**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, 2007**




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.)





337
                N. Marwood Avenue, Fullerton CA 92832(Address
                of principal executive offices)




Issuer’s
        telephone number: (714) 322-2263




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. o




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. $27,819,687 based on the average closing
      bid and asked prices on June 22, 2007.




State
      issuer’s revenue for its most recent fiscal year. $97,543.00




As
      of
      June 29, 2007, there were 145,950,732 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, 2007





INDEX


PagePART
                  I
              
              
              
              2ITEM
                  1.
              
              DESCRIPTION
                  OF BUSINESS
              
              2ITEM
                  2.
              
              DESCRIPTION
                  OF PROPERTY
              
              4ITEM
                  3.
              
              LEGAL
                PROCEEDINGS
              
              4TEM
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              4PART
                  II
              
              
              
              5ITEM
                  5.
              
              MARKET
                  FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS
              
              5ITEM
                  6.
              
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              
              6ITEM
                  7
              
              FINANCIAL
                  STATEMENTS
              
              14ITEM
                  8
              
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              
              14TEM
                  8A
              
              CONTROLS
                  AND PROCEDURES
              
              15TEM
                  8B.
              
              OTHER
                  INFORMATION
              
              15PART
                  III
              
              
              
              15ITEM
                  9.
              
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE
                  GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                  ACT
              
              15ITEM
                  10.
              
              EXECUTIVE
                  COMPENSATION
              
              16ITEM
                  11.
              
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              
              17ITEM
                  12.
              
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
                  INDEPENDENCE
              
              1818ITEM
                  13.
              
              EXHIBITS
              
              19ITEM
                  14.
              
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              
              14




-1-




FORWARD-LOOKING
        STATEMENTS





Statements
      in this annual report may be “forward-looking statements.” Forward-looking
      statements include, but are not limited to, statements that express our
      intentions, beliefs, expectations, strategies, predictions or any other
      statements relating to our future activities or other future events or
      conditions. These statements are based on current expectations, estimates and
      projections about our business based, in part, on assumptions made by
      management. These statements are not guarantees of future performance and
      involve risks, uncertainties and assumptions that are difficult to predict.
      Therefore, actual outcomes and results may, and are likely to, differ materially
      from what is expressed or forecasted in the forward-looking statements due
      to
      numerous factors, including those described above and those risks discussed
      from
      time to time in this annual report, including the risks described under “Risk
      Factors,” and “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations” in this annual report and in other filings we make with
      the SEC. In addition, such statements could be affected by risks and
      uncertainties related to the ability to conduct our business, product demand,
      in, our ability to raise any financing which we may require for our operations,
      competition, government regulations and requirements, pricing and development
      difficulties, our ability to make acquisitions and successfully integrate those
      acquisitions with our business, as well as general industry and market
      conditions and growth rates, and general economic conditions. Any
      forward-looking statements speak only as of the date on which they are made,
      and
      we do not undertake any obligation to update any forward-looking statement
      to
      reflect events or circumstances after the date of this annual
      report.





**PART
      I**


**ITEM
      1.   DESCRIPTION OF BUSINESS.**





**Organizational
      History**





We
      were
      incorporated in the state of Nevada on August 1, 2005 as a subsidiary of
      Newsgrade Corporation for the purpose of creating a direct marketing operation
      to sell and market the products and services of StockDiagnostics.com, Inc.,
      which is also a subsidiary of Newsgrade Corporation. On September 18, 2006,
      we
      changed our name from Voxpath Holdings, Inc. 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, the insight and expertise to make sense of it remains
      elusive.





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.”





-2-




**Business**





TRS
      exclusively sells and markets proprietary information developed and compiled
      by
      StockDiagnostics.com (SDX). StockDiagnostics.com is a quantitative analysis
      or
      computer driven stock market independent research company that provides certain
      proprietary operational-cash flow per share (“OPS”) diagnostics charts and stock
      recommendations exclusively to TRS, and its subscribers. Through its website
      subscribers can use StockDiagnostics.com’s patent pending OPS Diagnostic Charts
      to diagnose and monitor the health of over 10,000 public companies by analyzing
      1,801 data points. The cash flow based OPS Diagnostics provided by
      Stockdiagnostics.com is a Cash Flow Statement based financial analysis metric,
      which management believes is a better leading indicator than earnings per share,
      since earnings per share is more easily manipulated by public companies.





TRS
      subscribers can elect to use the turn-key or ready-made small, mid and large
      cap
      portfolios that have been provided by StockDiagnostics since April 2005.
      Subscribers can also use its proprietary OPS Diagnostics charts to choose the
      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. TRS offers three levels of subscriptions ranging
      from
      $60.00 per month to $300.00 per month. Subscriptions include regular email
      updates or alerts on changes (deletions and additions) of the companies in
      the
      portfolio.





Initially
      TRS utilized a person-to-person marketing or a multi-tiered distribution and
      compensation system; however, during the last quarter in 2006 TRS significantly
      changed its marketing and sales strategy and adopted a direct sales and
      marketing strategy through its re-vamped on-line web site at
      www.theretirementsolution.com Significant effort and investment were made in
      developing a totally new web site that has been designed to attract subscribers
      on-line through traditional marketing methods and on-line exposure. The new
      web
      site is targeted to become fully operational during the second calendar quarter
      of 2007. Thus revenues did not grow during this reporting period and actually
      declined somewhat due to the cessation of active recruitment of subscribers
      and
      distributors through the multilevel marketing plan while the Company prepared
      to
      adopt its new direct on-line marketing strategy.





**Competition**





We
      face
      competition for subscribers from all forms of financial news and information
      sources, including print publications, television and radio analysis and other
      internet information services providers. There are a multitude of providers
      for
      online financial information, each using there own analysis mechanisms and
      research tools. Our chief competitors include Edgar Online, BankRate.com,
      TheStreet.com and Morningstar. 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.





**Intellectual**  **Property**




Our
      success depends in part on our proprietary technology and know-how of
      StockDiagnostics.com’s portfolio selection system. TRS has an exclusive
      agreement for the supply of this information from Stockdiagnostics.com.
      Accordingly, Stockdiagnostics.com has filed patent applications with the United
      States Patent and Trademark Office for several of its unique analysis
      processes.




-3-




**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 augmenting a users
      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**





On
      June
      29, 2007 we had 2 employees. TRS has not experienced any work stoppages and
      TRS
      considers relations with its employees to be good.





**ITEM
      2. DESCRIPTION OF PROPERTY**





The
      Company’s principal executive offices are located at 337 N. Marwood Ave.,
      Fullerton, California, 92832. The Company has begun the process of expanding
      its
      facilities and re-locating to New York City and is currently seeking a suitable
      facility in the financial district of Manhattan, New York of approximately
      5000
      Square feet on a leased basis. The Company believes that its new facility will
      be 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**





From
      time
      to time, the Company may become involved in various lawsuits and legal
      proceedings, which arise in the ordinary course of business. However, litigation
      is subject to inherent uncertainties, and an adverse result in these or other
      matters may arise from time to time that may harm its business. The Company
      is
      currently not aware of any such legal proceedings or claims that they believe
      will have, individually or in the aggregate, a material adverse affect on its
      business, financial condition or operating results.





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





None




-4-




**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 “VPHH.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.





**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**2006
                Fiscal Year**High*
            
            
            
            
            
            Low*January
                1, 2006 - March 31, 2006
            
            $
            0.536
            
            $
            0.500October
                1, 2005 - December 31, 2005
            
            $
            1.286
            
            $
            0.500July
                1, 2005 - September 30, 2005
            
            $
            0.714
            
            $
            0.357April
                1, 2005-June 30, 2005
            
            $
            1.571
            
            $
            0.357





As
      of
      June 29, 2007, there were approximately 350 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, 2007.





Equity
      Compensation Plan Information





The
      following table summarizes the equity compensation plans under which our
      securities may be issued as of March 31, 2007.





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




-5-




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





**Forward-Looking
      Statements**





This
      Annual Report of Form 10-KSB, including this discussion and analysis by
      management, contains or incorporates forward-looking statements. All statements
      other than statements of historical fact made in report are forward looking.
      In
      particular, the statements herein regarding industry prospects and future
      results of operations or financial position are forward-looking statements.
      These forward-looking statements can be identified by the use of words such
      as
“believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,”
“projects,” “expects,” “may,” “will,” or “should” or other variations or similar
      words. No assurances can be given that the future results anticipated by the
      forward-looking statements will be achieved. Forward-looking statements reflect
      management’s current expectations and are inherently uncertain. Our actual
      results may differ significantly from management’s expectations.





The
      following discussion and analysis should be read in conjunction with our
      financial statements, included herewith. This discussion should not be construed
      to imply that the results discussed herein will necessarily continue into the
      future, or that any conclusion reached herein will necessarily be indicative
      of
      actual operating results in the future. Such discussion represents only the
      best
      present assessment of our management.




**Background**





We
      were
      incorporated in the state of Nevada on January 30, 1946, as Uintah Mountain
      Copper Company and in December, 2005 we changed our name to Voxpath Holdings,
      Inc. On August 30, 2006, we closed a Share Purchase Agreement with The
      Retirement Solution.com, Inc., a Nevada corporation, and the shareholders of
      The
      Retirement Solution.com, Inc. Pursuant to the Agreement, we acquired all of
      the
      issued and outstanding capital stock of The Retirement Solution.com, Inc. from
      the shareholders of The Retirement Solution.com, Inc. In exchange the
      shareholders of The Retirement Solution.com, Inc. received 99,999,998 shares
      of
      our common stock. On September 18, 2006 we changed our name to
      TheRetirementSolution.com, Inc. The Retirement Solution.com, Inc. was
      incorporated on August 10, 2005 as a subsidiary of Newsgrade Corporation for
      the
      purpose of creating a direct marketing operation to sell and market the products
      and services of StockDiagnostics.com, Inc., which is also a subsidiary of
      Newsgrade Corporation.




**Plan
      of Operations**




Our
      business plan calls for a campaign to enlist subscribers to the portfolio
      selection services of Stockdiagnostics.com through our subsidiary The Retirement
      Solution.com, Inc. Our primary objective is to reach cash flow positive
      operations within the next 12 months through primarily recurring monthly
      subscription revenues. The secondary objective is to create and promote
      marketing programs that will stimulate increasing growth on a month to month
      basis through its subscribers as well as entering into alliances with local
      and
      regional banks and registered investment advisors.




-6-





We
      plan
      to undertake a modest product development to create educational tools for its
      subscribers. A significant portion of the first years projected expenses have
      been budgeted for this development.




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.





**Results
      of Operations**




TRS
      exclusively sells and markets proprietary information developed and compiled
      by
      StockDiagnostics.com. StockDiagnostics.com is
      a
      quantitative analysis or computer driven stock market independent research
      company that provides certain proprietary operational-cash flow per share
      (“OPS”) diagnostics charts and stock recommendations exclusively to TRS, and its
      subscribers. Through its website subscribers can use StockDiagnostics.com’s patent
      pending OPS Diagnostic Charts to diagnose and monitor the health of over 10,000
      public companies by analyzing 1,801 data points. The cash flow based OPS
      Diagnostics provided by Stockdiagnostics.com is a Cash Flow Statement based
      financial analysis metric, which management believes is a better leading
      indicator than earnings per share, since earnings per share is more easily
      manipulated by public companies .





TRS
      subscribers can elect to use the turn-key or ready-made small, mid and large
      cap
      portfolios that have been provided by StockDiagnostics since April 2005.
      Subscribers can also use its proprietary OPS Diagnostics charts to choose the
      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. StockDiagnostics offers three levels of subscriptions
      ranging from $60.00 per month to $300.00 per month. Subscriptions include
      regular email updates or alerts on changes (deletions and additions) of the
      companies in the selected portfolios .





Initially
      TRS utilized a person-to-person marketing or a multi-tiered distribution and
      compensation system; however, during the last quarter in 2006 TRS significantly
      changed its marketing and sales strategy and adopted a direct sales and
      marketing strategy through its re-vamped on-line web site at
      www.theretirementsolution.com Significant effort and investment were made in
      developing a totally new web site that has been designed to attract subscribers
      on-line through traditional marketing methods and on-line exposure. The new
      web
      site is targeted to become fully operational during the second calendar quarter
      of 2007. Thus revenues did not grow during this reporting period and actually
      declined somewhat due to the cessation of active recruitment of subscribers
      and
      distributors through the multilevel marketing plan while the Company prepared
      to
      adopt its new direct on-line marketing strategy.





The
      table
      below outlines subscription revenues for comparable periods:




**Period
                  August 10,****Year
                  Ended**
              
              **2005
                  (Inception) to****March
                  31, 2007**
              
              **March
                  31, 2006**
              
              **Variance**Subscription
                  revenues
              
              $
              97,543
              
              
              100
              %
              $
              117,909
              
              
              100
              %
              $
              (20,366
              )
              
              -17
              %Total
              
              $
              97,543
              
              
              100
              %
              $
              117,909
              
              
              100
              %
              $
              (20,366
              )
              
              -17
              %
 **Operating
        Expenses**





A
      summary
      of significant operating expenses for the year ended March 31, 2007 and the
      period August 10, 2005 (inception) to March 31, 2006 follows:


**Period
                  August 10,****Year
                  Ended**
              
              **2005
                  (Inception) to****March
                  31, 2007**
              
              **March
                  31, 2006**
              
              **Variance**Consulting
              
              $
              2,686,740
              
              
              53
              %
              $
              245,325
              
              
              69
              %
              $
              2,441,415
              
              
              100
              %Financing
                  costs
              
              
              990,475
              
              
              20
              %
              
              -
              
              
              0
              %
              
              990,475
              
              
              100
              %Management
                  fees
              
              
              297,224
              
              
              6
              %
              
              -
              
              
              0
              %
              
              297,224
              
              
              100
              %Payroll
                  expenses
              
              
              1,077,627
              
              
              21
              %
              
              110,402
              
              
              31
              %
              
              967,225
              
              
              876
              %Total
              
              $
              5,052,066
              
              
              100
              %
              $
              355,727
              
              
              100
              %
              $
              4,696,339
              
              
              1320
              %


-7-




***Period
      August 10, 2005 (Inception) to March 31, 2006 and the Year Ended March 31,
      2007:***





Overall
      expenses increased for the year ended March 31, 2007 over fiscal 2006 by
      $5,185,463 or 782%. This increase was due to the following:





The
      Company granted 8,830,490 stock options to employees expiring three to ten
      years
      from issuance. The fair value of $1,440,776 was recorded as compensation
      expense. Payroll expenses also increased due to hiring additional employees
      during fiscal 2007.





Consulting
      fees increased due to various consulting agreements entered into during fiscal
      2007. The Company granted 5,458,270 stock options to consultants .expiring
      three
      to ten years from issuance. The fair value of $1,020,441 was recorded as
      consulting expense. Additionally, 500,000 shares of common stock were issued
      to
      an officer as an inducement to enter into an employment agreement. 2,100,000
      shares were issued to consultants in exchange for consulting services. The
      value
      of these shares was recorded as consulting expenses in the amounts of $185,000
      and $1,029,000, respectively.





Financing
      costs increased due to the following: 500,000 shares were issued to a note
      holder for forbearance of collecting the debt owed by the Company. The value
      of
      these shares was recorded as financing costs in the amount of $125,000. The
      Company also received $600,000 from convertible debentures; recognized an
      imbedded beneficial conversion, and recorded $192,200 as financing costs. Merger
      costs recorded as organization expense were $86,135. No financing costs
      were recorded in fiscal 2006.





Management
      fees of approximately $27,000 per month for eleven months were recorded,
      totaling $297,224 for the year ended March 31, 2007. No management fees were
      recorded in fiscal 2006.





**Liquidity
      and Capital Resources**





As
      of
      March 31, 2007, the Company had a working capital deficit of $1,083,316. The
      Company generated a deficit in cash flow from operating activities of $1,252,462
      for the year ended March 31, 2007. This deficit is primarily attributable to
      the
      Company's net loss from operations of $5,751,024 and is partially offset by
      following: A charge for the value of options issued for services of $2,461,217, recognition
      of an imbedded beneficial conversion of
      convertible debentures of $192,200, stock issued for services of $1,464,000,
      and
      to changes in the balances of current assets and liabilities. Deferred revenue,
      accounts payable and other liabilities increased by $294,025.





The
      Company met its cash requirements during the year ended March 31, 2007 through
      net proceeds from convertible debentures of $600,000, net proceeds from the
      issuance of common stock of $725,000, and loans from related parties of
      $128,386; offset by payments of $150,450.





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.





We
      estimate that we will need approximately $1,800,000 in additional funds to
      fully
      implement our business plan during the next twelve months for a credit line
      reserve and for our general operating expenses. As of the date of this filing,
      we have more than sufficient operating capital to continue our planned business
      operations for the next twelve months and for our general operating expenses.
      Although the Company obtained a senior credit facility in July 2005, which
      allowed us to commence our initial active operations, this facility finances
      only three of our five credit tiers, thus we will need to obtain additional
      credit facilities to fully implement our business plan. We are presently seeking
      those additional credit facilities and long term debt. This additional, debt
      financing, if available, will require payment of interest and may involve
      restrictive covenants that could impose limitations on the operating flexibility
      of the company. If we are not successful in generating sufficient liquidity
      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.




-8-





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





The
      independent auditors report on our March 31, 2007 financial statements included
      in the Company's Form 8-k 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 have to
      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 pursing
      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
      additional credit lines from institutional lenders;




·  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 as needed basis.





We
      will
      need to raise additional capital through a private placement of its securities.
      We are planning to raise approximately $2,500,000 during the near future. This
      should allow ample cash resources in order to maintain operations the first
      year
      with a reserve, provided we can reach our objectives in subscription levels
      and
      resultant revenue. If we can achieve its revenue objective management believes
      we would be able to break even during the next 12 months.





-9-




**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) collectability 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 collectability 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.





**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.




-10-





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 $1,303,376. Pro forma stock based compensation was
      $0
      for the year ended March 31, 2006. Pro forma disclosure for the year ended
      March
      31, 2007 is not presented because the amounts are recognized in the consolidated
      financial statements.





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 $1,303,376 was recorded as a current period charge
      to earnings .





**Recent
      Accounting Pronouncements**





In
      February 2006, the FASB issued SFAS No. 155. “ *Accounting
      for certain Hybrid Financial Instruments an amendment of FASB Statements No.
      133
      and 140,”* or SFAS
      No. 155. SFAS No. 155 permits fair value measurement for any hybrid financial
      instrument that contains an embedded derivative that otherwise would require
      bifurcation, clarifies which interest-only strips and principal-only strips
      are
      not subject to the requirements of Statement No. 133, establishes a requirement
      to evaluate interests in securitized financial assets to identify interests
      that
      are freestanding derivatives or that are hybrid financial instruments that
      contain an embedded derivative requiring bifurcation, clarifies that
      concentrations of credit risk in the form of subordination are not embedded
      derivatives, and amends SFAS No. 140 to eliminate the prohibition on a
      qualifying special purpose entity from holding a derivative financial instrument
      that pertains to a beneficial interest other than another derivative financial
      instrument. SFAS 155 is effective for all financial instruments acquired or
      issued after the beginning of an entity’s first fiscal year that begins after
      September 15, 2006. We do not expect the adoption of SFAS 155 to have a material
      impact on our consolidated financial position, results of operations or cash
      flows.





In
      March
      2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of
      Financial Assets - an amendment to FASB Statement No. 140. Statement 156
      requires that an entity recognize a servicing asset or servicing liability
      each
      time it undertakes an obligation to service a financial asset by entering into
      a
      service contract under certain situations. The new standard is effective for
      fiscal years beginning after September 15, 2006. The adoption of SFAS No.156
      did
      not have a material impact on the Company's financial position and results
      of
      operations.





In
      July
      2006, the FASB issued Interpretation No. 48 (FIN 48). “ *Accounting
      for uncertainty in Income Taxes”.* FIN 48
      clarifies the accounting for Income Taxes by prescribing the minimum recognition
      threshold a tax position is required to meet before being recognized in the
      financial statements. It also provides guidance on the recognition, measurement,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition and clearly scopes income taxes out of SFAS 5,
“ *Accounting
      for Contingencies”.* FIN
      48 is
      effective for fiscal years beginning after December 15, 2006. We have not yet
      evaluated the impact of adopting FIN 48 on our consolidated financial position,
      results of operations and cash flows.





In
      September 2006 the Financial Account Standards Board (the “FASB”) issued its
      Statement of Financial Accounting Standards 157, Fair Value Measurements. This
      Statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles (GAAP), and expands disclosures
      about fair value measurements. This Statement applies under other accounting
      pronouncements that require or permit fair value measurements, the Board having
      previously concluded in those accounting pronouncements that fair value is
      the
      relevant measurement attribute. Accordingly, this Statement does not require
      any
      new fair value measurements. However, for some entities, the application of
      this
      Statement will change current practice. FAS 157 effective date is for fiscal
      years beginning after November 15, 2007. The Company does not expect adoption
      of
      this standard will have a material impact on its financial position, operations
      or cash flows.




-11-





In
      September 2006 the FASB issued its Statement of Financial Accounting Standards
      158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
      Plans”. This Statement improves financial reporting by requiring an employer to
      recognize the overfunded or underfunded status of a defined benefit
      postretirement plan (other than a multiemployer plan) as an asset or liability
      in its statement of financial position and to recognize changes in that funded
      status in the year in which the changes occur through comprehensive income
      of a
      business entity or changes in unrestricted net assets of a not-for-profit
      organization. This Statement also improves financial reporting by requiring
      an
      employer to measure the funded status of a plan as of the date of its year-end
      statement of financial position, with limited exceptions. The effective date
      for
      an employer with publicly traded equity securities is as of the end of the
      fiscal year ending after December 15, 2006. The Company does not expect adoption
      of this standard will have a material impact on its financial position,
      operations or cash flows.




In
      December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration
      Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration
      payment arrangements. FSP 00-19-2 specifies that the contingent obligation
      to
      make future payments or otherwise transfer consideration under a registration
      payment arrangement, whether issued as a separate agreement or included as
      a
      provision of a financial instrument or other agreement, should be separately
      recognized and measured in accordance with FASB Statement No. 5, Accounting
      for
      Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject
      to a registration payment arrangement should be accounted for in accordance
      with
      other applicable generally accepted accounting principles without regard to
      the
      contingent obligation to transfer consideration pursuant to the registration
      payment arrangement. For registration payment arrangements and financial
      instruments subject to those arrangements that were entered into prior to the
      issuance of EITF 00-19-2, this guidance shall be effective for financial
      statements issued for fiscal years beginning after December 15, 2006 and interim
      periods within those fiscal years. The Company does not expect adoption of
      this
      standard will have a material impact on its consolidated financial position,
      operations or cash flows.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose
      to measure many financial instruments, and certain other items, at fair value.
      SFAS 159 applies to reporting periods beginning after November 15, 2007. The
      adoption of SFAS 159 is not expected to have a material impact on the Company’s
      consolidated financial condition or results of operations.





**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.




-12-





**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.





**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 dependant 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
      initiated applications to obtain key man life insurance on Mr. Maturo, Chairman
      and CEO and 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.





**Continued
      Control of Current Officers and Directors**





The
      present officers and directors own approximately 3.4% of the outstanding shares
      of common stock, without giving effect to shares underlying convertible
      securities, and therefore are in a position to elect all of our Directors and
      otherwise control the Company, including, without limitation, authorizing the
      sale of equity or debt securities of Sparta, the appointment of officers, and
      the determination of officers' salaries. Shareholders have no cumulative voting
      rights.




-13-





**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**





On
      August
      30, 2006, in connection with the acquisition of TRS, Voxpath terminated the
      services of Chisholm, Bierwolf & Nilson, LLC, as the Company’s independent
      auditor. Chisholm, Bierwolf & Nilson, LLC performed the audits for the two
      year period ended December 31, 2005 and 2004, which reports for the two years
      ended December 31, 2005 and 2004, did not contain any adverse opinion or a
      disclaimer of opinion, nor was it qualified as to audit scope or accounting
      principles but did carry a modification as to going concern. During Voxpath’s
      two most recent fiscal years and during any subsequent interim period prior
      to
      the August 30, 2006 termination as Voxpath’s independent auditors, there were no
      disagreements with Chisholm, Bierwolf & Nilson, LLC, with respect to
      accounting or auditing issues of the type discussed in Item 304(a)(iv) of
      Regulation S-B.





On
      September 5, 2006, Voxpath provided Chisholm, Bierwolf & Nilson, LLC with a
      copy of this disclosure and requested that it furnish a letter to Voxpath,
      addressed to the SEC, stating that it agreed with the statements made herein
      or
      the reasons why it disagreed.





On
      August
      30, 2006, Voxpath’s board of directors approved the engagement of the firm of
      RBSM LLP, formerly Russell Bedford Stefanou Mirchandani, LLP as Voxpath’s
      independent auditors. During Voxpath’s two most recent fiscal years or any
      subsequent interim period prior to engaging RBSM LLP, Voxpath had not consulted
      RBSM LLP regarding any of the accounting or auditing concerns stated in Item
      304(a)(2) of Regulation S-B.





-14-




**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.





**ITEM
      8B. OTHER INFORMATION**





None





**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
              
              65
              
              President,
                  Chief Financial Officer and DirectorLouis
                  Sagar
              
              54
              
              Director




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
      S. 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 then its President. From 1981 to 2000,
      Mr. Maturo held a number of executive positions with Kraft Foods and was
      Chief Information Officer when he left Kraft. 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. **** It
      was
      recently announced that **** several
      law firms have filed class action lawsuits on behalf of shareholders of Whitney
      Information Network, Inc. alleging that Whitney Information Network and several
      of its officers violated the securities laws by providing the public with false
      and misleading statements. Mr. Maturo, as the former Chief Operating Officer
      of
      Whitney Information Network, has been named as a party to such lawsuits. The
      Company has been informed that Whitney Information Network will be vigorously
      defending itself, its officers and former officers and intends to indemnify
      Mr.
      Maturo for all related costs and damages. ****





-15-





William
      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 regime. Since
      December of 2005 Mr. Kosoff has become licensed and active in residential Real
      Estate with First Team Real Estate the largest independent real estate operation
      in California and the 11 th largest
      in the US. In addition, Mr. Kosoff has served as a Director of TRS and Interim
      President and CEO of TRS 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.
      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 TRS and a significant shareholder of Voxpath,
      since April 1998 and a director of TRS since September 2005.





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





**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, 2007,
      our officers, directors and 10% stockholders did not make any filings pursuant
      to Section 16(a).





**ITEM
      10. EXECUTIVE COMPENSATION**





**Directors’
      Compensation**





-16-





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





**Executive
      Officers’ Compensation**





Prior
      to
      completion of the reverse acquisition in June 2006, we did not pay any
      compensation to any executive officers. 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, 2007 who earned
      compensation exceeding $100,000 during fiscal year 2007 (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
              
              
              2007
              
              $
              60,483.87
                  (1
              )
              
              
              
              $
              614,550
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              675,033.87Willaim
                  Kosoff
              
              
              2007
              
              $
              119,467.86
                  (2
              )
              
              
              
              $
              209,850
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              329,317.86


(1)
            Compensation
                was deferred during the 2007 fiscal year and was paid to Mr. Maturo
                inApril
                2007.





(2)
            Compensation
                was in the form of an $84,200 consulting fee, and
                $35,267.86in
                salary which was deferred during the 2007 fiscal year and was paid
                to Mr.
                Kosoff inApril
                2007




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
              
              
              1,500,000
              
              
              4,500,000
              
              
              
              
              $
              0.41
              
              
              1/24/17William
                  Kosoff
              
              
              500,000
              
              
              1,000,000
              
              
              
              
              $
              0.42
              
              
              2/7/17




**Employment
      Agreements**





On
      January 23, 007 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
      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.





**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, 2007 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.






-17-




Name
                of Beneficial Owner (1)
            
            Common
                Stock
              Beneficially
                Owned
            
            Percentage
                of
              Common
                Stock (2)Nicholas
                S. Maturo
            
            
            1,500,000
            
            
            1.06
            %William
                Kosoff (3)
            
            
            3,462,962
            
            
            2.44
            %Louis
                Sagar
            
            
            1,237,654
            
            
            0.87
            %Newsgrade
                Corporation
            
            
            62,473,207
            
            
            44.07
            %All
                officers and directors as a group(3
                persons)
            
            
            6,200,616
            
            
            4.37
            %





(1)
            Except
                as otherwise indicated, the address of each beneficial owner is c/o
                TheRetirementsolution.com, Inc., 337 Marwood Avenue, Fullerton California,
                92832.





(2)
            Applicable
                percentage ownership is based on 141,735,432 shares of common stock
                outstanding as of March 31, 2007, together with securities exercisable
                or
                convertible into shares of common stock within 60 days of March 31,
                2006
                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, 2007 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 received advances totaling $675,801 from three 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 and a debenture holder. At March 31, 2007, due to related parties
      balance was $43,561. The Company paid back advances in excess of funds received
      in the amount of $99,574, resulting in a due from related party of $99,574
      at
      March 31, 2007.





A
      corporation that is majority owned by the former president and CEO of the
      Company provides ongoing services for management, graphic design, customer
      service, software programming and other consulting services as follows: A
      monthly base fee of $27,003 (beginning March 1, 2006) is charged plus a
      management fee equal to 12 1⁄2% of the salaries paid by the related party to its
      employees. The related party may adjust its fees from time to time, but not
      more
      frequently than quarterly, and shall not be increased by more than 25%. The
      Company charged $27,003 and $297,224 to expenses for the periods ended March
      31,
      2006 and 2007, respectively. The management contract and related leases were
      terminated in March 2007.





**ITEM
      13. EXHIBITS**


Number   Description





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.




-18-







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.





**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, 2007 and 2006 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, 2007
              
              March
                  31, 2006(i)
              
              
              Audit
                  Fees
              
              $
              49,175
              
              $
              -(ii)
              
              
              Audit
                  Related Fees
              
              
              -
              
              
              -(iii)
              
              
              Tax
                  Fees
              
              
              -
              
              
              -(iv)
              
              
              All
                  Other Fees
              
              
              -
              
              
              -Totals
              
              $
              49,175
              
              $
              -
 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.
 
 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 2007
        or
        2006.
 
 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 2007
        or
        2006.
 
 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
        2007 or 2006.
 
 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.


-19-


**SECURITIES
          AND EXCHANGE COMMISSION**
 **WASHINGTON,
          D.C. 20549**
 
 **FINANCIAL
          STATEMENTS**
 
 **MARCH
          31, 2007 AND 2006**
 
 **FORMING
          A PART OF ANNUAL REPORT**
 **PURSUANT
          TO THE SECURITIES EXCHANGE ACT OF 1934**
 
 **THERETIREMENTSSOLUTION.COM,
          INC.**
 
 
 
 F-1
 
 
 **THERETIREMENTSOLUTION.COM,
          INC.**
 
 **Index
          to Financial Statements**
 
 
 
 **Page**Report
                    of Independent Registered Certified Public Accounting Firm
                
                **F-3**Consolidated
                    Balance Sheet As Of March 31, 2007
                
                **F-4**Consolidated
                    Statement Of Losses For The Year Ended March 31, 2007 And For
                    The Period
                    August 10, 2005 (Date Of Inception) Through March 31, 2006
                
                **F-5**Consolidated
                    Statement Of Deficiency In Stockholders’ Equity For The Period August 10,
                    2005 (Date Of Inception) Through March 31, 2007
                
                **F-6**Consolidated
                    Statement Of Cash Flows For The Year Ended March 31, 2007 And
                    For The
                    Period August 10, 2005 (Date Of Inception) Through March 31,
                    2006
                
                **F-7**Notes
                    To Consolidated Financial Statements
                
                **F-8
                    ~F-28**
 
 
 
 F-2
 
 **RUSSELL
          BEDFORD STEFANOU MIRCHANDANI LLP**
 **Certified
          Public Accountants**
 
 **REPORT
          OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM**
 
 
  The
          Board of Directors
  TheRetirementSolution.com,
          Inc.
  Fullerton,
          CA
  
 We
          have audited the accompanying consolidated balance sheet of
          TheRetirementSolution.com, Inc. (the “Company”) as of March 31, 2007 and the
          related consolidated statements of losses, deficiency in stockholders’ equity,
          and cash flows for the year ended March 31, 2007 and the period August
          10, 2005
          (date of inception) through March 31, 2006. 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, 2007, and the results of its operations and its cash flows for
          the
          year ended March 31, 2007 and the period August 10, 2005 (date of inception)
          through March 31, 2006, 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 13,
          the
          Company is experiencing difficulty in generating sufficient cash flow to
          meet
          its obligations and sustain its operations, 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 13. The accompanying statements do not include
          any
          adjustments that might result from the outcome of this uncertainty.
 
 
 /s/RBSM
                    LLPCertified
                    Public Accountants
  New
          York, New York
 June
          27, 2007
 
 F-3
 **THERETIREMENTSOLUTION.COM,
                    INC****CONSOLIDATED
                    BALANCE SHEET****MARCH
                    31, 2007**ASSETSCurrent
                    assets:Cash
                    and cash equivalents
                
                $
                14,611Due
                    from related party
                
                
                99,574Total
                    current assets
                
                
                114,185Property,
                    plant and equipment, net of accumulated depreciation of $1,194
                    (Note
                    3)
                
                
                1,479Total
                    assets
                
                $
                115,664LIABILITIES
                    AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent
                    liabilities:Accounts
                    payable and accrued liabilities (Note 4)
                
                $
                385,884Deferred
                    revenue (Note 1)
                
                
                5,500Due
                    to related party (Note 7)
                
                
                43,561Convertible
                    debentures (Note 6)
                
                
                450,000Current
                    portion of long term debt (Note 5)
                
                
                312,556Total
                    current liabilities
                
                
                1,197,501Long
                    term debt:Notes
                    payable, long term portion (Note 5)
                
                
                65,830Total
                    liabilities
                
                
                1,263,331Commitments
                    and Contingencies (Note 12)DEFICIENCY
                    IN STOCKHOLDERS' EQUITYCommon
                    stock, par value $0.001; 700,000,000 shares authorized; 141,735,432
                    issued
                    and outstanding as of March 31, 2007 (Note 8)
                
                
                141,735Additional
                    paid in capital
                
                
                5,006,817Accumulated
                    deficit
                
                
                (6,296,219
                )Total
                    deficiency in stockholders' equity
                
                
                (1,147,667
                )Total
                    liabilities and deficiency in stockholders' equity
                
                $
                115,664The
                    accompanying notes are an integral part of these consolidated
                    financial
                    statements
  F-4
  **THERETIREMENTSOLUTION.COM,
                    INC****CONSOLIDATED
                    STATEMENTS OF LOSSES**Period
                    from August 10,Year
                    Ended
                
                2005
                    (date of inception)March
                    31, 2007
                
                to
                    March 31, 2006Net
                    revenue
                
                $
                97,543
                
                $
                117,909Operating
                    expenses:Selling,
                    general and administrative
                
                
                5,600,307
                
                
                646,048Depreciation
                
                
                985
                
                
                209Total
                    operating expenses
                
                
                5,601,292
                
                
                646,257LOSS
                    FROM OPERATIONS
                
                
                (5,503,749
                )
                
                (528,348
                )Other
                    income (expense):Interest
                    (expense), net
                
                
                (247,275
                )
                
                (16,847
                )Net
                    loss before provision for income taxes
                
                
                (5,751,024
                )
                
                (545,195
                )Income
                    taxes (benefit)
                
                
                -
                
                
                -NET
                    LOSS
                
                $
                (5,751,024
                )
                $
                (545,195
                )Loss
                    per common share-basic and assuming fully diluted
                
                $
                (0.05
                )
                $
                (0.01
                )Weighted
                    average number of common shares outstanding-basic and assuming
                    fully
                    diluted
                
                
                121,851,000
                
                
                98,765,424The
                    accompanying notes are an integral part of these consolidated
                    financial
                    statements
  
 F-5
 
 **THERETIREMENTSOLUTION.COM,
                    INC****CONSOLIDATED
                    STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY****FROM
                    AUGUST 10, 2005 (DATE OF INCEPTION) THROUGH MARCH 31,
                    2007**AdditionalCommon
                    stock
                
                paid
                    in
                
                AccumulatedShares
                
                Amount
                
                Capital
                
                Deficit
                
                TotalBalance,
                    August 10, 2005 (date of inception)
                
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Common
                    stock issued to founders for services rendered
                
                
                98,765,424
                
                
                98,765
                
                
                21,235
                
                
                -
                
                
                120,000Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (545,195
                )
                
                (545,195
                )Balance,
                    March 31, 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 February 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 relating to the issuance of convertible
                    debentures
                
                
                -
                
                
                -
                
                
                192,200
                
                
                -
                
                
                192,200Fair
                    value of options issued to employees
                
                
                -
                
                
                -
                
                
                1,440,776
                
                
                -
                
                
                1,440,776Fair
                    value of options issued to non employees
                
                
                -
                
                
                -
                
                
                1,020,441
                
                
                
                
                
                1,020,441Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                (5,751,024
                )
                
                (5,751,024
                )141,735,432
                
                $
                141,735
                
                $
                5,006,817
                
                $
                (6,296,219
                )
                $
                (1,147,667
                )The
                    accompanying notes are an integral part of these consolidated
                    financial
                    statements
 
 
 F-6
 
 
 **THERETIREMENTSOLUTION.COM,
                    INC****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS**Period
                    from August 10,Year
                    ended
                
                2005
                    (date of inception)March
                    31, 2007
                
                to
                    March 31, 2006CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    loss
                
                $
                (5,751,024
                )
                $
                (545,195
                )Adjustments
                    to reconcile net loss to net cash used in operating activities:Depreciation
                
                
                985
                
                
                209Common
                    stock issued for services rendered
                
                
                1,464,000
                
                
                120,000Fair
                    value of options issued for services rendered
                
                
                2,461,217
                
                
                -Beneficial
                    conversion feature attributable to convertible debenture
                
                
                192,200
                
                
                -Organization
                    costs relating to the acquisition of Voxpath Holdings,
                    Inc.
                
                
                86,135
                
                
                -Increase
                    (decrease) in:Accounts
                    payable and accrued expenses
                
                
                288,525
                
                
                97,359Deferred
                    revenue
                
                
                5,500
                
                
                -Net
                    cash (used in) operating activities
                
                
                (1,252,462
                )
                
                (327,627
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:Net
                    cash paid in conjunction with the acquisition of Voxpath Holdings,
                    Inc
                
                
                (50,000
                )
                
                -Acquisition
                    of fixed assets
                
                
                -
                
                
                (2,673
                )Net
                    cash (used in) investing activities
                
                
                (50,000
                )
                
                (2,673
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:Proceeds
                    from sale of common stock
                
                
                725,000
                
                
                -Proceeds
                    from convertible debentures
                
                
                600,000
                
                
                -Proceeds
                    from convertible debentures, related party
                
                
                -
                
                
                250,000Proceeds
                    from notes payable, related party
                
                
                128,386
                
                
                -Proceeds
                    from (payments to) related party advances, net
                
                
                (150,450
                )
                
                94,437Net
                    cash provided by financing activities
                
                
                1,302,936
                
                
                344,437Net
                    increase in cash and cash equivalents
                
                
                474
                
                
                14,137Cash
                    and cash equivalents-beginning of the period
                
                
                14,137
                
                
                -Cash
                    and cash equivalents-end of the period
                
                $
                14,611
                
                $
                14,137SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOW INFORMATION:Cash
                    paid during the period for:Interest
                
                $
                1,452
                
                $
                16,847Income
                    taxes
                
                $
                -
                
                $
                -Common
                    stock issued for services rendered
                
                $
                1,464,000
                
                $
                120,000Fair
                    value of options issued for services rendered
                
                $
                2,461,217
                
                $
                -Beneficial
                    conversion feature attributable to convertible debenture
                
                $
                192,200
                
                $
                -Common
                    stock issued in conjunction with merger with Voxpath Holdings,
                    Inc.
                
                $
                36,135
                
                $
                -The
                    accompanying notes are an integral part of these consolidated
                    financial
                    statements
   F-7
  **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **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 is a direct sales/multi-level
          marketing company that provides financial and educational information to
          its
          subscribers. 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, 2007, the Company has accumulated
          losses of
          $6,296,219.
 
 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.
 
 The
          consolidated financial statements include the accounts of the Company and
          its
          wholly owned subsidiary, Voxpath Holdings, Inc. All significant inter-company
          transactions and balances have been eliminated in consolidation.
 
 **Revenue
          Recognition**
 
 For
                    revenue from product/contract sales/subscription, the Company
                    recognizes
                    revenue in accordance with Staff Accounting Bulletin No. 104,
                    Revenue
                    Recognition (“SAB 104"), which superseded Staff Accounting Bulletin No.
                    101, Revenue Recognition in Financial Statements (“SAB 101"). 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; 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. At March 31, 2007; the Company
          had
          deferred revenue of $5,500. 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 consolidated financial
          position and results of operations was not significant.
 
 **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
          double-declining balance method over their estimated useful lives as
          follows:
 
 Office
          equipment 5 years
 
 F-8
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **1.**
                **Summary
                    of Significant Accounting Policies
                    (continued)**
 
 **Advertising
          Costs**
 
 The
          Company expenses advertising costs as incurred. Advertising expense was
          $12,500
          and $110 for the year ended March 31, 2007 and for the period August 10,
          2005
          (date of inception) through March 31, 2006, respectively.
 
 **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 year ended
          March
          31, 2007 and for the period August 10, 2005 (date of inception) through
          March
          31, 2006, 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.
 
 **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 be 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, 2007 and
          2006. 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 doubtful
          accounts was $0 at March 31, 2007.
 
 **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 year
          ended March 31, 2007 and for the period August 10, 2005 (date of inception)
          through March 31, 2006, the Company did not capitalize any costs associated
          with
          the website development.
 
 
 F-9
 
 
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **1.**
                **Summary
                    of Significant Accounting Policies
                    (continued)**
 
 **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. Pro forma stock based compensation
          was $0
          for the year ended March 31, 2006. Pro forma d isclosure
          for the year ended March 31, 2007 is not presented because the amounts
          are
          recognized in the consolidated financial statements.
 
 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.
 
 **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.
 
 **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, 2007, the Company has available for federal income tax purposes
          a net
          operating loss carry forward of approximately $6,000,000, 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, 2007 are as follows:
 
 
 F-10
 
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **1.**
                **Summary
                    of Significant Accounting Policies
                    (continued)**
 Noncurrent:Net
                      operating loss carryforward
                  
                  $
                  2,326,000Valuation
                      allowance
                  
                  $
                  (2,326,000
                  )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 $5,751,024 for the year ended March 31, 2007. The
          Company's current liabilities exceeded its current assets by $1,083,316
          as of
          March 31, 2007.
 
 **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
          has
          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.
 
 **Recent
          Accounting Pronouncements**
 
 In
          February 2006, the FASB issued SFAS No. 155. *“Accounting* *for certain Hybrid Financial Instruments an amendment of FASB Statements
          No. 133
          and 140,”* or SFAS No. 155. SFAS No. 155 permits fair value remeasurement for any
          hybrid
          financial instrument that contains an embedded derivative that otherwise
          would
          require bifurcation, clarifies which interest-only strips and principal-only
          strips are not subject to the requirements of Statement No. 133, establishes
          a
          requirement to evaluate interests in securitized financial assets to identify
          interests that are freestanding derivatives or that are hybrid financial
          instruments that contain an embedded derivative requiring bifurcation,
          clarifies
          that concentrations of credit risk in the form of subordination are not
          embedded
          derivatives, and amends SFAS No. 140 to eliminate the prohibition on a
          qualifying special purpose entity from holding a derivative financial instrument
          that pertains to a beneficial interest other than another derivative financial
          instrument. SFAS 155 is effective for all financial instruments acquired
          or
          issued after the beginning of an entity’s first fiscal year that begins after
          September 15, 2006. The Company does not expect to have a material impact
          on our
          consolidated financial position, results of operations or cash
          flows.
  In
          March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing
          of
          Financial Assets - an amendment to FASB Statement No. 140. Statement 156
          requires that an entity recognize a servicing asset or servicing liability
          each
          time it undertakes an obligation to service a financial asset by entering
          into a
          service contract under certain situations. The new standard is effective
          for
          fiscal years beginning after September 15, 2006. The adoption of SFAS No.156
          will not have a material impact on the Company's consolidated financial
          position
          and results of operations.
 
 F-11
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **1.**
                **Summary
                    of Significant Accounting Policies
                    (continued)**
 
 **Recent
          Accounting Pronouncements (continued)**
 
 In
          July 2006, the FASB issued Interpretation No. 48 (FIN 48). “ *Accounting* *for uncertainty in Income Taxes”.* FIN 48 clarifies the accounting for Income Taxes by prescribing the minimum
          recognition threshold a tax position is required to meet before being recognized
          in the financial statements. It also provides guidance on derecognition,
          measurement, classification, interest and penalties, accounting in interim
          periods, disclosure and transition and clearly scopes income taxes out
          of SFAS
          5, “ *Accounting
          for Contingencies”.* FIN 48 is effective for fiscal years beginning after December 15, 2006.
          The
          Company does not expect to have a material impact on our consolidated financial
          position, results of operations or cash flows.
 
 In
          September 2006 the Financial Account Standards Board (the “FASB”) issued its
          Statement of Financial Accounting Standards 157, Fair Value Measurements.
          This
          Statement defines fair value, establishes a framework for measuring fair
          value
          in generally accepted accounting principles (GAAP), and expands disclosures
          about fair value measurements. This Statement applies under other accounting
          pronouncements that require or permit fair value measurements, the Board
          having
          previously concluded in those accounting pronouncements that fair value
          is the
          relevant measurement attribute. Accordingly, this Statement does not require
          any
          new fair value measurements. However, for some entities, the application
          of this
          Statement will change current practice. FAS 157 effective date is for fiscal
          years beginning after November 15, 2007. The Company does not expect adoption
          of
          this standard will have a material impact on its consolidated financial
          position, operations or cash flows.
  In
          September 2006 the FASB issued its Statement of Financial Accounting Standards
          158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement
          Plans”. This Statement improves financial reporting by requiring an employer
          to
          recognize the overfunded or underfunded status of a defined benefit
          postretirement plan (other than a multiemployer plan) as an asset or liability
          in its statement of financial position and to recognize changes in that
          funded
          status in the year in which the changes occur through comprehensive income
          of a
          business entity or changes in unrestricted net assets of a not-for-profit
          organization. This Statement also improves financial reporting by requiring
          an
          employer to measure the funded status of a plan as of the date of its year-end
          statement of financial position, with limited exceptions. The effective
          date for
          an employer with publicly traded equity securities is as of the end of
          the
          fiscal year ending after December 15, 2006. The Company did not have any
          defined
          benefit pension and other postretirement plans and accordingly did not
          have any
          impact on its consolidated financial position, operations or cash flows
          for the
          period August 10, 2005 (date of inception) through March 31, 2006.
 
 In
          December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration
          Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration
          payment arrangements. FSP 00-19-2 specifies that the contingent obligation
          to
          make future payments or otherwise transfer consideration under a registration
          payment arrangement, whether issued as a separate agreement or included
          as a
          provision of a financial instrument or other agreement, should be separately
          recognized and measured in accordance with FASB Statement No. 5, Accounting
          for
          Contingencies. FSP 00-19-2 further clarifies that a financial instrument
          subject
          to a registration payment arrangement should be accounted for in accordance
          with
          other applicable generally accepted accounting principles without regard
          to the
          contingent obligation to transfer consideration pursuant to the registration
          payment arrangement. For registration payment arrangements and financial
          instruments subject to those arrangements that were entered into prior
          to the
          issuance of EITF 00-19-2, this guidance shall be effective for financial
          statements issued for fiscal years beginning after December 15, 2006 and
          interim
          periods within those fiscal years. The Company does not expect adoption
          of this
          standard will have a material impact on its consolidated financial position,
          operations or cash flows.
 
 In
          February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
          Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose
          to measure many financial instruments, and certain other items, at fair
          value.
          SFAS 159 applies to reporting periods beginning after November 15, 2007.
          The
          adoption of SFAS 159 is not expected to have a material impact on the Company’s
          consolidated financial condition or results of operations.
 
 F-12
  **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **2.**
                **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.
 **3.**
                **Property
                    and Equipment**
  The
          Company’s property and equipment at March 31, 2007 consists of the
          following:
 Office
                      equipment
                  
                  $
                  2,6732,673Less
                      accumulated depreciation
                  
                  
                  (1,194
                  )$
                  1,479
 Depreciation
          expense charged to operations amounted to $985 and $209 for the year ended
          March
          31, 2007 and for the period August 10, 2005 (date of inception) through
          March
          31, 2006.
 
 **4.**
                **Accounts
                    Payable and Accrued
                    Liabilities**
 
 Accounts
          payable and accrued liabilities consisted of the following at March 31,
          2007:
  March
                        31, 2007Accounts
                        payable
                    
                    $
                    109,705Accrued
                        consulting payable
                    
                    
                    89,900Accrued
                        interest payable
                    
                    
                    70,471Accrued
                        payroll taxes
                    
                    
                    20,004Accrued
                        salaries and wages
                    
                    
                    95,752Subscription
                        royalties payable
                    
                    
                    51$
                    385,883
 F-13
 
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **5.**
                **Notes
                    Payable**
 
 A
          summary of notes payable at March 31, 2007 is 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)
          (see note 11) 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
          September 30, 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
          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. 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, 2007, balances consist of the following:
 Convertible
                        promissory note
                    
                    $
                    250,000Note
                        payable to related party
                    
                    
                    128,386378,386Less:
                        current portion
                    
                    
                    (312,556
                    )Long-term
                        debt
                    
                    $
                    65,830
 Aggregate
          maturities of long-term debt at March 31, 2007 are as follows:
 Year
                      ending March 31,2008
                  
                  $
                  312,5562009
                  
                  
                  65,830Total,
                      as above
                  
                  $
                  378,386
 
 F-14
 
  **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **6.**
                **Convertible
                    Debentures**
 
 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
          Company
          currently is in default. The Debenture holder has executed a Notice of
          Conversion.
 
 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
          Company
          currently is in default. The Debenture holder has executed a Notice of
          Conversion.
 
 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
          Company
          currently is in default. The Debenture holder has executed a Notice of
          Conversion.
 
 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 #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
          Company currently is in default. The Debenture holder has executed a Notice
          of
          Conversion. ****
 
 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
          Company currently is in default. The Debenture holder has executed a Notice
          of
          Conversion.
 
 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.
 
 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 Company currently is in default.
          The
          Debenture holder has executed a Notice of Conversion.
  
 F-15
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
  
 **6.**
                **Convertible
                    Debentures (continued)**
 
 Convertible
          Debenture #6 (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
          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
          Company currently is in default. The Debenture holder has executed a Notice
          of
          Conversion.
 
 
 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 $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 has executed a Notice of Conversion.
 
 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 $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 has executed a Notice of Conversion.
 
 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 $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-16
 
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 
 **6.**
                **Convertible
                    Debentures (continued)**
 
 At
          March 31, 2007, balances consist of the following:
  March
                        31, 2007Convertible
                        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
                    
                    
                    50,000$
                    450,000
 **7.**
                **Related
                    Party Transactions**
 
 The
          Company received advances totaling $675,801 from three 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 and a debenture holder. At March 31, 2007, due to related parties
          balance was $43,561. The Company paid back advances in excess of funds
          received
          in the amount of $99,574, resulting in a due from related party of $99,574
          at
          March 31, 2007.
 
 A
          corporation that is majority owned by the former president and CEO of the
          Company provides ongoing services for management, graphic design, customer
          service, software programming and other consulting services as follows:
          A
          monthly base fee of $27,003 (beginning March 1, 2006) is charged plus a
          management fee equal to 12 1⁄2% of the salaries paid by the related party to its
          employees. The related party may adjust its fees from time to time, but
          not more
          frequently than quarterly, and shall not be increased by more than 25%.
          The
          Company charged $27,003 and $297,224 to expenses for the periods ended
          March 31,
          2006 and 2007, respectively. The management contract and related leases
          were
          terminated in March 2007.
 
 A
          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.
 
 The
          Company leases office space from the related party under an operating lease
          agreement (Agreement). Under the Agreement, minimum monthly lease payments
          of
          $5,300 are required, continuing on a month-to-month basis until the Company
          or
          the lessor terminates the tenancy (Note 12). The monthly lease payment
          is part
          of the management fee of $27,003 described above.
 
 **8.**
                **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, 2007, the Company had 141,735,432 shares
          of
          common stock issued and outstanding.
 
 During
          the period from August 10, 2005 (date of inception) through March 31, 2006,
          the
          Company issued common stock as follows:
 
 On
          December 15, 2005, the Company increased its authorized shares of common
          stock
          from 75,000 shares to 300,000,000 shares and declared a forward split of
          12,000
          shares to 1 share. Accordingly, all historical shares, weighted average
          share
          and per share amounts have been restated to reflect the forward stock split.
 
 F-17
 
 
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **8.**
                **Common
                    Stock (continued)**
 
 As
          described in Note 2 above, 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.
 
 In
          August 2005, the Company issued 98,765,424 shares to the founders in exchange
          for services relating to formation of the Company. The Company charged
          $120,000
          to expenses in relation to the issuance. The Company valued the shares
          issued
          for consulting services at the rate which represents the fair value of
          the
          services received which did not differ materially from the value of the
          stock
          issued.
 
 During
          the twelve months ended March 31, 2007, the Company issued common stock
          as
          follows:
 
 411,525
          shares of common stock were issued to Noteholder (see Note 4) 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. (see Note 2), 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.
  **9.**
                **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, 2007, the Company has available for federal income tax purposes
          a net
          operating loss carryforward of approximately $6,000,000, 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
                    
                    $
                    2,326,000Valuation
                        allowance
                    
                    $
                    (2,326,000
                    )Net
                        deferred tax asset
                    
                    
                    -
 F-18
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **9.**
                **Income
                    Taxes (continued)**
 
 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)
                  
                  $
                  (2,326,000
                  )Effect
                      of:State
                      income taxes, net of federal benefit
                  
                  
                  -Net
                      Operating loss carryforward
                  
                  
                  (187,000
                  )Increase
                      in valuation allowance
                  
                  
                  2,513,000Graduated
                      rates
                  
                  
                  -$
                  -
 **10.**
                **Loss
                    per Common Share**
 
 The
          following table presents the computation of basic and diluted loss per
          share for
          the period ended March 31, 2007 and 2006:
 **2007**
                  
                  **2006**Net
                      loss available for common shareholders
                  
                  $
                  (5,751,024
                  )
                  $
                  545,195
                  )Loss
                      per share (basic and assuming dilution)
                  
                  $
                  (0.05
                  )
                  $
                  (0.01
                  )Weighted
                      average number of common shares outstanding-basic and assuming
                      fully
                      diluted
                  
                  
                  121,851,000
                  
                  
                  98,765,424
 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.
 
 **11.**
                **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, 2007:
 **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**
                  
                  **Esercisable****Prices**
                  
                  **Outstanding**
                  
                  **Life
                      (Years)**
                  
                  **Options**
                  
                  **Exercisable**
                  
                  **Options**$
                      0.25
                  
                  
                  1,330,490
                  
                  
                  2.29
                  
                  $
                  0.25
                  
                  
                  1,330,490
                  
                  $
                  0.25$
                      0.41
                  
                  
                  6,000,000
                  
                  
                  9.82
                  
                  $
                  0.41
                  
                  
                  1,500,000
                  
                  $
                  0.41$
                      0.42
                  
                  
                  1,500,000
                  
                  
                  9.86
                  
                  $
                  0.42
                  
                  
                  500,000
                  
                  $
                  0.42
 F-19
  **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **11.**
                **Stock
                    Options and Warrants
                    (continued)**
 
 **Employee
          Stock Options (continued)**
 WeightedAverageNumber
                      of
                  
                  ExerciseShares
                  
                  PriceOptions
                      outstanding at August 10, 2005 (date of inception)
                  
                  
                  -
                  
                  $
                  -Granted
                  
                  
                  -
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  -Canceled
                      or expired
                  
                  
                  -
                  
                  
                  -Options
                      outstanding at March 31, 2006
                  
                  
                  -
                  
                  
                  -Granted
                  
                  
                  9,890,123
                  
                  
                  0.373Exercised
                  
                  
                  -
                  
                  
                  -Canceled
                      or expired
                  
                  
                  (1,059,633
                  )
                  
                  0.25Options
                      outstanding at March 31, 2007
                  
                  
                  8,830,490
                  
                  $
                  0.388
 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 current period
          earnings.
 
 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 March 31, 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**$
                        0.25
                    
                    
                    4,938,270
                    
                    
                    4.29
                    
                    $
                    0.25
                    
                    
                    2,469,135
                    
                    $
                    0.25$
                        0.33
                    
                    
                    20,000
                    
                    
                    2.49
                    
                    $
                    0.33
                    
                    
                    20,000
                    
                    $
                    0.33$
                        0.42
                    
                    
                    500,000
                    
                    
                    9.86
                    
                    $
                    0.42
                    
                    
                    500,000
                    
                    $
                    0.42
  Transactions
          involving stock options issued to consultants and non-employees are summarized
          as follows:
  F-20
  **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **11.**
                  **Stock
                      Options and Warrants
                      (continued)**
 
 **Non-Employee
          Stock Options (continued)**
  WeightedAverageNumber
                      of
                  
                  ExerciseShares
                  
                  PriceOptions
                      outstanding at August 10, 2005 (date of inception)
                  
                  
                  -
                  
                  $
                  -Granted
                  
                  
                  -
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  -Canceled
                      or expired
                  
                  
                  -
                  
                  
                  -Options
                      outstanding at March 31, 2006
                  
                  
                  -
                  
                  
                  -Granted
                  
                  
                  5,458,270
                  
                  
                  0.266Exercised
                  
                  
                  -
                  
                  
                  -Canceled
                      or expired
                  
                  
                  -
                  
                  
                  -Options
                      outstanding at March 31, 2007
                  
                  
                  5,458,270
                  
                  $
                  0.266
 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 ten
          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:
 Significant
                      assumptions (weighted average):Risk-free
                      interest rate at grant date
                  
                  4.54%
                      to 5.02%Expected
                      stock price volatility
                  
                  207.57%
                      to 242.54%Expected
                      dividend payout
                  
                  -Expected
                      option life-years (a)
                  
                  3
                      to 5 years
 **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, 2007:
 
 **Warrants
                      Outstanding**
                  
                  **Warrants
                      Exercisable****Weighted****Average**
                  
                  **Weighted**
                  
                  
                  
                  **Weighted****Remaining**
                  
                  **Average**
                  
                  
                  
                  **Average****Exercise**
                  
                  **Number**
                  
                  **Contractual**
                  
                  **Exercise**
                  
                  **Number**
                  
                  **Exercise****Price**
                  
                  **Outstanding**
                  
                  **Life
                      (Years)**
                  
                  **Price**
                  
                  **Exercisable**
                  
                  **Price**$
                      0.50
                  
                  
                  1,750,000
                  
                  
                  2.84
                  
                  $
                  0.50
                  
                  
                  1,750,000
                  
                  $
                  0.50
 
 F-21
  **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **11.**
                **Stock
                    Options and Warrants
                    (continued)**
 
 **Warrants
          (continued)**
 
 Transactions
          involving the Company’s warrant issuance are summarized as follows:
  WeightedAverageNumber
                      of
                  
                  ExerciseShares
                  
                  PriceWarrants
                      outstanding at August 10, 2005 (date of inception)
                  
                  
                  -
                  
                  $
                  -Granted
                  
                  
                  -
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  -Canceled
                      or expired
                  
                  
                  -
                  
                  
                  -Warrants
                      outstanding at March 31, 2006
                  
                  
                  -
                  
                  
                  -Granted
                  
                  
                  1,750,000
                  
                  
                  0.50Exercised
                  
                  
                  -
                  
                  
                  -Canceled
                      or expired
                  
                  
                  -
                  
                  
                  -Warrants
                      outstanding at March 31, 2007
                  
                  
                  1,750,000
                  
                  $
                  0.50
 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.
 
 **12.**
                **Commitments
                    and Contingencies**
  Leases
 
 The
          Company leases office space from the related party under an operating lease
          agreement (Agreement). Under the Agreement, minimum monthly lease payments
          of
          $5,300 are required, continuing on a month-to-month basis until the Company
          or
          the lessor terminates the tenancy. The rent expense for the operating lease
          for
          the year ended March 31, 2007, was $28,800. On April 1, 2006, the Company
          entered into a new lease agreement requiring monthly lease payments of
          $2,400
          with all other terms identical to the original lease. As described in Note
          7,
          the lease agreement and management contract was terminated in March
          2007.
 
 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.
 
 Related
          party transactions
 
 A
          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.
 
 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, 2007.
 
 
 F-22
 
 **THERETIREMENTSOLUTION.COM,
          INC**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 2007**
 
 **13.**
                **Going
                    Concern**
 
 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 $6,296,219 at March 31, 2007 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.
 
 **14.**
                **Subsequent
                    Events**
 
 Advances
 
 In
          April 2007, the Company repaid a short-term advance received from a related
          party totaling $40,000. The advance is non-interest bearing and has no
          repayment
          terms. The related party is a debenture holder.
 
 Conversion
          of Debentures
 
 In
          April 2007, the Company converted debentures totaling $450,000 into 1,800,000
          shares of common stock and issued 900,000 warrants exercisable for three
          years
          at $0.0.50 per share as follows: Convertible debentures #1, #2, and #3
          - 600,000
          shares and 300,000 warrants. Convertible debenture #4 - 200,000 shares
          and
          100,000 warrants. Convertible debenture #5 - 100,000 shares and 50,000
          warrants.
          Convertible debenture #6 - 400,000 shares and 200,000 warrants. Convertible
          debenture #7 - 100,000 shares and 50,000 warrants. Convertible debenture
          #8 -
          200,000 shares and 100,000 warrants. Convertible debenture #9 - 200,000
          shares
          and 100,000 warrants.
  Common
          Stock Issuances
 
 In
          April 2007, the Company issued 1,905,000 shares of common stock for $476,250.
          In
          conjunction with the issuance, 952,500warrants were issued, exercisable
          for
          three years at $0.50 per share.
 
 In
          April 2007, the Company issued 510,000 shares of common stock for consulting
          services. A contest was held by the Company and 300 shares were issued
          to the
          contest winner.
 
 F-23


**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:
              July 2, 2007
            By:
            /s/ Nicholas
              S. MaturoNicholas
                S. Maturo
              Chief
                ExecutiveOfficer
              (Principal
                Executive Officer)




Date: July 2, 2007
              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
              Nicholas
                S. Maturo
            Chief
                Executive Officer and Chairman of the Board (Principal Executive
                Officer)
            July
                2, 2007/s/ William Kosoff
              William
                Kosoff
            President, Chief Financial Officer and
              Director (Principal Financial Officer)
            July
                2, 2007/s/ Louis Sagar
              Louis
              Sagar
            Director
            July
                2, 2007




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