm,
      since August 2002 and was appointed to the Company’s Board of Directors on
      October 5, 2007.




Officers
      are elected annually by the Board of Directors (subject to the terms of any
      employment agreement), at its annual meeting, to hold such office until an
      officer’s successor has been duly appointed and qualified, unless an officer
      sooner dies, resigns or is removed by the Board.





**Background
      of Executive Officers and Directors**





**Nicholas
      Maturo –** Chief
      Executive Officer and Chairman. From September 2005 until December 2006 Mr.
      Maturo was the Chief Executive Officer of EduTrades, Inc., a company that
      provides educational and training courses for students interested in learning
      about investing in the stock market and in other financial instruments. From
      September 2002 until December 2006 Mr.
      Maturo worked for Whitney Information Network, Inc., the parent of EduTrades,
      Inc. as its Chief Operating Officer and in 2004 also became its President.
      From
      1981 to 2000, Mr. Maturo was employed at Philip Morris Cos. where he held a
      number of executive positions in finance, operations and strategy both at home
      and abroad. When he left Philip Morris, he was Chief Information Officer of
      Kraft International. Mr. Maturo earned a Bachelor of Commerce degree in finance
      and economics from McGill University and also completed the Executive General
      Management Program at McGill University.





**William
      C. Kosoff** –
      President, Chief Financial Officer and Director. During the past five years
      Mr.
      Kosoff served as Vice President of Worldwide Sales and a Director for a public
      company, Telenetics Corp. under the new Sarbanes-Oxley regimen. From December
      of
      2005 to September 2006, Mr. Kosoff was licensed and active in residential Real
      Estate in California. In addition, Mr.
      Kosoff has served as a Director of TRES and Interim President and CEO of TRES
      while providing consulting services to the Company. Mr. Kosoff received his
      BA
      in Physics from California State University in 1978. He was in the high
      technology industry for 45 years serving in Engineering, Marketing, Sales,
      and
      Senior Management positions with Rockwell International from
      1960
      to 1984. In 1984 he co-founded Telenetics Corp as President and CEO. In 1987
      Telenetics became public on NASDAQ and was acquired in 2006 by a private firm.
      During his tenure with Telenetics he also served as CFO from 1988 to
      1991.





**Louis
      Sagar –** Director. During the past five years Mr. Sagar has been and remains the
      principal in Old School Ventures, LLC, his own marketing consulting firm based
      in New York City. Previously, Mr. Sagar founded ZONA, a specialty home retailer,
      Mr. Sagar built a lifestyle merchandising brand with nine retail locations
      and
      wholesale operations distributing private label home accessories and lifestyle
      products throughout the United States, Europe, and Japan. In 1998 Mr. Sagar
      sold
      ZONA to a private investment group. Mr. Sagar has been a director of Newsgrade
      Corporation, the former parent of TRES and a significant shareholder of
      Voxpath,


since
      April 1998 and a director of TRES since September 2005. In June 2007 Mr. Sagar
      became the Chairman and Chief Executive Officer of Auction Floor, Inc., a
      provider of web based technology to the auction industry.





***
      J. Christopher Albanese –** Director, Mr. Albanese has been General Counsel of American Capital Partners,
      LLC, an investment banking firm, since August 2002. From August 2001 to August
      2002 Mr. Albanese worked in the legal department of Prudential Securities Inc.
      in the commodities and futures unit. Mr. Albanese received a B.A. from Brooklyn
      College in 1995 and a
      J.D.
      from Brooklyn Law School in 2000.





Our
      directors are elected for a term of one year and until their successors are
      elected and qualified.




·
            Mr.
                Albanese resigned effective June 27, 2008. See section 16 “Subsequent
                Events”.




22




**Committees**





Our
      business, property and affairs are managed by or under the direction of the
      board of directors. Members of the board are kept informed of our business
      through discussion with the chief executive and financial officers and other
      officers, by reviewing materials provided to them and by participating at
      meetings of the board and its committees.





**Section
      16(a) Compliance**





Section
      16(a) of the Securities Exchange Act of 1934, requires our directors, executive
      officers and persons who own more than 10% of our common stock to file with
      the
      SEC initial reports of ownership and reports of changes in ownership of common
      stock and other of our equity securities. During the year ended March 31, 2008,
      our officers, directors and 10% stockholders did not make any filings pursuant
      to Section 16(a).




**ITEM
      10. EXECUTIVE COMPENSATION**





**Directors’
      Compensation**





Compensation
      for outside Directors has been set at $25,000 annually plus re-imbursement
      of
      reasonable and ordinary expenses.




**Executive
      Officers’ Compensation**





The
      following table sets forth information concerning the annual and long-term
      compensation earned by or paid to our Chief Executive Officer and to other
      persons who served as executive officers as at and/or during the fiscal year
      ended March 31, 2008 who earned compensation exceeding $100,000 during fiscal
      year 2008 (the “named executive officers”), for services as executive officers
      for the last three fiscal years.




Summary
      Compensation Table




Name
                & Principal Position
            
            Year
            
            Salary
                ($)
            
            Bonus
                ($)
            
            Stock
                Awards($)
            
            Option
                Awards ($)
            
            Non-Equity
                Incentive Plan Compensation ($)
            
            Change
                in Pension Value and Non-Qualified Deferred Compensation
                Earnings ($)
            
            All
                Other Compensation ($)
            
            Total
                ($)Ron
                Firmin
            
            
            2007
            
            $
            50,329
            
            
            
            
            $
            478,976
            
            
            
            
            
            
            
            
            
            
            $
            119,500
            
            $
            648,805Nicholas Maturo
                (1)
            
            
            2008
            
            $
            210,937
            (1)
            
            
            
            $
            614,550
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            825,487WilliamKosoff
                (2)
            
            
            2008
            
            $
            146,875
            (2)
            
            
            
            $
            209,850
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            356,725




(1)
            $56,250
                of 2008 compensation was deferred during the 2008 fiscal year and
                has been
                accrued to be paid in FY 2009.(2)
            $37,500
                0f 2008 compensation was deferred during the 2008 fiscal year and
                has been
                accrued to be paid in FY2009. During 2008 $12,550 of the salary was
                paid
                as consulting fees per the terms of the consulting contract entered
                into
                prior to Mr. Kosoff’s employment contract becoming effective February
                6th2007.




23





Outstanding
      Equity Awards at Fiscal Year-End Table.




Option
                Awards
            
            Stock
                AwardsName
            
            Number
              of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            
            Number
              of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Securities
                Underlying
              Unexercised
              Unearned
              Options
              (#)
            
            Option
              Exercise
              Price
              ($)
            
            Option
              Expiration
              Date
            
            Number
              of
                Shares
              or
                Units
              of
                Stock
              That
                Have
              Not
              Vested
              (#)
            
            Market
              Value
                of
              Shares
                or
              Units
                of
              Stock
              That
                Have
              Not
              Vested
              ($)
            
            Equity
              Incentive
              Plan
                Awards:
              Number
              of
              Unearned
              Shares,
              Units
                or
              Other
                Rights
              That
                Have
              Not
              Vested
              (#)
            
            Equity
                Incentive
              Plan
                Awards:
              Market
                or Payout
              Value
              of
              Unearned
              Shares,
              Units
                or
              Other
              Rights
              That
                Have
              Not
              Vested
              ($)Ron
                Firmin
            
            
            1,330,490
            
            
            
            
            
            
            
            $
            0.25
            
            
            7/14/09Nicholas
                Maturo
            
            
            3,000,000
            
            
            3,000,000
            
            
            
            
            $
            0.41
            
            
            1/24/17William
                Kosoff
            
            
            1,000,000
            
            
            500,000
            
            
            
            
            $
            0.42
            
            
            2/7/17





**Employment
      Agreements**





On
      January 23, 2007 the Company entered into a 3 year employment contract with
      Nicholas Maturo as CEO as well as electing him to the Board of Directors and
      further electing him as Chairman of the Board. The contract provides the first
      year’s annual salary of $225,000 with annual increases and certain performance
      based bonuses. In addition the contract awards stock options of 6,000,000 shares
      with 1,500,000 vesting upon signing and the balance over the life of the
      contract.


On
      June
      30, 2008, the Company entered into an Amended and Restated Employment Agreement
      (the “Agreement”) with Nicholas S. Maturo, the Company’s Chairman of the Board
      and Chief Executive Officer of Company since January 23, 2007.





The
      Agreement extends the term of Mr. Maturo’s employment for five (5) years, as may
      be extended or earlier terminated pursuant to the terms and conditions of the
      Agreement and provides for automatic renewals for successive three (3) year
      periods unless, prior to the 90 th calendar
      day preceding the expiration of the then existing term, either Company or Mr.
      Maturo provide written notice to the other that it elects not to renew the
      term





Based
      on
      performance criteria to be agreed upon between the Board of Directors and Mr.
      Maturo at the beginning of each operating year and for the duration of the
      term,
      Mr. Maturo’s salary will be increased to $300,000, effective January 23, 2008,
      $400,000, effective January 23, 2009 and $500,000, effective January 23, 2010
      for the duration of the term, subject to any additional increases on the
      recommendations of the Compensation Committee of the Board of Directors or
      the
      Board of Directors, as applicable.





Additionally,
      Mr. Maturo the following equity compensation from Company (collectively, the
      “Equity Compensation”) upon xecution of the Agreement:





(a)
            an
                option to purchase 6,000,000 shares of common stock of the Company,
                with
                options to purchase 3,000,000 shares fully vested, options to purchase
                1,500,000 shares vesting on January 23, 2009 and the remaining options
                to
                purchase 1,500,000 shares vesting on January 23, 2010, with a exercise
                price of $0.42 per share, and a cashless exercise feature;





(b)
            5,000,000
                shares of restricted common stock of the Company granted and fully-vested
                as of the date of the Agreement, with the Company paying all associated
                tax obligations on behalf of the
                Employee;




24




(c)
            In
                addition to the salary and the equity compensation, Mr. Maturo will
                be
                entitled to receive an annual cash bonus equal to at least 50% and
                up to
                100% of the salary, subject to the recommendations of the Compensation
                Committee of the Board of Directors or the Board of Directors, as
                applicable, based upon performance criteria to be agreed upon between
                the
                Compensation Committee of the Board of Directors or the Board of
                Directors, as applicable, and Mr. Maturo at the beginning of each
                operating year of the Company during the term;
                and





(d)
            Mr.
                Maturo also shall be entitled to receive incentive bonuses upon the
                closing of strategic acquisitions, joint ventures or other strategic
                transactions and/or relationships which are intended to accrue a
                significant benefit to the Company, by the Company, as recommended
                by the
                Compensation Committee of the Board of Directors or the Board of
                Directors, as applicable, to be agreed upon between the Compensation
                Committee of the Board of Directors or the Board of Directors, as
                applicable, and Mr. Maturo during the
                Term.





On
      February 6, 2007 the Company entered into a 2 year employment contract with
      William Kosoff as President and CFO. Mr. Kosoff remains a Director of the
      Company and also serves as Treasurer and Secretary of the Corporation. The
      contract provides the first year’s annual salary of $150,000 with annual
      increases and performance based bonuses. In addition the contract awards stock
      options of 1,500,000 shares with 500,000 vesting upon signing and the balance
      vesting over the life of the contract.





On
      January 15th2008 the
      company entered into employment agreements with the key management of the
      acquired entities of Razor Data, LLC and Investmenet tools and Training, LLC
      (ITT). Each contract provides a base salary of $150,000 plus annual bonuses
      to
      be determined by the CEO and the Board of Directors. The agreements are for
      3
      years and contain severance pay provisions for up to the remaining salary for
      three years if terminated by the company without cause or by the employee if
      for
“Good Reason, or six (6) months salary, whichever is greater. The contracts
      contain Non-Compete covenants as well as providing ownership of “Inventions”
pertaining to the business of the Company.





The
      key
      personnel and their respective positions are listed below:





Rhett
      Andersen, Vice President of Development, Razor Data


Robert
      Oldham, Vice President of Technology, Razor Data


Bart
      Coon, Vice President of Corporate Strategy, ITT.


Ryan
      Smith, Vice President of ITT,


Shawn
      Lucas, Director of Education and Technology, ITT.




25




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.**





The
      following table provides information as to shares of common stock beneficially
      owned as of March 31, 2008 by:




·
            each
                director;·
            each
                officer named in the summary compensation table;·
            each
                person owning of record or known by us, based on information provided
                to
                us by the persons named below, to own beneficially at least 5% of
                our
                common stock; and·
            all
                directors and executive officers as a
                group.




Name
                  of Beneficial Owner (1)
              
              Common Stock
                Beneficially
                Owned
              
              Percentage of
                Common Stock (2)Nicholas
                  S. Maturo
              
              
              3,000,000
              
              
              1.26
              %William
                  C. Kosoff (3)
              
              
              3,962,962
              
              
              1.67
              %Louis
                  Sagar
              
              
              1,487,654
              
              
              0.63
              %RABI
                  LLC – Bart Coon
              
              
              38,533,333
              
              
              16.22
              %ROMEL
                  Enterprises Inc – Robert Oldham
              
              
              19,266,666
              
              
              8.10
              %Kays
                  Creek Capital Inc. – Ryan Smith and Chad Miller
              
              
              17,866,667
              
              
              7.52
              %Newsgrade
                  Corporation
              
              
              48,239,137
              
              
              20.30
              %All
                  Officers and Directors as a group (3 Persons)
              
              
              8,450,616
              
              
              3.56
              %




(1)
              Except
                  as otherwise indicated, the address of each beneficial owner is
                  c/o
                  TheRetirementsolution.com, Inc., 110 William Street, 22ndfloor, New York, New York, 10038.
 
 (2)
              Applicable
                  percentage ownership is based on 237,602,806 shares of common stock
                  outstanding as of March 31, 2008, together with securities exercisable
                  or
                  convertible into shares of common stock within 60 days of March
                  31, 2008
                  for each stockholder. Beneficial ownership is determined in accordance
                  with the rules of the Securities and Exchange Commission and generally
                  includes voting or investment power with respect to securities.
                  Shares of
                  common stock that are currently exercisable or exercisable within
                  60 days
                  of March 31, 2008 are deemed to be beneficially owned by the person
                  holding such securities for the purpose of computing the percentage
                  of
                  ownership of such person, but are not treated as outstanding for
                  the
                  purpose of computing the percentage ownership of any other
                  person.
 
 (3)
              Includes
                  987,655 shares owned by Blue Line Communications, an entity controlled
                  by
                  Mr. Kosoff.


No
      Director, executive officer, affiliate or any owner of record or beneficial
      owner of more than 5% of any class of voting securities of the Company is a
      party adverse to the Company or has a material interest adverse to the
      Company.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE**





The
      Company advanced funds to two related parties. The advances are non-interest
      bearing and have no repayment terms. The related parties consist of two
      corporations related to the Company through common ownership. At March 31,
      2008
      and 2007, due from related parties balance was $147,600 and $99,574,
      respectively. At March 31, 2008 and 2007, due to related party was $158,789
      and
      $43,561, respectively.





The
      Company is under a contract with a related party corporation whereby the related
      party provides marketing and promotional activity in exchange for 20% of gross
      revenue from sales of the related corporation’s products and services. Contained
      within the contract are a minimum number of subscribers the Company is required
      to maintain to ensure exclusivity.





In
      March
      2007, the Company entered into an agreement with a corporation that is majority
      owned by a former president and CEO of the Company and which provides ongoing
      management services under a consulting agreement as described in Note 12. Per
      the terms of the employment and separation agreement, upon termination of his
      employment the company became obligated for one year of severance pay. Upon
      termination of the agreement in March 2007, and in exchange for the remaining
      payments due, a promissory note was issued to the majority shareholder in the
      amount of $128,386; with interest at 8.00% annually, payable in monthly
      installments of $5,807.




26




**ITEM
      13. EXHIBITS**




Number
              
              Description3.1
              
              Registrant’s
                  Articles of Incorporation (incorporated by reference to Exhibit
                  3 to the
                  Company’s 10SB12G filed on August 12, 1999).3.2
              
              Certificate
                  of Amendment to Registrant’s Articles of Incorporation (incorporated by
                  reference to Exhibit 3 to the Company’s 10SB12G filed on August 12,
                  1999).3.4
              
              Registrant’s
                  By-Laws (incorporated by reference to Exhibit 3 to the Company’s 10SB12G
                  filed on August 12, 1999).3.5
              
              Amendment
                  to Articles of Incorporation or by-laws (incorporated by reference
                  to
                  Exhibit 3.1 to the Company’s Form 8-K filed on February 15,
                  2007)10.1
              
              Entry
                  into a Material Definitive Agreement (incorporated by reference
                  to Exhibit
                  10.1to the Company’s Form 8-K filed on February 12,
                  2007)10.2
              
              Stock
                  Purchase Agreement by and among Voxpath Holdings, Inc., and The
                  Retirement
                  Solution, Inc., Audited Financial Statements of Registrant as of
                  March 31,
                  2006 and for the period from August 10, 2005 (date of inception)
                  through
                  March 31, 2006, and Unaditied financial statements for the three
                  months
                  period ended June 30,2006 (Incorporated by reference to Exhibit
                  10.1 to
                  the Company’s Form 8-K filed on October 2, 2006).10.3
              
              Membership
                  Interest Purchase Agreement by and among TheRetirementSolution.com,
                  Inc.,
                  Investment Tools and Training, LLC, Boya Systems, LLC, Kays Creek
                  Capital
                  Management, LLC and LUCASA, LLC, dated as of January 15, 2008,
                  incorporated by reference to Exhibit 10.1 to Form 8-K filed on
                  January 16,
                  2008.10.4
              
              Asset
                  Purchase Agreement by and among TheRetirementSolution.com, Inc.,
                  RazorData
                  Corp., Razor Data, LLC, Boya Systems, LLC and Rabble, LLC, dated
                  as of
                  January 15, 2008, incorporated by reference to Exhibit 10.2 to
                  Form 8-K
                  filed on January 16, 2008.10.5
              
              Form
                  of Convertible Promissory Notes issued January 15, 2008, incorporated
                  by
                  reference to Exhibit 10.3 to Form 8-K filed on January 16,
                  2008.10.6
              
              Registration
                  Rights Agreement by and among TheRetirementSolution.com, Inc.,
                  Romel
                  Enterprises, Inc., Tyvan Enterprises, Inc., Badaco, Inc., LUCASA,
                  LLC and
                  Kays Creek Capital Management, LLC, dated as of January 15, 2008,
                  incorporated by reference to Exhibit 10.4 to Form 8-K filed on
                  January 16,
                  2008.10.7
              
              Lock
                  Up Agreement by and among TheRetirementSolution.com, Inc., Romel
                  Enterprises, Inc., Tyvan Enterprises, Inc., Badaco, Inc., LUCASA,
                  LLC,
                  Kays Creek Capital Management, LLC and John E. Robinson, dated
                  as of
                  January 15, 2008, incorporated by reference to Exhibit 10.5 to
                  Form 8-K
                  filed on January 16, 2008.10.8
              
              Registration
                  Rights Agreement by and among TheRetirementSolution.com, Inc.,
                  Romel
                  Enterprises, Inc., Tyvan Enterprises, Inc. and Badaco, Inc., dated
                  as of
                  January 15, 2008, incorporated by reference to Exhibit 10.6 to
                  Form 8-K
                  filed on January 16, 2008.10.9
              
              Lock
                  Up Agreement by and among TheRetirementSolution.com, Inc., Romel
                  Enterprises, Inc., Tyvan Enterprises, Inc., Badaco, Inc. and Clayton
                  Ross,
                  dated as of January 15, 2008, incorporated by reference to Exhibit
                  10.7 to
                  Form 8-K filed on January 16, 2008.10.10
              
              Amended
                  and Restated Employment Agreement, dated June 30, 2008, incorporated
                  by
                  reference to Exhibit 10.1 to Form 8-K filed on July 8,
                  2008.10.11
              
              Marketing
                  Agreement, dated July 2, 2008 with Allied Global Ventures, incorporated
                  by
                  reference to Exhibit 10.1 to Form 8-K filed on July 14, 2008.31.1
              
              Certification
                  of Principal Executive Officer pursuant to 13a-14(a) under the
                  Securities
                  Exchange Act of 1934, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.31.2
              
              Certification
                  of Principal Financial Officer pursuant to 13a-14(a) under the
                  Securities
                  Exchange Act of 1934, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.32.1
              
              Certification
                  of the Principal Executive Officer pursuant to 18 U.S.C Section
                  1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.32.2
              
              Certification
                  of the Principal Financial Officer pursuant to 18 U.S.C Section
                  1350, as
                  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002.




27





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




The
      following table sets forth fees billed to us by our auditors during the fiscal
      years ended March 31, 2008 and 2007 for: (i) services rendered for the audit
      of
      our annual financial statements and the review of our quarterly financial
      statements, (ii) services by our auditor that are reasonably related to the
      performance of the audit or review of our financial statements and that are
      not
      reported as Audit Fees, (iii) services rendered in connection with tax
      compliance, tax advice and tax planning, and (iv) all other fees for services
      rendered.


March
                    31, 2008(i)
                
                
                Audit
                    Fees
                
                $
                240,008(ii)
                
                
                Audit
                    Related Fees
                
                
                -(iii)
                
                
                Tax
                    Fees
                
                
                -(iv)
                
                
                All
                    Other Fees
                
                
                -Totals
                
                $
                240,008




AUDIT
      FEES. Consists of fees billed for professional services rendered for the audit
      of The Retirement Solution, Inc.'s consolidated financial statements and review
      of the interim consolidated financial statements included in quarterly reports
      and services that are normally provided by RBSM LLP in connection with statutory
      and regulatory filings or engagements. In addition the Audit fees include the
      audit fees associated with the audit of Razor Data ($ 92,108) and ITT ($ 28,125)
      in support of the January 15, 2008 acquisitions of those entities.





AUDIT-RELATED
      FEES. Consists of fees billed for assurance and related services that are
      reasonably related to the performance of the audit or review of The Retirement
      Solution, Inc.'s consolidated financial statements and are not reported under
      "Audit Fees." There were no Audit-Related services provided in fiscal
      2008.





TAX
      FEES.
      Consists of fees billed for professional services for tax compliance, tax advice
      and tax planning. There were no tax services provided in fiscal
      2008.





ALL
      OTHER
      FEES. Consists of fees for products and services other than the services
      reported above. There were no management consulting services provided in fiscal
      2008.





POLICY
      ON
      AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
      INDEPENDENT AUDITORS





The
      Company currently does not have a designated Audit Committee, and accordingly,
      the Company's Board of Directors' policy is to pre-approve all audit and
      permissible non-audit services provided by the independent auditors. These
      services may include audit services, audit-related services, tax services and
      other services. Pre-approval is generally provided for up to one year and any
      pre-approval is detailed as to the particular service or category of services
      and is generally subject to a specific budget. The independent auditors and
      management are required to periodically report to the Company's Board of
      Directors regarding the extent of services provided by the independent auditors
      in accordance with this pre-approval, and the fees for the services performed
      to
      date. The Board of Directors may also pre-approve particular services on a
      case-by-case basis.




28




**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**CONSOLIDATED
      FINANCIAL STATEMENTS**





**MARCH
      31, 2008 AND 2007**





**FORMING
      A PART OF ANNUAL REPORT**


**PURSUANT
      TO THE SECURITIES EXCHANGE ACT OF 1934**





**THERETIREMENTSSOLUTION.COM,
      INC.**





**THERETIREMENTSOLUTION.COM,
      INC.**





**Index
      to Consolidated Financial Statements**





**Page**Report
                of Independent Registered Public Accounting Firm
            
            **F-2**Consolidated
                Balance Sheets As Of March 31, 2008 and 2007
            
            **F-3**Consolidated
                Statement Of Losses For The Years Ended March 31, 2008 and
                2007
            
            **F-4**Consolidated
                Statement Of Deficiency In Stockholders’ Equity For The Two Years Ended
                March 31, 2008
            
            **F-5**Consolidated
                Statement Of Cash Flows For The Year Ended March 31, 2008 and 2007
            
            **F-7**Notes
                To Consolidated Financial Statements
            
            **F-8
                ~F-36**











**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




The
      Board
      of Directors,


TheRetirementSolution.com,
      Inc.


New
      York,
      NY




We
      have
      audited the accompanying consolidated balance sheets of
      TheRetirementSolution.com, Inc. (and subsidiaries) (the “Company”) as of March
      31, 2008 and 2007 and the related consolidated statements of losses, (deficiency
      in) stockholders’ equity, and cash flows for each of the two years in the period
      ended March 31, 2008. These financial statements are the responsibility of
      the
      Company’s management. Our responsibility is to express an opinion on these
      financial statements based upon our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the financial statements are free of material misstatements. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe our audits
      provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of the Company as of March
      31,
      2008 and 2007, and the results of its operations and its cash flows for each
      of
      the two years in the period ended March 31, 2008, in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As discussed in the Note 14, the
      Company has suffered recurring losses from operations and has a net accumulated
      deficiency as of March 31, 2008, which raises substantial doubt about its
      ability to continue as a going concern. Management’s plans in regard to this
      matter are described in Note 14. The accompanying statements do not include
      any
      adjustments that might result from the outcome of this uncertainty.








/s/RBSM
      LLP







New
      York,
      New York


August
      14, 2008





F-2





**THERETIREMENTSOLUTION.COM,
                INC.****CONSOLIDATED
                BALANCE SHEETS****MARCH
                31, 2008 AND 2007**




2008
            
            2007ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            179,829
            
            $
            14,611Accounts
                receivable, net
            
            
            601,102
            
            
            -Unbilled
                revenue
            
            
            294,675
            
            
            -Deferred
                costs
            
            
            84,952Employee
                advances
            
            
            18,750
            
            
            -Due
                from related party
            
            
            147,600
            
            
            99,574Prepaid
                expenses
            
            
            6,064
            
            
            -Other
                current assets
            
            
            1,911
            
            
            -Total
                current assets
            
            
            1,334,883
            
            
            114,185Property,
                plant and equipment, net of accumulated depreciation of $169,198
                and
                $1,194 as of March 31,2008 and 2007, respectively
            
            
            2,778,581
            
            
            1,479Other
                assets:Deposits
                and
            
            
            33,800
            
            
            -Customers
                list, net of accumulated amortization of $34,705 and $0 as of March
                31,
                2008 and 2007, respectively
            
            
            465,042
            
            
            -Goodwill
            
            
            27,233,173
            
            
            -Total
                assets
            
            $
            31,845,479
            
            $
            115,664LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            1,693,005
            
            $
            385,884Deferred
                revenue
            
            
            804,452
            
            
            5,500Due
                to related party
            
            
            158,789
            
            
            43,561Convertible
                debentures, current portion
            
            
            1,600,000
            
            
            450,000Notes
                payable, current portion
            
            
            284,508
            
            
            312,556Total
                current liabilities
            
            
            4,540,754
            
            
            1,197,501Long
                term debt:Convertible
                debentures, long term portion
            
            
            17,667
            
            
            -Convertible
                debentures, long term portion-related party
            
            
            3,958,333Notes
                payable, long term portion
            
            
            -
            
            
            65,830Total
                liabilities
            
            
            8,516,754
            
            
            1,263,331Commitments
                and contingenciesSTOCKHOLDERS'
                EQUITY (DEFICIT)Common
                stock, par value $0.001; 700,000,000 shares authorized; 237,602,806
                and
                141,735,432 issued and outstanding as of March 31, 2008 and 2007,
                respectively
            
            
            237,603
            
            
            141,735Additional
                paid in capital
            
            
            32,240,750
            
            
            5,006,817Common
                shares to be issued
            
            
            4,521,000
            
            
            -Accumulated
                deficit
            
            
            (13,670,628
            )
            
            (6,296,219
            )Total
                stockholders' equity (deficit)
            
            
            23,328,725
            
            
            (1,147,667
            )Total
                liabilities and stockholders' equity (deficit)
            
            $
            31,845,478
            
            $
            115,664





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




F-3





**THERETIREMENTSOLUTION.COM,
                INC.****CONSOLIDATED
                STATEMENT OF LOSSES****YEARS
                ENDED MARCH 31, 2008 AND
                2007**




2008
            
            2007Revenue,
                net:Subscription
                revenue
            
            $
            692,984
            
            $
            97,543Software
                sales
            
            
            22,402
            
            
            -Services
                and other
            
            
            256,134
            
            
            -Total
                revenue
            
            
            971,520
            
            
            97,543Cost
                of revenue
            
            
            1,028,605
            
            
            -Net
                profit (loss)
            
            
            (57,085
            )
            
            97,543Operating
                costs:Selling,
                general and administrative
            
            
            4,761,491
            
            
            5,600,307Depreciation
                and amortization
            
            
            198,725
            
            
            985Total
                operating expenses
            
            
            4,960,216
            
            
            5,601,292Net
                loss from operations
            
            
            (5,017,300
            )
            
            (5,503,749
            )Other
                income (expense):Interest,
                net
            
            
            (2,356,720
            )
            
            (247,275
            )Other
            
            
            (388
            )
            
            -Net
                loss before provision for income taxes
            
            
            (7,374,409
            )
            
            (5,751,024
            )Income
                taxes (benefit)
            
            
            -
            
            
            -NET
                LOSS
            
            $
            (7,374,409
            )
            $
            (5,751,024
            )Loss
                per common share-basic and assuming fully diluted
            
            $
            (0.04
            )
            $
            (0.05
            )Weighted
                average number of common shares outstanding-basic and assuming fully
                diluted
            
            
            166,722,981
            
            
            121,851,000





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





F-4




**THERETIREMENTSOLUTION.COM.,
                INC****CONSOLIDATED
                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)****TWO
                YEARS ENDED MARCH 31, 2008**




Additional
            
            Common sharesCommon stock
            
            Paid in
            
            To be issued
            
            AccumulatedShares
            
            Amount
            
            Capital
            
            Shares
            
            Amount
            
            Deficit
            
            TotalBalance,
                April 1, 2006
            
            
            98,765,424
            
            $
            98,765
            
            $
            21,235
            
            
            -
            
            $
            -
            
            $
            (545,195
            )
            $
            (425,195
            )Common
                stock issued in April 2006 for services rendered at $0.31 per
                share
            
            
            411,525
            
            
            412
            
            
            124,588
            
            
            -
            
            
            -
            
            
            -
            
            
            125,000Common
                stock issued in May 2006 for services rendered at $0.31 per
                share
            
            
            411,524
            
            
            411
            
            
            124,589
            
            
            -
            
            
            -
            
            
            -
            
            
            125,000Common
                stock issued in July 2006 for services rendered at $0.45 per
                share
            
            
            411,525
            
            
            412
            
            
            184,588
            
            
            -
            
            
            -
            
            
            -
            
            
            185,000Common
                stock issued in conjunction with merger with Voxpath Holdings,
                Inc.
            
            
            36,135,434
            
            
            36,135
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            36,135Sale
                of common stock in January 2007
            
            
            2,200,000
            
            
            2,200
            
            
            547,800
            
            
            -
            
            
            -
            
            
            -
            
            
            550,000Sale
                of common stock in January 2007
            
            
            700,000
            
            
            700
            
            
            174,300
            
            
            -
            
            
            -
            
            
            -
            
            
            175,000Common
                stock issued in February 2007 in exchange for convertible
                debenture
            
            
            600,000
            
            
            600
            
            
            149,400
            
            
            -
            
            
            -
            
            
            -
            
            
            150,000Common
                stock issued in February 2007 for services rendered at $0.49 per
                share
            
            
            2,100,000
            
            
            2,100
            
            
            1,026,900
            
            
            -
            
            
            -
            
            
            -
            
            
            1,029,000Beneficial
                conversion feature attributable to issuance of convertible
                debentures
            
            
            -
            
            
            -
            
            
            192,200
            
            
            -
            
            
            -
            
            
            -
            
            
            192,200Fair
                value of vested options issued to employees
            
            
            -
            
            
            -
            
            
            1,440,776
            
            
            -
            
            
            -
            
            
            -
            
            
            1,440,776Fair
                value of vested options issued to non employees
            
            
            -
            
            
            -
            
            
            1,020,441
            
            
            -
            
            
            -
            
            
            -
            
            
            1,020,441Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,751,024
            )
            
            (5,751,024
            )Balance,
                March 31, 2007
            
            
            141,735,432
            
            $
            141,735
            
            $
            5,006,817
            
            
            -
            
            $
            -
            
            $
            (6,296,219
            )
            $
            (1,147,667
            )





F-5





**THERETIREMENTSOLUTION.COM.,
                INC****CONSOLIDATED
                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)****TWO
                YEARS ENDED MARCH 31, 2008**




Additional
            
            Common sharesCommon
                stock
            
            Paid in
            
            To be issued
            
            AccumulatedShares
            
            Amount
            
            Capital
            
            Shares
            
            Amount
            
            Deficit
            
            TotalBalance,
                April 1, 2007
            
            
            141,735,432
            
            $
            141,735
            
            $
            5,006,817
            
            
            -
            
            $
            -
            
            $
            (6,296,219
            )
            $
            (1,147,667
            )Sale
                of common stock in April 2007
            
            
            1,905,000
            
            
            1,905
            
            
            474,345
            
            
            -
            
            
            -
            
            
            -
            
            
            476,250Common
                stock issued in April 2007 in exchange for convertible
                debenture
            
            
            1,800,000
            
            
            1,800
            
            
            448,200
            
            
            -
            
            
            -
            
            
            -
            
            
            450,000Common
                stock issued in April 2007 for services rendered at $0.47 per
                share
            
            
            510,000
            
            
            510
            
            
            239,190
            
            
            -
            
            
            -
            
            
            -
            
            
            239,700Common
                stock issued in April 2007 in connection with marketing event at
                $0.47 per
                share
            
            
            300
            
            
            1
            
            
            140
            
            
            -
            
            
            -
            
            
            -
            
            
            141Common
                stock issued in May 2007 in connection with financing costs attributable
                to convertible debt
            
            
            1,950,000
            
            
            1,950
            
            
            700,050
            
            
            -
            
            
            -
            
            
            -
            
            
            702,000Beneficial
                conversion feature on convertible debt in connection with issuance
                of
                common stock in October 2007
            
            
            375,000
            
            
            375
            
            
            249,625
            
            
            -
            
            
            -
            
            
            -
            
            
            250,000Common
                stock issued in October 2007 for services rendered at $0.18 per
                share
            
            
            250,000
            
            
            250
            
            
            44,750
            
            
            -
            
            
            -
            
            
            -
            
            
            45,000Common
                stock issued in November 2007 for services rendered at $0.25 per
                share
            
            
            425,300
            
            
            425
            
            
            105,900
            
            
            -
            
            
            -
            
            
            -
            
            
            106,325Common
                stock issued in December 2007 for services rendered at $0.09 per
                share
            
            
            500,000
            
            
            500
            
            
            89,500
            
            
            -
            
            
            -
            
            
            -
            
            
            90,000Common
                stock issued in January 2008 in settlement of accrued interest on
                convertible debentures
            
            
            685,108
            
            
            685
            
            
            136,337
            
            
            -
            
            
            -
            
            
            -
            
            
            137,022Common
                stock issued in connection with the acquisition of ITT in January
                2008
            
            
            54,600,000
            
            
            54,600
            
            
            13,595,400
            
            
            -
            
            
            -
            
            
            -
            
            
            13,650,000Common
                stock to be issued in connection with acquisition of ITT in January
                2008
            
            
            -
            
            
            -
            
            
            -
            
            
            12,000,000
            
            
            3,000,000
            
            
            -
            
            
            3,000,000Common
                stock issued in connection with the acquisition of Razor in January
                2008
            
            
            32,000,000
            
            
            32,000
            
            
            7,968,000
            
            
            -
            
            
            -
            
            
            -
            
            
            8,000,000Common
                stock to be issued in connection with acquisition of Razor in January
                2008
            
            
            -
            
            
            -
            
            
            -
            
            
            6,000,000
            
            
            1,500,000
            
            
            -
            
            
            1,500,000Beneficial
                conversion feature on convertible debt in connection with issuance
                of
                common stock in March 2008
            
            
            200,000
            
            
            200
            
            
            37,800
            
            
            -
            
            
            -
            
            
            -
            
            
            38,000Common
                stock issued in March 2008 in exchange for convertible
                debenture
            
            
            666,666
            
            
            667
            
            
            99,333
            
            
            -
            
            
            -
            
            
            -
            
            
            100,000Beneficial
                conversion feature on convertible debt in connection with issuance
                of
                common stock in March 2008
            
            
            -
            
            
            -
            
            
            -
            
            
            100,000
            
            
            21,000
            
            
            -
            
            
            21,000Beneficial
                conversion feature on convertible debentures
            
            
            -
            
            
            -
            
            
            1,700,429
            
            
            -
            
            
            -
            
            
            -
            
            
            1,700,429Fair
                value of warrants issued in settlement of debt
            
            
            -
            
            
            -
            
            
            393,750
            
            
            -
            
            
            -
            
            
            -
            
            
            393,750Fair
                value of warrants issued in exchange for services rendered
            
            
            -
            
            
            -
            
            
            60,904
            
            
            -
            
            
            -
            
            
            -
            
            
            60,904Fair
                value of vested options issued to employees
            
            
            -
            
            
            -
            
            
            824,400
            
            
            -
            
            
            -
            
            
            -
            
            
            824,400Fair
                value of vested options issued to consultants for services
                rendered
            
            
            -
            
            
            -
            
            
            65,880
            
            
            -
            
            
            -
            
            
            -
            
            
            65,880Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (7,374,409
            )
            
            (7,374,409
            )Balance,
                March 31, 2008
            
            
            237,602,806
            
            $
            237,603
            
            $
            32,240,750
            
            
            18,100,000
            
            $
            4,521,000
            
            $
            (13,670,628
            )
            $
            (23,328,725
            )




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




F-6


**THERETIREMENTSOLUTION.COM,
                INC.****CONSOLIDATED
                STATEMENT OF CASH FLOWS****YEARS
                ENDED MARCH 31, 2008 AND
                2007**




2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (7,374,409
            )
            $
            (5,751,024
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            198,725
            
            
            985Common
                stock issued for services rendered
            
            
            481,166
            
            
            1,464,000Beneficial
                conversion features in connection with the issuance of convertible
                debentures
            
            
            1,637,429
            
            
            192,200Fair
                value of vested options issued for services rendered
            
            
            890,280
            
            
            2,461,217Fair
                value of warrants issued for services rendered
            
            
            454,654
            
            
            -Financing
                costs in connection with convertible debentures
            
            
            -
            
            
            -Organization
                costs relating to acquisition of Voxpath Holdings, Inc.
            
            
            -
            
            
            86,135(Increase)
                decrease in:Accounts
                receivable
            
            
            (271,174
            )
            
            -Unbilled
                revenue
            
            
            (102,106
            )
            
            -Deferred
                costs
            
            
            8,562Employee
                advances
            
            
            (18,750
            )
            
            -Other
                assets
            
            
            (8981
            )
            
            -Increase
                (decrease) in:Accounts
                payable and accrued liabilities
            
            
            1,335,877
            
            
            288,525Deferred
                revenue
            
            
            766,298
            
            
            5,500Net
                cash used in operating activities:
            
            
            (2,002,429
            )
            
            (1,252,462
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Acquisition
                of fixed assets
            
            
            (17,679
            )
            
            -Net
                cash paid in conjunction with acquisition of Voxpath Holdings,
                Inc.
            
            
            -
            
            
            (50,000
            )Net
                cash received in conjunction with acquisition of ITT
            
            
            83,807
            
            
            -Net
                cash received in conjunction with acquisition of Razor
            
            
            3,856
            
            
            -Investments
                acquired
            
            
            (1,911
            )
            
            -Net
                cash provided by (used in) investing activities:
            
            
            68,073
            
            
            (50,000
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Proceeds
                from sale of common stock
            
            
            476,250
            
            
            725,000Proceeds
                from issuance of convertible debentures
            
            
            1,750,000
            
            
            600,000Repayments
                of notes payable, related party
            
            
            (93,878
            )
            
            128,386Repayments
                of related party advances, net
            
            
            (32,798
            )
            
            (150,450
            )Net
                cash provided by financing activities
            
            
            2,099,574
            
            
            1,302,936Net
                increase in cash and cash equivalents
            
            
            165,218
            
            
            474Cash
                and cash equivalents-beginning of period
            
            
            14,611
            
            
            14,137Cash
                and cash equivalents-end of period
            
            $
            179,829
            
            $
            14,611SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATIONCash
                paid during the period for:Interest
            
            $
            -
            
            $
            1,452Income
                taxes
            
            $
            -
            
            $
            -Common
                stock issued for services rendered
            
            $
            481,166
            
            $
            1,464,000Beneficial
                conversion feature attributable to convertible debentures
            
            $
            1,637,429
            
            $
            192,200Fair
                value of vested options issued for services rendered
            
            $
            890,280
            
            $
            2,461,217Fair
                value of warrants issued for services rendered
            
            $
            454,654
            
            $
            -Common
                stock issued in conjunction with merger with Voxpath Holdings,
                Inc
            
            $
            -
            
            $
            36,135Common
                stock issued in conjunction with acquisition of ITT
            
            $
            13,650,000
            
            $
            -Common
                stock issued in conjunction with acquisition of Razor
            
            $
            8,000,000
            
            $
            -





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





F-7





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





A
      summary
      of the significant accounting policies applied in the preparation of the
      accompanying financial statements follows:





**Business
      and basis of Presentation**





TheRetirementSolution.Com,
      Inc. (the "Company") is incorporated on August 10, 2005 under the laws of the
      State of Nevada. On September 16, 2006, the Company changed its name to
      TheRetirementSolution.Com, Inc. The Company currently markets
      directly and through its marketing partners as well as online, certain investor
      products and services that
      provide financial and educational information to its prospective customers
      and
      to its subscribers. During the year ended March 31, 2008, the Company
      transitioned from a development stage enterprise to an
      operating company.  While
      the
      Company has generated revenues from its sale of products, the Company has
      incurred expenses, and sustained losses. Consequently, its operations are
      subject to all risks inherent in the establishment of a new business enterprise.
      As of March 31, 2008, the Company has accumulated losses of
      $13,670,628.





On
      August
      30, 2006, the Company entered into a Share Purchase Agreement (“Agreement”) with
      Voxpath Holdings, Inc. (“Voxpath”). Prior to merger, Voxpath was an inactive
      corporation with no significant assets and liabilities. As a result of the
      Agreement, there was a change in control of the public entity. In accordance
      with SFAS No. 141, Voxpath was the acquiring entity. While the transaction
      is
      accounted for using the purchase method of accounting, in substance the
      Agreement is a recapitalization of Voxpath’s capital structure. For accounting
      purposes, the Company accounted for the transaction as a reverse acquisition
      and
      Voxpath is the surviving entity. The value of the net assets acquired was $0.
      The Company did not recognize goodwill or any intangible assets in connection
      with the transaction. Effective with the Agreement, all previously outstanding
      shares of common stock were exchanged for an aggregate of 99,999,998 shares
      of
      the Company’s common stock. The value of the stock issued was the historical
      cost of the Company’s net tangible assets, which did not differ materially from
      their fair value. The total consideration paid was $86,135.





During
      the year ended March 31, 2008, the Company acquired Investment Tools and
      Training, LLC (“ITT); a Utah limited liability company founded on November 9,
      2006 and Razor Data, LLC (“Razor”); a Utah limited liability company formed July
      23, 2002.





The
      consolidated financial statements include the accounts of the Company and its
      wholly owned subsidiaries, Voxpath Holdings, Inc., ITT and Razor. All
      significant inter-company transactions and balances have been eliminated in
      consolidation.





**Merger
      and Corporate Restructure**





On
      August
      30, 2006, the Company entered into a Share Purchase Agreement (“Agreement”) with
      Voxpath Holdings, Inc. (“Voxpath”). As a result of the Agreement, there was a
      change in control of the public entity. In accordance with SFAS No. 141, Voxpath
      was the acquiring entity. While the transaction is accounted for using the
      purchase method of accounting, in substance the Agreement is a recapitalization
      of Voxpath’s capital structure.





For
      accounting purposes, the Company accounted for the transaction as a reverse
      acquisition and Voxpath is the surviving entity. The total purchase price and
      carrying value of the net assets acquired was $0. The Company did not recognize
      goodwill or any intangible assets in connection with the transaction. The
      Company was an inactive corporation with no significant assets and
      liabilities.





Effective
      with the Agreement, all previously outstanding shares of common stock were
      exchanged for an aggregate of 99,999,998 shares of the Company’s common stock.
      The value of the stock issued was the historical cost of the Company’s net
      tangible assets, which did not differ materially from their fair
      value.





The
      total
      consideration paid was $86,135 and the significant components of the transaction
      are as follows:




Cash
                paid
            
            $
            50,000Common
                stock retained
            
            
            36,135Assets
                acquired
            
            
            -Liabilities
                assumed
            
            
            -Total
                consideration paid/organization expense
            
            $
            86,135




In
      accordance with SOP 98-5, the Company expensed $86,135 as organization
      costs


F-8


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Acquisition
      of ITT**





On
      January 15, 2008, the Company completed the purchase of all the outstanding
      membership interests of ITT. The total purchase price was $18,650,000,
      consisting of an aggregate of 66,600,000 shares of the Company’s common stock
      and the issuance of convertible promissory notes of $2,000,000.





An
      aggregate of 54,600,000 shares of the Company’s common stock was issued at the
      time of closing with the remaining (12,000,000) shares of common stock to be
      issued over a four year period. The common stock, valued at the date of closing,
      was $16,650,000 and was not registered under the Securities Act of 1933, as
      amended.





The
      promissory notes bear interest at 6% per annum, mature on April 15, 2009 and
      convert, at the holders’ option, at a conversion price of $0.20 per share.





In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, *Business
      Combinations* (“SFAS
      No. 141”), the purchase method of accounting was used to account for the
      acquisition of ITT. The results of operations of ITT have been included in
      the
      Consolidated Statements of Losses since the date of acquisition.





In
      accordance with SFAS No. 141, the total purchase price was allocated to the
      estimated fair value, as determined by management, of the assets acquired and
      liabilities assumed, as follows:




Cash
            
            $
            83,807Current
                assets acquired
            
            
            32,832Software
            
            
            1,676,000Liabilities
                assumed
            
            
            (100,000
            )Goodwill
                acquired
            
            
            16,957,361Total
                purchase price
            
            $
            18,650,000





The
      Company identified software as identifiable intangible assets with estimated
      life of 3 years.





Goodwill
      in the amount of $16,957,361 represents the excess of the purchase price over
      the fair value of the net identifiable tangible and intangible assets acquired
      and their associated costs and expenses.





The
      following unaudited pro forma results of operations of the Company for the
      year
      ended March 31, 2008 assumes that the acquisition of ITT occurred on April
      1,
      2006. ITT was formed in November 2006 and accordingly, pro forma results of
      operations relating to ITT include amounts from that date onwards. These
      unaudited pro forma results may not be representative of the actual results
      of
      operations or results of operations in future years.





**For the Year**
              **Ended March**
              **31,****2008**(unaudited)Revenue
            
            $
            684,926Net
                loss
            
            
            (5,524,956
            )Loss
                per common share
            
            
            (0.03
            )





**Acquisition
      of Razor**





On
      January 15, 2008, the Company completed the purchase of substantially all of
      the
      assets of Razor assumed specified liabilities. The total purchase price was
      $12,500,000, consisting of an aggregate of 38,000,000 shares of the Company’s
      common stock and the issuance of convertible promissory notes of
      $3,000,000.





An
      aggregate of 32,000,000 shares of the Company’s common stock was issued at the
      time of closing with the remaining (6,000,000) shares of common stock to be
      issued on the second and third anniversary of the closing. The common stock,
      valued at the date of closing, was $9,500,000 and was not registered under
      the
      Securities Act of 1933, as amended.


F-9


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





The
      promissory notes bear interest at 6% per annum, mature on April 15, 2009 and
      convert, at the holders’ option, at a conversion price of $0.20 per share.





In
      accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, *Business
      Combinations* (“SFAS
      No. 141”), the purchase method of accounting was used to account for the
      acquisition of Razor. The results of operations of ITT have been included in
      the
      Consolidated Statements of Losses since the date of acquisition.





In
      accordance with SFAS No. 141, the total purchase price was allocated to the
      estimated fair value, as determined by management, of the assets acquired and
      liabilities assumed, as follows:




Cash
            
            $
            3,856Accounts
                receivable
            
            
            325,428Unbilled
                revenue
            
            
            192,569Deferred
                costs and prepaid expenses
            
            
            96,065Software
                license
            
            
            1,244,000Customer
                lists
            
            
            499,747Non
                current assets
            
            
            3,443Liabilities
                assumed
            
            
            (140,920
            )Goodwill
                acquired
            
            
            10,275,812Total
                purchase price
            
            $
            12,500,000





The
      Company identified software and customer lists as identifiable intangible assets
      with estimated life of 6 and 3 years, respectively.





Goodwill
      in the amount of $10,275,812 represents the excess of the purchase price over
      the fair value of the net identifiable tangible and intangible assets acquired
      and their associated costs and expenses.





The
      following unaudited pro forma results of operations of the Company for the
      year
      ended March 31, 2007 assumes that the acquisition of ITT occurred on April
      1,
      2007. These unaudited pro forma results may not be representative of the actual
      results of operations or results of operations in future years.








**For the Year**
              **Ended March**
              **31,**
            
            **For the**
              **Year**
              **Ended**
              **March 31,****2008**
            
            **2007**(unaudited)
            
            (unaudited)Revenue
            
            $
            5,573,488
            
            $
            4,453,129Net
                Income ( loss)
            
            
            (2,691,615
            )
            
            1,760,640Income
                (Loss) per common share
            
            
            (0.02
            )
            
            0.01




**Revenue
      Recognition**





For
      revenue from product sales and services, the Company recognizes revenue in
      accordance with Staff Accounting Bulletin No. 104, *Revenue
      Recognition* ("SAB104"), which superseded Staff Accounting Bulletin No. 101, *Revenue
      Recognition in Financial Statements* ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue
      can be recognized: (1) persuasive evidence of an arrangement exists; (2)
      delivery has occurred or services have been rendered; (3) the selling price
      is
      fixed and determinable; and (4) collectibility is reasonably assured.
      Determination of criteria (3) and (4) are based on management's judgments
      regarding the fixed nature of the selling prices of the products delivered
      and
      the collectibility of those amounts. Provisions for discounts and rebates to
      customers, estimated returns and allowances, and other adjustments are provided
      for in the same period the related sales are recorded. The Company defers any
      revenue for which the product has not been delivered or is subject to refund
      until such time that the Company and the customer jointly determine that the
      product has been delivered or no refund will be required. SAB 104 incorporates
      Emerging Issues Task Force 00-21 ("EITF 00-21"), *Multiple-Deliverable
      Revenue Arrangements* .
      EITF
      00-21 addresses accounting for arrangements that may involve the delivery or
      performance of multiple products, services and/or rights to use assets. The
      effect of implementing EITF 00-21 on the Company's financial position and
      results of operations was not significant.


F-10


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**




**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





Revenue
      arises from subscriptions to the websites/software, workshops, online workshops
      and training and coaching/counseling services because the payments are received
      before the service has been rendered.  We sell our products separately and
      in various bundles that contain multiple deliverables that include website/data
      subscriptions, educational workshops, online workshops and training, one-on-one
      coaching and counseling sessions, along with other products and services. In
      accordance with EITF 00-21, sales arrangements with multiple deliverables are
      divided into separate units of accounting if the deliverables in the arrangement
      meet the following criteria: (i) the product has value to the customer on a
      standalone basis; (ii) there is objective and reliable evidence of the fair
      value of undelivered items; and (iii) delivery or performances of any
      undelivered item is probable and substantially in our control. The fair value
      of
      each separate element is generally determined by prices charged when sold
      separately. In certain arrangements, we offer these products bundled
      together.  If there is any discount from the combined fair value of the
      individual elements, the discount is allocated to the portion of the revenues
      that is attributed to the online courses and training. As per EITF 00-21, if
      fair value of all undelivered elements in an arrangement exists, but fair value
      does not exist for a delivered element, then revenue is recognized using the
      residual method. Under the residual method, the fair value of undelivered
      elements is deferred and the remaining portion of the arrangement fee (after
      allocation of 100 percent of any discount to the delivered item) is recognized
      as revenue.  The deferral policy for each of the different types of
      revenues is summarized as follows:


**Product**
              
              **Recognition
                  Policy**Live
                  Workshops and Workshop Certificates
              
              Deferred
                  and recognized as the workshop is provided or certificate
                  expiresOnline
                  training and courses
              
              Deferred
                  and recognized a.) as the services are delivered, or b.) when usage
                  thresholds are met, or c.) on a straight-line basis over the initial
                  product periodCoaching/Counseling
                  services
              
              Deferred
                  and recognized as services are delivered, or on a straight-line
                  basis over
                  the initial product periodWebsite/data
                  fees (monthly)
              
              Not
                  Deferred, recognized in the month deliveredWebsite/data
                  fees (pre-paid subscriptions)
              
              Deferred
                  and recognized on a straight-line basis over the subscription
                  period




As
      of
      March 31, 2008 and 2007, the Company’s deferred revenue was $804,452 and $5,500,
      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 the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenue and expenses during the reporting period. Actual
      results could differ from those estimates.





**Property
      and Equipment**





Property
      and equipment are stated at cost. When retired or otherwise disposed, the
      related carrying value and accumulated depreciation are removed from the
      respective accounts and the net difference less any amount realized from
      disposition, is reflected in earnings. For financial statement purposes,
      property and equipment are recorded at cost and depreciated using the straight
      line method over their estimated useful lives as follows:





Office
      equipment 5 years


Software  3
      to 7
      years





**Advertising
      Costs**





The
      Company expenses advertising costs as incurred. Advertising expense was $34,331
      and $12,500 for the years ended March 31, 2008 and 2007,
      respectively.





F-11




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Research
      and Development**





The
      Company accounts for research and development costs in accordance with the
      Financial Accounting Standards Board’s Statement of Financial Accounting
      Standards No. 2 (“SFAS 2”), “Accounting for Research and Development Costs.”
Under SFAS 2, all research and development costs must be charged to expense
      as
      incurred. Accordingly, internal research and development costs are expensed
      as
      incurred. Third-party research and developments costs are expensed when the
      contracted work has been performed or as milestone results have been achieved.
      Company-sponsored research and development costs related to both present and
      future products are expensed in the period incurred. For the years ended March
      31, 2008 and 2007, the Company’s expenditures on research and product
      development were immaterial.





**Reclassification**





Certain
      reclassifications have been made in prior year’s financial statements to conform
      to classifications used in the current year.





**Intangible
      Assets and Goodwill**





The
      Company accounts for acquisitions in accordance with the provisions of SFAS
      No.
      141, “ *Business
      Combinations* .”
The
      Company assigns to all identifiable assets acquired (including intangible
      assets), and to all identifiable liabilities assumed, a portion of the cost
      of
      the acquired company equal to the estimated fair value of such assets and
      liabilities at the date of acquisition. The Company records the excess of the
      cost of the acquired company over the sum of the amounts assigned to
      identifiable assets acquired less liabilities assumed, if any, as
      goodwill.





As
      a
      result of the acquisitions of ITT and Razor on January 15, 2008, the Company
      acquired intangible assets in the aggregate amount of $30,652,920.





The
      Company allocated $2,920,000 and $499,747 to identifiable intangible assets
      including a developed software and customer lists, respectively. The remaining
      $27,233,173 was allocated to goodwill.





The
      Company amortized its identifiable intangible assets using the straight-line
      method over their estimated period of benefit.  The estimated useful
      lives of the developed software and the customer lists are three years. The
      Company periodically evaluates the recoverability of intangible assets and
      takes
      into account events or circumstances that warrant revised estimates of useful
      lives or indicate that impairment exists.





The
      Company accounts for and reports acquired goodwill and other intangible assets
      under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). In
      accordance with SFAS No. 142, the Company tests its intangible assets for
      impairment on an annual basis and when there is reason to suspect that their
      values have been diminished or impaired. Any write-downs will be included in
      results from operations.





Total
      identifiable intangible assets acquired in the acquisition of ITT and Razor
      and
      their carrying values at March 31, 2008 are:


Gross Carrying
                Amount
              
              Accumulated
                Amortization
              
              Net
              
              Residual
                Value
              
              Weighted average
                Amortization Period
                (Years)Amortized
                  Identifiable intangible assets:Customer/subscriber
                  lists-Razor
              
              $
              499,747
              
              $
              (34,705
              )
              $
              465,042
              
              $
              -0-
              
              
              3Software
                  license-Razor
              
              
              1,244,000
              
              
              (43,194
              )
              
              1,200,806
              
              
              -0-
              
              
              6Software
                  ITT
              
              
              1,676,000
              
              
              (116,389
              )
              
              1,559,611
              
              
              -0-
              
              
              3Unamortized
                  Identifiable Assets
              
              
              NONETotal
              
              $
              3,419,747
              
              $
              (194,288
              )
              $
              3,225,459
              
              $
              -0-




Total
      amortization expense charged to operations for the years ended March 31, 2008
      and 2007 was $282,325 and $0, respectively. Estimated amortization expense
      as of
      March 31, 2008 is as follows:





F-12





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**




**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**




Year
                ended March 31,2009
            
            $
            932,5822010
            
            
            932,5822011
            
            
            781,4882012
            
            
            207,3332012 and after
            
            
            371,473Total
            
            $
            3,225,459





The
      Company does not amortize goodwill. The Company recorded goodwill in the amount
      of $27,233,173 as a result of the acquisition of Razor Data & IT during
      the year ended 3/31/08, and 3/31/08, the Company has determined that the value
      of goodwill has not been impaired based upon managements assessment of
      operating results and forecasted discounted cash flow.





**Impairment
      of long lived assets**





The
      Company has adopted Statement of Financial Accounting Standards No. 144 (SFAS
      144). The Statement requires that long-lived assets and certain identifiable
      intangibles held and used by the Company be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Events relating to recoverability may include
      significant unfavorable changes in business conditions, recurring losses, or
      a
      forecasted inability to achieve break-even operating results over an extended
      period. The Company evaluates the recoverability of long-lived assets based
      upon
      forecasted undiscounted cash flows. Should impairment in value be indicated,
      the
      carrying value of intangible assets will be adjusted, based on estimates of
      future discounted cash flows resulting from the use and ultimate disposition
      of
      the asset. SF AS No. 144 also requires assets to be disposed of is reported
      at
      the lower of the carrying amount or the fair value less costs to sell.





**Fair
      value of financial instruments**





Fair
      value estimates discussed herein are based upon certain market assumptions
      and
      pertinent information available to management as of March 31, 2008 and 2007.
      The
      respective carrying value of certain on-balance-sheet financial instruments
      approximated their fair values. These financial instruments include cash and
      accounts payable. Fair values were assumed to approximate carrying values for
      cash and payables because they are short term in nature and their carrying
      amounts approximate fair values or they are payable on demand.





**Concentrations
      of Credit Risk**





Financial
      instruments and related items which potentially subject the Company to
      concentrations of credit risk consist primarily of cash, cash equivalents and
      trade receivables. The Company places its cash and temporary cash investments
      with credit quality institutions. At times, such investments may be in excess
      of
      the FDIC insurance limit. The Company periodically reviews its trade receivables
      in determining its allowance for doubtful accounts. The allowance for refunds
      was $6,200 and $-0- at March 31, 2008 and 2007, respectively.





**Website
      Development Costs**





The
      Company recognizes website development costs in accordance with Emerging Issue
      Task Force ("EITF") No. 00-02, "Accounting for Website Development Costs."
      As
      such, the Company expenses all costs incurred that relate to the planning and
      post implementation phases of development of its website. Direct costs incurred
      in the development phase are capitalized and recognized over the estimated
      useful life. Costs associated with repair or maintenance for the website are
      included in cost of net revenues in the current period expenses. During the
      years ended March 31, 2008 and 2007, the Company did not capitalize any costs
      associated with the website development.





F-13





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Software
      Development Costs**





The
      Company accounts for software development costs intended for sale in accordance
      with SFAS No. 86, *Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise
      Marketed* (“SFAS 86”).
      SFAS No. 86 requires product development costs to be charged to expense as
      incurred until technological feasibility is attained and all other research
      and
      development activities for the hardware components of the product have been
      completed. Technological feasibility is attained when the planning, design
      and
      testing phase related to the development of the Company’s software has been
      completed and the software has been determined viable for its intended use,
      which typically occurs when beta testing commences.





**Stock-Based
      Compensation**




On
      January 1, 2006 the company adopted Statement of Financial Accounting Standards
      No. 123 (revised 2004) " *Share-Based
      Payment* "
      (SFAS
      123 (R)) which requires the measurement and recognition of compensation expense
      for all share-based payment awards made to employees and directors including
      employee stock options and employee stock purchases related to a Employee Stock
      Purchase Plan based on the estimated fair values. SFAS 123 (R) supersedes the
      company's previous accounting under Accounting Principles Board Opinion No.
      25,
      " *Accounting
      for Stock Issued to Employees* "
      ("APB
      25") for the periods beginning fiscal 2006.





The
      company adopted SFAS 123 (R) using the modified prospective transition method,
      which required the application of the accounting standard as of January 1,
      2006.
      The company's Financial Statements as of and for the year ended March 31, 2007
      reflects the impact of SFAS 123(R). In accordance with the modified prospective
      transition method, the company's Financial Statements for the prior periods
      have
      not been restated to reflect, and do not include the impact of SFAS 123 (R).
      Stock based compensation expense recognized under SFAS 123 (R) for the year
      ended March 31, 2007 was $1,440,776.





For
      the
      year ended March 31, 2007, the Company granted 14,288,760 stock options to
      employees and consultants with exercise prices ranging from $0.25 to $.42 per
      share expiring from three to ten years from dates of issuance with 25% to 50%
      immediate vesting. The fair value of the options was determined using the
      Black-Scholes option pricing model with the following assumptions: expected
      dividend yield: 0%; volatility 207.57% to 242.54%; risk free interest rate
      4.54
      to 5.02%. The fair value of $1,440,776 was recorded as a current period charge
      to earnings.





For
      the
      year ended March 31, 2008, the Company did not grant stock options to employees
      and consultants. The fair value of options granted in previous years vesting
      during the year ended March 31, 2008 of $824,400 was recorded as a current
      period charge to earnings.





**Segment
      Information**





Statement
      of Financial Accounting Standards No. 131, “Disclosures about Segments of an
      Enterprise and Related Information” (“SFAS 131”) establishes standards for
      reporting information regarding operating segments in annual financial
      statements and requires selected information for those segments to be presented
      in interim financial reports issued to stockholders. SFAS 131 also establishes
      standards for related disclosures about products and services and geographic
      areas. Operating segments are identified as components of an enterprise about
      which separate discrete financial information is available for evaluation by
      the
      chief operating decision maker, or decision-making group, in making decisions
      how to allocate resources and assess performance. The information disclosed
      herein materially represents all of the financial information related to the
      Company’s principal operating segment.





F-14





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**Income
      taxes**





The
      Company follows Statement of Financial Accounting Standard No.109, Accounting
      for Income Taxes (SFAS No.109) for recording the provision for income taxes.
      Deferred tax assets and liabilities are computed based upon the difference
      between the financial statement and income tax basis of assets and liabilities
      using the enacted marginal tax rate applicable when the related asset or
      liability is expected to be realized or settled. Deferred income tax expenses
      or
      benefits are based on the changes in the asset or liability during each period.
      If available evidence suggests that it is more likely than not that some portion
      or all of the deferred tax assets will not be realized, a valuation allowance
      is
      required to reduce the deferred tax assets to the amount that is more likely
      than not to be realized. Future changes in such valuation allowance are included
      in the provision for deferred income taxes in the period of change. Deferred
      income taxes may arise from temporary differences resulting from income and
      expense items reported for financial accounting and tax purposes in different
      periods. Deferred taxes are classified as current or non-current, depending
      on
      the classification of assets and liabilities to which they relate. Deferred
      taxes arising from temporary differences that are not related to an asset or
      liability are classified as current or non-current depending on the periods
      in
      which the temporary differences are expected to reverse




At
      March
      31, 2008, the Company has available for federal income tax purposes a net
      operating loss carry forward of approximately $13,700,000, expiring in the
      year
      2023, that may be used to offset future taxable income. The Company has provided
      a valuation reserve against the full amount of the net operating loss benefit,
      since in the opinion of management based upon the earnings history of the
      Company; it is more likely than not that the benefits will not be realized.
      Due
      to significant changes in the Company's ownership, the future use of its
      existing net operating losses may be limited. Components of deferred tax assets
      as of March 31, 2008 are as follows:




Noncurrent:Net
                operating loss carryforward
            
            $
            4,660,000Valuation
                allowance
            
            $
            (4,660,000
            )Net
                deferred tax asset
            
            
            -




**Comprehensive
      Income (Loss)**





The
      Company adopted Statement of Financial Accounting Standards No. 130; “Reporting
      Comprehensive Income” (SFAS) No. 130 establishes standards for the reporting and
      displaying of comprehensive income and its components. Comprehensive income
      is
      defined as the change in equity of a business during a period from transactions
      and other events and circumstances from non-owners sources. It includes all
      changes in equity during a period except those resulting from investments by
      owners and distributions to owners. SFAS No. 130 requires other comprehensive
      income (loss) to include foreign currency translation adjustments and unrealized
      gains and losses on available for sale securities.




**Liquidity**





As
      shown
      in the accompanying consolidated financial statements, the Company incurred
      a
      net loss of $7,374,409 for the year ended March 31, 2008. The Company's current
      liabilities exceeded its current assets by $3,205,871 as of March 31,
      2008.





**Cash
      and Cash Equivalents**




For
      purposes of the statement of cash flows, cash includes demand deposits, saving
      accounts and money market accounts. The Company considers all highly liquid
      debt
      instruments with maturities of three months or less when purchased to be cash
      equivalents.




**Loss
      per Share**





The
      Company has adopted Statement of Financial Accounting Standard No. 128,
      "Earnings Per Share," specifying the computation, presentation and disclosure
      requirements of earnings per share information. Basic earnings per share have
      been calculated based upon the weighted average number of common shares
      outstanding. Stock options and warrants have been excluded as common stock
      equivalents in the diluted earnings per share because they are either
      antidilutive, or their effect is not material.




F-15





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**




**Recent
      Accounting Pronouncements**





In
      February 2007, the FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities –
Including an Amendment of FASB Statement No. 115* ”
(“SFAS
      No. 159”).  SFAS No. 159 permits entities to choose to measure many
      financial instruments and certain other items at fair value.  Most of
      the provisions of SFAS No. 159 apply only to entities that elect the fair value
      option. However, the amendment to SFAS No. 115 “ *Accounting
      for Certain Investments in Debt and Equity Securities* ”
applies
      to all entities with available-for-sale and trading securities.  SFAS
      No. 159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007.  Early adoption is permitted as of the
      beginning of a fiscal year that begins on or before November 15, 2007, provided
      the entity also elects to apply the provision of SFAS No. 157, “ *Fair
      Value Measurements* ”.  The
      adoption of SFAS No. 159 is not expected to have a material impact on its
      consolidated financial position, results of operations or cash
      flows.





In
      December 2007, the FASB issued SFAS No. 141(R), *"Business
      Combinations"* ("SFAS No. 141(R)"), which establishes principles and requirements for how
      an acquirer recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed, and any noncontrolling interest in
      an
      acquiree, including the recognition and measurement of goodwill acquired in
      a
      business combination. SFAS No. 141R is effective as of the beginning of the
      first fiscal year beginning on or after December 15, 2008. Earlier adoption
      is prohibited and the Company is currently evaluating the effect, if any that
      the adoption will have on its consolidated financial position results of
      operations or cash flows.





In
      December 2007, the FASB issued SFAS No. 160, *"Noncontrolling
      Interest in Consolidated Financial Statements, an amendment of ARB
      No. 51”* (“SFAS
      No. 160”), which will change the accounting and reporting for minority
      interests, which will be recharacterized as noncontrolling interests and
      classified as a component of equity within the consolidated balance sheets.
      SFAS
      No. 160 is effective as of the beginning of the first fiscal year beginning
      on
      or after December 15, 2008. Earlier adoption is prohibited and the Company
      is currently evaluating the effect, if any that the adoption will have on its
      consolidated financial position results of operations or cash
      flows.





In
      June 2007, the Accounting Standards Executive Committee issued Statement of
      Position 07-1, “Clarification of the Scope of the Audit and Accounting Guide
      Investment Companies and Accounting by Parent Companies and Equity Method
      Investors for Investments in Investment Companies” (“SOP 07-1”). SOP 07-1
      provides guidance for determining whether an entity is within the scope of
      the
      AICPA Audit and Accounting Guide Investment Companies (the “Audit Guide”). SOP
      07-1 was originally determined to be effective for fiscal years beginning on
      or
      after December 15, 2007, however, on February 6, 2008, FASB issued a
      final Staff Position indefinitely deferring the effective date and prohibiting
      early adoption of SOP 07-1 while addressing implementation issues.





In
      June
      2007, the FASB ratified the consensus in EITF Issue No. 07-3, “Accounting
      for Nonrefundable Advance Payments for Goods or Services to be Used in Future
      Research and Development Activities” (EITF 07-3), which requires that
      nonrefundable advance payments for goods or services that will be used or
      rendered for future research and development (R&D) activities be deferred
      and amortized over the period that the goods are delivered or the related
      services are performed, subject to an assessment of recoverability.
      EITF 07-3 will be effective for fiscal years beginning after
      December 15, 2007. The Company does not expect that the adoption of
      EITF 07-3 will have a material impact on its consolidated financial
      position, results of operations or cash flows.





In
      December 2007, the FASB ratified the consensus in EITF Issue No. 07-1,
“Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1
      defines collaborative arrangements and requires collaborators to present the
      result of activities for which they act as the principal on a gross basis and
      report any payments received from (made to) the other collaborators based on
      other applicable authoritative accounting literature, and in the absence of
      other applicable authoritative literature, on a reasonable, rational and
      consistent accounting policy is to be elected. EITF 07-1 also provides for
      disclosures regarding the nature and purpose of the arrangement, the entity’s
      rights and obligations, the accounting policy for the arrangement and the income
      statement classification and amounts arising from the agreement. EITF 07-1
      will be effective for fiscal years beginning after December 15, 2008, which
      will be the Company’s fiscal year 2009, and will be applied as a change in
      accounting principle retrospectively for all collaborative arrangements existing
      as of the effective date. The Company has not yet evaluated the potential impact
      of adopting EITF 07-1 on our consolidated financial position, results of
      operations or cash flows.





F-16




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**1.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (continued)**




**Recent
      Accounting Pronouncements (continued)**





In
      March
      2008, the FASB” issued SFAS No. 161, “ *Disclosures
      about Derivative Instruments and Hedging Activities – an amendment to FASB
      Statement No. 133”* (“SFAS
      No. 161”) *.* SFAS
      No. 161 is intended to improve financial standards for derivative instruments
      and hedging activities by requiring enhanced disclosures to enable investors
      to
      better understand their effects on an entity's financial position, financial
      performance, and cash flows.  Entities are required to provide
      enhanced disclosures about: (a) how and why an entity uses derivative
      instruments; (b) how derivative instruments and related hedged items are
      accounted for under SFAS No. 133 and its related interpretations; and (c) how
      derivative instruments and related hedged items affect an entity’s financial
      position, financial performance, and cash flows.  It is effective for
      financial statements issued for fiscal years beginning after November 15, 2008,
      with early adoption encouraged.  We are currently evaluating the
      impact of SFAS No. 161, if any, will have on our consolidated financial
      position, results of operations or cash flows.





In
      April
      2008, the FASB issued FSP No. FAS 142-3, *“Determination
      of the Useful Life of Intangible Assets”.* This FSP
      amends the factors that should be considered in developing renewal or extension
      assumptions used to determine the useful life of a recognized intangible asset
      under SFAS No. 142, *“Goodwill
      and Other Intangible Assets”.* We
      are required to adopt FSP 142-3 on September 1, 2009, earlier adoption is
      prohibited.  The guidance in FSP 142-3 for determining the useful life
      of a recognized intangible asset shall be applied prospectively to intangible
      assets acquired after adoption, and the disclosure requirements shall be applied
      prospectively to all intangible assets recognized as of, and subsequent to,
      adoption.  We are currently evaluating the impact of FSP 142-3 on our
      consolidated financial position, results of operations or cash
      flows.





In
      May
      2008, the FASB issued SFAS No. 162, " *The
      Hierarchy of Generally Accepted Accounting Principles* "
      ("SFAS No. 162").  SFAS No. 162 identifies the sources of
      accounting principles and the framework for selecting the principles used in
      the
      preparation of financial statements of nongovernmental entities that are
      presented in conformity with generally accepted accounting principles (the
      GAAP hierarchy).  SFAS No. 162 will become effective 60 days
      following the SEC's approval of the Public Company Accounting Oversight Board
      amendments to AU Section 411, "The Meaning of Present Fairly in
      Conformity With Generally Accepted Accounting Principles."  We do not
      expect the adoption of SFAS No. 162 will have a material effect on our
      consolidated financial position, results of operations or cash
      flows.





In
      May
      2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 " *Accounting
      for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
      (Including Partial Cash Settlement)* " ("FSP
      APB 14-1").  FSP APB 14-1 requires the issuer of certain
      convertible debt instruments that may be settled in cash (or other assets)
      on
      conversion to separately account for the liability (debt) and equity (conversion
      option) components of the instrument in a manner that reflects the issuer's
      non-convertible debt borrowing rate.  FSP APB 14-1 is effective
      for fiscal years beginning after December 15, 2008 on a retroactive
      basis.  We are currently evaluating the potential impact, if any, of
      the adoption of FSP APB 14-1 on our consolidated financial position,
      results of operations or cash flows.





Other
      recent accounting pronouncements issued by the FASB (including its Emerging
      Issues Task Force), the AICPA, and the SEC did not, or are not believed by
      management to, have a material impact on the Company’s present or future
      consolidated financial statements.




F-17




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**2.**  **PROPERTY
      AND EQUIPMENT**





The
      Company’s property and equipment at March 31, 2008 and 2007 consist of the
      following:




**March 31, 2008**
            
            **March 31, 2007**Software
            
            $
            2,920,000
            
            $
            -Computer
                equipment
            
            
            4,211
            
            
            -Office
                equipment
            
            
            23,568
            
            
            2,6732,947,779
            
            
            2,673Less
                accumulated depreciation
            
            
            (169,198
            )
            
            (1,194
            )$
            2,778,581
            
            $
            1,479




Depreciation
      expense charged to operations amounted to $164,020 and $985 for the years ended
      March 31, 2008 and 2007, respectively.





**3.**  **CUSTOMERS
      LIST**





The
      Company’s customers list at March 31, 2008 and 2007 consist of the
      following:





**March
                31,**
              **2008**
            
            **March
                31,**
              **2007**Customers
                list
            
            $
            499,747
            
            $
            -Less
                accumulated amortization
            
            
            (34,705
            )
            
            -$
            465,042
            
            $
            -




The
      Company recorded amortization expense from the date of acquisition to March
      31,
      2008 of $34,705 during the year ended March 31, 2008.





**4.**  **ACCOUNTS
      PAYABLE AND ACCRUED LIABILITIES**





Accounts
      payable and accrued liabilities consisted of the following at March 31, 2008
      and
      2007:




**March 31, 2008**
            
            **March 31, 2007**Accounts
                payable
            
            $
            723,695
            
            $
            109,705Accrued
                consulting payable
            
            
            591,548
            
            
            89,900Accrued
                interest payable
            
            
            178,856
            
            
            70,471Accrued
                payroll taxes
            
            
            23,420
            
            
            20,004Accrued
                salaries and wages
            
            
            175,485
            
            
            95,752Subscription
                royalties payable and other
            
            
            -
            
            
            51$
            1,693,004
            
            $
            385,883





F-18




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**5.**  **NOTES
      PAYABLE**





A
      summary
      of notes payable at March 31, 2008 and 2007 are as follows:





Convertible
      Promissory Note





In
      August
      2005, the Company entered into an agreement to borrow $250,000 in exchange
      for a
      Convertible Promissory Note (Convertible Note). The Convertible Note included
      interest at 10% compounded semiannually, due and payable in five equal
      installments of $50,000 through December 2005. At Noteholder’s option, the
      Convertible Note could be convertible into 250,000 shares stock of the majority
      shareholder of the Company (Parent) at the equivalent conversion price of $1.00
      per share. In addition to the Convertible Note, the Noteholder was to be issued
      warrants to purchase 250,000 shares (205,761 shares after pre-merger adjustment)
      of the Parent’s common stock at an exercise price of $1.25 per share.





Under
      the
      terms of the Convertible Note, if the existing president should resign or be
      dismissed, the monies loaned to the Company, including all accrued interest,
      would immediately be due and payable. The president resigned on February 19,
      2006, thus accelerating the payment of the loan, plus accrued
      interest.





On
      April
      24, 2006, the Company entered into an agreement with the Noteholder regarding
      his forbearance of collecting the debt owed to him due to the resignation of
      its
      former President. The Company will pay from the proceeds of a Private Placement,
      10% of the first $500,000 of funds raised and 20% of the next $500,000 raised,
      for a total of $150,000. The remaining balance will be due on December 31,
      2007,
      including interest at 10% compounding semi-annually. If the Private Placement
      raises less than $1,000,000 by October 2006, the Company will pay 10% of all
      additional capital raised by the Company. If no Private Placement Offering
      is
      circulated, the balance will be due immediately. Additionally, as consideration
      for his forbearance, the Company granted the Noteholder 500,000 shares (411,523
      shares after pre-merger adjustment) of the Company’s common stock which was
      issued to him on April 24, 2006. (Note in default.)





Note
      Payable to Related Party





In
      March
      2007, the Company entered into an agreement with a corporation that is majority
      owned by a former president and CEO of the Company and which provides ongoing
      management services under a consulting agreement as described in Note 12. Per
      the terms of the employment and separation agreement, upon termination of his
      employment the company became obligated for one year of severance pay. Upon
      termination of the agreement in March 2007, and in exchange for the remaining
      payments due, a promissory note was issued to the majority shareholder in the
      amount of $128,386; with interest at 8.00% annually, payable in monthly
      installments of $5,807.





At
      March
      31, 2008 and 2007, balances consist of the following:




**March
                31,**
              **2008**
            
            **March
                31,**
              **2007**Convertible
                promissory note
            
            $
            182,085
            
            $
            250,000Note
                payable to related party
            
            
            102,423
            
            
            128,386284,508
            
            
            378,386Less:
                current portion
            
            
            (284,508
            )
            
            (312,556
            )Long-term
                debt
            
            $
            -
            
            $
            65,830





Aggregate
      maturities of long-term debt at March 31, 2008 are as follows:




Period
                Ending December 31,2008
            
            $
            263,1712009
            
            
            21,337Total
            
            $
            284,508





F-19




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**6.**  **CONVERTIBLE
      DEBENTURES**





In
      April
      2007, the Company issued 1,800,000 shares of common stock in exchange for
      convertible debentures totaling $450,000.





In
      March
      2008, the Company issued 666,666 shares of common stock in exchange for
      convertible debentures totally $100,000





In
      May of
      2007, the following convertible debentures were issued:





Convertible
      Debenture #1





In
      June
      2006, the Company received $50,000 in exchange for a Convertible Debenture
      (“Debenture”) that matures on September 15, 2006. The Debenture bears interest
      at a rate of 10% and will be convertible into 200,000 shares of the Company’s
      common stock, at a conversion rate of $.25 per share. Interest will also be
      converted into common stock at a conversion rate of $.25 per share. The
      Debenture holder converted in May 2007.





Convertible
      Debenture #2





In
      July
      2006, the Company received $50,000 in exchange for a Convertible Debenture
      (“Debenture”) that matures on September 15, 2006. The Debenture bears interest
      at a rate of 10% and will be convertible into 200,000 shares of the Company’s
      common stock, at a conversion rate of $.25 per share. Interest will also be
      converted into common stock at a conversion rate of $.25 per share. The
      Debenture holder converted in May 2007.





Convertible
      Debenture #3





In
      July
      2006, the Company received $50,000 in exchange for a Convertible Debenture
      (“Debenture”) that matures on September 15, 2006. The Debenture bears interest
      at a rate of 10% and will be convertible into 200,000 shares of the Company’s
      common stock, at a conversion rate of $.25 per share. Interest will also be
      converted into common stock at a conversion rate of $.25 per share. The
      Debenture holder converted in May 2007.





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in
      Convertible Note #2, and #3. The Company allocated a portion of the proceeds
      equal to the intrinsic value of that feature to additional paid-in capital.
      The
      Company recognized and measured an aggregate of $48,000 of the proceeds, which
      is equal to the intrinsic value of the imbedded beneficial conversion feature,
      to additional paid-in capital and a discount against the Convertible Note.
      The
      debt discount attributed to the beneficial conversion feature is charged to
      current period operations as interest expense.





Convertible
      Debenture #4





In
      August
      2006, the Company received $50,000 in exchange for a Convertible Debenture
      (“Debenture”) that matures on September 15, 2006. The Debenture bears interest
      at a rate of10% and will be convertible into 200,000 shares of the Company’s
      common stock, at a conversion rate of $.25 per share. Interest will also be
      converted into common stock at a conversion rate of $.25 per share. The
      Debenture holder converted in May 2007.





Convertible
      Debenture #5





In
      August
      2006, the Company received $25,000 in exchange for a Convertible Debenture
      (“Debenture”) that matures on September 15, 2006. The Debenture bears interest
      at a rate of 10% and will be convertible into 100,000 shares of the Company’s
      common stock, at a conversion rate of $.25 per share. Interest will also be
      converted into common stock at a conversion rate of $.25 per share. The
      Debenture holder converted in May 2007.





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in
      Convertible Notes #4 and $5. The Company allocated a portion of the proceeds
      equal to the intrinsic value of that feature to additional paid-in capital.
      The
      Company recognized and measured an aggregate of $36,000 of the proceeds, which
      is equal to the intrinsic value of the imbedded beneficial conversion feature,
      to additional paid-in capital and a discount against the Convertible Note.
      The
      debt discount attributed to the beneficial conversion feature is charged to
      current period operations as interest expense. The Debenture holder has executed
      a Notice of Conversion.




F-20


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**6.**  **CONVERTIBLE
      DEBENTURES (continued)**





Convertible
      Debenture #6





In
      September and October 2006, the Company received $55,000 and $45,000,
      respectively, in exchange for a Convertible Debenture (“Debenture”) that matures
      on September 15, 2006. The Debenture bears interest at a rate of 10% and will
      be
      convertible into 400,000 shares of the Company’s common stock, at a conversion
      rate of $.25 per share. Interest will also be converted into common stock at
      a
      conversion rate of $.25 per share. The Debenture holders converted in May
      2007.




In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in
      Convertible Note #6. The Company allocated a portion of the proceeds equal
      to
      the intrinsic value of that feature to additional paid-in capital. The Company
      recognized and measured an aggregate of $18,200 of the proceeds, which is equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid-in capital and a discount against the Convertible Note. The
      debt
      discount attributed to the beneficial conversion feature is charged to current
      period operations as interest expense.





Convertible
      Debenture #7





In
      October 2006, the Company received $25,000 in exchange for a Convertible
      Debenture (“Debenture”) that matures on October 15, 2006. The Debenture bears
      interest at a rate of 10% and will be convertible into 100,000 shares of the
      Company’s common stock, at a conversion rate of $.25 per share. Interest will
      also be converted into common stock at a conversion rate of $.25 per share.
      The
      Debenture holder converted in May 2007.





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in
      Convertible Note #7. The Company allocated a portion of the proceeds equal
      to
      the intrinsic value of that feature to additional paid-in capital. The Company
      recognized and measured an aggregate of $4,000 of the proceeds, which is equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid-in capital and a discount against the Convertible Note. The
      debt
      discount attributed to the beneficial conversion feature is charged to current
      period operations as interest expense.





Convertible
      Debenture #8





In
      January 2007, the Company received $50,000 in exchange for a Convertible
      Debenture (“Debenture”) that matures in February 2007. The Debenture bears
      interest at a rate of 10% and will be convertible into 200,000 shares of the
      Company’s common stock, at a conversion rate of $.25 per share. Interest will
      also be converted into common stock at a conversion rate of $.25 per share.
      The
      Debenture holder converted in May 2007.





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in
      Convertible Note #8. The Company allocated a portion of the proceeds equal
      to
      the intrinsic value of that feature to additional paid-in capital. The Company
      recognized and measured an aggregate of $12,000 of the proceeds, which is equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid-in capital and a discount against the Convertible Note. The
      debt
      discount attributed to the beneficial conversion feature is charged to current
      period operations as interest expense.





Convertible
      Debenture #9





In
      January 2007, the Company received $50,000 in exchange for a Convertible
      Debenture (“Debenture”) that matures in February 2007. The Debenture bears
      interest at a rate of 10% and will be convertible into 200,000 shares of the
      Company’s common stock, at a conversion rate of $.25 per share. Interest will
      also be converted into common stock at a conversion rate of $.25 per share.
      The
      Debenture holder converted in May 2007.





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in
      Convertible Note #9. The Company allocated a portion of the proceeds equal
      to
      the intrinsic value of that feature to additional paid-in capital. The Company
      recognized and measured an aggregate of $12,000 of the proceeds, which is equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid-in capital and a discount against the Convertible Note. The
      debt
      discount attributed to the beneficial conversion feature is charged to current
      period operations as interest expense.


F-21


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**6.**  **CONVERTIBLE
      DEBENTURES (continued)**





Convertible
      Debenture #10





In
      May
      2007, the Company received $100,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #11





In
      May
      2007, the Company received $50,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #12





In
      May
      2007, the Company received $100,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #13





In
      May
      2007, the Company received $50,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #14





In
      May
      2007, the Company received $125,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)




Convertible
      Debenture #15





In
      May
      2007, the Company received $100,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #16





In
      May
      2007, the Company received $50,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #17





In
      May
      2007, the Company received $150,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #18





In
      May
      2007, the Company received $200,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)


F-22


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**6.**  **CONVERTIBLE
      DEBENTURES (continued)**





Convertible
      Debenture #19





In
      May
      2007, the Company received $200,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #20





In
      May
      2007, the Company received $50,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)




Convertible
      Debenture #21





In
      May
      2007, the Company received $25,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #22





In
      May
      2007, the Company received $25,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #23





In
      May
      2007, the Company received $50,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





Convertible
      Debenture #24





In
      May
      2007, the Company received $25,000 in exchange for a Convertible Debenture
      (Debenture) that matured on August 31, 2007. The Debenture bears an interest
      rate of 12% and is convertible into the Company's common stock at the greater
      of
      $0.25 per share or 67.5% of the average 10 previous trade days prior to
      conversion. (Note in default.)





On
      May 8,
      2007, the Company completed a private placement offering of 26 units, for an
      aggregate purchase price of $1,300,000 in cash. Each "unit" consisted of (i)
      $50,000 in 12% senior convertible notes (the "Notes") and (ii) 75,000 shares
      of
      common stock. The Company issued an aggregate of $1,300,000 in Notes in May
      2007. The 1,950,000 shares of common stock were issued in July 2007. The
      beneficial conversion feature relating to convertible debt of $371,429 and
      the
      financing costs of shares issued relating to convertible debt of $702,000 was
      recorded as a current period expense and as an adjustment to common stock and
      to
      additional paid-in capital as of December 31, 2007.





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in the
      Convertible Notes. The Company allocated a portion of the proceeds equal to
      the
      intrinsic value of that feature to additional paid-in capital. The Company
      recognized and measured an aggregate of $371,429 of the proceeds, which is
      equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid-in capital and a discount against the Convertible Notes. The
      debt discount attributed to the beneficial conversion feature is charged to
      current period operations as financing costs.


F-23


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**6.**  **CONVERTIBLE
      DEBENTURES (continued)**





Convertible
      Debenture #25





In
      October 2007, the Company received $250,000 in exchange for a Convertible
      Debenture (Debenture) that matures on March 31, 2008. The Debenture bears an
      interest rate of 12% and is convertible into the Company's common stock at
      the
      greater of $0.10 per share. (Note in default.)





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in the
      Convertible Notes. The Company allocated a portion of the proceeds equal to
      the
      intrinsic value of that feature to additional paid-in capital. The Company
      recognized and measured an aggregate of $250,000 of the proceeds, which is
      equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid-in capital and a discount against the Convertible Notes. The
      debt discount attributed to the beneficial conversion feature is charged to
      current period operations as financing costs.





Convertible
      Debenture #26





In
      January 2008, the Company received $50,000 in exchange for a Convertible
      Debenture (“Debenture”) that matures in March 31, 2008. The Debenture bears
      interest at a rate of 10% and will be convertible into 100,000 shares of the
      Company’s common stock, at a conversion rate of $.15 per share. Interest will
      also be converted into common stock at a conversion rate of $.25 per share.





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in
      Convertible Note #26. The Company allocated a portion of the proceeds equal
      to
      the intrinsic value of that feature to additional paid-in capital. The Company
      recognized and measured an aggregate of $20,000 of the proceeds, which is equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid-in capital and a discount against the Convertible Note. The
      debt
      discount attributed to the beneficial conversion feature is charged to current
      period operations as interest expense





In
      connection with the issuance of the convertible debenture, the Company is to
      issue 100,000 shares of common stock. The common stock was valued at the date
      of
      the related convertible debenture and charged to current period operations
      as
      financing costs.





Convertible
      Debenture #27





In
      February 2008, the Company received $50,000 in exchange for a Convertible
      Debenture (“Debenture”) that matures in May 2011. The Debenture bears interest
      at a rate of 10% and will be convertible into 100,000 shares of the Company’s
      common stock, at a conversion rate of $.15 per share. Interest will also be
      converted into common stock at a conversion rate of $.25 per share.





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in
      Convertible Note #26. The Company allocated a portion of the proceeds equal
      to
      the intrinsic value of that feature to additional paid-in capital. The Company
      recognized and measured an aggregate of $13,333 of the proceeds, which is equal
      to the intrinsic value of the imbedded beneficial conversion feature, to
      additional paid-in capital and a discount against the Convertible Note.





In
      connection with the issuance of the convertible debenture, the Company is to
      issue 100,000 shares of common stock. The common stock was valued at the date
      of
      the related convertible debenture.





The
      total
      debt discount attributed to the beneficial conversion feature of $32,333 is
      charged operations ratably over the note term as interest expense





Convertible
      Promissory Notes (related party)





In
      conjunction with the acquisitions of ITT and Razor, the Company issued
      $5,000,000 in convertible promissory notes that matures on April 15, 2009.
      The
      Notes bears interest at a rate of 6% and are convertible into 20,000,000 shares
      of the Company’s common stock, at a conversion rate of $0.25 per share at any
      time at the holders’ option. The convertible promissory notes are held by
      current employees of ITT and Razor.




F-24


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**6.**  **CONVERTIBLE
      DEBENTURES (continued)**





In
      accordance with Emerging
      Issues Task Force Issue 98-5, Accounting for Convertible Securities with a
      Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
      (“EITF 98-5”) ,
      the
      Company recognized an imbedded beneficial conversion feature present in the
      Convertible Promissory Notes. The Company allocated a portion of the proceeds
      equal to the intrinsic value of that feature to additional paid-in capital.
      The
      Company recognized and measured an aggregate of $1,250,000 of the proceeds,
      which is equal to the intrinsic value of the imbedded beneficial conversion
      feature, to additional paid-in capital and a discount against the Convertible
      Note. The debt discount attributed to the beneficial conversion feature is
      amortized ratably to operations as interest expense over the term of the
      promissory note.





For
      the
      year ended March 31, 2008, the Company amortized $208,333 to current period
      operations as interest expense.





At
      March
      31, 2008 and 2007, balances consisted of the following:





**March
                31,**
              **2008**
            
            **March
                31,**
              **2007**Convertible
                debenture #1
            
            $
            -
            
            $
            50,000Convertible
                debenture #2
            
            
            -
            
            
            50,000Convertible
                debenture #3
            
            
            -
            
            
            50,000Convertible
                debenture #4
            
            
            -
            
            
            50,000Convertible
                debenture #5
            
            
            -
            
            
            25,000Convertible
                debenture #6
            
            
            -
            
            
            100,000Convertible
                debenture #7
            
            
            -
            
            
            25,000Convertible
                debenture #8
            
            
            -
            
            
            50,000Convertible
                debenture #9
            
            
            -
            
            
            50,000Convertible
                debenture #10
            
            
            100,000
            
            
            -Convertible
                debenture #11
            
            
            50,000
            
            
            -Convertible
                debenture #12
            
            
            100,000
            
            
            -Convertible
                debenture #13
            
            
            50,000
            
            
            -Convertible
                debenture #14
            
            
            125,000
            
            
            -Convertible
                debenture #15
            
            
            100,000
            
            
            -Convertible
                debenture #16
            
            
            50,000
            
            
            -Convertible
                debenture #17
            
            
            150,000
            
            
            -Convertible
                debenture #18
            
            
            200,000
            
            
            -Convertible
                debenture #19
            
            
            200,000
            
            
            -Convertible
                debenture #20
            
            
            50,000
            
            
            -Convertible
                debenture #21
            
            
            25,000
            
            
            -Convertible
                debenture #22
            
            
            25,000
            
            
            -Convertible
                debenture #23
            
            
            50,000
            
            
            -Convertible
                debenture #24
            
            
            25,000
            
            
            -Convertible
                debenture #25
            
            
            250,000
            
            
            -Convertible
                debenture #26
            
            
            50,000
            
            
            -Convertible
                debenture #27, net of unamortized debt discount of $32,333
            
            
            17,667
            
            
            -Convertible
                promissory notes, net of unamortized debt discount of $1,041,667,
                related
                party
            
            
            3,958,333
            
            
            -Total
            
            
            5,576,000
            
            
            450,000Less:
                current portion
            
            
            1,600,000
            
            
            450,000Long
                term portion
            
            $
            17,667
            
            $
            -Long
                term portion, related party
            
            $
            3,958,333
            
            $
            -





F-25


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**7.**  **RELATED
      PARTY TRANSACTIONS**





The
      Company advanced funds to two related parties. The advances are non-interest
      bearing and have no repayment terms. The related parties consist of two
      corporations related to the Company through common ownership. At March 31,
      2008
      and 2007, due from related parties balance was $147,600 and $99,574,
      respectively. The advances are secured by common stock of the company controlled
      by the related party. At March 31, 2008 and 2007, due to related party was
      $158,789 and $43,561, respectively.





In
      addition, as described in note 6 above, the Company issued an aggregate of
      $5,000,000 in convertible promissory notes in connection with the acquisition
      of
      ITT and Razor. The noteholders are current employees of the Company’s
      consolidated group.





The
      Company is under a contract with a related party corporation whereby the related
      party provides marketing and promotional activity in exchange for 20% of gross
      revenue from sales of the related corporation’s products and services. Contained
      within the contract are a minimum number of subscribers the Company is required
      to maintain to ensure exclusivity.





**8.**  **OPERATING
      LEASE COMMITMENTS**





In
      June
      2007, the Company entered into a lease agreement for office space under an
      operating lease agreement (Agreement). Under the Agreement, minimum monthly
      lease payments of $11,267 (including utilities and operating expenses) are
      required, continuing on a month-to-month basis until July 29, 2010. The first
      payment began in July 2007. A security deposit in the amount of $33,800 is
      required to be maintained on deposit with the landlord and has been capitalized
      as an asset on the balance sheet. The unused portion of the security deposit
      will be returned to the Company, after expiration of the term of the lease
      and
      delivery to the landlord of possession of the premises in accordance with the
      provisions of the Agreement.





The
      minimum future lease rentals under this agreement are as follows:





Period
                Ending March 31,2009
            
            $
            159,0362010
            
            
            159,0362011
            
            
            53,012$
            371,084





In
      March
      2008, the Company entered into a lease agreement for office space under a
      sublease agreement (“sublease”). Under the sublease, minimum monthly lease
      payments of $18,210 are required with payments escalating annually through
      September 30, 2010. The first payment began April 15, 2008.





The
      future minimum lease rentals under this sublease are as follows:




Period
                Ending March 31,2009
            
            $
            221,2522010
            
            
            227,8892011
            
            
            115,914$
            565,055





The
      rent
      expense for all leases for the year ended March 31, 2008 and 2007 was $159,481
      and $28,800, respectively.





F-26




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**




**9.**  **COMMON
      STOCK**





The
      Company is authorized to issue 700,000,000 shares of common stock with par
      value
      $.001 per share. As of March 31, 2008, the Company had 237,602,806 shares of
      common stock issued and outstanding.





During
      the twelve months ended March 31, 2007, the Company issued common stock as
      follows:





On
      August
      30, 2006, the Company entered into a Share Purchase Agreement (“Agreement”) with
      Voxpath Holdings, Inc. (“Voxpath”). As a result of the Agreement, there was a
      change in control of the public entity. In accordance with SFAS No. 141, Voxpath
      was the acquiring entity. While the transaction is accounted for using the
      purchase method of accounting, in substance the Agreement is a recapitalization
      of Voxpath’s capital structure.





Effective
      with the Agreement, all previously outstanding shares of common stock were
      exchanged for an aggregate of 99,999,998 shares of the Company’s common stock.
      The value of the stock issued was the historical cost of the Company’s net
      tangible assets, which did not differ materially from their fair value.
      Accordingly, all historical shares, weighted average share and per share amounts
      have been restated to reflect the exchanged number of shares under the
      Agreement.





411,525
      shares of common stock were issued to Noteholder for forbearance of collecting
      the debt owed by the Company.





411,524
      shares of common stock were issued to a consultant in exchange for consulting
      services.





411,525
      shares of common stock were issued to an officer as an inducement to accept
      a
      position with the Company.





In
      a
      merger with Voxpath Holdings, Inc. the Company’s common stock increased by
      36,135,434 shares and authorized shares increased from 300,000,000 shares to
      700,000,000 shares.





Pursuant
      to a Private Placement Agreement, the Company received funds for common stock
      which was issued as follows: 2,900,000 shares and 1,450,000 warrants were issued
      for $725,000. A promissory note in the amount of $150,000 was converted to
      600,000 shares of common stock.





2,100,000
      shares were issued to consultants in exchange for consulting
      services.





During
      the year ended March 31, 2008, the Company issued common stock as
      follows:





Pursuant
      to a Private Placement Agreement, the Company received funds for common stock
      which was issued as follows: 1,905,000 shares and 952,500 warrants were issued
      for $476,250.





In
      April
      2007, the Company issued 1,800,000 shares of common stock in exchange for
      convertible debentures totaling $450,000.





1,685,300
      shares of common stock were issued to consultants in exchange for consulting
      services.





300
      shares of common stock were issued to contest winners as a marketing
      expense.





On
      May 8,
      2007, the Company completed a private placement offering of 26 units, for an
      aggregate purchase price of $1,300,000 in cash. Each "unit" consisted of (i)
      $50,000 in 12% senior convertible notes (the "Notes") and (ii) 75,000 shares
      of
      common stock. The Company issued an aggregate of $1,300,000 in Notes in May
      2007. The 1,950,000 shares of common stock were issued in July 2007. The
      beneficial conversion feature relating to convertible debt of $371,429 was
      recorded as additional paid-in capital and the financing costs of shares issued
      relating to convertible debt of $702,000 was recorded as $1,950 in common stock
      and $705,000 as additional paid-in capital as of December 31, 2007.





In
      October 2007, the Company received $250,000 in exchange for a Convertible
      Debenture (Debenture) that matures on March 31, 2008. The Debenture bears an
      interest rate of 12% and is convertible into the Company's common stock at
      the
      greater of $0.10 per share. The Debt was immediately converted to 375,000 shares
      of the Company’s common stock.





F-27




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**9.**  **COMMON
      STOCK (continued)**





In
      January 2008, the Company issued 685,108 shares of its common stock in
      settlement of accrued interest on convertible debentures.





In
      January 2008, the Company issued 54,600,000 and 32,000,000 shares of its common
      stock in connection with the acquisition of ITT and Razor,
      respectively.





In
      March
      2008, the Company issued 200,000 shares in connection with the issuance of
      convertible debentures.





In
      March
      2008, the Company issued 666,666 shares of its common stock in exchange for
      $100,000 convertible debenture.





**10.**  **COMMITMENTS
      AND CONTINGENCIES**




Employment
      and Consulting Agreements





The
      Company has consulting agreements with outside contractors to provide certain
      marketing and financial advisory services. The Agreements are generally for
      a
      term of 12 months from inception and renewable automatically from year to year
      unless either the Company or Consultant terminates such engagement by written
      notice.





Concentrations





Revenue
      to one customer represented approximately 64.43% of the Company’s total revenue
      for the year ended March 31, 2008.





Litigation





The
      Company may be subject to legal proceedings and claims which arise in the
      ordinary course of its business. Although occasional adverse decisions or
      settlements may occur, the Company believes that the final disposition of such
      matters should not have a material adverse effect on its financial position,
      results of operations or liquidity. The Company had no pending legal proceedings
      or claims as of March 31, 2008.





Pending
      Legal Action





On
      May
      16 th 2008 S.
      Wheeland, the former C.E.O of The Retirement Solution, Inc., the predecessor
      private company, to the current public entity, TheRetirementSolution.com, Inc,
      filed suit against the Company for unpaid severance compensation. The Civil
      Action Number 1:08-cv-01917-MBS was filed in South Carolina and claims unpaid
      severance pay stemming from an employment agreement that provided one year’s
      severance pay upon his departure. The company is defending this action and
      currently is in negotiation to settle his claims.





**11.**  **LOSS
      PER COMMON SHARE**





The
      following table presents the computation of basic and diluted loss per share
      for
      the year ended March 31, 2008 and 2007:





**March 31,**
              **2008**
            
            **March 31,**
              **2007**Net
                loss available for common shareholders
            
            $
            (7,374,409
            )
            $
            (5,751,024
            )Loss
                per share (basic and assuming dilution)
            
            $
            (0.04
            )
            $
            (0.05
            )Weighted
                average common shares outstandingBasic
            
            
            166,722,981
            
            
            121,851,000Fully
                diluted
            
            
            166,722,981
            
            
            121,851,000





Fully-diluted
      weighted-average common shares outstanding are not utilized in the calculation
      of loss per common share as the effect would be anti-dilutive, decreasing the
      reported loss per common share.


F-28


**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**12.**  **INCOME
      TAXES**





The
      Company has adopted Financial Accounting Standard No. 109 which requires the
      recognition of deferred tax liabilities and assets for the expected future
      tax
      consequences of events that have been included in the financial statement or
      tax
      returns. Under this method, deferred tax liabilities and assets are determined
      based on the difference between financial statements and tax bases of assets
      and
      liabilities using enacted tax rates in effect for the year in which the
      differences are expected to reverse. Temporary differences between taxable
      income reported for financial reporting purposes and income tax purposes are
      insignificant.





At
      March
      31, 2008, the Company has available for federal income tax purposes a net
      operating loss carryforward of approximately $13,700,000, expiring in the year
      2026, that may be used to offset future taxable income. The Company has provided
      a valuation reserve against the full amount of the net operating loss benefit,
      since in the opinion of management based upon the earnings history of the
      Company; it is more likely than not that the benefits will not be realized.
      Due
      to significant changes in the Company's ownership, the future use of its
      existing net operating losses may be limited. Components of deferred tax assets
      as of March 31, 2007 are as follows:




Noncurrent:Net
                operating loss carryforward
            
            $
            4,660,000Valuation
                allowance
            
            
            (4,660,000
            )Net
                deferred tax asset
            
            $
            -




The
      total
      provision differs from the amount that would be obtained by applying the federal
      statutory rate of 34% to income before income taxes, as follows:





Expected
                tax provision (benefit)
            
            $
            (4,660,000
            )Effect
                of:State
                income taxes, net of federal benefit
            
            
            -Net
                operating loss carryforward
            
            
            2,326,000Increase
                in valuation allowance
            
            
            2,334,000Graduated
                rates
            
            
            -$
            4,660,000





F-29





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**




**13.**  **STOCK
      OPTIONS AND WARRANTS**





**Employee
      Stock Options**





The
      following table summarizes the changes in employee stock options outstanding
      and
      the related prices for the shares of the Company’s common stock issued to
      employees of the Company under a non-qualified employee stock option plan at
      March 31, 2008:





**Options Outstanding**
            
            **Options Exercisable****Weighted**
            
            
            
            **Weighted****Weighted**
            
            **Average**
            
            
            
            **Average****Average**
            
            **Exercise**
            
            
            
            **Exercise****Range of**
            
            **Number of**
            
            **Remaining**
            
            **Price of**
            
            **Number of**
            
            **Price of****Exercise**
            
            **Shares**
            
            **Contractual**
            
            **Outstanding**
            
            **Shares**
            
            **Exercisable****Prices**
            
            **Outstanding**
            
            **Life (Years)**
            
            **Options**
            
            **Exercisable**
            
            **Options**$
            0.25
            
            
            1,330,490
            
            
            1.29
            
            $
            0.25
            
            
            1,330,490
            
            $
            0.25$
            0.41
            
            
            6,000,000
            
            
            8.82
            
            
            0.41
            
            
            3,250,000
            
            $
            0.41$
            0.42
            
            
            1,500,000
            
            
            8.86
            
            
            0.42
            
            
            1,083,333
            
            $
            0.428,830,490
            
            
            7.70
            
            $
            0.39
            
            
            5,663,823
            
            $
            0.38





Transactions
      involving stock options issued to employees are summarized as
      follows:





**Weighted****Average****Number
                of**
            
            **Exercise****Shares**
            
            **Price**Options
                outstanding at August 10, 2005(date
                of inception)
            
            
            **-**
            
            $
            -Granted
            
            
            **-**
            
            
            -Exercised
            
            
            **-**
            
            
            -Cancelled
                or expired
            
            
            **-**
            
            
            -Options
                outstanding at March 31, 2006
            
            
            -
            
            
            -Granted
            
            
            9,890,123
            
            
            0.373Exercised
            
            
            -
            
            
            -Cancelled
                or expired
            
            
            (1,059,633
            )
            
            0.25Options
                outstanding at March 31, 2007
            
            
            8,830,490
            
            
            0.388Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Cancelled
                or expired
            
            
            -
            
            
            -Options
                outstanding at March 31, 2008
            
            
            8,830,490
            
            $
            0.388





F-30




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**13.**  **STOCK
      OPTIONS AND WARRANTS (continued)**





During
      the year ended March 31, 2007, the Company granted 8,830,490 (net of 1,059,633)
      employee stock options with an exercise price from $0.25 to $0.42 expiring
      three
      to ten years from issuance. The fair value of the vested amounts (determined
      as
      described below) of $1,440,776 was charged to earnings in the year ended March
      31, 2007. The fair value of the vested amounts (determined as described below)
      of $824,400 was charged to earnings in the year ended March 31,
      2008.





The
      weighted-average fair value of stock options granted to employees and the
      weighted average significant assumptions used to determine those fair values,
      using a Black-Scholes option pricing model are as follows:





Risk-free
                interest rate at grant date:
            
            4.80%
                to 5.05%Expected
                volatility
            
            207.57%
                to 242.54%Expected
                dividend payout
            
            $0Expected
                option life-years (a)
            
            3
                to 10 years





(a)
      the
      expected option life is based on contractual expiration dates.





**Non-Employee
      Stock Options**





The
      following table summarizes the changes in options outstanding and the related
      prices for the shares of the Company’s common stock issued to consultants and
      non-employees of the Company at September 30, 2007:





**Options
                Outstanding**
            
            **Options
                Exercisable****Weighted****Average**
            
            **Weighted**
            
            
            
            **Weighted****Remaining**
            
            **Average**
            
            
            
            **Average****Exercise**
            
            **Number**
            
            **Contractual**
            
            **Exercise**
            
            **Number
                of**
            
            **Exercise****Prices**
            
            **Outstanding**
            
            **Life
                (Years)**
            
            **Price**
            
            **Exercisable**
            
            **Price**$
            0.22
            
            
            2,000,000
            
            
            7.75
            
            $
            0.22
            
            
            300,000
            
            $
            0.22$
            0.25
            
            
            2,469,135
            
            
            3.29
            
            
            0.25
            
            
            2,469,135
            
            
            0.25$
            0.33
            
            
            20,000
            
            
            1.74
            
            
            0.33
            
            
            20,000
            
            
            0.33$
            0.42
            
            
            500,000
            
            
            2.11
            
            
            0.42
            
            
            500,000
            
            
            0.424,989,135
            
            
            4.96
            
            $
            0.36
            
            
            3,289,135
            
            $
            0.29




Transactions
      involving stock options issued to consultants and non-employees are summarized
      as follows:





F-31





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**13.**  **STOCK
      OPTIONS AND WARRANTS (continued)**





**Weighted****Average****Number
                of**
            
            **Price****Shares**
            
            **Per
                Share**Options
                outstanding at August 10, 2005 (date of inception)
            
            
            **-**
            
            $
            -Granted
            
            
            **-**
            
            
            -Exercised
            
            
            **-**
            
            
            -Cancelled
                or expired
            
            
            **-**
            
            
            -Options
                outstanding at March 31, 2006
            
            
            -
            
            
            -Granted
            
            
            5,458,270
            
            
            0.266Exercised
            
            
            -
            
            
            -Cancelled
                or expired
            
            
            -
            
            
            -Options
                outstanding at March 31, 2007
            
            
            5,458,270
            
            
            0.266Granted
            
            
            2,000,000
            
            
            0.22Exercised
            
            
            -
            
            
            -Cancelled
                or expired
            
            
            (2,469,135
            )
            
            (.25
            )Options
                outstanding at March 31, 2008
            
            
            4,989,135
            
            $
            0.29





During
      the year ended March 31, 2007, the Company granted 5,458,270 non-employee stock
      options with a weighted average exercise price of $0.266 expiring three to
      five
      years from issuance. The fair value of the vested amounts (determined as
      described below) of $1,020,441 was charged to current period
      earnings.





The
      weighted-average fair value of stock options granted to non-employees and the
      weighted average significant assumptions used to determine those fair values,
      using a Black-Scholes option pricing model are as follows:





Risk-free
                interest rate at grant date:
            
            4.54%
                to 5.02%Expected
                volatility
            
            207.57%
                to 242.54%Expected
                dividend payout
            
            $0Expected
                option life-years (a)
            
            3
                to 5 years





(a)
      the
      expected option life is based on contractual expiration dates.




During
      the year ended March 31, 2008, the Company granted 2,000,000 non-employee stock
      options with an exercise price of $0.22 expiring approximately eight years
      from
      issuance. The fair value of the vested amounts (determined as described below)
      of $65,880 was charged to current period earnings.





The
      weighted-average fair value of stock options granted to non-employees and the
      weighted average significant assumptions used to determine those fair values,
      using a Black-Scholes option pricing model are as follows:





Risk-free
                interest rate at grant date:
            
            3.72%Expected
                volatility
            
            217.71%Expected
                dividend payout
            
            $0Expected
                option life-years (a)
            
            8
                years





(a)
      the
      expected option life is based on contractual expiration dates





F-32





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**13.**  **STOCK
      OPTIONS AND WARRANTS (continued)**





**Warrants**





The
      following table summarizes the changes in warrants outstanding and the related
      prices for the shares of the Company’s common stock issued to shareholders at
      March 31, 2008:





**Warrants
                Outstanding**
            
            **Warrants
                Exercisable****Weighted****Average**
            
            **Weighted**
            
            
            
            **Weighted****Remaining**
            
            **Average**
            
            
            
            **Average****Exercise**
            
            **Number**
            
            **Contractual**
            
            **Exercise**
            
            **Number**
            
            **Exercise****Price**
            
            **Outstanding**
            
            **Life
                (Years)**
            
            **Price**
            
            **Exercisable**
            
            **Price**$
            0.22
            
            
            195,000
            
            
            2.10
            
            $
            0.22
            
            
            195,000
            
            $
            0.22$
            0.50
            
            
            3,602,500
            
            
            2.08
            
            $
            0.50
            
            
            3,602,500
            
            $
            0.50





Transactions
      involving the Company’s warrant issuance are summarized as follows:





**Weighted****Average****Number
                of**
            
            **Price****Shares**
            
            **Per
                Share**Warrants
                outstanding at August 10, 2005(date
                of inception)
            
            
            -
            
            $
            -Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Cancelled
                or expired
            
            
            -
            
            
            -Warrants
                outstanding at March 31, 2006
            
            
            -
            
            
            -Granted
            
            
            1,750,000
            
            
            0.50Exercised
            
            
            -
            
            
            -Cancelled
                or expired
            
            
            -
            
            
            -Warrants
                outstanding at March 31, 2007
            
            
            1,750,000
            
            
            0.50Granted
            
            
            2,047,500
            
            
            0.48Exercised
            
            
            -
            
            
            -Cancelled
                or expired
            
            
            -
            
            
            -Warrants
                outstanding at March 31, 2008
            
            
            3,797,500
            
            $
            0.49





Warrants
      granted in conjunction with the sale of common stock during the year ended
      March
      31, 2007, totaling 1,750,000 were issued in connection with the private
      placement of the Company’s common stock. The warrants are exercisable until
      three years after the date of issuance at a purchase price of $0.50 per
      share.





F-33




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**13.**  **STOCK
      OPTIONS AND WARRANTS (continued)**





Warrants
      granted in conjunction with the sale of common stock during the nine months
      ended December 31, 2007, totaling 952,500 were issued in connection with the
      private placement of the Company’s common stock. The warrants are exercisable
      until three years after the date of issuance at a purchase price of $0.50 per
      share.





Warrants
      granted during year ended March 31, 2008 totaling 900,000 were issued in
      connection with debt financing. The warrants are exercisable until three years
      after the date of issuance at a purchase price of $0.50 per share. The fair
      value of the warrants at the date of issuance was determined using the
      Black-Scholes Option Pricing Method with the following assumptions: dividend
      yield: -0-%; volatility: 207.57%; risk free interest rate: 4.53%.





Warrants
      granted during year ended March 31, 2008 totaling 195,000 were issued in
      connection with services rendered. The warrants are exercisable until three
      years after the date of issuance at a purchase price of $0.22 per share. The
      fair value of the warrants at the date of issuance was determined using the
      Black-Scholes Option Pricing Method with the following assumptions: dividend
      yield: -0-%; volatility: 153.18%; risk free interest rate: 4.64%.





**14.**  **GOING
      CONCERN MATTERS**





The
      Company’s financial statements are prepared using generally accepted accounting
      principles applicable to a going concern which contemplates the realization
      of
      assets and liquidation of liabilities in the normal course of business. The
      Company has incurred significant losses which have resulted in an accumulated
      deficit of $13,670,628 at March 31, 2008 which raises substantial doubt about
      the Company’s ability to continue as a going concern. The accompanying financial
      statements do not include any adjustments relating to the recoverability and
      classification of asset carrying amounts or the amount and classification of
      liabilities that might result from the outcome of this uncertainty.





Continuation
      as a going concern is dependent upon obtaining additional capital and upon
      the
      Company’s attaining profitable operations. The Company will require a
      substantial amount of additional funds to complete the development of its
      products, to build a sales and marketing organization, and to fund additional
      losses which the Company expects to incur over the next few years. The
      management of the Company intends to seek additional funding through a Private
      Placement Offering which will be utilized to fund product development and
      continue operations. The Company recognizes that, if it is unable to raise
      additional capital, it may find it necessary to substantially reduce or cease
      operations.





**15.**  **SUBSEQUENT
      EVENTS**





Employment
      Contract





On
      June
      30, 2008, the Company entered into an Amended and Restated Employment Agreement
      (the “Agreement”) with Nicholas S. Maturo, the Company’s Chairman of the Board
      and Chief Executive Officer of Company since January 23, 2007.





The
      Agreement extends the term of Mr. Maturo’s employment for five (5) years, as may
      be extended or earlier terminated pursuant to the terms and conditions of the
      Agreement and provides for automatic renewals for successive three (3) year
      periods unless, prior to the 90 th calendar
      day preceding the expiration of the then existing term, either Company or Mr.
      Maturo provide written notice to the other that it elects not to renew the
      term





Based
      on
      performance criteria to be agreed upon between the Board of Directors and Mr.
      Maturo at the beginning of each operating year and for the duration of the
      term,
      Mr. Maturo’s salary will be increased to $300,000, effective January 23, 2008,
      $400,000, effective January 23, 2009 and $500,000, effective January 23, 2010
      for the duration of the term, subject to any additional increases on the
      recommendations of the Compensation Committee of the Board of Directors or
      the
      Board of Directors, as applicable.





F-34




**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**15.**  **SUBSEQUENT
      EVENTS (continued)**





Additionally,
      Mr. Maturo the following equity compensation from Company (collectively, the
      “Equity Compensation”) upon xecution of the Agreement:





(a)
            an
                option to purchase 6,000,000 shares of common stock of the Company,
                with
                options to purchase 3,000,000 shares fully vested, options to purchase
                1,500,000 shares vesting on January 23, 2009 and the remaining options
                to
                purchase 1,500,000 shares vesting on January 23, 2010, with a exercise
                price of $0.42 per share, and a cashless exercise feature;





(b)
            5,000,000
                shares of restricted common stock of the Company granted and fully-vested
                as of the date of the Agreement, with the Company paying all associated
                tax obligations on behalf of the
                Employee;





(c)
            In
                addition to the salary and the equity compensation, Mr. Maturo will
                be
                entitled to receive an annual cash bonus equal to at least 50% and
                up to
                100% of the salary, subject to the recommendations of the Compensation
                Committee of the Board of Directors or the Board of Directors, as
                applicable, based upon performance criteria to be agreed upon between
                the
                Compensation Committee of the Board of Directors or the Board of
                Directors, as applicable, and Mr. Maturo at the beginning of each
                operating year of the Company during the term;
                and





(d)
            Mr.
                Maturo also shall be entitled to receive incentive bonuses upon the
                closing of strategic acquisitions, joint ventures or other strategic
                transactions and/or relationships which are intended to accrue a
                significant benefit to the Company, by the Company, as recommended
                by the
                Compensation Committee of the Board of Directors or the Board of
                Directors, as applicable, to be agreed upon between the Compensation
                Committee of the Board of Directors or the Board of Directors, as
                applicable, and Mr. Maturo during the
                Term.





Resignation
      of Board of Director member





On
      June
      27, 2008, the Company received the resignation of Mr. J. Christopher Albanese
      as
      a member of the Company’s Board of Directors. The resignation did not contain
      any reason for his departure from the Board of Directors. Mr. Albanese has
      been
      General Counsel of American Capital Partners, LLC, an investment banking firm,
      since August 2002 and was appointed to the Company’s Board of Directors on
      October 5, 2007.





Marketing
      and Advertising agreement





On
      July
      2, 2008, TheRetirementSolution.com, Inc. (the “Company”) entered into an
      agreement with Allied Global Ventures, LLC (“AGV”) pursuant to which AGV will
      provide the Company with up to $1,000,000 of funding for marketing and
      advertising campaigns related to the sale of the Company’s investor education
      products and services.





Advances
      of the funds will be evidenced by promissory notes payable to AGV within six
      months after each respective funding date, together with a 20% premium and
      will
      be secured, in the aggregate, for the entire $1 million of funding, by
      approximately 12 million shares of the Company’s common stock. The notes will be
      convertible at any time, at the election of AGV, at a price of $0.10 per
      share.





Completion
      of Private Placement Financing.





On
      February 6 th 2008 the
      Company opened $4,000,000 Private Placement with American Capital Partners,
      LLP
      (ACP) as the placement agent. A total of $400,000 in new working capital was
      raised as a result of the offering. The offering closed on May 6 th 2008
      after the optional 30 days extension was exercised by the Company and ACP.
      The
      terms of the offering were Units at $50,000 per unit, wherein each unit
      consisted of a 3 year convertible debenture earning 10% annually for $50,000,
      convertible at 40.15 per share. In addition each unit was accompanied by a
      grant
      of 100,000 shares of the Company’s common stock. In addition the company
      committed to file a registration within 45 days from the close of the offering
      on a best efforts basis. As part of the offering one convertible debenture
      holder from the bridge financing in May 2007 converted $100,000 of his debenture
      into the new offering. In addition three other convertible debenture holders
      from the bridge financing of May 2007 retired a total of $225,000 of their
      notes
      by converting them into common stock at $0.10 per share for a total of 2,250,000
      shares.





F-35





**THERETIREMENTSOLUTION.COM,
      INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2008**





**15.**  **SUBSEQUENT
      EVENTS (continued)**





Convertible
      debentures





On
      May
      6 th 2008 the
      Company issued $500,000 in new convertible debentures in connection with the
      Private Placement that closed on May 6 th ,
      2008.
      $100,000 of this amount was from a single holder of the convertible debenture
      issued from May 2007 in the bridge financing conducted at that time





On
      June
      17, 2008 the Company issued a convertible debenture for $50,000 which bears
      interest at 5% annually and matures in three years. The note is convertible
      into
      common stock at $0.08 per share. This note was for $50,000 in additional working
      capital that was accepted by the Company on June 17 th 2008.





On
      July
      3 rd ,
      2008
      the Company issued second convertible note for $500,000 which bears interest
      at
      5% annually and matures in three years. The note is convertible into common
      stock at $0.08 per share. This note was for $500,000 that was accepted by the
      Company on July 7 th 2008.





Issuance
      of common stock





On
      April
      10 th 2008 the
      Company issued 6,900,000 shares of common stock for Private Placement equity
      awards, financing costs, payment for consulting services and conversions of
      the
      convertible debentures.





On
      April
      16 th 2008 the
      company issued 466,667 shares of common stock in payment of interest due to
      the
      holders of convertible debentures issued and outstanding.





On
      June
      30 th 208 the
      Company issued 5,000,000 shares of common stock to Nicholas S. Maturo, the
      C.E.O., in conjunction with his revised employment agreement.





On
      June
      30 th 2008 the
      company also issued 4,500,000 shares of common stock to selected consultants
      for
      services under the contracts in place.





On
      July
      1, 2008 the company issued 500,000 shares of common stock for the balance of
      the
      Private Placement equity awards.





Pending
      Legal Action





On
      May
      16 th 2008 S.
      Wheeland, the former C.E.O of The Retirement Solution, Inc., the predecessor
      private company, to the current public entity, TheRetirementSolution.com, Inc,
      filed suit against the Company for unpaid severance compensation. The Civil
      Action Number 1:08-cv-01917-MBS was filed in South Carolina and claims unpaid
      severance pay stemming from an employment agreement that provided one year’s
      severance pay upon his departure. The company is defending this action and
      currently is in negotiation to settle his claims.





Settlement





On
      May 2,
      2008, the Company signed a Settlement and Release Agreement to settle a Website
      Licensing Agreement dated March 20, 2002 (as amended) whereby the parties were
      to provide certain website hosting and data feed services. The settlement
      requires the Company to pay approximately $43,000 in fees relating to the period
      from April 2008 through May 2008.





Changes
      in Key Personnel





On
      August
      4 th 2008
      Shawn Lucas, Director of Education and Technology, ITT, resigned his position
      and terminated his employment with the Company. The Company entered into a
      Separation Agreement whereby Mr. Lucas received certain assets that he
      contributed at the time of the acquisition of ITT including a bank account
      and
      interest in “Pro form Trading”. In addition the company agreed to pay a $31,000
      to Mr. Lucas at the rate of $2,000 per month all due at the end of 1 year and
      bearing interest at the rate of 10% annually.





F-36





**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




THERETIREMENTSOLUTION.COM,
                INC.Dated:
                August14_, 2008
            By:
            /s/ Nicholas
                S. MaturoNicholas S. Maturo
              Chief
                Executive Officer
              (Principal
                Executive Officer)




Dated:
                August 14, 2008
            By:
            /s/
                William KosoffWilliam Kosoff
              President
                and Chief Financial Officer
              (Principal
                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/ Nicholas
                S. Maturo
            
            Chief
                Executive Officer and Chairman of the Board
            
            August
                14, 2008Nicholas
              S. Maturo
            
            (Principal
              Executive Officer)/s/
                William Kosoff
            
            President,
                Chief Financial Officer and Director
            
            August
                14, 2008William
                  Kosoff
            
            (Principal
                Financial Officer)/s/
                Louis Sagar
            
            Director
            
            August
                14, 2008Louis
                Sagar




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